Common use of Increased Costs and Capital Adequacy Clause in Contracts

Increased Costs and Capital Adequacy. (a) If any change in any law, regulation, order, decree, treaty, directive or bulletin or in the interpretation or application thereof after the date hereof by any court or administrative or governmental authority charged with the administration thereof, or if the Agent's or any Bank's or Bank Affiliate's compliance with any request or directive (whether or not having the force of law) from any central bank or monetary authority or other governmental authority, agency or instrumentality enacted or adopted after the date hereof, shall in any such case: (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against any credit extended by the Banks or any Bank Affiliate under this Agreement; or (ii) impose on the Banks or any Bank Affiliate or their parent bank holding companies any other condition regarding this Agreement, and the result of any event referred to in the preceding clause (i) or (ii) above shall be to increase the cost to the Banks or any Bank Affiliate or such holding company of issuing, funding or maintaining the Loans or Letters of Credit (which increase in cost shall be determined by the Banks' reasonable allocation of the aggregate of such cost increases resulting from such event), then, upon written request by the Agent (a "Request"), the Company shall pay to the Agent from time to time as specified by the Agent, additional amounts which shall be sufficient to compensate the Banks for such increased cost from the date of such change. The Request shall include a certificate as to such increased cost incurred as a result of any event mentioned in clause (i) or (ii) above prepared in reasonable detail (which shall include the method employed by a Bank in determining the allocation of such costs to the Company) and otherwise in accordance with this subsection (a), submitted by the Agent, shall be conclusive evidence, absent manifest error, as to the amount thereof. Each Bank shall notify the Agent in writing of any demand hereunder, which notice shall include the aforementioned certificate. (i) In addition to the foregoing, if any change in any domestic or foreign law, regulation, order, decree, treaty, directive or bulletin or in the interpretation or application thereof after the date hereof by any court or administrative or governmental authority charged with the administration thereof, or if the Agent's or any Banks' or Bank Affiliate's compliance with any request or directive (whether or not having the force of law) from any central bank or monetary authority or other governmental authority, agency or instrumentality enacted or adopted after the date hereof, shall in any such case: (A) subject the Agent and/or any Bank or Bank Affiliate to any new or additional tax or change in any tax with respect to the Notes, the Line of Credit or any Letter of Credit, or change the basis of taxation of payments to the Agent and/or any Bank or Bank Affiliate of principal, commitment fee, interest, premium, or any other amount payable under the Notes; or (B) impose, modify or hold applicable or change any reserve (including, without limitation, basic, supplemental, marginal and emergency reserves) on an industry-wide special deposit, capital adequacy, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or other credit extended by, or any other acquisition of funds for loans by (including, without limitation, all Eurocurrency funding by all "Eurocurrency liabilities" as defined in Regulation D of the Board of Governors of the Federal Reserve System, as amended) any office of the Agent and/or any Bank or Bank Affiliate; or (C) impose on the Agent and/or any Bank or Bank Affiliate any other condition or change therein; and the result of any of the foregoing is to increase the cost to the Agent and/or any Bank or Bank Affiliate of making, renewing or maintaining advances or extensions of credit or to reduce any amount receivable thereon then, in any such case, the Company shall promptly pay the Agent, upon a Request, such amounts as will compensate the Agent and/or any Bank or Bank Affiliate for such additional cost or reduced amount receivable. Upon the failure of the Company to compensate the Agent and/or the Bank or the Bank Affiliate for the amounts set forth herein within ten (10) Business Days of a Request, then, at the Agent's option, the obligation of the Banks or any Bank Affiliates to make, convert and maintain advances hereunder as loans under which the Interest Rate is the LIBOR Rate, and the right of the Company to elect that the Interest Rate be the LIBOR Rate, shall forthwith be unavailable and the Interest Rate hereunder shall be automatically converted to the Prime Rate. (ii) If the Agent and/or any Bank or Bank Affiliate becomes entitled to claim any additional amounts payable pursuant to this subsection (b), the Agent shall promptly submit to the Company a Request with respect to such entitlement. A certificate as to any additional amounts payable pursuant to the foregoing submitted by the Agent (and signed by an authorized officer of the Agent) to the Company shall, absent manifest error, be conclusive. Each Bank shall notify the Agent in writing of any demand hereunder, which notice shall include the aforementioned certificate. (iii) If a Request is given, the Company shall have the option, exercisable by notice to the Agent given within five (5) Business Days' after the Company's receipt of such notice, to convert the Interest Rate to the LIBOR Rate, or the Prime Rate, as applicable; provided, however, that if the Company makes such election, or if the Interest Rate is converted to another Interest Rate pursuant to this subsection (b), the Company shall pay any Breakage Costs incurred in making any such conversion to the Agent promptly, upon demand, for its account and/or the account of any such Bank or Bank Affiliate. The Agent shall certify such costs to the Company, which certification may be based on certifications submitted to the Agent, and such certification shall be binding absent manifest error. (c) If any Bank shall have determined that (i) the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", (ii) the adoption after the date hereof of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or (iii) any change in the interpretation or administration thereof, or compliance by the Banks or any of their parent bank holding companies with any requirement or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, except any such adoption or change or any such compliance with a request or directive which applies or has been applied solely to the Banks or any of their parent bank holding companies by reason of events or conditions relating solely to the Banks, has the effect of reducing the rate of return on the Banks or any of their parent bank holding companies capital as a consequence of its commitment hereunder or to a level below that which the Banks or such holding companies could have achieved but for such adoption, change or compliance by an amount deemed by the Banks to be material (for which reduction of the rate of return shall be determined by the Banks' or any such holding company's reasonable allocation of such reduction of the rate of return resulting from such event) then, upon the submission of a Request by the Agent, the Company shall pay to the Agent, from time to time as specified by the Agent, such additional amount or amounts which shall be sufficient to compensate the affected Bank(s) for such reduction. A certificate as to such increased cost incurred by a Bank as a result of any event mentioned in this subsection (c), prepared in reasonable detail (which shall include the method employed by such Bank in determining the allocation of such costs to the Company) and otherwise in accordance with this subsection (c) submitted by the Agent to the Company, shall be conclusive evidence, absent manifest error, as to the amount thereof. Each Bank shall notify the Agent in writing of any Request hereunder, which notice shall include the aforementioned certificate. (d) Except as otherwise specifically provided in this Section, amounts payable by the Company pursuant to this Section shall be payable within ten (10) Business Days of receipt by the Company of a Request. (e) Any certificate relating to a Request shall provide reasonable supporting documentation relative to the calculation of any amounts set forth thereon. (f) Notwithstanding any provision of this Section 2.5.6. to the contrary, prior to giving any Request, the Agent or the Bank providing such Request shall first use its best efforts (which shall not require additional costs or administrative burdens on the Agent or the Bank) to take such steps (including, without limitation, changing its head office or Eurodollar Office) as would eliminate or reduce any cost or expense to be borne by the Company under this Section 2.5.6. (g) In lieu of paying any Request, the Company shall have the right, within thirty (30) Business Days of the delivery of such Request, to terminate the Commitments by prepaying the entire principal amount due and payable under this Agreement, the Notes and the Other Documents in accordance with Section 2.5.8. hereof. In such an event, the Company shall have no liability to pay any Request.

