Common use of Increased Capital Clause in Contracts

Increased Capital. If after the date hereof any Lender or Issuing Bank determines that (i) the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over any Lender, Issuing Bank or banks or financial institutions generally (whether or not having the force of law), compliance with which affects or would affect the amount of capital required or expected to be maintained by such Lender or Issuing Bank or any corporation controlling such Lender or Issuing Bank and (ii) the amount of such capital is increased by or based upon (A) the making or maintenance by any Lender of its Loans, any Lender's participation in or obligation to participate in the Loans, Letters of Credit Acceptances or other advances made hereunder or the existence of any Lender's obligation to make Loans or (B) the issuance or maintenance by any Issuing Bank of, or the existence of any Issuing Bank's obligation to Issue or create, Letters of Credit or Acceptances, then, in any such case, upon written demand by such Lender or Issuing Bank (with a copy of such demand to the Administrative Agent), the Borrowers jointly and severally agree immediately to pay to the Administrative Agent for the account of such Lender or Issuing Bank, from time to time as specified by such Lender or Issuing Bank, additional amounts sufficient to compensate such Lender or Issuing Bank or such corporation therefor. Such demand shall be accompanied by a statement as to the amount of such compensation and include a brief summary of the basis for such demand. Such statement shall be conclusive and binding for all purposes, in the absence of manifest error.

Increased Capital. If after the date hereof any Lender or Issuing Bank determines that (i) the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over any Lender, Issuing Bank or banks or financial institutions generally (whether or not having the force of law), compliance with which affects or would affect the amount of capital required or expected to be maintained by such Lender or Issuing Bank or any corporation controlling such Lender or Issuing Bank and (ii) the amount of such capital is increased by or based upon (A) the making or maintenance by any Lender of its Loans, any Lender's participation in or obligation to participate in the Loans, Letters of Credit Acceptances or other advances made hereunder or the existence of any Lender's obligation to make Loans or (B) the issuance or maintenance by any Issuing Bank of, or the existence of any Issuing Bank's obligation to Issue or createissue, Letters of Credit or AcceptancesCredit, then, in any such case, upon written demand by such Lender or Issuing Bank (with a copy of such demand to the Administrative Agent), the Borrowers jointly and severally agree shall immediately to pay to the Administrative Agent for the account of such Lender or Issuing Bank, from time to time as specified by such Lender or Issuing Bank, additional amounts sufficient to compensate such Lender or Issuing Bank or such corporation therefor. Such demand shall be accompanied by a statement as to the amount of such compensation and include a brief summary of the basis for such demand. Such statement shall be conclusive and binding for all purposes, in the absence of absent manifest error.

Increased Capital. If after the date hereof any Lender or Issuing Bank determines that (i) the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over any Lender, Issuing Bank Lender or banks or financial institutions generally (whether or not having the force of law), compliance with which affects or would affect the amount of capital required or expected to be maintained by such Lender or Issuing Bank or any corporation controlling such Lender or Issuing Bank and (ii) the amount of such capital is increased by or based upon (A) the making or maintenance by any Lender of its Loans, any Lender's participation in or obligation to participate in the Loans, Letters of Credit Acceptances or other advances made hereunder or the existence of any Lender's obligation to make Loans or (B) the issuance or maintenance by any Issuing Bank Lender of, or the existence of any Issuing BankLender's obligation to Issue or createissue, Letters of Credit or AcceptancesCredit, then, in any such case, upon within ten (10) Business Days after written demand by such Lender or Issuing Bank (with a copy of such demand to the Administrative Agent), the Borrowers jointly and severally agree Borrower shall immediately to pay to the Administrative Agent for the account of such Lender or Issuing BankLender, from time to time as specified by such Lender or Issuing BankLender, additional amounts sufficient to compensate such Lender or Issuing Bank or such corporation therefor. Such demand shall be accompanied by a statement as to the amount of such compensation and include a brief summary of the basis for such demand. Such statement shall be conclusive and binding for all purposes, in the absence of absent manifest error.

Increased Capital. If after the date hereof any Lender or Issuing Bank determines that (i) the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over any Lender, any Issuing Bank or banks or financial institutions generally (whether or not having the force of law), compliance with which affects or would affect the amount of capital required or expected to be maintained by such Lender or Issuing Bank or any corporation controlling such Lender or Issuing Bank and (ii) the amount of such capital is increased by or based upon (A) the making or maintenance by any Lender of its Loans, any Lender's participation in or obligation to participate in the Loans, Letters of Credit Acceptances or other advances made hereunder or the existence of any Lender's obligation to make Loans or (B) the issuance or maintenance by any Issuing Bank of, or the existence of any Issuing Bank's obligation to Issue or createissue, Letters of Credit or AcceptancesCredit, then, in any such case, upon written demand by such Lender or Issuing Bank (with a copy of such demand to the Administrative Agent), the Borrowers jointly and severally agree shall immediately to pay to the Administrative Agent for the account of such Lender or Issuing Bank, from time to time as specified by such Lender or Issuing Bank, additional amounts sufficient to compensate such Lender or Issuing Bank or such corporation therefor. Such demand shall be accompanied by a statement as to the amount of such compensation and include a brief summary of the basis for such demand. Such statement shall be conclusive and binding for all purposes, in the absence of absent manifest error.

Increased Capital. If after the date hereof any Lender or Issuing Bank determines shall have determined that (i) the adoption of any applicable law, rule, regulation, guideline, directive or implementation request (whether or not having force of law) regarding capital requirements for banks or bank holding companies, or any change in therein or in the interpretation or administration of thereof by any law or regulation or any guideline or request from any governmental authority, central bank or other Governmental Authority comparable agency charged with the interpretation or quasi-governmental authority exercising jurisdictionadministration thereof, power in each case after the Agreement Date, or control over any Lender, Issuing Bank or banks or financial institutions generally (whether or not having the force of law), compliance with which affects or would affect the amount of capital required or expected to be maintained by such Lender with any of the foregoing, imposes or Issuing Bank or any corporation controlling increases a requirement by such Lender to allocate capital resources to such Lender's Commitment to make Loans hereunder which has or Issuing Bank would have the effect of reducing the return on such Lender's capital to a level below that which such Lender could have achieved (taking into consideration such Lender's then existing policies with respect to capital adequacy and assuming full utilization of such Lender's capital) but for such adoption, change or compliance by any amount deemed by such Lender to be material: (i) such Lender shall promptly after its determination of such occurrence give notice thereof to the Borrower; and (ii) the amount of such capital is increased by or based upon (A) the making or maintenance by any Lender of its Loans, any Lender's participation in or obligation Borrowers shall pay to participate in the Loans, Letters of Credit Acceptances or other advances made hereunder or the existence of any Lender's obligation to make Loans or (B) the issuance or maintenance by any Issuing Bank of, or the existence of any Issuing Bank's obligation to Issue or create, Letters of Credit or Acceptances, then, in any such case, upon written demand by such Lender or Issuing Bank (with a copy of such demand to the Administrative Agent), the Borrowers jointly and severally agree immediately to pay to the Administrative Agent for the account of such Lender or Issuing Bank, as an additional fee from time to time on demand such amount as specified by such Lender or Issuing Bank, additional amounts sufficient certifies to be the amount that will compensate it for such reduction. A certificate of such Lender or Issuing Bank or such corporation therefor. Such demand shall be accompanied by a statement as to the amount of such claiming compensation and include a brief summary of the basis for such demand. Such statement under this SECTION 15.21 shall be conclusive and binding for all purposes, in the absence of manifest error. Such certificate shall set forth the nature of the occurrence giving rise to such compensation, the additional amount or amounts to be paid to it hereunder and the method by which such amounts were determined. In determining such amount, such Lender may use any reasonable averaging and attribution methods.

