Common use of Increased Cost Clause in Contracts

Increased Cost. (a) If on or after (x) the date hereof, in the case of any Committed Loan or any obligation to make Committed Loans, or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (A) shall subject any Bank (or its Lending Office) to any tax, duty or other charge with respect to its Fixed Rate Loans, its Notes or its obligation to make Fixed Rate Loans, or shall change the basis of taxation of payments to any Bank (or its Lending Office) of the principal of or interest on its Fixed Rate Loans or any other amounts due under this Agreement in respect of its Fixed Rate Loans or its obligation to make Fixed Rate Loans (except for changes in the rate of tax on the overall net income of such Bank or its Lending Office imposed by the jurisdiction in which such Bank's principal executive office or Lending Office is located); or (B) shall impose, modify or deem applicable any reserve, special deposit, insurance assessment or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding (x) with respect to any CD Loan any such requirement included in an applicable Domestic Reserve Percentage or Assessment Rate and (y) with respect to any Euro- Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Bank's Lending Office or shall impose on any Bank (or its Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition affecting its Fixed Rate Loans, its Note or its obligation to make Fixed Rate Loans; and the result of any of the foregoing is to increase the cost to such Bank (or its Lending Office) of making or maintaining any Fixed Rate Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Lending Office) under this Agreement or under its Note with respect thereto, by an amount deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Administrative Agent), the Borrowers shall pay to or for the account of such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction with respect to its Fixed Rate Loans. Each Borrower shall be severally liable for its Article 8 Share of such amount. (b) If any Bank shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy of general applicability, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy of general applicability (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Bank (or its Parent) as a consequence of an undrawn Commitment hereunder to a level below that which such Bank (or its Parent) could have achieved but for such adoption, change or compliance (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time, within 15 days after demand by such Bank (with a copy to the Administrative Agent), the Borrowers shall pay to such Bank such additional amount or amounts as will compensate such Bank (or its Parent) for such reduction. Each Borrower shall be severally liable for its Article 8 Share of such amount. The Borrowers shall not be obligated to compensate any Bank pursuant to this subsection (b) for reduced return accruing prior to the date which is 30 days before such Bank requests compensation; provided that if any law, rule or regulation, or interpretation or administration thereof, or any request or directive giving rise to reduced returns has retroactive effect, such Bank shall be entitled to claim compensation hereunder for the period commencing on such date of retroactive effect through the date of adoption or change or promulgation thereof without regard to the foregoing limitation. If any Bank has demanded compensation under this subsection (b), the Borrowers shall have the right, with the assistance of the Administrative Agent, to seek a mutually satisfactory substitute bank or banks (which may be one or more of the Banks) to purchase the Note and assume the Commitment of such Bank; and (c) Each Bank will promptly notify each Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, that will entitle such Bank to compensation pursuant to this Section 8.03 and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section 8.03 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods.

Increased Cost. (a) If on or after (x) the date hereof, in the case of any Committed Loan or any obligation to make Committed Loans, or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agencyRegulatory Change: (Ai) shall subject any Bank Lender or the L/C Issuer (or its Applicable Lending Office) to any tax, duty or other charge with respect to its Fixed Rate Loansany Loan, its Notes Note or its obligation to make Fixed any Loan whose interest is determined by reference to a Relevant Rate Loansavailable to the Borrower or (as the case may be) issuing or participating in Letters of Credit, or shall change the basis of taxation of payments any amounts payable to any Bank such Lender (or its Applicable Lending Office) of the principal of or interest on its Fixed Rate Loans or any other amounts due under this Agreement or its Note in respect of its Fixed any Loan whose interest is determined by reference to a Relevant Rate Loans (other than franchise taxes or its obligation to make Fixed Rate Loans (except for changes in taxes imposed on or measured by the rate of tax on the overall net income of such Bank or its Lending Office imposed Lender by the jurisdiction in which such Bank's Lender is organized, has its principal executive office or such Applicable Lending Office or is locateddoing business); or; (Bii) shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance assessment charge or similar requirement (including, without limitation, any such requirement imposed by other than as set forth in Section 6.1(d)) utilized in the Board determination of Governors of the Federal Reserve System, but excluding (x) with respect a Relevant Rate relating to any CD Loan any such requirement included in an applicable Domestic Reserve Percentage extensions of credit or Assessment Rate and (y) with respect to any Euro- Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage) against other assets of, or any deposits with or for the account other liabilities or commitments of, such Lender or credit extended byL/C Issuer (or its Applicable Lending Office), any Bank's Lending Office or including the Commitment of such Lender hereunder; or (iii) shall impose on any Bank such Lender or L/C Issuer (or its Applicable Lending Office) or on ), the United States market for certificates of deposit or the London applicable interbank market any other condition affecting its Fixed Rate Loans, this Agreement or its Note or its obligation to make Fixed Rate Loansany of such extensions of credit or liabilities or commitments; CHAR1\1991350v2 and the result of any of the foregoing is to increase the cost to such Bank Lender (or its Applicable Lending Office) of making making, Converting into, Continuing or maintaining any Fixed Loan whose interest is determined by reference to a Relevant Rate Loan, or to reduce the amount of any sum received or receivable by such Bank Lender (or its Applicable Lending Office) under this Agreement or under its Note with respect theretoto any Loan whose