Common use of Other Increased Costs Clause in Contracts

Other Increased Costs. In the event that at any time after the date of this Agreement any change in law such as described in Section 11.5 hereof, shall, in the opinion of the Agent or any of the Banks (as certified to Agent in writing by such Bank) require that the Revolving Credit, the Swing Line, or any other Indebtedness or commitment under this Agreement or any of the other Loan Documents be treated as an asset or otherwise be included for purposes of calculating the appropriate amount of capital to be maintained by each of the Banks or any corporation controlling such Banks, as the case may be (or shall increase the amount of capital required under such law, as of the date hereof, to be so maintained), the Agent, in consultation with the Banks, shall notify the Company. The Company and the Agent shall thereafter negotiate in good faith an agreement to increase the Revolving Credit Facility Fee, or other fees payable to the Agent, for the benefit of the Banks under this Agreement, which in the opinion of the Agent (in consultation with the Banks), will adequately compensate the Banks for the costs associated with such change in law. If such increase is approved in writing by the Company within thirty (30) days from the date of the notice to the Company from the Agent, the Revolving Credit Facility Fee or other fees (if applicable) payable by the Company under this Agreement shall, effective from the date of such agreement, include the amount of such agreed increase. If the Company and the Agent (in consultation with the Banks) are unable to agree on such an increase within thirty (30) days from the date of the notice to the Company, the Company shall have the option, exercised by written notice to the Agent within forty-five (45) days from the date of the aforesaid notice to the Company from the Agent, to terminate the Revolving Credit and the Swing Line, as the case may be, or other commitments if applicable, in which event, all sums then outstanding to Banks and to Agent hereunder shall be due and payable in full. If (a) the Company and the Agent (in consultation with the Banks) fail to agree on an increase in the Revolving Credit Facility Fee or other fees (if applicable), and (b) the Company fails to give timely notice that it has elected to exercise its option to terminate the Revolving Credit or other commitments, if applicable, as set forth above, then the Revolving Credit and the Swing Line, and such other commitments shall automatically terminate as of the last day of the aforesaid forty-five (45) day period, in which event all sums then outstanding to Banks and to Agent hereunder shall be due and payable in full.

Other Increased Costs. In the event that at any time after the date hereof the adoption of this Agreement or any change in law such as described any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in Section 11.5 hereof, shall, in the opinion of the Agent effect and whether or not presently applicable to any of the Banks (as certified to Agent in writing by such Bank) require that the Revolving Credit, the Swing LineBank or Agent, or any other Indebtedness interpretation or commitment under this Agreement administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank or Agent with any guideline, request or directive of any such authority (whether or not having the other Loan Documents be treated as an asset force of law), including any risk based capital guidelines, affects or otherwise be included for purposes of calculating would affect the appropriate amount of capital required or expected to be maintained by each of the Banks such Bank or Agent (or any corporation controlling such Banks, as the case may be (Bank or shall increase the amount of capital required under Agent) and such law, as of the date hereof, to be so maintained), the Bank or Agent, in consultation with the Banks, shall notify the Company. The Company and the Agent shall thereafter negotiate in good faith an agreement to increase the Revolving Credit Facility Fee, or other fees payable to the Agent, for the benefit of the Banks under this Agreement, which in the opinion of the Agent (in consultation with the Banks), will adequately compensate the Banks for the costs associated with such change in law. If such increase is approved in writing by the Company within thirty (30) days from the date of the notice to the Company from the Agent, the Revolving Credit Facility Fee or other fees (if applicable) payable by the Company under this Agreement shall, effective from the date of such agreement, include the amount of such agreed increase. If the Company and the Agent (in consultation with the Banks) are unable to agree on such an increase within thirty (30) days from the date of the notice to the Company, the Company shall have the option, exercised by written notice to the Agent within forty-five (45) days from the date of the aforesaid notice to the Company from the Agent, to terminate the Revolving Credit and the Swing Line, as the case may be, determines that the amount of such capital is increased by or other commitments if applicablebased upon the existence of such Bank's or Agent's obligations or Advances hereunder and such increase has the effect of reducing the rate of return on such Bank's or Agent's (or such controlling corporation's) capital as a consequence of such obligations or Advances hereunder to a level below that which such Bank or Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Bank or Agent to be material (collectively, "Increased Costs"), then Agent or such Bank shall notify the Company, and thereafter the Company shall pay to such Bank or Agent, as the case may be, from time to time, upon request by such Bank or Agent, additional amounts sufficient to compensate such Bank or Agent (or such controlling corporation) for any increase in the amount of capital and reduced rate of return which eventsuch Bank or Agent reasonably determines to be allocable to the existence of such Bank's or Agent's obligations or Advances hereunder; provided, all sums then outstanding however that the Company shall not be obligated to Banks and reimburse any Bank for any Increased Costs pursuant to Agent hereunder shall be due and payable in full. If (a) the this Section 12.7 unless such Bank notifies Company and the Agent within 180 days after such affected Bank has obtained actual knowledge of such Increased Costs (but in consultation any event within 365 days after such affected Bank is required to comply with the Banks) fail applicable change in law). A statement as to agree on an increase the amount of such compensation, prepared in the Revolving Credit Facility Fee good faith and in reasonable detail by such Bank or other fees (if applicable), and (b) the Company fails to give timely notice that it has elected to exercise its option to terminate the Revolving Credit or other commitments, if applicableAgent, as set forth abovethe case may be, then the Revolving Credit and the Swing Line, and such other commitments shall automatically terminate as of the last day of the aforesaid forty-five (45) day period, in which event all sums then outstanding to Banks and to Agent hereunder shall be due submitted by such Bank or by Agent to the Company, reasonably promptly after becoming aware of any event described in this Section 12.7 and payable shall be conclusive, absent manifest error in fullcomputation.

