Common use of Increased Costs and Capital Adequacy Clause in Contracts

Increased Costs and Capital Adequacy. (a) Borrowers recognize that the cost to Lender of maintaining the Loan or any portion thereof may fluctuate and, Borrowers agree to pay Lender additional amounts to compensate Lender for any increase in its actual costs incurred in maintaining the Loan or any portion thereof outstanding or for the reduction of any amounts received or receivable from Borrowers as a result of: (i) any change after the date hereof in any applicable Law, regulation or treaty, or in the interpretation or administration thereof, or by any domestic or foreign court, (A) changing the basis of taxation of payments under this Agreement to Lender (other than taxes imposed on all or any portion of the overall net income or receipts of Lender), or (B) imposing, modifying or applying any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, credit extended by, or any other acquisition of funds for loans by Lender (which includes the Loan or any applicable portion thereof), or (C) imposing on Lender, or the London interbank market generally, any other condition affecting the Loan, provided that the result of the foregoing is to increase the cost to Lender of maintaining the Loan or any portion thereof or to reduce the amount of any sum received or receivable from Borrowers by Lender under the Loan Documents; or (ii) the maintenance by Lender of reserves in accordance with reserve requirements promulgated by the Board of Governors of the Federal Reserve System of the United States with respect to “Eurocurrency Liabilities” of a similar term to that of the applicable portion of the Loan (without duplication for reserves already accounted for in the calculation of a LIBOR Rate pursuant to the terms hereof). (b) If the application of any Law, rule, regulation or guideline adopted 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”, or the adoption after the date hereof of any other Law, rule, regulation or guideline regarding capital adequacy, or any change after the date hereof in any of the foregoing, or in the interpretation or administration thereof by any domestic or foreign Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Lender, 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 the effect of reducing the rate of return on Lender’s capital to a level below that which Lender would have achieved but for such application, adoption, change or compliance (taking into consideration the policies of Lender with respect to capital adequacy), then, from time to time Borrowers shall pay to Lender such additional amounts as will compensate Lender for such reduction with respect to any portion of the Loan outstanding. (c) Any amount payable by Borrowers under subsection (a) or subsection (b) of this Section 6.1 shall be paid within five (5) days of receipt by Borrowers of a certificate signed by an authorized officer of Lender setting forth the amount due and the basis for the determination of such amount, which statement shall be conclusive and binding upon Borrowers, absent manifest error. Failure on the part of Lender to demand payment from Borrowers for any such amount attributable to any particular period shall not constitute a waiver of Lender’s right to demand payment of such amount for any subsequent or prior period. Lender shall use reasonable efforts to deliver to Borrowers prompt notice of any event described in subsection (a) or (b) above, of the amount of the reserve and capital adequacy payments resulting therefrom and the reasons therefor and of the basis of calculation of such amount; provided, however, that any failure by Lender to so notify Borrowers shall not affect Borrowers’ obligation to pay the reserve and capital adequacy payment resulting therefrom.

Increased Costs and Capital Adequacy. (a) Borrowers recognize that the cost to Lender the Lenders of maintaining the Loan or any portion thereof may fluctuate and, Borrowers agree to pay Lender Agent for the pro rata benefit of the Lenders additional amounts to compensate Lender the Lenders for any increase in its actual costs incurred in maintaining the Loan or any portion thereof outstanding or for the reduction of any amounts received or receivable from Borrowers as a result of: (i) any change after the date hereof in any applicable Law, regulation or treaty, or in the interpretation or administration thereof, or by any domestic or foreign court, (A) changing the basis of taxation of payments under this Agreement to Lender Agent (other than taxes imposed on all or any portion of the overall net income or receipts of any Lender), or (B) imposing, modifying or applying any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, credit extended by, or any other acquisition of funds for loans by Lender Lenders (which includes the Loan or any applicable portion thereof), or (C) imposing on any Lender, or the London interbank market generally, any other condition affecting the Loan, provided that the result of the foregoing is to increase the cost to such Lender of maintaining the Loan or any portion thereof or to reduce the amount of any sum received or receivable from Borrowers Borrower by Lender Lenders under the Loan Documents; or (ii) the maintenance by any Lender of reserves in accordance with reserve requirements promulgated by the Board of Governors of the Federal Reserve System of the United States with respect to “Eurocurrency Liabilities” of a similar term to that of the applicable portion of the Loan (without duplication for reserves already accounted for in the calculation of a LIBOR Rate pursuant to the terms hereof). (b) If the application of any Law, rule, regulation or guideline adopted or arising out of the July, 1988 report of the Basle Basel Committee on Banking Regulations and Supervisory Practices entitled “International Convergence of Capital Measurement and Capital Standards”, or the adoption after the date hereof of any other Law, rule, regulation or guideline regarding capital adequacy, or any change after the date hereof in any of the foregoing, or in the interpretation or administration thereof by any domestic or foreign Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Lender, 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 the effect of reducing the rate of return on Lender’s capital to a level below that which Lender would have achieved but for such application, adoption, change or compliance (taking into consideration the policies of Lender with respect to capital adequacy), then, from time to time Borrowers shall pay to Lender such additional amounts as will compensate Lender for such reduction with respect to any portion of the Loan outstanding. (c) Any amount payable by Borrowers under subsection (a) or subsection (b) of this Section 6.1 shall be paid within five ten (510) days of receipt by Borrowers of a certificate signed by an authorized officer of Lender Agent setting forth the amount due and the basis for the determination of such amount, which statement shall be conclusive and binding upon Borrowers, absent manifest error. Failure on the part of Lender Agent to demand payment from Borrowers for any such amount attributable to any particular period shall not constitute a waiver of each Lender’s right to demand payment of such amount for any subsequent or prior period. Lender Agent shall use reasonable efforts to deliver to Borrowers prompt notice of any event described in subsection (a) or (b) above, of the amount of the reserve and capital adequacy payments resulting therefrom and the reasons therefor and of the basis of calculation of such amount; provided, however, that any failure by Lender Agent to so notify Borrowers shall not affect Borrowers’ obligation to pay the reserve and capital adequacy payment resulting therefrom.

Increased Costs and Capital Adequacy. (a) Borrowers recognize 2.9.1 Borrower recognizes that the cost to any Lender of maintaining the Loan Loans or any portion thereof may fluctuate and, Borrowers agree to the extent that such Lender makes such determination generally with respect to similarly situated borrowers, Borrower agrees to pay Lender Agent additional amounts to compensate any such Lender for any increase in its actual costs incurred in maintaining the Loan Loans or any portion thereof outstanding or for the reduction of any amounts received or receivable from Borrowers Borrower as a result of: (ia) any change after the date hereof in any applicable Lawlaw, regulation or treaty, or in the interpretation or administration thereof, or by any domestic or foreign court, (A) changing the basis of taxation of payments under this Agreement to any Lender (other than taxes imposed on all or any portion of the overall net income or receipts of LenderLenders or franchise taxes), or (B) imposing, modifying or applying any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, credit extended by, or any other acquisition of funds for loans by any Lender (which includes the Loan Loans or any applicable portion thereof) (provided, however, that Borrower shall not be charged again the Reserve Percentage already accounted for in the definition of the Adjusted LIBOR Rate), or (C) imposing on any Lender, or the London interbank market generally, any other condition affecting the Loan, provided that the result of the foregoing is to increase the cost to any Lender of maintaining the Loan Loans or any portion thereof or to reduce the amount of any sum received or receivable from Borrowers Borrower by any Lender under the Loan Documents; or (iib) the maintenance by any Lender of reserves in accordance with reserve requirements promulgated by the Board of Governors of the Federal Reserve System of the United States with respect to “"Eurocurrency Liabilities” " of a similar term to that of the applicable portion of the Loan Loans (without duplication for reserves already accounted for in the calculation of a LIBOR Rate pursuant to the terms hereof). So long as no Event of Default has occurred and is continuing, upon written demand of Borrower, the Borrower may with thirty (30) days' written notice to the Agent, require any such Lender whose costs of maintaining the Loans or any portion thereof has increased as provided for in this Section 2.9.1 to sell and assign its entire interest in the Loans pursuant to Section 13.22 hereof to any Eligible Assignee identified by the Borrower in its demand and reasonably approved by the Agent, upon payment by such Eligible Assignee of the entire par amount of such Lender's interest in the Loan, plus any compensation required to be paid hereunder and any applicable Breakage Costs. (b) 2.9.2 If the application of any Lawlaw, rule, regulation or guideline adopted 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”", or the adoption after the date hereof of any other Lawlaw, rule, regulation or guideline regarding capital adequacy, or any change after the date hereof in any of the foregoing, or in the interpretation or administration thereof by any domestic or foreign Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender, 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 the effect of reducing the rate of return on such Lender’s 's capital to a level below that which such Lender would have achieved but for such application, adoption, change or compliance (taking into consideration the policies of such Lender with respect to capital adequacy), then, to the extent that such Lender requires such compensation generally with respect to similarly situated Borrower, from time to time Borrowers Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction with respect to any portion of the Loan Loans outstanding. So long as no Event of Default has occurred and is continuing, upon written demand of Borrower, the Borrower may with thirty (30) days written notice to the Agent, require any such Lender to whom compensation is due and payable by the Borrower as provided for in this Section 2.9.2 to sell and assign its entire interest in the Loans pursuant to Section 13.22 hereof to any Eligible Assignee identified by the Borrower in its demand and reasonably approved by the Agent, upon payment by such Eligible Assignee of the entire par amount of such Lender's interest in the Loan, plus any compensation required to be paid hereunder and any applicable Breakage Costs. (c) 2.9.3 Any amount payable by Borrowers Borrower under subsection (a) 2.9.1 or subsection (b) of this Section 6.1 2.9.2 above shall be paid within five (5) days of receipt by Borrowers Borrower of a certificate signed by an authorized officer of Lender Agent setting forth the amount due and the basis for the determination of such amount, which statement shall be conclusive and binding upon BorrowersBorrower, absent manifest error. Failure on the part of Lender Agent to demand payment from Borrowers Borrower for any such amount attributable to any particular period shall not constitute a waiver of Lender’s 's right to demand payment of such amount for any subsequent or prior period. Lender Agent shall use reasonable efforts to deliver to Borrowers Borrower prompt notice of any event described in subsection (a) 2.9.1 or (b) 2.9.2 above, of the amount of the reserve and capital adequacy payments resulting therefrom and the reasons therefor and of the basis of calculation of such amount; provided, however, that any failure by Lender Agent so to so notify Borrowers Borrower shall not affect Borrowers’ Borrower's obligation to pay the reserve and capital adequacy payment resulting therefrom.

Increased Costs and Capital Adequacy. (a) Borrowers recognize Borrower recognizes that the cost to Lender of maintaining the Loan or any portion thereof may fluctuate and, Borrowers agree Borrower agrees to pay Lender additional amounts to compensate Lender for any increase in its actual costs incurred in maintaining the Loan or any portion thereof outstanding or for the reduction of any amounts received or receivable from Borrowers Borrower as a result of: (i) any change after the date hereof in any applicable Law, regulation or treaty, or in the interpretation or administration thereof, or by any domestic or foreign court, (A) changing the basis of taxation of payments under this Agreement to Lender (other than taxes imposed on all or any portion of the overall net income or receipts of Lender), or (B) imposing, modifying or applying any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, credit extended by, or any other acquisition of funds for loans by Lender (which includes the Loan or any applicable portion thereof), or (C) imposing on Lender, or the London interbank market generally, any other condition affecting the Loan, provided that the result of the foregoing is to increase the cost to Lender of maintaining the Loan or any portion thereof or to reduce the amount of any sum received or receivable from Borrowers Borrower by Lender under the Loan Documents; or (ii) the maintenance by Lender of reserves in accordance with reserve requirements promulgated by the Board of Governors of the Federal Reserve System of the United States with respect to “Eurocurrency Liabilities” of a similar term to that of the applicable portion of the Loan (without duplication for reserves already accounted for in the calculation of a LIBOR Rate pursuant to the terms hereof). (b) If the application of any Law, rule, regulation or guideline adopted or arising out of the July, 1988 report of the Basle Basel Committee on Banking Regulations and Supervisory Practices entitled “International Convergence of Capital Measurement and Capital Standards”, or the adoption after the date hereof of any other Law, rule, regulation or guideline regarding capital adequacy, or any change after the date hereof in any of the foregoing, or in the interpretation or administration thereof by any domestic or foreign Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Lender, 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 the effect of reducing the rate of return on such Lender’s capital to a level below that which such Lender would have achieved but for such application, adoption, change or compliance (taking into consideration the policies of such Lender with respect to capital adequacy), then, from time to time Borrowers Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction with respect to any portion of the Loan outstanding. (c) Any amount payable by Borrowers Borrower under subsection Section 6.1 (a) or subsection (b) of this Section 6.1 shall be paid within five (5) days of receipt by Borrowers Borrower of a certificate signed by an authorized officer of Lender setting forth the amount due and the basis for the determination of such amount, which statement shall be conclusive and binding upon BorrowersBorrower, absent manifest error. Failure on the part of Lender to demand payment from Borrowers Borrower for any such amount attributable to any particular period shall not constitute a waiver of Lender’s right to demand payment of such amount for any subsequent or prior period. Lender shall use reasonable efforts to deliver to Borrowers Borrower prompt notice of any event described in subsection (aSection 6.1(a) or (b6.1(b) above, of the amount of the reserve and capital adequacy payments resulting therefrom and the reasons therefor and of the basis of calculation of such amount; provided, however, that any failure by Lender to so notify Borrowers Borrower shall not affect Borrowers’ Borrower’s obligation to pay the reserve and capital adequacy payment resulting therefrom.

Increased Costs and Capital Adequacy. (a) Borrowers recognize Borrower recognizes that the cost to Lender of maintaining the Loan or any portion thereof may fluctuate and, Borrowers agree Borrower agrees to pay Lender Agent additional amounts to compensate Lender for any increase in its actual costs incurred in maintaining the Loan or any portion thereof outstanding or for the reduction of any amounts received or receivable from Borrowers Borrower as a result of: (i) any change after the date hereof in any applicable Law, regulation or treaty, or in the interpretation or administration thereof, or by any domestic or foreign court, (A) changing the basis of taxation of payments under this Agreement to Lender (other than taxes imposed on all or any portion of the overall net income or receipts of Lender), or (B) imposing, modifying or applying any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, credit extended by, or any other acquisition of funds for loans by Lender (which includes the Loan or any applicable portion thereof) (provided, however, that Borrower shall not be charged again the Reserve Percentage already accounted for in the definition of the Adjusted LIBOR Rate), or (C) imposing on Lender, or the London interbank market generally, any other condition affecting the Loan, provided that the result of the foregoing is to increase the cost to Lender of maintaining the Loan or any portion thereof or to reduce the amount of any sum received or receivable from Borrowers Borrower by Lender under the Loan Documents; or (ii) the maintenance by a Lender of reserves in accordance with reserve requirements promulgated by the Board of Governors of the Federal Reserve System of the United States with respect to “Eurocurrency Liabilities” of a similar term to that of the applicable portion of the Loan (without duplication for reserves already accounted for in the calculation of a LIBOR Rate pursuant to the terms hereof). (b) If the application of any Law, rule, regulation or guideline adopted 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”, or the adoption after the date hereof of any other Law, rule, regulation or guideline regarding capital adequacy, or any change after the date hereof in any of the foregoing, or in the interpretation or administration thereof by any domestic or foreign Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender, 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 the effect of reducing the rate of return on such Lender’s capital to a level below that which such Lender would have achieved but for such application, adoption, change or compliance (taking into consideration the policies of such Lender with respect to capital adequacy), then, from time to time Borrowers Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction with respect to any portion of the Loan outstanding. (c) Any amount payable by Borrowers Borrower under subsection (a) or subsection (b) of this Section 6.1 shall be paid within five (5) days of receipt by Borrowers Borrower of a certificate signed by an authorized officer of Lender Agent setting forth the amount due and the basis for the determination of such amount, which statement shall be conclusive and binding upon BorrowersBorrower, absent manifest error. Failure on the part of Lender Agent to demand payment from Borrowers Borrower for any such amount attributable to any particular period shall not constitute a waiver of Lender’s right to demand payment of such amount for any subsequent or prior period. Lender Agent shall use reasonable efforts to deliver to Borrowers Borrower prompt notice of any event described in subsection (a) or (b) above, of the amount of the reserve and capital adequacy payments resulting therefrom and the reasons therefor and of the basis of calculation of such amount; provided, however, that any failure by Lender Agent so to so notify Borrowers Borrower shall not affect Borrowers’ Borrower’s obligation to pay the reserve and capital adequacy payment resulting therefrom.

Increased Costs and Capital Adequacy. (a) Borrowers recognize Borrower recognizes that the cost to Lender of maintaining the Loan or any portion thereof may fluctuate and, Borrowers agree Borrower agrees to pay Lender additional amounts to compensate Lender for any increase in its actual costs incurred in maintaining the Loan or any portion thereof outstanding or for the reduction of any amounts received or receivable from Borrowers Borrower as a result of: (i) of any change after the date hereof in any applicable Law, regulation or treaty, or in the interpretation or administration thereof, or by any domestic or foreign court, (A) changing the basis of taxation of payments under this Agreement to Lender (other than taxes imposed on all or any portion of the overall net income or receipts of Lender), or (B) imposing, modifying or applying any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, credit extended by, or any other acquisition of funds for loans by Lender (which includes the Loan or any applicable portion thereof), or (C) imposing on Lender, or the London interbank market generally, Lender any other condition affecting the Loan, provided that the result of the foregoing is to increase the cost to Lender of maintaining the Loan or any portion thereof or to reduce the amount of any sum received or receivable from Borrowers Borrower by Lender under the Loan Documents; or (ii) the maintenance by Lender of reserves in accordance with reserve requirements promulgated by the Board of Governors of the Federal Reserve System of the United States with respect to “Eurocurrency Liabilities” of a similar term to that of the applicable portion of the Loan (without duplication for reserves already accounted for in the calculation of a LIBOR Rate pursuant to the terms hereof). (b) If the application of any Law, rule, regulation or guideline adopted or arising out of the July, 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled “International Convergence of Capital Measurement Measurements and Capital Standards”, or the adoption after the date hereof of any other Law, rule, regulation or guideline regarding capital adequacy, or any change after the date hereof in any of the foregoing, or in the interpretation or administration thereof by any domestic or foreign Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Lender, 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 the effect of reducing the rate of return on Lender’s capital to a level below that which Lender would have achieved but for such application, adoption, change or compliance (taking into consideration the policies of Lender with respect to capital adequacy), then, from time to time Borrowers Borrower shall pay to Lender such additional amounts as will compensate Lender for such reduction with respect to any portion of the Loan outstanding. (c) Any amount payable by Borrowers Borrower under subsection (a) or subsection (b) of this Section 6.1 6.l shall be paid within five (5) days of receipt by Borrowers Borrower of a certificate signed by an authorized officer of Lender setting forth the amount due and the basis for the determination of such amount, which statement shall be conclusive and binding upon BorrowersBorrower, absent manifest error. Failure on the part of Lender to demand payment from Borrowers Borrower for any such amount attributable to any particular period shall not constitute a waiver of Lender’s right to demand payment of such amount for any subsequent or prior period. Lender shall use reasonable efforts effo1ts to deliver to Borrowers Borrower prompt notice of any event described in subsection (a) or (b) above, of the amount of the reserve and capital adequacy payments resulting therefrom and the reasons therefor and of the basis of calculation of such amount; provided, however., that any failure by Lender to so notify Borrowers Borrower shall not affect Borrowers’ Borrower’s obligation to pay the reserve and capital adequacy payment resulting therefrom.

Increased Costs and Capital Adequacy. (a) Borrowers recognize that the cost to Lender the Lenders of maintaining the Loan or any portion thereof may fluctuate and, Borrowers agree to pay Lender Agent for the pro rata benefit of the Lenders additional amounts to compensate Lender the Lenders for any increase in its actual costs incurred in maintaining the Loan or any portion thereof outstanding or for the reduction of any amounts received or receivable from Borrowers as a result of: (i) any change after the date hereof in any applicable Law, regulation or treaty, or in the interpretation or administration thereof, or by any domestic or foreign court, (A) changing the basis of taxation of payments under this Agreement to Lender Agent (other than taxes imposed on all or any portion of the overall net income or receipts of any Lender), or (B) imposing, modifying or applying any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, credit extended by, or any other acquisition of funds for loans by Lender the Lenders (which includes the Loan or any applicable portion thereof), or (C) imposing on any Lender, or the London interbank market generally, any other condition affecting the Loan, provided that the result of the foregoing is to increase the cost to Lender of maintaining the Loan or any portion thereof or to reduce the amount of any sum received or receivable from Borrowers by Lender Lenders under the Loan Documents; or (ii) the maintenance by any Lender of reserves in accordance with reserve requirements promulgated by the Board of Governors of the Federal Reserve System of the United States with respect to “Eurocurrency Liabilities” of a similar term to that of the applicable portion of the Loan (without duplication for reserves already accounted for in the calculation of a LIBOR Rate pursuant to the terms hereof). (b) If the application of any Law, rule, regulation or guideline adopted or arising out of the July, 1988 report of the Basle Basel Committee on Banking Regulations and Supervisory Practices entitled “International Convergence of Capital Measurement and Capital Standards”, or the adoption after the date hereof of any other Law, rule, regulation or guideline regarding capital adequacy, or any change after the date hereof in any of the foregoing, or in the interpretation or administration thereof by any domestic or foreign Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Lender, 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 the effect of reducing the rate of return on Lender’s capital to a level below that which Lender would have achieved but for such application, adoption, change or compliance (taking into consideration the policies of Lender with respect to capital adequacy), then, from time to time Borrowers shall pay to Lender such additional amounts as will compensate Lender for such reduction with respect to any portion of the Loan outstanding. (c) Any amount payable by Borrowers under subsection (a) or subsection (b) of this Section 6.1 shall be paid within five (5) days of receipt by Borrowers of a certificate signed by an authorized officer of Lender Agent setting forth the amount due and the basis for the determination of such amount, which statement shall be conclusive and binding upon Borrowers, absent manifest error. Failure on the part of Lender Agent to demand payment from Borrowers for any such amount attributable to any particular period shall not constitute a waiver of each Lender’s right to demand payment of such amount for any subsequent or prior period. Lender Agent shall use reasonable efforts to deliver to Borrowers prompt notice of any event described in subsection (a) or (b) above, of the amount of the reserve and capital adequacy payments resulting therefrom and the reasons therefor and of the basis of calculation of such amount; provided, however, that any failure by Lender Agent to so notify Borrowers shall not affect Borrowers’ obligation to pay the reserve and capital adequacy payment resulting therefrom.

