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. (b) In the event that any Regulatory Change shall: (i) change the basis of taxation of any amounts payable to any Bank under this Agreement or the Notes in respect of any Loans including, without limitation, LIBOR Loans (other than taxes imposed on the overall net income of such Bank for any such Loans by the United States of America or the jurisdiction in which such Bank has its principal office); or (ii) impose or modify any reserve, Federal Deposit Insurance Corporation premium or assessment, special deposit or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any of such Loans or any deposits referred to in the definition of "LIBOR Base Rate" in Article 1 hereof); or (iii) impose any other conditions affecting this Agreement in respect of Loans, including, without limitation, LIBOR Loans (or any of such extensions of credit, assets, deposits or liabilities); and the result of any event referred to in clause (i), (ii) or (iii) above shall be to increase such Bank's costs of making or maintaining any Loans including, without limitation, LIBOR Loans, or its Revolving Credit Commitment, or to reduce any amount receivable by such Bank hereunder in respect of its Commitment (such increases in costs and reductions in amounts receivable are hereinafter referred to as "ADDITIONAL COSTS") in each case, only to the extent, with respect to LIBOR Loans, that such Additional Costs are not included in the LIBOR Base Rate applicable to LIBOR Loans, then, within ten (10) Business Days' of demand made by such Bank as promptly as practicable after it obtains knowledge that such a Regulatory Change exists and determines to make such demand (a copy of which demand shall be delivered to the Agent), 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 increased cost or reduction in amounts receivable by such Bank from the date of such change, together with interest on each such amount from the date demanded until payment in full thereof at the Post-Default Rate. All references to any "Bank" shall be deemed to include any participant in such Bank's Revolving Credit Commitment. (c) Without limiting the effect of the foregoing provisions of this Section 2.18, in the event that, by reason of any Regulatory Change, any Bank either: (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank which includes deposits by reference to which the interest rate on LIBOR Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank which includes LIBOR Loans, or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Bank so elects by notice to the Borrowers (with a copy to the Agent), the obligation of such Bank to make, and to convert Loans of any other Type into, Loans of such Type hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (and all Loans of such Type then outstanding shall be converted into Base Rate Loans or into LIBOR Loans of another duration as the case may be, in accordance with Sections 2.17 and 2.21). (d) Determinations by any Bank for purposes of this Section 2.18 of the effect of any Regulatory Change on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts required to compensate such Bank in respect of any Additional Costs, shall be set forth in writing in reasonable detail describing the Additional Costs together with a calculation demonstrating the allocation to the Borrowers of such Additional Costs which shall be conclusive, absent manifest error.

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. (b) In the event that any Regulatory Change shall: (i) change the basis of taxation of any amounts payable to any Bank under this Agreement or the Notes in respect of any Loans including, without limitation, LIBOR Eurodollar Rate Loans (other than taxes imposed on the overall net income of such Bank for any such Loans by the United States of America or the jurisdiction in which such Bank has its principal officePrincipal Office); or (ii) impose or modify any reserve, Federal Deposit Insurance Corporation premium or assessment, special deposit or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any of such Loans or any deposits referred to in the definition of "LIBOR Fixed Base Rate" in Article 1 hereof); or (iii) impose any other conditions affecting this Agreement in respect of Loans, including, without limitation, LIBOR Eurodollar Rate Loans (or any of such extensions of credit, assets, deposits or liabilities); and the result of any event referred to in clause (i), (ii) or (iii) above shall be to increase such Bank's costs of making or maintaining any Loans Loans, including, without limitation, LIBOR Eurodollar Rate Loans, or its Revolving Credit Commitment, or to reduce any amount receivable by such Bank hereunder in respect of any of its Eurodollar Rate Loans, or its Commitment (such increases in costs and reductions in amounts receivable are hereinafter referred to as "ADDITIONAL COSTSAdditional Costs") in each case, only to the extent, with respect to LIBOR Loans, extent that such Additional Costs are not included in the LIBOR Fixed Base Rate applicable to LIBOR such Eurodollar Rate Loans, then, within ten (10) Business Days' of upon demand made by such Bank as promptly as practicable after it obtains knowledge that such a Regulatory Change exists and determines to make such demand (a copy of which demand shall be delivered to the Agent)demand, the Borrowers Borrower shall pay to such Bank from time to time as specified by such Bank, additional commitment fees or other amounts which shall be sufficient to compensate such Bank for such increased cost or reduction in amounts receivable by such Bank from the date of such change, together with interest on each such amount from the date demanded until payment in full thereof at the Post-Post- Default Rate. All references to any "Bank" shall be deemed to include any participant in such Bank's Revolving Credit Commitment. (c) Without limiting the effect of the foregoing provisions of this Section 2.18, in the event that, by reason of any Regulatory Change, any either Bank either: (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank which includes deposits by reference to which the interest rate on LIBOR Eurodollar Rate Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank which includes LIBOR Eurodollar Rate Loans, or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Bank so elects by notice to the Borrowers Borrower (with a copy to the Agentother Bank), the obligation of such Bank to make, and to convert Loans of any other Type type into, Loans of such Type type hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (and all Loans of such Type type then outstanding shall be converted into Base Prime Rate Loans or into LIBOR Eurodollar Rate Loans of another duration duration, as the case may be, in accordance with Sections 2.17 and 2.212.21 hereof). (d) Determinations by any Bank for purposes of this Section 2.18 of the effect of any Regulatory Change on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts required to compensate such Bank in respect of any Additional Costs, shall be set forth in writing in reasonable detail describing the Additional Costs together with a calculation demonstrating the allocation to the Borrowers of such Additional Costs which and shall be conclusive, absent manifest error.

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. (b) In the event that any Regulatory Change shall: (i) change the basis of taxation of any amounts payable to any Bank Lender under this Agreement or the Notes in respect of any Loans including, without limitation, LIBOR Eurodollar Loans or in respect of L/Cs (other than taxes imposed on the overall net income of such Bank Lender for any such Loans by the United States of America or the jurisdiction in which such Bank Lender has its principal office); or (ii) impose or modify any reserve, Federal Deposit Insurance Corporation premium or assessment, special deposit or similar requirements relating to any extensions of credit, letters of credit or guarantees issued by or participations thereof of or other assets of, or any deposits with or other liabilities of, such Bank Lender (including in respect of any of such Loans or any deposits referred to in the definition of "LIBOR Base Rate" in Article 1 hereofhereof or in respect of L/Cs); or (iii) impose any other conditions affecting this Agreement in respect of Loans, including, without limitation, LIBOR Eurodollar Loans or L/Cs (or any of such extensions of credit, assets, deposits or liabilitiesliabilities relating thereto); and the result of any event referred to in clause (i), (ii) or (iii) above shall be to increase such BankLender's costs of making or maintaining maintaining, participating in or acquiring any Loans Loans, including, without limitation, LIBOR Eurodollar Loans, or L/Cs or its Revolving Credit Commitment, or to reduce any amount receivable by such Bank Lender hereunder in respect of its Commitment any of the foregoing (such increases in costs and reductions in amounts receivable are hereinafter referred to as "ADDITIONAL COSTS") ), in each case, only to the extent, with respect to LIBOR Loans, extent that such Additional Costs are not included in the LIBOR Base Rate applicable to LIBOR such Eurodollar Loans, then, within ten (10i) Business Days' such Lender shall promptly notify the Borrower in writing of such Regulatory Change and (ii) upon demand made by such Bank Lender as promptly as practicable after it obtains knowledge that such a Regulatory Change exists and determines to make such demand (a copy of which demand shall be delivered to the Agent), the Borrowers Borrower shall pay to such Bank Lender from time to time as specified by such BankLender in a certificate setting forth in reasonable detail the basis of the computation of such amount, additional commitment fees or other amounts which shall be sufficient to compensate such Bank Lender for such increased cost or reduction in amounts receivable by such Bank Lender from the date of such change, together with interest on each such amount from the date demanded until payment in full thereof at the Post-Default Rate. All references to any "BankLender" shall be deemed to include any participant in such BankLender's Revolving Credit Commitment. (c) Without limiting the effect of the foregoing provisions of this Section 2.182.17, in the event that, by reason of any Regulatory Change, any Bank Lender either: (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank Lender which includes deposits by reference to which the interest rate on LIBOR Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank Lender which includes LIBOR Eurodollar Loans, or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Bank Lender so elects by notice to the Borrowers Borrower (with a copy to the Agent), the obligation of such Bank Lender to make, and to convert Loans of any other Type type into, Loans of such Type type hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (and all Loans of such Type type then outstanding shall be converted into Base Prime Rate Loans or into LIBOR Eurodollar Loans of another duration duration, as the case may be, in accordance with Sections 2.17 Section 2.23 hereof). If at any time after such Lender gives notice under this Section 2.17(c) such Lender determines that such Regulatory Change is no longer in effect, such Lender shall promptly give notice of that determination, in writing, to the Borrower and 2.21the Agent, and the Agent shall promptly transmit the notice to each other Lender. At such time as such Regulatory Change is no longer in effect (whether or not such notice has been given), the Borrower's right to request, and such Lender's obligation, if any, to make and convert such Loans shall be restored. (d) Determinations by any Bank Lender for purposes of this Section 2.18 2.17 of the effect of any Regulatory Change on its costs of making or maintaining Loans or L/Cs or on amounts receivable by it in respect of LoansLoans or L/Cs, and of the additional amounts required to compensate such Bank Lender in respect of any Additional Costs, shall be set forth in writing in reasonable detail describing the Additional Costs together with a calculation demonstrating the allocation to the Borrowers of such Additional Costs which and shall be conclusive, absent manifest error.

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. (b) In the event that any Regulatory Change shall: (i) change the basis of taxation of any amounts payable to any Bank under this Agreement or the Notes or in respect of any Loans including, without limitation, LIBOR Loans or L/C Obligations or L/Cs (other than taxes imposed on the overall net income of such Bank for any such Loans by the United States of America or the jurisdiction in which such Bank has its principal office); or (ii) impose or modify any reserve, Federal Deposit Insurance Corporation premium or assessment, special deposit or similar requirements relating to any extensions of credit, letters of credit or guarantees issued by or participations therein of or other assets of, or any deposits with or other liabilities of, such Bank (including any of such Loans or any deposits referred to in the definition of "LIBOR Base Rate" in Article 1 hereof)Bank; or (iii) impose any other conditions affecting this Agreement in respect of Loans, including, without limitation, LIBOR Loans or L/C Obligations or L/Cs (or any of such extensions of credit, letters of credit, guarantees, participations, assets, deposits or liabilities); and the result of any event referred to in clause (i), (ii) or (iii) above shall be to (i) increase such Bank's costs of making or maintaining maintaining, participating in or acquiring any Loans including, without limitation, LIBOR Loans, or L/Cs or L/C Obligations or its Revolving Credit Commitment, Commitment or to reduce any amount receivable by such Bank hereunder in respect of any of the foregoing or (ii) reduce the rate of return on such Bank's capital or assets as a consequence of its Commitment commitments or obligations hereunder to a level below that which the Bank could have achieved (taking into consideration such Bank's policies with respect to capital adequacy) but for the occurrence of any such event (such increases in costs and reductions in amounts receivable are hereinafter referred to as "ADDITIONAL COSTS") in each case, only to the extent, with respect to LIBOR Loans, that such Additional Costs are not included in the LIBOR Base Rate applicable to LIBOR Loans), then, within ten (10) Business Days' of upon demand made by such Bank as promptly as practicable after it obtains knowledge that such a Regulatory Change exists and determines to make such demand (a copy of which demand shall be delivered to the Agent), the Borrowers Borrower shall pay to such Bank from time to time as specified by such Bank, additional commitment fees or other amounts which shall be sufficient to compensate such Bank for such increased cost or reduction in amounts receivable by such Bank Additional Costs from the date of such change, together with interest on each such amount from the date demanded until payment in full thereof at the Post-Default Rate. All references to any "Bank" shall be deemed to include any participant in such Bank's Revolving Credit Commitment. (c) Without limiting Each Bank, if any, that is not organized under the effect laws of the foregoing provisions United States of this Section 2.18, in the event that, by reason of America or any Regulatory Change, any Bank either: State agrees (i) incurs Additional Costs based on or measured by prior to the excess above a specified level of the amount of a category of deposits or other liabilities of first payment to such Bank which includes deposits by reference of any amounts due to which the interest rate on LIBOR Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank which includes LIBOR Loansunder the Loan Documents, upon request by Xxxxxxxx, to execute and deliver to Borrower and the Agent completed counterparts of IRS Form W-8, 1001, or 4224 (or any successor thereto or substitute therefor), as applicable, and (ii) becomes subject thereafter, upon request by Xxxxxxxx from time to restrictions on time in order to maintain the amount effectiveness and accuracy of such a category of liabilities tax forms and otherwise to comply with United States tax laws, to execute and deliver to the Agent and Borrower additional or assets that it may hold, then, if supplemental tax forms with respect to amounts due to such Bank so elects by notice to under the Borrowers (with a copy to the Agent), the obligation of such Bank to make, and to convert Loans of any other Type into, Loans of such Type hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (and all Loans of such Type then outstanding shall be converted into Base Rate Loans or into LIBOR Loans of another duration as the case may be, in accordance with Sections 2.17 and 2.21)Loan Documents. (d) Determinations by any Bank for purposes of this Section 2.18 2.22 of the effect of any Regulatory Change on its costs of making or maintaining Loans or L/Cs or L/C Obligations or on amounts receivable by it in respect of LoansLoans or L/Cs or L/C Obligations, and of the additional amounts required to compensate such Bank in respect of any Additional Costs, shall be set forth in writing in reasonable detail describing the Additional Costs together with a calculation demonstrating the allocation to the Borrowers of such Additional Costs which and shall be conclusive, absent manifest error.