Other Increased Costs. In the event that at any time after the date hereof the adoption of this Agreement or any change in law such as described any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in Section 11.5 hereof, shall, in the opinion of the Agent effect and whether or not presently applicable to any of the Banks (as certified to Agent in writing by such Bank) require that the Revolving Credit, the Swing LineBank or Agent, or any other Indebtedness interpretation or commitment under this Agreement administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank or Agent with any guideline, request or directive of any such authority (whether or not having the other Loan Documents be treated as an asset force of law), including any risk based capital guidelines, affects or otherwise be included for purposes of calculating would affect the appropriate amount of capital required or expected to be maintained by each of the Banks such Bank or Agent (or any corporation controlling such Banks, as the case may be (Bank or shall increase the amount of capital required under Agent) and such law, as of the date hereof, to be so maintained), the Bank or Agent, in consultation with the Banks, shall notify the Company. The Company and the Agent shall thereafter negotiate in good faith an agreement to increase the Revolving Credit Facility Fee, or other fees payable to the Agent, for the benefit of the Banks under this Agreement, which in the opinion of the Agent (in consultation with the Banks), will adequately compensate the Banks for the costs associated with such change in law. If such increase is approved in writing by the Company within thirty (30) days from the date of the notice to the Company from the Agent, the Revolving Credit Facility Fee or other fees (if applicable) payable by the Company under this Agreement shall, effective from the date of such agreement, include the amount of such agreed increase. If the Company and the Agent (in consultation with the Banks) are unable to agree on such an increase within thirty (30) days from the date of the notice to the Company, the Company shall have the option, exercised by written notice to the Agent within forty-five (45) days from the date of the aforesaid notice to the Company from the Agent, to terminate the Revolving Credit and the Swing Line, as the case may be, determines that the amount of such capital is increased by or other commitments if applicablebased upon the existence of such Bank's or Agent's obligations or Advances hereunder and such increase has the effect of reducing the rate of return on such Bank's or Agent's (or such controlling corporation's) capital as a consequence of such obligations or Advances hereunder to a level below that which such Bank or Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Bank or Agent to be material, in which event, all sums then outstanding to Banks and to Agent hereunder shall be due and payable in full. If (a) the Company and shall pay to such Bank or Agent, as the case may be, from time to time, upon request by such Bank or Agent, additional amounts sufficient to compensate such Bank or Agent (in consultation with the Banksor such controlling corporation) fail to agree on an for any increase in the Revolving Credit Facility Fee amount of capital and reduced rate of return which such Bank or other fees (if applicable)Agent reasonably determines to be allocable to the existence of such Bank's or Agent's obligations or Advances hereunder. A statement as to the amount of such compensation, prepared in good faith and (b) the Company fails to give timely notice that it has elected to exercise its option to terminate the Revolving Credit in reasonable detail by such Bank or other commitments, if applicableAgent, as set forth abovethe case may be, then the Revolving Credit and the Swing Line, and such other commitments shall automatically terminate as of the last day of the aforesaid forty-five (45) day period, in which event all sums then outstanding to Banks and to Agent hereunder shall be due submitted by such Bank or by Agent to the Company, reasonably promptly after becoming aware of any event described in this Section 12.6 and payable shall be conclusive, absent manifest error in fullcomputation.

Other Increased Costs. In the event that at any time after the date of this Agreement any change in law such as described in Section 11.5 11.7 hereof, shall, in the opinion of the Agent or any of the Banks (as certified to Agent in writing by such Bank) require that the Revolving Credit, the Swing Line, or any other Indebtedness or commitment under this Agreement or any of the other Loan Documents be treated as an asset or otherwise be included for purposes of calculating the appropriate amount of capital to be maintained by each of the Banks or any corporation controlling such Banks, as the case may be (or shall increase the amount of capital required under such law, as of the date hereof, to be so maintained), the Agent, in consultation with the Banks, shall notify the Company. The Company and the Agent shall thereafter negotiate in good faith an agreement to increase the Revolving Credit Facility Fee, or other fees payable to the Agent, for the benefit of the Banks under this Agreement, which in the opinion of the Agent (in consultation with the Banks), will adequately compensate the Banks for the costs associated with such change in law. If such increase is approved in writing by the Company within thirty (30) days from the date of the notice to the Company from the Agent, the Revolving Credit Facility Fee or other fees (if applicable) payable by the Company under this Agreement shall, effective from the date of such agreement, include the amount of such agreed increase. If the Company and the Agent (in consultation with the Banks) are unable to agree on such an increase within thirty (30) days from the date of the notice to the Company, the Company shall have the option, exercised by written notice to the Agent within forty-five (45) days from the date of the aforesaid notice to the Company from the Agent, to terminate the Revolving Credit and the Swing Line, as the case may be, or other commitments if applicable, in which event, all sums then outstanding to Banks and to Agent hereunder shall be due and payable in full. If (a) the Company and the Agent (in consultation with the Banks) fail to agree on an increase in the Revolving Credit Facility Fee or other fees (if applicable), and (b) the Company fails to give timely notice that it has elected to exercise its option to terminate the Revolving Credit or other commitments, if applicable, as set forth above, then the Revolving Credit and the Swing Line, and such other commitments shall automatically terminate as of the last day of the aforesaid forty-five (45) day period, in which event all sums then outstanding to Banks and to Agent hereunder shall be due and payable in full.

Other Increased Costs. In the event that at any time after the date of this Agreement any change in law such as described in Section 11.5 11.7 hereof, shall, in the opinion of the Agent or any of the Banks (as certified to Agent in writing by such Bank) require that the Revolving Credit, the Swing Line, the Line of Credit or any other Indebtedness or commitment under this Agreement or any of the other Loan Documents be treated as an asset or otherwise be included for purposes of calculating the appropriate amount of capital to be maintained by each of the Banks or any corporation controlling such Banks, as the case may be (or shall increase the amount of capital required under such law, as of the date hereof, to be so maintained), the Agent, in consultation with the Banks, shall notify the Company. The Company and the Agent shall thereafter negotiate in good faith an agreement to increase the Revolving Credit Facility Fee, Line of Credit Facility Fee or other fees payable to the Agent, for the benefit of the Banks under this Agreement, which in the opinion of the Agent (in consultation with the Banks), will adequately compensate the Banks for the costs associated with such change in law. If such increase is approved in writing by the Company within thirty (30) days from the date of the notice to the Company from the Agent, the Revolving Credit Facility Fee, Line of Credit Facility Fee or other fees (if 139 150 applicable) payable by the Company under this Agreement shall, effective from the date of such agreement, include the amount of such agreed increase. If the Company and the Agent (in consultation with the Banks) are unable to agree on such an increase within thirty (30) days from the date of the notice to the Company, the Company shall have the option, exercised by written notice to the Agent within forty-five (45) days from the date of the aforesaid notice to the Company from the Agent, to terminate the Line of Credit and/or Revolving Credit and the Swing Line, as the case may be, or other commitments if applicable, in which event, all sums then outstanding to Banks and to Agent hereunder shall be due and payable in full. If (a) the Company and the Agent (in consultation with the Banks) fail to agree on an increase in the Revolving Credit Facility Fee, Line of Credit Facility Fee or other fees (if applicable), and (b) the Company fails to give timely notice that it has elected to exercise its option to terminate the Revolving Credit or other commitments, if applicable, as set forth above, then the Revolving Credit and the Swing Line, and/or the Line of Credit and such other commitments shall automatically terminate as of the last day of the aforesaid forty-five (45) day period, in which event all sums then outstanding to Banks and to Agent hereunder shall be due and payable in full.