Increased Costs and Capital Adequacy. (a) Borrowers recognize that the cost to Lender of maintaining the Loan or any portion thereof may fluctuate and, Borrowers agree to pay Lender additional amounts to compensate Lender for any increase in its actual costs incurred in maintaining the Loan or any portion thereof outstanding or for the reduction of any amounts received or receivable from Borrowers as a result of: (i) any change after the date hereof in any applicable Law, regulation or treaty, or in the interpretation or administration thereof, or by any domestic or foreign court, (A) changing the basis of taxation of payments under this Agreement to Lender (other than taxes imposed on all or any portion of the overall net income or receipts of Lender), or (B) imposing, modifying or applying any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, credit extended by, or any other acquisition of funds for loans by Lender (which includes the Loan or any applicable portion thereof), or (C) imposing on Lender, or the London interbank market generally, any other condition affecting the Loan, provided that the result of the foregoing is to increase the cost to Lender of maintaining the Loan or any portion thereof or to reduce the amount of any sum received or receivable from Borrowers by Lender under the Loan Documents; or (ii) the maintenance by Lender of reserves in accordance with reserve requirements promulgated by the Board of Governors of the Federal Reserve System of the United States with respect to “Eurocurrency Liabilities” of a similar term to that of the applicable portion of the Loan (without duplication for reserves already accounted for in the calculation of a LIBOR Rate pursuant to the terms hereof). (b) If the application of any Law, rule, regulation or guideline adopted or arising out of the July, 1988 report of the Basle Basel Committee on Banking Regulations and Supervisory Practices entitled “International Convergence of Capital Measurement and Capital Standards”, or the adoption after the date hereof of any other Law, rule, regulation or guideline regarding capital adequacy, or any change after the date hereof in any of the foregoing, or in the interpretation or administration thereof by any domestic or foreign Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Lender, 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 the effect of reducing the rate of return on such Lender’s capital to a level below that which such Lender would have achieved but for such application, adoption, change or compliance (taking into consideration the policies of such Lender with respect to capital adequacy), then, from time to time Borrowers Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction with respect to any portion of the Loan outstanding. (c) Any amount payable by Borrowers under subsection Section 7.1 (a) or subsection (b) of this Section 6.1 shall be paid within five (5) days of receipt by Borrowers of a certificate signed by an authorized officer of Lender setting forth the amount due and the basis for the determination of such amount, which statement shall be conclusive and binding upon Borrowers, absent manifest error. Failure on the part of Lender to demand payment from Borrowers for any such amount attributable to any particular period shall not constitute a waiver of Lender’s right to demand payment of such amount for any subsequent or prior period. Lender shall use reasonable efforts to deliver to Borrowers prompt notice of any event described in subsection Section 7.1 (a) or (b) above, of the amount of the reserve and capital adequacy payments resulting therefrom and the reasons therefor and of the basis of calculation of such amount; provided, however, that any failure by Lender to so notify Borrowers shall not affect Borrowers’ obligation to pay the reserve and capital adequacy payment resulting therefrom.

Increased Costs and Capital Adequacy. (a) Borrowers recognize If Bank determines that the cost to Lender of maintaining the Loan or any portion thereof may fluctuate and, Borrowers agree to pay Lender additional amounts to compensate Lender for any increase in its actual costs incurred in maintaining the Loan or any portion thereof outstanding or for the reduction of any amounts received or receivable from Borrowers as a result of: (i) any change after the date hereof in any applicable Law, law or regulation or treaty, directive or bulletin or in the interpretation or administration thereof, or thereof after the Closing Date by any domestic court or foreign courtadministrative or governmental authority charged with the administration thereof shall either (i) impose, (A) changing the basis of taxation of payments under this Agreement to Lender (other than taxes imposed on all modify or any portion of the overall net income or receipts of Lender), or (B) imposing, modifying or applying deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, any credit extended by, or any other acquisition of funds for loans by Lender (which includes the Loan or any applicable portion thereof)Bank under this Agreement, or (Cii) imposing impose on Lender, Bank or the London interbank market generally, its parent bank holding company any other condition affecting the Loan, provided that regarding this Agreement and the result of any event referred to in the foregoing is preceding clause (i) or (ii) above shall be to increase the cost to Lender Bank or such holding company of issuing, funding or maintaining any Extension of Credit (which increase in cost shall be determined by Bank's reasonable allocation of the Loan or any portion thereof or aggregate of such cost increases resulting from such event), then, upon written demand by Bank, Borrower shall pay to reduce Bank from time to time as specified by Bank, additional amounts which shall be sufficient to compensate Bank for such increased cost from the amount date of such change. A certificate as to such increased cost incurred by Bank as a result of any sum received event mentioned in clause (i) or receivable from Borrowers by Lender under the Loan Documents; or (ii) above prepared in reasonable detail (which shall include the maintenance method employed by Lender Bank in determining the allocation of reserves such costs to Borrower) and otherwise in accordance with reserve requirements promulgated this subsection (a), submitted by the Board of Governors of the Federal Reserve System of the United States with respect Bank to “Eurocurrency Liabilities” of a similar term to that of the applicable portion of the Loan (without duplication for reserves already accounted for in the calculation of a LIBOR Rate pursuant Borrower, shall be conclusive evidence, absent manifest error, as to the terms hereof)amount thereof. (b) If Bank shall determine that the application adoption after the Closing Date of any Lawapplicable law, rule, rule or regulation or guideline adopted pursuant to or arising out of the July, July 1988 report of the Basle Base Committee on Banking Regulations and Supervisory Practices entitled “"International Convergence of Capital Measurement and Capital Standards”", or the adoption after the date hereof of any other Lawlaw, rule, or regulation or guideline regarding capital adequacy, or any change after the date hereof in any of the foregoingtherein, or any change in the interpretation or administration thereof by any domestic or foreign Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Lender, Bank or its parent bank holding company with any request requirement or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank 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 Bank or its parent Bank holding company by reason of events or conditions relating solely to Bank, has the effect of reducing the rate of return on Lender’s Bank's or its parent Bank holding company's capital as a consequence of its commitment hereunder or to a level below that which Lender would Bank or such holding company could have achieved but for such application, adoption, change or compliance by an amount deemed by Bank to be material (taking into consideration for which reduction of the policies rate of Lender with respect return shall be determined by Bank's or such holding company's reasonable allocation of such reduction of the rate of return resulting from such event) then, upon written demand by Bank, Borrower shall pay to capital adequacy), thenBank, from time to time Borrowers shall pay to Lender as specified by Bank, such additional amount or amounts as will which shall be sufficient to compensate Lender Bank for such reduction reduction. A certificate as to such increased cost incurred by Bank as a result of any event mentioned in this subsection (b), prepared in reasonable detail (which shall include the method employed by Bank in determining the allocation of such costs to Borrower) and otherwise in accordance with respect this subsection (b) submitted by Bank to any portion of Borrower, shall be conclusive evidence, absent manifest error, as to the Loan outstandingamount thereof. (c) Any amount Amounts payable by Borrowers under subsection (a) or subsection (b) of Borrower pursuant to this Section 6.1 2.5.1. shall be paid payable within five ten (510) days Business Days of receipt by Borrowers Borrower of a certificate signed by an authorized officer of Lender setting forth the amount due and the basis for the determination of such amount, which statement shall be conclusive and binding upon Borrowers, absent manifest error. Failure on the part of Lender to demand payment from Borrowers for any such amount attributable to any particular period shall not constitute a waiver of Lender’s right to demand payment of such amount for any subsequent or prior period. Lender shall use reasonable efforts to deliver to Borrowers prompt notice of any event described in subsection (a) or (b) above, of the amount of the reserve and capital adequacy payments resulting therefrom and the reasons therefor and of the basis of calculation of such amount; provided, however, that any failure by Lender to so notify Borrowers shall not affect Borrowers’ obligation to pay the reserve and capital adequacy payment resulting therefromthis Section 2.5.1.

Increased Costs and Capital Adequacy. (a) Borrowers recognize Borrower recognizes that the cost to Lender of maintaining the Loan or any portion thereof may fluctuate andfluctuate, Borrowers agree and Borrower agrees to pay Lender additional amounts to compensate Lender for any increase in its actual costs incurred in maintaining the Loan or any portion thereof outstanding or for the reduction of any amounts received or receivable from Borrowers Borrower as a result of: (i) of any change after the date hereof in any applicable Law, regulation or treaty, or in the interpretation or administration thereof, or by any domestic or foreign court, (Ai) changing the basis of taxation of payments under this Agreement and/or the Note to Lender (other than taxes imposed on all or any portion of the overall net income or receipts of Lender), or (Bii) imposing, modifying or applying any reserve (other than a loan loss reserve), special deposit or similar requirement against assets of, deposits with or for the account of, credit extended by, or any other acquisition of funds for loans by Lender (which includes the Loan or any applicable portion thereof), ) or (Ciii) imposing on Lender, or the London interbank market generally, Lender any other condition affecting the Loan, provided that the result of the foregoing is to increase the cost to Lender of maintaining the Loan or any portion thereof or to reduce the amount of any sum received or receivable from Borrowers Borrower by Lender under the Loan Documents; or (ii) the maintenance by Lender of reserves in accordance with reserve requirements promulgated by the Board of Governors of the Federal Reserve System of the United States with respect to “Eurocurrency Liabilities” of a similar term to that of the applicable portion of the Loan (without duplication for reserves already accounted for in the calculation of a LIBOR Rate pursuant to the terms hereof). (b) If the application of any Law, rule, regulation or guideline adopted 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”, or the adoption after the date hereof of any other Law, rule, regulation or guideline regarding capital adequacy, or any change after the date hereof in any of the foregoing, or in the interpretation or administration thereof by any domestic or foreign Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Lender, Lender 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 the effect of reducing the rate of return on Lender’s 's capital to a level below that which Lender would have achieved but for such application, adoption, change or compliance (taking into consideration the policies of Lender with respect to capital adequacy)compliance, then, from time to time Borrowers Borrower shall pay to Lender such additional amounts as will compensate Lender for such reduction with respect to any portion of the Loan outstanding. (c) Any amount payable by Borrowers Borrower under subsection (a) or subsection (b) of this Section 6.1 shall be paid within five ten (510) days Business Days of receipt by Borrowers Borrower of a certificate signed by an authorized officer of Lender setting forth the amount due and the basis for the determination of such amount, which statement shall be conclusive and binding upon Borrowers, Borrower absent manifest error. Lender shall also provide to Borrower copies of any applicable invoices, bills, demands or statements of account. Failure on the part of Lender to demand payment from Borrowers Borrower for any such amount attributable to any particular period shall not constitute a waiver of Lender’s 's right to demand payment of such amount for any subsequent or prior period. Lender shall use reasonable efforts to deliver to Borrowers prompt notice of any event described in subsection (a) or (b) above, of the amount of the reserve and capital adequacy payments resulting therefrom and the reasons therefor and of the basis of calculation of such amount; provided, however, that any failure by Lender to so notify Borrowers shall not affect Borrowers’ obligation to pay the reserve and capital adequacy payment resulting therefrom.

Increased Costs and Capital Adequacy. (a) Borrowers recognize Borrower recognizes that the cost to Lender of maintaining the Loan or any portion thereof may fluctuate and, Borrowers agree and Borrower agrees to pay Lender additional amounts to compensate Lender for any increase in its actual costs incurred in maintaining the Loan or any portion thereof outstanding or for the reduction of any amounts received or receivable from Borrowers Borrower as a result of: (i) any change after the date hereof in any applicable Law, regulation or treaty, or in the interpretation or administration thereof, or by any domestic or foreign court, (Ax) changing the basis of taxation of payments under this Agreement to Lender (other than taxes imposed on all or any portion of the overall net income or receipts of Lender), or (By) imposing, modifying or applying any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, credit extended by, or any other acquisition of funds for loans by Lender (which includes the Loan or any applicable portion thereof), or (Cz) imposing on Lender, or the London interbank market generally, any other condition affecting the Loan, provided that the result of the foregoing is to increase the cost to Lender of maintaining the Loan or any portion thereof or to reduce the amount of any sum received or receivable from Borrowers Borrower by Lender under the Loan Documents; or (ii) the maintenance by Lender of reserves in accordance with reserve requirements promulgated by the Board of Governors of the Federal Reserve System of the United States with respect to “Eurocurrency Liabilities” of a similar term to that of the applicable portion of the Loan (without duplication for reserves already accounted for in the calculation of a LIBOR Rate pursuant to the terms hereof). (b) If the application of any Law, rule, regulation or guideline adopted 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”, or the adoption after the date hereof of any other Law, rule, regulation or guideline regarding capital adequacy, or any change after the date hereof in any of the foregoing, or in the interpretation or administration thereof by any domestic or foreign Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Lender, Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authorityGovernmental Authority, central bank or comparable agency, has the effect of reducing the rate of return on Lender’s capital to a level below that which Lender would have achieved but for such application, adoption, change or compliance (taking into consideration the policies of Lender with respect to capital adequacy), then, from time to time Borrowers Borrower shall pay to Lender such additional amounts as will compensate Lender for such reduction with respect to any portion of the Loan outstanding. (c) Any amount payable by Borrowers Borrower under subsection (a) or subsection (b) of this Section 6.1 shall be paid within five (5) days of receipt by Borrowers Borrower of a certificate signed by an authorized officer of Lender setting forth the amount due and the basis for the determination of such amount, which statement shall be conclusive and binding upon BorrowersBorrower, absent manifest error. Failure on the part of Lender to demand payment from Borrowers for any such amount attributable to any particular period shall not constitute a waiver of Lender’s right to demand payment of such amount for any subsequent or prior period. Lender shall use reasonable efforts to deliver to Borrowers prompt notice of any event described in subsection (a) or (b) above, of the amount of the reserve and capital adequacy payments resulting therefrom and the reasons therefor and of the basis of calculation of such amount; provided, however, that any failure by Lender to so notify Borrowers shall not affect Borrowers’ obligation to pay the reserve and capital adequacy payment resulting therefrom.

Increased Costs and Capital Adequacy. (a) Borrowers recognize that the cost to Lender of maintaining the Loan or any portion thereof may fluctuate and, Borrowers agree Borrower agrees to pay Lender Agent additional amounts to as Agent shall determine will compensate Lender Lenders for any increase in its actual costs incurred in maintaining the Loan or any portion thereof outstanding or for the reduction of any amounts received or receivable from Borrowers as a result of: of any Regulatory Change (i) any change after the date hereof in any applicable Law, regulation or treaty, or in the interpretation or administration thereof, or by any domestic or foreign court, (A) changing the basis of taxation of payments under this Agreement to any Lender (other than taxes imposed on all or any portion of the overall net income of any Lender by the United States or receipts by any political subdivision or taxing authority of Lenderthe United States), or (Bii) imposing, modifying or applying any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, credit extended by, or any other acquisition of funds for loans by any Lender (which includes the Loan whether directly, indirectly or any applicable portion thereof), on a portfolio wide basis) or (Ciii) imposing on Lender, or the London interbank market generally, any Lender any other condition affecting the Note or the Loan, provided that the result of the foregoing is to increase the cost to Lender of maintaining the Loan or any portion thereof or to reduce the amount of any sum received or receivable from Borrowers by Lender under the Loan Documents; or (ii) the maintenance by Lender of reserves in accordance with reserve requirements promulgated by the Board of Governors of the Federal Reserve System of the United States with respect to “Eurocurrency Liabilities” of a similar term to that of the applicable portion of the Loan (without duplication for reserves already accounted for in the calculation of a LIBOR Rate pursuant to the terms hereof). (b) If any Lender shall determine in good faith that (i) any change after the date hereof in the application of any Lawlaw, rule, regulation or guideline adopted or arising out of the July, 1988 June 2006 report of the Basle Basel Committee on Banking Regulations and Supervisory Practices entitled “Basel II: International Convergence of Capital Measurement and Capital Standards”, or the adoption after the date hereof of any other Law, rule, regulation or guideline regarding capital adequacy, : a Revised Framework - Comprehensive Version,” or any change after the date hereof in any of the foregoing, or in the interpretation or administration thereof by any domestic or foreign Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, (ii) any change in or adoption of after the date hereof any other law, rule, regulation or guideline regarding capital adequacy, or (iii) compliance by any Lender, or any lending office of any Lender, or the holding company of any Lender, with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agencyagency based on any such change or adoption, has or would have the effect of reducing the rate of return on any Lender’s capital to a level below that which such Lender would have achieved but for such application, adoption, change or compliance (taking into consideration the policies of such Lender with respect to capital adequacy), then, then from time to time Borrowers Borrower shall pay to Lender Agent such additional amounts as will compensate Lender Lenders for such actual reduction with respect to any portion of the Loan outstanding. (c) Any amount payable by Borrowers under subsection (aBorrower pursuant to Section 2.10(a) or subsection (b) of this Section 6.1 hereof shall be paid to Agent within five (5) days Business Days of receipt by Borrowers Borrower of a certificate signed by an authorized officer of Lender Agent setting forth the amount due and the Agent’s basis for the determination of such amount, which statement shall be conclusive and binding upon BorrowersBorrower, absent manifest error. Failure on the part of Lender Agent to demand payment from Borrowers Borrower for any such amount attributable to any particular period shall not constitute a waiver of LenderAgent’s right to demand payment of such amount for any subsequent or prior period. Lender shall use reasonable efforts to deliver to Borrowers prompt notice of any event described in subsection (a) or (b) above, of the amount of the reserve and capital adequacy payments resulting therefrom and the reasons therefor and of the basis of calculation of such amount; provided, however, that any failure by Lender to so notify Borrowers shall not affect Borrowers’ obligation to pay the reserve and capital adequacy payment resulting therefrom.

