Common use of Administrative Agent’s Determination Clause in Contracts

Administrative Agent’s Determination. (a) The Administrative Agent shall determine the amount of interest payable on each Tranche, and its determination shall be conclusive in the absence of manifest error. The Administrative Agent shall endeavor to notify the Company of the amount of any interest payment prior to the date on which an interest payment is due: provided that the failure of the Administrative Agent to provide such notice shall not affect the Companies' obligation to pay interest on such date. (b) If the Administrative Agent gives notice to the Company that no Eurodollar Rate is quoted to the Administrative Agent for the applicable Eurodollar Rate Interest Period or in the applicable amounts, then (i) the obligation of the Lenders to make a Eurodollar Rate Advance and the ability of the Company to select the Eurodollar Rate for a Tranche shall be suspended, and (ii) the Companies shall either prepay all Eurodollar Rate Tranches for which an interest rate is to be determined on such date or the Notes shall thereafter bear interest at the Base Rate plus the Applicable Base Rate Margin. (c) If any applicable domestic or foreign law, treaty, rule or regulation (whether now in effect or hereinafter enacted or promulgated, including Regulation D of the Board of Governors of the Federal Reserve System) or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law): (i) changes the basis of taxation of payments to the Lenders of any principal, interest, or other amounts attributable to any Eurodollar Rate Tranche (other than taxes imposed on the overall net income of the Lenders or any lending office of the Lenders by any jurisdiction in which the Lenders or any such lending office is located); (ii) changes, imposes, modifies, applies or deems applicable any reserve, special deposit, insurance assessments or similar requirements in respect of any such Eurodollar Rate Tranche (excluding those for which the Lenders are fully compensated pursuant to adjustments made in the definition of Eurodollar Rate) or against assets of, deposits with or for the account of, or credit extended by, the Lenders; or (iii) imposes on the Lenders or the interbank eurocurrency deposit and transfer market any other condition affecting any such Eurodollar Rate Tranche, and the result of any of the foregoing is to increase the cost to the Lenders of funding or maintaining any such Eurodollar Rate Tranche (other than costs for which the Lenders are fully (d) Notwithstanding any other provision hereof, if any change in applicable laws, treaties, rules or regulations or in the interpretation or administration thereof of or in any jurisdiction whatsoever, domestic or foreign, shall make it unlawful or impracticable for the Lenders to maintain Eurodollar Rate Tranches bearing interest at the Eurodollar Rate plus the Applicable Eurodollar Rate Margin, or shall materially restrict the authority of the Lenders to purchase, sell or take certificates of deposit or offshore deposits of dollars, then all Eurodollar Rate Tranches which are then outstanding and which cannot lawfully or practicably be maintained shall immediately cease to bear interest at the Eurodollar Rate plus the Applicable Eurodollar Rate Margin and shall commence to bear interest at the Base Rate plus the Applicable Base Rate Margin. The Companies agree to indemnify the Lenders and hold them harmless against all costs, expenses, claims, penalties, liabilities and damages which may result from any such change in law, treaty, rule, regulation, interpretation or administration, arising out of or in connection with this Agreement and the Loans. (e) The Companies will indemnify the Lenders against, and reimburse each Lender on demand for, any loss or expense incurred or sustained by the Lenders (including without limitation, any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Lenders to fund or maintain Eurodollar Rate Tranches) as a result of (i) any payment or prepayment (whether authorized or required hereunder or otherwise) of all or a portion of any such Tranche on a day other than the day on which the applicable Eurodollar Rate Interest Period ends, (ii) any payment or prepayment, whether required hereunder or otherwise, of Eurodollar Rate Tranches made after the delivery, but before the effective date, of an election to have the Eurodollar Rate plus the Applicable Eurodollar Rate Margin apply to a Eurodollar Rate Tranche, if such payment or prepayment prevents such election from becoming fully effective, (iii) the failure of any Eurodollar Rate Tranche to be made by the Lenders or of any such election to become effective due to any condition precedent to a Eurodollar Rate Tranche not being satisfied or due to any other action or inaction of the Companies, (iv) the Companies' election to change the interest rate from the Eurodollar Rate plus the Applicable Eurodollar Rate Margin to the Base Rate plus the Applicable Base Rate (f) The Companies covenant and agree that: (i) The Companies will pay, when due and on an after-tax basis, all present and future stamp and other taxes, levies, costs and charges whatsoever imposed, assessed, levied or collected on or in respect of any Eurodollar Rate Tranche (other than taxes, levies, costs or charges imposed on or measured by the overall net income of the Lenders, or any lending office of the Lenders by any jurisdiction in which the Lenders or any such lending office is located) (all such non-excluded taxes, levies, costs and charges being collectively called "Reimbursable Taxes"). Promptly after the date on which payment of any Reimbursable Taxes is due pursuant to applicable law, the Companies will, at the request of the Administrative Agent, furnish to the Lenders evidence in form and substance satisfactory to the Lenders that the Companies have met their obligation under this subsection. (ii) The Companies will indemnify the Administrative Agent and the Lenders against, and reimburse the Administrative Agent and the Lenders on demand for, any Reimbursable Taxes paid by the Administrative Agent and the Lenders and any loss, liability, claim or expense, including interest, penalties and legal fees, that the Administrative Agent and the Lenders may incur at any time arising out of or in connection with the failure of the Companies to make any payment of Reimbursable Taxes when due. Any payment due under this subsection will be paid to the Administrative Agent within five days after demand therefor by the Administrative Agent. (iii) All payments on account of the principal of, and interest on, Eurodollar Rate Tranches and all other amounts payable by the Companies to the Lenders hereunder shall be made free and clear of and without reduction by reason of any Reimbursable Taxes. (iv) If the Companies are ever required to pay any Reimbursable Taxes with respect to any Eurodollar Rate Tranches, the Companies may elect, by giving to the Administrative Agent not less than three (3) Business Days' notice, to change the interest rate applicable to any such advance from the Eurodollar Rate plus the Applicable Eurodollar Rate Margin to the Base Rate plus the Applicable Base Rate Margin, but such election shall not diminish the Companies' obligation to pay all Reimbursable Taxes theretofore imposed, assessed, levied or collected. (g) If any applicable law or regulation, or the action of any applicable regulatory requirement increases the reserves or capital required for the Credit, the Administrative Agent shall promptly deliver a certificate to the Company specifying in reasonable detail the additional amount as will compensate the Lenders for the additional costs, which certificate shall be conclusive in the absence of manifest error. The Companies shall pay the amount specified in such certificate promptly upon receipt.