Other Increased Costs. In the event that at any time after the date hereof the adoption of this Agreement or any change in law such as described any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in Section 11.5 hereof, shall, in the opinion of the Agent effect and whether or not presently applicable to any of the Banks (as certified to Agent in writing by such Bank) require that the Revolving Credit, the Swing LineBank or Agent, or any other Indebtedness interpretation or commitment under this Agreement administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank or Agent with any guideline, request or directive of any such authority (whether or not having the other Loan Documents be treated as an asset force of law), including any risk based capital guidelines, affects or otherwise be included for purposes of calculating would affect the appropriate amount of capital required or expected to be maintained by each of the Banks such Bank or Agent (or any corporation controlling such Banks, as the case may be (Bank or shall increase the amount of capital required under Agent) and such law, as of the date hereof, to be so maintained), the Bank or Agent, in consultation with the Banks, shall notify the Company. The Company and the Agent shall thereafter negotiate in good faith an agreement to increase the Revolving Credit Facility Fee, or other fees payable to the Agent, for the benefit of the Banks under this Agreement, which in the opinion of the Agent (in consultation with the Banks), will adequately compensate the Banks for the costs associated with such change in law. If such increase is approved in writing by the Company within thirty (30) days from the date of the notice to the Company from the Agent, the Revolving Credit Facility Fee or other fees (if applicable) payable by the Company under this Agreement shall, effective from the date of such agreement, include the amount of such agreed increase. If the Company and the Agent (in consultation with the Banks) are unable to agree on such an increase within thirty (30) days from the date of the notice to the Company, the Company shall have the option, exercised by written notice to the Agent within forty-five (45) days from the date of the aforesaid notice to the Company from the Agent, to terminate the Revolving Credit and the Swing Line, as the case may be, reasonably determines that the amount of such capital is increased by or other commitments if applicablebased upon the existence of such Bank's or Agent's obligations hereunder and such increase has the effect of reducing the rate of return on such Bank's or Agent's (or such controlling corporation's) capital as a consequence of such obligations to a level below that which such Bank or Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Bank or Agent to be material, in which event, all sums then outstanding to Banks and to Agent hereunder shall be due and payable in full. If (a) the Company and shall pay to such Bank or Agent, as the case may be, from time to time, upon request by such Bank or Agent, additional amounts sufficient to compensate such Bank or Agent (in consultation with the Banksor such controlling corporation) fail to agree on an for any increase in the Revolving Credit Facility Fee amount of capital and reduced rate of return which such Bank or other fees (if applicable)Agent reasonably determines to be allocable to the existence of such Bank's or Agent's obligations hereunder. A statement as to the amount of such compensation, prepared in good faith and (b) the Company fails to give timely notice that it has elected to exercise its option to terminate the Revolving Credit in reasonable detail by such Bank or other commitments, if applicableAgent, as set forth abovethe case may be, then the Revolving Credit and the Swing Line, and such other commitments shall automatically terminate as of the last day of the aforesaid forty-five (45) day period, in which event all sums then outstanding to Banks and to Agent hereunder shall be due submitted by such Bank or by Agent to the Company, reasonably promptly after becoming aware of any event described in this Section 12.7 and payable shall be conclusive, absent manifest error in fullcomputation.

Other Increased Costs. In respect of Banks other than those to which clause 9.6 applies: (a) in the event that at (x) in the case of subclause (i) below, any time Bank or (y) in the case of clauses (ii) and (iii) below any Bank shall have determined (which determination made in good faith shall in the absence of manifest error be prima facie evidence): (i) on any date on which the cost of funds to any Borrower, as set out in clause 6.1(a)(ii) (the "Costs of Funds"), is determined, that by reason of any changes arising after the date of this Agreement affecting the interbank markets, adequate and fair means do not exist for ascertaining the applicable Costs of Funds on the basis provided for in the relevant Finance Document; or (ii) at any time that a Bank shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Facility because of (x) any change since the date of this Agreement in any applicable law, governmental rule, regulation, guideline, order or request (such as but without limitation (A) a change in the basis of taxation or payment to any Bank of the principal of or interest on any Facility or any other amounts payable hereunder (except for changes with respect to any tax imposed on or determined by reference to the net income or net profits of such Bank pursuant to the laws of the jurisdiction in which such Bank is organised or in which such Bank's principal office or applicable lending office is located or any subdivision thereof or therein or (B) a change in official reserve requirements but in all events excluding reserves required under Regulation D to the extent included in the computation of the Costs of Funds and/or (y) other circumstances affecting such interbank market or the position of such Bank in such market); or (iii) at any time since the date of this Agreement that the making or continuation of any Facility has become unlawful by compliance by such Bank with any law, governmental rule, regulation, guideline or order (or would conflict with any law, governmental rule, regulation, guideline, order or request not having the force of law but with which such Bank customarily complies even though failure to comply therewith would not be unlawful) or has become unpracticable as a result of a contingency occurring after the date of this Agreement which materially and adversely affects the interbank market; then and in any such event such Bank shall promptly give notice (by telephone confirming in writing) to the Borrowers and to the Lead Bank of such determination (which notice the Lead Bank shall promptly transmit to each of the other Banks). Thereafter (x) in the case of sub clause (i) above Facilities to be provided by such Bank shall no longer be available until such time as the relevant Bank notifies the Borrowers and the other Banks that the circumstances giving rise to such notice by the relevant Bank no longer exist notices of drawdown in respect of such Facilities which have not yet been incurred (including by way of conversion) shall be deemed rescinded by the Borrowers, (y) in the case of sub clause (ii) above the Borrowers agree to pay to such Bank upon written demand therefor such additional amounts (in the form of an increased rate of or a different method of calculating interest or otherwise as such Bank in its sole discretion shall determine) as shall be required to compensate such Bank for such increased costs or reductions in amounts received or receivable hereunder (a written notice as to the additional amounts owed to such Bank showing in reasonable detail the basis for the calculation thereof submitted to the Borrowers by such Bank in good faith shall in the absence of manifest error be final conclusive and binding although the failure to give any such notice shall not release or diminish any of the Borrowers' obligations to pay additional amounts pursuant to this clause upon the subsequent receipt of such notice) and (z) in the case of sub clause (iii) above the Borrowers shall take one of the actions specified in sub clause 9.7(b) as promptly as possible and in any event within the time period required by law. (b) At any time that any Facility is affected by the circumstances described in sub clauses (a)(ii) or (iii) above the Borrowers may (and in the case of Facilities affected pursuant to sub clause (a) (iii) the Borrowers shall) either (i) if the affected Facility is then being made pursuant to a Borrowing cancel and if necessary prepay such Borrowing by giving the Lead Bank telephone notice (confirmed promptly in writing) thereof on the same date that the Borrowers were notified by a Bank pursuant to sub clauses (a) (ii) or (iii)) or (ii) if the affected Facility is then outstanding upon at least three Business Days notice to the Lead Bank require the affected Bank to convert such Facility into a base rate loan: provided that if more than one Bank is affected at any time then all affected Banks must be treated the same pursuant to this clause 9.7 (b) (c) If any Bank shall have determined that after the date hereof the adoption or effectiveness of any applicable law rule or regulation regarding capital adequacy or any change therein or any change in law such as described in Section 11.5 hereofthe interpretation or administration thereof by any governmental authority, shall, in central bank or comparable agency charged with the opinion of the Agent interpretation or any of the Banks (as certified to Agent in writing administration thereof or compliance by such Bank) require that the Revolving Credit, the Swing Line, or any other Indebtedness or commitment under this Agreement or any of the other Loan Documents be treated as an asset or otherwise be included for purposes of calculating the appropriate amount of capital to be maintained by each of the Banks Bank or any corporation controlling such BanksBank with any request or directive regarding capital adequacy (whether or not having the force of law of any such authority, central bank, or comparable agency has or would have the effect of reducing the rate of return on such Bank's or such other corporation's capital or assets as a consequence of such Bank's Commitments or obligations hereunder to a level below that which such Bank or such other corporation could have achieved but for such adoption effectiveness change or compliance (taking into consideration such Bank's or such other corporation's policies with respect to capital adequacy) then from time to time upon written demand by such Bank (with a copy to the case may be Lead Bank) accompanied by the notice referred to in the last sentence of this sub clause (c) the Borrower shall pay to such Bank such additional amounts as will compensate such Bank or shall increase the amount of capital required under other corporation for such law, as of the date hereof, to be so maintained), the Agent, in consultation with the Banks, shall notify the Companyreduction. The Company and the Agent shall thereafter negotiate Each Bank upon determining in good faith an agreement that any additional amounts will be payable pursuant to increase the Revolving Credit Facility Fee, or other fees payable this sub clause (c) will give prompt written notice thereof to the Agent, for Borrowers (a copy of which shall be sent by such Bank to the benefit Lead Bank) which notice shall set forth in reasonable detail the basis of the Banks calculation of such additional amounts although the failure to give any such notice shall not release or diminish the Borrowers' obligations to pay additional amounts pursuant to this sub clause (c) upon the subsequent receipt of such notice. A Bank's reasonable good faith determination of compensation owing under this Agreement, which sub clause (c) shall in the opinion absence of the Agent (in consultation with the Banks), will adequately compensate the Banks for the costs associated with such change in law. If such increase is approved in writing by the Company within thirty (30) days from the date of the notice to the Company from the Agent, the Revolving Credit Facility Fee or other fees (if applicable) payable by the Company under this Agreement shall, effective from the date of such agreement, include the amount of such agreed increase. If the Company and the Agent (in consultation with the Banks) are unable to agree on such an increase within thirty (30) days from the date of the notice to the Company, the Company shall have the option, exercised by written notice to the Agent within forty-five (45) days from the date of the aforesaid notice to the Company from the Agent, to terminate the Revolving Credit and the Swing Line, as the case may be, or other commitments if applicable, in which event, all sums then outstanding to Banks and to Agent hereunder shall manifest error be due and payable in full. If (a) the Company and the Agent (in consultation with the Banks) fail to agree on an increase in the Revolving Credit Facility Fee or other fees (if applicable), and (b) the Company fails to give timely notice that it has elected to exercise its option to terminate the Revolving Credit or other commitments, if applicable, as set forth above, then the Revolving Credit and the Swing Line, and such other commitments shall automatically terminate as of the last day of the aforesaid forty-five (45) day period, in which event all sums then outstanding to Banks and to Agent hereunder shall be due and payable in fullprima facie evidence.