Increased Costs and Capital Adequacy. (a) Borrowers recognize that If, due to any Change in Law, there shall be any increase in the cost to Lender the Bank by an amount the Bank reasonably determines to be material of agreeing to issue or of issuing or maintaining or participating in LOCs or the Loan or making of LOC Disbursements (excluding, for purposes of this Section, any portion thereof may fluctuate and, Borrowers agree to pay Lender additional amounts to compensate Lender for any increase in its actual such increased costs incurred in maintaining the Loan or any portion thereof outstanding or for the reduction of any amounts received or receivable resulting from Borrowers as a result of: (i) any change after the date hereof in any applicable Law, regulation Taxes or treaty, or in the interpretation or administration thereof, or by any domestic or foreign courtOther Taxes (as to which Section 2.08 shall exclusively govern), (Aii) changing changes in the basis of taxation of payments under this Agreement to Lender (other than taxes imposed on all or any portion of the overall net income or receipts overall gross income by the United States or by the foreign jurisdiction or state under the laws of Lender)which the Bank is organized or has its Lending Office or any political subdivision thereof, (iii) any increased cost in respect of which the Bank is entitled to compensation under any other provision of this Agreement, (iv) any payment to the extent that it is attributable to the requirement of any Governmental Authority which regulates the Bank or its holding company which is imposed by reason of the quality of the Bank’s assets or those of its holding company and not generally imposed on all entities of the same kind regulated by the same authority, or (Bv) imposingany increased cost arising by reason of the Bank voluntarily breaching any lending limit or other similar restriction imposed by any provision of any relevant law or regulation after the introduction thereof), modifying or applying any reservethen the Company agrees to pay, special deposit or similar requirement against assets offrom time to time, deposits with or within fifteen (15) days after demand by the Bank, which demand shall include a statement of the basis for such demand and a calculation in reasonable detail of the amount demanded, to the Bank for the account of, credit extended by, or any other acquisition of funds for loans by Lender (which includes the Loan or any applicable portion thereof), or (C) imposing on Lender, or the London interbank market generally, any other condition affecting the Loan, provided that the result of the foregoing is Bank additional amounts sufficient to increase compensate the cost Bank for such increased cost. A certificate as to Lender of maintaining the Loan or any portion thereof or to reduce the amount of any sum received or receivable from Borrowers by Lender under such increased cost, submitted to the Loan Documents; or (ii) the maintenance by Lender of reserves in accordance with reserve requirements promulgated Company by the Board Bank, shall be conclusive and binding for all purposes, absent manifest error of Governors which the Company has notified the Bank promptly after receipt of the Federal Reserve System of the United States with respect to “Eurocurrency Liabilities” of a similar term to that of the applicable portion of the Loan (without duplication for reserves already accounted for in the calculation of a LIBOR Rate pursuant to the terms hereof)such certificate. (b) If the application of If, due to any Change in Law, rule, regulation there shall be any increase in the amount of capital or guideline adopted liquidity required or arising out expected to be maintained by the Bank or any corporation controlling the Bank as a result of or based upon the existence of the July, 1988 report Bank’s commitment to extend credit hereunder and other commitments of the Basle Committee on Banking Regulations and Supervisory Practices entitled “International Convergence of Capital Measurement and Capital Standards”, such type pursuant hereto that has or the adoption after the date hereof of any other Law, rule, regulation or guideline regarding capital adequacy, or any change after the date hereof in any of the foregoing, or in the interpretation or administration thereof by any domestic or foreign Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Lender, 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 would have the effect of reducing the rate of return on Lenderthe Bank’s (or the Bank’s parent corporation’s) capital or liquidity to a level below that which Lender would the Bank (or the Bank’s parent corporation) could have achieved but for such applicationChange in Law (excluding, adoptionfor purposes of this Section, any such increased costs resulting from any change to the extent that it is attributable to the requirement of any Governmental Authority which regulates the Bank or compliance its holding company which is imposed by reason of the quality of the Bank’s assets or those of its holding company and not generally imposed on all entities of the same kind regulated by the same authority) then, within fifteen (taking into consideration 15) days after demand by the policies Bank or such corporation, which demand shall include a statement of Lender with respect the basis for such demand and a calculation in reasonable detail of the amount demanded, the Company agrees to capital adequacy), thenpay to the Bank, from time to time Borrowers shall pay to Lender such as specified by the Bank, additional amounts as will sufficient to compensate Lender for the Bank in the light of such reduction with respect circumstances, to any portion the extent that the Bank reasonably determines such increase in capital or liquidity to be allocable to the existence of the Loan outstandingBank’s commitment to issue or participate in LOCs hereunder or to the issuance or maintenance of or participation in any LOC. A certificate as to such amounts submitted to the Company by the Bank shall be conclusive and binding for all purposes, absent manifest error of which the Company has notified the Bank promptly after receipt of such certificate. (c) Any Promptly after an officer with responsibility for its participation in the Facility becomes aware of the relevant circumstances and their results, the Bank shall promptly notify the Company of any event of which will result in, and will use reasonable commercial efforts available to it (and not, in the Bank’s good faith judgment, otherwise materially disadvantageous to the Bank) to mitigate or avoid, any obligation of the Company to pay any amount payable by Borrowers under subsection (apursuant to Section 2.06(a) or subsection 2.06(b) above or pursuant to Section 2.08 (b) and, if the Bank has given notice of this Section 6.1 shall be paid within five (5) days of receipt by Borrowers of a certificate signed by an authorized officer of Lender setting forth the amount due and the basis for the determination of such amount, which statement shall be conclusive and binding upon Borrowers, absent manifest error. Failure on the part of Lender to demand payment from Borrowers for any such amount attributable event and thereafter such event ceases to any particular period exist, the Bank shall not constitute promptly so notify the Company). Without limiting the foregoing, the Bank will designate a waiver of Lender’s right different Lending Office if such designation will avoid (or reduce the cost to demand payment of such amount for any subsequent or prior period. Lender shall use reasonable efforts to deliver to Borrowers prompt notice of the Company of) any event described in subsection the preceding sentence and such designation will not, in the Bank’s good faith judgment, be otherwise materially disadvantageous to the Bank. (ad) Notwithstanding the provisions of Section 2.06(a), 2.06(b) or 2.08 (band without limiting Section 2.06(c) above), if the Bank fails to notify the Company of any event or circumstance that will entitle the amount of Bank to compensation pursuant to Section 2.06(a), 2.06(b) or 2.08 within 180 days after the reserve and capital adequacy payments resulting therefrom and the reasons therefor and of the basis of calculation Bank obtains actual knowledge of such amount; providedevent or circumstance, however, that any failure by Lender to so notify Borrowers then the Bank shall not affect Borrowers’ obligation be entitled to pay compensation from the reserve and capital adequacy payment resulting therefromCompany for any amount arising prior to the date that is 180 days before the date on which the Bank notifies the Company of such event or circumstance; provided that, if the event or circumstance giving rise to such entitlement to compensation is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs and Capital Adequacy. (a) Borrowers recognize Borrower recognizes that the cost to Lender of maintaining the Loan or any portion thereof may fluctuate and, Borrowers agree and Borrower agrees to pay Lender additional amounts to compensate Lender for any increase in its actual costs incurred in maintaining the Loan or any portion thereof outstanding outstanding, or for the reduction of any amounts received or receivable from Borrowers Borrower as a result of: (i) any change after the date hereof in any applicable Law, regulation or treaty, or in the interpretation or administration thereof, or by any domestic or foreign court, (A) changing the basis of taxation of payments under this Agreement to Lender (other than taxes imposed on all or any portion of the overall net income or receipts of Lender), or (B) imposing, modifying or applying any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, credit extended by, or any other acquisition of funds for loans by Lender (which includes the Loan or any applicable portion thereof) (provided, however, that Borrower ------------------ shall not be charged again the Reserve Percentage already accounted for in the definition of the Adjusted Daily LIBOR Rate), or (C) imposing on Lender, or the London interbank Interbank market generally, any other condition affecting the Loan, provided that the result of the foregoing is to increase the cost to Lender of maintaining the Loan or any portion thereof or to reduce the amount of any sum received or receivable from Borrowers Borrower by Lender under the Loan Documents; or (ii) the maintenance by Lender of reserves in accordance with reserve requirements promulgated by the Board of Governors of the Federal Reserve System of the United States with respect to “"Eurocurrency Liabilities” " of a similar term to that of the applicable portion of the Loan (without duplication for reserves already accounted for in the calculation of a LIBOR Rate pursuant to the terms hereof). (b) If the application of any Law, rule, regulation or guideline adopted 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”", or the adoption after the date hereof of any other Law, rule, regulation or guideline regarding capital adequacy, or any change after the date hereof in any of the foregoing, or in the interpretation or administration thereof by any domestic or foreign Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Lender, 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 the effect of reducing the rate of return on Lender’s 's capital to a level below that which Lender would have achieved but for such application, adoption, change or compliance (taking into consideration the policies of Lender with respect to capital adequacy), then, from time to time Borrowers Borrower shall pay to Lender such additional amounts as will compensate Lender for such reduction with respect to any portion of the Loan outstanding. (c) Any amount payable by Borrowers Borrower under subsection (a) or subsection ------------- ---------- (b) of this Section 6.1 shall be paid within five (5) days of receipt by Borrowers --- ----------- Borrower of a certificate signed by an authorized officer of Lender setting forth the amount due and the basis for the determination of such amount, which statement shall be conclusive and binding upon BorrowersBorrower, absent manifest error. Failure on the part of Lender to demand payment from Borrowers Borrower for any such amount attributable to any particular period shall not constitute a waiver of Lender’s 's right to demand payment of such amount for any subsequent or prior period. Lender shall use reasonable efforts to deliver to Borrowers Borrower prompt notice of any event described in subsection (a) -------------- or (b) above, of the amount of the reserve and capital adequacy payments --- resulting therefrom and the reasons therefor and of the basis of calculation of such amount; provided, however, that any failure by Lender ----------------- to so notify Borrowers Borrower shall not affect Borrowers’ Borrower's obligation to pay the reserve and capital adequacy payment resulting therefrom.

Increased Costs and Capital Adequacy. (a) Borrowers recognize Borrower recognizes that the cost to Lender of maintaining the Loan or any portion thereof may fluctuate and, Borrowers agree Borrower agrees to pay Lender additional amounts to compensate Lender for any increase in its actual costs incurred in maintaining the Loan or any portion thereof outstanding or for the reduction of any amounts received or receivable from Borrowers Borrower as a result of: (i) of any change after the date hereof in any applicable Law, regulation or treaty, or in the interpretation or administration thereof, or by any domestic or foreign court, (A) changing the basis of taxation of payments under this Agreement to Lender (other than taxes imposed on all or any portion of the overall net income or receipts of Lender), or (B) imposing, modifying or applying any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, credit extended by, or any other acquisition of funds for loans by Lender (which includes the Loan or any applicable portion thereof), or (C) imposing on Lender, or the London interbank market generally, Lender any other condition affecting the Loan, provided that the result of the foregoing is to increase the cost to Lender of maintaining the Loan or any portion thereof or to reduce the amount of any sum received or receivable from Borrowers Borrower by Lender under the Loan Documents; or (ii) the maintenance by Lender of reserves in accordance with reserve requirements promulgated by the Board of Governors of the Federal Reserve System of the United States with respect to “Eurocurrency Liabilities” of a similar term to that of the applicable portion of the Loan (without duplication for reserves already accounted for in the calculation of a LIBOR Rate pursuant to the terms hereof). (b) If the application of any Law, rule, regulation or guideline adopted 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”, or the adoption after the date hereof of any other Law, rule, regulation or guideline regarding capital adequacy, or any change after the date hereof in any of the foregoing, or in the interpretation or administration thereof by any domestic or foreign Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Lender, 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 the effect of reducing the rate of return on Lender’s capital to a level below that which Lender would have achieved but for such application, adoption, change or compliance (taking into consideration the policies of Lender with respect to capital adequacy), then, from time to time Borrowers Borrower shall pay to Lender such additional amounts as will compensate Lender for such reduction with respect to any portion of the Loan outstanding. (c) Any amount payable by Borrowers Borrower under subsection (a) or subsection (b) of this Section 6.1 shall be paid within five (5) days of receipt by Borrowers Borrower of a certificate signed by an authorized officer of Lender setting forth the amount due and the basis for the determination of such amount, which statement shall be conclusive and binding upon BorrowersBorrower, absent manifest error. Failure on the part of Lender to demand payment from Borrowers Borrower for any such amount attributable to any particular period shall not constitute a waiver of Lender’s right to demand payment of such amount for any subsequent or prior periodperiod except as set forth under subsection (d) of this Section 6.1. Lender shall use reasonable efforts to deliver to Borrowers Borrower prompt notice of any event described in subsection (a) or (b) above, of the amount of the reserve and capital adequacy payments resulting therefrom and the reasons therefor and of the basis of calculation of such amount; provided, however, that any failure by Lender to so notify Borrowers Borrower shall not affect Borrowers’ Borrower’s obligation to pay the reserve and capital adequacy payment resulting therefromtherefrom except as set forth under subsection (d) of this Section 6.1. (d) Borrower shall not be obligated to make any payments under this Section 6.1 to the extent that Xxxxxx has not notified the Borrower of the basis of such demand for payment by a date that is no later than 120 days after Lender incurs the cost associated with the change in applicable Law giving rise to any such payment.

Increased Costs and Capital Adequacy. (a) Borrowers recognize that the cost to Lender of maintaining the Loan or If any portion thereof may fluctuate and, Borrowers agree to pay Lender additional amounts to compensate Lender for any increase Change in its actual costs incurred in maintaining the Loan or any portion thereof outstanding or for the reduction of any amounts received or receivable from Borrowers as a result ofLaw shall: (i) any change after the date hereof in any impose, modify or deem applicable Law, regulation or treaty, or in the interpretation or administration thereof, or by any domestic or foreign court, (A) changing the basis of taxation of payments under this Agreement to Lender (other than taxes imposed on all or any portion of the overall net income or receipts of Lender), or (B) imposing, modifying or applying any reserve, special deposit deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, or any other acquisition of funds for loans by Lender (which includes the Loan except any reserve requirement reflected or contemplated by subsection (e) below); or (ii) impose on any applicable portion thereof), or (C) imposing on Lender, Lender or the London interbank market generally, any other condition condition, cost or expense affecting the Loan, provided that this Agreement or Advances made by any Lender; and the result of any of the foregoing is shall be to increase the cost to such Lender of making or maintaining the Loan any Advance (or of maintaining its obligation to make any portion thereof such Advance), or to reduce the amount of any sum received or receivable from Borrowers by Lender under the Loan Documents; or (ii) the maintenance by Lender of reserves in accordance with reserve requirements promulgated by the Board Lender (whether of Governors principal, interest or any other amount) then, upon request of such Lender, the Federal Reserve System of Borrowers will pay to such Lender such additional amount or amounts as will compensate the United States with respect to “Eurocurrency Liabilities” of a similar term to that of the applicable portion of the Loan (without duplication Lender for reserves already accounted for in the calculation of a LIBOR Rate pursuant to the terms hereof)such additional costs incurred or reduction suffered. (b) If the application of any LawLender determines that any Change in Law affecting such Lender or such Lender’s holding company, ruleif any, regulation or guideline adopted 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”, or the adoption after the date hereof of any other Law, rule, regulation or guideline regarding capital adequacy, requirements has or any change after the date hereof in any of the foregoing, or in the interpretation or administration thereof by any domestic or foreign Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Lender, 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 would have the effect of reducing the rate of return on the Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the obligations of such Lender hereunder or the Advances made by such Lender, to a level below that which such Lender would or such Lender’s holding company could have achieved but for such application, adoption, change or compliance Change in Law (taking into consideration such Lender’s policies and the policies of Lender such Lender’s holding company with respect to capital adequacy), then, then from time to time the Borrowers shall will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction with respect to any portion of the Loan outstandingsuffered. (c) Any amount payable by Borrowers under subsection (a) or subsection (b) A certificate of this Section 6.1 shall be paid within five (5) days of receipt by Borrowers of a certificate signed by an authorized officer of such Lender setting forth the amount due and or amounts necessary to compensate such Lender or its holding company, as the basis for the determination of such amountcase may be, which statement shall be conclusive and binding upon Borrowers, absent manifest error. Failure on the part of Lender to demand payment from Borrowers for any such amount attributable to any particular period shall not constitute a waiver of Lender’s right to demand payment of such amount for any subsequent or prior period. Lender shall use reasonable efforts to deliver to Borrowers prompt notice of any event described as specified in subsection (a) or (b) above, of this Section 5 and delivered to the Borrowers shall be conclusive absent manifest error. The Borrowers shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. (d) Failure or delay on the part of any Lender to demand compensation pursuant to the reserve and capital adequacy payments resulting therefrom and the reasons therefor and foregoing provisions of the basis of calculation this Section 5 shall not constitute a waiver of such amountLender’s right to demand such compensation; provided, however, provided that any failure by Lender to so notify the Borrowers shall not affect Borrowersbe required to compensate any Lender pursuant to the foregoing provisions of this Section 5 for any increased costs incurred or reductions suffered more than 180 days prior to the date that such Lender notifies the Borrowers of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof). (e) The Borrowers shall pay to each Lender, as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as “Eurocurrency liabilities”), additional interest on the unpaid principal amount of each Advance that bears interest by reference to LIBOR equal to the actual costs of such reserves allocated to such Advance by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), which shall be due and payable on each date on which interest is payable on such Advance; provided the Borrowers shall have received at least 10 days’ obligation prior notice of such additional interest from such Lender. If such Lender fails to pay give notice 10 days prior to the reserve relevant Interest Payment Date, such additional interest shall be due and capital adequacy payment resulting therefrompayable 10 days from receipt of such notice.

Increased Costs and Capital Adequacy. (a) Borrowers recognize Borrower recognizes that the cost to each Lender of maintaining the Loan or any portion thereof may fluctuate and, Borrowers agree Borrower agrees to pay each Lender additional amounts to compensate such Lender for any increase in its their actual costs incurred in maintaining the Loan or any portion thereof outstanding or for the reduction of any amounts received or receivable from Borrowers Borrower as a result of: (i) any change after the date hereof in any applicable Law, regulation or treaty, (or in the interpretation or administration thereof), or by any domestic or foreign court, (A) changing the basis of taxation of payments under this Agreement to such Lender (other than taxes imposed on all or any portion of the overall net income or receipts of such Lender), or (B) imposing, modifying or applying any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, credit extended by, or any other acquisition of funds for loans by such Lender (which includes the Loan or any applicable portion thereof), or (C) imposing on such Lender, or the London interbank market generally, any other condition affecting the Loan, ; provided that the result of the foregoing is to increase the cost to such Lender of maintaining the Loan or any portion thereof or to reduce the amount of any sum received or receivable from Borrowers Borrower by such Lender under the Loan DocumentsDocuments (whether principal, interest or otherwise); or (ii) the maintenance by such Lender of reserves in accordance with reserve requirements promulgated by the Board of Governors of the Federal Reserve System of the United States with respect to “Eurocurrency Liabilities” of a similar term to that of the applicable portion of the Loan (without duplication for reserves already accounted for in the calculation of a LIBOR Rate pursuant to the terms hereof). (b) If the application of any Law, rule, regulation or guideline adopted or arising out of the July, 1988 (or any subsequent) report of the Basle Committee on Banking Regulations and Supervisory Practices entitled “International Convergence of Capital Measurement and Capital Standards”, or the adoption after the date hereof of any other Law, rule, regulation or guideline regarding capital adequacy, or any change after the date hereof in any of the foregoing, or in the interpretation or administration thereof by any domestic or foreign Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by a Lender or any Affiliate of a Lender, 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 the effect of reducing the rate of return on such Lender’s capital to a level below that which such Lender would have achieved but for such application, adoption, change or compliance (taking into consideration the policies of such Lender with respect to capital adequacy), then, from time to time Borrowers Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction with respect to any portion of the Loan outstanding; provided, however, that to the extent that any such capital adequacy requirement is already in effect on the date hereof, or to the extent any such capital adequacy requirement has already been specifically promulgated as of the date hereof with a future scheduled effective date, the parties intend that the interest rate payable as set forth herein will compensate such Lender for such requirement and Borrower shall have no obligation to compensate such Lender for any such already existing requirement. (c) Any amount payable by Borrowers Borrower under subsection (a) or subsection (b) of this Section 6.1 shall be paid within five (5) days of receipt by Borrowers Borrower of a certificate signed by an authorized officer of a Lender setting forth the amount due and the basis for the determination of such amount, which statement shall be conclusive and binding upon BorrowersBorrower, absent manifest error. Failure on the part of Agent or any Lender to demand payment from Borrowers Borrower for any such amount attributable to any particular period shall not constitute a waiver of a Lender’s right to demand payment of such amount for any subsequent or prior period. Such Lender shall use reasonable efforts to deliver to Borrowers Borrower prompt notice of any event described in subsection (a) or (b) above, of the amount of the reserve and capital adequacy payments resulting therefrom and the reasons therefor and of the basis of calculation of such amount; provided, however, that any failure by a Lender to so notify Borrowers Borrower shall not affect Borrowers’ Borrower’s obligation to pay the reserve and or capital adequacy payment resulting therefrom. (d) If any Lender (an “Affected Lender”) makes demand upon Borrower for (or if Borrower is otherwise required to pay) additional costs pursuant to this Section 6.1, Borrower may, within ninety (90) days of receipt of such demand, give notice (a “Replacement Notice”) to Agent (which will promptly forward a copy of such notice to each Lender) of Borrower’s intention (x) to assign in full the Affected Lender’s Note and (y) to replace the Affected Lender with another financial institution (the “Replacement Lender”) designated in such Replacement Notice which agrees to purchase the Affected Lender’s Note. In the event Borrower opts to give the notice provided for above, and if (i) Agent shall, within thirty (30) days of its receipt of the Replacement Notice, notify Borrower and each Lender in writing that the Replacement Lender is reasonably satisfactory to Agent and (ii) the Affected Lender shall not, prior to the end of such thirty (30) day period, agree to waive the payment of the additional costs in question, then the Affected Lender shall, so long as no Event of Default shall exist, assign its Note and all of its rights and obligations under this Agreement to the Replacement Lender, and the Replacement Lender shall assume all of the Affected Lender’s rights and obligations, pursuant to an agreement, substantially in the form of an Assignment and Assumption Agreement, executed by the Affected Lender and the Replacement Lender. In connection with such assignment and assumption, the Replacement Lender shall pay to the Affected Lender an amount equal to the outstanding principal amount under the Affected Lender’s Note plus all interest accrued thereon, plus all other amounts, if any (other than the additional costs in question), then due and payable to the Affected Lender; provided, however, that prior to or simultaneously with any such assignment and assumption, Borrower shall have paid to such Affected Lender all amounts properly demanded and unreimbursed under this Section 6.1. Upon the effective date of such assignment and assumption, the Affected Lender shall be released from its obligations hereunder, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this Section, a substitute Note shall be issued to the Replacement Lender by Borrower, in exchange for the return of the Affected Lender’s Note. (e) Notwithstanding anything to the contrary set forth in this Section 6.1, no Lender shall be entitled to any compensation pursuant to this Section 6.1 relating to any period more than ninety (90) days prior to the date notice thereof is given to Borrower by Agent or such Lender.

Increased Costs and Capital Adequacy. (a) Borrowers recognize Borrower recognizes that the cost to Lender of maintaining the Loan or any portion thereof may fluctuate andfluctuate, Borrowers agree and Borrower agrees to pay Lender additional amounts to compensate Lender for any increase in its actual costs incurred in maintaining the Loan or any portion thereof outstanding or for the reduction of any amounts received or receivable from Borrowers Borrower as a result of: (i) of any change after the date hereof in any applicable Law, regulation or treaty, or in the interpretation or administration thereof, or by any domestic or foreign court, (Ai) changing the basis of taxation of payments under this Agreement and/or the Note to Lender (other than taxes imposed on all or any portion of the overall net income or receipts of Lender), or (Bii) imposing, modifying or applying any reserve (other than a loan loss reserve), special deposit or similar requirement against assets of, deposits with or for the account of, credit extended by, or any other acquisition of funds for loans by Lender (which includes the Loan or any applicable portion thereof), ) or (Ciii) imposing on Lender, or the London interbank market generally, Lender any other condition affecting the Loan, provided that the result of the foregoing is to increase the cost to Lender of maintaining the Loan or any portion thereof or to reduce the amount of any sum received or receivable from Borrowers Borrower by Lender under the Loan Documents; or (ii) the maintenance by Lender of reserves in accordance with reserve requirements promulgated by the Board of Governors of the Federal Reserve System of the United States with respect to “Eurocurrency Liabilities” of a similar term to that of the applicable portion of the Loan (without duplication for reserves already accounted for in the calculation of a LIBOR Rate pursuant to the terms hereof). (b) If the application of any Law, rule, regulation or guideline adopted 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”, or the adoption after the date hereof of any other Law, rule, regulation or guideline regarding capital adequacy, or any change after the date hereof in any of the foregoing, or in the interpretation or administration thereof by any domestic or foreign Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Lender, Lender 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 the effect of reducing the rate of return on Lender’s capital to a level below that which Lender would have achieved but for such application, adoption, change or compliance (taking into consideration the policies of Lender with respect to capital adequacy)compliance, then, from time to time Borrowers Borrower shall pay to Lender such additional amounts as will compensate Lender for such reduction with respect to any portion of the Loan outstanding. (c) Any amount payable by Borrowers Borrower under subsection (a) or subsection (b) of this Section 6.1 shall be paid within five ten (510) days Business Days of receipt by Borrowers Borrower of a certificate signed by an authorized officer of Lender setting forth the amount due and the basis for the determination of such amount, which statement shall be conclusive and binding upon Borrowers, Borrower absent manifest error. Lender shall also provide to Borrower copies of any applicable invoices, bills, demands or statements of account. Failure on the part of Lender to demand payment from Borrowers Borrower for any such amount attributable to any particular period shall not constitute a waiver of Lender’s right to demand payment of such amount for any subsequent or prior period. Lender shall use reasonable efforts to deliver to Borrowers prompt notice of any event described in subsection (a) or (b) above, of the amount of the reserve and capital adequacy payments resulting therefrom and the reasons therefor and of the basis of calculation of such amount; provided, however, that any failure by Lender to so notify Borrowers shall not affect Borrowers’ obligation to pay the reserve and capital adequacy payment resulting therefrom.