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. (b) In the event that any Regulatory Change shall: (i) change the basis of taxation of any amounts payable to any Bank under this Agreement or the Notes in respect of any Loans including, without limitation, LIBOR Eurodollar Loans (other than taxes imposed on the overall net income of such Bank for any such Loans by the United States of America or the jurisdiction in which such Bank has its principal officePrincipal Office); or (ii) impose or modify any reserve, Federal Deposit Insurance Corporation premium or assessment, special deposit or similar requirements relating to any extensions Extensions of credit Credit or other assets of, or any deposits with or other liabilities of, such Bank (including any of such Loans or any deposits referred to in the definition of "LIBOR Fixed Base Rate" in Article 1 hereof); or (iii) impose any other conditions affecting this Agreement in respect of Loans, including, without limitation, LIBOR Eurodollar Loans (or any of such extensions of credit, assets, deposits or liabilities); and the result of any event referred to in clause (i), (ii) or (iii) above shall be to increase such Bank's costs of making or maintaining any Loans Loans, including, without limitation, LIBOR Eurodollar Loans, or its Revolving Credit Commitment, or to reduce any amount receivable by such Bank hereunder in respect of any of its Commitment Eurodollar Loans, or its Commitment, or to increase the cost to any Bank of issuing or maintaining the Letters of Credit or participating therein, as the case may be (such increases in costs and reductions in amounts receivable are hereinafter referred to as "ADDITIONAL COSTSAdditional Costs") in each case, only to the extent, with respect to LIBOR Loans, extent that such Additional Costs are not included in the LIBOR Fixed Base Rate applicable to LIBOR such Eurodollar Loans, then, within ten (10) Business Days' of upon demand made by such Bank as promptly as practicable after it obtains knowledge that such a Regulatory Change exists and determines to make such demand (a copy of which demand shall be delivered to the Agent)demand, the Borrowers each Borrower shall pay to such Bank from time to time as specified by such Bank, additional commitment fees or other amounts which shall be sufficient to compensate such Bank for such increased cost or reduction in amounts receivable by such Bank from the date of such change, together with interest on each such amount from the date demanded until payment in full thereof at the Post-Default Rate. All references to any "Bank" shall be deemed to include any participant in such Bank's Revolving Credit Commitment. (c) Without limiting the effect of the foregoing provisions of this Section 2.18, in the event that, by reason of any Regulatory Change, any Bank either: (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank which includes deposits by reference to which the interest rate on LIBOR Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank which includes LIBOR Eurodollar Loans, or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Bank so elects by notice to the Borrowers a Borrower (with a copy to the Agentother Banks), the obligation of such Bank to make, and to convert Loans of any other Type type into, Loans of such Type type hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (and all Loans of such Type type then outstanding shall be converted into Base Prime Rate Loans or into LIBOR Eurodollar Loans of another duration duration, as the case may be, in accordance with Sections 2.17 and 2.212.21 hereof). (d) Determinations by any Bank for purposes of this Section 2.18 of the effect of any Regulatory Change on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts required to compensate such Bank in respect of any Additional Costs, shall be set forth in writing in reasonable detail describing the Additional Costs together with a calculation demonstrating the allocation to the Borrowers of such Additional Costs which and shall be conclusive, absent manifest error.

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. (b) In the event that any Regulatory Change shall: (i1) change the basis of taxation of any amounts payable to any Bank LENDER under this Agreement or the Notes in respect of any Loans including, without limitation, LIBOR Loans Advances (other than taxes imposed on the overall net income of such Bank LENDER for any such Loans Advances by the United States of America or the jurisdiction in which such Bank LENDER has its principal office); or (ii2) impose or modify any reserve, Federal Deposit Insurance Corporation premium or assessment, special deposit or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any of such Loans or any deposits referred to in the definition of "LIBOR Base Rate" in Article 1 hereof)LENDER; or (iii3) impose any other conditions affecting this Agreement in respect of Loans, including, without limitation, LIBOR Loans (Advances or any of such extensions of credit, assets, deposits or liabilities); and the result of any event referred to in clause (i1), (ii2) or (iii3) above shall be to increase such BankLENDER's costs of making or maintaining any Loans Advances including, without limitation, LIBOR Loans, or its Revolving Credit Commitment, or to reduce any amount receivable by such Bank LENDER hereunder in respect of its Commitment (such increases in costs and reductions in amounts receivable are hereinafter referred to as "ADDITIONAL COSTSAdditional Costs") ), then, in each case, only to the extent, with respect to LIBOR Loans, that such Additional Costs are not included in the LIBOR Base Rate applicable to LIBOR Loans, then, within ten (10) Business Days' of upon demand made by such Bank LENDER as promptly as practicable after it obtains knowledge that such a Regulatory Change exists and determines to make such demand (a copy of which demand shall be delivered to the AgentAGENT), the Borrowers BORROWER shall pay to such Bank LENDER from time to time as specified by such BankLENDER, additional commitment fees or other amounts which shall be sufficient to compensate such Bank LENDER for such increased cost or reduction in amounts receivable by such Bank LENDER from the date of such change, together with interest on each such amount from the date demanded until payment in full thereof at the Post-Prime Based Rate and, if not paid within 30 days after demand, then with interest at the Default Rate. 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. (c) Without limiting the effect of the foregoing provisions of this Section 2.18, in the event that, by reason of any Regulatory Change, any Bank either: (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank which includes deposits by reference to which the interest rate on LIBOR Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank which includes LIBOR Loans, or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Bank so elects by notice to the Borrowers (with a copy to the Agent), the obligation of such Bank to make, and to convert Loans of any other Type into, Loans of such Type hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (and all Loans of such Type then outstanding shall be converted into Base Rate Loans or into LIBOR Loans of another duration as the case may be, in accordance with Sections 2.17 and 2.21). (d) Determinations by any Bank LENDER for purposes of this Section 2.18 of the effect of any Regulatory Change on its costs of making or maintaining Loans Advances or on amounts receivable by it in respect of LoansAdvances, and of the additional amounts required to compensate such Bank LENDER in respect of any Additional Costs, shall be set forth in writing in reasonable detail describing the Additional Costs together with a calculation demonstrating the allocation to the Borrowers of such Additional Costs which and shall be conclusive, absent manifest error. (d) In the event that any LENDER demands compensation under this Section 2.16, then without limiting or reducing the obligations of BORROWER hereunder, such LENDER shall take reasonable steps to mitigate the circumstances resulting in such demand, provided, however, that such LENDER shall not be required to take such steps if, in its opinion, such steps (1) would be inconsistent with such LENDER's internal policies, (2) would or might have an adverse effect upon the LENDER's business, operations, or financial condition or (3) would result in any cost, liability or exposure to such LENDER. END OF ARTICLE II

Additional Costs; Capital Requirements. (a) In Notwithstanding any other provision of this Agreement (but subject to subsection 2.17(d)), if after the event date of this Agreement any Regulatory Charge shall change the basis of taxation of payments to the Bank (or any lending office) of the principal of or interest on any Loan or any Fees or other amounts payable hereunder in respect of Fixed Rate Loans (other than taxes imposed on the overall net income of the Bank for any such Loans by the United States of America), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by the Bank (or any lending office) (except, in respect of Fixed Rate Loans, any such reserve requirement which is reflected in the Fixed Rate), or shall impose on the Bank, the London interbank market or any other relevant market any other condition affecting this Agreement or any Fixed Rate Loan and the result of any of the foregoing shall be to increase the net cost to the Bank of making or maintaining any Fixed Rate Loan, or to reduce the amount of any sum received or receivable by the Bank hereunder or under the Note (whether of principal, interest or otherwise) by an amount deemed by the Bank to be material, then the Borrowers will pay to the Bank, within 15 days after receipt by the Borrowers of a certificate referred to in subsection 2. 17(c), such additional amount or amounts as will compensate the Bank for such additional net costs incurred or reduction suffered. (b) Subject to subsection 2.17(d), if the Bank shall have determined that the adoption after the date hereof of, or any existing change after the date hereof in, any law, rule, regulation or future law guideline regarding capital adequacy, or regulation, guideline any change after the date hereof in the interpretation or interpretation thereof, administration of any of the foregoing by any court governmental authority, central bank or administrative or governmental authority (foreign or domestic) comparable agency charged with the interpretation or administration thereof, or compliance by the Bank (or any Bank lending office) or the Bank’s holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority shall imposeauthority, modify central bank or deem applicable comparable agency, has or result in would have the application ofeffect of reducing the rate of return on the Bank’s capital or on the capital of the Bank’s holding company, any capital maintenanceif any, capital ratio as a consequence of this Agreement or similar requirement against loan commitments the Loans made by any pursuant hereto to a level below that which the Bank hereunderor the Bank’s holding company could have achieved but for such adoption, change or compliance (taking into consideration the Bank’s policies and the result of any event referred to above is to impose upon any Bank or increase any capital requirement applicable as a result policies of the making or maintenance of such Bank's Revolving Credit Commitment or the obligation of the Borrowers hereunder ’s holding company with respect to such Revolving Credit Commitment (which imposition of capital requirements may adequacy) by an amount deemed by the Bank to be determined by each Bank's reasonable allocation of the aggregate of such capital increases or impositions)material, 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 then from time to time the Borrowers shall pay, within 15 days after receipt by the Borrowers of a certificate referred to in subsection 2.17(c), to the Bank such additional amount or amounts as specified by will compensate the Bank or the Bank’s holding company for any such reduction suffered. (c) A certificate of the Bank additional setting forth such amount or amounts which as 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 the 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 errorits holding company, as to the amount thereofapplicable, as specified in subsections 2. All references to any "Bank" shall be deemed to include any participant in such Bank's Revolving Credit Commitment. (b) In the event that any Regulatory Change shall: (i) change the basis of taxation of any amounts payable to any Bank under this Agreement or the Notes in respect of any Loans including, without limitation, LIBOR Loans (other than taxes imposed on the overall net income of such Bank for any such Loans by the United States of America or the jurisdiction in which such Bank has its principal office); or (ii) impose or modify any reserve, Federal Deposit Insurance Corporation premium or assessment, special deposit or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any of such Loans or any deposits referred to in the definition of "LIBOR Base Rate" in Article 1 hereof); or (iii) impose any other conditions affecting this Agreement in respect of Loans, including, without limitation, LIBOR Loans (or any of such extensions of credit, assets, deposits or liabilities); and the result of any event referred to in clause (i), (ii17(a) or (iii) above shall be to increase such Bank's costs of making or maintaining any Loans includingb), without limitationas the case may be, LIBOR Loans, or its Revolving Credit Commitment, or to reduce any amount receivable by such Bank hereunder in respect of its Commitment (such increases in costs and reductions in amounts receivable are hereinafter referred to as "ADDITIONAL COSTS") in each case, only to the extent, with respect to LIBOR Loans, that such Additional Costs are not included in the LIBOR Base Rate applicable to LIBOR Loans, then, within ten (10) Business Days' of demand made by such Bank as promptly as practicable after it obtains knowledge that such a Regulatory Change exists and determines to make such demand (a copy of which demand shall be delivered to the Agent), Borrowers and shall be conclusive absent manifest error. Any such certificate shall be accompanied by a notice indicating the circumstances or event that resulted in such claim for compensation. The Borrowers shall pay to the Bank the amount shown as due on such certificate within 15 days after receipt of such certificate by the Borrowers. Failure on the part of the Bank from time to time as specified by such Bank, additional amounts which shall be sufficient to compensate such Bank demand compensation for such any increased cost or reduction in amounts received or receivable by such Bank from the date of such change, together or reduction in return on capital with interest on each such amount from the date demanded until payment in full thereof at the Post-Default Rate. All references respect to any "Bank" period shall be deemed not constitute a waiver of its right to include any participant in demand compensation with respect to such Bank's Revolving Credit Commitment. (c) Without limiting the effect of the foregoing provisions of this Section 2.18, in the event that, by reason of any Regulatory Change, any Bank either: (i) incurs Additional Costs based on period or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank which includes deposits by reference to which the interest rate on LIBOR Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank which includes LIBOR Loans, or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Bank so elects by notice to the Borrowers (with a copy to the Agent), the obligation of such Bank to make, and to convert Loans of any other Type into, Loans of such Type hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (and all Loans of such Type then outstanding shall be converted into Base Rate Loans or into LIBOR Loans of another duration as the case may be, in accordance with Sections 2.17 and 2.21)period. (d) Determinations by Notwithstanding any Bank for purposes other provision of this Section 2.18 of 2.17, the effect of Bank shall not be entitled to compensation for any Regulatory Change increased costs or reductions in amounts received or receivable or reduction in return on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of capital under this Section 2.17 unless the additional amounts required to compensate such Bank in respect of any Additional Costs, shall be set forth in writing in reasonable detail describing the Additional Costs together with a calculation demonstrating the allocation represents to the Borrowers that at the time it is the policy or general practice of the Bank to demand such Additional Costs which shall be conclusivecompensation for comparable costs or reductions, absent manifest errorif any, in similar circumstances, if any, with comparable provisions of other credit agreements for comparable customers.