Administrative Agent’s Determination. (a) The Administrative Agent ------------------------------------ shall determine the amount of interest payable on each Tranche, and its determination shall be conclusive in the absence of manifest error. The Administrative Agent shall endeavor to notify the Company of the amount of any interest payment prior to the date on which an interest payment is due: provided -------- that the failure of the Administrative Agent to provide such notice shall not affect the Companies' obligation to pay interest on such date. (b) If the Administrative Agent gives notice to the Company that no Eurodollar Rate is quoted to the Administrative Agent for the applicable Eurodollar Rate Interest Period or in the applicable amounts, then (i) the obligation of the Lenders to make a Eurodollar Rate Advance and the ability of the Company to select the Eurodollar Rate for a Tranche shall be suspended, and (ii) the Companies shall either prepay all Eurodollar Rate Tranches for which an interest rate is to be determined on such date or the Notes shall thereafter bear interest at the Base Rate plus the Applicable Base Rate Margin. (c) If any applicable domestic or foreign law, treaty, rule or regulation (whether now in effect or hereinafter enacted or promulgated, including Regulation D of the Board of Governors of the Federal Reserve System) or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law): (i) changes the basis of taxation of payments to the Lenders of any principal, interest, or other amounts attributable to any Eurodollar Rate Tranche (other than taxes imposed on the overall net income of the Lenders or any lending office of the Lenders by any jurisdiction in which the Lenders or any such lending office is located); (ii) changes, imposes, modifies, applies or deems applicable any reserve, special deposit, insurance assessments or similar requirements in respect of any such Eurodollar Rate Tranche (excluding those for which the Lenders are fully compensated pursuant to adjustments made in the definition of Eurodollar Rate) or against assets of, deposits with or for the account of, or credit extended by, the Lenders; or (iii) imposes on the Lenders or the interbank eurocurrency deposit and transfer market any other condition affecting any such Eurodollar Rate Tranche, and the result of any of the foregoing is to increase the cost to the Lenders of funding or maintaining any such Eurodollar Rate Tranche (other than costs for which the Lenders are fullyfully compensated pursuant to adjustments made in the definition of Eurodollar Rate) or to reduce the amount of any sum receivable by the Lenders in respect of any such Eurodollar Rate Tranche by an amount deemed by the Lenders to be material, then the Administrative Agent shall promptly notify the Companies in writing (such writing including the necessary calculations in reasonable detail) of the happening of such event and the Companies shall upon demand pay to the Lenders such additional amount or amounts as will compensate the Lenders for such additional cost or reduction accrued as of the time of such notice and thereafter, the Companies may either continue to pay to the Lenders such additional amount as will compensate the Lenders for the additional cost or reduction of Eurodollar Rate Tranches, or the Companies may elect, by giving to the Administrative Agent not less than three Business Days' notice, to change the interest rate applicable to such Tranche from the Eurodollar Rate plus the Applicable Eurodollar Rate Margin to the Base Rate plus the Applicable Base Rate Margin. (d) Notwithstanding any other provision hereof, if any change in applicable laws, treaties, rules or regulations or in the interpretation or administration thereof of or in any jurisdiction whatsoever, domestic or foreign, shall make it unlawful or impracticable for the Lenders to maintain Eurodollar Rate Tranches bearing interest at the Eurodollar Rate plus the Applicable Eurodollar Rate Margin, or shall materially restrict the authority of the Lenders to purchase, sell or take certificates of deposit or offshore deposits of dollars, then all Eurodollar Rate Tranches which are then outstanding and which cannot lawfully or practicably be maintained shall immediately cease to bear interest at the Eurodollar Rate plus the Applicable Eurodollar Rate Margin and shall commence to bear interest at the Base Rate plus the Applicable Base Rate Margin. The Companies agree to indemnify the Lenders and hold them harmless against all costs, expenses, claims, penalties, liabilities and damages which may result from any such change in law, treaty, rule, regulation, interpretation or administration, arising out of or in connection with this Agreement and the Loans. (e) The Companies will indemnify the Lenders against, and reimburse each Lender on demand for, any loss or expense incurred or sustained by the Lenders (including without limitation, any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Lenders to fund or maintain Eurodollar Rate Tranches) as a result of (i) any payment or prepayment (whether authorized or required hereunder or otherwise) of all or a portion of any such Tranche on a day other than the day on which the