Increased Costs and Capital Adequacy. (a) Borrowers recognize a. Borrower recognizes that the cost to Lender of maintaining the Loan or any portion thereof may fluctuate and, Borrowers agree Borrower agrees to pay Lender additional amounts to compensate Lender for any increase in its actual costs incurred in maintaining the Loan or any portion thereof outstanding or for the reduction of any amounts received or receivable from Borrowers Borrower as a result of: (i) of any change after the date hereof in any applicable Law, regulation or treatytreaty (including any Risk-Based Capital Guideline), or in the interpretation or administration thereof, or by any domestic or foreign court, (Ai) changing the basis of taxation of payments under this Agreement to Lender (other than taxes Taxes imposed on all or any portion of the overall net income or receipts of Lender), or (Bii) imposing, modifying or applying any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, credit extended by, or any other acquisition of funds for loans by Lender (which includes the Loan or any applicable portion thereof), or (Ciii) imposing on Lender, or the London interbank market generally, Lender any other condition affecting the Loan, provided that the result of the foregoing is to increase the cost to Lender of maintaining the Loan or any portion thereof or to reduce the amount of any sum received or receivable from Borrowers Borrower by Lender under the Loan Documents; or (ii) the maintenance by Lender of reserves in accordance with reserve requirements promulgated by the Board of Governors of the Federal Reserve System of the United States with respect to “Eurocurrency Liabilities” of a similar term to that of the applicable portion of the Loan (without duplication for reserves already accounted for in the calculation of a LIBOR Rate pursuant to the terms hereof). (b) b. If the application of any Law, rule, regulation or guideline adopted or arising out of the July, 1988 report of the Basle Basel Committee on Banking Regulations and Supervisory Practices entitled “International Convergence of Capital Measurement and Capital Standards”, or the adoption after the date hereof of any other Law, rule, regulation or guideline regarding capital adequacy, or any change after the date hereof in any of the foregoing, or in the interpretation or administration thereof by any domestic or foreign Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Lender, 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 the effect of reducing the rate of return on Lender’s capital to a level below that which Lender would have achieved but for such application, adoption, change or compliance (taking into consideration the policies of Lender with respect to capital adequacy), then, from time to time Borrowers Borrower shall pay to Lender such additional amounts as will compensate Lender for such reduction with respect to any portion of the Loan outstanding. (c) c. Any amount payable by Borrowers Borrower under subsection (a) or subsection (b) of this Section 6.1 5.01 shall be no more than 50 basis points (0.50%) multiplied by the Commitment amount in the aggregate during the term of this loan and shall be paid within five (5) days of receipt by Borrowers Borrower of a certificate signed by an authorized officer of Lender setting forth the amount due and the basis for the determination of such amount, which statement shall be conclusive and binding upon BorrowersBorrower, absent manifest error. Failure on the part of Lender to demand payment from Borrowers Borrower for any such amount attributable to any particular period shall not constitute a waiver of Lender’s right to demand payment of such amount for any subsequent or prior period. Lender shall use reasonable efforts to deliver to Borrowers Borrower prompt notice of any event described in subsection (a) or (b) above, of the amount of the reserve and capital adequacy payments resulting therefrom and the reasons therefor and of the basis of calculation of such amount; provided, however, that any failure by Lender to so notify Borrowers Borrower shall not affect Borrowers’ Borrower’s obligation to pay the reserve and capital adequacy payment resulting therefrom.

Increased Costs and Capital Adequacy. (a) Borrowers recognize Borrower recognizes that the cost to Lender of maintaining the Loan or any portion thereof may fluctuate and, Borrowers agree Borrower agrees to pay Lender additional amounts to compensate Lender for any increase in its actual costs incurred in maintaining the Loan or any portion thereof outstanding or for the reduction of any amounts received or receivable from Borrowers Borrower as a result of: (i) of any change after the date hereof in any applicable Law, regulation or treaty, or in the interpretation or administration thereof, or by any domestic or foreign court, (A) changing the basis of taxation of payments under this Agreement to Lender (other than taxes imposed on all or any portion of the overall net income or receipts of Lender), or (B) imposing, modifying or applying any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, credit extended by, or any other acquisition of funds for loans by Lender (which includes the Loan or any applicable portion thereof), or (C) imposing on Lender, or the London interbank market generally, Lender any other condition affecting the Loan, provided that the result of the foregoing is to increase the cost to Lender of maintaining the Loan or any portion thereof or to reduce the amount of any sum received or receivable from Borrowers Borrower by Lender under the Loan Documents; or (ii) the maintenance by Lender of reserves in accordance with reserve requirements promulgated by the Board of Governors of the Federal Reserve System of the United States with respect to “Eurocurrency Liabilities” of a similar term to that of the applicable portion of the Loan (without duplication for reserves already accounted for in the calculation of a LIBOR Rate pursuant to the terms hereof). (b) If the application of any Law, rule, regulation or guideline adopted 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”, or the adoption after the date hereof of any other Law, rule, regulation or guideline regarding capital adequacy, or any change after the date hereof in any of the foregoing, or in the interpretation or administration thereof by any domestic or foreign Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Lender, 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 the effect of reducing the rate of return on Lender’s capital to a level below that which Lender would have achieved but for such application, adoption, change or compliance (taking into consideration the policies of Lender with respect to capital adequacy), then, from time to time Borrowers Borrower shall pay to Lender such additional amounts as will compensate Lender for such reduction with respect to any portion of the Loan outstanding. (c) Any amount payable by Borrowers Borrower under subsection (a) or subsection (b) of this Section 6.1 shall be paid within five (5) days of receipt by Borrowers of a certificate signed by an authorized officer of Lender setting forth the amount due and the basis for the determination of such amount, which statement shall be conclusive and binding upon Borrowers, absent manifest error. Failure on the part of Lender to demand payment from Borrowers for any such amount attributable to any particular period shall not constitute a waiver of Lender’s right to demand payment of such amount for any subsequent or prior period. Lender shall use reasonable efforts to deliver to Borrowers prompt notice of any event described in subsection (a) or (b) above, of the amount of the reserve and capital adequacy payments resulting therefrom and the reasons therefor and of the basis of calculation of such amount; provided, however, that any failure by Lender to so notify Borrowers shall not affect Borrowers’ obligation to pay the reserve and capital adequacy payment resulting therefrom.Section

Increased Costs and Capital Adequacy. (a) Borrowers recognize that the cost to Lender of maintaining the Loan or any portion thereof may fluctuate and, Borrowers agree Borrower agrees to pay Lender to Agent, without duplication of any other amounts paid by Borrower hereunder, such additional amounts to as any applicable affected Lender shall reasonably and in good faith determine will compensate such affected Lender for any increase in its actual documented out-of-pocket costs incurred in maintaining the Loan or any portion thereof outstanding or for the reduction of any amounts received or receivable from Borrowers with respect to the Loan as a result of: of (i1) compliance by any Lender, or any lending office of any Lender, or the holding company of any Lender, with any applicable new request or new directive implemented after the date hereof of any foreign or domestic Governmental Authority, central bank or comparable agency and/or (2) any change after the date hereof in any applicable Lawlaw, regulation or treaty, or in the interpretation or administration thereofthereof by any domestic or foreign Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law), or by any domestic or foreign court, (Ai) changing the basis of taxation of payments under this Agreement to any Lender (other than taxes imposed on all or any portion of the overall net income or receipts of LenderExcluded Taxes), or (Bii) imposing, modifying or applying any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, credit extended by, or any other acquisition of funds for loans by any Lender (which includes the Loan whether directly, indirectly or any applicable portion thereof), on a portfolio wide basis) or (Ciii) imposing on Lender, or the London interbank market generally, any Lender any other condition affecting the Note or the Loan, provided that excluding, in each case, amounts relating to Taxes, which shall be governed solely by Section 2.10, in each case, to the result of extent increasing the foregoing is to increase the cost to costs incurred by any Lender of in maintaining the Loan or any portion thereof thereof. Notwithstanding the foregoing, all requests, rules, guidelines or directions under or in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act shall be deemed not to reduce have been the amount subject of any sum received request or receivable from Borrowers by directive implemented or any change having occurred prior to the date hereof. No Lender under shall impose on Borrower any Additional Cost pursuant to this Section 2.12(a) unless such Lender’s imposition of such cost is reasonably allocable to the Loan Documents; or (ii) the maintenance by and unless such Lender of reserves in accordance with reserve requirements promulgated by the Board of Governors of the Federal Reserve System of the United States with respect imposes such costs on other similarly situated borrowers to “Eurocurrency Liabilities” of a similar term to that of the applicable portion of the Loan (without duplication for reserves already accounted for in the calculation of a LIBOR Rate pursuant to the terms hereof)which such governmental rules apply. (b) If any Lender shall reasonably and in good faith determine that (i) any change after the date hereof in the general application of any Lawlaw, rule, regulation or guideline adopted or arising out of the July, 1988 June 2006 report of the Basle Basel Committee on Banking Regulations and Supervisory Practices entitled “Basel II: International Convergence of Capital Measurement and Capital Standards: a Revised Framework - Comprehensive Version”, or the adoption after the date hereof of any other Law, rule, regulation or guideline regarding capital adequacy, or any change after the date hereof in any of the foregoing, or in the interpretation or administration thereof by any domestic or foreign Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, (ii) any applicable change after the date hereof in or adoption or implementation after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy (other than any rule, regulation or guideline adopted or issued after the date hereof that is consistent with any law in effect before the date hereof) or (iii) compliance by any Lender, or any lending office of any Lender, or the holding company of any Lender, with any applicable request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agencyagency based on any such change, adoption or implementation, has the effect of reducing the rate of return on any Lender’s capital to a level below that which such Lender would have achieved but for such application, adoption, change change, implementation or compliance (taking into consideration the policies of such Lender or such holding company with respect to capital adequacy), then, then upon notice from time to time Borrowers shall Borrower shall, without duplication of any other amounts paid by Borrower hereunder, pay to Lender Agent such additional amounts as will compensate such Lender for such actual reduction with respect to any portion of the Loan, if any, outstanding. Notwithstanding the foregoing, any change based on the reports and supporting documentation of the Basel Committee on Banking Supervision of December 2009 entitled “Strengthening the Resilience of the Banking Sector” and “International Framework for Liquidity Risk Measurement, Standards and Monitoring”, in each case together with any amendments thereto, shall not be deemed to have occurred on or prior to the date hereof. No Lender shall impose on Borrower any Additional Cost pursuant to this Section 2.12(b) unless such cost is reasonably allocable to the Loan outstandingand unless such Lender imposes such costs on other similarly situated borrowers to which such governmental rules apply. (c) Any amount payable by Borrowers under subsection (aBorrower pursuant to Section 2.12(a) or subsection (b) of this Section 6.1 (such amounts collectively referred to as “Additional Costs”) shall be paid to Agent within five ten (510) days Business Days of receipt by Borrowers Borrower of a certificate signed by an authorized officer of Lender Agent (or of the applicable Lender, with a copy to Agent) setting forth the amount due and Agent’s (or the applicable Lender’s) basis (with reasonable detail) for the determination of such amountAdditional Costs, which statement certificate shall be conclusive and binding upon Borrowers, absent manifest errorsent by Agent within one hundred twenty (120) days after Agent (or the applicable Lender) obtains actual knowledge thereof. Failure on If Agent (or the part of Lender applicable Lender) fails to demand payment from Borrowers Borrower for any such amount Additional Costs attributable to any particular period within such one hundred twenty (120) day period, Agent (or the applicable Lender) shall not constitute a waiver of Lender’s right only be entitled to demand payment for costs incurred from and after the date that is one hundred twenty (120) days prior to the date that Agent (or the applicable Lender) actually notifies Borrower. (d) If any Lender shall reasonably and in good faith determine that the LIBOR Rate does not adequately and fully reflect such Lender’s costs of funds, then such Lender shall give prompt notice (including reasonable detail) to Borrower (with a copy to Agent) of such amount fact and the option to convert to or to continue the Applicable Interest Rate as a LIBOR Rate shall be suspended until such time as such condition no longer exists. In the event that the option to convert to or to continue an Applicable Interest Rate as a LIBOR Rate shall be suspended as provided in this Section 2.12(d), effective upon the giving of such notice, and if applicable, effective as of the first date that the LIBOR Rate Period would otherwise be in effect pursuant to Section 2.3(d), interest on the Loan Portion for any subsequent which a LIBOR Rate was to be determined shall be payable at the Base Rate, from and including the date of the giving of such notice (or prior periodthe date that the LIBOR Rate Period would otherwise be in effect pursuant to Section 2.3(d), if applicable) until the earlier to occur of: the Maturity Date and the date that the conditions referred to in this Section 2.12(d) no longer exist. No Lender shall use provide notice of the suspension of the option to convert or continue the Applicable Interest Rate as a LIBOR Rate pursuant to this Section 2.12(d) unless such Lender takes similar action with respect to other similarly situated borrowers with respect to loans where such Lender has a contractual right to do so. (e) If any Lender (an “Affected Lender”) gives notice to Borrower of the occurrence of the circumstances described in Section 2.10, Section 2.11(b), Section 2.12(a), Section 2.12(b), or Section 2.12(d), Borrower may, within ninety (90) days of receipt of such notice, give written notice to Agent and to each Lender of Borrower’s intention to (y) replace the Affected Lender with an Eligible Assignee designated in such notice and otherwise reasonably acceptable to Agent (any such notice, a “Section 2.12 Replacement Notice”), or (z) from and after the Permitted Prepayment Date only, prepay the entire outstanding principal balance of the Loan, together with any Breakage Costs in connection therewith under Section 2.8, but, provided that no Event of Default shall have occurred and be continuing and provided further that Borrower shall have used commercially reasonable efforts for a period not less than ninety (90) days to deliver replace the Affected Lender with a Replacement Lender, without any Prepayment Fee or any other prepayment premium or fee (any such notice, a “Section 2.12 Prepayment Notice”). (f) If Borrower delivers a Section 2.12 Replacement Notice, then unless the Affected Lender agrees, within ten (10) days of receipt of such Section 2.12 Replacement Notice, to Borrowers prompt notice waive the application of any event described in subsection Section 2.11(b), Section 2.12(a), Section 2.12(b), or Section 2.12(d), as applicable, the Affected Lender shall thereafter, so long as no Event of Default exists, assign all of its rights and obligations under this Loan Agreement to a financial institution which is an Approved Assignee (athe “Replacement Lender”) or (b) above, and the Replacement Lender shall assume all of the Affected Lender’s rights and obligations under this Loan Agreement, in each case pursuant to an agreement, substantially in the form of an Assignment and Acceptance, executed by the Affected Lender and the Replacement Lender. In connection therewith, the Replacement Lender shall pay to the Affected Lender an amount equal to the Affected Lender’s Pro Rata Share of the outstanding principal amount of the reserve Loan plus all interest accrued thereon, plus all other then accrued and capital adequacy payments resulting therefrom unpaid amounts, if any, allocable to the Affected Lender. Upon the effective date of such Assignment and Acceptance, the Replacement Lender shall become a party to this Loan Agreement and shall have all the rights and obligations of a Lender hereunder and the reasons therefor Affected Lender shall be released from its obligations hereunder, and no further consent or action by any party shall be required. Borrower, Agent and the Lenders shall execute such modifications to the Loan Documents as shall be reasonably required in connection with and to effectuate the foregoing. Any Affected Lender which is replaced as a Lender under this Section 2.12(f) shall remain entitled to the benefits of this Loan Agreement, including, without limitation, this Section 2.12, in respect of the basis period prior to its replacement. (g) If Borrower delivers a Section 2.12 Prepayment Notice, then unless the Affected Lender agrees, within ten (10) days of calculation receipt of such amount; providedSection 2.12 Prepayment Notice, to waive the application of Section 2.11(b), Section 2.12(a), Section 2.12(b), or Section 2.12(d), Borrower shall have the right, exercisable within ninety (90) days after the end of such ten (10) day period, to prepay the entire outstanding principal balance of the Loan, together with any Breakage Costs thereon under Section 2.8, but, provided that no Event of Default shall have occurred and be continuing and provided further that Borrower shall have used commercially reasonable efforts for a period not less than ninety (90) days to replace the Affected Lender with a Replacement Lender, without a Prepayment Fee, it being agreed, however, that any failure by Borrower shall have no right to make a prepayment under this Section 2.12(g) whatsoever until the occurrence of the Permitted Prepayment Date. By way of example and not limitation, if Borrower delivers a Section 2.12 Prepayment Notice on April 1, 2013, the Affected Lender would have until April 10, 2013 to decide whether or not to waive the payment of the Additional Costs in question, and Borrower would then have until July 10, 2013 (so notify Borrowers shall not affect Borrowers’ obligation long no Event of Default exists at the time of such prepayment) to pay make such a prepayment of the reserve and capital adequacy payment resulting therefromLoan.

Increased Costs and Capital Adequacy. (a) Borrowers recognize that If, due to any Change in Law, there shall be any increase in the cost to Lender any Bank by an amount such Bank reasonably determines to be material of agreeing to issue or of issuing or maintaining or participating in LOCs or the Loan or making of LOC Disbursements (excluding, for purposes of this Section, any portion thereof may fluctuate and, Borrowers agree to pay Lender additional amounts to compensate Lender for any increase in its actual such increased costs incurred in maintaining the Loan or any portion thereof outstanding or for the reduction of any amounts received or receivable resulting from Borrowers as a result of: (i) any change after the date hereof in any applicable Law, regulation Taxes or treaty, or in the interpretation or administration thereof, or by any domestic or foreign courtOther Taxes (as to which Section 2.08 shall exclusively govern), (Aii) changing changes in the basis of taxation of payments under this Agreement to Lender (other than taxes imposed on all or any portion of the overall net income or receipts overall gross income by the United States or by the foreign jurisdiction or state under the laws of Lender)which such Bank is organized or has its Lending Office or any political subdivision thereof, (iii) any increased cost in respect of which a Bank is entitled to compensation under any other provision of this Agreement, (iv) any payment to the extent that it is attributable to the requirement of any Governmental Authority which regulates a Bank or its holding company which is imposed by reason of the quality of such Bank’s assets or those of its holding company and not generally imposed on all entities of the same kind regulated by the same authority, or (Bv) imposingany increased cost arising by reason of a Bank voluntarily breaching any lending limit or other similar restriction imposed by any provision of any relevant law or regulation after the introduction thereof), modifying or applying any reservethen the Company agrees to pay, special deposit or similar requirement against assets offrom time to time, deposits within fifteen (15) days after demand by such Bank (with or a copy of such demand to the Administrative Agent), which demand shall include a statement of the basis for such demand and a calculation in reasonable detail of the amount demanded, to the Administrative Agent for the account of, credit extended by, or any other acquisition of funds such Bank additional amounts sufficient to compensate such Bank for loans by Lender (which includes the Loan or any applicable portion thereof), or (C) imposing on Lender, or the London interbank market generally, any other condition affecting the Loan, provided that the result of the foregoing is such increased cost. A certificate as to increase the cost to Lender of maintaining the Loan or any portion thereof or to reduce the amount of any sum received or receivable from Borrowers by Lender under the Loan Documents; or (ii) the maintenance by Lender of reserves in accordance with reserve requirements promulgated by the Board of Governors of the Federal Reserve System of the United States with respect to “Eurocurrency Liabilities” of a similar term to that of the applicable portion of the Loan (without duplication for reserves already accounted for in the calculation of a LIBOR Rate pursuant such increased cost, submitted to the terms hereof)Company by such Bank, shall be conclusive and binding for all purposes, absent manifest error of which the Company has notified such Bank or the Issuing Bank (and the Administrative Agent) promptly after receipt of such certificate. (b) If the application of If, due to any Change in Law, rule, regulation there shall be any increase in the amount of capital required or guideline adopted 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”, or the adoption after the date hereof of expected to be maintained by any other Law, rule, regulation or guideline regarding capital adequacy, Bank or any change after corporation controlling such Bank as a result of or based upon the date hereof in any existence of the foregoing, such Bank's commitment to extend credit hereunder and other commitments of such type pursuant hereto that has or in the interpretation or administration thereof by any domestic or foreign Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Lender, 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 would have the effect of reducing the rate of return on Lendersuch Bank’s (or such Bank’s parent corporation’s) capital to a level below that which Lender would such Bank (or such Bank’s parent corporation) could have achieved but for such applicationChange in Law (excluding, adoptionfor purposes of this Section, any such increased costs resulting from any change to the extent that it is attributable to the requirement of any Governmental Authority which regulates a Bank or compliance its holding company which is imposed by reason of the quality of such Bank’s assets or those of its holding company and not generally imposed on all entities of the same kind regulated by the same authority) then, within fifteen (taking into consideration 15) days after demand by such Bank or such corporation (with a copy of such demand to the policies of Lender with respect to capital adequacyAdministrative Agent), thenwhich demand shall include a statement of the basis for such demand and a calculation in reasonable detail of the amount demanded, the Company agrees to pay to the Administrative Agent for the account of such Bank, from time to time Borrowers shall pay to Lender as specified by such Bank, additional amounts sufficient to compensate such Bank in the light of such circumstances, to the extent that such Bank reasonably determines such increase in capital to be allocable to the existence of such Bank's commitment to issue or participate in LOCs hereunder or to the issuance or maintenance of or participation in any LOC. A certificate as will compensate Lender to such amounts submitted to the Company by such Bank shall be conclusive and binding for all purposes, absent manifest error of which the Company has notified such reduction with respect to any portion Bank or the Issuing Bank (and the Administrative Agent) promptly after receipt of the Loan outstandingsuch certificate. (c) Any Promptly after an officer with responsibility for its participation in the Facility becomes aware of the relevant circumstances and their results, each Bank shall promptly notify the Company and the Administrative Agent of any event of which will result in, and will use reasonable commercial efforts available to it (and not, in such Bank's good faith judgment, otherwise materially disadvantageous to such Bank) to mitigate or avoid, any obligation of the Company to pay any amount payable by Borrowers under subsection (apursuant to Section 2.06(a) or subsection 2.06(b) above or pursuant to Section 2.08 (b) and, if any Bank has given notice of this Section 6.1 any such event and thereafter such event ceases to exist, such Bank shall be paid within five (5) days of receipt by Borrowers of a certificate signed by an authorized officer of Lender setting forth promptly so notify the amount due Company and the basis for Administrative Agent). Without limiting the determination of foregoing, each Bank will designate a different Lending Office if such amount, which statement shall be conclusive and binding upon Borrowers, absent manifest error. Failure on designation will avoid (or reduce the part of Lender cost to demand payment from Borrowers for any such amount attributable to any particular period shall not constitute a waiver of Lender’s right to demand payment of such amount for any subsequent or prior period. Lender shall use reasonable efforts to deliver to Borrowers prompt notice of the Company of) any event described in subsection the preceding sentence and such designation will not, in such Bank's good faith judgment, be otherwise materially disadvantageous to such Bank. (ad) Notwithstanding the provisions of Section 2.06(a), 2.06(b) or 2.08 (band without limiting Section 2.06(c) above), if any Bank fails to notify the Company of the amount of the reserve and capital adequacy payments resulting therefrom and the reasons therefor and of the basis of calculation any event or circumstance that will entitle such Bank to compensation pursuant to Section 2.06(a), 2.06(b) or 2.08 within 180 days after such Bank obtains actual knowledge of such amount; providedevent or circumstance, however, that any failure by Lender to so notify Borrowers then such Bank shall not affect Borrowers’ obligation be entitled to pay compensation from the reserve and capital adequacy payment resulting therefromCompany for any amount arising prior to the date that is 180 days before the date on which such Bank notifies the Company of such event or circumstance; provided that, if the event or circumstance giving rise to such entitlement to compensation is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs and Capital Adequacy. (a) Borrowers recognize 2.9.1 Borrower recognizes that the cost to any Lender of maintaining the Loan or any portion thereof may fluctuate and, Borrowers agree to the extent that such Lender makes such determination generally with respect to similarly situated borrowers, Borrower agrees to pay Lender Agent additional amounts to compensate any such Lender for any increase in its actual costs incurred in maintaining the Loan or any portion thereof outstanding or for the reduction of any amounts received or receivable from Borrowers Borrower as a result of: (ia) any change after the date hereof in any applicable Lawlaw, regulation or treaty, or in the interpretation or administration thereof, or by any domestic or foreign court, (A) changing the basis of taxation of payments under this Agreement to any Lender (other than taxes imposed on all or any portion of the overall net income or receipts of LenderLenders or franchise taxes), or (B) imposing, modifying or applying any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, credit extended by, or any other acquisition of funds for loans by any Lender (which includes the Loan or any applicable portion thereof) (provided, however, that Borrower shall not be charged again the Reserve Percentage already accounted for in the definition of the Adjusted LIBOR Rate), or (C) imposing on any Lender, or the London interbank market generally, any other condition affecting the Loan, provided that the result of the foregoing is to increase the cost to any Lender of maintaining the Loan or any portion thereof or to reduce the amount of any sum received or receivable from Borrowers Borrower by any Lender under the Loan Documents; or (iib) the maintenance by any Lender of reserves in accordance with reserve requirements promulgated by the Board of Governors of the Federal Reserve System of the United States with respect to “Eurocurrency Liabilities” of a similar term to that of the applicable portion of the Loan (without duplication for reserves already accounted for in the calculation of a LIBOR Rate pursuant to the terms hereof). So long as no Event of Default has occurred and is continuing, upon written demand of Borrower, the Borrower may with thirty (30) days’ written notice to the Agent, require any such Lender whose costs of maintaining the Loan or any portion thereof has increased as provided for in this Section 2.9.1 to sell and assign its entire interest in the Loan pursuant to Section 13.22 hereof to any Eligible Assignee identified by the Borrower in its demand and reasonably approved by the Agent, upon payment by such Eligible Assignee of the entire par amount of such Lender’s interest in the Loan, plus any compensation required to be paid hereunder and any applicable Breakage Costs. (b) 2.9.2 If the application of any Lawlaw, rule, regulation or guideline adopted 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”, or the adoption after the date hereof of any other Lawlaw, rule, regulation or guideline regarding capital adequacy, or any change after the date hereof in any of the foregoing, or in the interpretation or administration thereof by any domestic or foreign Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender, 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 the effect of reducing the rate of return on such Lender’s capital to a level below that which such Lender would have achieved but for such application, adoption, change or compliance (taking into consideration the policies of such Lender with respect to capital adequacy), then, to the extent that such Lender requires such compensation generally with respect to similarly situated borrowers, from time to time Borrowers Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction with respect to any portion of the Loan outstanding. So long as no Event of Default has occurred and is continuing, upon written demand of Borrower, the Borrower may with thirty (30) days written notice to the Agent, require any such Lender to whom compensation is due and payable by the Borrower as provided for in this Section 2.9.2 to sell and assign its entire interest in the Loan pursuant to Section 13.22 hereof to any Eligible Assignee identified by the Borrower in its demand and reasonably approved by the Agent, upon payment by such Eligible Assignee of the entire par amount of such Lender’s interest in the Loan, plus any compensation required to be paid hereunder and any applicable Breakage Costs. (c) 2.9.3 Any amount payable by Borrowers Borrower under subsection (a) 2.9.1 or subsection (b) of this Section 6.1 2.9.2 above shall be paid within five (5) days of receipt by Borrowers Borrower of a certificate signed by an authorized officer of Lender Agent setting forth the amount due and the basis for the determination of such amount, which statement shall be conclusive and binding upon BorrowersBorrower, absent manifest error. Failure on the part of Lender Agent to demand payment from Borrowers Borrower for any such amount attributable to any particular period shall not constitute a waiver of Lender’s right to demand payment of such amount for any subsequent or prior period. Lender Agent shall use reasonable efforts to deliver to Borrowers Borrower prompt notice of any event described in subsection (a) 2.9.1 or (b) 2.9.2 above, of the amount of the reserve and capital adequacy payments resulting therefrom and the reasons therefor and of the basis of calculation of such amount; provided, however, that any failure by Lender Agent so to so notify Borrowers Borrower shall not affect Borrowers’ Borrower’s obligation to pay the reserve and capital adequacy payment resulting therefrom.