Additional Costs; Capital Requirements. (a) In the event that any existing or future law law, regulation or regulationguideline, 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 Affected Party 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 hereunderAffected Party under this Agreement or a Program Document, and the result of any event referred to above is to impose upon any Bank Affected Party or increase any capital requirement applicable as a result of the making or maintenance of of, such BankAffected Party's Revolving Credit Commitment or the obligation of the Borrowers hereunder with respect to such Revolving Credit Commitment commitment (which imposition of capital requirements may be determined by each BankAffected Party's reasonable allocation of the aggregate of such capital increases or impositions), then, within ten (10) Business Days' of upon demand made by the Operating Agent on behalf of such Bank Affected Party 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 Seller shall immediately pay to the Collateral Agent on behalf of such Bank Affected Party from time to time as specified by such Bank the Operating Agent, additional amounts which shall be sufficient to compensate such Bank Affected Party for the Seller's Share of 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 Daily Yield Rate. A certificate setting forth in reasonable detail the amount necessary to compensate such Bank Affected Party as a result of an imposition of or increase in capital requirements submitted by such Bank the Operating Agent to the Borrowers Seller 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. (b) In the event that any Regulatory Change shall: (i) change the basis of taxation of any amounts payable to any Bank under this Agreement or the Notes Affected Party in respect of any Purchases, Capital Investment, LOC Draws, Liquidity Loans including, without limitation, LIBOR or Transaction Liquidity Loans (other than taxes imposed on the overall net income of such Bank Affected Party for any such Purchases, Capital Investment, LOC Draws or Liquidity Loans by the United States of America or the jurisdiction in which such Bank Affected Party has its principal office); or (ii) impose or modify any reserve, Federal Deposit Insurance Corporation premium or assessment, special deposit or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any of such Loans or any deposits referred to in the definition of "LIBOR Base Rate" in Article 1 hereof)Affected Party; or (iii) impose any other conditions affecting this Agreement in respect of Purchases, Capital Investment, LOC Draws, Liquidity Loans, including, without limitation, LIBOR and Transaction Liquidity Loans (or any of such extensions of credit, assets, deposits or liabilities); and the result of any event referred to in clause (i), (ii) or (iii) above shall be to increase such BankAffected Party's costs of making or maintaining any Loans includingPurchases, without limitationCapital Investment, LIBOR LOC Draws, Liquidity Loans, and Transaction Liquidity Loans or its Revolving Credit Commitmentcommitment under a Program Document, or to reduce any amount receivable by such Bank Affected Party hereunder in respect of any of its Commitment Purchases, Capital Investment, LOC Draws and Liquidity Loans or its commitment (such increases in costs and reductions in amounts receivable are hereinafter referred to as "ADDITIONAL COSTS") in each case, only to the extent, with respect to LIBOR Loans, that such Additional Costs are not included in the LIBOR Base Rate applicable to LIBOR Loans, then, within ten (10) Business Days' of upon demand made by the Operating Agent on behalf of such Bank Affected Party, as promptly as practicable after it obtains knowledge that such a Regulatory Change exists and determines to make such demand (a copy of which demand shall be delivered to the Agent)demand, the Borrowers Seller shall pay to the Collateral Agent on behalf of such Bank Affected Party, from time to time as specified by such Bankthe Operating Agent, additional commitment fees or other amounts which shall be sufficient to compensate such Bank Affected Party for the Seller's Share of such increased cost or reduction in amounts receivable by such Bank Affected Party from the date of such change, together with interest on each such amount from the date demanded until payment in full thereof at the Post-Default Daily Yield Rate. All references to any "Bank" shall be deemed to include any participant in such Bank's Revolving Credit Commitment. (c) Without limiting the effect of the foregoing provisions of this Section 2.18, in the event that, by reason of any Regulatory Change, any Bank either: (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank which includes deposits by reference to which the interest rate on LIBOR Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank which includes LIBOR Loans, or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Bank so elects by notice to the Borrowers (with a copy to the Agent), the obligation of such Bank to make, and to convert Loans of any other Type into, Loans of such Type hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (and all Loans of such Type then outstanding shall be converted into Base Rate Loans or into LIBOR Loans of another duration as the case may be, in accordance with Sections 2.17 and 2.21). (d) Determinations by any Bank Affected Party for purposes of this Section 2.18 2.11 of the effect of any Regulatory Change on its costs of making or maintaining Purchases, Capital Investment, LOC Draws or Liquidity Loans or on amounts receivable by it in respect of LoansPurchases, Capital Investment, LOC Draws, Liquidity Loans or Transaction Liquidity Loans and of the additional amounts required to compensate such Bank Affected Party in respect of any Additional Costs, shall be set forth in writing a written notice to the Seller in reasonable detail describing the Additional Costs together with a calculation demonstrating the allocation to the Borrowers of such Additional Costs which and shall be conclusive, absent manifest error.

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. (b) In the event that any Regulatory Change shall: (i) change the basis of taxation of any amounts payable to any Bank under this Agreement or the Notes in respect of any Loans including, without limitation, LIBOR Loans (other than taxes imposed on the overall net income of such Bank for any such Loans by the United States of America or the jurisdiction in which such Bank has its principal office); or (ii) impose or modify any reserve, Federal Deposit Insurance Corporation premium or assessment, special deposit or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any of such Loans or any deposits referred to in the definition of "LIBOR Fixed Base Rate" in Article 1 I hereof); or (iii) impose any other conditions affecting this Agreement in respect of Loans, including, without limitation, LIBOR Loans (or any of such extensions of credit, assets, deposits or liabilities); and the result of any event referred to in clause (i), (ii) or (iii) above shall be to increase such Bank's costs of making or maintaining any Loans Loans, including, without limitation, LIBOR Loans, or its Revolving Credit Commitment, or to reduce any amount receivable by such Bank hereunder in respect of any of its LIBOR Loans, or its Commitment (such increases in costs and reductions in amounts receivable are hereinafter referred to as "ADDITIONAL COSTSAdditional Costs") in each case, only to the extent, with respect to LIBOR Loans, extent that such Additional Costs are not included in the LIBOR Fixed Base Rate applicable to such LIBOR Loans, then, within ten (10) Business Days' of upon demand made by such Bank as promptly as practicable after it obtains knowledge that such a Regulatory Change exists and determines to make such demand (a copy of which demand shall be delivered to the Agent), 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 increased cost or reduction in amounts receivable by such Bank from the date of such change, 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. All references to any "Bank" shall be deemed to include any participant in such Bank's Revolving Credit Commitment. (c) Without limiting the effect of the foregoing provisions of this Section 2.182.22, in the event that, by reason of any Regulatory Change, any Bank either: (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank which includes deposits by reference to which the interest rate on LIBOR Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank which includes LIBOR Loans, or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Bank so elects by notice to the Borrowers a Borrower (with a copy to the Agent), the obligation of such Bank to make, and to convert Loans of any other Type type into, LIBOR Loans of such Type hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (and all Loans of such Type type then outstanding shall be converted into Base Rate ABR Loans or into LIBOR Loans of another duration as the case may be, in accordance with Sections 2.17 2.21 and 2.212.25 hereof). (d) Determinations by any Bank for purposes of this Section 2.18 2.22 of the effect of any Regulatory Change on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts required to compensate such Bank in respect of any Additional Costs, shall be set forth in writing in reasonable detail describing the Additional Costs together with a calculation demonstrating the allocation to the Borrowers of such Additional Costs which and shall be conclusive, absent manifest error.

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. (b) In the event that any Regulatory Change shall: (i) change the basis of taxation of any amounts payable to any Bank under this Agreement or the Notes in respect of any Loans including, without limitation, LIBOR Loans (other than taxes imposed on the overall net income of such Bank for any such Loans by the United States of America or the jurisdiction in which such Bank has its principal office); or (ii) impose or modify any reserve, Federal Deposit Insurance Corporation premium or assessment, special deposit or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any of such Loans or any deposits referred to in the definition of "LIBOR Base Rate" in Article 1 hereof); or (iii) impose any other conditions affecting this Agreement in respect of LoansLoans or L/C's, including, without limitation, LIBOR Loans (or any of such extensions of credit, assets, deposits or liabilities); and the result of any event referred to in clause (i), (ii) or (iii) above shall be to increase such Bank's costs of making or maintaining any Loans or L/C's including, without limitation, LIBOR Loans, or its Revolving Credit Commitment, or to reduce any amount receivable by such Bank hereunder in respect of its Commitment (such increases in costs and reductions in amounts receivable are hereinafter referred to as "'ADDITIONAL COSTS"') in each case, only to the extent, with respect to LIBOR Loans, that such Additional Costs are not included in the LIBOR Base Rate applicable to LIBOR Loans, then, within ten (10) Business Days' of upon demand made by such Bank as promptly as practicable after it obtains knowledge that such a Regulatory Change exists and determines to make such demand (a copy of which demand shall be delivered to the Agent), 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 increased cost or reduction in amounts receivable by such Bank from the date of such change, together with interest on each such amount from the date demanded until payment in full thereof at the Post-Default Rate. All references to any "Bank" shall be deemed to include any participant in such Bank's Revolving Credit Commitment. (c) Without limiting the effect of the foregoing provisions of this Section 2.182.19, in the event that, by reason of any Regulatory Change, any Bank either: (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank which includes deposits by reference to which the interest rate on LIBOR Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank which includes LIBOR Loans, or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Bank so elects by notice to the Borrowers (with a copy to the Agent), the obligation of such Bank to make, and to convert Loans of any other Type into, Loans of such Type hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (and all Loans of such Type then outstanding shall be converted into Base Prime Rate Loans or into LIBOR Loans of another duration as the case may be, in accordance with Sections 2.17 2.18 and 2.212.22). (d) Determinations by any Bank for purposes of this Section 2.18 2.19 of the effect of any Regulatory Change on its costs of making or maintaining Loans or L/C's or on amounts receivable by it in respect of Loans, and of the additional amounts required to compensate such Bank in respect of any Additional Costs, shall be set forth in writing in reasonable detail describing the Additional Costs together with a calculation demonstrating the allocation to the Borrowers of such Additional Costs which and shall be conclusive, absent manifest error.

Additional Costs; Capital Requirements. (ai) 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 The Borrower shall pay directly to such Bank each Lender from time to time such amounts as specified by such Bank additional amounts which shall Lender may determine to 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 it for any increase in capital requirements submitted costs incurred by such Bank Lender which such Lender determines are attributable to the Borrowers shall be conclusiveits making or maintaining any Eurodollar Loans or its Commitment hereunder or in respect of L/Cs or any reduction in any amount receivable by such Lender hereunder in respect of any of such Loans, absent manifest errorCommitment or L/Cs (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), as to the amount thereof. All references to any "Bank" shall be deemed to include any participant in such Bank's Revolving Credit Commitment. (b) In the event that resulting from any Regulatory Change shallwhich: (i) change changes the basis of taxation of any amounts payable to any Bank such Lender under this Agreement or the Notes its Note in respect of any of such Loans including, without limitation, LIBOR Loans or in respect of L/Cs (other than taxes imposed on the overall net income of such Bank Lender or its Applicable Lending Office for any of such Loans by the United States of America or the jurisdiction in which such Bank Lender has its principal officeoffice or such Applicable Lending Office); or (ii) impose imposes or modify modifies any reserve, Federal Deposit Insurance Corporation premium or assessment, special deposit or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank Lender (including any of such Loans or any deposits referred to in the definition of "LIBOR Base Rate" in Article 1 hereofhereof or in respect of L/Cs); or (iii) impose imposes any other conditions affecting this Agreement in respect of Loans, including, without limitation, LIBOR the Eurodollar Loans (or any of such extensions of credit, assets, deposits or liabilities); L/Cs. Each Lender will notify the Borrower and the result Agent of any event referred occurring after the date of this Agreement which will entitle such Lender to in clause (i), (iicompensation pursuant to this Section 2.17(a) or (iii) above shall be to increase such Bank's costs of making or maintaining any Loans including, without limitation, LIBOR Loans, or its Revolving Credit Commitment, or to reduce any amount receivable by such Bank hereunder in respect of its Commitment (such increases in costs and reductions in amounts receivable are hereinafter referred to as "ADDITIONAL COSTS") in each case, only to the extent, with respect to LIBOR Loans, that such Additional Costs are not included in the LIBOR Base Rate applicable to LIBOR Loans, then, within ten (10) Business Days' of demand made by such Bank as promptly as practicable after it obtains knowledge that such a Regulatory Change exists thereof and determines to make request such demand compensation. Each Lender will furnish the Borrower and the Agent with a certificate setting forth the basis and amount of each request for such Lender for compensation from the Borrower under this Section 2.17(a). The Borrower may, by notice to such Lender (with a copy of which demand shall be delivered to the Agent), require that such Lender's Loans of the Borrowers shall pay type with respect to which such Bank from time to time compensation is requested be converted into Prime Rate Loans or Eurodollar Loans, as specified by such Bankthe case may be, additional amounts which shall be sufficient to compensate such Bank for such increased cost or reduction in amounts receivable by such Bank from the date of such change, together accordance with interest on each such amount from the date demanded until payment in full thereof at the Post-Default Rate. All references to any "Bank" shall be deemed to include any participant in such Bank's Revolving Credit CommitmentSections 2.23 and 2.27. (cii) Without limiting the effect of the foregoing provisions of this Section 2.182.17, in the event that, by reason of any Regulatory Change, any Bank either: Lender either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank Lender which includes deposits by reference to which the interest rate on LIBOR Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank Lender which includes LIBOR Loans, Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that which it may hold, then, if such Bank Lender so elects by notice to the Borrowers Borrower (with a copy to the Agent), the obligation of such Bank Lender to make, and to convert Loans of any other Type type into, Loans of such Type type hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (and all Loans of such Type type of such Lender then outstanding shall be converted into Base Prime Rate Loans or into LIBOR Loans of another duration Eurodollar Loans, as the case may be, in accordance with Sections 2.17 2.23 and 2.212.27). (db) Determinations If any existing or future law or regulation or the interpretation thereof by any Bank court or administrative or governmental authority charged with the administration thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) of any such authority, either imposes, modifies, deems applicable or results in the application of, any capital maintenance, capital ratio or similar requirement against loan commitments made by any Lender and the result thereof is to impose upon such Lender or increase any capital requirement applicable as a result of the making or maintenance of such Lender's Commitment (which imposition of or increase in capital requirements may be determined by the Lender's reasonable allocation of the aggregate of such capital impositions or increases) then, upon demand by such Lender (a copy of which demand shall be delivered to the Agent), the Borrower shall immediately pay to the Lender from time to time specified by the Lender, such additional fees as shall be sufficient to compensate the Lender for purposes such imposition of or increase in capital requirements. Such Lender will furnish the Borrower and the Agent with a certificate setting forth the basis and amount of each request by such Lender for compensation from the Borrower under this Section 2.18 of the effect of any Regulatory Change on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts required to compensate such Bank in respect of any Additional Costs, shall be set forth in writing in reasonable detail describing the Additional Costs together with a calculation demonstrating the allocation to the Borrowers of such Additional Costs which shall be conclusive, absent manifest error2.