interest is determined by reference to a Relevant Rate, by an amount deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to then the Administrative Agent), the Borrowers Borrower shall pay to or for the account of such Bank Lender on demand such additional amount or amounts as will compensate such Bank Lender for such increased cost or reduction with respect to its Fixed Rate Loansreduction. Each Borrower shall be severally liable for its Article 8 Share of such amount. (b) If any Bank shall have determined that, after Lender requests compensation by the date hereofBorrower under this Section 6.1(a), the adoption of any applicable lawBorrower may, rule or regulation regarding capital adequacy of general applicability, or any change in any by notice to such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy of general applicability (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Bank (or its Parent) as a consequence of an undrawn Commitment hereunder to a level below that which such Bank (or its Parent) could have achieved but for such adoption, change or compliance (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time, within 15 days after demand by such Bank Lender (with a copy to the Administrative Agent), suspend the Borrowers shall pay obligation of such Lender to make or maintain any Loan whose interest is determined by reference to the applicable Relevant Rate, or to Convert Base Rate Loans into Term SOFR Loans, until the event or condition giving rise to such Bank such additional amount or amounts as will compensate such Bank request ceases to be in effect (or its Parent) for such reduction. Each Borrower in which case the provisions of Section 6.4 shall be severally liable for its Article 8 Share of such amount. The Borrowers shall not be obligated to compensate any Bank pursuant to this subsection (b) for reduced return accruing prior to the date which is 30 days before such Bank requests compensationapplicable); provided that if any law, rule or regulation, or interpretation or administration thereof, or any request or directive giving rise to reduced returns has retroactive effect, such Bank suspension shall be entitled to claim compensation hereunder for not affect the period commencing on such date of retroactive effect through the date of adoption or change or promulgation thereof without regard to the foregoing limitation. If any Bank has demanded compensation under this subsection (b), the Borrowers shall have the right, with the assistance of the Administrative Agent, to seek a mutually satisfactory substitute bank or banks (which may be one or more of the Banks) to purchase the Note and assume the Commitment right of such Bank; and (c) Each Bank will promptly notify each Borrower and Lender to receive the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, that will entitle such Bank to compensation pursuant to this Section 8.03 and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section 8.03 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methodsso requested.

Increased Cost. (a) If on or after (x) the date hereof, in the case of any Committed Loan or any obligation to make Committed Loans, or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (A) shall subject any Bank (or its Lending Office) to any tax, duty or other charge with respect to its Fixed Rate Loans, its Notes or its obligation to make Fixed Rate Loans, or shall change the basis of taxation of payments to any Bank (or its Lending Office) of the principal of or interest on its Fixed Rate Loans or any other amounts due under this Agreement in respect of its Fixed Rate Loans or its obligation to make Fixed Rate Loans (except for changes in the rate of tax on the overall net income of such Bank or its Lending Office imposed by the jurisdiction in which such Bank's principal executive office or Lending Office is located); or (B) shall impose, modify or deem applicable any reserve, special deposit, insurance assessment or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding (x) with respect to any CD Loan any such requirement included in an applicable Domestic Reserve Percentage or Assessment Rate and (y) with respect to any Euro- Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Bank's Lending Office or shall impose on any Bank (or its Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition affecting its Fixed Rate Loans, its Note or its obligation to make Fixed Rate Loans; and the result of any of the foregoing is to increase the cost to such Bank (or its Lending Office) of making or maintaining any Fixed Rate Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Lending Office) under this Agreement or under its Note with respect thereto, by an amount deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Administrative Agent), the Borrowers shall pay to or for the account of such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction with respect to its Fixed Rate Loans. Each Borrower shall be severally liable for its Article 8 Share of such amount. (b) If any Bank shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy of general applicability, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy of general applicability (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Bank (or its Parent) as a consequence of an undrawn Commitment hereunder to a level below that which such Bank (or its Parent) could have achieved but for such adoption, change or compliance (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time, within 15 days after demand by such Bank (with a copy to the Administrative Agent), the Borrowers shall pay to such Bank such additional amount or amounts as will compensate such Bank (or its Parent) for such reduction. Each Borrower shall be severally liable for its Article 8 Share of such amount. The Borrowers shall not be obligated to compensate any Bank pursuant to this subsection (b) for reduced return accruing prior to the date which is 30 days before such Bank requests compensation; provided that if any law, rule or regulation, or interpretation or administration thereof, or any request or directive giving rise to reduced returns has retroactive effect, such Bank shall be entitled to claim compensation hereunder for the period commencing on such date of retroactive effect through the date of adoption or change or promulgation thereof without regard to the foregoing limitation. If any Bank has demanded compensation under this subsection (b), the Borrowers shall have the right, with the assistance of the Administrative Agent, to seek a mutually satisfactory substitute bank or banks (which may be one or more of the Banks) to purchase the Note and assume the Commitment of such Bank; and (c) Each Bank will promptly notify each Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, that will entitle such Bank to compensation pursuant to this Section 8.03 and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section 8.03 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods.