Increased Capital. If after the date hereof any Lender or Issuing Bank determines that (i) the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over any Lender, Issuing Bank or banks or financial institutions generally (whether or not having the force of law), compliance with which affects or would affect the amount of capital required or expected to be maintained by such Lender or Issuing Bank or any corporation controlling such Lender or Issuing Bank and (ii) the amount of such capital is increased by or based upon (A) the making or maintenance by any Lender of its Loans, any Lender's participation in or obligation to participate in the Loans, Letters of Credit Acceptances or other advances made hereunder or the existence of any Lender's obligation to make Loans or (B) the issuance or maintenance by any Issuing Bank of, or the existence of any Issuing Bank's obligation to Issue or createissue, Letters of Credit or AcceptancesCredit, then, in any such case, upon written demand by such Lender or Issuing Bank (with a copy of such demand to the Administrative Agent), the Borrowers jointly and severally agree Company shall immediately to pay to the Administrative Agent for the account of such Lender or Issuing Bank, from time to time as specified by such Lender or Issuing Bank, additional amounts sufficient to compensate such Lender or Issuing Bank or such corporation therefor. Such demand shall be accompanied by a statement as to the amount of such compensation and include a brief detailed summary of the basis for such demanddemand with detailed calculations. Such statement shall be conclusive and binding for all purposes, in the absence of absent manifest error.

Increased Capital. If after the date hereof any Lender or Issuing Bank determines that (ia) the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over any Lender, Issuing Bank or banks or financial institutions generally (whether or not having the force of law), or compliance with which any of the above affects or would affect the amount of capital required or expected to be maintained by such Lender or Issuing Bank or any corporation controlling such Lender or Issuing Bank and (iib) the amount of such capital is increased by or based upon (Ai) the making or maintenance by any Lender of its Loans, any Lender's participation in or obligation to participate in the Loans, Letters of Credit Acceptances or other advances made hereunder or the existence of any Lender's obligation to make Loans or (Bii) the issuance or maintenance by any Issuing Bank of, or the existence of any Issuing Bank's obligation to Issue or createissue, Letters of Credit or AcceptancesCredit, then, in any such case, upon written demand by such Lender or Issuing Bank (with a copy of such demand to the Administrative Funding Agent), the Borrowers jointly and severally agree immediately to Borrower shall pay to the Administrative Funding Agent for the account of such Lender or Issuing Bank, from time to time as specified by such Lender or Issuing Bank, additional amounts sufficient to compensate such Lender or Issuing Bank or such corporation therefor. Such demand shall be accompanied by a statement as to the amount of such compensation and include a brief summary of the basis for such demand. Such statement shall be conclusive and binding for all purposes, in the absence of absent manifest error. Such Lender or Issuing Bank shall notify the Borrower of any event referred to in clause (a) of this Section within 180 days of obtaining actual knowledge of such event.

Increased Capital. If after the date hereof any Lender or Issuing Bank determines that (i) the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over any Lender, Issuing Bank Lender or banks or financial institutions generally (whether or not having the force of law), compliance with which affects or would affect the amount of capital required or expected to be maintained by such Lender or Issuing Bank or any corporation controlling such Lender or Issuing Bank and (ii) the amount of such capital is increased by or based upon (A) the making or maintenance by any Lender of its Loans, any Lender's participation in or obligation to participate in the Loans, Letters of Credit Acceptances or other advances made hereunder or the existence of any Lender's obligation to make Loans or (B) the issuance or maintenance by any Issuing Bank Lender of, or the existence of any Issuing BankLender's obligation to Issue or createissue, Letters of Credit or AcceptancesCredit, then, in any such case, upon written demand by such Lender or Issuing Bank (with a copy of such demand to the Administrative Payment and Disbursement Agent), the Borrowers jointly and severally agree Borrower shall immediately to pay to the Administrative Payment and Disbursement Agent for the account of such Lender or Issuing BankLender, from time to time as specified by such Lender or Issuing BankLender, additional amounts sufficient to compensate such Lender or Issuing Bank or such corporation therefor. Such demand shall be accompanied by a statement as to the amount of such compensation and include a brief summary of the basis for such demand. Such statement shall be conclusive and binding for all purposes, in the absence of absent manifest error.

Increased Capital. If after the date hereof any Lender or Issuing Bank determines that (i) the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over any Lender, Issuing Bank or banks or financial institutions generally (whether or not having the force of law), compliance with which affects or would affect the amount of capital required or expected to be maintained by such Lender or Issuing Bank or any corporation controlling such Lender or Issuing Bank and (ii) the amount of such capital is increased by or based upon (A) the making or maintenance by any Lender of its Loans, any Lender's participation in or obligation to participate in the Loans, Letters of Credit Acceptances or other advances made hereunder or the existence of any Lender's obligation to make Loans or (B) the issuance or maintenance by any Issuing Bank of, or the existence of any Issuing Bank's obligation to Issue or createIssue, Letters of Credit or AcceptancesCredit, then, in any such case, upon written demand by such Lender or Issuing Bank (with a copy of such demand to the Administrative Agent), the Borrowers jointly and severally agree shall immediately to pay to the Administrative Agent for the account of such Lender or Issuing Bank, from time to time as specified by such Lender or Issuing Bank, additional amounts sufficient to compensate such Lender or Issuing Bank or such corporation therefor. Such demand shall be accompanied by a statement as to the amount of such compensation and include a brief summary of the basis for such demanddemand with detailed calculations. Such statement shall be conclusive and binding for all purposes, in the absence of absent manifest error.

Increased Capital. If after the date hereof any Lender or Issuing Bank determines ----------------- that (i) the adoption or implementation after the date hereof of or any change after the date hereof in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over any Lender, Issuing Bank or banks or financial institutions generally (whether or not having the force of law), compliance with which affects or would affect the amount of capital required or expected to be maintained by such Lender or Issuing Bank or any corporation controlling such Lender or Issuing Bank and (ii) the amount of such capital is increased by or based upon (A) the making or maintenance by any Lender of its Loans, any Lender's participation in or obligation to participate in the Loans, Letters of Credit Acceptances or other advances made hereunder or the existence of any Lender's obligation to make Loans or (B) the issuance or maintenance by any Issuing Bank of, or the existence of any Issuing Bank's obligation to Issue or createissue, Letters of Credit or AcceptancesCredit, then, in any such case, upon written demand by such Lender or Issuing Bank (with a copy of such demand to the Administrative Agent), the Borrowers jointly and severally agree shall immediately to pay to the Administrative Agent for the account of such Lender or Issuing Bank, from time to time as specified by such Lender or Issuing Bank, additional amounts sufficient to compensate such Lender or Issuing Bank or such corporation therefor. Such demand shall be accompanied by a statement as to the amount of such compensation and include a brief summary of the basis for such demanddemand with detailed calculations. Such statement shall be conclusive and binding for all purposes, in the absence of absent manifest error.