applicable Eurodollar Rate Interest Period ends, (ii) any payment or prepayment, whether required hereunder or otherwise, of Eurodollar Rate Tranches made after the delivery, but before the effective date, of an election to have the Eurodollar Rate plus the Applicable Eurodollar Rate Margin apply to a Eurodollar Rate Tranche, if such payment or prepayment prevents such election from becoming fully effective, (iii) the failure of any Eurodollar Rate Tranche to be made by the Lenders or of any such election to become effective due to any condition precedent to a Eurodollar Rate Tranche not being satisfied or due to any other action or inaction of the Companies, (iv) the Companies' election to change the interest rate from the Eurodollar Rate plus the Applicable Eurodollar Rate Margin to the Base Rate plus the Applicable Base RateRate Margin pursuant to Section 3.2(f)(iv) hereof, or (v) the occurrence of a Default or the non-payment of the Notes at maturity of the Notes for any reason as set forth in Section 3.3 hereof. For purposes of this Subsection, funding losses arising by reason of liquidation or reemployment of deposits or other funds acquired by the Lenders to fund or maintain Eurodollar Rate Tranches shall be calculated as (A) the remainder, if a positive number, obtained by subtracting (1) the yield (reflecting both stated interest rate and discount, if any) to maturity of obligations of the United States Treasury as determined by the Administrative Agent in an amount equal or comparable to such advance for the period of time commencing on the date of the payment, prepayment or change of rate as provided above and ending on the last day of the subject Eurodollar Rate Interest Period, from (2) the Eurodollar Rate plus the Applicable Eurodollar Rate Margin of the subject Eurodollar Rate Interest Period, (B) times ----- the number of days from the date of payment, prepayment or change of rate to the last day of the Eurodollar Rate Interest Period, divided by 360, (C) times the ----- amount of the applicable Eurodollar Rate Tranche. Any payment due under this section will be paid to the Administrative Agent within five days after the Administrative Agent delivers to the Company a certificate setting forth in reasonable detail the amount of such payment, which certificate shall be conclusive in the absence of manifest error. (f) The Companies covenant and agree that: (i) The Companies will pay, when due and on an after-tax basis, all present and future stamp and other taxes, levies, costs and charges whatsoever imposed, assessed, levied or collected on or in respect of any Eurodollar Rate Tranche (other than taxes, levies, costs or charges imposed on or measured by the overall net income of the Lenders, or any lending office of the Lenders by any jurisdiction in which the Lenders or any such lending office is located) (all such non-excluded taxes, levies, costs and charges being collectively called "Reimbursable Taxes"). Promptly after the date on which payment of any Reimbursable Taxes is due pursuant to applicable law, the Companies will, at the request of the Administrative Agent, furnish to the Lenders evidence in form and substance satisfactory to the Lenders that the Companies have met their obligation under this subsection. (ii) The Companies will indemnify the Administrative Agent and the Lenders against, and reimburse the Administrative Agent and the Lenders on demand for, any Reimbursable Taxes paid by the Administrative Agent and the Lenders and any loss, liability, claim or expense, including interest, penalties and legal fees, that the Administrative Agent and the Lenders may incur at any time arising out of or in connection with the failure of the Companies to make any payment of Reimbursable Taxes when due. Any payment due under this subsection will be paid to the Administrative Agent within five days after demand therefor by the Administrative Agent. (iii) All payments on account of the principal of, and interest on, Eurodollar Rate Tranches and all other amounts payable by the Companies to the Lenders hereunder shall be made free and clear of and without reduction by reason of any Reimbursable Taxes. (iv) If the Companies are ever required to pay any Reimbursable Taxes with respect to any Eurodollar Rate Tranches, the Companies may elect, by giving to the Administrative Agent not less than three (3) Business Days' notice, to change the interest rate applicable to any such advance from the Eurodollar Rate plus the Applicable Eurodollar Rate Margin to the Base Rate plus the Applicable Base Rate Margin, but such election shall not diminish the Companies' obligation to pay all Reimbursable Taxes theretofore imposed, assessed, levied or collected. (g) If any applicable law or regulation, or the action of any applicable regulatory requirement increases the reserves or capital required for the CreditCredit Facility, the Administrative Agent shall promptly deliver a certificate to the Company specifying in reasonable detail the additional amount as will compensate the Lenders for the additional costs, which certificate shall be conclusive in the absence of manifest error. The Companies shall pay the amount specified in such certificate promptly upon receipt.