Increased Cost. (a) If on (i) Regulation D of the Board of Governors of the Federal Reserve System, as amended, or (ii) after (x) the date hereof, in the case of any Committed Loan or any obligation to make Committed Loans, or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulationtherein, or any change in the interpretation or administration thereof by any governmental or regulatory authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) Lender with any request or directive (whether or not having the force of law) of any such governmental or regulatory authority, central bank or comparable agency:agency (a "Regulatory Change"): (Ai) shall subject any Bank (or its Lending Office) such Lender to any tax, duty or other charge with respect to its Fixed Rate LIBOR Loans, its the Notes or its the obligation to make Fixed Rate LIBOR Loans, or shall change the basis of taxation of payments to any Bank (or its Lending Office) such Lender of the principal of or interest on its Fixed Rate LIBOR Loans or any other amounts due under this Agreement in respect of its Fixed Rate LIBOR Loans or its obligation to make Fixed Rate LIBOR Loans (except for taxes on or changes in the rate of tax on the overall net income of such Bank or its Lending Office imposed by the jurisdiction in which such Bank's principal executive office or Lending Office is locatedLender); or (Bii) shall impose, modify or deem applicable any reserve, special deposit, insurance assessment or similar requirement reserve (including, without limitation, any such requirement reserve imposed by the Board of Governors of the Federal Reserve System), but excluding (x) with respect to any CD Loan any such special deposit, capital or similar requirement included in an applicable Domestic Reserve Percentage or Assessment Rate and (y) with respect to any Euro- Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended or committed to be extended by, any Bank's Lending Office such Lender or shall impose on any Bank (shall, with respect to such Lender impose, modify or its Lending Office) or on the United States market for certificates of deposit or the London interbank market deem applicable any other condition affecting its Fixed Rate such Lender's LIBOR Loans, its Note the Notes or its such Lender's obligation to make Fixed Rate LIBOR Loans; and the result of any of the foregoing is to increase the cost to such Bank (or its Lending Officein the case of Regulation D, to impose a cost on or increase the cost to) such Lender of making or maintaining any Fixed Rate LIBOR Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Lending Office) Lender under this Agreement or under its Note any of the Notes with respect thereto, by an amount deemed by such Bank Lender to be material, thenand if such Lender is not otherwise fully compensated for such increase in cost or reduction in amount received or receivable by virtue of the inclusion of the reference to "LIBOR Reserve Percentage" in the calculation of the LIBOR Rate, within 15 days after demand then upon notice by such Bank (with a copy Lender to the Administrative Agent)Borrower, which notice shall set forth such Lender's supporting calculations and the details of the Regulatory Change, the Borrowers Borrower shall pay to or for the account of such Bank Lender, as additional interest, such additional amount or amounts as will compensate such Bank Lenders for such increased cost or reduction with respect to its Fixed Rate Loansreduction. Each Borrower shall be severally liable for its Article 8 Share of such amount. (b) If any Bank shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy of general applicability, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof The determination by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy of general applicability (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Bank (or its Parent) as a consequence of an undrawn Commitment hereunder to a level below that which such Bank (or its Parent) could have achieved but for such adoption, change or compliance (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time, within 15 days after demand by such Bank (with a copy to the Administrative Agent), the Borrowers shall pay to such Bank such additional amount or amounts as will compensate such Bank (or its Parent) for such reduction. Each Borrower shall be severally liable for its Article 8 Share of such amount. The Borrowers shall not be obligated to compensate any Bank pursuant to this subsection (b) for reduced return accruing prior to the date which is 30 days before such Bank requests compensation; provided that if any law, rule or regulation, or interpretation or administration thereof, or any request or directive giving rise to reduced returns has retroactive effect, such Bank shall be entitled to claim compensation hereunder for the period commencing on such date of retroactive effect through the date of adoption or change or promulgation thereof without regard to the foregoing limitation. If any Bank has demanded compensation under this subsection (b), the Borrowers shall have the right, with the assistance of the Administrative Agent, to seek a mutually satisfactory substitute bank or banks (which may be one or more of the Banks) to purchase the Note and assume the Commitment of such Bank; and (c) Each Bank will promptly notify each Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, that will entitle such Bank to compensation pursuant to this Section 8.03 and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation Lender under this Section 8.03 and setting forth of the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amountamount or amounts, such Bank the Lenders may use any reasonable averaging and attribution methods. (b) If any Lender demands compensation under this Section, the Borrower may at any time, upon at least one (1) Business Day's prior notice to such Lender, convert their then outstanding LIBOR Loans to Prime Loans in an equal principal amount. Interest accrued on such LIBOR Loan prior to such conversion shall be due and payable on the date of such conversion together with any funding losses and other amounts due under Section 3.5.