Other Increased Costs. In the event that at any time after the date hereof the adoption of this Agreement or any change in law such as described any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in Section 11.5 hereof, shall, in the opinion of the Agent effect and whether or not presently applicable to any of the Banks (as certified to Agent in writing by such Bank) require that the Revolving Credit, the Swing LineBank or Agent, or any other Indebtedness interpretation or commitment under this Agreement administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank or Agent with any guideline, request or directive of any such authority (whether or not having the other Loan Documents be treated as an asset force of law), including any risk based capital guidelines, affects or otherwise be included for purposes of calculating would affect the appropriate amount of capital required or expected to be maintained by each of the Banks such Bank or Agent (or any corporation controlling such Banks, as the case may be (Bank or shall increase the amount of capital required under Agent) and such law, as of the date hereof, to be so maintained), the Bank or Agent, in consultation with the Banks, shall notify the Company. The Company and the Agent shall thereafter negotiate in good faith an agreement to increase the Revolving Credit Facility Fee, or other fees payable to the Agent, for the benefit of the Banks under this Agreement, which in the opinion of the Agent (in consultation with the Banks), will adequately compensate the Banks for the costs associated with such change in law. If such increase is approved in writing by the Company within thirty (30) days from the date of the notice to the Company from the Agent, the Revolving Credit Facility Fee or other fees (if applicable) payable by the Company under this Agreement shall, effective from the date of such agreement, include the amount of such agreed increase. If the Company and the Agent (in consultation with the Banks) are unable to agree on such an increase within thirty (30) days from the date of the notice to the Company, the Company shall have the option, exercised by written notice to the Agent within forty-five (45) days from the date of the aforesaid notice to the Company from the Agent, to terminate the Revolving Credit and the Swing Line, as the case may be, determines that the amount of such capital is increased by or other commitments if applicablebased upon the existence of such Bank's or Agent's obligations or Advances hereunder and such increase has the effect of reducing the rate of return on such Bank's or Agent's (or such controlling corporation's) capital as a consequence of such obligations or Advances hereunder to a level below that which such Bank or Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Bank or Agent to be material, in which event, all sums then outstanding to Banks and to Agent hereunder shall be due and payable in full. If (a) the Company and shall pay to such Bank or Agent, as the case may be, from time to time, upon request by such Bank or Agent, additional amounts sufficient to compensate such Bank or Agent (in consultation with the Banksor such controlling corporation) fail to agree on an for any increase in the Revolving Credit Facility Fee amount of capital and reduced rate of return which such Bank or other fees Agent reasonably determines to be allocable to the existence of such Bank's or Agent's obligations or Advances hereunder. A statement as to the amount of such compensation, prepared in good faith and in reasonable detail by such Bank or Agent, as the case may be, shall be submitted by such Bank or by Agent to the Company, reasonably promptly after becoming aware of any event described in this Section 13.7 and shall be conclusive, absent manifest error in computation. Notwithstanding the foregoing contained in this Section 13.7, the Agent, a Bank or such controlling corporation may not make a claim for additional amounts from Company pursuant to this Section 13.7 unless not less than 90 days before the commencement of the time period for which it claims additional amounts (if applicablewhich time period shall commence on a Settlement Date), and the Agent, such Bank or such controlling corporation gives Company a written notice (b"Potential Additional Amount Notice") the Company fails to give timely notice stating that it has elected may assert a claim for additional amounts pursuant to exercise its option to terminate Section 13.7 in the Revolving Credit or other commitments, if applicable, as set forth above, then the Revolving Credit and the Swing Line, and such other commitments shall automatically terminate as of the last day of the aforesaid forty-five (45) day period, in which event all sums then outstanding to Banks and to Agent hereunder shall be due and payable in fullfuture.