Increased Capital. If If?? after the date hereof any Lender or Issuing Bank determines that (i) the adoption or implementation implementa-tion of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdictionjurisdic-tion, power or control over any Lender, Issuing Bank or banks or financial institutions generally (whether or not having the force of law), compliance with which affects or would affect the amount of capital required or expected to be maintained by such Lender or Issuing Bank or any corporation Person controlling such Lender or Issuing Bank and (ii) the amount of such capital is increased by or based upon (A) the making or maintenance by any Lender of its Loans, any Lender's participation in or obligation to participate in the Loans, Letters of Credit Acceptances or other advances made hereunder or the existence of any Lender's obligation to make Loans or (B) the issuance or maintenance by any Issuing Bank of, or the existence of any Issuing Bank's obligation to Issue or createissue, Letters of Credit or AcceptancesCredit, then, in any such case, upon written demand by such Lender or Issuing Bank (with a copy of such demand to the Administrative Collateral Agent), the Borrowers jointly and severally agree Borrower shall immediately to pay to the Administrative Collateral Agent for the account of such Lender or Issuing Bank, from time to time as specified by such Lender or Issuing Bank, additional amounts sufficient to compensate such Lender or Issuing Bank or such corporation Person therefor. Such demand shall be accompanied by a statement as to the amount of such compensation and include a brief summary of the basis for such demand. Such statement shall be conclusive and binding for all purposes, in the absence of absent manifest error.

Increased Capital. If after the date hereof any Lender or Issuing Bank determines that (i) the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank bank, the NAIC or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over any Lender, Issuing Bank or banks or financial institutions generally (whether or not having the force of law), compliance with which affects or would affect the amount of capital required or expected to be maintained by such Lender or Issuing Bank or any corporation controlling such Lender or Issuing Bank and (ii) the amount of such capital is increased by or based upon (A) the making or maintenance by any Lender of its Loans, any Lender's participation in or obligation to participate in the Loans, Letters of Credit Acceptances or other advances made hereunder or the existence of any Lender's obligation to make Loans or (B) the issuance or maintenance by any Issuing Bank of, or the existence of any Issuing Bank's obligation to Issue or createissue, Letters of Credit or AcceptancesCredit, then, in any such case, upon written demand by such Lender or Issuing Bank (with a copy of such demand to the Administrative Agent), the Borrowers jointly and severally agree Company shall immediately to pay to the Administrative Agent for the account of such Lender or Issuing Bank, from time to time as specified by such Lender or Issuing Bank, additional amounts sufficient to compensate such Lender or Issuing Bank or such corporation therefor. Such demand shall be accompanied by a statement as to the amount of such compensation and include a brief detailed summary of the basis for such demanddemand with detailed calculations. Such statement shall be conclusive and binding for all purposes, in the absence of absent manifest error.

Increased Capital. If after the date hereof any Lender or Issuing Bank determines that (i) the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over any Lender, Issuing Bank or banks or financial institutions generally (whether or not having the force of law), compliance with which affects or would affect the amount of capital required or expected to be maintained by such Lender or Issuing Bank or any corporation Person controlling such Lender or Issuing Bank and (ii) the amount of such capital is increased by or based upon (A) the making or maintenance by any Lender of its Loans, any Lender's participation in or obligation to participate in the Loans, Letters of Credit Acceptances or other advances made hereunder or the existence of any Lender's obligation to make Loans or (B) the issuance or maintenance by any Issuing Bank of, or the existence of any Issuing Bank's obligation to Issue or createissue, Letters of Credit or AcceptancesCredit, then, in any such case, upon written demand by such Lender or Issuing Bank (with a copy of such demand to the Administrative Collateral Agent), the Borrowers jointly and severally agree shall immediately to pay to the Administrative Collateral Agent for the account of such Lender or Issuing Bank, from time to time as specified by such Lender or Issuing Bank, additional amounts sufficient to compensate such Lender or Issuing Bank or such corporation Person therefor. Such demand shall be accompanied by a statement as to the amount of such compensation and include a brief summary of the basis for such demand. Such statement shall be conclusive and binding for all purposes, in the absence of absent manifest error.

Increased Capital. If after the date hereof any Lender or Issuing Bank reasonably determines that (i) the adoption or implementation implementa tion of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over any such Lender, such Issuing Bank or banks or financial institutions generally (whether or not having the force of law)) effective after the date hereof, compliance with which affects or would affect the amount of capital required or expected to be maintained by such Lender or such Issuing Bank or any corporation controlling such Lender or such Issuing Bank and (ii) the amount of such capital is increased by or based upon (A) the making or maintenance by any Lender of its Loans, any Lender's participation in or obligation to participate in the Loans, Letters of Credit Acceptances or other advances made hereunder or under the Notes or the existence of any Lender's obligation to make Loans or (B) the issuance or maintenance by any the Issuing Bank of, or the existence of any the Issuing Bank's obligation to Issue or createissue, Letters of Credit or AcceptancesCredit, then, in any such case, upon written demand by such Lender or such Issuing Bank (with a copy of such demand to the Administrative Agent), the Borrowers jointly and severally agree Borrower agrees to immediately to pay to the Administrative Agent for the account of such Lender or such Issuing Bank, from time to time as specified by such Lender or such Issuing Bank, additional amounts sufficient to compensate such Lender or such Issuing Bank or such corporation therefor. Such demand shall be accompanied by a statement as to the amount of such compensation and include a brief summary of the basis for such demand. Such statement shall be conclusive and binding for all purposes, in the absence of absent manifest error.

Increased Capital. If after the date hereof any Lender or Issuing Bank determines that (i) the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over any Lender, Issuing Bank or banks or financial institutions generally (whether or not having the force of law), or compliance with which any of the above affects or would affect the amount of capital required or expected to be maintained by such Lender or Issuing Bank or any corporation controlling such Lender or Issuing Bank and (ii) the amount of such capital is increased by or based upon (A) the making or maintenance by any Lender of its Loans, any Lender's participation in or obligation to participate in the Loans, Letters of Credit Acceptances or other advances made hereunder or the existence of any Lender's obligation to make Loans or (B) the issuance or maintenance by any Issuing Bank of, or the existence of any Issuing Bank's obligation to Issue or createissue, Letters of Credit or AcceptancesCredit, then, in any such case, upon written demand by such Lender or Issuing Bank (with a copy of such demand to the Administrative Funding Agent), the Borrowers jointly and severally agree immediately to shall pay to the Administrative Funding Agent for the account of such Lender or Issuing Bank, from time to time as specified by such Lender or Issuing Bank, additional amounts sufficient to compensate such Lender or Issuing Bank or such corporation therefor. Such demand shall be accompanied by a statement as to the amount of such compensation and include a brief summary of the basis for such demand. Such statement shall be conclusive and binding for all purposes, in the absence of absent manifest error. Such Lender or Issuing Bank shall notify the Borrowers of any event referred to in clause (i) of this Section within 180 days of obtaining actual knowledge of such event.