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. (b) In the event that any Regulatory Change in Law shall: (i) change the basis of taxation of any amounts payable to any Bank Lender under this Agreement or the Notes in respect of any Loans Obligations including, without limitation, LIBOR Loans and the issuance and maintenance of and participations in Letters of Credit (other than taxes imposed on the overall net income of such Bank Lender for any such Loans or in respect of any Letters of Credit (or participations therein) by the United States of America or the jurisdiction in which such Bank Lender has its principal office); or (ii) impose or modify any reserve, Federal Deposit Insurance Corporation premium or assessment, special deposit or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank Lender (including any of such Loans Loans, any Letters of Credit (or participations therein) or any deposits referred to in the definition of "“LIBOR Base Rate" ” in Article 1 hereof1); or (iii) impose any other conditions affecting this Agreement in respect of Loansextensions of credit, including, without limitation, LIBOR Loans and the issuance and maintenance of and participations in Letters of Credit (or any of such extensions of credit, assets, deposits or liabilities); and the result of any event referred to in clause (i), (ii) or (iii) above shall be to increase such Bank's Lender’s costs of making or maintaining any Loans extensions of credit including, without limitation, LIBOR LoansLoans and Letters of Credit (and participations therein), or its commitments (including its Revolving Credit CommitmentCommitment and/or its commitment to issue and maintain or participate in Letters of Credit), or to reduce any amount receivable by such Bank Lender hereunder in respect of its Commitment any such commitment (such increases in costs and reductions in amounts receivable are hereinafter referred to as "ADDITIONAL COSTS"“Additional Costs”) in each case, only to the extent, with respect to LIBOR Loans, that such Additional Costs are not included in the LIBOR Base Rate applicable to LIBOR Loans, then, within ten (10) Business Days' Days of demand made by such Bank Lender as promptly as practicable after it obtains knowledge that such a Regulatory Change in Law exists and determines to make such demand (a copy of which demand shall be delivered to the Administrative Agent), the Borrowers Borrower shall pay to such Bank Lender from time to time as specified by such BankLender, additional amounts which shall be sufficient to compensate such Bank Lender for such increased cost or reduction in amounts receivable by such Bank Lender from the date of such changeChange in Law, together with interest on each such amount from the date demanded until payment in full thereof at the Post-Default Rate. All references to any "Bank" “Lender” shall be deemed to include any participant in of such Bank's Revolving Credit CommitmentLender. (c) Without limiting the effect of the foregoing provisions of this Section 2.18, in the event that, by reason of any Regulatory ChangeChange in Law, any Bank Lender either: (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank Lender which includes deposits by reference to which the interest rate on LIBOR Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank Lender which includes LIBOR Loans, or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Bank Lender so elects by notice to the Borrowers Borrower (with a copy to the Administrative Agent), the obligation of such Bank Lender to makemake or continue, and to convert Loans of any other Type into, Loans of such Type hereunder shall be suspended until the date such Regulatory Change in Law ceases to be in effect (and all Loans of such Type then outstanding shall be converted into Base Rate Loans or into LIBOR Loans of another duration duration, as the case may be, in accordance with Sections 2.17 and 2.21). (d) Determinations by any Bank Lender for purposes of this Section 2.18 of the effect of any Regulatory Change in Law on its costs of making or maintaining Loans or issuing and maintaining or participating in Letters of Credit or on amounts receivable by it in respect of Loansthereof, and of the additional amounts required to compensate such Bank Lender in respect of any Additional Costs, shall be set forth in writing in reasonable detail describing the Additional Costs together with a calculation demonstrating the allocation to the Borrowers Borrower of such Additional Costs which shall be conclusive, absent manifest error. The obligations of the Borrower under this Section 2.18 shall survive the payment of the Obligations and the termination of this Agreement.

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. (b) In the event that any Regulatory Change shall: (i) change the basis of taxation of any amounts payable to any Bank Lender under this Agreement or the Notes in respect of any Loans including, without limitation, LIBOR Loans (other than taxes imposed on the overall net income of such Bank Lender for any such Loans by the United States of America or the jurisdiction in which such Bank Lender has its principal office); or (ii) impose or modify any reserve, Federal Deposit Insurance Corporation premium or assessment, special deposit or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank Lender (including any of such Loans or any deposits referred to in the definition of "“LIBOR Base Rate" ” in Article 1 I hereof); or (iii) impose any other conditions affecting this Agreement in respect of Loans, including, without limitation, LIBOR Loans (or any of such extensions of credit, assets, deposits or liabilities); and the result of any event referred to in clause (i), (ii) or (iii) above shall be to increase such Bank's Lender’s costs of making or maintaining any Loans including, without limitation, LIBOR Loans, or its Revolving Credit Commitment, or to reduce any amount receivable by such Bank Lender hereunder in respect of its Commitment (such increases in costs and reductions in amounts receivable are hereinafter referred to as "ADDITIONAL COSTS"“Additional Costs”) in each case, only to the extent, with respect to LIBOR Loans, that such Additional Costs are not included in the LIBOR Base Rate applicable to LIBOR Loans, then, within ten (10) Business Days' ’ of demand made by such Bank Lender as promptly as practicable after it obtains knowledge that such a Regulatory Change exists and determines to make such demand (a copy of which demand shall be delivered to the Agent), the Borrowers Borrower shall pay to such Bank Lender from time to time as specified by such BankLender, additional amounts which shall be sufficient to compensate such Bank Lender for such increased cost or reduction in amounts receivable by such Bank Lender from the date of such change, together with interest on each such amount from the date demanded until payment in full thereof at the Post-Default Rate. All references to any "Bank" “Lender” shall be deemed to include any participant in such Bank's Lender’s Revolving Credit Commitment. (c) Without limiting the effect of the foregoing provisions of this Section 2.18, in the event that, by reason of any Regulatory Change, any Bank Lender either: (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank Lender which includes deposits by reference to which the interest rate on LIBOR Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank Lender which includes LIBOR Loans, or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Bank Lender so elects by notice to the Borrowers Borrower (with a copy to the Agent), the obligation of such Bank Lender to make, and to convert Loans of any other Type into, Loans of such Type hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (and all Loans of such Type then outstanding shall be converted into Base Rate Loans or into LIBOR Loans of another duration as the case may be, in accordance with Sections 2.17 and 2.21). (d) Determinations by any Bank Lender for purposes of this Section 2.18 of the effect of any Regulatory Change on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts required to compensate such Bank Lender in respect of any Additional Costs, shall be set forth in writing in reasonable detail describing the Additional Costs together with a calculation demonstrating the allocation to the Borrowers Borrower of such Additional Costs which shall be conclusive, absent manifest errorCosts.

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. (b) In the event that any Regulatory Change shall: (i) change the basis of taxation of any amounts payable to any Bank under this Agreement or the Notes in respect of any Loans including, without limitation, LIBOR Loans (other than taxes imposed on the overall net income of such Bank for any such Loans by the United States of America or the jurisdiction in which such Bank has its principal office); or (ii) impose or modify any reserve, Federal Deposit Insurance Corporation premium or assessment, special deposit or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any of such Loans or any deposits referred to in the definition of "LIBOR Base Rate" in Article 1 hereof); or (iii) impose any other conditions affecting this Agreement in respect of LoansLoans or L/C's, including, without limitation, LIBOR Loans (or any of such extensions of credit, assets, deposits or liabilities); and the result of any event referred to in clause (i), (ii) or (iii) above shall be to increase such Bank's costs of making or maintaining any Loans or L/C's including, without limitation, LIBOR Loans, or its Revolving Credit Commitment, or to reduce any amount receivable by such Bank hereunder in respect of its Commitment (such increases in costs and reductions in amounts receivable are hereinafter referred to as "ADDITIONAL COSTSAdditional Costs") in each case, only to the extent, with respect to LIBOR Loans, that such Additional Costs are not included in the LIBOR Base Rate applicable to LIBOR Loans, then, within ten (10) Business Days' of upon demand made by such Bank as promptly as practicable after it obtains knowledge that such a Regulatory Change exists and determines to make such demand (a copy of which demand shall be delivered to the Agent), 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 increased cost or reduction in amounts receivable by such Bank from the date of such change, together with interest on each such amount from the date demanded until payment in full thereof at the Post-Default Rate. All references to any "Bank" shall be deemed to include any participant in such Bank's Revolving Credit Commitment. (c) Without limiting the effect of the foregoing provisions of this Section 2.182.19, in the event that, by reason of any Regulatory Change, any Bank either: (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank which includes deposits by reference to which the interest rate on LIBOR Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank which includes LIBOR Loans, or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Bank so elects by notice to the Borrowers (with a copy to the Agent), the obligation of such Bank to make, and to convert Loans of any other Type into, Loans of such Type hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (and all Loans of such Type then outstanding shall be converted into Base Prime Rate Loans or into LIBOR Loans of another duration as the case may be, in accordance with Sections 2.17 2.18 and 2.212.22). (d) Determinations by any Bank for purposes of this Section 2.18 2.19 of the effect of any Regulatory Change on its costs of making or maintaining Loans or L/C's or on amounts receivable by it in respect of Loans, and of the additional amounts required to compensate such Bank in respect of any Additional Costs, shall be set forth in writing in reasonable detail describing the Additional Costs together with a calculation demonstrating the allocation to the Borrowers of such Additional Costs which and shall be conclusive, absent manifest error.

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. (b) In the event that any Regulatory Change shall: (i) change the basis of taxation of any amounts payable to any the Bank under this Agreement or the Notes Note in respect of any Loans including, without limitation, LIBOR Loans (other than taxes imposed on the overall net income of such the Bank for any such Loans by the United States of America or the jurisdiction in which such the Bank has its principal office); or (ii) impose or modify any reserve, Federal Deposit Insurance Corporation premium or assessment, special deposit or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such the Bank (including any of such Loans or any deposits referred to in the definition of "LIBOR Base Rate" in Article 1 hereof); or (iii) impose any other conditions affecting this Agreement in respect of Loans, including, without limitation, LIBOR Loans (or any of such extensions of credit, assets, deposits or liabilities); and the result of any event referred to in clause (i), (ii) or (iii) above shall be to increase such the Bank's costs of making or maintaining any Loans Loans, including, without limitation, LIBOR Loans, or its Revolving Credit the Commitment, or to reduce any amount receivable by such the Bank hereunder in respect of any of its LIBOR Loans, or the Commitment (such increases in costs and reductions in amounts receivable are hereinafter referred to as "ADDITIONAL COSTS") in each case, only to the extent, with respect to LIBOR Loans, extent that such Additional Costs are not included in the LIBOR Base Rate applicable to such LIBOR Loans, then, within ten (10) Business Days' of promptly after demand is made by such the Bank as promptly as practicable after it obtains knowledge that such a Regulatory Change exists and determines to make such demand (a copy of which demand shall be delivered to the Agent)demand, the Borrowers Borrower shall 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 increased cost or reduction in amounts receivable by such the Bank from the date of such change, together with interest on each such amount from the date demanded until payment in full thereof at the Post-Default Base Rate. 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(b) shall not exceed the amount that would have otherwise been payable if no participation had been made. (c) Without limiting the effect of the foregoing provisions of this Section 2.18, in the event that, by reason of any Regulatory Change, any the Bank either: (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such the Bank which includes deposits by reference to which the interest rate on LIBOR Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such the Bank which includes LIBOR Loans, or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such the Bank so elects by notice to the Borrowers (with a copy to the Agent)Borrower, the obligation of such the Bank to make, and to convert Loans of any other Type type into, Loans of such Type type hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (and all Loans of such Type type then outstanding shall be converted into Base Rate Loans or into LIBOR Loans of another duration as the case may be, in accordance with Sections 2.17 and 2.212.21 hereof). (d) Determinations by any the Bank for purposes of this Section 2.18 of the effect of any Regulatory Change on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts required to compensate such the Bank in respect of any Additional Costs, shall be set forth in writing in reasonable detail describing the Additional Costs together with a calculation demonstrating the allocation to the Borrowers of such Additional Costs which and shall be conclusive, absent manifest errorerror as to the determination(s) by the Bank set forth therein if made reasonably and in good faith.

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 the Commitment or the obligation of the Borrowers Bank 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 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. (b) In the event that any Regulatory Change shall: (i) change the basis of taxation of any amounts payable to any Bank under this Agreement or the Notes in respect of any Loans including, without limitation, LIBOR Loans Loan Documents (other than taxes imposed on the overall net income of such Bank for any such Loans by the United States of America or the jurisdiction in which such Bank has its principal office); or (ii) impose or modify any reserve, Federal Deposit Insurance Corporation premium or assessment, special deposit or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any of such Loans or any deposits referred to in the definition of "LIBOR Base Rate" in Article 1 hereof); or (iii) impose any other conditions affecting this Agreement in respect of Loans, including, without limitation, LIBOR Loans (or any of such extensions of credit, assets, deposits or liabilities)the Loan; and the result of any event referred to in clause (i), (ii) or (iii) above shall be to increase such Bank's costs of making or maintaining any Loans including, without limitation, LIBOR Loans, or its Revolving Credit Commitmentthe Loan, or to reduce any amount receivable by such Bank hereunder in respect of its Commitment (such increases in costs and reductions in amounts receivable are hereinafter referred to as "ADDITIONAL COSTSAdditional Costs") in each case, only to the extent, with respect to LIBOR Loans, extent that such Additional Costs are not included in the LIBOR Base Rate applicable to LIBOR LoansRate, then, within ten (10) Business Days' of upon demand made by such Bank as promptly as practicable after it obtains knowledge that such a Regulatory Change exists and determines to make such demand (a copy of which demand shall be delivered to the Agent)demand, the Borrowers Borrower 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 increased cost or reduction in amounts receivable by such Bank from the date of such change, together with interest on each such amount from the date demanded until payment in full thereof at the Post-Default Rate. All references to any "Bank" shall be deemed to include any participant in such Bank's Revolving Credit Commitment. (c) Without limiting the effect of the foregoing provisions of this Section 2.18, in the event that, by reason of any Regulatory Change, any Bank either: (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank which includes deposits by reference to which the interest rate on LIBOR Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank which includes LIBOR Loans, or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Bank so elects by notice to the Borrowers (with a copy to the Agent), the obligation of such Bank to make, and to convert Loans of any other Type into, Loans of such Type hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (and all Loans of such Type then outstanding shall be converted into Base Rate Loans or into LIBOR Loans of another duration as the case may be, in accordance with Sections 2.17 and 2.21). (d) Determinations by any Bank for purposes of this Section 2.18 2.12 of the effect of any Regulatory Change on its costs of making or maintaining Loans or the Loan on amounts receivable by it in respect of Loansthe Loan, and of the additional amounts required to compensate such Bank in respect of any Additional Costs, shall be set forth in writing in reasonable detail describing the Additional Costs together with a calculation demonstrating the allocation to the Borrowers of such Additional Costs which and shall be conclusive, absent manifest error.