Increased Costs and Capital Adequacy. (a) If any change in any law, regulation, order, decree, treaty, law or regulation or directive or bulletin or in the interpretation or application thereof after the date hereof by any court or administrative or governmental authority charged with the administration thereof, or if the Agent's or any Bank's or Bank Affiliate's compliance with any request or directive (whether or not having the force of law) from any central bank or monetary authority or other governmental authority, agency or instrumentality enacted or adopted after the date hereof, thereof shall in any such case: either (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against any credit extended by the Banks or any Bank Affiliate under this Agreement; or , or (ii) impose on the Banks or any Bank Affiliate or their parent bank holding companies any other condition regarding this Agreement, Agreement and the result of any event referred to in the preceding clause (i) or (ii) above shall be to increase the cost to the Banks or any Bank Affiliate or such holding company of issuing, funding or maintaining the Loans or Letters of Credit Term Loan (which increase in cost shall be determined by the Banks' Bank's reasonable allocation of the aggregate of such cost increases resulting from such event), then, upon within three (3) business days of written request demand by the Agent (a "Request")Bank, the Company Borrower shall pay to the Agent Bank from time to time as specified by the AgentBank, additional amounts which shall be sufficient to compensate the Banks Bank for such increased cost from the date of such change. The Request shall include a A certificate as to such increased cost incurred by the Bank as a result of any event mentioned in clause (i) or (ii) above prepared in reasonable detail (which shall include the method employed by a Bank in determining the allocation of such costs to the Company) and otherwise in accordance with this subsection (a)Section, submitted by the AgentBank to Borrower, shall be conclusive evidence, absent manifest error, as to the amount thereof. Each (b) If, after the Closing Date, Bank shall notify the Agent in writing of any demand hereunder, which notice shall include the aforementioned certificate. (i) In addition to the foregoing, if any change in any domestic or foreign law, regulation, order, decree, treaty, directive or bulletin or in the interpretation or application thereof after the date hereof by any court or administrative or governmental authority charged with the administration thereof, or if the Agent's or any Banks' or Bank Affiliate's compliance with any request or directive (whether or not having the force of law) from any central bank or monetary authority or other governmental authority, agency or instrumentality enacted or adopted after the date hereof, shall in any such case: (A) subject the Agent and/or any Bank or Bank Affiliate to any new or additional tax or change in any tax with respect to the Notes, the Line of Credit or any Letter of Credit, or change the basis of taxation of payments to the Agent and/or any Bank or Bank Affiliate of principal, commitment fee, interest, premium, or any other amount payable under the Notes; or (B) impose, modify or hold applicable or change any reserve (including, without limitation, basic, supplemental, marginal and emergency reserves) on an industry-wide special deposit, capital adequacy, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or other credit extended by, or any other acquisition of funds for loans by (including, without limitation, all Eurocurrency funding by all "Eurocurrency liabilities" as defined in Regulation D of the Board of Governors of the Federal Reserve System, as amended) any office of the Agent and/or any Bank or Bank Affiliate; or (C) impose on the Agent and/or any Bank or Bank Affiliate any other condition or change therein; and the result of any of the foregoing is to increase the cost to the Agent and/or any Bank or Bank Affiliate of making, renewing or maintaining advances or extensions of credit or to reduce any amount receivable thereon then, in any such case, the Company shall promptly pay the Agent, upon a Request, such amounts as will compensate the Agent and/or any Bank or Bank Affiliate for such additional cost or reduced amount receivable. Upon the failure of the Company to compensate the Agent and/or the Bank or the Bank Affiliate for the amounts set forth herein within ten (10) Business Days of a Request, then, at the Agent's option, the obligation of the Banks or any Bank Affiliates to make, convert and maintain advances hereunder as loans under which the Interest Rate is the LIBOR Rate, and the right of the Company to elect determine that the Interest Rate be the LIBOR Rate, shall forthwith be unavailable and the Interest Rate hereunder shall be automatically converted to the Prime Rate. (ii) If the Agent and/or any Bank or Bank Affiliate becomes entitled to claim any additional amounts payable pursuant to this subsection (b), the Agent shall promptly submit to the Company a Request with respect to such entitlement. A certificate as to any additional amounts payable pursuant to the foregoing submitted by the Agent (and signed by an authorized officer of the Agent) to the Company shall, absent manifest error, be conclusive. Each Bank shall notify the Agent in writing of any demand hereunder, which notice shall include the aforementioned certificate. (iii) If a Request is given, the Company shall have the option, exercisable by notice to the Agent given within five (5) Business Days' after the Company's receipt of such notice, to convert the Interest Rate to the LIBOR Rate, or the Prime Rate, as applicable; provided, however, that if the Company makes such election, or if the Interest Rate is converted to another Interest Rate pursuant to this subsection (b), the Company shall pay any Breakage Costs incurred in making any such conversion to the Agent promptly, upon demand, for its account and/or the account of any such Bank or Bank Affiliate. The Agent shall certify such costs to the Company, which certification may be based on certifications submitted to the Agent, and such certification shall be binding absent manifest error. (c) If any Bank shall have determined that (i) the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", (ii) the adoption after the date hereof of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or (iii) any change in the interpretation or administration thereof, or compliance by the Banks or any of their parent bank holding companies Bank with any requirement or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, except any such adoption or change or any such compliance with a request or directive which applies or has been applied solely to the Banks or any of their parent bank holding companies Bank by reason of events or conditions relating solely to the BanksBank, has the effect of reducing the rate of return on the Banks or any of their parent bank holding companies Bank's capital as a consequence of its commitment hereunder or to a level below that which the Banks or such holding companies Bank could have achieved but for such adoption, change or compliance by an amount deemed by the Banks Bank to be material (for which reduction of the rate of return shall be determined by the Banks' or any such holding companyBank's reasonable allocation of such reduction of the rate of return resulting from such event) then, upon the submission of a Request demand by the AgentBank, the Company Borrower shall pay to the AgentBank, from time to time as specified by the AgentBank, such additional amount or amounts which shall be sufficient to compensate the affected Bank(s) Bank for such reduction. A certificate as to such increased cost incurred by a the Bank as a result of any event mentioned in this subsection (cb), prepared in reasonable detail (which shall include the method employed by such Bank in determining the allocation of such costs to the Company) and otherwise in accordance with this subsection (cSection 13.18(b) submitted by the Agent Bank to the Companyborrower, shall be conclusive evidence, absent manifest error, as to the amount thereof. Each Bank shall notify the Agent in writing of any Request hereunder, which notice shall include the aforementioned certificate. (dc) Except as otherwise specifically provided in this Section, amounts Amounts payable by the Company Borrower pursuant to this Section 13.18 shall be payable within ten three (103) Business Days business days of receipt by the Company borrower of a Request. certificate described in subsection (ea) Any certificate relating to a Request shall provide reasonable supporting documentation relative to the calculation of any amounts set forth thereon. or (fb) Notwithstanding any provision of this Section 2.5.6. to the contrary, prior to giving any Request, the Agent or the Bank providing such Request shall first use its best efforts (which shall not require additional costs or administrative burdens on the Agent or the Bank) to take such steps (including, without limitation, changing its head office or Eurodollar Office) as would eliminate or reduce any cost or expense to be borne by the Company under this Section 2.5.613.18. (g) In lieu of paying any Request, the Company shall have the right, within thirty (30) Business Days of the delivery of such Request, to terminate the Commitments by prepaying the entire principal amount due and payable under this Agreement, the Notes and the Other Documents in accordance with Section 2.5.8. hereof. In such an event, the Company shall have no liability to pay any Request.