Increased Cost. (a) If on (i) Regulation D of the Board of Governors of the Federal Reserve System, as amended, or (ii) after (x) the date hereof, in the case of any Committed Loan or any obligation to make Committed Loans, or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulationtherein, or any change in the interpretation or administration thereof by any governmental or regulatory authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) Lender with any request or directive (whether or not having the force of law) of any such governmental or regulatory authority, central bank or comparable agency:agency (a "Regulatory Change"): (Ai) shall subject any Bank (or its Lending Office) such Lender to any tax, duty or other charge with respect to its Fixed Rate LIBOR Loans, its the Notes or its the obligation to make Fixed Rate LIBOR Loans, or shall change the basis of taxation of payments to any Bank (or its Lending Office) such Lender of the principal of or interest on its Fixed Rate LIBOR Loans or any other amounts due under this Agreement in respect of its Fixed Rate LIBOR Loans or its obligation to make Fixed Rate LIBOR Loans (except for taxes on or changes in the rate of tax on the overall net income of such Bank or its Lending Office imposed by the jurisdiction in which such Bank's principal executive office or Lending Office is locatedLender); or (Bii) shall impose, modify or deem applicable any reserve, special deposit, insurance assessment or similar requirement reserve (including, without limitation, any such requirement reserve imposed by the Board of Governors of the Federal Reserve System), but excluding (x) with respect to any CD Loan any such special deposit, capital or similar requirement included in an applicable Domestic Reserve Percentage or Assessment Rate and (y) with respect to any Euro- Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended or committed to be extended by, any Bank's Lending Office such Lender or shall impose on any Bank (shall, with respect to such Lender impose, modify or its Lending Office) or on the United States market for certificates of deposit or the London interbank market deem applicable any other condition affecting its Fixed Rate such Lender's LIBOR Loans, its Note the Notes or its such Lender's obligation to make Fixed Rate LIBOR Loans; and the result of any of the foregoing is to increase the cost to such Bank (or its Lending Officein the case of Regulation D, to impose a cost on or increase the cost to) such Lender of making or maintaining any Fixed Rate LIBOR Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Lending Office) Lender under this Agreement or under its Note any of the Notes with respect thereto, by an amount deemed by such Bank Lender to be material, thenand if such Lender is not otherwise fully compensated for such increase in cost or reduction in amount received or receivable by virtue of the inclusion of the reference to "LIBOR Reserve Percentage" in the calculation of the LIBOR Rate, within 15 days after demand then upon notice by such Bank (with a copy Lender to the Administrative Agent)Borrower, which notice shall set forth such Lender's supporting calculations and the details of the Regulatory Change, the Borrowers Borrower shall pay to or for the account of such Bank Lender, as additional interest, such additional amount or amounts as will compensate such Bank Lenders for such increased cost or reduction with respect to its Fixed Rate Loansreduction. Each Borrower shall be severally liable for its Article 8 Share of such amount. (b) If any Bank shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy of general applicability, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof The determination by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy of general applicability (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Bank (or its Parent) as a consequence of an undrawn Commitment hereunder to a level below that which such Bank (or its Parent) could have achieved but for such adoption, change or compliance (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time, within 15 days after demand by such Bank (with a copy to the Administrative Agent), the Borrowers shall pay to such Bank such additional amount or amounts as will compensate such Bank (or its Parent) for such reduction. Each Borrower shall be severally liable for its Article 8 Share of such amount. The Borrowers shall not be obligated to compensate any Bank pursuant to this subsection (b) for reduced return accruing prior to the date which is 30 days before such Bank requests compensation; provided that if any law, rule or regulation, or interpretation or administration thereof, or any request or directive giving rise to reduced returns has retroactive effect, such Bank shall be entitled to claim compensation hereunder for the period commencing on such date of retroactive effect through the date of adoption or change or promulgation thereof without regard to the foregoing limitation. If any Bank has demanded compensation under this subsection (b), the Borrowers shall have the right, with the assistance of the Administrative Agent, to seek a mutually satisfactory substitute bank or banks (which may be one or more of the Banks) to purchase the Note and assume the Commitment of such Bank; and (c) Each Bank will promptly notify each Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, that will entitle such Bank to compensation pursuant to this Section 8.03 and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation Lender under this Section 8.03 and setting forth of the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amountamount or amounts, such Bank the Lenders may use any reasonable averaging and attribution methods. (b) If any Lender demands compensation under this Section, the Borrower may at any time, upon at least one (1) Business Day's prior notice to such Lender, convert their then outstanding LIBOR Loans to Base Rate Loans in an equal principal amount. Interest accrued on such LIBOR Loan prior to such conversion shall be due and payable on the date of such conversion together with any funding losses and other amounts due under Section 3.6.