Increased Costs and Capital Adequacy. (a) Borrowers recognize Borrower recognizes that the cost to Lender of maintaining the Loan or any portion thereof may fluctuate and, Borrowers agree and Borrower agrees to pay Lender additional amounts to compensate Lender for any increase in its actual costs incurred (to the extent in excess of such costs as of the date hereof) in maintaining the Loan or any portion thereof outstanding or for the reduction of any amounts received or receivable from Borrowers as a result of: (i) any change after the date hereof in any applicable Lawlaw, regulation or treaty, or in the binding interpretation or administration thereofthereof by any domestic or foreign governmental authority charged with the interpretation or administration thereof (whether or not having the force of law), or by any domestic or foreign court, (A) changing the basis of taxation of payments under this Agreement to Lender (other than taxes imposed on all or any portion of the overall net income of Lender by the State of New York or receipts the United States or by any political subdivision or taxing authority of Lenderthe State of New York or the United States or by any foreign government or political subdivision), or ; (B) imposing, modifying or applying any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, credit extended by, or any other acquisition of funds for loans by Lender (which includes the Loan or any applicable portion thereof)by, Lender; or (C) imposing on Lender, Lender or the London interbank eurodollar market generally, any other condition affecting the Loan, ; provided that the result of the foregoing is to increase the cost over and above -------- what such costs are as of the date hereof to Lender of maintaining the Loan or any portion thereof or to reduce the amount of any sum received or receivable from Borrowers by Lender under the Loan DocumentsSecurity Documents (whether principal, interest or otherwise), but without duplication for payments required under subsection (ii) below; or (ii) the imposition of, or a change in, or the actual maintenance by Lender of of, reserves in accordance with reserve requirements promulgated by the Board of Governors of the Federal Reserve System of the United States with respect to “Eurocurrency Liabilities” of a similar term to that of the applicable portion of the Loan (without duplication for reserves already accounted for in the calculation of a LIBOR Rate pursuant to the terms hereof)States. (b) If Lender shall determine that the application of any Lawlaw, rule, regulation or guideline adopted or arising out of the July, July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled “"International Convergence of Capital Measurement and Capital Standards”, ," or the adoption after the date hereof of any other Lawlaw, rule, regulation or guideline regarding capital adequacy, or any change after the date hereof in any of the foregoing, or in the interpretation or administration thereof by any domestic or foreign Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Lender, Lender or an Affiliate of Lender with any binding request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has the effect of reducing the rate of return on Lender’s 's capital to a level below that which Lender would have achieved but for such application, adoption, change or compliance (taking into consideration the policies of Lender with respect to capital adequacy), then, from time to time Borrowers Borrower shall pay to Lender such additional amounts as will compensate Lender for such reduction with respect to any portion of the Loan outstanding. (c) Any amount payable by Borrowers under Borrower pursuant to subsection (a) or subsection (b) of this Section 6.1 2.14 shall be paid to Lender within five (5) days ------------ Business Days of receipt by Borrowers Borrower of a certificate signed by an authorized officer of Lender setting forth in reasonable detail the amount due and the basis for the determination of such amount, which statement shall be conclusive and binding upon BorrowersBorrower, absent manifest error. Failure on the part of Lender to demand payment from Borrowers Borrower for any such amount attributable to any particular period shall not constitute a waiver of Lender’s 's right to demand payment of such amount for any subsequent or prior period. Lender shall use reasonable efforts to deliver to Borrowers prompt notice of any event described in subsection (a) or (b) above, of the amount of the reserve and capital adequacy payments resulting therefrom and the reasons therefor and of the basis of calculation of such amount; provided, however, that any failure by Lender to so notify Borrowers shall not affect Borrowers’ obligation to pay the reserve and capital adequacy payment resulting therefrom.

Increased Costs and Capital Adequacy. (a) Borrowers recognize Borrower recognizes that the cost to Lender of maintaining the Loan or any portion thereof may fluctuate and, Borrowers agree Borrower agrees to pay Lender additional amounts to compensate Lender for any increase in its actual costs incurred in maintaining the Loan or any portion thereof outstanding or for the reduction of any amounts received or receivable from Borrowers Borrower as a result of: (i) of any change after the date hereof in any applicable Law, regulation or treatytreaty (including any Risk-Based Capital Guideline), or in the interpretation or administration thereof, or by any domestic or foreign court, (Ai) changing the basis of taxation of payments under this Agreement to Lender (other than taxes Taxes imposed on all or any portion of the overall net income or receipts of Lender), or (Bii) imposing, modifying or applying any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, credit extended by, or any other acquisition of funds for loans by Lender (which includes the Loan or any applicable portion thereof), or (Ciii) imposing on Lender, or the London interbank market generally, Lender any other condition affecting the Loan, provided that the result of the foregoing is to increase the cost to Lender of maintaining the Loan or any portion thereof or to reduce the amount of any sum received or receivable from Borrowers Borrower by Lender under the Loan Documents; or (ii) the maintenance by Lender of reserves in accordance with reserve requirements promulgated by the Board of Governors of the Federal Reserve System of the United States with respect to “Eurocurrency Liabilities” of a similar term to that of the applicable portion of the Loan (without duplication for reserves already accounted for in the calculation of a LIBOR Rate pursuant to the terms hereof). (b) If the application of any Law, rule, regulation or guideline adopted or arising out of the July, 1988 report of the Basle Basel Committee on Banking Regulations and Supervisory Practices entitled “International Convergence of Capital Measurement and Capital Standards”, or the adoption after the date hereof of any other Law, rule, regulation or guideline regarding capital adequacy, or any change after the date hereof in any of the foregoing, or in the interpretation or administration thereof by any domestic or foreign Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Lender, 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 the effect of reducing the rate of return on Lender’s capital to a level below that which Lender would have achieved but for such application, adoption, change or compliance (taking into consideration the policies of Lender with respect to capital adequacy), then, from time to time Borrowers Borrower shall pay to Lender such additional amounts as will compensate Lender for such reduction with respect to any portion of the Loan outstanding. (c) Any amount payable by Borrowers Borrower under subsection (a) or subsection (b) of this Section 6.1 shall be paid within five (5) days Business Days of receipt by Borrowers Borrower of a certificate signed by an authorized officer of Lender setting forth the amount due and the basis for the determination of such amount, which statement shall be conclusive and binding upon BorrowersBorrower, absent manifest error. Failure on the part of Lender to demand payment from Borrowers Borrower for any such amount attributable to any particular period shall not constitute a waiver of Lender’s right to demand payment of such amount for any subsequent or prior period. Lender shall use reasonable efforts to deliver to Borrowers Borrower prompt notice of any event described in subsection (a) or (b) above, of the amount of the reserve and capital adequacy payments resulting therefrom and the reasons therefor and of the basis of calculation of such amount; provided, however, that any failure by Lender to so notify Borrowers Borrower shall not affect Borrowers’ Borrower’s obligation to pay the reserve and capital adequacy payment resulting therefrom.

Increased Costs and Capital Adequacy. (a) Borrowers recognize Borrower recognizes that the cost to Lender of maintaining the Loan or any portion thereof may fluctuate and, Borrowers agree Borrower agrees to pay Lender additional amounts to compensate Lender for any increase in its actual costs incurred in maintaining the Loan or any portion thereof outstanding or for the reduction of any amounts received or receivable from Borrowers Borrower as a result of: (i) of any change after the date hereof in any applicable Law, regulation or treatytreaty (including any Risk-Based Capital Guideline), or in the interpretation or administration thereof, or by any domestic or foreign court, (Ai) changing the basis of taxation of payments under this Agreement to Lender (other than taxes Taxes imposed on all or any portion of the overall net income or receipts of Lender), or (Bii) imposing, modifying or applying any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, credit extended by, or any other acquisition of funds for loans by Lender (which includes the Loan or any applicable portion thereof), or (Ciii) imposing on Lender, or the London interbank market generally, Lender any other condition affecting the Loan, provided that the result of the foregoing is to increase the cost to Lender of maintaining the Loan or any portion thereof or to reduce the amount of any sum received or receivable from Borrowers Borrower by Lender under the Loan Documents; or (ii) the maintenance by Lender of reserves in accordance with reserve requirements promulgated by the Board of Governors of the Federal Reserve System of the United States with respect to “Eurocurrency Liabilities” of a similar term to that of the applicable portion of the Loan (without duplication for reserves already accounted for in the calculation of a LIBOR Rate pursuant to the terms hereof). (b) If the application of any Law, rule, regulation or guideline adopted or arising out of the July, 1988 report of the Basle Basel Committee on Banking Regulations and Supervisory Practices entitled “International Convergence of Capital Measurement and Capital Standards”, or the adoption after the date hereof of any other Law, rule, regulation or guideline regarding capital adequacy, or any change after the date hereof in any of the foregoing, or in the interpretation or administration thereof by any domestic or foreign Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Lender, 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 the effect of reducing the rate of return on Lender’s capital to a level below that which Lender would have achieved but for such application, adoption, change or compliance (taking into consideration the policies of Lender with respect to capital adequacy), then, from time to time Borrowers Borrower shall pay to Lender such additional amounts as will compensate Lender for such reduction with respect to any portion of the Loan outstanding. (c) Any amount payable by Borrowers under subsection (a) or subsection (b) of this Section 6.1 shall be paid within five (5) days of receipt by Borrowers of a certificate signed by an authorized officer of Lender setting forth the amount due and the basis for the determination of such amount, which statement shall be conclusive and binding upon Borrowers, absent manifest error. Failure on the part of Lender to demand payment from Borrowers for any such amount attributable to any particular period shall not constitute a waiver of Lender’s right to demand payment of such amount for any subsequent or prior period. Lender shall use reasonable efforts to deliver to Borrowers prompt notice of any event described in subsection (a) or (b) above, of the amount of the reserve and capital adequacy payments resulting therefrom and the reasons therefor and of the basis of calculation of such amount; provided, however, that any failure by Lender to so notify Borrowers shall not affect Borrowers’ obligation to pay the reserve and capital adequacy payment resulting therefrom.

Increased Costs and Capital Adequacy. (a) Borrowers recognize Borrower recognizes that the cost to Lender of maintaining the Loan or any portion thereof may fluctuate and, Borrowers agree Borrower agrees to pay Lender additional amounts to compensate Lender for any increase in its actual costs incurred in maintaining the Loan or any portion thereof outstanding or for the reduction of any amounts received or receivable from Borrowers Borrower as a result of: (i) of any change after the date hereof in any applicable Law, regulation or treatytreaty (including any Risk-Based Capital Guideline), or in the interpretation or administration thereof, or by any domestic or foreign court, (Ai) changing the basis of taxation of payments under this Agreement to Lender (other than taxes Taxes imposed on all or any portion of the overall net income or receipts of Lender), or (Bii) imposing, modifying or applying any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, credit extended by, or any other acquisition of funds for loans by Lender (which includes the Loan or any applicable portion thereof), or (Ciii) imposing on Lender, or the London interbank market generally, Lender any other condition affecting the Loan, provided that the result of the foregoing is to increase the cost to Lender of maintaining the Loan or any portion thereof or to reduce the amount of any sum received or receivable from Borrowers Borrower by Lender under the Loan Documents; or (ii) the maintenance by Lender of reserves in accordance with reserve requirements promulgated by the Board of Governors of the Federal Reserve System of the United States with respect to “Eurocurrency Liabilities” of a similar term to that of the applicable portion of the Loan (without duplication for reserves already accounted for in the calculation of a LIBOR Rate pursuant to the terms hereof). (b) If the application of any Law, rule, regulation or guideline adopted or arising out of the July, 1988 report of the Basle Basel Committee on Banking Regulations and Supervisory Practices entitled “International Convergence of Capital Measurement and Capital Standards”, or the adoption after the date hereof of any other Law, rule, regulation or guideline regarding capital adequacy, or any change after the date hereof in any of the foregoing, or in the interpretation or administration thereof by any domestic or foreign Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Lender, 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 the effect of reducing the rate of return on Lender’s capital to a level below that which Lender would have achieved but for such application, adoption, change or compliance (taking into consideration the policies of Lender with respect to capital adequacy), then, from time to time Borrowers Borrower shall pay to Lender such additional amounts as will compensate Lender for such reduction with respect to any portion of the Loan outstanding. (c) Any amount payable by Borrowers Borrower under subsection (a) or subsection (b) of this Section 6.1 shall be paid within five (5) days of receipt by Borrowers Borrower of a certificate signed by an authorized officer of Lender setting forth the amount due and the basis for the determination of such amount, which statement shall be conclusive and binding upon BorrowersBorrower, absent manifest error. Failure on the part of Lender to demand payment from Borrowers Borrower for any such amount attributable to any particular period shall not constitute a waiver of Lender’s right to demand payment of such amount for any subsequent or prior period. Lender shall use reasonable efforts to deliver to Borrowers Borrower prompt notice of any event described in subsection (a) or (b) above, of the amount of the reserve and capital adequacy payments resulting therefrom and the reasons therefor and of the basis of calculation of such amount; provided, however, that any failure by Lender to so notify Borrowers Borrower shall not affect Borrowers’ Borrower’s obligation to pay the reserve and capital adequacy payment resulting therefrom.

Increased Costs and Capital Adequacy. (a) Borrowers recognize Borrower recognizes that the cost to Lender of maintaining the Loan or any portion thereof may fluctuate and, Borrowers agree Borrower agrees to pay Lender additional amounts to compensate Lender for any increase in its actual costs incurred in maintaining the Loan or any portion thereof outstanding or for the reduction of any amounts received or receivable from Borrowers Borrower as a result of: (i) any change after the date hereof in any applicable Law, regulation or treaty, or in the interpretation or administration thereof, or by any domestic or foreign court, (A) changing the basis of taxation of payments under this Agreement to Lender (other than taxes imposed on all or any portion of the overall net income or receipts of Lender), or (B) imposing, modifying or applying any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, credit extended by, or any other acquisition of funds for loans by Lender (which includes the Loan or any applicable portion thereof) (provided, however, that Borrower shall not be charged again the Reserve Percentage already accounted for in the definition of the Adjusted LIBOR Rate),, or (C) imposing on Lender, or the London interbank market generally, any other condition affecting the Loan, provided that the result of the foregoing is to increase the cost to Lender of maintaining the Loan or any portion thereof or to reduce the amount of any sum received or receivable from Borrowers Borrower by Lender under the Loan Documents; or (ii) the maintenance by Lender of reserves in accordance with reserve requirements promulgated by the Board of Governors of the Federal Reserve System of the United States with respect to “Eurocurrency Liabilities” of a similar term to that of the applicable portion of the Loan (without duplication for reserves already accounted for in the calculation of a LIBOR Rate pursuant to the terms hereof). (b) If the application of any Law, rule, regulation or guideline adopted 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”, or the adoption after the date hereof of any other Law, rule, regulation or guideline regarding capital adequacy, or any change after the date hereof in any of the foregoing, or in the interpretation or administration thereof by any domestic or foreign Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Lender, 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 the effect of reducing the rate of return on Lender’s capital to a level below that which Lender would have achieved but for such application, adoption, change or compliance (taking into consideration the policies of Lender with respect to capital adequacy), then, from time to time Borrowers Borrower shall pay to Lender such additional amounts as will compensate Lender for such reduction with respect to any portion of the Loan outstanding. (c) Any amount payable by Borrowers Borrower under subsection (a) or subsection (b) of this Section 6.1 shall be paid within five (5) days Business Days of receipt by Borrowers Borrower of a certificate signed by an authorized officer of Lender setting forth the amount due and the basis for the determination of such amount, which statement shall be conclusive and binding upon BorrowersBorrower, absent manifest error. Failure on the part of Lender to demand payment from Borrowers Borrower for any such amount attributable to any particular period shall not constitute a waiver of Lender’s right to demand payment of such amount for any subsequent or prior period. Lender shall use reasonable efforts to deliver to Borrowers Borrower prompt notice of any event described in subsection (a) or (b) above, of the amount of the reserve and capital adequacy payments resulting therefrom and the reasons therefor and of the basis of calculation of such amount; provided, however, that any failure by Lender to so notify Borrowers Borrower shall not affect Borrowers’ Borrower’s obligation to pay the reserve and capital adequacy payment resulting therefrom.