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. (b) In the event that any Regulatory Change shall: (i) change the basis of taxation of any amounts payable to any Bank under this Agreement or the Notes in respect of any Loans including, without limitation, LIBOR Loans (other than taxes imposed on the overall net income of such Bank for any such Loans by the United States of America or the jurisdiction in which such Bank has its principal office); or (ii) impose or modify any reserve, Federal Deposit Insurance Corporation premium or assessment, special deposit or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any of such Loans or any deposits referred to in the definition of "LIBOR Base Rate" in Article 1 hereof); or (iii) impose any other conditions affecting this Agreement in respect of Loans, including, without limitation, LIBOR Loans (or any of such extensions of credit, assets, deposits or liabilities); and the result of any event referred to in clause (i), (ii) or (iii) above shall be to increase such Bank's costs of making or maintaining any Loans including, without limitation, LIBOR Loans, or its Revolving Credit Commitment, or to reduce any amount receivable by such Bank hereunder in respect of its Revolving Credit Commitment (such increases in costs and reductions in amounts receivable are hereinafter referred to as "ADDITIONAL COSTS") in each case, only to the extent, with respect to LIBOR Loans, that such Additional Costs are not included in the LIBOR Base Rate applicable to LIBOR Loans, then, within ten (10) Business Days' of upon demand made by such Bank as promptly as practicable after it obtains knowledge that such a Regulatory Change exists and determines to make such demand (a copy of which demand shall be delivered to the Agent), the Borrowers Borrower 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 increased cost or reduction in amounts receivable by such Bank from the date of such change, together with interest on each such amount from the date demanded until payment in full thereof at the Post-Default Rate. All references to any "Bank" shall be deemed to include any participant in such Bank's Revolving Credit Commitment. (c) Without limiting the effect of the foregoing provisions of this Section 2.182.19, in the event that, by reason of any Regulatory Change, any Bank either: (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank which includes deposits by reference to which the interest rate on LIBOR Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank which includes LIBOR Loans, or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Bank so elects by notice to the Borrowers Borrower (with a copy to the Agent), the obligation of such Bank to make, and to convert Loans of any other Type into, Loans of such Type hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (and all Loans of such Type then outstanding shall be converted into Base Prime Rate Loans or into LIBOR Loans of another duration as the case may be, in accordance with Sections 2.17 2.18 and 2.212.22). (d) Determinations by any Bank for purposes of this Section 2.18 2.19 of the effect of any Regulatory Change on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts required to compensate such Bank in respect of any Additional Costs, shall be set forth in writing in reasonable detail describing the Additional Costs together with a calculation demonstrating the allocation to the Borrowers of such Additional Costs which and shall be conclusive, absent manifest error.

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. (b) In the event that any Regulatory Change shall: (i) change the basis of taxation of any amounts payable to any Bank under this Agreement or the Notes in respect of any Loans including, without limitation, LIBOR Eurodollar Loans (other than taxes imposed on the overall net income of such Bank for any such Loans by the United States of America or the jurisdiction in which such Bank has its principal officePrincipal Office); or (ii) impose or modify any reserve, Federal Deposit Insurance Corporation premium or assessment, special deposit or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any of such Loans or any deposits referred to in the definition of "LIBOR Fixed Base Rate" in Article 1 hereof); or (iii) impose any other conditions affecting this Agreement in respect of Loans, including, without limitation, LIBOR Eurodollar Loans (or any of such extensions of credit, assets, deposits or liabilities); and the result of any event referred to in clause (i), (ii) or (iii) above shall be to increase such Bank's costs of making or maintaining any Loans Loans, including, without limitation, LIBOR Eurodollar Loans, or its Revolving Credit Commitment, or to reduce any amount receivable by such Bank hereunder in respect of any of its Eurodollar Loans, or its Commitment (such increases in costs and reductions in amounts receivable are hereinafter referred to as "ADDITIONAL COSTSAdditional Costs") in each case, only to the extent, with respect to LIBOR Loans, extent that such Additional Costs are not included in the LIBOR Fixed Base Rate applicable to LIBOR such Eurodollar Loans, then, within ten (10) Business Days' of upon demand made by such Bank as promptly as practicable after it obtains knowledge that such a Regulatory Change exists and determines to make such demand (a copy of which demand shall be delivered to the Agent)demand, the Borrowers Borrower shall pay to such Bank from time to time as specified by such Bank, additional commitment fees or other amounts which shall be sufficient to compensate such Bank for such increased cost or reduction in amounts receivable by such Bank from the date of such change, together with interest on each such amount from the date demanded until payment in full thereof at the Post-Default Rate. All references to any "Bank" shall be deemed to include any participant in such Bank's Revolving Credit Commitment. (c) Without limiting the effect of the foregoing provisions of this Section 2.18, in the event that, by reason of any Regulatory Change, any Bank either: (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank which includes deposits by reference to which the interest rate on LIBOR Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank which includes LIBOR Eurodollar Loans, or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Bank so elects by notice to the Borrowers Borrower (with a copy to the Agentother Banks), the obligation of such Bank to make, and to convert Loans of any other Type type into, Loans of such Type type hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (and all Loans of such Type type then outstanding shall be converted into Base Prime Rate Loans or into LIBOR Eurodollar Loans of another duration duration, as the case may be, in accordance with Sections 2.17 and 2.212.21 hereof). (d) Determinations by any Bank for purposes of this Section 2.18 of the effect of any Regulatory Change on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts required to compensate such Bank in respect of any Additional Costs, shall be set forth in writing in reasonable detail describing the Additional Costs together with a calculation demonstrating the allocation to the Borrowers of such Additional Costs which and shall be conclusive, absent manifest error.

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 is, after the date of this Agreement, to impose upon any Bank LENDER or increase any capital requirement applicable as a result of the making or maintenance of such Bank's Revolving Credit Commitment LENDER’s 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 Bank's LENDER’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-Prime Based Rate and, if not paid within 30 days after demand, then with interest thereafter at the 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 "Bank" “LENDER” 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. (b) In the event that any Regulatory Change after the date of this Agreement shall: (i1) change the basis of taxation of any amounts payable to any Bank LENDER under this Agreement or the Notes in respect of any Loans including, without limitation, LIBOR Loans Revolving Note (other than taxes imposed on the overall net income of such Bank for any such Loans LENDER by the United States of America or the jurisdiction in which such Bank LENDER has its principal office); or (ii2) impose or modify any reserve, Federal Deposit Insurance Corporation premium or assessment, special deposit or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any of such Loans or any deposits referred to in the definition of "LIBOR Base Rate" in Article 1 hereof)LENDER; or (iii3) impose any other conditions affecting this Agreement in respect of Loans, including, without limitation, LIBOR Loans (Advances or any of such extensions of credit, assets, deposits or liabilities); and the result of any event referred to in clause (i1), (ii2) or (iii3) above shall be to increase such Bank's LENDER’s costs of making or maintaining any Loans Advances including, without limitation, LIBOR Loans, or its Revolving Credit Commitmentcommitment hereunder, or to reduce any amount receivable by such Bank LENDER hereunder in respect of its Commitment commitment hereunder (such increases in costs and reductions in amounts receivable are hereinafter referred to as "ADDITIONAL COSTS") “Additional Costs”), then, in each case, only to the extent, with respect to LIBOR Loans, that such Additional Costs are not included in the LIBOR Base Rate applicable to LIBOR Loans, then, within ten (10) Business Days' of upon demand made by such Bank LENDER as promptly as practicable after it obtains knowledge that such a Regulatory Change exists and determines to make such demand (a copy of which demand shall be delivered to the AgentLENDER), the Borrowers BORROWER shall pay to such Bank LENDER from time to time as specified by such BankLENDER, additional commitment fees or other amounts which shall be sufficient to compensate such Bank LENDER for such increased cost or reduction in amounts receivable by such Bank LENDER from the date of such change, together with interest on each such amount from the date demanded until payment in full thereof at the Post-Prime Based Rate and, if not paid within 30 days after demand, then with interest at the Default Rate. All references to any "Bank" “LENDER” 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. (c) Without limiting the effect of the foregoing provisions of this Section 2.18, in the event that, by reason of any Regulatory Change, any Bank either: (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank which includes deposits by reference to which the interest rate on LIBOR Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank which includes LIBOR Loans, or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Bank so elects by notice to the Borrowers (with a copy to the Agent), the obligation of such Bank to make, and to convert Loans of any other Type into, Loans of such Type hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (and all Loans of such Type then outstanding shall be converted into Base Rate Loans or into LIBOR Loans of another duration as the case may be, in accordance with Sections 2.17 and 2.21). (d) Determinations by any Bank LENDER for purposes of this Section 2.18 of the effect of any Regulatory Change on its costs of making or maintaining Loans Advances or on amounts receivable by it in respect of LoansAdvances, and of the additional amounts required to compensate such Bank LENDER in respect of any Additional Costs, shall be set forth in writing in reasonable detail describing the Additional Costs together with a calculation demonstrating the allocation to the Borrowers of such Additional Costs which and shall be conclusive, absent manifest error. (d) In the event that LENDER demands compensation under this Section, then without limiting or reducing the obligations of BORROWER hereunder, LENDER shall take reasonable steps to mitigate the circumstances resulting in such demand, provided, however, that LENDER shall not be required to take such steps if, in its opinion, such steps (1) would be inconsistent with LENDER’s internal policies, (2) would or might have an adverse effect upon LENDER’s business, operations, or financial condition or (3) would result in any cost, liability or exposure to LENDER.

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. (b) In the event that any Regulatory Change shall: (i) change the basis of taxation of any amounts payable to any Bank under this Agreement or the Notes in respect of any Loans including, without limitation, LIBOR Fixed Rate Loans (other than taxes imposed on the overall net income of such Bank for any such Loans by the United States of America or the jurisdiction in which such Bank has its principal office); or (ii) impose or modify any reserve, Federal Deposit Insurance Corporation premium or assessment, special deposit or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any of such Loans or any deposits referred to in the definition of "LIBOR Fixed Base Rate" in Article 1 hereof); or (iii) impose any other conditions affecting this Agreement in respect of Loans, including, without limitation, LIBOR Fixed Rate Loans (or any of such extensions of credit, assets, deposits or liabilities); and the result of any event referred to in clause (i), (ii) or (iii) above shall be to increase such Bank's costs of making or maintaining any Loans Loans, including, without limitation, LIBOR Fixed Rate Loans, or its Revolving Credit Commitment, or to reduce any amount receivable by such Bank hereunder in respect of any of its Fixed Rate Loans, or its Commitment (such increases in costs and reductions in amounts receivable are hereinafter referred to as "ADDITIONAL COSTSAdditional Costs") in each case, only to the extent, with respect to LIBOR Loans, extent that such Additional Costs are not included in the LIBOR Fixed Base Rate applicable to LIBOR such Fixed Rate Loans, then, within ten (10) Business Days' of upon demand made by such Bank as promptly as practicable after it obtains knowledge that such a Regulatory Change exists and determines to make such demand (a copy of which demand shall be delivered to the Agent), 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 increased cost or reduction in amounts receivable by such Bank from the date of such change, 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. All references to any "Bank" shall be deemed to include any participant in such Bank's Revolving Credit Commitment. (c) Without limiting the effect of the foregoing provisions of this Section 2.182.22, in the event that, by reason of any Regulatory Change, any Bank either: (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank which includes deposits by reference to which the interest rate on LIBOR Fixed Rate Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank which includes LIBOR Fixed Rate Loans, or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Bank so elects by notice to the Borrowers a Borrower (with a copy to the Agent), the obligation of such Bank to make, and to convert Loans of any other Type type into, Loans of such Type type hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (and all Loans of such Type type then outstanding shall be converted into Base Rate ABR Loans or into LIBOR Fixed Rate Loans of another duration duration, as the case may be, in accordance with Sections 2.17 2.21 and 2.212.25 hereof). (d) Determinations by any Bank for purposes of this Section 2.18 2.22 of the effect of any Regulatory Change on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts required to compensate such Bank in respect of any Additional Costs, shall be set forth in writing in reasonable detail describing the Additional Costs together with a calculation demonstrating the allocation to the Borrowers of such Additional Costs which and shall be conclusive, absent manifest error.

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. (b) In the event that any Regulatory Change shall: (i) change the basis of taxation of any amounts payable to any Bank under this Agreement or the Notes in respect of any Loans including, without limitation, LIBOR Loans (other than taxes imposed on the overall net income of such Bank for any such Loans by the United States of America or the jurisdiction in which such Bank has its principal office); or (ii) impose or modify any reserve, Federal Deposit Insurance Corporation premium or assessment, special deposit or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any of such Loans or any deposits referred to in the definition of "LIBOR Base Rate" in Article 1 hereof); or (iii) impose any other conditions affecting this Agreement in respect of Loans, including, without limitation, LIBOR Loans (or any of such extensions of credit, assets, deposits or liabilities); and the result of any event referred to in clause (i), (ii) or (iii) above shall be to increase such Bank's costs of making or maintaining any Loans including, without limitation, LIBOR Loans, or its Revolving Credit Commitment, or to reduce any amount receivable by such Bank hereunder in respect of its Commitment (such increases in costs and reductions in amounts receivable are hereinafter referred to as "ADDITIONAL COSTS"" ) in each case, only to the extent, with respect to LIBOR Loans, that such Additional Costs are not included in the LIBOR Base Rate applicable to LIBOR Loans, then, within ten (10) Business Days' of demand made by such Bank as promptly as practicable after it obtains knowledge that such a Regulatory Change exists and determines to make such demand (a copy of which demand shall be delivered to the Agent), 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 increased cost or reduction in amounts receivable by such Bank from the date of such change, together with interest on each such amount from the date demanded until payment in full thereof at the Post-Default Rate. All references to any "Bank" shall be deemed to include any participant in such Bank's Revolving Credit Commitment. (c) Without limiting the effect of the foregoing provisions of this Section 2.18, in the event that, by reason of any Regulatory Change, any Bank either: (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank which includes deposits by reference to which the interest rate on LIBOR Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank which includes LIBOR Loans, or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Bank so elects by notice to the Borrowers (with a copy to the Agent), the obligation of such Bank to make, and to convert Loans of any other Type into, Loans of such Type hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (and all Loans of such Type then outstanding shall be converted into Base Rate Loans or into LIBOR Loans of another duration as the case may be, in accordance with Sections 2.17 and 2.21). (d) Determinations by any Bank for purposes of this Section 2.18 of the effect of any Regulatory Change on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts required to compensate such Bank in respect of any Additional Costs, shall be set forth in writing in reasonable detail describing the Additional Costs together with a calculation demonstrating the allocation to the Borrowers of such Additional Costs which shall be conclusive, absent manifest error.