Increased Cost. (a) If on or after (x) the date hereof, in the case of any Committed Loan or any obligation to make Committed Loans, or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (A) shall subject any Bank (or its Lending Office) to any tax, duty or other charge with respect to its Fixed Rate Loans, its Notes or its obligation to make Fixed Rate Loans, or shall change the basis of taxation of payments to any Bank (or its Lending Office) of the principal of or interest on its Fixed Rate Loans or any other amounts due under this Agreement in respect of its Fixed Rate Loans or its obligation to make Fixed Rate Loans (except for changes in the rate of tax on the overall net income of such Bank or its Lending Office imposed by the jurisdiction in which such Bank's principal executive office or Lending Office is located); or (B) shall impose, modify or deem applicable any reserve, special deposit, insurance assessment or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding (xA) with respect to any CD Loan any such requirement included in an applicable Domestic Reserve Percentage or Assessment Rate and (yB) with respect to any Euro- Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Bank's Lending Office or shall impose on any Bank (or its Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition affecting its Fixed Rate Loans, its Note or its obligation to make Fixed Rate Loans; and the result of any of the foregoing is to increase the cost to such Bank (or its Lending Office) of making or maintaining any Fixed Rate Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Lending Office) under this Agreement or under its Note with respect thereto, by an amount deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Administrative Agent), the Borrowers shall pay to or for the account of such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction with respect to its Fixed Rate Loans. Each Borrower shall be severally liable for its Article 8 Share of such amount. (b) If any Bank shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy of general applicability, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy of general applicability (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Bank (or its Parent) as a consequence of an undrawn Commitment hereunder to a level below that which such Bank (or its Parent) could have achieved but for such adoption, change or compliance (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time, within 15 days after demand by such Bank (with a copy to the Administrative Agent), the Borrowers shall pay to such Bank such additional amount or amounts as will compensate such Bank (or its Parent) for such reduction. Each Borrower shall be severally liable for its Article 8 Share of such amount. The Borrowers shall not be obligated to compensate any Bank pursuant to this subsection (b) for reduced return accruing prior to the date which is 30 days before such Bank requests compensation; provided that if any law, rule or regulation, or interpretation or administration thereof, or any request or directive giving rise to reduced returns has retroactive effect, such Bank shall be entitled to claim compensation hereunder for the period commencing on such date of retroactive effect through the date of adoption or change or promulgation thereof without regard to the foregoing limitation. If any Bank has demanded compensation under this subsection (b), the Borrowers shall have the right, with the assistance of the Administrative Agent, to seek a mutually satisfactory substitute bank or banks (which may be one or more of the Banks) to purchase the Note and assume the Commitment of such Bank; and (c) Each Bank will promptly notify each Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, that will entitle such Bank to compensation pursuant to this Section 8.03 and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section 8.03 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods.56

Increased Cost. (a) If If, on or after (x) the -------------- date hereof, in the case of any Committed Syndicated Loan or Letter of Credit or any obligation to make Committed LoansSyndicated Loans or issue, amend, renew or extend Letters of Credit, or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, or (z) the date that the applicable Bank agrees to make a Negotiated Rate Loan, in the case of any Negotiated Rate Loan, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulationtherein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) or any Issuing Bank with any request or directive (whether or not having the force of law) of any such governmental authority, central bank or comparable agency: (Ai) shall subject any Bank (or its Lending Office) to any tax, duty or other charge with respect to its Fixed Rate Loans, its Notes Loans or its obligation to make Fixed Rate Loans, or shall change the basis of taxation of payments to any Bank (or its Lending Office) of the principal of or interest on its Fixed Rate Loans or any other amounts due under this Agreement in respect of its Fixed Rate Loans or its obligation to make Fixed Rate Loans (except for changes in the rate of tax on the overall net income of such Bank or its Lending Office imposed by the jurisdiction in which such Bank's principal executive office or Lending Office Office, as the case may be, is located); or; (Bii) shall impose, modify or deem applicable any reserve, special deposit, deposit insurance assessment (excluding with respect to any CD Loan any such assessment included in an applicable Assessment Rate) or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding (xA) with respect to any CD Loan Loan, any such requirement included in an applicable Domestic CD Reserve Percentage or Assessment Rate Percentage, and (yB) with respect to any Euro- Euro-Dollar Loan Loan, any such requirement included in an applicable Euro-Dollar Reserve Percentage, and (C) any requirement for which such Bank is entitled to compensation under subsection (b) of this Section) against assets of, deposits with or for the account of, or credit extended by, any Bank's Bank or its Lending Office or shall impose on any Bank (or its Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition affecting its Fixed Rate Loans, its Note Loans or its obligation to make Fixed Rate Loans; or (iii) shall impose, modify or deem applicable any tax, reserve, special deposit, deposit insurance assessment or similar requirement against or with respect to or measured by reference to Letters of Credit issued or to be issued hereunder; and the result of any of the foregoing is to increase the cost to such Bank (or its Lending Office) of making or maintaining any Fixed Rate Loan, or to increase the cost to such Bank or such Issuing Bank of participating in, issuing or maintaining any Letter of Credit, or to reduce the amount of any sum received or receivable by such Bank (or its Lending Office) or such Issuing Bank under this Agreement or under its Note with respect thereto, by an amount deemed by such Bank or such Issuing Bank to be material, then, within 15 days after demand by such Bank or such Issuing Bank to the Company (with a copy to the Administrative Agent), the applicable Borrower or Borrowers shall pay to or for the account of such Bank or such Issuing Bank, as additional interest, such additional amount or amounts as will compensate such Bank or such Issuing Bank for such increased cost or reduction; provided that if such -------- Bank or such Issuing Bank fails to notify the Company that it intends to claim or may claim compensation for such increased cost or reduction with respect to its Fixed Rate Loans. Each within 45 days after such Bank or such Issuing Bank has knowledge of such increased cost or reduction, the applicable Borrower shall not be severally liable obligated to compensate such Bank or such Issuing Bank for its Article 8 Share of such amountincreased cost or reduction accruing prior to the date on which such Bank or such Issuing Bank first notifies the Company that it intends to claim such compensation. In determining such additional amount or