Increased Costs and Capital Adequacy. (a) Borrowers recognize Borrower recognizes that the cost to Lender Lenders of maintaining the Loan or any portion thereof may fluctuate and, Borrowers agree Borrower agrees to pay Lender Agent additional amounts to compensate Lender Lenders for any increase in its their actual costs incurred in maintaining the Loan or any portion thereof outstanding or for the reduction of any amounts received or receivable from Borrowers Borrower as a result of: (i) any change after the date hereof in any applicable Law, regulation or treaty, or in the interpretation or administration thereof, or by any domestic or foreign court, (A) changing the basis of taxation of payments under this Agreement to any Lender (other than taxes imposed on all or any portion of the overall net income or receipts of such Lender), or (B) imposing, modifying or applying any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, credit extended by, or any other acquisition of funds for loans by any Lender (which includes the Loan or any applicable portion thereof) (provided, however, that Borrower shall not be charged again the Reserve Percentage already accounted for in the definition of the Adjusted LIBOR Rate), or (C) imposing on any Lender, or the London interbank market generally, any other condition affecting the Loan, provided that the result of the foregoing is to increase the cost to such Lender of maintaining the Loan or any portion thereof or to reduce the amount of any sum received or receivable from Borrowers Borrower by such Lender under the Loan Documents; or (ii) the maintenance by a Lender of reserves in accordance with reserve requirements promulgated by the Board of Governors of the Federal Reserve System of the United States with respect to “Eurocurrency Liabilities” of a similar term to that of the applicable portion of the Loan (without duplication for reserves already accounted for in the calculation of a LIBOR Rate pursuant to the terms hereof). Notwithstanding the foregoing, Borrower shall not be obligated to pay such amounts for a period in excess of three (3) months prior to date Agent notifies Borrower of the applicable increase. (b) If the application of any Law, rule, regulation or guideline adopted or arising out of the July, 1988 report of the Basle Basel Committee on Banking Regulations and Supervisory Practices entitled “International Convergence of Capital Measurement and Capital Standards”, or the adoption after the date hereof of any other Law, rule, regulation or guideline regarding capital adequacy, or any change after the date hereof in any of the foregoing, or in the interpretation or administration thereof by any domestic or foreign Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender, 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 the effect of reducing the rate of return on such Lender’s capital to a level below that which such Lender would have achieved but for such application, adoption, change or compliance (taking into consideration the policies of such Lender with respect to capital adequacy), then, from time to time Borrowers Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction with respect to any portion of the Loan outstanding. (c) Any amount payable by Borrowers Borrower under subsection (aSection 6.1(a) or subsection (b6.1(b) of this Section 6.1 shall be paid within five ten (510) days Business Days of receipt by Borrowers Borrower of a certificate signed by an authorized officer of Lender Agent setting forth the amount due and the basis for the determination of such amount, which statement shall be conclusive and binding upon BorrowersBorrower, absent manifest error. Failure on the part of Lender Agent to demand payment from Borrowers Borrower for any such amount attributable to any particular period shall not constitute a waiver of any Lender’s right to demand payment of such amount for any subsequent or prior period. Lender Agent shall use reasonable efforts to deliver to Borrowers Borrower prompt notice of any event described in subsection (aSection 6.1(a) or (b6.1(b) above, of the amount of the reserve and capital adequacy payments resulting therefrom and the reasons therefor and of the basis of calculation of such amount; provided, however, that any failure by Lender Agent to so notify Borrowers Borrower shall not affect Borrowers’ Borrower’s obligation to pay the reserve and capital adequacy payment resulting therefrom.

Increased Costs and Capital Adequacy. (a) Borrowers recognize Borrower recognizes that the cost to Lender of maintaining the Loan or any portion thereof may fluctuate and, Borrowers agree and Borrower agrees to pay Lender additional amounts to compensate Lender for any increase in its actual costs incurred (to the extent in excess of such costs as of the date hereof) in maintaining the Loan or any portion thereof outstanding or for the reduction of any amounts received or receivable from Borrowers as a result of: (i) any change after the date hereof in any applicable Lawlaw, regulation or treaty, or in the binding interpretation or administration thereofthereof by any domestic or foreign governmental authority charged with the interpretation or administration thereof (whether or not having the force of law), or by any domestic or foreign court, (A) changing the basis of taxation of payments under this Agreement to Lender (other than taxes imposed on all or any portion of the overall net income of Lender by the State of New York or receipts the United States or by any political subdivision or taxing authority of Lenderthe State of New York or the United States or by any foreign government or political subdivision), or ; (B) imposing, modifying or applying any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, credit extended by, or any other acquisition of funds for loans by Lender (which includes the Loan or any applicable portion thereof)by, Lender; or (C) imposing on Lender, Lender or the London interbank eurodollar market generally, any other condition affecting the Loan, ; provided that the result of the foregoing is to increase the cost over and above what such costs are as of the date hereof to Lender of maintaining the Loan or any portion thereof or to reduce the amount of any sum received or receivable from Borrowers by Lender under the Loan DocumentsSecurity Documents (whether principal, interest or otherwise), but without duplication for payments required under subsection (ii) below; or (ii) the imposition of, or a change in, or the actual maintenance by Lender of of, reserves in accordance with reserve requirements promulgated by the Board of Governors of the Federal Reserve System of the United States with respect to “Eurocurrency Liabilities” of a similar term to that of the applicable portion of the Loan (without duplication for reserves already accounted for in the calculation of a LIBOR Rate pursuant to the terms hereof)States. (b) If Lender shall determine that the application of any Lawlaw, rule, regulation or guideline adopted or arising out of the July, July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled “"International Convergence of Capital Measurement and Capital Standards”, ," or the adoption after the date hereof of any other Lawlaw, rule, regulation or guideline regarding capital adequacy, or any change after the date hereof in any of the foregoing, or in the interpretation or administration thereof by any domestic or foreign Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Lender, Lender or an Affiliate of Lender with any binding request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has the effect of reducing the rate of return on Lender’s 's capital to a level below that which Lender would have achieved but for such application, adoption, change or compliance (taking into consideration the policies of Lender with respect to capital adequacy), then, from time to time Borrowers Borrower shall pay to Lender such additional amounts as will compensate Lender for such reduction with respect to any portion of the Loan outstanding. (c) Any amount payable by Borrowers under Borrower pursuant to subsection (a) or subsection (b) of this Section 6.1 2.14 shall be paid to Lender within five (5) days Business Days of receipt by Borrowers Borrower of a certificate signed by an authorized officer of Lender setting forth in reasonable detail the amount due and the basis for the determination of such amount, which statement shall be conclusive and binding upon BorrowersBorrower, absent manifest error. Failure on the part of Lender to demand payment from Borrowers Borrower for any such amount attributable to any particular period shall not constitute a waiver of Lender’s 's right to demand payment of such amount for any subsequent or prior period. Lender shall use reasonable efforts to deliver to Borrowers prompt notice of any event described in subsection (a) or (b) above, of the amount of the reserve and capital adequacy payments resulting therefrom and the reasons therefor and of the basis of calculation of such amount; provided, however, that any failure by Lender to so notify Borrowers shall not affect Borrowers’ obligation to pay the reserve and capital adequacy payment resulting therefrom.

Increased Costs and Capital Adequacy. (a) Borrowers recognize that the cost to Lender of maintaining the Loan or any portion thereof may fluctuate and, Borrowers agree to pay Lender additional amounts to compensate Lender for any increase in its actual costs incurred in maintaining the Loan or any portion thereof outstanding or for the reduction of any amounts received or receivable from Borrowers as a result of: (i) any change after the date hereof in any applicable Law, regulation or treaty, or in the interpretation or administration thereof, or by any domestic or foreign court, (A) changing the basis of taxation of payments under this Agreement to Lender (other than taxes imposed on all or any portion of the overall net income or receipts of Lender), or (B) imposing, modifying or applying any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, credit extended by, or any other acquisition of funds for loans by Lender (which includes the Loan or any applicable portion thereof), or (C) imposing on Lender, or the London interbank market generally, any other condition affecting the Loan, provided that the result of the foregoing is to increase the cost to Lender of maintaining the Loan or any portion thereof or to reduce the amount of any sum received or receivable from Borrowers by Lender under the Loan Documents; or (ii) the maintenance by a Lender of reserves in accordance with reserve requirements promulgated by the Board of Governors of the Federal Reserve System of the United States with respect to “Eurocurrency Liabilities” of a similar term to that of the applicable portion of the Loan (without duplication for reserves already accounted for in the calculation of a LIBOR Rate pursuant to the terms hereof). (b) If the application of any Law, rule, regulation or guideline adopted or arising out of the July, 1988 report of the Basle Basel Committee on Banking Regulations and Supervisory Practices entitled “International Convergence of Capital Measurement and Capital Standards”, or the adoption after the date hereof of any other Law, rule, regulation or guideline regarding capital adequacy, or any change after the date hereof in any of the foregoing, or in the interpretation or administration thereof by any domestic or foreign Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Lender, 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 the effect of reducing the rate of return on Lender’s capital to a level below that which Lender would have achieved but for such application, adoption, change or compliance (taking into consideration the policies of Lender with respect to capital adequacy), then, from time to time Borrowers shall pay to Lender such additional amounts as will compensate Lender for such reduction with respect to any portion of the Loan outstanding. (c) Any amount payable by Borrowers Borrower under subsection (aSection 5.1(a) or subsection (bSection 5.1(b) of this Section 6.1 shall be paid within five (5) days of receipt by Borrowers of a certificate signed by an authorized officer of Lender setting forth in reasonable detail the amount due and the basis for the determination of such amount, which statement shall be conclusive and binding upon Borrowers, absent manifest error. Failure on the part of Lender to demand payment from Borrowers for any such amount attributable to any particular period shall not constitute a waiver of Lender’s right to demand payment of such amount for any subsequent or prior period. Lender shall use reasonable efforts to deliver to Borrowers prompt notice of any event described in subsection (aSection 5.1(a) or (bSection 5.1(b) above, of the amount of the reserve and capital adequacy payments resulting therefrom and the reasons therefor and of the basis of calculation of such amount; provided, however, that any failure by Lender to so notify Borrowers shall not affect Borrowers’ their obligation to pay the reserve and capital adequacy payment resulting therefrom.

Increased Costs and Capital Adequacy. (a) Borrowers recognize Borrower recognizes that the cost to Lender the Lenders of maintaining the Loan Loans or any portion thereof may fluctuate and, Borrowers agree and Borrower agrees to pay each Lender additional amounts to compensate such Lender for any increase in its actual costs incurred in maintaining the Loan its Loans or any portion thereof outstanding or for the reduction of any amounts received or receivable from Borrowers Borrower as a result of: (i) any change after the date hereof in any applicable Law, regulation or treaty, or in the interpretation or administration thereof, or by any domestic or foreign court, (Ax) changing the basis of taxation of payments under this Agreement to such Lender (other than taxes imposed on all or any portion of the overall net income or receipts of such Lender), or (By) imposing, modifying or applying any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, credit extended by, or any other acquisition of funds for loans by such Lender (which includes the Loan or any applicable portion thereof), or (Cz) imposing on such Lender, or the London interbank market generally, any other condition affecting the Loanits Loans, provided that the result of the foregoing is to increase the cost to such Lender of maintaining the Loan its Loans or any portion thereof or to reduce the amount of any sum received or receivable from Borrowers Borrower by such Lender under the Loan Documents; or (ii) the maintenance by such Lender of reserves in accordance with reserve requirements promulgated by the Board of Governors of the Federal Reserve System of the United States with respect to “Eurocurrency Liabilities” of a similar term to that of the applicable portion of the Loan its Loans (without duplication for reserves already accounted for in the calculation of a LIBOR Rate pursuant to the terms hereof). (b) If the application of any Law, rule, regulation or guideline adopted 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”, or the adoption after the date hereof of any other Law, rule, regulation or guideline regarding capital adequacy, or any change after the date hereof in any of the foregoing, or in the interpretation or administration thereof by any domestic or foreign Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Lender, any Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authorityGovernmental Authority, central bank or comparable agency, has the effect of reducing the rate of return on such Lender’s capital to a level below that which such Lender would have achieved but for such application, adoption, change or compliance (taking into consideration the policies of such Lender with respect to capital adequacy), then, from time to time Borrowers Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction with respect to any portion of the Loan such Lender’s Loans outstanding. (c) Any amount payable by Borrowers Borrower under subsection (a) or subsection (b) of this Section 6.1 shall be paid within five (5) days of receipt by Borrowers Borrower of a certificate signed by an authorized officer of a Lender setting forth the amount due and the basis for the determination of such amount, which statement shall be conclusive and binding upon BorrowersBorrower, absent manifest error. Failure on the part of Lender to demand payment from Borrowers for any such amount attributable to any particular period shall not constitute a waiver of Lender’s right to demand payment of such amount for any subsequent or prior period. Lender shall use reasonable efforts to deliver to Borrowers prompt notice of any event described in subsection (a) or (b) above, of the amount of the reserve and capital adequacy payments resulting therefrom and the reasons therefor and of the basis of calculation of such amount; provided, however, that any failure by Lender to so notify Borrowers shall not affect Borrowers’ obligation to pay the reserve and capital adequacy payment resulting therefrom.

Increased Costs and Capital Adequacy. (a) Borrowers recognize that the cost to Lender of maintaining the Loan or any portion thereof may fluctuate and, Borrowers agree Borrower agrees to pay Lender to Agent, without duplication of any other amounts paid by Borrower hereunder, such additional amounts to as any applicable affected Lender shall reasonably and in good faith determine will compensate such affected Lender for any increase in its actual documented out-of-pocket costs incurred in maintaining the Loan or any portion thereof outstanding or for the reduction of any amounts received or receivable from Borrowers with respect to the Loan as a result of: of (i1) compliance by any Lender, or any lending office of any Lender, or the holding company of any Lender, with any applicable new request or new directive implemented after the date hereof of any foreign or domestic Governmental Authority, central bank or comparable agency and/or (2) any change after the date hereof in any applicable Lawlaw, regulation or treaty, or in the interpretation or administration thereofthereof by any domestic or foreign Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law), or by any domestic or foreign court, (Ai) changing the basis of taxation of payments under this Agreement to any Lender (other than taxes imposed on all or any portion of the overall net income or receipts of LenderExcluded Taxes), or (Bii) imposing, modifying or applying any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, credit extended by, or any other acquisition of funds for loans by any Lender (which includes the Loan whether directly, indirectly or any applicable portion thereof), on a portfolio wide basis) or (Ciii) imposing on Lender, or the London interbank market generally, any Lender any other condition affecting the Notes or the Loan, provided that excluding, in each case, amounts relating to Taxes, which shall be governed solely by Section 2.10, in each case, to the result of extent increasing the foregoing is to increase the cost to costs incurred by any Lender of in maintaining the Loan or any portion thereof thereof. Notwithstanding the foregoing, all requests, rules, guidelines or directions under or in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act shall be deemed not to reduce have been the amount subject of any sum received request or receivable from Borrowers by directive implemented or any change having occurred prior to the date hereof. No Lender under shall impose on Borrower any Additional Cost pursuant to this Section 2.12(a) unless such Lender’s imposition of such cost is reasonably allocable to the Loan Documents; or (ii) the maintenance by and unless such Lender of reserves in accordance with reserve requirements promulgated by the Board of Governors of the Federal Reserve System of the United States with respect imposes such costs on other similarly situated borrowers to “Eurocurrency Liabilities” of a similar term to that of the applicable portion of the Loan (without duplication for reserves already accounted for in the calculation of a LIBOR Rate pursuant to the terms hereof)which such governmental rules apply. (b) If any Lender shall reasonably and in good faith determine that (i) any change after the date hereof in the general application of any Lawlaw, rule, regulation or guideline adopted or arising out of the July, 1988 June 2006 report of the Basle Basel Committee on Banking Regulations and Supervisory Practices entitled “Basel II: International Convergence of Capital Measurement and Capital Standards: a Revised Framework - Comprehensive Version”, or the adoption after the date hereof of any other Law, rule, regulation or guideline regarding capital adequacy, or any change after the date hereof in any of the foregoing, or in the interpretation or administration thereof by any domestic or foreign Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, (ii) any applicable change after the date hereof in or adoption or implementation after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy (other than any rule, regulation or guideline adopted or issued after the date hereof that is consistent with any law in effect before the date hereof) or (iii) compliance by any Lender, or any lending office of any Lender, or the holding company of any Lender, with any applicable request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agencyagency based on any such change, adoption or implementation, has the effect of reducing the rate of return on any Lender’s capital to a level below that which such Lender would have achieved but for such application, adoption, change change, implementation or compliance (taking into consideration the policies of such Lender or such holding company with respect to capital adequacy), then, then upon notice from time to time Borrowers shall Borrower shall, without duplication of any other amounts paid by Borrower hereunder, pay to Lender Agent such additional amounts as will compensate such Lender for such actual reduction with respect to any portion of the Loan, if any, outstanding. Notwithstanding the foregoing, any change based on the reports and supporting documentation of the Basel Committee on Banking Supervision of December 2009 entitled “Strengthening the Resilience of the Banking Sector” and “International Framework for Liquidity Risk Measurement, Standards and Monitoring”, in each case together with any amendments thereto, shall not be deemed to have occurred on or prior to the date hereof. No Lender shall impose on Borrower any Additional Cost pursuant to this Section 2.12(b) unless such cost is reasonably allocable to the Loan outstandingand unless such Lender imposes such costs on other similarly situated borrowers to which such governmental rules apply. (c) Any amount payable by Borrowers under subsection (aBorrower pursuant to Section 2.12(a) or subsection (b) of this Section 6.1 (such amounts collectively referred to as “Additional Costs”) shall be paid to Agent within five ten (510) days Business Days of receipt by Borrowers Borrower of a certificate signed by an authorized officer of Lender Agent (or of the applicable Lender, with a copy to Agent) setting forth the amount due and Agent’s (or the applicable Lender’s) basis (with reasonable detail) for the determination of such amountAdditional Costs, which statement certificate shall be conclusive and binding upon Borrowers, absent manifest errorsent by Agent within one hundred twenty (120) days after Agent (or the applicable Lender) obtains actual knowledge thereof. Failure on If Agent (or the part of Lender applicable Lender) fails to demand payment from Borrowers Borrower for any such amount Additional Costs attributable to any particular period within such one hundred twenty (120) day period, Agent (or the applicable Lender) shall not constitute a waiver of Lender’s right only be entitled to demand payment for costs incurred from and after the date that is one hundred twenty (120) days prior to the date that Agent (or the applicable Lender) actually notifies Borrower. (d) If any Lender shall reasonably and in good faith determine that the LIBOR Rate does not adequately and fully reflect such Lender’s costs of funds, then such Lender shall give prompt notice (including reasonable detail) to Borrower (with a copy to Agent) of such amount fact and the option to convert to or to continue the Applicable Interest Rate as a LIBOR Rate shall be suspended until such time as such condition no longer exists. In the event that the option to convert to or to continue an Applicable Interest Rate as a LIBOR Rate shall be suspended as provided in this Section 2.12(d), effective upon the giving of such notice, and if applicable, effective as of the first date that the LIBOR Rate Period would otherwise be in effect pursuant to Section 2.3(d), interest on the Loan Portion for any subsequent which a LIBOR Rate was to be determined shall be payable at the Base Rate, from and including the date of the giving of such notice (or prior periodthe date that the LIBOR Rate Period would otherwise be in effect pursuant to Section 2.3(d), if applicable) until the earlier to occur of: the Maturity Date and the date that the conditions referred to in this Section 2.12(d) no longer exist. No Lender shall use provide notice of the suspension of the option to convert or continue the Applicable Interest Rate as a LIBOR Rate pursuant to this Section 2.12(d) unless such Lender takes similar action with respect to other similarly situated borrowers with respect to loans where such Lender has a contractual right to do so. (e) If any Lender (an “Affected Lender”) gives notice to Borrower of the occurrence of the circumstances described in Section 2.10, Section 2.11(b), Section 2.12(a), Section 2.12(b), or Section 2.12(d), Borrower may, within ninety (90) days of receipt of such notice, give written notice to Agent and to each Lender of Borrower’s intention to (y) replace the Affected Lender with an Eligible Assignee designated in such notice and otherwise reasonably acceptable to Agent (any such notice, a “Section 2.12 Replacement Notice”), or (z) from and after the Permitted Prepayment Date only, prepay the entire outstanding principal balance of the Loan, together with any Breakage Costs in connection therewith under Section 2.8, but, provided that no Event of Default shall have occurred and be continuing and provided further that Borrower shall have used commercially reasonable efforts for a period not less than ninety (90) days to deliver replace the Affected Lender with a Replacement Lender, without any Prepayment Fee or any other prepayment premium or fee (any such notice, a “Section 2.12 Prepayment Notice”). (f) If Borrower delivers a Section 2.12 Replacement Notice, then unless the Affected Lender agrees, within ten (10) days of receipt of such Section 2.12 Replacement Notice, to Borrowers prompt notice waive the application of any event described in subsection Section 2.11(b), Section 2.12(a), Section 2.12(b), or Section 2.12(d), as applicable, the Affected Lender shall thereafter, so long as no Event of Default exists, assign all of its rights and obligations under this Loan Agreement to a financial institution which is an Approved Assignee (athe “Replacement Lender”) or (b) above, and the Replacement Lender shall assume all of the Affected Lender’s rights and obligations under this Loan Agreement, in each case pursuant to an agreement, substantially in the form of an Assignment and Acceptance, executed by the Affected Lender and the Replacement Lender. In connection therewith, the Replacement Lender shall pay to the Affected Lender an amount equal to the Affected Lender’s Pro Rata Share of the outstanding principal amount of the reserve Loan plus all interest accrued thereon, plus all other then accrued and capital adequacy payments resulting therefrom unpaid amounts, if any, allocable to the Affected Lender. Upon the effective date of such Assignment and Acceptance, the Replacement Lender shall become a party to this Loan Agreement and shall have all the rights and obligations of a Lender hereunder and the reasons therefor Affected Lender shall be released from its obligations hereunder, and no further consent or action by any party shall be required. Borrower, Agent and the Lenders shall execute such modifications to the Loan Documents as shall be reasonably required in connection with and to effectuate the foregoing. Any Affected Lender which is replaced as a Lender under this Section 2.12(f) shall remain entitled to the benefits of this Loan Agreement, including, without limitation, this Section 2.12, in respect of the basis period prior to its replacement. (g) If Borrower delivers a Section 2.12 Prepayment Notice, then unless the Affected Lender agrees, within ten (10) days of calculation receipt of such amount; providedSection 2.12 Prepayment Notice, to waive the application of Section 2.11(b), Section 2.12(a), Section 2.12(b), or Section 2.12(d), Borrower shall have the right, exercisable within ninety (90) days after the end of such ten (10) day period, to prepay the entire outstanding principal balance of the Loan, together with any Breakage Costs thereon under Section 2.8, but, provided that no Event of Default shall have occurred and be continuing and provided further that Borrower shall have used commercially reasonable efforts for a period not less than ninety (90) days to replace the Affected Lender with a Replacement Lender, without a Prepayment Fee, it being agreed, however, that any failure by Borrower shall have no right to make a prepayment under this Section 2.12(g) whatsoever until the occurrence of the Permitted Prepayment Date. By way of example and not limitation, if Borrower delivers a Section 2.12 Prepayment Notice on April 1, 2013, the Affected Lender would have until April 10, 2013 to decide whether or not to waive the payment of the Additional Costs in question, and Borrower would then have until July 10, 2013 (so notify Borrowers shall not affect Borrowers’ obligation long no Event of Default exists at the time of such prepayment) to pay make such a prepayment of the reserve and capital adequacy payment resulting therefromLoan.