Increased Costs and Capital Adequacy. (a) If If, due to either (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in any law, regulation, order, decree, treaty, directive or bulletin or in the interpretation interpretation, administration or application thereof after of any law or regulation (including, without limitation, any law or regulation resulting in any interest payments paid to the date hereof by Lender under this Agreement being subject to United States withholding tax) or any court guideline of any accounting board or administrative authority (whether or governmental authority charged with not a part of government) which is responsible for the administration thereofestablishment or interpretation of national or international accounting principles, in each case whether foreign or domestic, or if (ii) the Agent's or any Bank's or Bank Affiliate's compliance with any guideline or request from any central bank or directive other governmental authority (whether or not having the force of law) from any central bank or monetary authority or other governmental authority), agency or instrumentality enacted or adopted after the date hereof, shall in any such case: (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against any credit extended by the Banks or any Bank Affiliate under this Agreement; or (ii) impose on the Banks or any Bank Affiliate or their parent bank holding companies any other condition regarding this Agreement, and the result of any event referred to in the preceding clause (i) or (ii) above there shall be to any increase in the cost to the Banks Agent, the Lender, or any Bank Affiliate Affiliate, successor or such holding company assign thereof (each of issuingwhich shall be an “Affected Party”) of agreeing to make or making, funding or maintaining the Loans Loan or Letters of Credit any Advance thereunder (which increase in cost shall be determined by the Banks' reasonable allocation or any reduction of the aggregate amount of such cost increases resulting from such eventany payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Party hereunder), then, upon written request by as the Agent (a "Request")case may be, the Company shall pay to the Agent Borrower shall, from time to time as specified time, after written demand by the Agent, on behalf of such Affected Party, pay to the Agent, on behalf of such Affected Party, additional amounts which shall be sufficient to compensate the Banks such Affected Party for such increased cost from costs or reduced payments. In determining such amount, the date Affected Party shall use any reasonable method of such changeaveraging and attribution that it shall deem applicable. The Request For the avoidance of doubt, Financial Accounting Standards Board Interpretation No. 46 or any other interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board shall include constitute a certificate as change in the interpretation, administration or application of a law, regulation or guideline subject to such increased cost incurred as a result of any event mentioned in clause this Section 8.2. (b) If either (i) the introduction of or any change in or in the interpretation, administration or application of any law, guideline, rule or regulation, directive or request of or (ii) above prepared in reasonable detail (which shall include the method employed compliance by a Bank in determining the allocation of such costs to the Company) and otherwise in accordance any Affected Party with this subsection (a)any law, submitted by the Agentguideline, shall be conclusive evidence, absent manifest error, as to the amount thereof. Each Bank shall notify the Agent in writing of any demand hereunder, which notice shall include the aforementioned certificate. (i) In addition to the foregoing, if any change in any domestic or foreign lawrule, regulation, order, decree, treaty, directive or bulletin or in the interpretation or application thereof after the date hereof by request from, any court or administrative or central bank, any governmental authority charged with the administration thereof, or if the Agent's agency or any Banks' accounting board or Bank Affiliate's compliance with any request authority (whether or directive not a part of government) which is responsible for the establishment or interpretation of national or international accounting principles, in each case whether foreign or domestic (whether or not having the force of law) from any central bank or monetary authority or other governmental authority), agency or instrumentality enacted or adopted after the date hereof, shall in any such case: (A) subject the Agent and/or any Bank or Bank Affiliate to any new or additional tax or change in any tax with respect to the Notes, the Line of Credit or any Letter of Credit, or change the basis of taxation of payments to the Agent and/or any Bank or Bank Affiliate of principal, commitment fee, interest, premium, or any other amount payable under the Notes; or (B) impose, modify or hold applicable or change any reserve (including, without limitation, basic, supplemental, marginal and emergency reserves) on an industry-wide special deposit, capital adequacy, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or other credit extended by, or any other acquisition of funds for loans by (including, without limitation, all Eurocurrency funding by all "Eurocurrency liabilities" as defined in Regulation D of the Board of Governors of the Federal Reserve System, as amended) any office of the Agent and/or any Bank or Bank Affiliate; or (C) impose on the Agent and/or any Bank or Bank Affiliate any other condition or change therein; and the result of any of the foregoing is to increase the cost to the Agent and/or any Bank or Bank Affiliate of making, renewing or maintaining advances or extensions of credit or to reduce any amount receivable thereon then, in any such case, the Company shall promptly pay the Agent, upon a Request, such amounts as will compensate the Agent and/or any Bank or Bank Affiliate for such additional cost or reduced amount receivable. Upon the failure of the Company to compensate the Agent and/or the Bank or the Bank Affiliate for the amounts set forth herein within ten (10) Business Days of a Request, then, at the Agent's option, the obligation of the Banks or any Bank Affiliates to make, convert and maintain advances hereunder as loans under which the Interest Rate is the LIBOR Rate, and the right of the Company to elect that the Interest Rate be the LIBOR Rate, shall forthwith be unavailable and the Interest Rate hereunder shall be automatically converted to the Prime Rate. (ii) If the Agent and/or any Bank or Bank Affiliate becomes entitled to claim any additional amounts payable pursuant to this subsection (b), the Agent shall promptly submit to the Company a Request with respect to such entitlement. A certificate as to any additional amounts payable pursuant to the foregoing submitted by the Agent (and signed compliance by an authorized officer of the Agent) to the Company shall, absent manifest error, be conclusive. Each Bank shall notify the Agent in writing of Affected Party with any demand hereunder, which notice shall include the aforementioned certificate. (iii) If a Request is given, the Company shall have the option, exercisable by notice to the Agent given within five (5) Business Days' after the Company's receipt of such notice, to convert the Interest Rate to the LIBOR Rate, request or the Prime Rate, as applicable; provided, however, that if the Company makes such election, or if the Interest Rate is converted to another Interest Rate pursuant to this subsection (b), the Company shall pay any Breakage Costs incurred in making any such conversion to the Agent promptly, upon demand, for its account and/or the account of any such Bank or Bank Affiliate. The Agent shall certify such costs to the Company, which certification may be based on certifications submitted to the Agent, and such certification shall be binding absent manifest error. (c) If any Bank shall have determined that (i) the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", (ii) the adoption after the date hereof of any applicable law, rule or regulation directive regarding capital adequacy, has or any change therein, or (iii) any change in the interpretation or administration thereof, or compliance by the Banks or any of their parent bank holding companies with any requirement or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, except any such adoption or change or any such compliance with a request or directive which applies or has been applied solely to the Banks or any of their parent bank holding companies by reason of events or conditions relating solely to the Banks, has would have the effect of reducing the rate of return on the Banks or capital of any of their parent bank holding companies capital Affected Party as a consequence of its commitment hereunder obligations hereunder, under any Transaction Document or any related document or arising in connection herewith or therewith to a level below that which the Banks or any such holding companies Affected Party could have achieved but for such adoptionintroduction, change or compliance by an amount deemed by (taking into consideration the Banks to be material (for which reduction of the rate of return shall be determined by the Banks' or any such holding company's reasonable allocation policies of such reduction of the rate of return resulting from such event) Affected Party with respect to capital adequacy), then, upon the submission of a Request by the Agent, the Company shall pay to the Agent, from time to time as specified time, after demand by such Affected Party (which demand shall be accompanied by a statement setting forth the Agentbasis of such demand), the Borrower shall pay the Agent on behalf of such Affected Party such additional amount or amounts which shall be sufficient to as will compensate the affected Bank(s) such Affected Party for such reduction. A certificate as In determining such amount, the Affected Party shall use any reasonable method of averaging and attribution that it shall deem applicable. For the avoidance of doubt, Financial Accounting Standards Board Interpretation No. 46 or any other interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board shall constitute a change in the interpretation, administration or application of a law, guideline, rule or regulation, directive or request subject to such increased cost incurred by a Bank as a result of any event mentioned in this subsection (c), prepared in reasonable detail (which shall include the method employed by such Bank in determining the allocation of such costs to the Company) and otherwise in accordance with this subsection Section 8.2. (c) submitted Any amounts subject to the provisions of this Section 8.2 shall be paid by the Borrower to the Agent on behalf of the applicable Affected Party pursuant to Section 2.3 hereof on behalf of the applicable Affected Party (and the Agent shall pay such amounts to the applicable Affected Party after the receipt by the Agent to of such amounts). In determining any amount provided for in this Section 8.2, the CompanyAffected Party may use any reasonable averaging and attribution methods. The Agent, shall be conclusive evidence, absent manifest error, as to the amount thereof. Each Bank shall notify the Agent in writing on behalf of any Request hereunder, which notice shall include the aforementioned certificate. (d) Except as otherwise specifically provided in this Section, amounts payable by the Company pursuant to this Section shall be payable within ten (10) Business Days of receipt by the Company of Affected Party making a Request. (e) Any certificate relating to a Request shall provide reasonable supporting documentation relative to the calculation of any amounts set forth thereon. (f) Notwithstanding any provision of this Section 2.5.6. to the contrary, prior to giving any Request, the Agent or the Bank providing such Request shall first use its best efforts (which shall not require additional costs or administrative burdens on the Agent or the Bank) to take such steps (including, without limitation, changing its head office or Eurodollar Office) as would eliminate or reduce any cost or expense to be borne by the Company claim under this Section 2.5.6. (g) In lieu of paying any Request8.2, shall submit to the Company shall have Borrower a certificate setting forth the right, within thirty (30) Business Days of basis for and the delivery computations of such Requestreduced payments or additional or increased costs, to terminate the Commitments by prepaying the entire principal amount due and payable under this Agreement, the Notes and the Other Documents which computations shall be determined in accordance with Section 2.5.8. hereof. In such an event, the Company shall have no liability to pay any Requesta commercially reasonable manner.