Administrative Agent’s Determination. (a) The Administrative Agent shall determine the amount of interest payable on each Tranche, and its determination shall be conclusive in the absence of manifest error. The Administrative Agent shall endeavor to notify the Company of the amount of any interest payment prior to the date on which an interest payment is due: provided that the failure of the Administrative Agent to provide such notice shall not affect the Companies' ’ obligation to pay interest on such date. (b) If the Administrative Agent gives notice to the Company that no Eurodollar Rate is quoted to the Administrative Agent for the applicable Eurodollar Rate Interest Period or in the applicable amounts, then (i) the obligation of the Lenders to make a Eurodollar Rate Advance and the ability of the Company to select the Eurodollar Rate for a Tranche shall be suspended, and (ii) the Companies shall either prepay all Eurodollar Rate Tranches for which an interest rate is to be determined on such date or the Notes shall thereafter bear interest at the Base Rate plus the Applicable Base Rate Margin. (c) If any applicable domestic or foreign law, treaty, rule or regulation (whether now in effect or hereinafter enacted or promulgated, including Regulation D of the Board of Governors of the Federal Reserve System) or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law): (i) changes the basis of taxation of payments to the Lenders of any principal, interest, or other amounts attributable to any Eurodollar Rate Tranche (other than taxes imposed on the overall net income of the Lenders or any lending office of the Lenders by any jurisdiction in which the Lenders or any such lending office is located); (ii) changes, imposes, modifies, applies or deems applicable any reserve, special deposit, insurance assessments or similar requirements in respect of any such Eurodollar Rate Tranche (excluding those for which the Lenders are fully compensated pursuant to adjustments made in the definition of Eurodollar Rate) or against assets of, deposits with or for the account of, or credit extended by, the Lenders; or (iii) imposes on the Lenders or the interbank eurocurrency deposit and transfer market any other condition affecting any such Eurodollar Rate Tranche, and the result of any of the foregoing is to increase the cost to the Lenders of funding or maintaining any such Eurodollar Rate Tranche (other than costs for which the Lenders are fullyfully compensated pursuant to adjustments made in the definition of Eurodollar Rate) or to reduce the amount of any sum receivable by the Lenders in respect of any such Eurodollar Rate Tranche by an amount deemed by the Lenders to be material, then the Administrative Agent shall promptly notify the Companies in writing (such writing including the necessary calculations in reasonable detail) of the happening of such event and the Companies shall upon demand pay to the Lenders such additional amount or amounts as will compensate the Lenders for such additional cost or reduction accrued as of the time of such notice, and thereafter the Companies may either continue to pay to the Lenders such additional amount as will compensate the Lenders for the additional cost or reduction of Eurodollar Rate Tranches, or the Companies may elect, by giving to the Administrative Agent not less than three Business Days’ notice, to change the interest rate applicable to such Tranche from the Eurodollar Rate plus the Applicable Eurodollar Rate Margin to the Base Rate plus the Applicable Base Rate Margin. (d) Notwithstanding any other provision hereof, if any change in applicable laws, treaties, rules or regulations or in the interpretation or administration thereof of or in any jurisdiction whatsoever, domestic or foreign, shall make it unlawful or impracticable for the Lenders to maintain Eurodollar Rate Tranches bearing interest at the Eurodollar Rate plus the Applicable Eurodollar Rate Margin, or shall materially restrict the authority of the Lenders to purchase, sell or take certificates of deposit or offshore deposits of dollars, then all Eurodollar Rate Tranches which are then outstanding and which cannot lawfully or practicably be maintained shall immediately cease to bear interest at the Eurodollar Rate plus the Applicable Eurodollar Rate Margin and shall commence to bear interest at the Base Rate plus the Applicable Base Rate Margin. The Companies agree to indemnify the Lenders and hold them harmless against all costs, expenses, claims, penalties, liabilities and damages which may result from any such change in law, treaty, rule, regulation, interpretation or administration, arising out of or in connection with this Agreement and the Loans. (e) The Companies will indemnify the Lenders against, and reimburse each Lender on demand for, any loss or expense incurred or sustained by the Lenders (including without limitation, any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Lenders to fund or maintain Eurodollar Rate Tranches) as a result of (i) any payment or prepayment (whether authorized or required hereunder or otherwise) of all or a portion of any such Tranche on a day other than the day on which the applicable Eurodollar Rate Interest Period ends, (ii) any payment or prepayment, whether required hereunder or otherwise, of Eurodollar Rate Tranches made after the delivery, but before the effective date, of an election to have the Eurodollar Rate plus the Applicable Eurodollar Rate Margin apply to a Eurodollar Rate Tranche, if such payment or prepayment prevents such election from becoming fully effective, (iii) the failure of any Eurodollar Rate Tranche to be made by the Lenders or of any such election to become effective due to any condition precedent to a Eurodollar Rate Tranche not being satisfied or due to any other action or inaction of the Companies, (iv) the Companies' ’ election to change the interest rate from the Eurodollar Rate plus the Applicable Eurodollar Rate Margin to the Base Rate plus the Applicable Base RateRate Margin pursuant to Section 3.2(f)(iv) hereof, or (v) the occurrence of a Default or the non-payment of the Notes at maturity of the Notes for any reason as set forth in Section 3.3 hereof. For purposes of this Subsection, funding