Increased Capital. If after the date hereof any Lender or Issuing Bank determines that (i) the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-quasi- governmental authority exercising jurisdiction, power or control over any Lender, Issuing Bank Lender or banks or financial institutions generally (whether or not having the force of law), compliance with which affects or would affect the amount of capital required or expected to be maintained by such Lender or Issuing Bank or any corporation controlling such Lender or Issuing Bank and (ii) the amount of such capital is increased by or based upon (A) the making or maintenance by any Lender of its Loans, any Lender's participation in or obligation to participate in the Loans, Letters of Credit Acceptances Loans or other advances made hereunder or the existence of any Lender's obligation to make Loans or (B) the issuance or maintenance by any Issuing Bank of, or the existence of any Issuing Bank's obligation to Issue or create, Letters of Credit or AcceptancesLoans, then, in any such case, upon within thirty (30) days after written demand by such Lender or Issuing Bank (with a copy of such demand to the Administrative Agent), the Borrowers jointly and severally agree immediately to Borrower shall pay to the Administrative Agent for the account of such Lender or Issuing BankLender, from time to time as specified by such Lender or Issuing BankLender, additional amounts sufficient to compensate such Lender or Issuing Bank or such corporation therefor. Such demand shall be accompanied by a statement as to the amount of such compensation and include a brief summary of the basis for such demand. Such statement shall be conclusive and binding for all purposes, absent manifest error. Notwithstanding the foregoing, in the absence event of manifest error.any such demand, at Borrower's sole election, Borrower may identify an Eligible Assignee not making such a demand to whom the demanding Lender shall assign its interest in the Loans pursuant to the terms of an Assignment and Acceptance substantially in the form attached as Exhibit A.

Increased Capital. If after the date hereof any Lender or Issuing Bank determines that (i) the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-quasi- governmental authority exercising jurisdiction, power or control over any Lender, Issuing Bank Lender or banks or financial institutions generally (whether or not having the force of law), compliance with which affects or would affect the amount of capital required or expected to be maintained by such Lender or Issuing Bank or any corporation controlling such Lender or Issuing Bank and (ii) the amount of such capital is increased by or based upon (A) the making or maintenance by any Lender of its Loans, any Lender's participation in or obligation to participate in the Loans, Letters of Credit Acceptances Loans or other advances made hereunder or the existence of any Lender's obligation to make Loans or (B) the issuance or maintenance by any Issuing Bank of, or the existence of any Issuing Bank's obligation to Issue or create, Letters of Credit or AcceptancesLoans, then, in any such case, upon within thirty (30) days after written demand by such Lender or Issuing Bank (with a copy of such demand to the Administrative Agent), the Borrowers jointly and severally agree immediately to Borrower shall pay to the Administrative Agent for the account of such Lender or Issuing BankLender, from time to time as specified by such Lender or Issuing BankLender, additional amounts sufficient to compensate such Lender or Issuing Bank or such corporation therefor. Such demand shall be accompanied by a statement as to the amount of such compensation and include a brief summary of the basis for such demand. Such statement shall be conclusive and binding for all purposes, absent manifest error. Notwithstanding the foregoing, in the absence event of manifest error.any such demand, at the Borrower's sole election, the Borrower may identify an Eligible Assignee not making such a demand to whom the demanding Lender shall assign its interest in the Loans pursuant to the terms of an Assignment and Acceptance substantially in the form attached as Exhibit A.

Increased Capital. If after the date hereof any Lender or Issuing Bank determines shall have determined that (i) the adoption of any applicable law, rule, regulation, guideline, directive or implementation request (whether or not having force of law) regarding capital requirements for banks or bank holding companies, or any change in therein or in the interpretation or administration of thereof by any law or regulation or any guideline or request from any governmental authority, central bank or other Governmental Authority comparable agency charged with the interpretation or quasi-governmental authority exercising jurisdictionadministration thereof, power in each case after the Agreement Date, or control over any Lender, Issuing Bank or banks or financial institutions generally (whether or not having the force of law), compliance with which affects or would affect the amount of capital required or expected to be maintained by such Lender with any of the foregoing, imposes or Issuing Bank or any corporation controlling increases a requirement by such Lender to allocate capital resources to such Lender's Commitment to make Loans hereunder which has or Issuing Bank would have the effect of reducing the return on such Lender's capital to a level below that which such Lender could have achieved (taking into consideration such Lender's then existing policies with respect to capital adequacy and assuming full utilization of such Lender's capital) but for such adoption, change or compliance by any amount deemed by such Lender to be material: (i) such Lender shall promptly after its determination of such occurrence give notice thereof to the Borrower; and (ii) the amount of such capital is increased by or based upon (A) the making or maintenance by any Lender of its Loans, any Lender's participation in or obligation Borrowers shall pay to participate in the Loans, Letters of Credit Acceptances or other advances made hereunder or the existence of any Lender's obligation to make Loans or (B) the issuance or maintenance by any Issuing Bank of, or the existence of any Issuing Bank's obligation to Issue or create, Letters of Credit or Acceptances, then, in any such case, upon written demand by such Lender or Issuing Bank (with a copy of such demand to the Administrative Agent), the Borrowers jointly and severally agree immediately to pay to the Administrative Agent for the account of such Lender or Issuing Bank, as an additional fee from time to time on demand such amount as specified by such Lender or Issuing Bank, additional amounts sufficient certifies to be the amount that will compensate it for such reduction. A certificate of such Lender or Issuing Bank or such corporation therefor. Such demand shall be accompanied by a statement as to the amount of such claiming compensation and include a brief summary of the basis for such demand. Such statement under this Section 4.15 shall be conclusive and binding for all purposes, in the absence of manifest error. Such certificate shall set forth the nature of the occurrence giving rise to such compensation, the additional amount or amounts to be paid to it hereunder and the method by which such amounts were determined. In determining such amount, such Lender may use any reasonable averaging and attribution methods.

Increased Capital. If after the date hereof any Lender or Issuing Bank reasonably determines that (i) the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over any such Lender, such Issuing Bank or banks or financial institutions generally (whether or not having the force of law)) effective after the date hereof, compliance with which affects or would affect the amount of capital required or expected to be maintained by such Lender or such Issuing Bank or any corporation controlling such Lender or such Issuing Bank and (ii) the amount of such capital is increased by or based upon (A) the making or maintenance by any Lender of its Loans, any Lender's participation in or obligation to participate in the Loans, Letters of Credit Acceptances or other advances made hereunder or under the Notes or the existence of any Lender's obligation to make Loans or (B) the issuance or maintenance by any the Issuing Bank of, or the existence of any the Issuing Bank's obligation to Issue or createissue, Letters of Credit or AcceptancesCredit, then, in any such case, upon written demand by such Lender or such Issuing Bank (with a copy of such demand to the Administrative Agent), the Borrowers jointly and severally agree Borrower agrees to immediately to pay to the Administrative Agent for the account of such Lender or such Issuing Bank, from time to time as specified by such Lender or such Issuing Bank, additional amounts sufficient to compensate such Lender or such Issuing Bank or such corporation on an after-tax basis therefor. Such demand shall be accompanied by a statement as to the amount of such compensation and include a brief summary of the basis for such demand. Such statement shall be conclusive and binding for all purposes, in the absence of absent manifest error.