Increased Costs and Capital Adequacy. (a) If any change in any law, regulation, order, decree, treaty, directive or bulletin or in the interpretation or application thereof after the date hereof by any court or administrative or governmental authority charged with the administration thereof, or if the Agent's or any Bank's or Bank Affiliate's compliance with any request or directive (whether or not having the force of law) from any central bank or monetary authority or other governmental authority, agency or instrumentality enacted or adopted after the date hereof, shall in any such case: (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against any credit extended by the Banks Bank or any Bank Affiliate under this Agreement; or (ii) impose on the Banks Bank or any Bank Affiliate or their its parent bank holding companies company any other condition regarding this Agreement, and the result of any event referred to in the preceding clause (i) or (ii) above shall be to increase the cost to the Banks Bank or any Bank Affiliate or such holding parent company of issuing, funding or maintaining the Loans or Letters of Credit (which increase in cost shall be determined 39 30 by the Banks' Bank's reasonable allocation of the aggregate of such cost increases resulting from such event), then, upon written request by the Agent Bank (a "Request"), the Company shall pay to the Agent Bank from time to time as specified by the AgentBank, additional amounts which shall be sufficient to compensate the Banks Bank for such increased cost from the date of such change. The Request shall include a certificate as to such increased cost incurred as a result of any event mentioned in clause (i) or (ii) above prepared in reasonable detail (which shall include the method employed by a the Bank in determining the allocation of such costs to the Company) and otherwise in accordance with this subsection (a), submitted by the AgentBank, shall be conclusive evidence, absent manifest error, as to the amount thereof. Each Bank shall notify the Agent in writing of any demand hereunder, which notice shall include the aforementioned certificate. (i) In addition to the foregoing, if any change in any domestic or foreign law, regulation, order, decree, treaty, directive or bulletin or in the interpretation or application thereof after the date hereof by any court or administrative or governmental authority charged with the administration thereof, or if the AgentBank's or any Banks' or Bank Affiliate's compliance with any request or directive (whether or not having the force of law) from any central bank or monetary authority or other governmental authority, agency or instrumentality enacted or adopted after the date hereof, shall in any such case: (A) subject the Agent and/or any Bank or Bank Affiliate to any new or additional tax or change in any tax with respect to the Notes, Notes or the Line of Credit or any Letter of Credit, or change the basis of taxation of payments to the Agent and/or any Bank or Bank Affiliate of principal, commitment fee, interest, premium, or any other amount payable under the Notes; or (B) impose, modify or hold applicable or change any reserve (including, without limitation, basic, supplemental, marginal and emergency reserves) on an industry-wide industrywide special deposit, capital adequacy, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or other credit extended by, or any other acquisition of funds for loans by (including, without limitation, all Eurocurrency funding by all "Eurocurrency liabilities" as defined in Regulation D of the Board of Governors of the Federal Reserve System, as amended) any office of the Agent and/or any Bank or Bank Affiliate; or (C) impose on the Agent and/or any Bank or Bank Affiliate any other condition or change therein; and the result of any of the foregoing is to increase the cost to the Agent and/or any Bank or Bank Affiliate of making, renewing or maintaining 40 31 advances or extensions of credit or to reduce any amount receivable thereon then, in any such case, the Company shall promptly pay the AgentBank, upon a Request, such amounts as will compensate the Agent and/or any Bank or Bank Affiliate for such additional cost or reduced amount receivable. Upon the failure of the Company to compensate the Agent and/or the Bank or the Bank Affiliate for the amounts set forth herein within ten (10) Business Days of a Request, then, at the AgentBank's option, the obligation of the Banks Bank or any Bank Affiliates to make, convert and maintain advances hereunder as loans under which the Interest Rate is the LIBOR Rate, and the right of the Company to elect that the Interest Rate be the LIBOR Rate, shall forthwith be unavailable and the Interest Rate hereunder shall be automatically converted to the Prime Rate. (ii) If the Agent and/or any Bank or Bank Affiliate becomes entitled to claim any additional amounts payable pursuant to this subsection (b), the Agent Bank shall promptly submit to the Company a Request with respect to such entitlement. A certificate as to any additional amounts payable pursuant to the foregoing submitted by the Agent Bank (and signed by an authorized officer of the AgentBank) to the Company shall, absent manifest error, be conclusive. Each Bank shall notify the Agent in writing of any demand hereunder, which notice shall include the aforementioned certificate. (iii) If a Request is given, the Company shall have the option, exercisable by notice to the Agent Bank given within five (5) Business Days' after the Company's receipt of such notice, to convert the Interest Rate to the LIBOR Rate, or the Prime Rate, as applicable; provided, however, that if the Company makes such election, or if the Interest Rate is converted to another Interest Rate pursuant to this subsection (b), the Company shall pay any Breakage Costs incurred in making any such conversion to the Agent promptly, upon demand, Bank for its account and/or the account of any such the Bank or Bank Affiliate. The Agent Bank shall certify such costs to the Company, which certification may be based on certifications submitted to the AgentBank, and such certification shall be binding absent manifest error. (c) If any the Bank shall have determined that (i) the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", (ii) the adoption after the date hereof of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or (iii) any change in the interpretation or administration thereof, or compliance by the Banks Bank or any of their its parent bank holding companies company with any requirement or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, except any such adoption or change or any such compliance with a request or directive which applies or has been applied solely to 41 32 the Banks Bank or any of their its parent bank holding companies company by reason of events or conditions relating solely to the BanksBank, has the effect of reducing the rate of return on the Banks Bank's or any of their its parent bank holding companies company's capital as a consequence of its commitment hereunder or to a level below that which the Banks Bank or such holding companies its parent company could have achieved but for such adoption, change or compliance by an amount deemed by the Banks Bank to be material (for which reduction of the rate of return shall be determined by the Banks' Bank's or any such holding the parent company's reasonable allocation of such reduction of the rate of return resulting from such event) then, upon the submission of a Request by the AgentBank, the Company shall pay to the AgentBank, from time to time as specified by the AgentBank, such additional amount or amounts which shall be sufficient to compensate the affected Bank(s) Bank for such reduction. A certificate as to such increased cost incurred by a the Bank as a result of any event mentioned in this subsection (c), prepared in reasonable detail (which shall include the method employed by such the Bank in determining the allocation of such costs to the Company) and otherwise in accordance with this subsection (c) submitted by the Agent Bank to the Company, shall be conclusive evidence, absent manifest error, as to the amount thereof. Each Bank shall notify the Agent in writing of any Request hereunder, which notice shall include the aforementioned certificate. (d) Except as otherwise specifically provided in this Section, amounts payable by the Company pursuant to this Section shall be payable within ten (10) Business Days of receipt by the Company of a Request. (e) Any certificate relating to a Request shall provide reasonable supporting documentation relative to the calculation of any amounts set forth thereon. (f) Notwithstanding any provision of this Section 2.5.62.4.4. to the contrary, prior to giving any Request, the Agent or the Bank providing such Request shall first use its best efforts (which shall not require additional costs or administrative burdens on the Agent or the Bank) to take such steps (including, without limitation, changing its head office or Eurodollar Office) as would eliminate or reduce any cost or expense to be borne by the Company under this Section 2.5.62.4.4. (g) In lieu of paying any Request, the Company shall have the right, within thirty (30) Business Days of the delivery of such Request, to terminate the Commitments Commitment by prepaying the entire principal amount due and payable under this Agreement, the Notes Note and the Other Documents in accordance with Section 2.5.82.4.6. hereof. In such an event, the Company shall have no liability to pay any Request. (h) Notwithstanding any provision of this Section 2.4.4. to the contrary, in no event shall the Company be 42 33 obligated to pay any Request which relates to any income, excise or franchise taxes imposed or sought to be imposed on the Bank.

Increased Costs and Capital Adequacy. (a) If any change in any law, regulation, order, decree, treaty, directive or bulletin or in the interpretation or application thereof after the date hereof by any court or administrative or governmental authority charged with the administration thereof, or if the Agent's or any Bank's or Bank Affiliate's compliance with any request or directive (whether or not having the force of law) from any central bank or monetary authority or other governmental authority, agency or instrumentality enacted or adopted after the date hereof, shall in any such case: (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against any credit extended by the Banks Bank or any Bank Affiliate under this Agreement; or (ii) impose on the Banks Bank or any Bank Affiliate or their its parent bank holding companies company any other condition regarding this Agreement, and the result of any event referred to in the preceding clause (i) or (ii) above shall be to increase the cost to the Banks Bank or any Bank Affiliate or such holding parent company of issuing, funding or maintaining the Loans or Letters of Credit (which increase in cost shall be determined by the Banks' Bank's reasonable allocation of the aggregate of such cost increases resulting from such event), then, upon written request by the Agent Bank (a "Request"), the Company shall pay to the Agent Bank from time to time as specified by the AgentBank, additional amounts which shall be sufficient to compensate the Banks Bank for such increased cost from the date of such change. The Request shall include a certificate as to such increased cost incurred as a result of any event mentioned in clause (i) or (ii) above prepared in reasonable detail (which shall include the method employed by a the Bank in determining the allocation of such costs to the Company) and otherwise in accordance with this subsection (a), submitted by the AgentBank, shall be conclusive evidence, absent manifest error, as to the amount thereof. Each Bank shall notify the Agent in writing of any demand hereunder, which notice shall include the aforementioned certificate. (i) In addition to the foregoing, if any change in any domestic or foreign law, regulation, order, decree, treaty, directive or bulletin or in the interpretation or application thereof after the date hereof by any court or administrative or governmental authority charged with the administration thereof, or if the AgentBank's or any Banks' or Bank Affiliate's compliance with any request or directive (whether or not having the force of law) from any central bank or monetary authority or other governmental authority, agency or instrumentality enacted or adopted after the date hereof, shall in any such case: (A) subject the Agent and/or any Bank or Bank Affiliate to any new or additional tax or change in any tax with respect to the Notes, Notes or the Line of Credit or any Letter of Credit, or change the basis of taxation of payments to the Agent and/or any Bank or Bank Affiliate of principal, commitment fee, interest, premium, or any other amount payable under the Notes; or (B) impose, modify or hold applicable or change any reserve (including, without limitation, basic, supplemental, marginal and emergency reserves) on