losses arising by reason of liquidation or reemployment of deposits or other funds acquired by the Lenders to fund or maintain Eurodollar Rate Tranches shall be calculated as (A) the remainder, if a positive number, obtained by subtracting (1) the yield (reflecting both stated interest rate and discount, if any) to maturity of obligations of the United States Treasury as determined by the Administrative Agent in an amount equal or comparable to such advance for the period of time commencing on the date of the payment, prepayment or change of rate as provided above and ending on the last day of the subject Eurodollar Rate Interest Period, from (2) the Eurodollar Rate plus the Applicable Eurodollar Rate Margin of the subject Eurodollar Rate Interest Period, (B) times the number of days from the date of payment, prepayment or change of rate to the last day of the Eurodollar Rate Interest Period, divided by 360, (C) times the amount of the applicable Eurodollar Rate Tranche. Any payment due under this section will be paid to the Administrative Agent within five days after the Administrative Agent delivers to the Company a certificate setting forth in reasonable detail the amount of such payment, which certificate shall be conclusive in the absence of manifest error. (f) The Companies covenant and agree that: (i) The Companies will pay, when due and on an after-tax basis, all present and future stamp and other taxes, levies, costs and charges whatsoever imposed, assessed, levied or collected on or in respect of any Eurodollar Rate Tranche (other than taxes, levies, costs or charges imposed on or measured by the overall net income of the Lenders, or any lending office of the Lenders by any jurisdiction in which the Lenders or any such lending office is located) (all such non-excluded taxes, levies, costs and charges being collectively called "“Reimbursable Taxes"”). Promptly after the date on which payment of any Reimbursable Taxes is due pursuant to applicable law, the Companies will, at the request of the Administrative Agent, furnish to the Lenders evidence in form and substance satisfactory to the Lenders that the Companies have met their obligation under this subsection. (ii) The Companies will indemnify the Administrative Agent and the Lenders against, and reimburse the Administrative Agent and the Lenders on demand for, any Reimbursable Taxes paid by the Administrative Agent and the Lenders and any loss, liability, claim or expense, including interest, penalties and legal fees, that the Administrative Agent and the Lenders may incur at any time arising out of or in connection with the failure of the Companies to make any payment of Reimbursable Taxes when due. Any payment due under this subsection will be paid to the Administrative Agent within five days after demand therefor by the Administrative Agent. (iii) All payments on account of the principal of, and interest on, Eurodollar Rate Tranches and all other amounts payable by the Companies to the Lenders hereunder shall be made free and clear of and without reduction by reason of any Reimbursable Taxes. (iv) If the Companies are ever required to pay any Reimbursable Taxes with respect to any Eurodollar Rate Tranches, the Companies may elect, by giving to the Administrative Agent not less than three (3) Business Days' ’ notice, to change the interest rate applicable to any such advance from the Eurodollar Rate plus the Applicable Eurodollar Rate Margin to the Base Rate plus the Applicable Base Rate Margin, but such election shall not diminish the Companies' ’ obligation to pay all Reimbursable Taxes theretofore imposed, assessed, levied or collected. (g) If any applicable law or regulation, or the action of any applicable regulatory requirement increases the reserves or capital required for the CreditCredit Facility, the Administrative Agent shall promptly deliver a certificate to the Company specifying in reasonable detail the additional amount as will compensate the Lenders for the additional costs, which certificate shall be conclusive in the absence of manifest error. The Companies shall pay the amount specified in such certificate promptly upon receipt.

Administrative Agent’s Determination. (a) The Administrative Agent shall determine the amount of interest payable on each Tranche, and its determination shall be conclusive in the absence of manifest error. The Administrative Agent shall endeavor to notify the Company of the amount of any interest payment prior to the date on which an interest payment is due: provided that the failure of the Administrative Agent to provide such notice shall not affect the Companies' obligation to pay interest on such date. (b) If the Administrative Agent gives notice to the Company that no Eurodollar Rate is quoted to the Administrative Agent for the applicable Eurodollar Rate Interest Period or in the applicable amounts, then (i) the obligation of the Lenders to make a Eurodollar Rate Advance and the ability of the Company to select the Eurodollar Rate for a Tranche shall be suspended, and (ii) the Companies shall either prepay all Eurodollar Rate Tranches for which an interest rate is to be determined on such date or the Notes shall thereafter bear interest at the Base Rate plus the Applicable Base Rate Margin. (c) If any applicable domestic or foreign law, treaty, rule or regulation (whether now in effect or hereinafter enacted or promulgated, including Regulation D of the Board of Governors of the Federal Reserve System) or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law): (i) changes the basis of taxation of payments to the Lenders of any principal, interest, or other amounts attributable to any Eurodollar Rate Tranche (other than taxes imposed on the overall net income of the Lenders or any lending office of the Lenders by any jurisdiction in which the Lenders or any such lending office is located); (ii) changes, imposes, modifies, applies or deems applicable any reserve, special deposit, insurance assessments or similar requirements in respect of any such Eurodollar Rate Tranche (excluding those for which the Lenders are fully compensated pursuant to adjustments made in the definition of Eurodollar Rate) or against assets of, deposits with or for the