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. (b) In the event that any Regulatory Change shall: (i) change the basis of taxation of any amounts payable to any Bank under this Agreement or the Notes in respect of any Loans including, without limitation, LIBOR Loans or other Obligations (other than taxes imposed on the overall net income of such Bank for any such Loans by the United States of America or the jurisdiction in which such Bank has its principal officeoffice or Applicable Lending Office); or (ii) impose or modify any reserve, Federal Deposit Insurance Corporation premium or assessment, special deposit or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any of such Loans or any deposits referred to in the definition of "LIBOR Fixed Base Rate" in Article 1 hereof); or (iii) impose any other conditions affecting this Agreement in respect of Loans, including, without limitation, LIBOR Loans (or any of such extensions of credit, assets, deposits or liabilities); and the result of any event referred to in clause (i), (ii) or (iii) above shall be to increase such Bank's costs of making or maintaining any Loans including, without limitation, LIBOR Loans, or its Revolving Credit Commitment, or to reduce any amount receivable by such Bank hereunder in respect of any of its Loans or its Commitment (such increases in costs and reductions in amounts receivable are hereinafter referred to as "ADDITIONAL COSTSAdditional Costs") in each case, only to the extent, with respect to LIBOR Loans, that such Additional Costs are not included in the LIBOR Base Rate applicable to LIBOR Loans, then, within ten (10) Business Days' of upon demand made by such Bank as promptly as practicable after it obtains knowledge that such a Regulatory Change exists and determines to make such demand (a copy of which demand shall be delivered to the Agent), the Borrowers Borrower shall pay to such Bank from time to time as specified by such Bank, additional commitment fees or other amounts which shall be sufficient to compensate such Bank for such increased cost or reduction in amounts receivable by such Bank from the date of such change, 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. All references to any "Bank" shall be deemed to include any participant in such Bank's Revolving Credit Commitment. (c) Without limiting the effect of the foregoing provisions of this Section 2.182.21, in the event that, by reason of any Regulatory Change, any Bank either: (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank which includes deposits by reference to which the interest rate on LIBOR Fixed Rate Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank which includes LIBOR Fixed Rate Loans, or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Bank so elects by notice to the Borrowers Borrower (with a copy to the Agent), the obligation of such Bank to make, and to convert Loans of any other Type type into, Loans of such Type type hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (and all Loans of such Type type then outstanding shall be converted into Base Prime Rate Loans or into LIBOR Fixed Rate Loans of another duration duration, as the case may be, in accordance with Sections 2.17 and 2.21Section 2.24 hereof). (d) Determinations by any Bank for purposes of this Section 2.18 2.21 of the effect of any Regulatory Change on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts required to compensate such Bank in respect of any Additional Costs, shall be set forth in writing in reasonable detail describing the Additional Costs together with a calculation demonstrating the allocation to the Borrowers of such Additional Costs which and shall be conclusive, absent manifest error. (e) In the event that any Bank demands compensation under this Section 2.21, then (without limiting or reducing the obligations of the Borrower under this Section 2.21), such Bank shall take reasonable steps to mitigate the circumstances resulting in such demand, provided, that such Bank shall not be required to take any such steps if, in its opinion, such steps (i) would be inconsistent with the Bank's internal policies, (ii) would or might have an adverse effect upon the Bank's business, operations or financial condition or (iii) would result in any cost, liability or expense to the Bank. (f) The provisions of this Section 2.21 shall survive any termination of this Agreement.

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. (b) In the event that any Regulatory Change shall: (i) change the basis of taxation of any amounts payable to any Bank under this Agreement or the Notes in respect of any Loans including, without limitation, LIBOR Loans (other than taxes imposed on the overall net income of such Bank for any such Loans by the United States of America or the jurisdiction in which such Bank has its principal office); or (ii) impose or modify any reserve, Federal Deposit Insurance Corporation premium or assessment, special deposit or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any of such Loans or any deposits referred to in the definition of "“LIBOR Base Rate" ” in Article 1 hereof); or (iii) impose any other conditions affecting this Agreement in respect of Loans, including, without limitation, LIBOR Loans (or any of such extensions of credit, assets, deposits or liabilities); and the result of any event referred to in clause (i), (ii) or (iii) above shall be to increase such Bank's ’s costs of making or maintaining any Loans including, without limitation, LIBOR Loans, or its Revolving Credit Commitment, or to reduce any amount receivable by such Bank hereunder in respect of its Commitment (such increases in costs and reductions in amounts receivable are hereinafter referred to as "ADDITIONAL COSTS"“Additional Costs”) in each case, only to the extent, with respect to LIBOR Loans, that such Additional Costs are not included in the LIBOR Base Rate applicable to LIBOR Loans, then, within ten (10) Business Days' ’ of demand made by such Bank as promptly as practicable after it obtains knowledge that such a Regulatory Change exists and determines to make such demand (a copy of which demand shall be delivered to the Agent), 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 increased cost or reduction in amounts receivable by such Bank from the date of such change, together with interest on each such amount from the date demanded until payment in full thereof at the Post-Default Rate. All references to any "“Bank" ” shall be deemed to include any participant in such Bank's ’s Revolving Credit Commitment. (c) Without limiting the effect of the foregoing provisions of this Section 2.18, in the event that, by reason of any Regulatory Change, any Bank either: (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank which includes deposits by reference to which the interest rate on LIBOR Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank which includes LIBOR Loans, or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Bank so elects by notice to the Borrowers (with a copy to the Agent), the obligation of such Bank to make, and to convert Loans of any other Type into, Loans of such Type hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (and all Loans of such Type then outstanding shall be converted into Base Rate Loans or into LIBOR Loans of another duration as the case may be, in accordance with Sections 2.17 and 2.21). (d) Determinations by any Bank for purposes of this Section 2.18 of the effect of any Regulatory Change on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts required to compensate such Bank in respect of any Additional Costs, shall be set forth in writing in reasonable detail describing the Additional Costs together with a calculation demonstrating the allocation to the Borrowers of such Additional Costs which shall be conclusive, absent manifest error.

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. (b) In the event that any Regulatory Change shall: (i) change the basis of taxation of any amounts payable to any Bank Lender under this Agreement or the Notes in respect of any Loans including, without limitation, LIBOR Loans (other than taxes imposed on the overall net income of such Bank Lender for any such Loans by the United States of America or the jurisdiction in which such Bank Lender has its principal office); or (ii) impose or modify any reserve, Federal Deposit Insurance Corporation premium or assessment, special deposit or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank Lender (including any of such Loans or any deposits referred to in the definition of "“LIBOR Base Rate" ” in Article 1 I hereof); or (iii) impose any other conditions affecting this Agreement in respect of Loans, including, without limitation, LIBOR Loans (or any of such extensions of credit, assets, deposits or liabilities); and the result of any event referred to in clause (i), (ii) or (iii) above shall be to increase such Bank's Lender’s costs of making or maintaining any Loans including, without limitation, LIBOR Loans, or its Revolving Credit Commitment, or to reduce any amount receivable by such Bank Lender hereunder in respect of its Commitment (such increases in costs and reductions in amounts receivable are hereinafter referred to as "ADDITIONAL COSTS"“Additional Costs”) in each case, only to the extent, with respect to LIBOR Loans, that such Additional Costs are not included in the LIBOR Base Rate applicable to LIBOR Loans, then, within ten fifteen (1015) Business Days' ’ of demand made by such Bank Lender as promptly as practicable after it obtains knowledge that such a Regulatory Change exists and determines to make such demand (a copy of which demand shall be delivered to the Agent), the Borrowers Borrower shall pay to such Bank Lender from time to time as specified by such BankLender, additional amounts which shall be sufficient to compensate such Bank Lender for such increased cost or reduction in amounts receivable by such Bank Lender from the date of such change, together with interest on each such amount from the date demanded until payment in full thereof at the Post-Default Rate. All references to any "Bank" “Lender” shall be deemed to include any participant in such Bank's Lender’s Revolving Credit Commitment. (c) Without limiting the effect of the foregoing provisions of this Section 2.18, in the event that, by reason of any Regulatory Change, any Bank Lender either: (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank Lender which includes deposits by reference to which the interest rate on LIBOR Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank Lender which includes LIBOR Loans, or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Bank Lender so elects by notice to the Borrowers Borrower (with a copy to the Agent), the obligation of such Bank Lender to make, and to convert Loans of any other Type into, Loans of such Type hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (and all Loans of such Type then outstanding shall be converted into Base Rate Loans or into LIBOR Loans of another duration as the case may be, in accordance with Sections 2.17 and 2.21). (d) Determinations by any Bank Lender for purposes of this Section 2.18 of the effect of any Regulatory Change on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts required to compensate such Bank Lender in respect of any Additional Costs, shall be set forth in writing in reasonable detail describing the Additional Costs together with a calculation demonstrating the allocation to the Borrowers Borrower of such Additional Costs which shall be conclusive, absent manifest errorCosts.

Additional Costs; Capital Requirements. (a) In If any Affected Party determines that the event existence of or compliance with any Regulatory Change after the date of this Agreement affects or would affect the amount of capital required or expected to be maintained by such Affected Party and such Affected Party determines that the amount of such capital is increased by or based upon the existence of any existing commitment to make purchases of or future law otherwise to maintain the Loans, the Commitments or regulationany related liquidity facility or credit enhancement facility and other commitments of the same type, guideline then, upon written demand by such Affected Party (with a copy to the Agent and the Borrower), the Borrower shall immediately pay to such Affected Party, from time to time as specified by such Affected Party, additional amounts sufficient to compensate such Affected Party in the light of such circumstances, to the extent that such Affected Party reasonably determines such increase in capital to be allocable to the existence of any of such commitments or maintenance of the Loans. A certificate from such Affected Party to the Borrower certifying, in reasonably specific detail, the basis for, calculation of, and amount of such additional costs or reduced amount receivable shall be conclusive in the absence of manifest error; provided, however, that no Affected Party shall be required to disclose any confidential or tax planning information in any such certificate. The term “Regulatory Change” shall mean (i) the adoption after the date hereof of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy or liquidity coverage) or any change therein after the date hereof or (ii) any change after the date hereof in the interpretation thereof, or administration thereof by any court governmental authority, central bank or administrative or governmental authority (foreign or domestic) comparable agency charged with the interpretation or 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 imposeauthority, modify central bank 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 comparable agency; provided 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. (b) In the event that any Regulatory Change shall: (i) change the basis of taxation of any amounts payable to any Bank under this Agreement or the Notes in respect of any Loans including, without limitation, LIBOR Loans (other than taxes imposed on the overall net income of such Bank for any such Loans by the United States of America or the jurisdiction in which such Bank has its principal office); or (ii) impose or modify any reserve, Federal Deposit Insurance Corporation premium or assessment, special deposit or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any of such Loans or any deposits referred to in the definition of "LIBOR Base Rate" in Article 1 hereof); or (iii) impose any other conditions affecting this Agreement in respect of Loans, including, without limitation, LIBOR Loans (or any of such extensions of credit, assets, deposits or liabilities); and the result of any event referred to in clause (i), (ii) or (iii) above shall be to increase such Bank's costs of making or maintaining any Loans including, without limitation, LIBOR Loans, or its Revolving Credit Commitment, or to reduce any amount receivable by such Bank hereunder in respect of its Commitment (such increases in costs and reductions in amounts receivable are hereinafter referred to as "ADDITIONAL COSTS") in each case, only to the extent, with respect to LIBOR Loans, that such Additional Costs are not included in the LIBOR Base Rate applicable to LIBOR Loans, then, within ten (10) Business Days' of demand made by such Bank as promptly as practicable after it obtains knowledge that such a Regulatory Change exists and determines to make such demand (a copy of which demand shall be delivered to the Agent), 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 increased cost or reduction in amounts receivable by such Bank from the date of such change, together with interest on each such amount from the date demanded until payment in full thereof at the Post-Default Rate. All references to any "Bank" shall be deemed to include any participant in such Bank's Revolving Credit Commitment. (c) Without limiting the effect of the foregoing provisions of this Section 2.18, in the event that, by reason of any Regulatory Change, any Bank either: (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank which includes deposits by reference to which the interest rate on LIBOR Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank which includes LIBOR Loans, or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Bank so elects by notice to the Borrowers (with a copy to the Agent), the obligation of such Bank to make, and to convert Loans of any other Type into, Loans of such Type hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (and all Loans of such Type then outstanding shall be converted into Base Rate Loans or into LIBOR Loans of another duration as the case may be, in accordance with Sections 2.17 and 2.21). (d) Determinations by any Bank for purposes of this Section 2.18 definition, (x) the United States bank regulatory rule titled “Risk-Based Capital Guidelines; Capital Adequacy Guidelines; Capital Maintenance: Regulatory Capital; Impact of Modifications to Generally Accepted Accounting Principles; Consolidation of Asset-Backed Commercial Paper Programs; and Other Related Issues”, adopted on December 15, 2009, (y) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder, issued in connection therewith or in implementation thereof, and (z) all requests, rules, guidelines and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to or in connection with Basel II or Basel III, shall in each case be deemed to be a “Regulatory Change”, regardless of the effect of any Regulatory Change on its costs of making date enacted, adopted, issued or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts required to compensate such Bank in respect of any Additional Costs, shall be set forth in writing in reasonable detail describing the Additional Costs together with a calculation demonstrating the allocation to the Borrowers of such Additional Costs which shall be conclusive, absent manifest errorimplemented.