an industry-wide industrywide special deposit, capital adequacy, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or other credit extended by, or any other acquisition of funds for loans by (including, without limitation, all Eurocurrency funding by all "Eurocurrency liabilities" as defined in Regulation D of the Board of Governors of the Federal Reserve System, as amended) any office of the Agent and/or any Bank or Bank Affiliate; or (C) impose on the Agent and/or any Bank or Bank Affiliate any other condition or change therein; and the result of any of the foregoing is to increase the cost to the Agent and/or any Bank or Bank Affiliate of making, renewing or maintaining advances or extensions of credit or to reduce any amount receivable thereon then, in any such case, the Company shall promptly pay the AgentBank, upon a Request, such amounts as will compensate the Agent and/or any Bank or Bank Affiliate for such additional cost or reduced amount receivable. Upon the failure of the Company to compensate the Agent and/or the Bank or the Bank Affiliate for the amounts set forth herein within ten (10) Business Days of a Request, then, at the AgentBank's option, the obligation of the Banks Bank or any Bank Affiliates to make, convert and maintain advances hereunder as loans under which the Interest Rate is the LIBOR Rate, and the right of the Company to elect that the Interest Rate be the LIBOR Rate, shall forthwith be unavailable and the Interest Rate hereunder shall be automatically converted to the Prime Rate. (ii) If the Agent and/or any Bank or Bank Affiliate becomes entitled to claim any additional amounts payable pursuant to this subsection (b), the Agent Bank shall promptly submit to the Company a Request with respect to such entitlement. A certificate as to any additional amounts payable pursuant to the foregoing submitted by the Agent Bank (and signed by an authorized officer of the AgentBank) to the Company shall, absent manifest error, be conclusive. Each Bank shall notify the Agent in writing of any demand hereunder, which notice shall include the aforementioned certificate. (iii) If a Request is given, the Company shall have the option, exercisable by notice to the Agent Bank given within five (5) Business Days' after the Company's receipt of such notice, to convert the Interest Rate to the LIBOR Rate, or the Prime Rate, as applicable; provided, however, that if the Company makes such election, or if the Interest Rate is converted to another Interest Rate pursuant to this subsection (b), the Company shall pay any Breakage Costs incurred in making any such conversion to the Agent promptly, upon demand, Bank for its account and/or the account of any such the Bank or Bank Affiliate. The Agent Bank shall certify such costs to the Company, which certification may be based on certifications submitted to the AgentBank, and such certification shall be binding absent manifest error. (c) If any the Bank shall have determined that (i) the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", (ii) the adoption after the date hereof of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or (iii) any change in the interpretation or administration thereof, or compliance by the Banks Bank or any of their its parent bank holding companies company with any requirement or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, except any such adoption or change or any such compliance with a request or directive which applies or has been applied solely to the Banks Bank or any of their its parent bank holding companies company by reason of events or conditions relating solely to the BanksBank, has the effect of reducing the rate of return on the Banks Bank's or any of their its parent bank holding companies company's capital as a consequence of its commitment hereunder or to a level below that which the Banks Bank or such holding companies its parent company could have achieved but for such adoption, change or compliance by an amount deemed by the Banks Bank to be material (for which reduction of the rate of return shall be determined by the Banks' Bank's or any such holding the parent company's reasonable allocation of such reduction of the rate of return resulting from such event) then, upon the submission of a Request by the AgentBank, the Company shall pay to the AgentBank, from time to time as specified by the AgentBank, such additional amount or amounts which shall be sufficient to compensate the affected Bank(s) Bank for such reduction. A certificate as to such increased cost incurred by a the Bank as a result of any event mentioned in this subsection (c), prepared in reasonable detail (which shall include the method employed by such the Bank in determining the allocation of such costs to the Company) and otherwise in accordance with this subsection (c) submitted by the Agent Bank to the Company, shall be conclusive evidence, absent manifest error, as to the amount thereof. Each Bank shall notify the Agent in writing of any Request hereunder, which notice shall include the aforementioned certificate. (d) Except as otherwise specifically provided in this Section, amounts payable by the Company pursuant to this Section shall be payable within ten (10) Business Days of receipt by the Company of a Request. (e) Any certificate relating to a Request shall provide reasonable supporting documentation relative to the calculation of any amounts set forth thereon. (f) Notwithstanding any provision of this Section 2.5.62.4.4. to the contrary, prior to giving any Request, the Agent or the Bank providing such Request shall first use its best efforts (which shall not require additional costs or administrative burdens on the Agent or the Bank) to take such steps (including, without limitation, changing its head office or Eurodollar Officeoffice) as would eliminate or reduce any cost or expense to be borne by the Company under this Section 2.5.62.4.4. (g) In in lieu of paying any Request, the Company shall have the right, within thirty (30) Business Days of the delivery of such Request, to terminate the Commitments Commitment by prepaying the entire principal amount due and payable under this Agreement, the Notes Note and the Other Documents in accordance with Section 2.5.82.4.6. hereof. In such an event, the Company shall have no liability to pay any Request. (h) Notwithstanding any provision of this Section 2.4.4. to the contrary, in no event shall the Company be obligated to pay any Request which relates to any income, excise or franchise taxes imposed or sought to be imposed on the Bank.

Increased Costs and Capital Adequacy. (a) If Bank determines that any change in any law, regulation, order, decree, treaty, law or regulation or directive or bulletin or in the interpretation or application thereof after the date hereof Closing Date by any court or administrative or governmental authority charged with the administration thereof, or if the Agent's or any Bank's or Bank Affiliate's compliance with any request or directive (whether or not having the force of law) from any central bank or monetary authority or other governmental authority, agency or instrumentality enacted or adopted after the date hereof, thereof shall in any such case: either (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against any credit extended by the Banks or any Bank Affiliate under this Agreement; or Note, or (ii) impose on the Banks Bank or any Bank Affiliate or their its parent bank holding companies company any other condition regarding this Agreement, Note and the result of any event referred to in the preceding clause (i) or (ii) above shall be to increase the cost to the Banks or any Bank Affiliate or such holding company of issuing, funding or maintaining the Loans or Letters of Credit Loan (which increase in cost shall be determined by the Banks' Bank's reasonable allocation of the aggregate of such cost increases resulting from such event), then, upon written request demand by the Agent (a "Request")Bank, the Company Borrower shall pay to the Agent Bank from time to time as specified by the AgentBank, additional amounts which shall be sufficient to compensate the Banks Bank for such increased cost from the date of such change. The Request shall include a A certificate as to such increased cost incurred by Bank as a result of any event mentioned in clause (i) or (ii) above prepared in reasonable detail (which shall include the method employed by a Bank in determining the allocation of such costs to the CompanyBorrower) and otherwise in accordance with this subsection (a), submitted by the AgentBank to Borrower, shall be conclusive evidence, absent manifest error, as to the amount thereof. Each Bank shall notify the Agent in writing of any demand hereunder, which notice shall include the aforementioned certificate. (i) In addition to the foregoing, if any change in any domestic or foreign law, regulation, order, decree, treaty, directive or bulletin or in the interpretation or application thereof after the date hereof by any court or administrative or governmental authority charged with the administration thereof, or if the Agent's or any Banks' or Bank Affiliate's compliance with any request or directive (whether or not having the force of law) from any central bank or monetary authority or other governmental authority, agency or instrumentality enacted or adopted after the date hereof, shall in any such case: (A) subject the Agent and/or any Bank or Bank Affiliate to any new or additional tax or change in any tax with respect to the Notes, the Line of Credit or any Letter of Credit, or change the basis of taxation of payments to the Agent and/or any Bank or Bank Affiliate of principal, commitment fee, interest, premium, or any other amount payable under the Notes; or (B) impose, modify or hold applicable or change any reserve (including, without limitation, basic, supplemental, marginal and emergency reserves) on an industry-wide special deposit, capital adequacy, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or other credit extended by, or any other acquisition of funds for loans by (including, without limitation, all Eurocurrency funding by all "Eurocurrency liabilities" as defined in Regulation D of the Board of Governors of the Federal Reserve System, as amended) any office of the Agent and/or any Bank or Bank Affiliate; or (C) impose on the Agent and/or any Bank or Bank Affiliate any other condition or change therein; and the result of any of the foregoing is to increase the cost to the Agent and/or any Bank or Bank Affiliate of making, renewing or maintaining advances or extensions of credit or to reduce any amount receivable thereon then, in any such case, the Company shall promptly pay the Agent, upon a Request, such amounts as will compensate the Agent and/or any Bank or Bank Affiliate for such additional cost or reduced amount receivable. Upon the failure of the Company to compensate the Agent and/or the Bank or the Bank Affiliate for the amounts set forth herein within ten (10) Business Days of a Request, then, at the Agent's option, the obligation of the Banks or any Bank Affiliates to make, convert and maintain advances hereunder as loans under which the Interest Rate is the LIBOR Rate, and the right of the Company to elect that the Interest Rate be the LIBOR Rate, shall forthwith be unavailable and the Interest Rate hereunder shall be automatically converted to the Prime Rate. (iib) If the Agent and/or any Bank or Bank Affiliate becomes entitled to claim any additional amounts payable pursuant to this subsection (b), the Agent shall promptly submit to the Company a Request with respect to such entitlement. A certificate as to any additional amounts payable pursuant to the foregoing submitted by the Agent (and signed by an authorized officer of the Agent) to the Company shall, absent manifest error, be conclusive. Each Bank shall notify the Agent in writing of any demand hereunder, which notice shall include the aforementioned certificate. (iii) If a Request is given, the Company shall have the option, exercisable by notice to the Agent given within five (5) Business Days' after the Company's receipt of such notice, to convert the Interest Rate to the LIBOR Rate, or the Prime Rate, as applicable; provided, however, determine that if the Company makes such election, or if the Interest Rate is converted to another Interest Rate pursuant to this subsection (b), the Company shall pay any Breakage Costs incurred in making any such conversion to the Agent promptly, upon demand, for its account and/or the account of any such Bank or Bank Affiliate. The Agent shall certify such costs to the Company, which certification may be based on certifications submitted to the Agent, and such certification shall be binding absent manifest error. (c) If any Bank shall have determined that (i) the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", (ii) the adoption after the date hereof Closing Date of any applicable law, rule or regulation regulation, guideline, directive or request (whether or not having force of law) regarding