Increased Capital. If after the date hereof any Lender or Issuing Bank determines that (i) the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over any Lender, Issuing Bank or banks or financial institutions generally (whether or not having the force of law), or compliance with which any of the above affects or would affect the amount of capital required or expected to be maintained by such Lender or Issuing Bank or any corporation controlling such Lender or Issuing Bank and (ii) the amount of such capital is increased by or based upon (A) the making or maintenance by any Lender of its LoansLoans or Commitments, any Lender's participation in or obligation to participate in the Loans, Letters of Credit Acceptances or other advances made hereunder or the existence of any Lender's obligation to make Loans or (B) the issuance or maintenance by any Issuing Bank of, or the existence of any Issuing Bank's obligation to Issue or createissue, Letters of Credit or AcceptancesCredit, then, in any such case, upon written demand by such Lender or Issuing Bank (with a copy of such demand to the Administrative Funding Agent), the Borrowers jointly and severally agree immediately to Borrower shall pay to the Administrative Funding Agent for the account of such Lender or Issuing Bank, from time to time as specified by such Lender or Issuing Bank, additional amounts sufficient to compensate such Lender or Issuing Bank or such corporation therefor. Such demand shall be accompanied by a statement as to the amount of such compensation and include a brief summary of the basis for such demand. Such statement shall be conclusive and binding for all purposes, in the absence of absent manifest error. Such Lender or Issuing Bank shall notify the Borrower of any event referred to in clause (i) of this Section within 180 days of obtaining actual knowledge of such event.

Increased Capital. If after the date hereof any Lender or Issuing Bank determines that (i) the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over any Lender, Issuing Bank or banks or financial institutions generally (whether or not having the force of law), or compliance with which any of the above affects or would affect the amount of capital required or expected to be maintained by such Lender or Issuing Bank or any corporation controlling such Lender or Issuing Bank and (ii) the amount of such capital is increased by or based upon (A) the making or maintenance by any Lender of its Loans, any Lender's participation in or obligation to participate in the Loans, Letters of Credit Acceptances or other advances made hereunder or the existence of any Lender's obligation to make Loans or (B) the issuance or maintenance by any Issuing Bank of, or the existence of any Issuing Bank's obligation to Issue or createissue, Letters of Credit or AcceptancesCredit, then, in any such case, upon written demand by such Lender or Issuing Bank (with a copy of such demand to the Administrative Funding Agent), the Borrowers jointly and severally agree immediately to Borrower shall pay to the Administrative Funding Agent for the account of such Lender or Issuing Bank, from time to time as specified by such Lender or Issuing Bank, additional amounts sufficient to compensate such Lender or Issuing Bank or such corporation therefor. Such demand shall be accompanied by a statement as to the amount of such compensation and include a brief summary of the basis for such demand. Such statement shall be conclusive and binding for all purposes, in the absence of absent manifest error. Such Lender or Issuing Bank shall notify the Borrower of any event referred to in clause (i) of this Section within 180 days of obtaining actual knowledge of such event.

Increased Capital. If after the date hereof any Lender or Issuing Bank determines that (i) the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over any Lender, Issuing Bank or banks or financial institutions generally (whether or not having the force of law), compliance with which affects or would affect the amount of capital required or expected to be maintained by such Lender or Issuing Bank or any corporation controlling such Lender or Issuing Bank and (ii) the amount of such capital is increased by or based upon (A) the making or maintenance by any Lender of its Loans, any Lender's participation in or obligation to participate in the Loans, Letters of Credit Acceptances or other advances made hereunder or the existence of any Lender's obligation to make Loans or (B) the issuance or maintenance by any Issuing Bank of, or the existence of any Issuing Bank's obligation to Issue or createIssue, Letters of Credit or AcceptancesCredit, then, in any such case, upon written demand by such Lender or Issuing Bank (with a copy of such demand to the Administrative Agent), the Borrowers (other than the Canadian Borrower which so agrees to pay only with respect to the Canadian Lenders and the Canadian Issuing Banks) jointly and severally agree immediately to pay to the Administrative Agent for the account of such Lender or Issuing Bank, from time to time as specified by such Lender or Issuing Bank, additional amounts sufficient to compensate such Lender or Issuing Bank or such corporation therefor. Such demand shall be accompanied by a reasonably detailed statement as to the amount of such compensation and include a brief summary of the basis for such demanddemand with detailed calculations. Such statement shall be conclusive and binding for all purposes, in the absence of manifest error.

Increased Capital. If after the date hereof any Lender or Issuing Bank determines that (i) the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over any Lender, any Issuing Bank or banks or financial institutions generally (whether or not having the force of law), compliance with which affects or would affect the amount of capital required or expected to be maintained by such Lender or Issuing Bank or any corporation controlling such Lender or Issuing Bank and (ii) the amount of such capital is increased by or based upon (A) the making or maintenance by any Lender of its Loans, any Lender's participation in or obligation to participate in the Loans, Letters of Credit Acceptances or other advances made hereunder or the existence of any Lender's obligation to make Loans or (B) the issuance or maintenance by any such Issuing Bank of, or the existence of any such Issuing Bank's obligation to Issue or createissue, Letters of Credit or AcceptancesCredit, then, in any such case, upon written demand by such Lender or Issuing Bank (with a copy of such demand to the Administrative Agent), the Borrowers jointly and severally agree shall immediately to pay to the Administrative Agent for the account of such Lender or Issuing Bank, from time to time as specified by such Lender or Issuing Bank, additional amounts sufficient to compensate such Lender or Issuing Bank or such corporation therefor. Such demand shall be accompanied by a statement as to the amount of such compensation and compensation, include a brief summary of the basis for such demand, and an explanation of the calculation of such amount. Such statement shall be conclusive and binding for all purposes, in the absence of absent manifest error.

Increased Capital. If after the date hereof any Lender or Issuing Bank determines that (i) the adoption or implementation after the date hereof of or any change after the date hereof in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over any Lender, Issuing Bank or banks or financial institutions generally (whether or not having the force of law), compliance with which affects or would affect the amount of capital required or expected to be maintained by such Lender or Issuing Bank or any corporation controlling such Lender or Issuing Bank and (ii) the amount of such capital is increased by or based upon (A) the making or maintenance by any Lender of its Loans, any Lender's Lender ’s participation in or obligation to participate in the Loans, Letters of Credit Acceptances or other advances made hereunder or the existence of any Lender's Lender ’s obligation to make Loans or (B) the issuance or maintenance by any Issuing Bank of, or the existence of any Issuing Bank's ’s obligation to Issue or createissue, Letters of Credit or AcceptancesCredit, then, in any such case, upon written demand by such Lender or Issuing Bank (with a copy of such demand to the Administrative Agent), the Borrowers jointly and severally agree shall immediately to pay to the Administrative Agent for the account of such Lender or Issuing Bank, from time to time as specified by such Lender or Issuing Bank, additional amounts sufficient to compensate such Lender or Issuing Bank or such corporation therefor. Such demand shall be accompanied by a statement as to the amount of such compensation and include a brief summary of the basis for such demanddemand with detailed calculations. Such statement shall be conclusive and binding for all purposes, in the absence of absent manifest error.