Other Increased Costs. In the event that at any time after the date hereof the adoption of this Agreement or any change in law such as described any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in Section 11.5 hereof, shall, in the opinion of the Agent effect and whether or not presently applicable to any of the Banks (as certified to Agent in writing by such Bank) require that the Revolving Credit, the Swing LineBank or Agent, or any other Indebtedness interpretation or commitment under this Agreement administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank or Agent with any guideline, request or directive of any such authority (whether or not having the other Loan Documents be treated as an asset force of law), including any risk based capital guidelines, affects or otherwise be included for purposes of calculating would affect the appropriate amount of capital required or expected to be maintained by each of the Banks such Bank or Agent (or any corporation controlling such Banks, as the case may be (Bank or shall increase the amount of capital required under Agent) and such law, as of the date hereof, to be so maintained), the Bank or Agent, in consultation with the Banks, shall notify the Company. The Company and the Agent shall thereafter negotiate in good faith an agreement to increase the Revolving Credit Facility Fee, or other fees payable to the Agent, for the benefit of the Banks under this Agreement, which in the opinion of the Agent (in consultation with the Banks), will adequately compensate the Banks for the costs associated with such change in law. If such increase is approved in writing by the Company within thirty (30) days from the date of the notice to the Company from the Agent, the Revolving Credit Facility Fee or other fees (if applicable) payable by the Company under this Agreement shall, effective from the date of such agreement, include the amount of such agreed increase. If the Company and the Agent (in consultation with the Banks) are unable to agree on such an increase within thirty (30) days from the date of the notice to the Company, the Company shall have the option, exercised by written notice to the Agent within forty-five (45) days from the date of the aforesaid notice to the Company from the Agent, to terminate the Revolving Credit and the Swing Line, as the case may be, determines that the amount of such capital is increased by or other commitments if applicablebased upon the existence of such Bank's or Agent's obligations or Advances hereunder and such increase has the effect of reducing the rate of return on such Bank's or Agent's (or such controlling corporation's) capital as a consequence of such obligations or Advances hereunder to a level below that which such Bank or Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Bank or Agent to be material, in which event, all sums then outstanding to Banks and to Agent hereunder shall be due and payable in full. If (a) the Company and shall pay to such Bank or Agent, as the case may be, from time to time, upon request by such Bank or Agent, additional amounts sufficient to compensate such Bank or Agent (in consultation with the Banksor such controlling corporation) fail to agree on an for any increase in the Revolving Credit Facility Fee amount of capital and reduced rate of return which such Bank or other fees (if applicable)Agent reasonably determines to be allocable to the existence of such Bank's or Agent's obligations or Advances hereunder. A statement as to the amount of such compensation, prepared in good faith and (b) the Company fails to give timely notice that it has elected to exercise its option to terminate the Revolving Credit in reasonable detail by such Bank or other commitments, if applicableAgent, as set forth abovethe case may be, then the Revolving Credit and the Swing Line, and such other commitments shall automatically terminate as of the last day of the aforesaid forty-five (45) day period, in which event all sums then outstanding to Banks and to Agent hereunder shall be due submitted by such Bank or by Agent to the Company, reasonably promptly after becoming aware of any event described in this Section 12.7 and payable shall be conclusive, absent manifest error in fullcomputation.

Other Increased Costs. In the event that at any time after the date hereof the --------------------- adoption of this Agreement or any change in law such as described any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in Section 11.5 hereof, shall, in the opinion of the Agent effect and whether or not presently applicable to any of the Banks (as certified to Agent in writing by such Bank) require that the Revolving Credit, the Swing LineLender or Agent, or any other Indebtedness interpretation or commitment under this Agreement administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Lender or Agent with any guideline, request or directive of any such authority (whether or not having the other Loan Documents be treated as an asset force of law), including any risk based capital guidelines, affects or otherwise be included for purposes of calculating would affect the appropriate amount of capital required or expected to be maintained by each of the Banks such Lender or Agent (or any corporation controlling such Banks, as the case may be (Lender or shall increase the amount of capital required under Agent) and such law, as of the date hereof, to be so maintained), the Lender or Agent, in consultation with the Banks, shall notify the Company. The Company and the Agent shall thereafter negotiate in good faith an agreement to increase the Revolving Credit Facility Fee, or other fees payable to the Agent, for the benefit of the Banks under this Agreement, which in the opinion of the Agent (in consultation with the Banks), will adequately compensate the Banks for the costs associated with such change in law. If such increase is approved in writing by the Company within thirty (30) days from the date of the notice to the Company from the Agent, the Revolving Credit Facility Fee or other fees (if applicable) payable by the Company under this Agreement shall, effective from the date of such agreement, include the amount of such agreed increase. If the Company and the Agent (in consultation with the Banks) are unable to agree on such an increase within thirty (30) days from the date of the notice to the Company, the Company shall have the option, exercised by written notice to the Agent within forty-five (45) days from the date of the aforesaid notice to the Company from the Agent, to terminate the Revolving Credit and the Swing Line, as the case may be, determines that the amount of such capital is increased by or other commitments if applicablebased upon the existence of such Lender's or Agent's obligations or Advances hereunder and such increase has the effect of reducing the rate of return on such Lender's or Agent's (or such controlling corporation's) capital as a consequence of such obligations or Advances hereunder to a level below that which such Lender or Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Lender or Agent to be material (collectively, "Increased Costs"), then Agent or such Lender shall notify the Company, and thereafter the Company shall pay to such Lender or Agent, as the case may be, from time to time, upon request by such Lender or Agent, additional amounts sufficient to compensate such Lender or Agent (or such controlling corporation) for any increase in the amount of capital and reduced rate of return which eventsuch Lender or Agent reasonably determines to be allocable to the existence of such Lender's or Agent's obligations or Advances hereunder; provided, all sums then outstanding however that the Company shall not be obligated to Banks and reimburse any Lender for any Increased Costs pursuant to Agent hereunder shall be due and payable in full. If (a) the this Section 12.7 unless such Lender notifies Company and the Agent within 180 days after such affected Lender has obtained actual knowledge of such Increased Costs (but in consultation any event within 365 days after such affected Lender is required to comply with the Banks) fail applicable change in law). A statement as to agree on an increase the amount of such compensation, prepared in the Revolving Credit Facility Fee good faith and in reasonable detail by such Lender or other fees (if applicable), and (b) the Company fails to give timely notice that it has elected to exercise its option to terminate the Revolving Credit or other commitments, if applicableAgent, as set forth abovethe case may be, then the Revolving Credit and the Swing Line, and such other commitments shall automatically terminate as of the last day of the aforesaid forty-five (45) day period, in which event all sums then outstanding to Banks and to Agent hereunder shall be due submitted by such Lender or by Agent to the Company, reasonably promptly after becoming aware of any event described in this Section 12.7 and payable in fullshall be conclusive, absent manifest error.