Increased Costs and Capital Adequacy. (a) Borrowers recognize that the cost to Lender of maintaining the Loan or any portion thereof may fluctuate and, Borrowers agree Borrower agrees to pay Lender Agent additional amounts to as Agent shall determine (which determination shall be conclusive and binding upon Borrower) will compensate Lender Lenders for any increase in its actual costs incurred in maintaining the Loan or any portion thereof outstanding or for the reduction of any amounts received or receivable from Borrowers as a result of: (i) of any change after the date hereof in any applicable Lawlaw, regulation or treaty, or in the interpretation or administration thereofthereof by any domestic or foreign governmental authority charged with the interpretation or administration thereof (whether or not having the force of law), or by any domestic or foreign court, (Ai) changing the basis of taxation of payments under this Agreement to any Lender (other than taxes imposed on all or any portion of the overall net income of any Lender by the United States or receipts by any political subdivision or taxing authority of Lenderthe United States), or (Bii) imposing, modifying or applying any reserve, special deposit or similar 62528184 37 requirement against assets of, deposits with or for the account of, credit extended by, or any other acquisition of funds for loans by any Lender (which includes the Loan whether directly, indirectly or any applicable portion thereof), on a portfolio wide basis) or (Ciii) imposing on Lender, or the London interbank market generally, any Lender any other condition affecting the Note or the Loan, provided that the result of the foregoing is to increase the cost to Lender of maintaining the Loan or any portion thereof or to reduce the amount of any sum received or receivable from Borrowers by Lender under the Loan Documents; or (ii) the maintenance by Lender of reserves in accordance with reserve requirements promulgated by the Board of Governors of the Federal Reserve System of the United States with respect to “Eurocurrency Liabilities” of a similar term to that of the applicable portion of the Loan (without duplication for reserves already accounted for in the calculation of a LIBOR Rate pursuant to the terms hereof). (b) If any Lender shall determine that (i) any change in the application of any Lawlaw, rule, regulation or guideline adopted or arising out of (y) the July, 1988 June 2006 report of the Basle Basel Committee on Banking Regulations and Supervisory Practices entitled “Basel II: International Convergence of Capital Measurement and Capital Standards: a Revised Framework Comprehensive Version,” or (z) the reports and supporting documentation of the Basel Committee on Banking Supervision commonly referred to as the Basel III accord (“Basel III”), or the adoption after the date hereof of in each case together with any other Law, rule, regulation or guideline regarding capital adequacyamendments thereto, or any change after the date hereof in any of the foregoing, or in the interpretation or administration thereof by any domestic or foreign Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, (ii) any change in or adoption of any other law, rule, regulation or guideline regarding capital adequacy, or (iii) compliance by any Lender, or any lending office of any Lender, or the holding company of any Lender, with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agencyagency based on any such change or adoption, has or would have the effect of reducing the rate of return on any Lender’s capital to a level below that which such Lender would have achieved but for such application, adoption, change or compliance (taking into consideration the policies of such Lender with respect to capital adequacy), then, then from time to time Borrowers Borrower shall pay to Lender Agent such additional amounts determined by Agent or any Lender (which determination shall be conclusive and binding upon Borrower absent manifest error) as will compensate Lender Lenders for such actual reduction with respect to any portion of the Loan outstanding. (c) Any amount payable by Borrowers under subsection (aBorrower pursuant to Section 2.10(a) or subsection (b) of this Section 6.1 hereof shall be paid to Agent within five ten (510) days Business Days of receipt by Borrowers Borrower of a certificate signed by an authorized officer of Lender Agent setting forth the amount due and the Agent’s basis for the determination of such amount, which statement shall be conclusive and binding upon Borrowers, Borrower absent manifest error. Failure on the part of Lender Agent to demand payment from Borrowers Borrower for any such amount attributable to any particular period shall not constitute a waiver of LenderAgent’s right to demand payment of such amount for any subsequent or prior period. Lender shall use reasonable efforts to deliver to Borrowers prompt notice of any event described in subsection . (ad) or Notwithstanding Sections 2.10(a) and (b) abovehereof, of (i) all requests, rules, guidelines or directions under or in connection with the amount of Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) any change based on Basel III, shall be deemed not to have occurred on or prior to the reserve and capital adequacy payments resulting therefrom and the reasons therefor and of the basis of calculation of such amount; provided, however, that any failure by Lender to so notify Borrowers shall not affect Borrowers’ obligation to pay the reserve and capital adequacy payment resulting therefromClosing Date.

Increased Costs and Capital Adequacy. (a) Borrowers recognize that the cost shall pay to Lender of maintaining the Loan or any portion thereof may fluctuate and, Borrowers agree to pay Lender Agent additional amounts to as Agent shall determine will compensate Lender Lenders for any increase in its actual costs incurred in maintaining the Loan Loans or any portion thereof outstanding or for the reduction of any amounts received or receivable from Borrowers by Lenders in connection with the Loans, in each case as a result of: (i) of any change after the date hereof in any applicable Lawlaw, regulation or treaty, or in the interpretation or administration thereofthereof by any domestic or foreign governmental authority charged with the interpretation or administration thereof (whether or not having the force of law), or by any domestic or foreign court, (Ai) changing the basis of taxation of payments under this Agreement to any Lender (other than taxes imposed on all or any portion of the overall net income of any Lender by the United States or receipts by any political subdivision or taxing authority of Lenderthe United States or by any foreign governmental authority), or (Bii) imposing, modifying or applying any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, credit extended by, or any other acquisition of funds for loans by any Lender (which includes the Loan whether directly, indirectly or any applicable portion thereofon a portfolio wide basis), or (Ciii) imposing on Lender, or the London interbank market generally, any Lender any other condition affecting any Note or the Loan, provided in each case, so long as Agent determines (which determination shall be conclusive absent manifest error) that the result of the foregoing is same are generally applicable to increase the cost to Lender of maintaining the Loan or any portion thereof or to reduce the amount of any sum received or receivable from Borrowers by Lender under the Loan Documents; or (ii) the maintenance by Lender of reserves in accordance with reserve requirements promulgated by the Board of Governors of the Federal Reserve System of the United States with respect to “Eurocurrency Liabilities” of a transactions between Agent and similarly situated borrowers, which are similar term to that of the applicable portion of the Loan (without duplication for reserves already accounted for in the calculation of a LIBOR Rate pursuant to the terms hereof)Transactions. (b) If any Lender shall determine that (i) any change in the application of any Lawlaw, rule, regulation or guideline adopted or arising out of the July, July 1988 report of the Basle Basel Committee on Banking Regulations and Supervisory Practices entitled “International Convergence of Capital Measurement and Capital Standards”, or ,” including the adoption after the date hereof of any other Law, rule, regulation or guideline regarding capital adequacydraft Capital Accord currently proposed to replace such report, or any change after the date hereof in any of the foregoing, or in the interpretation or administration thereof by any domestic or foreign Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, (ii) any change in or adoption of any other law, rule, regulation or guideline regarding capital adequacy, or (iii) compliance by any Lender, or any lending office of any Lender, or the holding company of any Lender, with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agencyagency based on any such change or adoption, has or would have the effect of reducing the rate of return on any Lender’s capital to a level below that which such Lender would have achieved but for such application, adoption, change or compliance (taking into consideration the policies of such Lender with respect to capital adequacy), then, then from time to time Borrowers shall pay to Lender Agent such additional amounts as will compensate Lender Lenders for such actual reduction with respect to any portion of the Loan outstandingLoans outstanding so long as Agent determines (which determination shall be conclusive absent manifest error) that same are generally applicable to transactions between Agent and similarly situated borrowers, which are similar to the Transactions. (c) Any amount payable by Borrowers under subsection (apursuant to Section 2.13(a) or subsection (b) of this Section 6.1 hereof shall be paid to Agent within five (5) days Business Days of receipt by Borrowers of a certificate signed by an authorized officer of Lender Agent setting forth the amount due and the Agent’s basis for the determination of such amount, which statement shall be conclusive and binding upon Borrowers, Borrowers absent manifest error. Failure on the part of Lender Agent to demand payment from Borrowers or any other Borrower for any such amount attributable to any particular period shall not constitute a waiver of LenderAgent’s right to demand payment of such amount for any subsequent or prior period. Lender shall use reasonable efforts to deliver to Borrowers prompt notice of any event described in subsection (a) or (b) above, of the amount of the reserve and capital adequacy payments resulting therefrom and the reasons therefor and of the basis of calculation of such amount; provided, however, that any failure by Lender to so notify Borrowers shall not affect Borrowers’ obligation to pay the reserve and capital adequacy payment resulting therefrom.

Increased Costs and Capital Adequacy. (a) Borrowers recognize Borrower recognizes that the cost to Lender Lenders of maintaining the Loan or any portion thereof may fluctuate and, Borrowers agree Borrower agrees to pay Lender Agent additional amounts to compensate Lender Lenders for any increase in its actual costs incurred in maintaining the Loan or any portion thereof outstanding or for the reduction of any amounts received or receivable from Borrowers Borrower as a result of: (i) any change after the date hereof in any applicable Law, regulation or treaty, or in the interpretation or administration thereof, or by any domestic or foreign court, (A) changing the basis of taxation of payments under this Agreement to any Lender (other than taxes imposed on all or any portion of the overall net income or receipts of any Lender), or (B) imposing, modifying or applying any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, credit extended by, or any other acquisition of funds for loans by any Lender (which includes the Loan or any applicable portion thereof) (provided, however, that Borrower shall not be charged again the Reserve Percentage already accounted for in the definition of the Adjusted LIBOR Rate), or (C) imposing on any Lender, or the London interbank market generally, any other condition affecting the Loan, provided that the result of the foregoing is to increase the cost to any Lender of maintaining the Loan or any portion thereof or to reduce the amount of any sum received or receivable from Borrowers Borrower by any Lender under the Loan Documents; or (ii) the maintenance by a Lender of reserves in accordance with reserve requirements promulgated by the Board of Governors of the Federal Reserve System of the United States with respect to “Eurocurrency Liabilities” of a similar term to that of the applicable portion of the Loan (without duplication for reserves already accounted for in the calculation of a LIBOR Rate pursuant to the terms hereof). (b) If the application of any Law, rule, regulation or guideline adopted 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”, or the adoption after the date hereof of any other Law, rule, regulation or guideline regarding capital adequacy, or any change after the date hereof in any of the foregoing, or in the interpretation or administration thereof by any domestic or foreign Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender, 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 the effect of reducing the rate of return on such Lender’s capital to a level below that which such Lender would have achieved but for such application, adoption, change or compliance (taking into consideration the policies of such Lender with respect to capital adequacy), then, from time to time Borrowers Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction with respect to any portion of the Loan outstanding. (c) Any amount payable by Borrowers Borrower under subsection (a) or subsection (b) of this Section 6.1 shall be paid within five fifteen (515) days of receipt by Borrowers Borrower of a certificate signed by an authorized officer of Lender Agent setting forth the amount due and the basis for the determination of such amount, which statement shall be conclusive and binding upon BorrowersBorrower, absent manifest error. Failure on the part of Lender Agent to demand payment from Borrowers Borrower for any such amount attributable to any particular period shall not constitute a waiver of a Lender’s right to demand payment of such amount for any subsequent or prior period. Lender Agent shall use reasonable efforts to deliver to Borrowers Borrower prompt notice of any event described in subsection (a) or (b) above, of the amount of the reserve and capital adequacy payments resulting therefrom and the reasons therefor and of the basis of calculation of such amount; provided, however, that any failure by Lender Agent so to so notify Borrowers Borrower shall not affect Borrowers’ Borrower’s obligation to pay the reserve and capital adequacy payment resulting therefrom.

Increased Costs and Capital Adequacy. (a) Borrowers recognize Borrower recognizes that the cost to Lender of maintaining the Loan or any portion thereof may fluctuate and, Borrowers agree Borrower agrees to pay Lender additional amounts to compensate Lender for any increase in its actual costs incurred in maintaining the Loan or any portion thereof outstanding or for the reduction of any amounts received or receivable from Borrowers Borrower as a result of: (i) any change after the date hereof in any applicable Law, regulation or treaty, or in the interpretation or administration thereof, or by any domestic or foreign court, (A) changing the basis of taxation of payments under this Agreement to Lender (other than taxes imposed on all or any portion of the overall net income or receipts of Lender), or (B) imposing, modifying or applying any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, credit extended by, or any other acquisition of funds for loans by Lender (which includes the Loan or any applicable portion thereof) (provided, however, that Borrower shall not be charged again the Reserve Percentage already accounted for in the definition of the Adjusted LIBOR Rate), or (C) imposing on Lender, or the London interbank market generally, any other condition affecting the Loan, provided that the result of the foregoing is to increase the cost to Lender of maintaining the Loan or any portion thereof or to reduce the amount of any sum received or receivable from Borrowers Borrower by Lender under the Loan Documents; or (ii) the maintenance by Lender of reserves in accordance with reserve requirements promulgated by the Board of Governors of the Federal Reserve System of the United States with respect to “Eurocurrency Liabilities” of a similar term to that of the applicable portion of the Loan (without duplication for reserves already accounted for in the calculation of a LIBOR Rate pursuant to the terms hereof). (b) If the application of any Law, rule, regulation or guideline adopted 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”, or the adoption after the date hereof of any other Law, rule, regulation or guideline regarding capital adequacy, or any change after the date hereof in any of the foregoing, or in the interpretation or administration thereof by any domestic or foreign Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Lender, 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 the effect of reducing the rate of return on Lender’s capital to a level below that which Lender would have achieved but for such application, adoption, change or compliance (taking into consideration the policies of Lender with respect to capital adequacy), then, from time to time Borrowers Borrower shall pay to Lender such additional amounts as will compensate Lender for such reduction with respect to any portion of the Loan outstanding. (c) Any amount payable by Borrowers Borrower under subsection (a) or subsection (b) of this Section 6.1 shall be paid within five (5) days of receipt by Borrowers Borrower of a certificate signed by an authorized officer of Lender setting forth the amount due and the basis for the determination of such amount, which statement shall be conclusive and binding upon BorrowersBorrower, absent manifest error. Failure on the part of Lender to demand payment from Borrowers Borrower for any such amount attributable to any particular period shall not constitute a waiver of Lender’s right to demand payment of such amount for any subsequent or prior period. Lender shall use reasonable efforts to deliver to Borrowers Borrower prompt notice of any event described in subsection (a) or (b) above, of the amount of the reserve and capital adequacy payments resulting therefrom and the reasons therefor and of the basis of calculation of such amount; provided, however, that any failure by Lender to so notify Borrowers Borrower shall not affect Borrowers’ Borrower’s obligation to pay the reserve and capital adequacy payment resulting therefrom.

Increased Costs and Capital Adequacy. (a) Borrowers recognize that the cost to Lender of maintaining the Loan or any portion thereof may fluctuate and, Borrowers agree to pay Lender additional amounts to compensate Lender for any increase in its actual costs incurred in maintaining the Loan or any portion thereof outstanding or for the reduction of any amounts received or receivable from Borrowers as a result of: (i) any change after the date hereof in any applicable Law, regulation or treaty, or in the interpretation or administration thereof, or by any domestic or foreign court, (A) changing the basis of taxation of payments under this Agreement to Lender (other than taxes imposed on all or any portion of the overall net income or receipts of Lender), or (B) imposing, modifying or applying any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, credit extended by, or any other acquisition of funds for loans by Lender (which includes the Loan or any applicable portion thereof), or (C) imposing on Lender, or the London interbank market generally, any other condition affecting the Loan, provided that the result of the foregoing is to increase the cost to Lender of maintaining the Loan or any portion thereof or to reduce the amount of any sum received or receivable from Borrowers by Lender under the Loan Documents; or (ii) the maintenance by a Lender of reserves in accordance with reserve requirements promulgated by the Board of Governors of the Federal Reserve System of the United States with respect to “Eurocurrency Liabilities” of a similar term to that of the applicable portion of the Loan (without duplication for reserves already accounted for in the calculation of a LIBOR Rate pursuant to the terms hereof). (b) If the application of any Law, rule, regulation or guideline adopted or arising out of the July, 1988 report of the Basle Basel Committee on Banking Regulations and Supervisory Practices entitled “International Convergence of Capital Measurement and Capital Standards”, or the adoption after the date hereof of any other Law, rule, regulation or guideline regarding capital adequacy, or any change after the date hereof in any of the foregoing, or in the interpretation or administration thereof by any domestic or foreign Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Lender, 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 the effect of reducing the rate of return on Lender’s capital to a level below that which Lender would have achieved but for such application, adoption, change or compliance (taking into consideration the policies of Lender with respect to capital adequacy), then, from time to time Borrowers shall pay to Lender such additional amounts as will compensate Lender for such reduction with respect to any portion of the Loan outstanding. (c) Any amount payable by Borrowers Borrower under subsection (aSection 5.1(a) or subsection (bSection 5.1(b) of this Section 6.1 shall be paid within five fifteen (515) days of receipt by Borrowers of a certificate signed by an authorized officer of Lender setting forth the amount due and the basis for the determination of such amount, which statement shall be conclusive and binding upon Borrowers, absent manifest error. Failure on the part of Lender to demand payment from Borrowers for any such amount attributable to any particular period shall not constitute a waiver of Lender’s right to demand payment of such amount for any subsequent or prior period. Lender shall use reasonable efforts to deliver to Borrowers prompt notice of any event described in subsection (aSection 5.1(a) or (bSection 5.1(b) above, of the amount of the reserve and capital adequacy payments resulting therefrom and the reasons therefor and of the basis of calculation of such amount; provided, however, that any failure by Lender to so notify Borrowers shall not affect Borrowers’ their obligation to pay the reserve and capital adequacy payment resulting therefrom.