Increased Capital. If after the date hereof any Lender or Issuing Bank determines shall have determined that (i) the adoption of any applicable law, rule, regulation, guideline, directive or implementation request (whether or not having force of law) regarding capital requirements for banks or bank holding companies, or any change in therein or in the interpretation or administration of thereof by any law or regulation or any guideline or request from any governmental authority, central bank or other Governmental Authority comparable agency charged with the interpretation or quasi-governmental authority exercising jurisdictionadministration thereof, power or control over any Lender, Issuing Bank or banks or financial institutions generally (whether or not having the force of law), compliance with which affects or would affect the amount of capital required or expected to be maintained by such Lender with any of the foregoing imposes or Issuing Bank or any corporation controlling increases a requirement by such Lender to allocate capital resources to such Lender's Commitment to make Loans hereunder which has or Issuing Bank would have the effect of reducing the return on such Lender's capital to a level below that which such Lender could have achieved (taking into consideration such Lender's then existing policies with respect to capital adequacy and assuming full utilization of such Lender's capital) but for such adoption, change or compliance by any amount deemed by such Lender to be material: (i) such Lender shall promptly after its determination of such occurrence give notice thereof to the Borrower; and (ii) the amount of such capital is increased by or based upon (A) the making or maintenance by any Lender of its Loans, any Lender's participation in or obligation Borrower shall pay to participate in the Loans, Letters of Credit Acceptances or other advances made hereunder or the existence of any Lender's obligation to make Loans or (B) the issuance or maintenance by any Issuing Bank of, or the existence of any Issuing Bank's obligation to Issue or create, Letters of Credit or Acceptances, then, in any such case, upon written demand by such Lender or Issuing Bank (with a copy of such demand to the Administrative Agent), the Borrowers jointly and severally agree immediately to pay to the Administrative Agent for the account of such Lender or Issuing Bank, as an additional fee from time to time on demand such amount as specified by such Lender or Issuing Bank, additional amounts sufficient certifies to be the amount that will compensate it for such reduction. A certificate of such Lender or Issuing Bank or such corporation therefor. Such demand shall be accompanied by a statement as to the amount of such claiming compensation and include a brief summary of the basis for such demand. Such statement under this SECTION 15.23 shall be conclusive and binding for all purposes, in the absence of manifest error. Such certificate shall set forth the nature of the occurrence giving rise to such compensation, the additional amount or amounts to be paid to it hereunder and the method by which such amounts were determined. In determining such amount, such Lender may use any reasonable averaging and attribution methods.

Increased Capital. If after the date hereof any Lender or Issuing Bank determines ----------------- that (i) the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-quasi- governmental authority exercising jurisdiction, power or control over any Lender, Issuing Bank Lender or banks or financial institutions generally (whether or not having the force of law), compliance with which affects or would affect the amount of capital required or expected to be maintained by such Lender or Issuing Bank or any corporation controlling such Lender or Issuing Bank and (ii) the amount of such capital is increased by or based upon (A) the making or maintenance by any Lender of its Loans, any Lender's participation in or obligation to participate in the Loans, Letters of Credit Acceptances Loans or other advances made hereunder or the existence of any Lender's obligation to make Loans or (B) the issuance or maintenance by any Issuing Bank of, or the existence of any Issuing Bank's obligation to Issue or create, Letters of Credit or AcceptancesLoans, then, in any such case, upon within thirty (30) days after written demand by such Lender or Issuing Bank (with a copy of such demand to the Administrative Agent), the Borrowers jointly and severally agree immediately to Borrower shall pay to the Administrative Agent for the account of such Lender or Issuing BankLender, from time to time as specified by such Lender or Issuing BankLender, additional amounts sufficient to compensate such Lender or Issuing Bank or such corporation therefor. Such demand shall be accompanied by a statement as to the amount of such compensation and include a brief summary of the basis for such demand. Such statement shall be conclusive and binding for all purposes, absent manifest error. Notwithstanding the foregoing, in the absence event of manifest error.any such demand, at Borrower's sole election, Borrower may identify an Eligible Assignee not making such a demand to whom the demanding Lender shall assign its interest in the Loans pursuant to the terms of an Assignment and Acceptance substantially in the form attached as Exhibit A. ---------

Increased Capital. If after the date hereof any Lender or Issuing Bank determines that (i) the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-quasi- governmental authority exercising jurisdiction, power or control over any Lender, Issuing Bank or banks or financial institutions generally (whether or not having the force of law), compliance with which affects or would affect the amount of capital required or expected to be maintained by such Lender or Issuing Bank or any corporation Person controlling such Lender or Issuing Bank and (ii) the amount of such capital is increased by or based upon (A) the making or maintenance by any Lender of its Loans, any Lender's participation in or obligation to participate in the Loans, Letters of Credit Acceptances or other advances made hereunder or the existence of any Lender's obligation to make Loans or (B) the issuance or maintenance by any Issuing Bank of, or the existence of any Issuing Bank's obligation to Issue or createissue, Letters of Credit or AcceptancesCredit, then, in any such case, upon written demand by such Lender or Issuing Bank (with a copy of such demand to the Administrative Agent), the Borrowers jointly and severally agree Borrower shall immediately to pay to the Administrative Agent for the account of such Lender or Issuing Bank, from time to time as specified by such Lender or Issuing Bank, additional amounts sufficient to compensate such Lender or Issuing Bank or such corporation Person therefor. Such demand shall be accompanied by a statement as to the amount of such compensation and include a brief summary of the basis for such demand. Such statement shall be conclusive and binding for all purposes, in the absence of absent manifest error.

Increased Capital. If after the date hereof any Lender or Issuing Bank determines that (i) the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any anyS central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over any Lender, Issuing Bank or banks or financial institutions generally (whether or not having the force of law), or compliance with which any of the above affects or would affect the amount of capital required or expected to be maintained by such Lender or Issuing Bank or any corporation controlling such Lender or Issuing Bank and (ii) the amount of such capital is increased by or based upon (A) the making or maintenance by any Lender of its Loans, any Lender's participation in or obligation to participate in the Loans, Letters of Credit Acceptances or other advances made hereunder or the existence of any Lender's obligation to make Loans or (B) the issuance or maintenance by any Issuing Bank of, or the existence of any Issuing Bank's obligation to Issue or createissue, Letters of Credit or AcceptancesCredit, then, in any such case, upon written demand by such Lender or Issuing Bank (with a copy of such demand to the Administrative Funding Agent), the Borrowers jointly and severally agree immediately to Borrower shall pay to the Administrative Funding Agent for the account of such Lender or Issuing Bank, from time to time as specified by such Lender or Issuing Bank, additional amounts sufficient to compensate such Lender or Issuing Bank or such corporation therefor. Such demand shall be accompanied by a statement as to the amount of such compensation and include a brief summary of the basis for such demand. Such statement shall be conclusive and binding for all purposes, in the absence of absent manifest error. Such Lender or Issuing Bank shall notify the Borrower of any event referred to in clause (i) of this Section within 180 days of obtaining actual knowledge of such event.

Increased Capital. If after the date hereof any Lender or Issuing Bank determines that (i) the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over any Lender, Issuing Bank or banks or financial institutions generally (whether or not having the force of law), compliance with which affects or would affect the amount of capital required or expected to be maintained by such Lender or Issuing Bank or any corporation controlling such Lender or Issuing Bank and (ii) the amount of such capital is increased by or based upon (A) the making or maintenance by any Lender of its Loans, any Lender's participation in or obligation to participate in the Loans, Letters of Credit Acceptances or other advances made hereunder or the existence of any Lender's obligation to make Loans or (B) the issuance or maintenance by any Issuing Bank of, or the existence of any Issuing Bank's obligation to Issue or createissue, Letters of Credit or AcceptancesCredit, then, in any such case, upon written demand by such Lender or Issuing Bank (with a copy of such demand to the Administrative Agent), the Borrowers jointly and severally agree Borrower shall immediately to pay to the Administrative Agent for the account of such Lender or Issuing Bank, from time to time as specified by such Lender or Issuing Bank, additional amounts sufficient to compensate such Lender or Issuing Bank or such corporation therefor. Such demand shall be accompanied by a statement as to the amount of such compensation and include a brief summary of the basis for such demand. Such statement shall be conclusive and binding for all purposes, in the absence of absent manifest error.