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. (b) In the event that any Regulatory Change in Law shall: (i) change the basis of taxation of any amounts payable to any Bank Lender under this Agreement or the Notes in respect of any Loans Obligations including, without limitation, LIBOR CDOR Loans (other than taxes imposed on the overall net income of such Bank Lender for any such Loans by the United States of America or the jurisdiction in which such Bank Lender has its principal office); or (ii) impose or modify any reserve, Federal Deposit Insurance Corporation premium or assessment, special deposit or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any of such Loans or any deposits referred to in the definition of "LIBOR Base Rate" in Article 1 hereof)Lender; or (iii) impose any other conditions affecting this Agreement in respect of Loansextensions of credit, including, without limitation, LIBOR CDOR Loans (or any of such extensions of credit, assets, deposits or liabilities); and the result of any event referred to in clause (i), (ii) or (iii) above shall be to increase such Bank's Lender’s costs of making or maintaining any Loans extensions of credit including, without limitation, LIBOR CDOR Loans, or its Revolving Credit commitments (including its Term Loan Commitment), or to reduce any amount receivable by such Bank Lender hereunder in respect of its Commitment any such commitment (such increases in costs and reductions in amounts receivable are hereinafter referred to as "ADDITIONAL COSTS") in each case, only to the extent, with respect to LIBOR Loans, that such “Additional Costs are not included in the LIBOR Base Rate applicable to LIBOR LoansCosts”), then, within ten (10) Business Days' Days of demand made by such Bank Lender as promptly as practicable after it obtains knowledge that such a Regulatory Change in Law exists and determines to make such demand (a copy of which demand shall be delivered to the Administrative Agent), the Borrowers Borrower shall pay to such Bank Lender from time to time as specified by such BankLender, additional amounts which shall be sufficient to compensate such Bank Lender for such increased cost or reduction in amounts receivable by such Bank Lender from the date of such changeChange in Law, together with interest on each such amount from the date demanded until payment in full thereof at the Post-Default Rate. All references to any "Bank" “Lender” shall be deemed to include any participant in of such Bank's Revolving Credit CommitmentLender. (c) Without limiting the effect of the foregoing provisions of this Section 2.18, in the event that, by reason of any Regulatory Change, any Bank either: (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank which includes deposits by reference to which the interest rate on LIBOR Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank which includes LIBOR Loans, or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Bank so elects by notice to the Borrowers (with a copy to the Agent), the obligation of such Bank to make, and to convert Loans of any other Type into, Loans of such Type hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (and all Loans of such Type then outstanding shall be converted into Base Rate Loans or into LIBOR Loans of another duration as the case may be, in accordance with Sections 2.17 and 2.21). (d) Determinations by any Bank Lender for purposes of this Section 2.18 of the effect of any Regulatory Change in Law on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loansthereof, and of the additional amounts required to compensate such Bank Lender in respect of any Additional Costs, shall be set forth in writing in reasonable detail describing the Additional Costs together with a calculation demonstrating the allocation to the Borrowers Borrower of such Additional Costs which shall be conclusive, absent manifest error. The obligations of the Borrower under this Section 2.18 shall survive the payment of the Obligations and the termination of this Agreement.

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. (b) In the event that any Regulatory Change shall: (i) change the basis of taxation of any amounts payable to any Bank Lender under this Agreement or the Notes in respect of any Loans including, without limitation, LIBOR Eurodollar Loans or in respect of L/Cs (other than taxes imposed on the overall net income of such Bank Lender for any such Loans by the United States of America or the jurisdiction in which such Bank Lender has its principal office); or (ii) impose or modify any reserve, Federal Deposit Insurance Corporation premium or assessment, special deposit or similar requirements relating to any extensions of credit, letters of credit or guarantees issued by or participations thereof of or other assets of, or any deposits with or other liabilities of, such Bank Lender (including in respect of any of such Loans or any deposits referred to in the definition of "LIBOR Base Rate" in Article 1 hereofhereof or in respect of L/Cs); or (iii) impose any other conditions affecting this Agreement in respect of Loans, including, without limitation, LIBOR Eurodollar Loans or L/Cs (or any of such extensions of credit, assets, deposits or liabilitiesliabilities relating thereto); and the result of any event referred to in clause (i), (ii) or (iii) above shall be to increase such BankLender's costs of making or maintaining maintaining, participating in or acquiring any Loans Loans, including, without limitation, LIBOR Eurodollar Loans, or L/Cs or its Revolving Credit Commitment, or to reduce any amount receivable by such Bank Lender hereunder in respect of its Commitment any of the foregoing (such increases in costs and reductions in amounts receivable are hereinafter referred to as "ADDITIONAL COSTS") ), in each case, only to the extent, with respect to LIBOR Loans, extent that such Additional Costs are not included in the LIBOR Base Rate applicable to LIBOR such Eurodollar Loans, then, within ten (10i) Business Days' such Lender shall promptly notify the Borrower in writing of such Regulatory Change and (ii) upon demand made by such Bank Lender as promptly as practicable after it obtains knowledge that such a Regulatory Change exists and determines to make such demand (a copy of which demand shall be delivered to the Agent), the Borrowers Borrower shall pay to such Bank Lender from time to time as specified by such BankLender in a certificate setting forth in reasonable detail the basis of the computation of such amount, additional commitment fees or other amounts which shall be sufficient to compensate such Bank Lender for such increased cost or reduction in amounts receivable by such Bank Lender from the date of such change, together with interest on each such amount from the date demanded until payment in full thereof at the Post-Default Rate. All references to any "BankLender" shall be deemed to include any participant in such BankLender's Revolving Credit Commitment. (c) Without limiting the effect of the foregoing provisions of this Section 2.182.17, in the event that, by reason of any Regulatory Change, any Bank Lender either: (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank Lender which includes deposits by reference to which the interest rate on LIBOR Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank Lender which includes LIBOR Eurodollar Loans, or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Bank Lender so elects by notice to the Borrowers Borrower (with a copy to the Agent), the obligation of such Bank Lender to make, and to convert Loans of any other Type type into, Loans of such Type type hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (and all Loans of such Type type then outstanding shall be converted into Base Prime Rate Loans or into LIBOR Eurodollar Loans of another duration duration, as the case may be, in accordance with Sections 2.17 and 2.21Section 2.23 hereof). (d) Determinations by . If at any Bank for purposes of time after such Lender gives notice under this Section 2.18 of the effect of any 2.17(c) such Lender determines that such Regulatory Change on its costs is no longer in effect, such Lender shall promptly give notice of making or maintaining Loans or on amounts receivable by it that determination, in respect of Loanswriting, to the Borrower and the Agent, and of the additional amounts required Agent shall promptly transmit the notice to compensate each other Lender. At such Bank time as such Regulatory Change is no longer in respect of any Additional Costs, shall be set forth in writing in reasonable detail describing the Additional Costs together with a calculation demonstrating the allocation to the Borrowers of effect (whether or not such Additional Costs which shall be conclusive, absent manifest error.notice has been

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. (b) In the event that any Regulatory Change shall: (i) change the basis of taxation of any amounts payable to any Bank under this Agreement or the Notes in respect of any Loans including, without limitation, LIBOR Loans or other Obligations (other than taxes imposed on the overall net income of such Bank for any such Loans by the United States of America or the jurisdiction in which such Bank has its principal officeoffice or Applicable Lending Office); or (ii) impose or modify any reserve, Federal Deposit Insurance Corporation premium or assessment, special deposit or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any of such Loans or any deposits referred to in the definition of "LIBOR Fixed Base Rate" in Article 1 hereof); or (iii) impose any other conditions affecting this Agreement in respect of Loans, including, without limitation, LIBOR Loans Letters of Credit or participations therein (or any of such extensions of credit, assets, deposits or liabilities); and the result of any event referred to in clause (i), (ii) or (iii) above shall be to increase such Bank's costs of making or maintaining any Loans including, without limitation, LIBOR Loans, Letters of Credit or participations therein or its Revolving Credit Commitment, or to reduce any amount receivable by such Bank hereunder in respect of any of its Loans, Letters of Credit or participations therein or its Commitment (such increases in costs and reductions in amounts receivable are hereinafter referred to as "ADDITIONAL COSTSAdditional Costs") in each case, only to the extent, with respect to LIBOR Loans, that such Additional Costs are not included in the LIBOR Base Rate applicable to LIBOR Loans, then, within ten (10) Business Days' of upon demand made by such Bank as promptly as practicable after it obtains knowledge that such a Regulatory Change exists and determines to make such demand (a copy of which demand shall be delivered to the Agent), the Borrowers shall pay to such Bank from time to time as specified by such Bank, additional commitment fees or other amounts which shall be sufficient to compensate such Bank for such increased cost or reduction in amounts receivable by such Bank from the date of such change, 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 Rate. All references Rate applicable to any "Bank" shall be deemed to include any participant in such Bank's Revolving Credit CommitmentLoans hereunder. (c) Without limiting the effect of the foregoing provisions of this Section 2.182.21, in the event that, by reason of any Regulatory Change, any Bank either: (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank which includes deposits by reference to which the interest rate on LIBOR Fixed Rate Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank which includes LIBOR Fixed Rate Loans, or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Bank so elects by notice to the Borrowers NPDC (with a copy to the Agent), the obligation of such Bank to make, and to convert Loans of any other Type type into, Loans of such Type type hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (and all Loans of such Type type then outstanding shall be converted into Base Prime Rate Loans or into LIBOR Fixed Rate Loans of another duration duration, as the case may be, in accordance with Sections 2.17 and 2.21Section 2.24 hereof). (d) Determinations by any Bank for purposes of this Section 2.18 2.21 of the effect of any Regulatory Change on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts required to compensate such Bank in respect of any Additional Costs, shall be set forth in writing in reasonable detail describing the Additional Costs together with a calculation demonstrating the allocation to the Borrowers of such Additional Costs which and shall be conclusive, absent manifest error. (e) In the event that any Bank demands compensation under this Section 2.21, then (without limiting or reducing the obligations of the Borrowers under this Section 2.21), such Bank shall take reasonable steps to mitigate the circumstances resulting in such demand, provided, that such Bank shall not be required to take any such steps if, in its opinion, such steps (i) would be inconsistent with the Bank's internal policies, (ii) would or might have an adverse effect upon the Bank's business, operations or financial condition or (iii) would result in any cost, liability or expense to the Bank. (f) The provisions of this Section 2.21 shall survive any termination of this Agreement.

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. (b) In the event that any Regulatory Change shall: (i) change the basis of taxation of any amounts payable to any Bank under this Agreement or the Notes in respect of any Loans including, without limitation, LIBOR Loans (other than taxes imposed on the overall net income of such Bank for any such Loans by the United States of America or the jurisdiction in which such Bank has its principal office); or (ii) impose or modify any reserve, Federal Deposit Insurance Corporation premium or assessment, special deposit or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any of such Loans or any deposits referred to in the definition of "LIBOR “Fixed Base Rate" ” in Article 1 I hereof); or (iii) impose any other conditions affecting this Agreement in respect of Loans, including, without limitation, LIBOR Loans (or any of such extensions of credit, assets, deposits or liabilities); and the result of any event referred to in clause (i), (ii) or (iii) above shall be to increase such Bank's ’s costs of making or maintaining any Loans Loans, including, without limitation, LIBOR Loans, or its Revolving Credit Commitment, or to reduce any amount receivable by such Bank hereunder in respect of any of its LIBOR Loans, or its Commitment (such increases in costs and reductions in amounts receivable are hereinafter referred to as "ADDITIONAL COSTS"“Additional Costs”) in each case, only to the extent, with respect to LIBOR Loans, extent that such Additional Costs are not included in the LIBOR Fixed Base Rate applicable to such LIBOR Loans, then, within ten (10) Business Days' of upon demand made by such Bank as promptly as practicable after it obtains knowledge that such a Regulatory Change exists and determines to make such demand (a copy of which demand shall be delivered to the Agent), 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 increased cost or reduction in amounts receivable by such Bank from the date of such change, 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. All references to any "“Bank" ” shall be deemed to include any participant in such Bank's Revolving Credit ’s Commitment. (c) Without limiting the effect of the foregoing provisions of this Section 2.182.22, in the event that, by reason of any Regulatory Change, any Bank either: (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank which includes deposits by reference to which the interest rate on LIBOR Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank which includes LIBOR Loans, or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Bank so elects by notice to the Borrowers a Borrower (with a copy to the Agent), the obligation of such Bank to make, and to convert Loans of any other Type type into, LIBOR Loans of such Type hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (and all Loans of such Type type then outstanding shall be converted into Base Rate ABR Loans or into LIBOR Loans of another duration as the case may be, in accordance with Sections 2.17 2.21 and 2.212.25 hereof). (d) Determinations by any Bank for purposes of this Section 2.18 2.22 of the effect of any Regulatory Change on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts required to compensate such Bank in respect of any Additional Costs, shall be set forth in writing in reasonable detail describing the Additional Costs together with a calculation demonstrating the allocation to the Borrowers of such Additional Costs which and shall be conclusive, absent manifest error.