Other Increased Costs. In the event that at any time after the date hereof the adoption of this Agreement or any change in law such as described any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in Section 11.5 hereof, shall, in the opinion of the Agent effect and whether or not presently applicable to any of the Banks (as certified to Agent in writing by such Bank) require that the Revolving Credit, the Swing LineBank or Agent, or any other Indebtedness interpretation or commitment under this Agreement administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank or Agent with any guideline, request or directive of any such authority (whether or not having the other Loan Documents be treated as an asset force of law), including any risk based capital guidelines, affects or otherwise be included for purposes of calculating would affect the appropriate amount of capital required or expected to be maintained by each of the Banks such Bank or Agent (or any corporation controlling such Banks, as the case may be (Bank or shall increase the amount of capital required under Agent) and such law, as of the date hereof, to be so maintained), the 73 Bank or Agent, in consultation with the Banks, shall notify the Company. The Company and the Agent shall thereafter negotiate in good faith an agreement to increase the Revolving Credit Facility Fee, or other fees payable to the Agent, for the benefit of the Banks under this Agreement, which in the opinion of the Agent (in consultation with the Banks), will adequately compensate the Banks for the costs associated with such change in law. If such increase is approved in writing by the Company within thirty (30) days from the date of the notice to the Company from the Agent, the Revolving Credit Facility Fee or other fees (if applicable) payable by the Company under this Agreement shall, effective from the date of such agreement, include the amount of such agreed increase. If the Company and the Agent (in consultation with the Banks) are unable to agree on such an increase within thirty (30) days from the date of the notice to the Company, the Company shall have the option, exercised by written notice to the Agent within forty-five (45) days from the date of the aforesaid notice to the Company from the Agent, to terminate the Revolving Credit and the Swing Line, as the case may be, determines that the amount of such capital is increased by or other commitments if applicable, in based upon the existence of such Bank's or Agent's obligations or Advances hereunder and such increase has the effect of reducing the rate of return on such Bank's or Agent's (or such controlling corporation's) capital as a consequence of such obligations or Advances hereunder to a level below that which event, all sums then outstanding to Banks and to Agent hereunder shall be due and payable in full. If (a) the Company and the such Bank or Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Bank or Agent to be material (collectively, "Increased Costs"), then Agent or such Bank shall notify the Borrowers, and thereafter the Borrowers shall pay to such Bank or Agent, as the case may be, from time to time, promptly upon request (and in consultation with the Banksany event within fifteen (15) fail Business Days) by such Bank or Agent, additional amounts sufficient to agree on an compensate such Bank or Agent (or such controlling corporation) for any increase in the Revolving Credit Facility Fee amount of capital and reduced rate of return which such Bank or other fees (if applicable)Agent reasonably determines to be allocable to the existence of such Bank's or Agent's obligations or Advances hereunder. A statement as to the amount of such compensation, prepared in good faith and (b) the Company fails to give timely notice that it has elected to exercise its option to terminate the Revolving Credit in reasonable detail by such Bank or other commitments, if applicableAgent, as set forth abovethe case may be, then the Revolving Credit and the Swing Line, and such other commitments shall automatically terminate as of the last day of the aforesaid forty-five (45) day period, in which event all sums then outstanding to Banks and to Agent hereunder shall be due submitted by such Bank or by Agent to the Borrowers, reasonably promptly after becoming aware of any event described in this Section 12.7 and payable shall be conclusive, absent manifest error in fullcomputation.

Other Increased Costs. In the event that at any time after Change in Law affects or would affect the date of this Agreement any change in law such as described in Section 11.5 hereof, shall, in the opinion of the Agent or any of the Banks (as certified to Agent in writing by such Bank) require that the Revolving Credit, the Swing Line, or any other Indebtedness or commitment under this Agreement or any of the other Loan Documents be treated as an asset or otherwise be included for purposes of calculating the appropriate amount of capital or liquidity required or expected to be maintained by each of the Banks Bank (or any corporation controlling Bank) and Bank determines that the amount of such Banks, as capital or liquidity is increased by or based upon the case may be existence of Bank's obligations or Advances hereunder and such increase has the effect of reducing the rate of return on Bank's (or such controlling corporation's) capital as a consequence of such obligations or Advances hereunder to a level below that which Bank (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy and liquidity) by an amount deemed by Bank to be material, then the Borrower shall pay to Bank, from time to time, upon request by such Bank, additional amounts sufficient to compensate such Bank (or such controlling corporation) for any increase in the amount of capital and/or liquidity and reduced rate of return which Bank reasonably determines to be allocable to the existence of Bank's obligations or Advances hereunder. A statement as to the amount of such compensation, prepared in good faith and in reasonable detail by Bank, shall be submitted by Bank to the Borrower, reasonably promptly after becoming aware of any event described in this Section 10.6 and shall be conclusive, absent manifest error in computation. 7. Except as modified hereby, all of the terms and conditions of the Agreement shall remain in full force and effect. Capitalized terms used but not defined herein shall have the meanings given them in the Agreement. 8. Company hereby represents and warrants that, after giving effect to the amendments contained herein, (a) execution, delivery and performance of this Amendment and any other documents and instruments required under such lawthis Amendment or the Agreement are within Company’s corporate powers, have been duly authorized, are not in contravention of law or the terms of Company’s Certificate of Incorporation or Bylaws, and do not require the consent or approval of any governmental body, agency, or authority; and this Amendment and any other documents and instruments required under this Amendment or the Agreement, will be valid and binding in accordance with their terms; (b) the continuing representations and warranties of Company in Sections 4.1 through 4.17 of the Agreement, as updated by the quarterly financial statements of the Company and the Parent, are true and correct on and as of the date hereof with the same force and effect as if made on and as of the date hereof, to be so maintained), the Agent, in consultation with the Banks, shall notify the Company. The Company ; and the Agent shall thereafter negotiate in good faith an agreement to increase the Revolving Credit Facility Fee, (c) no Default or other fees payable to the Agent, for the benefit Event of Default has occurred and is continuing as of the Banks under this Agreement, which in the opinion date hereof. 9. This Amendment shall be effective as of the Agent (in consultation with the Banks), will adequately compensate the Banks for the costs associated with such change in law. If such increase is approved in writing by the Company within thirty (30) days from the date of the notice to the Company from the Agent, the Revolving Credit Facility Fee or other fees (if applicable) payable by the Company under this Agreement shall, effective from the date of such agreement, include the amount of such agreed increase. If the Company and the Agent (in consultation with the Banks) are unable to agree on such an increase within thirty (30) days from the date of the notice to the Company, the Company shall have the option, exercised by written notice to the Agent within forty-five (45) days from the date of the aforesaid notice to the Company from the Agent, to terminate the Revolving Credit and the Swing Line, as the case may be, or other commitments if applicable, in which event, all sums then outstanding to Banks and to Agent hereunder shall be due and payable in full. If (a) the Company and the Agent (in consultation with the Banks) fail to agree on an increase in the Revolving Credit Facility Fee or other fees (if applicable), and (b) the Company fails to give timely notice that it has elected to exercise its option to terminate the Revolving Credit or other commitments, if applicable, as set forth above, then the Revolving Credit and the Swing Line, and such other commitments shall automatically terminate as of the last day of the aforesaid forty-five (45) day period, in which event all sums then outstanding to Banks and to Agent hereunder shall be due and payable in full.