amounts, such Bank or such Issuing Bank may use any reasonable averaging and attribution methods. (b) If any Bank shall have determined thatIf, after the date hereof, the Administrative Agent, any Bank or any Issuing Bank shall have determined that the adoption of any applicable law, rule or regulation regarding capital adequacy of general applicabilityadequacy, or any change in any such law, rule or regulationtherein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereofthereof (including a change resulting from a determination of a court or regulatory authority), or compliance by the Administrative Agent, any Bank or any Issuing Bank (or its Lending OfficeOffice or holding company) with any request or directive regarding capital adequacy of general applicability (whether or not having the force of law) of any such governmental authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Administrative Agent's, such Bank's or such Issuing Bank's capital (or the capital of such Bank (or its Parentholding company) as a consequence of an undrawn Commitment its obligations hereunder to a level below that which the Administrative Agent, such Bank (or such Issuing Bank or its Parent) holding company could have achieved but for such adoption, change or compliance (taking into consideration its the Administrative Agent's, such Bank's or such Issuing Bank's, as the case may be, policies with respect to capital adequacy) by an amount deemed by the Administrative Agent, such Bank or such Issuing Bank to be material, then from time to time, within 15 days after demand by the Administrative Agent or such Bank or such Issuing Bank (with a copy to the Administrative Agent), the Borrowers Company shall pay to the Administrative Agent, such Bank or such Issuing Bank, as the case may be, such additional amount or amounts as will compensate the Administrative Agent, such Bank (or such Issuing Bank or its Parent) holding company for such reduction. Each Borrower shall be severally liable for its Article 8 Share of such amount. The Borrowers shall not be obligated to compensate In determining any Bank pursuant to this subsection (b) for reduced return accruing prior to the date which is 30 days before such Bank requests compensation; provided that if any law, rule additional amount or regulation, or interpretation or administration thereof, or any request or directive giving rise to reduced returns has retroactive effect, such Bank shall be entitled to claim compensation hereunder for the period commencing on such date of retroactive effect through the date of adoption or change or promulgation thereof without regard to the foregoing limitation. If any Bank has demanded compensation amounts payable under this subsection (b), the Borrowers shall have the right, with the assistance of the Administrative Agent, such Bank or such Issuing Bank may use any reasonable averaging and attribution methods; provided that if after the date hereof, -------- pursuant to seek a mutually satisfactory substitute any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in interpretation or administration thereof by any governmental authority, central bank or banks (which may comparable agency charged with the interpretation or administration thereof, the credit quality of a bank's loans, investments or commitments is required or permitted to be one or more taken into account in determining capital adequacy, then such averaging and attribution methods shall include a consideration of the Banks) credit quality of the Loans and Letters of Credit relative to purchase the Note and assume the Commitment credit quality of such Bank; and's or such Issuing Bank's other loans, investments or commitments, as the case may be. (c) Each The Administrative Agent, each relevant Bank or each relevant Issuing Bank, as the case may be, will promptly notify each Borrower the Company and the Administrative Agent of any event of which it has knowledge, knowledge occurring after the date hereof, that hereof which will entitle the Administrative Agent, such Bank or such Issuing Bank to compensation pursuant to this Section 8.03 and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of the Administrative Agent or such Bank or Issuing Bank, as the case may be, be otherwise disadvantageous to the Administrative Agent, such Bank or such Issuing Bank. A certificate of the Administrative Agent, any Bank or any Issuing Bank claiming compensation under this Section 8.03 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining . (d) Each Bank and each Issuing Bank agrees that if, after such amountBank or such Issuing Bank has made a demand for compensation pursuant to this Section, the circumstances giving rise to such demand no longer exist, such Bank may use any reasonable averaging and attribution methodsor such Issuing Bank shall notify the Administrative Agent of such fact. In the event that the Administrative Agent shall receive notice from a Bank or an Issuing Bank pursuant to the preceding sentence of this Section, the Administrative Agent shall notify the Company thereof.

Increased Cost. (a) If If, on or after (x) the -------------- date hereof, in the case of any Committed Syndicated Loan or Letter of Credit or any obligation to make Committed LoansSyndicated Loans or issue, amend, renew or extend Letters of Credit, or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, or (z) the date that the applicable Bank agrees to make a Negotiated Rate Loan, in the case of any Negotiated Rate Loan, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulationtherein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) or any Issuing Bank with any request or directive (whether or not having the force of law) of any such governmental authority, central bank or comparable agency: (Ai) shall subject any Bank (or its Lending Office) to any tax, duty or other charge with respect to its Fixed Rate Loans, its Notes Loans or its obligation to make Fixed Rate Loans, or shall change the basis of taxation of payments to any Bank (or its Lending Office) of the principal of or interest on its Fixed Rate Loans or any other amounts due under this Agreement in respect of its Fixed Rate Loans or its obligation to make Fixed Rate Loans (except for changes in the rate of tax on the overall net income of such Bank or its Lending Office imposed by the jurisdiction in which such Bank's principal executive office or Lending Office Office, as the case may be, is located); or; (Bii) shall impose, modify or deem applicable any reserve, special deposit, deposit insurance assessment (excluding with respect to any CD Loan any such assessment included in an applicable Assessment Rate) or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding (xA) with respect to any CD Loan Loan, any such requirement included in an applicable Domestic CD Reserve Percentage or Assessment Rate Percentage, and (yB) with respect to any Euro- Euro-Dollar Loan Loan, any such requirement included in an applicable Euro-Dollar Reserve Percentage, and (C) any requirement for which such Bank is entitled to compensation under subsection (b) of this Section) against assets of, deposits