capital adequacy, or any change therein, or (iii) any change in the interpretation or administration thereof, or compliance by the Banks Bank or any of their its parent bank holding companies company with any requirement or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, except any such adoption or change or any such compliance with a request or directive which applies or has been applied solely to the Banks Bank or any of their its parent bank holding companies company by reason of events or conditions relating solely to the BanksBank, has the effect of reducing the rate of return on the Banks Bank's or any of their its parent bank holding companies company's capital as a consequence of its commitment hereunder or to a level below that which the Banks Bank or such holding companies company could have achieved but for such adoption, change or compliance by an amount deemed by the Banks Bank to be material (for which reduction of the rate of return shall be determined by the Banks' Bank's or any such holding company's reasonable allocation of such reduction of the rate of return resulting from such event) then, upon the submission of a Request written demand by the AgentBank, the Company Borrower shall pay to the AgentBank, from time to time as specified by the AgentBank, such additional amount or amounts which shall be sufficient to compensate the affected Bank(s) Bank for such reduction. A certificate as to such increased cost incurred by a Bank as a result of any event mentioned in this subsection (cb), prepared in reasonable detail (which shall include the method employed by such Bank in determining the allocation of such costs to the CompanyBorrower) and otherwise in accordance with this subsection (cb) submitted by the Agent Bank to the CompanyBorrower, shall be conclusive evidence, absent manifest error, as to the amount thereof. Each Bank shall notify the Agent in writing of any Request hereunder, which notice shall include the aforementioned certificate. (dc) Except as otherwise specifically provided in this Section, amounts Amount payable by the Company Borrower pursuant to this Section 2.5. shall be payable within ten fifteen (1015) Business Days of receipt by the Company Borrower of a Request. certificate described in subsection (ea) Any certificate relating to a Request shall provide reasonable supporting documentation relative to the calculation of any amounts set forth thereon. or (fb) Notwithstanding any provision of this Section 2.5.6. to the contrary, prior to giving any Request, the Agent or the Bank providing such Request shall first use its best efforts (which shall not require additional costs or administrative burdens on the Agent or the Bank) to take such steps (including, without limitation, changing its head office or Eurodollar Office) as would eliminate or reduce any cost or expense to be borne by the Company under this Section 2.5.62.5. (g) In lieu of paying any Request, the Company shall have the right, within thirty (30) Business Days of the delivery of such Request, to terminate the Commitments by prepaying the entire principal amount due and payable under this Agreement, the Notes and the Other Documents in accordance with Section 2.5.8. hereof. In such an event, the Company shall have no liability to pay any Request.

Increased Costs and Capital Adequacy. (a) If any change in any law, regulation, order, decree, treaty, directive or bulletin or in the interpretation or application thereof after the date hereof by any court or administrative or governmental authority charged with the administration thereof, or if the Agent's or any Bank's or Bank Affiliate's compliance with any request or directive (whether or not having the force of law) from any central bank or monetary authority or other governmental authority, agency or instrumentality enacted or adopted after the date hereof, shall in any such case: (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against any credit extended by the Banks Bank or any Bank Affiliate under this Agreement; or (ii) impose on the Banks Bank or any Bank Affiliate or their its parent bank holding companies company any other condition regarding this Agreement, and the result of any event referred to in the preceding clause (i) or (ii) above shall be to increase the cost to the Banks Bank or any Bank Affiliate or such holding parent company of issuing, funding or maintaining the Loans or Letters of Credit (which increase in cost shall be determined by the Banks' Bank's reasonable allocation of the aggregate of such cost increases resulting from such event), then, upon written request by the Agent Bank (a "Request"), the Company shall pay to the Agent Bank from time to time as specified by the AgentBank, additional amounts which shall be sufficient to compensate the Banks Bank for such increased cost from the date of such change. The Request shall include a certificate as to such increased cost incurred as a result of any event mentioned in clause (i) or (ii) above prepared in reasonable detail (which shall include the method employed by a the Bank in determining the allocation of such costs to the Company) and otherwise in accordance with this subsection (a), submitted by the AgentBank, shall be conclusive evidence, absent manifest error, as to the amount thereof. Each Bank shall notify the Agent in writing of any demand hereunder, which notice shall include the aforementioned certificate. (i) In addition to the foregoing, if any change in any domestic or foreign law, regulation, order, decree, treaty, directive or bulletin or in the interpretation or application thereof after the date hereof by any court or administrative or governmental authority charged with the administration thereof, or if the AgentBank's or any Banks' or Bank Affiliate's compliance with any request or directive (whether or not having the force of law) from any central bank or monetary authority or other governmental authority, agency or instrumentality enacted or adopted after the date hereof, shall in any such case: (A) subject the Agent and/or any Bank or Bank Affiliate to any new or additional tax or change in any tax with respect to the Notes, Notes or the Line of Credit or any Letter of Credit, or change the basis of taxation of payments to the Agent and/or any Bank or Bank Affiliate of principal, commitment fee, interest, premium, or any other amount payable under the Notes; or (B) impose, modify or hold applicable or change any reserve (including, without limitation, basic, supplemental, marginal and emergency reserves) on an industry-wide special deposit, capital adequacy, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or other credit extended by, or any other acquisition of funds for loans by (including, without limitation, all Eurocurrency funding by all "Eurocurrency liabilities" as defined in Regulation D of the Board of Governors of the Federal Reserve System, as amended) any office of the Agent and/or any Bank or Bank Affiliate; or (C) impose on the Agent and/or any Bank or Bank Affiliate any other condition or change therein; and the result of any of the foregoing is to increase the cost to the Agent and/or any Bank or Bank Affiliate of making, renewing or maintaining advances or extensions of credit or to reduce any amount receivable thereon then, in any such case, the Company shall promptly pay the AgentBank, upon a Request, such amounts as will compensate the Agent and/or any Bank or Bank Affiliate for such additional cost or reduced amount receivable. Upon the failure of the Company to compensate the Agent and/or the Bank or the Bank Affiliate for the amounts set forth herein within ten (10) Business Days of a Request, then, at the AgentBank's option, the obligation of the Banks Bank or any Bank Affiliates to make, convert and maintain advances hereunder as loans under which the Interest Rate is the LIBOR Rate, and the right of the Company to elect that the Interest Rate be the LIBOR Rate, shall forthwith be unavailable and the Interest Rate hereunder shall be automatically converted to the Prime Rate. (ii) If the Agent and/or any Bank or Bank Affiliate becomes entitled to claim any additional amounts payable pursuant to this subsection (b), the Agent Bank shall promptly submit to the Company a Request with respect to such entitlement. A certificate as to any additional amounts payable pursuant to the foregoing submitted by the Agent Bank (and signed by an authorized officer of the AgentBank) to the Company shall, absent manifest error, be conclusive. Each Bank shall notify the Agent in writing of any demand hereunder, which notice shall include the aforementioned certificate. (iii) If a Request is given, the Company shall have the option, exercisable by notice to the Agent Bank given within five (5) Business Days' after the Company's receipt of such notice, to convert the Interest Rate to the LIBOR Rate, or the Prime Rate, as applicable; provided, however, that if the Company makes such election, or if the Interest Rate is converted to another Interest Rate pursuant to this subsection (b), the Company shall pay any Breakage Costs incurred in making any such conversion to the Agent promptly, upon demand, Bank for its account and/or the account of any such the Bank or Bank Affiliate. The Agent Bank shall certify such costs to the Company, which certification may be based on certifications submitted to the AgentBank, and such certification shall be binding absent manifest error. (c) If any the Bank shall have determined that (i) the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", (ii) the adoption after the date hereof of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or (iii) any change in the interpretation or administration thereof, or compliance by the Banks Bank or any of their its parent bank holding companies company with any requirement or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, except any such adoption or change or any such compliance with a request or directive which applies or has been applied solely to the Banks Bank or any of their its parent bank holding companies company by reason of events or conditions relating solely to the BanksBank, has the effect of reducing the rate of return on the Banks Bank's or any of their its parent bank holding companies company's capital as a consequence of its commitment hereunder or to a level below that which the Banks Bank or such holding companies its parent company could have achieved but for such adoption, change or compliance by an amount deemed by the Banks Bank to be material (for which reduction of the rate of return shall be determined by the Banks' Bank's or any such holding the parent company's reasonable allocation of such reduction of the rate of return resulting from such event) then, upon the submission of a Request by the AgentBank, the Company shall pay to the AgentBank, from time to time as specified by the AgentBank, such additional amount or amounts which shall be sufficient to compensate the affected Bank(s) Bank for such reduction. A certificate as to such increased cost incurred by a the Bank as a result of any event mentioned in this subsection (c), prepared in reasonable detail (which shall include the method employed by such the Bank in determining the allocation of such costs to the Company) and otherwise in accordance with this subsection (c) submitted by the Agent Bank to the Company, shall be conclusive evidence, absent manifest error, as to the amount thereof. Each Bank shall notify the Agent in writing of any Request hereunder, which notice shall include the aforementioned certificate. (d) Except as otherwise specifically provided in this Section, amounts payable by the Company pursuant to this Section shall be payable within ten (10) Business Days of receipt by the Company of a Request. (e) Any certificate relating to a Request shall provide reasonable supporting documentation relative to the calculation of any amounts set forth thereon. (f) Notwithstanding any provision of this Section 2.5.62.4.4. to the contrary, prior to giving any Request, the Agent or the Bank providing such Request shall first use its best efforts (which shall not require additional costs or administrative burdens on the Agent or the Bank) to take such steps (including, without limitation, changing its head office or Eurodollar Office) as would eliminate or reduce any cost or expense to be borne by the Company under this Section 2.5.62.4.4. (g) In lieu of paying any Request, the Company shall have the right, within thirty (30) Business Days of the delivery of such Request, to terminate the Commitments Commitment by prepaying the entire principal amount due and payable under this Agreement, the Notes Note and the Other Documents in accordance with Section 2.5.82.4.6. hereof. In such an event, the Company shall have no liability to pay any Request. (h) Notwithstanding any provision of this Section 2.4.4. to the contrary, in no event shall the Company be obligated to pay any Request which relates to any income, excise or franchise taxes imposed or sought to be imposed on the Bank.