Other Increased Costs. In the event that at any time after the date hereof the adoption of this Agreement or any change in law such as described any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in Section 11.5 hereof, shall, in the opinion of the Agent effect and whether or not presently applicable to any of the Banks (as certified to Agent in writing by such Bank) require that the Revolving Credit, the Swing LineBank or Agent, or any other Indebtedness interpretation or commitment under this Agreement administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank or Agent with any guideline, request or directive of any such authority (whether or not having the other Loan Documents be treated as an asset force of law), including any risk based capital guidelines, affects or otherwise be included for purposes of calculating would affect the appropriate amount of capital required or expected to be maintained by each of the Banks such Bank or Agent (or any corporation controlling such Banks, as the case may be (Bank or shall increase the amount of capital required under Agent) and such law, as of the date hereof, to be so maintained), the Bank or Agent, in consultation with the Banks, shall notify the Company. The Company and the Agent shall thereafter negotiate in good faith an agreement to increase the Revolving Credit Facility Fee, or other fees payable to the Agent, for the benefit of the Banks under this Agreement, which in the opinion of the Agent (in consultation with the Banks), will adequately compensate the Banks for the costs associated with such change in law. If such increase is approved in writing by the Company within thirty (30) days from the date of the notice to the Company from the Agent, the Revolving Credit Facility Fee or other fees (if applicable) payable by the Company under this Agreement shall, effective from the date of such agreement, include the amount of such agreed increase. If the Company and the Agent (in consultation with the Banks) are unable to agree on such an increase within thirty (30) days from the date of the notice to the Company, the Company shall have the option, exercised by written notice to the Agent within forty-five (45) days from the date of the aforesaid notice to the Company from the Agent, to terminate the Revolving Credit and the Swing Line, as the case may be, determines that the amount of such capital is increased by or other commitments if applicablebased upon the existence of such Bank's or Agent's obligations or Advances hereunder and such increase has the effect of reducing the rate of return on such Bank's or Agent's (or such controlling corporation's) capital as a consequence of such obligations or Advances hereunder to a level below that which such Bank or Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Bank or Agent to be material (collectively, "Increased Costs"), then Agent or such Bank shall notify the Company, and thereafter the Company shall pay to such Bank or Agent, as the case may be, from time to time, upon request by such Bank or Agent, additional amounts sufficient to compensate such Bank or Agent (or such controlling corporation) for any increase in the amount of capital and reduced rate of return which eventsuch Bank or Agent reasonably determines to be allocable to the existence of such Bank's or Agent's obligations or Advances hereunder; provided, all sums then outstanding however that the Company shall not be obligated to Banks and reimburse any Bank for any Increased Costs pursuant to Agent hereunder shall be due and payable in full. If (a) the this Section 12.7 unless such Bank notifies Company and the Agent within 180 days after such affected Bank has obtained actual knowledge of such Increased Costs (but in consultation any event within 365 days after such affected Bank is required to comply with the Banks) fail applicable change in law). A statement as to agree on an increase the amount of such compensation, prepared in the Revolving Credit Facility Fee good faith and in reasonable detail by such Bank or other fees (if applicable), and (b) the Company fails to give timely notice that it has elected to exercise its option to terminate the Revolving Credit or other commitments, if applicableAgent, as set forth abovethe case may be, then the Revolving Credit and the Swing Line, and such other commitments shall automatically terminate as of the last day of the aforesaid forty-five (45) day period, in which event all sums then outstanding to Banks and to Agent hereunder shall be due submitted by such Bank or by Agent to the 84 EXHIBIT 10.1 Company, reasonably promptly after becoming aware of any event described in this Section 12.7 and payable shall be conclusive, absent manifest error in fullcomputation.

Other Increased Costs. In the event that at any time after the date of this Agreement any change in law such as described in Section 11.5 11.7 hereof, shall, in the opinion of the Agent or any of the Banks (as certified to Agent in writing by such Bank) require that the Revolving Credit, the Swing Line, or any other Indebtedness or commitment under this Agreement or any of the other Loan Documents be treated as an asset or otherwise be included for purposes of calculating the appropriate amount of capital to be maintained by each of the 106 Banks or any corporation controlling such Banks, as the case may be (or shall increase the amount of capital required under such law, as of the date hereof, to be so maintained), the Agent, in consultation with the Banks, shall notify the Company. The Company and the Agent shall thereafter negotiate in good faith an agreement to increase the Revolving Credit Facility Fee, or other fees payable to the Agent, for the benefit of the Banks under this Agreement, which in the opinion of the Agent (in consultation with the Banks), will adequately compensate the Banks for the costs associated with such change in law. If such increase is approved in writing by the Company within thirty (30) days from the date of the notice to the Company from the Agent, the Revolving Credit Facility Fee or other fees (if applicable) payable by the Company under this Agreement shall, effective from the date of such agreement, include the amount of such agreed increase. If the Company and the Agent (in consultation with the Banks) are unable to agree on such an increase within thirty (30) days from the date of the notice to the Company, the Company shall have the option, exercised by written notice to the Agent within forty-five (45) days from the date of the aforesaid notice to the Company from the Agent, to terminate the Revolving Credit and the Swing Line, as the case may be, or other commitments if applicable, in which event, all sums then outstanding to Banks and to Agent hereunder shall be due and payable in full. If (a) the Company and the Agent (in consultation with the Banks) fail to agree on an increase in the Revolving Credit Facility Fee or other fees (if applicable), and (b) the Company fails to give timely notice that it has elected to exercise its option to terminate the Revolving Credit or other commitments, if applicable, as set forth above, then the Revolving Credit and the Swing Line, and such other commitments shall automatically terminate as of the last day of the aforesaid forty-five (45) day period, in which event all sums then outstanding to Banks and to Agent hereunder shall be due and payable in full.

Other Increased Costs. In the event that at any time after the date hereof the adoption of this Agreement or any change in law such as described any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in Section 11.5 hereof, shall, in the opinion of the Agent effect and whether or not presently applicable to any of the Banks (as certified to Agent in writing by such Bank) require that the Revolving Credit, the Swing LineBank or Agent, or any other Indebtedness interpretation or commitment under this Agreement administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank or Agent with any guideline, request or directive of any such authority (whether or not having the other Loan Documents be treated as an asset force of law), including any risk based capital guidelines, affects or otherwise be included for purposes of calculating would affect the appropriate amount of capital required or expected to be maintained by each of the Banks such Bank or Agent (or any corporation controlling such Banks, as the case may be (Bank or shall increase the amount of capital required under Agent) and such law, as of the date hereof, to be so maintained), the Bank or Agent, in consultation with the Banks, shall notify the Company. The Company and the Agent shall thereafter negotiate in good faith an agreement to increase the Revolving Credit Facility Fee, or other fees payable to the Agent, for the benefit of the Banks under this Agreement, which in the opinion of the Agent (in consultation with the Banks), will adequately compensate the Banks for the costs associated with such change in law. If such increase is approved in writing by the Company within thirty (30) days from the date of the notice to the Company from the Agent, the Revolving Credit Facility Fee or other fees (if applicable) payable by the Company under this Agreement shall, effective from the date of such agreement, include the amount of such agreed increase. If the Company and the Agent (in consultation with the Banks) are unable to agree on such an increase within thirty (30) days from the date of the notice to the Company, the Company shall have the option, exercised by written notice to the Agent within forty-five (45) days from the date of the aforesaid notice to the Company from the Agent, to terminate the Revolving Credit and the Swing Line, as the case may be, determines that the amount of such capital is increased by or other commitments if applicablebased upon the existence of such Bank's or Agent's obligations or Advances hereunder and such increase has the effect of reducing the rate of return on such Bank's or Agent's (or such controlling corporation's) capital as a consequence of such obligations, in Advances hereunder to a level below that which eventsuch Bank or Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Bank or Agent to be material, all sums then outstanding to Banks and to Agent hereunder shall be due and payable in full. If (a) the Company and shall pay to such Bank or Agent, as the case may be, from time to time, upon request by such Bank or Agent, additional amounts sufficient to compensate such Bank or Agent (in consultation with the Banksor such controlling corporation) fail to agree on an for any increase in the Revolving Credit Facility Fee amount of capital and reduced rate of return which such Bank or other fees (if applicable)Agent reasonably determines to be allocable to the existence of such Bank's or Agent's obligations or Advances hereunder. A statement as to the amount of such compensation, prepared in good faith and (b) the Company fails to give timely notice that it has elected to exercise its option to terminate the Revolving Credit in reasonable detail by such Bank or other commitments, if applicableAgent, as set forth abovethe case may be, then the Revolving Credit and the Swing Line, and such other commitments shall automatically terminate as of the last day of the aforesaid forty-five (45) day period, in which event all sums then outstanding to Banks and to Agent hereunder shall be due submitted by such Bank or by Agent to the Company, reasonably promptly after becoming aware of any event described in this Section 10.7 and payable shall be conclusive, absent manifest error in fullcomputation.