with or for the account of, or credit extended by, any Bank's Bank or its Lending Office or shall impose on any Bank (or its Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition affecting its Fixed Rate Loans, its Note Loans or its obligation to make Fixed Rate Loans; or (iii) shall impose, modify or deem applicable any tax, reserve, special deposit, deposit insurance assessment or similar requirement against or with respect to or measured by reference to Letters of Credit issued or to be issued hereunder; and the result of any of the foregoing is to increase the cost to such Bank (or its Lending Office) of making or maintaining any Fixed Rate Loan, or to increase the cost to such Bank or such Issuing Bank of participating in, issuing or maintaining any Letter of Credit, or to reduce the amount of any sum received or receivable by such Bank (or its Lending Office) or such Issuing Bank under this Agreement or under its Note with respect thereto, by an amount deemed by such Bank or such Issuing Bank to be material, then, within 15 days after demand by such Bank or such Issuing Bank to the Company (with a copy to the Administrative Agent), the applicable Borrower or Borrowers shall pay to or for the account of such Bank or such Issuing Bank, as additional interest, such additional amount or amounts as will compensate such Bank or such Issuing Bank for such increased cost or reduction; provided that if such Bank or -------- such Issuing Bank fails to notify the Company that it intends to claim or may claim compensation for such increased cost or reduction with respect to its Fixed Rate Loans. Each within 45 days after such Bank or such Issuing Bank has knowledge of such increased cost or reduction, the applicable Borrower shall not be severally liable obligated to compensate such Bank or such Issuing Bank for its Article 8 Share of such amountincreased cost or reduction accruing prior to the date on which such Bank or such Issuing Bank first notifies the Company that it intends to claim such compensation. In determining such additional amount or amounts, such Bank or such Issuing Bank may use any reasonable averaging and attribution methods. (b) If any Bank shall have determined thatIf, after the date hereof, the Administrative Agent, any Bank or any Issuing Bank shall have determined that the adoption of any applicable law, rule or regulation regarding capital adequacy of general applicabilityadequacy, or any change in any such law, rule or regulationtherein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereofthereof (including a change resulting from a determination of a court or regulatory authority), or compliance by the Administrative Agent, any Bank or any Issuing Bank (or its Lending OfficeOffice or holding company) with any request or directive regarding capital adequacy of general applicability (whether or not having the force of law) of any such governmental authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Administrative Agent's, such Bank's or such Issuing Bank's capital (or the capital of such Bank (or its Parentholding company) as a consequence of an undrawn Commitment its obligations hereunder to a level below that which the Administrative Agent, such Bank (or such Issuing Bank or its Parent) holding company could have achieved but for such adoption, change or compliance (taking into consideration its the Administrative Agent's, such Bank's or such Issuing Bank's, as the case may be, policies with respect to capital adequacy) by an amount deemed by the Administrative Agent, such Bank or such Issuing Bank to be material, then from time to time, within 15 days after demand by the Administrative Agent or such Bank or such Issuing Bank (with a copy to the Administrative Agent), the Borrowers Company shall pay to the Administrative Agent, such Bank or such Issuing Bank, as the case may be, such additional amount or amounts as will compensate the Administrative Agent, such Bank (or such Issuing Bank or its Parent) holding company for such reduction. Each Borrower shall be severally liable for its Article 8 Share of such amount. The Borrowers shall not be obligated to compensate In determining any Bank pursuant to this subsection (b) for reduced return accruing prior to the date which is 30 days before such Bank requests compensation; provided that if any law, rule additional amount or regulation, or interpretation or administration thereof, or any request or directive giving rise to reduced returns has retroactive effect, such Bank shall be entitled to claim compensation hereunder for the period commencing on such date of retroactive effect through the date of adoption or change or promulgation thereof without regard to the foregoing limitation. If any Bank has demanded compensation amounts payable under this subsection (b), the Borrowers shall have the right, with the assistance of the Administrative Agent, such Bank or such Issuing Bank may use any reasonable averaging and attribution methods; provided that if after the date hereof, -------- pursuant to seek a mutually satisfactory substitute any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in interpretation or administration thereof by any governmental authority, central bank or banks (which may comparable agency charged with the interpretation or administration thereof, the credit quality of a bank's loans, investments or commitments is required or permitted to be one or more taken into account in determining capital adequacy, then such averaging and attribution methods shall include a consideration of the Banks) credit quality of the Loans and Letters of Credit relative to purchase the Note and assume the Commitment credit quality of such Bank; and's or such Issuing Bank's other loans, investments or commitments, as the case may be. (c) Each The Administrative Agent, each relevant Bank or each relevant Issuing Bank, as the case may be, will promptly notify each Borrower the Company and the Administrative Agent of any event of which it has knowledge, knowledge occurring after the date hereof, that hereof which will entitle the Administrative Agent, such Bank or such Issuing Bank to compensation pursuant to this Section 8.03 and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of the Administrative Agent or such Bank or Issuing Bank, as the case may be, be otherwise disadvantageous to the Administrative Agent, such Bank or such Issuing Bank. A certificate of the Administrative Agent, any Bank or any Issuing Bank claiming compensation under this Section 8.03 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining . (d) Each Bank and each Issuing Bank agrees that if, after such amountBank or such Issuing Bank has made a demand for compensation pursuant to this Section, the circumstances giving rise to such demand no longer exist, such Bank may use any reasonable averaging and attribution methodsor such Issuing Bank shall notify the Administrative Agent of such fact. In the event that the Administrative Agent shall receive notice from a Bank or an Issuing Bank pursuant to the preceding sentence of this Section, the Administrative Agent shall notify the Company thereof.