account of, or credit extended by, the Lenders; or (iii) imposes on the Lenders or the interbank eurocurrency deposit and transfer market any other condition affecting any such Eurodollar Rate Tranche, and the result of any of the foregoing is to increase the cost to the Lenders of funding or maintaining any such Eurodollar Rate Tranche (other than costs for which the Lenders are fullyfully compensated pursuant to adjustments made in the definition of Eurodollar Rate) or to reduce the amount of any sum receivable by the Lenders in respect of any such Eurodollar Rate Tranche by an amount deemed by the Lenders to be material, then the Administrative Agent shall promptly notify the Companies in writing (such writing including the necessary calculations in reasonable detail) of the happening of such event and the Companies shall upon demand pay to the Lenders such additional amount or amounts as will compensate the Lenders for such additional cost or reduction accrued as of the time of such notice and thereafter, the Companies may either continue to pay to the Lenders such additional amount as will compensate the Lenders for the additional cost or reduction of Eurodollar Rate Tranches, or the Companies may elect, by giving to the Administrative Agent not less than three Business Days' notice, to change the interest rate applicable to such Tranche from the Eurodollar Rate plus the Applicable Eurodollar Rate Margin to the Base Rate plus the Applicable Base Rate Margin. (d) Notwithstanding any other provision hereof, if any change in applicable laws, treaties, rules or regulations or in the interpretation or administration thereof of or in any jurisdiction whatsoever, domestic or foreign, shall make it unlawful or impracticable for the Lenders to maintain Eurodollar Rate Tranches bearing interest at the Eurodollar Rate plus the Applicable Eurodollar Rate Margin, or shall materially restrict the authority of the Lenders to purchase, sell or take certificates of deposit or offshore deposits of dollars, then all Eurodollar Rate Tranches which are then outstanding and which cannot lawfully or practicably be maintained shall immediately cease to bear interest at the Eurodollar Rate plus the Applicable Eurodollar Rate Margin and shall commence to bear interest at the Base Rate plus the Applicable Base Rate Margin. The Companies agree to indemnify the Lenders and hold them harmless against all costs, expenses, claims, penalties, liabilities and damages which may result from any such change in law, treaty, rule, regulation, interpretation or administration, arising out of or in connection with this Agreement and the Loans. (e) The Companies will indemnify the Lenders against, and reimburse each Lender on demand for, any loss or expense incurred or sustained by the Lenders (including without limitation, any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Lenders to fund or maintain Eurodollar Rate Tranches) as a result of (i) any payment or prepayment (whether authorized or required hereunder or otherwise) of all or a portion of any such Tranche on a day other than the day on which the applicable Eurodollar Rate Interest Period ends, (ii) any payment or prepayment, whether required hereunder or otherwise, of Eurodollar Rate Tranches made after the delivery, but before the effective date, of an election to have the Eurodollar Rate plus the Applicable Eurodollar Rate Margin apply to a Eurodollar Rate Tranche, if such payment or prepayment prevents such election from becoming fully effective, (iii) the failure of any Eurodollar Rate Tranche to be made by the Lenders or of any such election to become effective due to any condition precedent to a Eurodollar Rate Tranche not being satisfied or due to any other action or inaction of the Companies, (iv) the Companies' election to change the interest rate from the Eurodollar Rate plus the Applicable Eurodollar Rate Margin to the Base Rate plus the Applicable Base RateRate Margin pursuant to Section 3.2(f)(iv) hereof, or (v) the occurrence of a Default or the non-payment of the Notes at maturity of the Notes for any reason as set forth in Section 3.3 hereof. For purposes of this Subsection, funding losses arising by reason of liquidation or reemployment of deposits or other funds acquired by the Lenders to fund or maintain Eurodollar Rate Tranches shall be calculated as (A) the remainder, if a positive number, obtained by subtracting (1) the yield (reflecting both stated interest rate and discount, if any) to maturity of obligations of the United States Treasury as determined by the Administrative Agent in an amount equal or comparable to such advance for the period of time commencing on the date of the payment, prepayment or change of rate as provided above and ending on the last day of the subject Eurodollar Rate Interest Period, from (2) the Eurodollar Rate plus the Applicable Eurodollar Rate Margin of the subject Eurodollar Rate Interest Period, (B) times the number of days from the date of payment, prepayment or change of rate to the last day of the Eurodollar Rate Interest Period, divided by 360, (C) times the amount of the applicable Eurodollar Rate Tranche. Any payment due under this section will be paid to the Administrative Agent within five days after the Administrative Agent delivers to the Company a certificate setting forth in reasonable detail the amount of such payment, which certificate shall be conclusive in the absence of manifest error. (f) The Companies covenant and agree that: (i) The Companies will pay, when due and on an after-tax basis, all present and future stamp and other taxes, levies, costs and charges whatsoever imposed, assessed, levied or collected on or in respect of any Eurodollar Rate Tranche (other than taxes, levies, costs or charges imposed on or measured by the overall net income of the Lenders, or any lending office of the Lenders by any jurisdiction in which the Lenders or any such lending office is located) (all such non-excluded taxes, levies, costs and charges being collectively called "Reimbursable Taxes"). Promptly after the date on which payment of any Reimbursable Taxes is due pursuant to applicable law, the Companies will, at the request of the Administrative Agent, furnish to the Lenders