Increased Costs and Capital Adequacy. (a) If any change in any law, regulation, order, decree, treaty, directive or bulletin or in the interpretation or application thereof after the date hereof by any court or administrative or governmental authority charged with the administration thereof, or if the Agent's or any Bank's or Bank Affiliate's compliance with any request or directive (whether or not having the force of law) from any central bank or monetary authority or other governmental authority, agency or instrumentality enacted or adopted after the date hereof, shall in any such case: (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against any credit extended by the Banks or any Bank Affiliate under this Agreement; or (ii) impose on the Banks or any Bank Affiliate or their parent bank holding companies any other condition regarding this Agreement, and the result of any event referred to in the preceding clause (i) or (ii) above shall be to increase the cost to the Banks or any Bank Affiliate or such holding company of issuing, funding or maintaining the Loans or Letters of Credit (which increase in cost shall be determined by the Banks' reasonable allocation of the aggregate of such cost increases resulting from such event), then, upon written request by the Agent (a "Request"), the Company shall pay to the Agent from time to time as specified by the Agent, additional amounts which shall be sufficient to compensate the Banks for such increased cost from the date of such change. The Request shall include a certificate as to such increased cost incurred as a result of any event mentioned in clause (i) or (ii) above prepared in reasonable detail (which shall include the method employed by a Bank in determining the allocation of such costs to the Company) and otherwise in accordance with this subsection (a), submitted by the Agent, shall be conclusive evidence, absent manifest error, as to the amount thereof. Each Bank shall notify the Agent in writing of any demand hereunder, which notice shall include the aforementioned certificate. (i) In addition to the foregoing, if any change in any domestic or foreign law, regulation, order, decree, treaty, directive or bulletin or in the interpretation or application thereof after the date hereof by any court or administrative or governmental authority charged with the administration thereof, or if the Agent's or any Banks' or Bank Affiliate's compliance with any request or directive (whether or not having the force of law) from any central bank or monetary authority or other governmental authority, agency or instrumentality enacted or adopted after the date hereof, shall in any such case: (A) subject the Agent and/or any Bank or Bank Affiliate to any new or additional tax or change in any tax with respect to the Notes, the Line of Credit or any Letter of Credit, or change the basis of taxation of payments to the Agent and/or any Bank or Bank Affiliate of principal, commitment fee, interest, premium, or any other amount payable under the Notes; or (B) impose, modify or hold applicable or change any reserve (including, without limitation, basic, supplemental, marginal and emergency reserves) on an industry-wide special deposit, capital adequacy, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or other credit extended by, or any other acquisition of funds for loans by (including, without limitation, all Eurocurrency funding by all "Eurocurrency liabilities" as defined in Regulation D of the Board of Governors of the Federal Reserve System, as amended) any office of the Agent and/or any Bank or Bank Affiliate; or (C) impose on the Agent and/or any Bank or Bank Affiliate any other condition or change therein; and the result of any of the foregoing is to increase the cost to the Agent and/or any Bank or Bank Affiliate of making, renewing or maintaining advances or extensions of credit or to reduce any amount receivable thereon then, in any such case, the Company shall promptly pay the Agent, upon a Request, such amounts as will compensate the Agent and/or any Bank or Bank Affiliate for such additional cost or reduced amount receivable. Upon the failure of the Company to compensate the Agent and/or the Bank or the Bank Affiliate for the amounts set forth herein within ten (10) Business Days of a Request, then, at the Agent's option, the obligation of the Banks or any Bank Affiliates to make, convert and maintain advances hereunder as loans under which the Interest Rate is the LIBOR Rate, and the right of the Company to elect that the Interest Rate be the LIBOR Rate, shall forthwith be unavailable and the Interest Rate hereunder shall be automatically converted to the Prime Rate. (ii) If the Agent and/or any Bank or Bank Affiliate becomes entitled to claim any additional amounts payable pursuant to this subsection (b), the Agent shall promptly submit to the Company a Request with respect to such entitlement. A certificate as to any additional amounts payable pursuant to the foregoing submitted by the Agent (and signed by an authorized officer of the Agent) to the Company shall, absent manifest error, be conclusive. Each Bank shall notify the Agent in writing of any demand hereunder, which notice shall include the aforementioned certificate. (iii) If a Request is given, the Company shall have the option, exercisable by notice to the Agent given within five (5) Business Days' after the Company's receipt of such notice, to convert the Interest Rate to the LIBOR Rate, or the Prime Rate, as applicable; provided, however, that if the Company makes such election, or if the Interest Rate is converted to another Interest Rate pursuant to this subsection (b), the Company shall pay any Breakage Costs incurred in making any such conversion to the Agent promptly, upon demand, for its account and/or the account of any such Bank or Bank Affiliate. The Agent shall certify such costs to the Company, which certification may be based on certifications submitted to the Agent, and such certification shall be binding absent manifest error. (c) If any Bank shall have determined that (i) the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", (ii) the adoption after the date hereof of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or (iii) any change in the interpretation or administration thereof, or compliance by the Banks or any of their parent bank holding companies with any requirement or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, except any such adoption or change or any such compliance with a request or directive which applies or has been applied solely to the Banks or any of their parent bank holding companies by reason of events or conditions relating solely to the Banks, has the effect of reducing the rate of return on the Banks or any of their parent bank holding companies capital as a consequence of its commitment hereunder or to a level below that which the Banks or such holding companies could have achieved but for such adoption, change or compliance by an amount deemed by the Banks to be material (for which reduction of the rate of return shall be determined by the Banks' or any such holding company's reasonable allocation of such reduction of the rate of return resulting from such event) then, upon the submission of a Request by the Agent, the Company shall pay to the Agent, from time to time as specified by the Agent, such additional amount or amounts which shall be sufficient to compensate the affected Bank(s) for such reduction. A certificate as to such increased cost incurred by a Bank as a result of any event mentioned in this subsection (c), prepared in reasonable detail (which shall include the method employed by such Bank in determining the allocation of such costs to the Company) and otherwise in accordance with this subsection (c) submitted by the Agent to the Company, shall be conclusive evidence, absent manifest error, as to the amount thereof. Each Bank shall notify the Agent in writing of any Request hereunder, which notice shall include the aforementioned certificate. (d) Except as otherwise specifically provided in this Section, amounts payable by the Company pursuant to this Section shall be payable within ten (10) Business Days of receipt by the Company of a Request. (e) Any certificate relating to a Request shall provide reasonable supporting documentation relative to the calculation of any amounts set forth thereon. (f) Notwithstanding any provision of this Section 2.5.6. to the contrary, prior to giving any Request, the Agent or the Bank providing such Request shall first use its best efforts (which shall not require additional costs or administrative burdens on the Agent or the Bank) to take such steps (including, without limitation, changing its head office or Eurodollar Office) as would eliminate or reduce any cost or expense to be borne by the Company under this Section 2.5.6. (g) In lieu of paying any Request, the Company shall have the right, within thirty (30) Business Days of the delivery of such Request, to terminate the Commitments by prepaying the entire principal amount due and payable under this Agreement, the Notes and the Other Documents in accordance with Section 2.5.8. hereof. In such an event, the Company shall have no liability to pay any Request. (h) Notwithstanding any provision of this Section 2.5.6. to the contrary, in no event shall the Company be obligated to pay any Request which relates to any income, excise or franchise taxes imposed or sought to be imposed on the Agent or any of the Banks.