Increased Cost. (a) If If, on or after (x) the date -------------- hereof, in the case of any Committed Syndicated Loan or any obligation to make Committed Syndicated Loans, or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, or (z) the date that the applicable Bank agrees to make a Negotiated Rate Loan, in the case of any Negotiated Rate Loan, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulationtherein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any such governmental authority, central bank or comparable agency: (Ai) shall subject any Bank (or its Lending Office) to any tax, duty or other charge with respect to its Fixed Rate Loans, its Notes Loans or its obligation to make Fixed Rate Loans, or shall change the basis of taxation of payments to any Bank (or its Lending Office) of the principal of or interest on its Fixed Rate Loans or any other amounts due under this Agreement in respect of its Fixed Rate Loans or its obligation to make Fixed Rate Loans (except for changes in the rate of tax on the overall net income of such Bank or its Lending Office imposed by the jurisdiction in which such Bank's principal executive office or Lending Office Office, as the case may be, is located); or (Bii) shall impose, modify or deem applicable any reserve, special deposit, deposit insurance assessment (excluding with respect to any CD Loan any such assessment included in an applicable Assessment Rate) or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding (xA) with respect to any CD Loan Loan, any such requirement included in an applicable Domestic CD Reserve Percentage or Assessment Rate Percentage, and (yB) with respect to any Euro- Euro-Dollar Loan Loan, any such requirement included in an applicable Euro-Dollar Reserve Percentage, and (C) any requirement for which such Bank is entitled to compensation under subsection (b) of this Section) against assets of, deposits with or for the account of, or credit extended by, any Bank's Bank or its Lending Office or shall impose on any Bank (or its Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition affecting its Fixed Rate Loans, its Note Loans or its obligation to make Fixed Rate Loans; and the result of any of the foregoing is to increase the cost to such Bank (or its Lending Office) of making or maintaining any Fixed Rate Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Lending Office) under this Agreement or under its Note with respect thereto, by an amount deemed by such Bank to be material, then, within 15 days after demand by such Bank to the Company (with a copy to the Administrative Agent), the applicable Borrower or Borrowers shall pay to or for the account of such Bank Bank, as additional interest, such additional amount or amounts as will compensate such Bank for such increased cost or reduction; provided that if such Bank fails to notify -------- the Company that it intends to claim or may claim compensation for such increased cost or reduction with respect to its Fixed Rate Loans. Each within 45 days after such Bank has knowledge of such increased cost or reduction, the applicable Borrower shall not be severally liable obligated to compensate such Bank for its Article 8 Share of such amountincreased cost or reduction accruing prior to the date on which such Bank first notifies the Company that it intends to claim such compensation. In determining such additional amount or amounts, such Bank may use any reasonable averaging and attribution methods. (b) If any Bank shall have determined thatIf, after the date hereof, the Administrative Agent or any Bank shall have determined that the adoption of any applicable law, rule or regulation regarding capital adequacy of general applicabilityadequacy, or any change in any such law, rule or regulationtherein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereofthereof (including a change resulting from a determination of a court or regulatory authority), or compliance by the Administrative Agent or any Bank (or its Lending OfficeOffice or holding company) with any request or directive regarding capital adequacy of general applicability (whether or not having the force of law) of any such governmental authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Administrative Agent's or such Bank's capital (or the capital of such Bank (or its Parentholding company) as a consequence of an undrawn Commitment its obligations hereunder to a level below that which the Administrative Agent or such Bank (or its Parent) holding company could have achieved but for such adoption, change or compliance (taking into consideration its the Administrative Agent's or such Bank's, as the case may be, policies with respect to capital adequacy) by an amount deemed by the Administrative Agent or such Bank to be material, then from time to time, within 15 days after demand by the Administrative Agent or such Bank (with a copy to the Administrative Agent), the Borrowers Company shall pay to the Administrative Agent or such Bank Bank, as the case may be, such additional amount or amounts as will compensate the Administrative Agent or such Bank (or its Parent) holding company for such reduction. Each Borrower shall be severally liable for its Article 8 Share of such amount. The Borrowers shall not be obligated to compensate In determining any Bank pursuant to this subsection (b) for reduced return accruing prior to the date which is 30 days before such Bank requests compensation; provided that if any law, rule additional amount or regulation, or interpretation or administration thereof, or any request or directive giving rise to reduced returns has retroactive effect, such Bank shall be entitled to claim compensation hereunder for the period commencing on such date of retroactive effect through the date of adoption or change or promulgation thereof without regard to the foregoing limitation. If any Bank has demanded compensation amounts payable under this subsection (b), the Borrowers shall have Administrative Agent or such Bank may use any reasonable averaging and attribution methods; provided that if after the rightdate hereof, pursuant to any -------- applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the assistance interpretation or administration thereof, the credit quality of a bank's loans, investments or commitments is required or permitted to be taken into account in determining capital adequacy, then such averaging and attribution methods shall include a consideration of the Administrative Agent, to seek a mutually satisfactory substitute bank or banks (which may be one or more credit quality of the Banks) Loans relative to purchase the Note and assume the Commitment credit quality of such Bank; and's other loans, investments or commitments, as the case may be. (c) Each Bank The Administrative Agent or each relevant Bank, as the case may be, will promptly notify each Borrower the Company and the Administrative Agent of any event of which it has knowledge, knowledge occurring after the date hereof, that hereof which will entitle the Administrative Agent or such Bank to compensation pursuant to this Section 8.03 and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of the Administrative Agent or such Bank, be otherwise disadvantageous to the Administrative Agent or such Bank. A certificate of the Administrative Agent or any Bank claiming compensation under this Section 8.03 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining . (d) Each Bank agrees that if, after such amountBank has made a demand for compensation pursuant to this Section, the circumstances giving rise to such demand no longer exist, such Bank may use any reasonable averaging and attribution methodsshall notify the Administrative Agent of such fact. In the event that the Administrative Agent shall receive notice from a Bank pursuant to the preceding sentence of this Section, the Administrative Agent shall notify the Company thereof.