Other Increased Costs. In the event that at any time after the date hereof the adoption of this Agreement or any change in law such as described any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in Section 11.5 hereof, shall, in the opinion of the Agent effect and whether or not presently applicable to any of the Banks (as certified to Agent in writing by such Bank) require that the Revolving Credit, the Swing LineBank or Agent, or any other Indebtedness interpretation or commitment under this Agreement administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank or Agent with any guideline, request or directive of any such authority (whether or not having the other Loan Documents be treated as an asset force of law), including any risk based capital guidelines, affects or otherwise be included for purposes of calculating would affect the appropriate amount of capital required or expected to be maintained by each of the Banks such Bank or Agent (or any corporation controlling such Banks, as the case may be (Bank or shall increase the amount of capital required under Agent) and such law, as of the date hereof, to be so maintained), the Bank or Agent, in consultation with the Banks, shall notify the Company. The Company and the Agent shall thereafter negotiate in good faith an agreement to increase the Revolving Credit Facility Fee, or other fees payable to the Agent, for the benefit of the Banks under this Agreement, which in the opinion of the Agent (in consultation with the Banks), will adequately compensate the Banks for the costs associated with such change in law. If such increase is approved in writing by the Company within thirty (30) days from the date of the notice to the Company from the Agent, the Revolving Credit Facility Fee or other fees (if applicable) payable by the Company under this Agreement shall, effective from the date of such agreement, include the amount of such agreed increase. If the Company and the Agent (in consultation with the Banks) are unable to agree on such an increase within thirty (30) days from the date of the notice to the Company, the Company shall have the option, exercised by written notice to the Agent within forty-five (45) days from the date of the aforesaid notice to the Company from the Agent, to terminate the Revolving Credit and the Swing Line, as the case may be, determines that the amount of such capital is increased by or other commitments if applicablebased upon the existence of such Bank's or Agent's obligations or Advances hereunder and such increase has the effect of reducing the rate of return on such Bank's or Agent's (or such controlling corporation's) capital as a consequence of such obligations or Advances hereunder to a level below that which such Bank or Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Bank or Agent to be material, in which event, all sums then outstanding to Banks and to Agent hereunder shall be due and payable in full. If (a) the Company and shall pay to such Bank or Agent, as the case may be, from time to time, upon request by such Bank or Agent, additional amounts sufficient to compensate such Bank or Agent (in consultation with the Banksor such controlling corporation) fail to agree on an for any increase in the Revolving Credit Facility Fee amount of capital and reduced rate of return which such Bank or other fees (if applicable)Agent reasonably determines to be allocable to the existence of such Bank's or Agent's obligations or Advances hereunder. A statement as to the amount of such compensation, prepared in good faith and (b) the Company fails to give timely notice that it has elected to exercise its option to terminate the Revolving Credit in reasonable detail by such Bank or other commitments, if applicableAgent, as set forth abovethe case may be, then the Revolving Credit and the Swing Line, and such other commitments shall automatically terminate as of the last day of the aforesaid forty-five (45) day period, in which event all sums then outstanding to Banks and to Agent hereunder shall be due submitted by such Bank or by Agent to the Company, reasonably promptly after becoming aware of any event described in this Section 10.6 and payable shall be conclusive, absent manifest error in fullcomputation.

Other Increased Costs. In the event that at any time after the date hereof the adoption of this Agreement or any change in law such as described any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in Section 11.5 hereof, shall, in the opinion of the Agent effect and whether or not presently applicable to any of the Banks (as certified to Agent in writing by such Bank) require that the Revolving Credit, the Swing LineBank or Agent, or any other Indebtedness interpretation or commitment under this Agreement administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank or Agent with any guideline, request or directive of any such authority (whether or not having the other Loan Documents be treated as an asset force of law), including any risk based capital guidelines, affects or otherwise be included for purposes of calculating would affect the appropriate amount of capital required or expected to be maintained by each of the Banks such Bank or Agent (or any corporation controlling such Banks, as the case may be (Bank or shall increase the amount of capital required under Agent) and such law, as of the date hereof, to be so maintained), the Bank or Agent, in consultation with the Banks, shall notify the Company. The Company and the Agent shall thereafter negotiate in good faith an agreement to increase the Revolving Credit Facility Fee, or other fees payable to the Agent, for the benefit of the Banks under this Agreement, which in the opinion of the Agent (in consultation with the Banks), will adequately compensate the Banks for the costs associated with such change in law. If such increase is approved in writing by the Company within thirty (30) days from the date of the notice to the Company from the Agent, the Revolving Credit Facility Fee or other fees (if applicable) payable by the Company under this Agreement shall, effective from the date of such agreement, include the amount of such agreed increase. If the Company and the Agent (in consultation with the Banks) are unable to agree on such an increase within thirty (30) days from the date of the notice to the Company, the Company shall have the option, exercised by written notice to the Agent within forty-five (45) days from the date of the aforesaid notice to the Company from the Agent, to terminate the Revolving Credit and the Swing Line, as the case may be, determines that the amount of such capital is increased by or other commitments if applicablebased upon the existence of such Bank's or Agent's obligations, in Advances or the Term Loan hereunder and such increase has the effect of reducing the rate of return on such Bank's or Agent's (or such controlling corporation's) capital as a consequence of such obligations, Advances or the Term Loan hereunder to a level below that which eventsuch Bank or Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Bank or Agent to be material, all sums then outstanding to Banks and to Agent hereunder shall be due and payable in full. If (a) the Company and shall pay to such Bank or Agent, as the case may be, from time to time, upon request by such Bank or Agent, additional amounts sufficient to compensate such Bank or Agent (in consultation with the Banksor such controlling corporation) fail to agree on an for any increase in the Revolving Credit Facility Fee amount of capital and reduced rate of return which such Bank or other fees (if applicable)Agent reasonably determines to be allocable to the existence of such Bank's or Agent's obligations, Advances or the Term Loan hereunder. A statement as to the amount of such compensation, prepared in good faith and (b) the Company fails to give timely notice that it has elected to exercise its option to terminate the Revolving Credit in reasonable detail by such Bank or other commitments, if applicableAgent, as set forth abovethe case may be, then the Revolving Credit and the Swing Line, and such other commitments shall automatically terminate as of the last day of the aforesaid forty-five (45) day period, in which event all sums then outstanding to Banks and to Agent hereunder shall be due submitted by such Bank or by Agent to the Company, reasonably promptly after becoming aware of any event described in this Section 10.7 and payable shall be conclusive, absent manifest error in fullcomputation.