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) Governmental Authority charged with the administration 55 -47- thereof, or compliance by any Bank Lender or any Affiliate of any Lender with any request or directive (whether or not having the force of law) of any such authority 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's Loans or Commitments hereunder, and the result of any such event referred to above is to impose upon any Bank Lender or any Affiliate of any Lender or increase any capital requirement applicable as a result of the making or maintenance of such BankLender's Revolving Credit Commitment Extensions or its 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 Banksuch Lender's reasonable allocation of the aggregate of such capital increases or impositions), then, then such Lender may make demand on the Borrower and within ten (10) Business Days' of 30 days after 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 Lender (a copy of which demand shall be delivered to make such demandthe Agent), the Borrowers Borrower shall immediately 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 such payment becomes due until payment in full thereof at the Post-Default Rate, provided, however, that if such Lender does not make demand on the Borrower within 90 days after becoming aware of such imposition or increase in capital requirements, then such Lender may make demand only for such additional amounts which shall be sufficient to compensate such Lender for such imposition or increase in capital requirements for periods not preceding the day 90 days prior than the date on which demand is made. 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 references to any "Bank" shall be deemed to include any participant in such Bank's Revolving Credit Commitment. (b) In the event that any Regulatory Change shall: (i) change the basis of taxation of any amounts payable to any Bank Lender under this Agreement or the Notes in respect of any Loans including, without limitation, LIBOR including Eurodollar Loans (other than taxes imposed on the overall net income of such Bank for any such Loans by the United States of America or the jurisdiction in which such Bank has its principal officeLender); or (ii) impose or modify any reserve, Federal Deposit Insurance Corporation FDIC premium or assessment, special deposit or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank Lender (including any of such Loans or any deposits referred to in the definition of "LIBOR Eurodollar Base Rate" in Article 1 I hereof); or (iii) impose any other conditions affecting this Agreement in respect of Loans, including, without limitation, LIBOR including Eurodollar Loans (or any of such extensions of credit, assets, deposits or liabilities); and the result of any event referred to in clause (i), (ii) or (iii) above shall be to increase such BankLender's costs of making or maintaining any Loans includingLoans, without limitation, LIBOR including Eurodollar Loans, or its Revolving Credit CommitmentCommitments, or to reduce any amount receivable by such Bank Lender hereunder in respect of any of its Commitment Eurodollar Loans, or its Commitments (such increases in costs and reductions in amounts receivable are hereinafter referred to as "ADDITIONAL COSTSAdditional Costs") in each case, only to the extent, with respect to LIBOR Loans, extent that such Additional Costs are not included in the LIBOR Eurodollar Base Rate applicable to LIBOR such Eurodollar Loans, then, then such Lender may make demand on the Borrower and within ten (10) Business Days' of 30 days after demand made by such Bank as promptly as practicable after it obtains knowledge that such a Regulatory Change exists and determines to make such demand Lender (a copy of which demand shall be delivered to the Agent), the Borrowers Borrower shall pay to such Bank Lender from time to time as specified by such BankLender, additional amounts which shall be sufficient to compensate such Bank Lender for such increased cost or reduction in amounts receivable by such Bank Lender from the date of such change, together with interest on each such amount from the date demanded such payment becomes due until payment in full thereof at the Post-Default Rate. All references to any "Bank" , provided, however, that if such Lender does not make demand on the Borrower within 90 days after becoming aware of such Regulatory Change, then such Lender may make demand only for such 56 -48- additional amounts as shall be deemed sufficient to include any participant compensate such Lender for increased costs or reductions in amounts receivable by such Bank's Revolving Credit CommitmentLender for periods not preceding the day 90 days prior to such demand. (c) Without limiting the effect of the foregoing provisions of this Section 2.182.20, in the event that, by reason of any Regulatory Change, any Bank Lender either: (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank Lender which includes deposits by reference to which the interest rate on LIBOR Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank Lender which includes LIBOR Eurodollar Loans, or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that which it may hold, then, if such Bank Lender so elects by notice to the Borrowers Borrower (with a copy to the Agent), the obligation of such Bank Lender to make, and to convert Loans of any other Type type into, Loans of such Type type hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (and all Loans of such Type type then outstanding shall be converted into Base Rate Loans or into LIBOR Eurodollar Loans of another duration duration, as the case may be, in accordance with Sections 2.17 2.19 and 2.212.23). (d) Determinations by any Bank Lender for purposes of this Section 2.18 2.20 of the effect of any Regulatory Change on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts required to compensate such Bank Lender in respect of any Additional Costs, shall be set forth in writing in reasonable detail describing the Additional Costs together with a calculation demonstrating the allocation to the Borrowers of such Additional Costs which and shall be conclusive, absent manifest error. Each Lender shall allocate any cost increases required by this Section 2.20 among its customers in good faith and on an equitable basis. (e) If any Lender makes demand pursuant to paragraphs (a) or (b) of this Section 2.20, so long as no Event of Default shall have occurred and be continuing and the Borrower has obtained from another Lender or another bank or financial institution acceptable to the Agent a commitment to become a Lender for all purposes under this Agreement and to assume all obligations of the Lender to be replaced, the Borrower may require the Lender making such demand to assign all of its rights and obligations under this Agreement, its Note and the other Loan Documents to such other Lender or other bank or financial institution pursuant to the provisions of Subsection 13.11(b); provided that, prior to or concurrently with such replacement (i) the Borrower has paid to the Lender making demand all principal, interest, fees and other amounts payable to such Lender through such date of replacement, (ii) the Borrower has paid to the Agent the registration and processing fee required to be paid by Section 13.11(d), and (iii) all of the requirements for such assignment contained in Section 13.11(b), including the receipt by the Agent of an executed Assignment and Acceptance Agreement and other supporting documents, have been fulfilled.

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. (b) In the event that any Regulatory Change shall: (i1) change the basis of taxation of any amounts payable to any Bank LENDER under this Agreement or the Notes in respect of any Loans including, without limitation, LIBOR Loans Revolving Note (other than taxes imposed on the overall net income of such Bank LENDER for any such Loans by the United States of America or the jurisdiction in which such Bank has its principal office); or (ii) impose or modify any reserve, Federal Deposit Insurance Corporation premium or assessment, special deposit or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any of such Loans or any deposits referred to in the definition of "LIBOR Base Rate" in Article 1 hereof); or (iii) impose any other conditions affecting this Agreement in respect of Loans, including, without limitation, LIBOR Loans (or any of such extensions of credit, assets, deposits or liabilities); and the result of any event referred to in clause (i), (ii) or (iii) above shall be to increase such Bank's costs of making or maintaining any Loans including, without limitation, LIBOR Loans, or its Revolving Credit Commitment, or to reduce any amount receivable by such Bank hereunder in respect of its Commitment (such increases in costs and reductions in amounts receivable are hereinafter referred to as "ADDITIONAL COSTS") in each case, only to the extent, with respect to LIBOR Loans, that such Additional Costs are not included in the LIBOR Base Rate applicable to LIBOR Loans, then, within ten (10) Business Days' of demand made by such Bank as promptly as practicable after it obtains knowledge that such a Regulatory Change exists and determines to make such demand (a copy of which demand shall be delivered to the Agent), 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 increased cost or reduction in amounts receivable by such Bank from the date of such change, together with interest on each such amount from the date demanded until payment in full thereof at the Post-Default Rate. All references to any "Bank" shall be deemed to include any participant in such Bank's Revolving Credit Commitment. (c) Without limiting the effect of the foregoing provisions of this Section 2.18, in the event that, by reason of any Regulatory Change, any Bank either: (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank which includes deposits by reference to which the interest rate on LIBOR Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank which includes LIBOR Loans, or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Bank so elects by notice to the Borrowers (with a copy to the Agent), the obligation of such Bank to make, and to convert Loans of any other Type into, Loans of such Type hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (and all Loans of such Type then outstanding shall be converted into Base Rate Loans or into LIBOR Loans of another duration as the case may be, in accordance with Sections 2.17 and 2.21). (d) Determinations by any Bank for purposes of this Section 2.18 of the effect of any Regulatory Change on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts required to compensate such Bank in respect of any Additional Costs, shall be set forth in writing in reasonable detail describing the Additional Costs together with a calculation demonstrating the allocation to the Borrowers of such Additional Costs which shall be conclusive, absent manifest error.such

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. (b) In the event that any Regulatory Change shall: (i) change the basis of taxation of any amounts payable to any Bank under this Agreement or the Notes in respect of any Loans including, without limitation, LIBOR Loans (other than taxes imposed on the overall net income of such Bank for any such Loans by the United States of America or the jurisdiction in which such Bank has its principal office); or (ii) impose or modify any reserve, Federal Deposit Insurance Corporation premium or assessment, special deposit or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any of such Loans or any deposits referred to in the definition of "LIBOR Base Rate" in Article 1 hereof); or (iii) impose any other conditions affecting this Agreement in respect of Loans, including, without limitation, LIBOR Loans (or any of such extensions of credit, assets, deposits or liabilities); and the result of any event referred to in clause (i), (ii) or (iii) above shall be to increase such Bank's costs of making or maintaining any Loans including, without limitation, LIBOR Loans, or its Revolving Credit Commitment, or to reduce any amount receivable by such Bank hereunder in respect of its Commitment (such increases in costs and reductions in amounts receivable are hereinafter referred to as "ADDITIONAL COSTS") in each case, only to the extent, with respect to LIBOR Loans, that such Additional Costs are not included in the LIBOR Base Rate applicable to LIBOR Loans, then, within ten (10) Business Days' of demand made by such Bank as promptly as practicable after it obtains knowledge that such a Regulatory Change exists and determines to make such demand (a copy of which demand shall be delivered to the Agent), 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 increased cost or reduction in amounts receivable by such Bank from the date of such change, together with interest on each such amount from the date demanded until payment in full thereof at the Post-Default Rate. All references to any "Bank" shall be deemed to include any participant in such Bank's Revolving Credit Commitment. (c) Without limiting the effect of the foregoing provisions of this Section 2.18, in the event that, by reason of any Regulatory Change, any Bank either: (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank which includes deposits by reference to which the interest rate on LIBOR Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank which includes LIBOR Loans, or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Bank so elects by notice to the Borrowers (with a copy to the Agent), the obligation of such Bank to make, and to convert Loans of any other Type into, Loans of such Type hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (and all Loans of such Type then outstanding shall be converted into Base Rate Loans or into LIBOR Loans of another duration as the case may be, in accordance with Sections 2.17 and 2.21). (d) Determinations by any Bank for purposes of this Section 2.18 of the effect of any Regulatory Change on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts required to compensate such Bank in respect of any Additional Costs, shall be set forth in writing in reasonable detail describing the Additional Costs together with a calculation demonstrating the allocation to the Borrowers of such Additional Costs which shall be conclusive, absent manifest error.

Additional Costs; Capital Requirements. (a) In If any Affected Party determines that the event existence of or compliance with any Regulatory Change after the Original Closing Date affects or would affect the amount of capital required or expected to be maintained by such Affected Party and such Affected Party determines that the amount of such capital is increased by or based upon the existence of any existing commitment to make purchases of or future law otherwise to maintain the Loans, the Commitments or regulationany related liquidity facility or credit enhancement facility and other commitments of the same type, guideline then, upon written demand by such Affected Party (with a copy to the Agent and the Borrower), the Borrower shall immediately pay to such Affected Party, from time to time as specified by such Affected Party, additional amounts sufficient to compensate such Affected Party in the light of such circumstances, to the extent that such Affected Party reasonably determines such increase in capital to be allocable to the existence of any of such commitments or maintenance of the Loans. A certificate from such Affected Party to the Borrower certifying, in reasonably specific detail, the basis for, calculation of, and amount of such additional costs or reduced amount receivable shall be conclusive in the absence of manifest error; provided, however, that no Affected Party shall be required to disclose any confidential or tax planning information in any such certificate. The term “Regulatory Change” shall mean (i) the adoption after the Original Closing Date of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy or liquidity coverage) or any change therein after the Original Closing Date or (ii) any change after the Original Closing Date in the interpretation thereof, or administration thereof by any court governmental authority, central bank or administrative or governmental authority (foreign or domestic) comparable agency charged with the interpretation or 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 imposeauthority, modify central bank 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 comparable agency; provided 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. (b) In the event that any Regulatory Change shall: (i) change the basis of taxation of any amounts payable to any Bank under this Agreement or the Notes in respect of any Loans including, without limitation, LIBOR Loans (other than taxes imposed on the overall net income of such Bank for any such Loans by the United States of America or the jurisdiction in which such Bank has its principal office); or (ii) impose or modify any reserve, Federal Deposit Insurance Corporation premium or assessment, special deposit or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any of such Loans or any deposits referred to in the definition of "LIBOR Base Rate" in Article 1 hereof); or (iii) impose any other conditions affecting this Agreement in respect of Loans, including, without limitation, LIBOR Loans (or any of such extensions of credit, assets, deposits or liabilities); and the result of any event referred to in clause (i), (ii) or (iii) above shall be to increase such Bank's costs of making or maintaining any Loans including, without limitation, LIBOR Loans, or its Revolving Credit Commitment, or to reduce any amount receivable by such Bank hereunder in respect of its Commitment (such increases in costs and reductions in amounts receivable are hereinafter referred to as "ADDITIONAL COSTS") in each case, only to the extent, with respect to LIBOR Loans, that such Additional Costs are not included in the LIBOR Base Rate applicable to LIBOR Loans, then, within ten (10) Business Days' of demand made by such Bank as promptly as practicable after it obtains knowledge that such a Regulatory Change exists and determines to make such demand (a copy of which demand shall be delivered to the Agent), 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 increased cost or reduction in amounts receivable by such Bank from the date of such change, together with interest on each such amount from the date demanded until payment in full thereof at the Post-Default Rate. All references to any "Bank" shall be deemed to include any participant in such Bank's Revolving Credit Commitment. (c) Without limiting the effect of the foregoing provisions of this Section 2.18, in the event that, by reason of any Regulatory Change, any Bank either: (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank which includes deposits by reference to which the interest rate on LIBOR Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank which includes LIBOR Loans, or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Bank so elects by notice to the Borrowers (with a copy to the Agent), the obligation of such Bank to make, and to convert Loans of any other Type into, Loans of such Type hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (and all Loans of such Type then outstanding shall be converted into Base Rate Loans or into LIBOR Loans of another duration as the case may be, in accordance with Sections 2.17 and 2.21). (d) Determinations by any Bank for purposes of this Section 2.18 definition, (x) the United States bank regulatory rule titled “Risk-Based Capital Guidelines; Capital Adequacy Guidelines; Capital Maintenance: Regulatory Capital; Impact of Modifications to Generally Accepted Accounting Principles; Consolidation of Asset-Backed Commercial Paper Programs; and Other Related Issues”, adopted on December 15, 2009, (y) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder, issued in connection therewith or in implementation thereof, and (z) all requests, rules, guidelines and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to or in connection with Basel II or Basel III, shall in each case be deemed to be a “Regulatory Change”, regardless of the effect of any Regulatory Change on its costs of making date enacted, adopted, issued or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts required to compensate such Bank in respect of any Additional Costs, shall be set forth in writing in reasonable detail describing the Additional Costs together with a calculation demonstrating the allocation to the Borrowers of such Additional Costs which shall be conclusive, absent manifest errorimplemented.