Increased Capital. If after the date hereof any Lender or ----------------- Issuing Bank determines that (ia) the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over any Lender, Issuing Bank or banks or financial institutions generally (whether or not having the force of law), compliance with which affects or would affect the amount of capital required or expected to be maintained by such Lender or Issuing Bank or any corporation controlling such Lender or Issuing Bank and (iib) the amount of such capital is increased by or based upon (Ai) the making or maintenance by any Lender of its Loans, any Lender's participation in or obligation to participate in the Loans, Letters of Credit Acceptances or other advances made hereunder or the existence of any Lender's obligation to make Loans or (Bii) the issuance or maintenance by any Issuing Bank of, or the existence of any Issuing Bank's obligation to Issue or createissue, Letters of Credit or AcceptancesCredit, then, in any such case, upon written demand by such Lender or Issuing Bank (with a copy of such demand to the Administrative Agent), the Borrowers jointly and severally agree Borrower shall immediately to pay to the Administrative Agent for the account of such Lender or Issuing Bank, from time to time as specified by such Lender or Issuing Bank, additional amounts sufficient to compensate such Lender or Issuing Bank or such corporation therefor. Such demand shall be accompanied by a statement as to the amount of such compensation and include a brief summary of the basis for such demand. Such statement shall be conclusive and binding for all purposes, in the absence of absent manifest error.

Increased Capital. If after the date hereof any Lender or Issuing Bank determines that (i) the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over any Lender, Issuing Bank Lender or banks or financial institutions generally (whether or not having the force of law), compliance with which affects or would affect the amount of capital required or expected to be maintained by such Lender or Issuing Bank or any corporation controlling such Lender or Issuing Bank and (ii) the amount of such capital is increased by or based upon (A) the making or maintenance by any Lender of its Loans, the issuance of Letters of Credit, any Lender's participation in or obligation to participate in the Loans, Letters of Credit Acceptances or other advances made hereunder or the existence of any Lender's obligation to make Loans or (B) the issuance or maintenance by any Issuing Bank of, or the existence of any Issuing Bank's obligation to Issue or create, issue Letters of Credit or AcceptancesCredit, then, in any such case, upon within thirty (30) days after written demand by such Lender or Issuing Bank (with a copy of such demand to the Administrative Agent), the Borrowers jointly and severally agree immediately to Borrower shall pay to the Administrative Agent for the account of such Lender or Issuing BankLender, from time to time as specified by such Lender or Issuing BankLender, additional amounts sufficient to compensate such Lender or Issuing Bank or such corporation therefortherefore. Such demand shall be accompanied by a statement as to the amount of such compensation and include a brief summary of the basis for such demand. Such statement shall be conclusive and binding for all purposes, absent manifest error. Notwithstanding the foregoing, in the absence event of manifest error.any such demand, at the Borrower's sole election, the Borrower may identify an Eligible Assignee not making such a demand to whom the demanding Lender shall assign its interest in the Loans at par pursuant to the terms of an Assignment and Acceptance substantially in the form attached as EXHIBIT A.

Increased Capital. If after the date hereof any Lender or the Issuing Bank determines that (i) the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over any Lender, the Issuing Bank or banks or financial institutions generally (whether or not having the force of law), compliance with which affects or would affect the amount of capital required or expected to be maintained by such Lender or the Issuing Bank or any corporation controlling such Lender or the Issuing Bank and (ii) the amount of such capital is increased by or based upon (A) the making or maintenance by any Lender of its Loans, any Lender's participation in or obligation to participate in the Loans, Letters of Credit Acceptances or other advances made hereunder or the existence of any Lender's obligation to make Loans or (B) the issuance or maintenance by any the Issuing Bank of, or the existence of any the Issuing Bank's obligation to Issue or createissue, Letters of Credit or AcceptancesCredit, then, in any such case, upon written demand by such Lender or the Issuing Bank (with a copy of such demand to the Administrative Agent), the Borrowers jointly and severally agree shall immediately to pay to the Administrative Agent for the account of such Lender or the Issuing Bank, from time to time as specified by such Lender or the Issuing Bank, additional amounts sufficient to compensate such Lender or the Issuing Bank or such corporation therefor. Such demand shall be accompanied by a statement as to the amount of such compensation and include a brief summary of the basis for such demanddemand with detailed calculations. Such statement shall be conclusive and binding for all purposes, in the absence of absent manifest error.

Increased Capital. If after the date hereof any Lender or Issuing ----------------- Bank determines that either (ia) the adoption or implementation introduction of or any change in any law, order or regulation or in the interpretation or administration of any law law, order or regulation by any Governmental Authority charged with the interpretation or administration thereof after the date hereof or (b) compliance with any guideline or request issued or made after the date hereof from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over any Lender, Issuing Bank or banks or financial institutions generally (whether or not having the force of law), compliance with which affects ) has or would affect have the amount effect of reducing the rate of return on the capital required or expected to be maintained by of such Lender or Issuing Bank or any corporation controlling such Lender or Issuing Bank and (ii) the amount Bank, as a consequence of or with reference to such capital is increased by Lender's Commitment or based upon (A) the its making or maintaining Loans or such Issuing Bank's issuance or maintenance by any Lender of its Loansof, any or such Lender's participation in any Letter of Credit, below the rate which such Lender or obligation to participate in the Loans, Letters of Credit Acceptances or other advances made hereunder or the existence of any Lender's obligation to make Loans or (B) the issuance or maintenance by any such Issuing Bank ofor such other corporation could have achieved but for such compliance (taking into account the policies of such Lender or such Issuing Bank or corporation with regard to capital), or then the existence of any Issuing Bank's obligation Borrower shall from time to Issue or create, Letters of Credit or Acceptances, then, in any such casetime, upon written demand by such Lender or Issuing Bank (with a copy of such demand to the Administrative Agent), the Borrowers jointly and severally agree immediately to pay to the Administrative Agent for the account of such Lender or Issuing Bank, from time to time as specified by such Lender or Issuing Bank, Bank additional amounts sufficient to compensate such Lender or Issuing Bank or other corporation for such corporation thereforreduction, upon receipt by the Borrower (with a copy to the Administrative Agent) of a certificate as to such amounts, by such Lender or Issuing Bank, setting forth in reasonable detail the basis for, and the calculations used by such Lender or Issuing Bank in determining, any such amounts. Such demand shall be accompanied by a statement as to certificate, in the amount absence of such compensation and include a brief summary of the basis for such demand. Such statement manifest error shall be conclusive and binding for all purposes, in the absence of manifest error.all

Increased Capital. If after the date hereof any ------------------ Lender or Issuing Bank determines that (i) the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over any Lender, Issuing Bank Lender or banks or financial institutions generally (whether or not having the force of law), compliance with which affects or would affect the amount of capital required or expected to be maintained by such Lender or Issuing Bank or any corporation controlling such Lender or Issuing Bank and (ii) the amount of such capital is increased by or based upon (A) the making or maintenance by any Lender of its Loans, any Lender's participation in or obligation to participate in the Loans, Letters of Credit Acceptances or other advances made hereunder or the existence of any Lender's obligation to make Loans or (B) the issuance or maintenance by any Issuing Bank Lender of, or the existence of any Issuing BankLender's obligation to Issue or createissue, Letters of Credit or AcceptancesCredit, then, in any such case, upon within ten (10) Business Days after written demand by such Lender or Issuing Bank (with a copy of such demand to the Administrative Agent), the Borrowers jointly and severally agree Borrower shall immediately to pay to the Administrative Agent for the account of such Lender or Issuing BankLender, from time to time as specified by such Lender or Issuing BankLender, additional amounts sufficient to compensate such Lender or Issuing Bank or such corporation therefor. Such demand shall be accompanied by a statement as to the amount of such compensation and include a brief summary of the basis for such demand. Such statement shall be conclusive and binding for all purposes, in the absence of absent manifest error.