evidence in form and substance satisfactory to the Lenders that the Companies have met their obligation under this subsection. (ii) The Companies will indemnify the Administrative Agent and the Lenders against, and reimburse the Administrative Agent and the Lenders on demand for, any Reimbursable Taxes paid by the Administrative Agent and the Lenders and any loss, liability, claim or expense, including interest, penalties and legal fees, that the Administrative Agent and the Lenders may incur at any time arising out of or in connection with the failure of the Companies to make any payment of Reimbursable Taxes when due. Any payment due under this subsection will be paid to the Administrative Agent within five days after demand therefor by the Administrative Agent. (iii) All payments on account of the principal of, and interest on, Eurodollar Rate Tranches and all other amounts payable by the Companies to the Lenders hereunder shall be made free and clear of and without reduction by reason of any Reimbursable Taxes. (iv) If the Companies are ever required to pay any Reimbursable Taxes with respect to any Eurodollar Rate Tranches, the Companies may elect, by giving to the Administrative Agent not less than three (3) Business Days' notice, to change the interest rate applicable to any such advance from the Eurodollar Rate plus the Applicable Eurodollar Rate Margin to the Base Rate plus the Applicable Base Rate Margin, but such election shall not diminish the Companies' obligation to pay all Reimbursable Taxes theretofore imposed, assessed, levied or collected. (g) If any applicable law or regulation, or the action of any applicable regulatory requirement increases the reserves or capital required for the CreditCredit Facility, the Administrative Agent shall promptly deliver a certificate to the Company specifying in reasonable detail the additional amount as will compensate the Lenders for the additional costs, which certificate shall be conclusive in the absence of manifest error. The Companies shall pay the amount specified in such certificate promptly upon receipt.

Administrative Agent’s Determination. (a) The Administrative Agent shall determine the amount of interest payable on each Tranche, and its determination shall be conclusive in the absence of manifest error. The Administrative Agent shall endeavor to notify the Company of the amount of any interest payment prior to the date on which an interest payment is due: provided that the failure of the Administrative Agent to provide such notice shall not affect the Companies' obligation to pay interest on such date. (b) If the Administrative Agent gives notice to the Company that no Eurodollar Rate is quoted to the Administrative Agent for the applicable Eurodollar Rate Interest Period or in the applicable amounts, then (i) the obligation of the Lenders to make a Eurodollar Rate Advance and the ability of the Company to select the Eurodollar Rate for a Tranche shall be suspended, and (ii) the Companies shall either prepay all Eurodollar Rate Tranches for which an interest rate is to be determined on such date or the Notes shall thereafter bear interest at the Base Rate plus the Applicable Base Rate Margin. (c) If any applicable domestic or foreign law, treaty, rule or regulation (whether now in effect or hereinafter enacted or promulgated, including Regulation D of the Board of Governors of the Federal Reserve System) or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law): (i) changes the basis of taxation of payments to the Lenders of any principal, interest, or other amounts attributable to any Eurodollar Rate Tranche (other than taxes imposed on the overall net income of the Lenders or any lending office of the Lenders by any jurisdiction in which the Lenders or any such lending office is located); (ii) changes, imposes, modifies, applies or deems applicable any reserve, special deposit, insurance assessments or similar requirements in respect of any such Eurodollar Rate Tranche (excluding those for which the Lenders are fully compensated pursuant to adjustments made in the definition of Eurodollar Rate) or against assets of, deposits with or for the account of, or credit extended by, the Lenders; or (iii) imposes on the Lenders or the interbank eurocurrency deposit and transfer market any other condition affecting any such Eurodollar Rate Tranche, and the result of any of the foregoing is to increase the cost to the Lenders of funding or maintaining any such Eurodollar Rate Tranche (other than costs for which the Lenders are fullyfully compensated pursuant to adjustments made in the definition of Eurodollar Rate) or to reduce the amount of any sum receivable by the Lenders in respect of any such Eurodollar Rate Tranche by an amount deemed by the Lenders to be material, then the Administrative Agent shall promptly notify the Company in writing (such writing including the necessary calculations in reasonable detail) of the happening of such event and the Companies shall upon demand pay to the Lenders such additional amount or amounts as will compensate the Lenders for such additional cost or reduction accrued as of the time of such notice and thereafter, the Companies may either continue to pay to the Lenders such additional amount as will compensate the Lenders for the additional cost or reduction of Eurodollar Rate Tranches, or the Companies may elect, by giving to the Administrative Agent not less than three Business Days' notice, to change the interest rate applicable to such Tranche from the Eurodollar Rate plus the Applicable Eurodollar Rate Margin to the Base Rate plus the Applicable Base Rate Margin. (d) Notwithstanding any other provision hereof, if any change in applicable laws, treaties, rules or regulations or in the interpretation or administration thereof of or in any jurisdiction whatsoever, domestic or foreign, shall make it unlawful or impracticable for the Lenders to maintain Eurodollar Rate Tranches bearing interest at the Eurodollar Rate plus the Applicable Eurodollar Rate Margin, or shall materially restrict the authority of the Lenders to purchase, sell or take certificates of deposit or offshore deposits of dollars, then all Eurodollar Rate Tranches which are then outstanding and which