Increased Costs and Capital Adequacy. (a) If any change in any law, regulation, order, decree, treaty, directive or bulletin or in the interpretation or application thereof after the date hereof by any court or administrative or governmental authority charged with the administration thereof, or if the Agent's Agents' or any Bank's or Bank Affiliate's compliance with any request or directive (whether or not having the force of law) from any central bank or monetary authority or other governmental authority, agency or instrumentality enacted or adopted after the date hereof, shall in any such case: (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against any credit extended by the Banks or any Bank Affiliate under this Agreement; or (ii) impose on the Banks or any Bank Affiliate or their parent bank holding companies any other condition regarding this Agreement, and the result of any event referred to in the preceding clause (i) or (ii) above shall be to increase the cost to the Banks or any Bank Affiliate or such holding company of issuing, funding or maintaining the Loans or Letters of Credit (which increase in cost shall be determined by the Banks' reasonable allocation of the aggregate of such cost increases resulting from such event), then, upon written request by the Administrative Agent (a "Request"), the Company shall pay to the Administrative Agent from time to time as specified by the Agent, additional amounts which shall be sufficient to compensate the Banks for such increased cost from the date of such change. The Request shall include a certificate as to such increased cost incurred as a result of any event mentioned in clause (i) or (ii) above prepared in reasonable detail (which shall include the method employed by a Bank in determining the allocation of such costs to the Company) and otherwise in accordance with this subsection (a), submitted by the Administrative Agent, shall be conclusive evidence, absent manifest error, as to the amount thereof. Each Bank shall notify the Administrative Agent in writing of any demand hereunder, which notice shall include the aforementioned certificate. (i) In addition to the foregoing, if any change in any domestic or foreign law, regulation, order, decree, treaty, directive or bulletin or in the interpretation or application thereof after the date hereof by any court or administrative or governmental authority charged with the administration thereof, or if the Administrative Agent's or any Banks' or Bank Affiliate's compliance with any request or directive (whether or not having the force of law) from any central bank or monetary authority or other governmental authority, agency or instrumentality enacted or adopted after the date hereof, shall in any such case: (A) subject the Administrative Agent and/or any Bank or Bank Affiliate to any new or additional tax or change in any tax with respect to the Notes, the Line of Credit or any Letter of Credit, or change the basis of taxation of payments to the Administrative Agent and/or any Bank or Bank Affiliate of principal, commitment fee, interest, premium, or any other amount payable under the Notes; or (B) impose, modify or hold applicable or change any reserve (including, without limitation, basic, supplemental, marginal and emergency reserves) on an industry-wide special deposit, capital adequacy, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or other credit extended by, or any other acquisition of funds for loans by (including, without limitation, all Eurocurrency funding by all "Eurocurrency liabilities" as defined in Regulation D of the Board of Governors of the Federal Reserve System, as amended) any office of the Administrative Agent and/or any Bank or Bank Affiliate; or (C) impose on the Administrative Agent and/or any Bank or Bank Affiliate any other condition or change therein; and the result of any of the foregoing is to increase the cost to the Administrative Agent and/or any Bank or Bank Affiliate of making, renewing or maintaining advances or extensions of credit or to reduce any amount receivable thereon then, in any such case, the Company shall promptly pay the Administrative Agent, upon a Request, such amounts as will compensate the Administrative Agent and/or any Bank or Bank Affiliate for such additional cost or reduced amount receivable. Upon the failure of the Company to compensate the Administrative Agent and/or the Bank or the Bank Affiliate for the amounts set forth herein within ten (10) Business Days of a Request, then, at the Administrative Agent's option, the obligation of the Banks or any Bank Affiliates to make, convert and maintain advances hereunder as loans under which the Interest Rate is the LIBOR Rate, and the right of the Company to elect that the Interest Rate be the LIBOR Rate, shall forthwith be unavailable and the Interest Rate hereunder shall be automatically converted to the Prime Rate. (ii) If the Administrative Agent and/or any Bank or Bank Affiliate becomes entitled to claim any additional amounts payable pursuant to this subsection (b), the Administrative Agent shall promptly submit to the Company a Request with respect to such entitlement. A certificate as to any additional amounts payable pursuant to the foregoing submitted by the Administrative Agent (and signed by an authorized officer of the Administrative Agent) to the Company shall, absent manifest error, be conclusive. Each Bank shall notify the Administrative Agent in writing of any demand hereunder, which notice shall include the aforementioned certificate. (iii) If a Request is given, the Company shall have the option, exercisable by notice to the Administrative Agent given within five (5) Business Days' after the Company's receipt of such notice, to convert the Interest Rate to the LIBOR Rate, or the Prime Rate, as applicable; provided, however, that if the Company makes such election, or if the Interest Rate is converted to another Interest Rate pursuant to this subsection (b), the Company shall pay any Breakage Costs incurred in making any such conversion to the Administrative Agent promptly, upon demand, for its account and/or the account of any such Bank or Bank Affiliate. The Administrative Agent shall certify such costs to the Company, which certification may be based on certifications submitted to the Administrative Agent, and such certification shall be binding absent manifest error. (c) If any Bank shall have determined that (i) the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", (ii) the adoption after the date hereof of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or (iii) any change in the interpretation or administration thereof, or compliance by the Banks or any of their parent bank holding companies with any requirement or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, except any such adoption or change or any such compliance with a request or directive which applies or has been applied solely to the Banks or any of their parent bank holding companies by reason of events or conditions relating solely to the Banks, has the effect of reducing the rate of return on the Banks or any of their parent bank holding companies capital as a consequence of its commitment hereunder or to a level below that which the Banks or such holding companies could have achieved but for such adoption, change or compliance by an amount deemed by the Banks to be material (for which reduction of the rate of return shall be determined by the Banks' or any such holding company's reasonable allocation of such reduction of the rate of return resulting from such event) then, upon the submission of a Request by the Administrative Agent, the Company shall pay to the Administrative Agent, from time to time as specified by the Administrative Agent, such additional amount or amounts which shall be sufficient to compensate the affected Bank(s) for such reduction. A certificate as to such increased cost incurred by a Bank as a result of any event mentioned in this subsection (c), prepared in reasonable detail (which shall include the method employed by such Bank in determining the allocation of such costs to the Company) and otherwise in accordance with this subsection (c) submitted by the Administrative Agent to the Company, shall be conclusive evidence, absent manifest error, as to the amount thereof. Each Bank shall notify the Agent in writing of any Request hereunder, which notice shall include the aforementioned certificate. (d) Except as otherwise specifically provided in this Section, amounts payable by the Company pursuant to this Section shall be payable within ten (10) Business Days of receipt by the Company of a Request. (e) Any certificate relating to a Request shall provide reasonable supporting documentation relative to the calculation of any amounts set forth thereon. (f) Notwithstanding any provision of this Section 2.5.6. to the contrary, prior to giving any Request, the Agent or the Bank providing such Request shall first use its best efforts (which shall not require additional costs or administrative burdens on the Agent or the Bank) to take such steps (including, without limitation, changing its head office or Eurodollar Office) as would eliminate or reduce any cost or expense to be borne by the Company under this Section 2.5.6. (g) In lieu of paying any Request, the Company shall have the right, within thirty (30) Business Days of the delivery of such Request, to terminate the Commitments by prepaying the entire principal amount due and payable under this Agreement, the Notes and the Other Documents in accordance with Section 2.5.8. hereof. In such an event, the Company shall have no liability to pay any Request. (h) Notwithstanding any provision of this Section 2.5.6. to the contrary, in no event shall Borrower be obligated to pay any Request which relates to any income, excise or franchise taxes imposed or sought to be imposed on the Agents or any of the Banks.