Increased Capital. If after the date hereof any Lender or Issuing Bank determines that ----------------- (i) the adoption or implementation after the date hereof of or any change after the date hereof in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over any Lender, Issuing Bank or banks or financial institutions generally (whether or not having the force of law), compliance with which affects or would affect the amount of capital required or expected to be maintained by such Lender or Issuing Bank or any corporation controlling such Lender or Issuing Bank and (ii) the amount of such capital is increased by or based upon (A) the making or maintenance by any Lender of its Loans, any Lender's participation in or obligation to participate in the Loans, Letters of Credit Acceptances or other advances made hereunder or the existence of any Lender's obligation to make Loans or (B) the issuance or maintenance by any Issuing Bank of, or the existence of any Issuing Bank's obligation to Issue or createissue, Letters of Credit or AcceptancesCredit, then, in any such case, upon written demand by such Lender or Issuing Bank (with a copy of such demand to the Administrative Agent), the Borrowers jointly and severally agree shall immediately to pay to the Administrative Agent for the account of such Lender or Issuing Bank, from time to time as specified by such Lender or Issuing Bank, additional amounts sufficient to compensate such Lender or Issuing Bank or such corporation therefor. Such demand shall be accompanied by a statement as to the amount of such compensation and include a brief summary of the basis for such demanddemand with detailed calculations. Such statement shall be conclusive and binding for all purposes, in the absence of absent manifest error.

Increased Capital. If after the date hereof any Lender or Issuing Bank determines that (i) the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over any Lender, Issuing Bank Lender or banks or financial institutions generally (whether or not having the force of law), compliance with which affects or would affect the amount of capital required or expected to be maintained by such Lender or Issuing Bank or any corporation controlling such Lender or Issuing Bank and (ii) the amount of such capital is increased by or based upon (A) the making or maintenance by any Lender of its Loans, any Lender's participation in or obligation to participate in the Loans, Letters of Credit Acceptances Loans or other advances made hereunder or the existence of any Lender's obligation to make Loans or (B) the issuance or maintenance by any Issuing Bank of, or the existence of any Issuing Bank's obligation to Issue or create, Letters of Credit or AcceptancesLoans, then, in any such case, upon within thirty (30) days after written demand by such Lender or Issuing Bank (with a copy of such demand to the Administrative Agent), the Borrowers jointly and severally agree immediately to Borrower shall pay to the Administrative Agent for the account of such Lender or Issuing BankLender, from time to time as specified by such Lender or Issuing BankLender, additional amounts sufficient to compensate such Lender or Issuing Bank or such corporation therefor. Such demand shall be accompanied by a statement as to the amount of such compensation and include a brief summary of the basis for such demand. Such statement shall be conclusive and binding for all purposes, absent manifest error. Notwithstanding the foregoing, in the absence event of manifest error.any such demand, at Borrower's sole election, Borrower may identify an Eligible Assignee not making such a demand to whom the demanding Lender shall assign its interest in the Loans pursuant to the terms of an Assignment and Acceptance substantially in the form attached as Exhibit A.

Increased Capital. If after the date hereof any Lender or Issuing Bank determines that (i) the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over any Lender, Issuing Bank Lender or banks or financial institutions generally (whether or not having the force of law), compliance with which affects or would affect the amount of capital required or expected to be maintained by such Lender or Issuing Bank or any corporation controlling such Lender or Issuing Bank and (ii) the amount of such capital is increased by or based upon (A) the making or maintenance by any Lender of its Loans, the issuance of Letters of Credit, any Lender's ’s participation in or obligation to participate in the Loans, Letters of Credit Acceptances or other advances made hereunder or the existence of any Lender's ’s obligation to make Loans or (B) the issuance or maintenance by any Issuing Bank of, or the existence of any Issuing Bank's obligation to Issue or create, issue Letters of Credit or AcceptancesCredit, then, in any such case, upon within thirty (30) days after written demand by such Lender or Issuing Bank (with a copy of such demand to the Administrative Agent), the Borrowers jointly and severally agree immediately to Borrower shall pay to the Administrative Agent for the account of such Lender or Issuing BankLender, from time to time as specified by such Lender or Issuing BankLender, additional amounts sufficient to compensate such Lender or Issuing Bank or such corporation therefortherefore. Such demand shall be accompanied by a statement as to the amount of such compensation and include a brief summary of the basis for such demand. Such statement shall be conclusive and binding for all purposes, absent manifest error. Notwithstanding the foregoing, in the absence event of manifest errorany such demand, at the Borrower’s sole election, the Borrower may identify an Eligible Assignee not making such a demand to whom the demanding Lender shall assign its interest in the Loans at par pursuant to the terms of an Assignment and Acceptance substantially in the form attached as Exhibit A, subject to the consent of the Administrative Agent and the Issuing Lender (such consent not to be unreasonably withheld or delayed).

Increased Capital. If after the date hereof any Lender or Issuing Bank determines that (i) the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-quasi- governmental authority exercising jurisdiction, power or control over any Lender, Issuing Bank Lender or banks or financial institutions generally (whether or not having the force of law), compliance with which affects or would affect the amount of capital required or expected to be maintained by such Lender or Issuing Bank or any corporation controlling such Lender or Issuing Bank and (ii) the amount of such capital is increased by or based upon (A) the making or maintenance by any Lender of its Loans, the issuance of Letters of Credit, any Lender's participation in or obligation to participate in the Loans, Letters of Credit Acceptances or other advances made hereunder or the existence of any Lender's obligation to make Loans or (B) the issuance or maintenance by any Issuing Bank of, or the existence of any Issuing Bank's obligation to Issue or create, issue Letters of Credit or AcceptancesCredit, then, in any such case, upon within thirty (30) days after written demand by such Lender or Issuing Bank (with a copy of such demand to the Administrative Agent), the Borrowers jointly and severally agree immediately to Borrower shall pay to the Administrative Agent for the account of such Lender or Issuing BankLender, from time to time as specified by such Lender or Issuing BankLender, additional amounts sufficient to compensate such Lender or Issuing Bank or such corporation therefortherefore. Such demand shall be accompanied by a statement as to the amount of such compensation and include a brief summary of the basis for such demand. Such statement shall be conclusive and binding for all purposes, absent manifest error. Notwithstanding the foregoing, in the absence event of manifest error.any such demand, at the Borrower's sole election, the Borrower may identify an Eligible Assignee not making such a demand to whom the demanding Lender shall assign its interest in the Loans at par pursuant to the terms of an Assignment and Acceptance substantially in the form attached as Exhibit A.