cannot lawfully or practicably be maintained shall immediately cease to bear interest at the Eurodollar Rate plus the Applicable Eurodollar Rate Margin and shall commence to bear interest at the Base Rate plus the Applicable Base Rate Margin. The Companies agree to indemnify the Lenders and hold them harmless against all costs, expenses, claims, penalties, liabilities and damages which may result from any such change in law, treaty, rule, regulation, interpretation or administration, arising out of or in connection with this Agreement and the Loans. (e) The Companies will indemnify the Lenders against, and reimburse each Lender on demand for, any loss or expense incurred or sustained by the Lenders (including without limitation, any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Lenders to fund or maintain Eurodollar Rate Tranches) as a result of (i) any payment or prepayment (whether authorized or required hereunder or otherwise) of all or a portion of any such Tranche on a day other than the day on which the applicable Eurodollar Rate Interest Period ends, (ii) any payment or prepayment, whether required hereunder or otherwise, of Eurodollar Rate Tranches made after the delivery, but before the effective date, of an election to have the Eurodollar Rate plus the Applicable Eurodollar Rate Margin apply to a Eurodollar Rate Tranche, if such payment or prepayment prevents such election from becoming fully effective, (iii) the failure of any Eurodollar Rate Tranche to be made by the Lenders or of any such election to become effective due to any condition precedent to a Eurodollar Rate Tranche not being satisfied or due to any other action or inaction of the Companies, (iv) the Companies' election to change the interest rate from the Eurodollar Rate plus the Applicable Eurodollar Rate Margin to the Base Rate plus the Applicable Base RateRate Margin pursuant to Section 3.2(f)(iv) hereof, or (v) the occurrence of a Default or the non-payment of the Notes at maturity of the Notes for any reason as set forth in Section 3.3 hereof. For purposes of this Subsection, funding losses arising by reason of liquidation or reemployment of deposits or other funds acquired by the Lenders to fund or maintain Eurodollar Rate Tranches shall be calculated as (A) the remainder, if a positive number, obtained by subtracting (1) the yield (reflecting both stated interest rate and discount, if any) to maturity of obligations of the United States Treasury as determined by the Administrative Agent in an amount equal or comparable to such advance for the period of time commencing on the date of the payment, prepayment or change of rate as provided above and ending on the last day of the subject Eurodollar Rate Interest Period, from (2) the Eurodollar Rate plus the Applicable Eurodollar Rate Margin of the subject Eurodollar Rate Interest Period, (B) times the number of days from the date of payment, prepayment or change of rate to the last day of the Eurodollar Rate Interest Period, divided by 360, (C) times the amount of the applicable Eurodollar Rate Tranche. Any payment due under this section will be paid to the Administrative Agent within five days after the Administrative Agent delivers to the Company a certificate setting forth in reasonable detail the amount of such payment, which certificate shall be conclusive in the absence of manifest error. (f) The Companies covenant and agree that: (i) The Companies will pay, when due and on an after-tax basis, all present and future stamp and other taxes, levies, costs and charges whatsoever imposed, assessed, levied or collected on or in respect of any Eurodollar Rate Tranche (other than taxes, levies, costs or charges imposed on or measured by the overall net income of the Lenders, or any lending office of the Lenders by any jurisdiction in which the Lenders or any such lending office is located) (all such non-excluded taxes, levies, costs and charges being collectively called "Reimbursable Taxes"). Promptly after the date on which payment of any Reimbursable Taxes is due pursuant to applicable law, the Companies will, at the request of the Administrative Agent, furnish to the Lenders evidence in form and substance satisfactory to the Lenders that the Companies have met their obligation under this subsection. (ii) The Companies will indemnify the Administrative Agent and the Lenders against, and reimburse the Administrative Agent and the Lenders on demand for, any Reimbursable Taxes paid by the Administrative Agent and the Lenders and any loss, liability, claim or expense, including interest, penalties and legal fees, that the Administrative Agent and the Lenders may incur at any time arising out of or in connection with the failure of the Companies to make any payment of Reimbursable Taxes when due. Any payment due under this subsection will be paid to the Administrative Agent within five days after demand therefor by the Administrative Agent. (iii) All payments on account of the principal of, and interest on, Eurodollar Rate Tranches and all other amounts payable by the Companies to the Lenders hereunder shall be made free and clear of and without reduction by reason of any Reimbursable Taxes. (iv) If the Companies are ever required to pay any Reimbursable Taxes with respect to any Eurodollar Rate Tranches, the Companies may elect, by giving to the Administrative Agent not less than three (3) Business Days' notice, to change the interest rate applicable to any such advance from the Eurodollar Rate plus the Applicable Eurodollar Rate Margin to the Base Rate plus the Applicable Base Rate Margin, but such election shall not diminish the Companies' obligation to pay all Reimbursable Taxes theretofore imposed, assessed, levied or collected. (g) If any applicable law or regulation, or the action of any applicable regulatory requirement increases the reserves or capital required for the CreditCredit Facility, the Administrative Agent shall promptly deliver a certificate to the Company specifying in reasonable detail the additional amount as will compensate the Lenders for the additional costs, which certificate shall be conclusive in the absence of manifest error. The Companies shall pay the amount specified in such certificate promptly upon receipt.