Increased Costs and Capital Adequacy. (a) Borrowers recognize that If, due to any Change in Law, there shall be any increase in the cost to Lender the Bank by an amount the Bank reasonably determines to be material of agreeing to issue or of issuing or maintaining or participating in LOCs or the Loan or making of LOC Disbursements (excluding, for purposes of this Section, any portion thereof may fluctuate and, Borrowers agree to pay Lender additional amounts to compensate Lender for any increase in its actual such increased costs incurred in maintaining the Loan or any portion thereof outstanding or for the reduction of any amounts received or receivable resulting from Borrowers as a result of: (i) any change after the date hereof in any applicable Law, regulation Taxes or treaty, or in the interpretation or administration thereof, or by any domestic or foreign courtOther Taxes (as to which Section 2.08 shall exclusively govern), (Aii) changing changes in the basis of taxation of payments under this Agreement to Lender (other than taxes imposed on all or any portion of the overall net income or receipts overall gross income by the United States or by the foreign jurisdiction or state under the laws of Lender)which the Bank is organized or has its Lending Office or any political subdivision thereof, (iii) any increased cost in respect of which the Bank is entitled to compensation under any other provision of this Agreement, (iv) any payment to the extent that it is attributable to the requirement of any Governmental Authority which regulates the Bank or its holding company which is imposed by reason of the quality of the Bank’s assets or those of its holding company and not generally imposed on all entities of the same kind regulated by the same authority, or (Bv) imposingany increased cost arising by reason of the Bank voluntarily breaching any lending limit or other similar restriction imposed by any provision of any relevant law or regulation after the introduction thereof), modifying or applying any reservethen the Company agrees to pay, special deposit or similar requirement against assets offrom time to time, deposits with or within fifteen (15) days after demand by the Bank, which demand shall include a statement of the basis for such demand and a calculation in reasonable detail of the amount demanded, to the Bank for the account of, credit extended by, or any other acquisition of funds for loans by Lender (which includes the Loan or any applicable portion thereof), or (C) imposing on Lender, or the London interbank market generally, any other condition affecting the Loan, provided that the result of the foregoing is Bank additional amounts sufficient to increase compensate the cost Bank for such increased cost. A certificate as to Lender of maintaining the Loan or any portion thereof or to reduce the amount of any sum received or receivable from Borrowers by Lender under such increased cost, submitted to the Loan Documents; or (ii) the maintenance by Lender of reserves in accordance with reserve requirements promulgated Company by the Board Bank, shall be conclusive and binding for all purposes, absent manifest error of Governors which the Company has notified the Bank promptly after receipt of the Federal Reserve System of the United States with respect to “Eurocurrency Liabilities” of a similar term to that of the applicable portion of the Loan (without duplication for reserves already accounted for in the calculation of a LIBOR Rate pursuant to the terms hereof)such certificate. (b) If the application of If, due to any Change in Law, rule, regulation there shall be any increase in the amount of capital required or guideline adopted expected to be maintained by the Bank or arising out any corporation controlling the Bank as a result of or based upon the existence of the July, 1988 report Bank’s commitment to extend credit hereunder and other commitments of the Basle Committee on Banking Regulations and Supervisory Practices entitled “International Convergence of Capital Measurement and Capital Standards”, such type pursuant hereto that has or the adoption after the date hereof of any other Law, rule, regulation or guideline regarding capital adequacy, or any change after the date hereof in any of the foregoing, or in the interpretation or administration thereof by any domestic or foreign Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Lender, 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 would have the effect of reducing the rate of return on Lenderthe Bank’s (or the Bank’s parent corporation’s) capital to a level below that which Lender would the Bank (or the Bank’s parent corporation) could have achieved but for such applicationChange in Law (excluding, adoptionfor purposes of this Section, any such increased costs resulting from any change to the extent that it is attributable to the requirement of any Governmental Authority which regulates the Bank or compliance its holding company which is imposed by reason of the quality of the Bank’s assets or those of its holding company and not generally imposed on all entities of the same kind regulated by the same authority) then, within fifteen (taking into consideration 15) days after demand by the policies Bank or such corporation, which demand shall include a statement of Lender with respect the basis for such demand and a calculation in reasonable detail of the amount demanded, the Company agrees to capital adequacy), thenpay to the Bank, from time to time Borrowers shall pay to Lender such as specified by the Bank, additional amounts as will sufficient to compensate Lender for the Bank in the light of such reduction with respect circumstances, to any portion the extent that the Bank reasonably determines such increase in capital to be allocable to the existence of the Loan outstandingBank’s commitment to issue or participate in LOCs hereunder or to the issuance or maintenance of or participation in any LOC. A certificate as to such amounts submitted to the Company by the Bank shall be conclusive and binding for all purposes, absent manifest error of which the Company has notified the Bank promptly after receipt of such certificate. (c) Any As soon as possible after an officer with responsibility for its participation in the Facility obtains actual knowledge of the relevant circumstances and their results, the Bank shall promptly notify the Company of any such event and will use reasonable commercial efforts available to it (and not, in the Bank’s good faith judgment, otherwise materially disadvantageous to the Bank) to mitigate or avoid, any obligation of the Company to pay any amount payable by Borrowers under subsection (apursuant to Section 2.06(a) or subsection 2.06(b) above or pursuant to Section 2.08 (b) and, if the Bank has given notice of this Section 6.1 shall be paid within five (5) days of receipt by Borrowers of a certificate signed by an authorized officer of Lender setting forth the amount due and the basis for the determination of such amount, which statement shall be conclusive and binding upon Borrowers, absent manifest error. Failure on the part of Lender to demand payment from Borrowers for any such amount attributable event and thereafter such event ceases to any particular period exist, the Bank shall not constitute promptly so notify the Company). Without limiting the foregoing, the Bank will designate a waiver of Lender’s right different Lending Office if such designation will avoid (or reduce the cost to demand payment of such amount for any subsequent or prior period. Lender shall use reasonable efforts to deliver to Borrowers prompt notice of the Company of) any event described in subsection the preceding sentence and such designation will not, in the Bank’s good faith judgment, be otherwise materially disadvantageous to the Bank. (ad) Notwithstanding the provisions of Section 2.06(a), 2.06(b) or 2.08 (band without limiting Section 2.06(c) above), if the Bank fails to notify the Company of any event or circumstance that will entitle the amount of Bank to compensation pursuant to Section 2.06(a), 2.06(b) or 2.08 within 180 days after the reserve and capital adequacy payments resulting therefrom and the reasons therefor and of the basis of calculation Bank obtains actual knowledge of such amount; providedevent or circumstance, however, that any failure by Lender to so notify Borrowers then the Bank shall not affect Borrowers’ obligation be entitled to pay compensation from the reserve and capital adequacy payment resulting therefromCompany for any amount arising prior to the date that is 180 days before the date on which the Bank notifies the Company of such event or circumstance; provided that, if the event or circumstance giving rise to such entitlement to compensation is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs and Capital Adequacy. (a) Borrowers recognize that the cost to Lender of maintaining the Loan or any portion thereof may fluctuate and, Borrowers agree Borrower agrees to pay Lender Agent additional amounts (without duplication of any other amounts payable in respect of increased costs pursuant to this Loan Agreement) as Agent shall reasonably determine will compensate Lender Lenders for any increase in its actual additional costs incurred in maintaining the Loan or any portion thereof outstanding or for the reduction of any amounts received or receivable from Borrowers as a result of: (i) of any change after the date hereof in any applicable Lawlaw, regulation or treaty, or in the interpretation or administration thereofthereof by any domestic or foreign governmental authority charged with the interpretation or administration thereof (whether or not having the force of law), or by any domestic or foreign court, (Ai) changing the basis of taxation of payments under this Agreement to any Lender (other than taxes imposed on all or any portion of the overall net income of any Lender by the United States or receipts by any political subdivision or taxing authority of Lenderthe United States), or (Bii) imposing, modifying or applying any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, credit extended by, or any other acquisition of funds for loans by any Lender (which includes the Loan whether directly, indirectly or any applicable portion thereof), on a portfolio wide basis) or (Ciii) imposing on Lender, or the London interbank market generally, any Lender any other condition affecting the Note or the Loan, provided that the result of the foregoing is to increase the cost to Lender of maintaining the Loan or any portion thereof or to reduce the amount of any sum received or receivable from Borrowers by Lender under the Loan Documents; or (ii) the maintenance by Lender of reserves in accordance with reserve requirements promulgated by the Board of Governors of the Federal Reserve System of the United States with respect to “Eurocurrency Liabilities” of a similar term to that of the applicable portion of the Loan (without duplication for reserves already accounted for in the calculation of a LIBOR Rate pursuant to the terms hereof). (b) If any Lender shall determine in good faith that (i) any change enacted after the date hereof in the application of any Lawlaw, rule, regulation or guideline adopted or arising out of the July, July 1988 report of the Basle Basel Committee on Banking Regulations and Supervisory Practices entitled “International Convergence of Capital Measurement and Capital Standards”, or ,” including the adoption after the date hereof of any other Law, rule, regulation or guideline regarding capital adequacydraft Capital Accord proposed to replace such report, or any change after the date hereof in any of the foregoing, or in the interpretation or administration thereof by any domestic or foreign Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, (ii) any change in or adoption of any other law, rule, regulation or guideline regarding capital adequacy enacted after the date hereof, or (iii) compliance by any Lender, or any lending office of any Lender, or the holding company of any Lender, with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agencyagency based on any such change or adoption, has or would have the effect of reducing the rate of return on any Lender’s capital to a level below that which such Lender would have achieved but for such application, adoption, change or compliance (taking into consideration the policies of such Lender with respect to capital adequacy), then, then from time to time Borrowers Borrower shall pay to Lender Agent such additional amounts (without duplication of any other amounts payable in respect of increased pursuant to this Loan Agreement) as will compensate Lender Lenders for such actual reduction with respect to any portion of the Loan outstanding. (c) Any amount payable by Borrowers under subsection (aBorrower pursuant to Section 2.11(a) or subsection (b) of this Section 6.1 hereof shall be paid to Agent within five ten (510) days Business Days of receipt by Borrowers Borrower of a certificate signed by an authorized officer of Lender Agent setting forth the applicable law, change or other matter giving rise to such amount as described herein, the amount due and the Agent’s basis for the determination of such amount, which statement shall be conclusive and binding upon Borrowers, Borrower absent manifest error. Failure on the part of Lender Agent to demand payment from Borrowers Borrower for any such amount attributable to any particular period shall not constitute a waiver of LenderAgent’s right to demand payment of such amount for any subsequent or prior period. Lender shall use reasonable efforts to deliver to Borrowers prompt notice of any event described in subsection (a) or (b) above, of the amount of the reserve and capital adequacy payments resulting therefrom and the reasons therefor and of the basis of calculation of such amount; provided, however, that any failure by Lender to so notify Borrowers shall not affect Borrowers’ obligation to pay the reserve and capital adequacy payment resulting therefrom.

Increased Costs and Capital Adequacy. (a) Borrowers recognize If Bank determines that the cost to Lender of maintaining the Loan or any portion thereof may fluctuate and, Borrowers agree to pay Lender additional amounts to compensate Lender for any increase in its actual costs incurred in maintaining the Loan or any portion thereof outstanding or for the reduction of any amounts received or receivable from Borrowers as a result of: (i) any change after the date hereof in any applicable Law, law or regulation or treaty, directive or bulletin or in the interpretation or administration thereof, or thereof after the Closing Date by any domestic court or foreign courtadministrative or governmental authority charged with the administration thereof shall either (i) impose, (A) changing the basis of taxation of payments under this Agreement to Lender (other than taxes imposed on all modify or any portion of the overall net income or receipts of Lender), or (B) imposing, modifying or applying deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, any credit extended by, or any other acquisition of funds for loans by Lender (which includes the Loan or any applicable portion thereof)Bank under this Agreement, or (Cii) imposing impose on Lender, Bank or the London interbank market generally, its parent Bank holding company any other condition affecting the Loan, provided that regarding this Agreement and the result of any event referred to in the foregoing is preceding clause (i) or (ii) above shall be to increase the cost to Lender Bank or such holding company of issuing, funding or maintaining any Extension of Credit (which increase in cost shall be determined by Bank’s reasonable allocation of the Loan or any portion thereof or aggregate of such cost increases resulting from such event), then, upon written demand by Bank, Borrower shall pay to reduce Bank from time to time as specified by Bank, additional amounts which shall be sufficient to compensate Bank for such increased cost from the amount date of such change. A certificate as to such increased cost incurred by Bank as a result of any sum received event mentioned in clause (i) or receivable from Borrowers by Lender under the Loan Documents; or (ii) above prepared in reasonable detail (which shall include the maintenance method employed by Lender Bank in determining the allocation of reserves such costs to Borrower) and otherwise in accordance with reserve requirements promulgated this subsection (a), submitted by the Board of Governors of the Federal Reserve System of the United States with respect Bank to “Eurocurrency Liabilities” of a similar term to that of the applicable portion of the Loan (without duplication for reserves already accounted for in the calculation of a LIBOR Rate pursuant Borrower, shall be conclusive evidence, absent manifest error, as to the terms hereof)amount thereof. (b) If Bank shall determine that the application adoption after the Closing Date of any Lawapplicable law, rule, rule or regulation or guideline adopted pursuant to or arising out of the July, July 1988 report of the Basle Base Committee on Banking Regulations and Supervisory Practices entitled “International Convergence of Capital Measurement and Capital Standards”, or the adoption after the date hereof of any other Lawlaw, rule, or regulation or guideline regarding capital adequacy, or any change after the date hereof in any of the foregoingtherein, or any change in the interpretation or administration thereof by any domestic or foreign Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Lender, Bank or its parent Bank holding company with any request requirement or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank 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 Bank or its parent Bank holding company by reason of events or conditions relating solely to Bank, has the effect of reducing the rate of return on LenderBank’s or its parent Bank holding company’s capital as a consequence of its commitment hereunder or to a level below that which Lender would Bank or such holding company could have achieved but for such application, adoption, change or compliance by an amount deemed by Bank to be material (taking into consideration for which reduction of the policies rate of Lender with respect return shall be determined by Bank’s or such holding company’s reasonable allocation of such reduction of the rate of return resulting from such event) then, upon written demand by Bank, Borrower shall pay to capital adequacy), thenBank, from time to time Borrowers shall pay to Lender as specified by Bank, such additional amount or amounts as will which shall be sufficient to compensate Lender Bank for such reduction reduction. A certificate as to such increased cost incurred by Bank as a result of any event mentioned in this subsection (b), prepared in reasonable detail (which shall include the method employed by Bank in determining the allocation of such costs to Borrower) and otherwise in accordance with respect this subsection (b) submitted by Bank to any portion of Borrower, shall be conclusive evidence, absent manifest error, as to the Loan outstandingamount thereof. (c) Any amount Amounts payable by Borrowers under subsection (a) or subsection (b) of Borrower pursuant to this Section 6.1 2.6.1. shall be paid payable within five ten (510) days Business Days of receipt by Borrowers Borrower of a certificate signed by an authorized officer of Lender setting forth the amount due and the basis for the determination of such amount, which statement shall be conclusive and binding upon Borrowers, absent manifest error. Failure on the part of Lender to demand payment from Borrowers for any such amount attributable to any particular period shall not constitute a waiver of Lender’s right to demand payment of such amount for any subsequent or prior period. Lender shall use reasonable efforts to deliver to Borrowers prompt notice of any event described in subsection (a) or (b) above, of the amount of the reserve and capital adequacy payments resulting therefrom and the reasons therefor and of the basis of calculation of such amount; provided, however, that any failure by Lender to so notify Borrowers shall not affect Borrowers’ obligation to pay the reserve and capital adequacy payment resulting therefromthis Section 2.6.1.

Increased Costs and Capital Adequacy. (a) Borrowers recognize that the cost to Lender of maintaining the Loan or any portion thereof may fluctuate and, Borrowers agree to pay Lender additional amounts to compensate Lender for any increase in its actual costs incurred in maintaining the Loan or any portion thereof outstanding or for the reduction of any amounts received or receivable from Borrowers as a result of: (i) any change after the date hereof in any applicable Law, regulation or treaty, or in the interpretation or administration thereof, or by any domestic or foreign court, (A) changing the basis of taxation of payments under this Agreement to Lender (other than taxes imposed on all or any portion of the overall net income or receipts of Lender), or (B) imposing, modifying or applying any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, ; credit extended by, or any other acquisition of funds for loans by Lender (which includes the Loan or any applicable portion thereof), or (C) imposing on Lender, or the London interbank market generally, any other condition affecting the Loan, provided that the result of the foregoing is to increase the cost to Lender of maintaining the Loan or any portion thereof or to reduce the amount of any sum received or receivable from Borrowers Borrower by Lender under the Loan Documents; or (ii) the maintenance by Lender of reserves in accordance with reserve requirements promulgated by the Board of Governors of the Federal Reserve System of the United States with respect to “Eurocurrency Liabilities” of a similar term to that of the applicable portion of the Loan (without duplication for reserves already accounted for in the calculation of a LIBOR Rate pursuant to the terms hereof). (b) If the application of any Law, rule, regulation or guideline adopted or arising out of the July, 1988 report of the Basle Basel Committee on Banking Regulations and Supervisory Practices entitled “International Convergence of Capital Measurement and Capital Standards”, or the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, and all requests, rules, guidelines and directives under or issued in connection therewith, regardless of when adopted, promulgated or issued, or the adoption after the date hereof of any other Law, rule, regulation or guideline regarding capital adequacyadequacy or liquidity, or any change after the date hereof in any of the foregoing, or in the interpretation or administration thereof by any domestic or foreign Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or by any other fiscal, monetary or other authority (whether or not having the force of law), or compliance by Lender, with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such authority, central bank or comparable agency, has the effect of reducing the rate of return on Lender’s capital to a level below that which Lender would have achieved but for such application, adoption, change or compliance (taking into consideration the policies of Lender with respect to capital adequacyadequacy and liquidity), then, from time to time Borrowers Borrower shall pay to Lender such additional amounts as will compensate Lender for such reduction with respect to any portion of the Loan outstanding. (c) Any amount payable by Borrowers under subsection (a) or subsection (b) of this Section 6.1 shall be paid within five thirty (530) days of receipt by Borrowers of a certificate signed by an authorized officer of Lender setting forth the amount due and the basis for the determination of such amount, which statement shall be conclusive and binding upon Borrowers, absent manifest error. Failure on the part of Lender to demand payment from Borrowers for any such amount attributable to any particular period shall not constitute a waiver of Lender’s right to demand payment of such amount for any subsequent or prior period. Lender shall use reasonable efforts to deliver to Borrowers prompt notice of any event described in subsection (a) or (b) above, of the amount of the reserve and capital adequacy payments resulting therefrom and the reasons therefor and of the basis of calculation of such amount; provided, however, that any failure by Lender to so notify Borrowers shall not affect Borrowers’ obligation to pay the reserve and capital adequacy payment resulting therefrom. Lender agrees not to seek compensation from Borrowers pursuant to subsection (a) or (b) of this Section 6.1 unless Lender is generally seeking similar compensation from other borrowers of Lender in connection with comparable types of financings.

Increased Costs and Capital Adequacy. (a) Borrowers recognize that the cost to Lender of maintaining the Loan or any portion thereof may fluctuate and, Borrowers agree Borrower agrees to pay Lender Agent additional amounts (without duplication of any other amounts payable in respect of increased costs pursuant to this Loan Agreement) as Agent shall reasonably determine will compensate Lender Lenders for any increase in its actual additional costs incurred in maintaining the Loan or any portion thereof outstanding or for the reduction of any amounts received or receivable from Borrowers as a result of: (i) of any change after the date hereof in any applicable Lawlaw, regulation or treaty, or in the interpretation or administration thereofthereof by any domestic or foreign governmental authority charged with the interpretation or administration thereof (whether or not having the force of law), or by any domestic or foreign court, (Ai) changing the basis of taxation of payments under this Agreement to any Lender (other than taxes imposed on all or any portion of the overall net income of any Lender by the United States or receipts by any political subdivision or taxing authority of Lenderthe United States), or (Bii) imposing, modifying or applying any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, credit extended by, or any other acquisition of funds for loans by any Lender (which includes the Loan whether directly, indirectly or any applicable portion thereof), on a portfolio wide basis) or (Ciii) imposing on Lender, or the London interbank market generally, any Lender any other condition affecting the Note or the Loan, provided that the result of the foregoing is to increase the cost to Lender of maintaining the Loan or any portion thereof or to reduce the amount of any sum received or receivable from Borrowers by Lender under the Loan Documents; or (ii) the maintenance by Lender of reserves in accordance with reserve requirements promulgated by the Board of Governors of the Federal Reserve System of the United States with respect to “Eurocurrency Liabilities” of a similar term to that of the applicable portion of the Loan (without duplication for reserves already accounted for in the calculation of a LIBOR Rate pursuant to the terms hereof). (b) If any Lender shall determine in good faith that (i) any change enacted after the date hereof in the application of any Lawlaw, rule, regulation or guideline adopted or arising out of the July, July 1988 report of the Basle Basel Committee on Banking Regulations and Supervisory Practices entitled “International Convergence of Capital Measurement and Capital Standards”, or ,” including the adoption after the date hereof of any other Law, rule, regulation or guideline regarding capital adequacydraft Capital Accord proposed to replace such report, or any change after the date hereof in any of the foregoing, or in the interpretation or administration thereof by any domestic or foreign Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, (ii) any change in or adoption of any other law, rule, regulation or guideline regarding capital adequacy enacted after the date hereof, or (iii) compliance by any Lender, or any lending office of any Lender, or the holding company of any Lender, with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agencyagency based on any such change or adoption, has or would have the effect of reducing the rate of return on any Lender’s capital to a level below that which such Lender would have achieved but for such application, adoption, change or compliance (taking into consideration the policies of such Lender with respect to capital adequacy), then, then from time to time Borrowers Borrower shall pay to Lender Agent such additional amounts (without duplication of any other amounts payable pursuant to this Loan Agreement) as will compensate Lender Lenders for such actual reduction with respect to any portion of the Loan outstanding. (c) Any amount payable by Borrowers under subsection (aBorrower pursuant to Section 2.11(a) or subsection (b) of this Section 6.1 hereof shall be paid to Agent within five ten (510) days Business Days of receipt by Borrowers Borrower of a certificate signed by an authorized officer of Lender Agent setting forth the applicable law, change or other matter giving rise to such amount due as described herein, the amount due, and the Agent’s basis for the determination of such amount, which statement shall be conclusive and binding upon Borrowers, Borrower absent manifest error. Failure on the part of Lender Agent to demand payment from Borrowers Borrower for any such amount attributable to any particular period shall not constitute a waiver of LenderAgent’s right to demand payment of such amount for any subsequent or prior period. Lender shall use reasonable efforts to deliver to Borrowers prompt notice of any event described in subsection . (ad) or Notwithstanding Sections 2.11(a) and (b) abovehereof, (i) all requests, rules, guidelines or directions under or in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act shall be deemed not to have been the subject of any request or directive implemented or any change having occurred prior to the date hereof and (ii) any change based on the reports and supporting documentation of the amount Basel Committee on Banking Supervision of December 2009 entitled “Strengthening the Resilience of the reserve Banking Sector” and capital adequacy payments resulting therefrom “International Framework for Liquidity Risk Measurement, Standards and the reasons therefor and of the basis of calculation of such amount; providedMonitoring”, howeverin each case together with any amendments thereto, that any failure by Lender to so notify Borrowers shall not affect Borrowers’ obligation be deemed to pay have occurred on or prior to the reserve and capital adequacy payment resulting therefromClosing Date.

Increased Costs and Capital Adequacy. (a) Borrowers recognize that the cost to Lender of maintaining the Loan or any portion thereof may fluctuate and, Borrowers agree Borrower agrees to pay Lender Agent additional amounts as Agent shall determine in good faith will be sufficient to compensate Lender Lenders for any increase in its actual increased costs incurred in maintaining the Loan or any portion thereof outstanding or for the reduction of any amounts received or receivable from Borrowers arising as a result of: (i) of any change after the date hereof in any applicable Lawlaw, regulation or treaty, or in the interpretation or administration thereofthereof after the Closing Date by any domestic or foreign governmental authority charged with the interpretation or administration thereof (whether or not having the force of law), or by any domestic or foreign courtcourt (collectively, a “Change in Law”) (Ai) changing the basis of taxation of payments under this Agreement to any Lender (other than taxes imposed on all or any portion of the overall net income or receipts of Lenderwith respect to Excluded Taxes), or (Bii) imposing, modifying or applying any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, credit extended by, or any other acquisition of funds for loans by any Lender (which includes the Loan whether directly, indirectly or any applicable portion thereof), on a ________________________________________________________________________________________________________________________ portfolio wide basis) or (Ciii) imposing on Lender, or the London interbank market generally, any other condition affecting transactions in the nature of the Loan, provided that the result of the foregoing is to increase the cost to Lender of maintaining the Loan or any portion thereof or to reduce the amount of any sum received or receivable from Borrowers by Lender under the Loan Documents; or (ii) the maintenance by Lender of reserves in accordance with reserve requirements promulgated by the Board of Governors of the Federal Reserve System of the United States with respect to “Eurocurrency Liabilities” of a similar term to that of the applicable portion of the Loan (without duplication for reserves already accounted for in the calculation of a LIBOR Rate pursuant to the terms hereof). (b) If any Lender shall determine that (i) any change in the application of any Lawlaw, rule, regulation or guideline adopted or arising out of the July, 1988 June 2006 report of the Basle Base Committee on Banking Regulations and Supervisory Practices entitled “Basel II: International Convergence of Capital Measurement and Capital Standards: a Revised Framework - Comprehensive Version”, or the adoption after the date hereof of any other Law, rule, regulation or guideline regarding capital adequacy, or any change after the date hereof in any of the foregoing, or in the interpretation or administration thereof by any domestic or foreign Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, (ii) any change in or adoption of any other law, rule, regulation or guideline regarding capital adequacy, or (iii) compliance by any Lender, or any lending office of any Lender, or the holding company of any Lender, with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agencyagency based on any such change or adoption, has or would have the effect of reducing the rate of return on any Lender’s capital to a level below that which such Lender would have achieved but for such application, adoption, change or compliance (taking into consideration the policies of such Lender with respect to capital adequacy), then, then from time to time Borrowers Borrower shall pay to Lender Agent such additional amounts as will be sufficient to compensate Lender Lenders for such actual reduction with respect to any portion of the Loan outstanding. If Borrower becomes obligated to pay any material additional amounts described in this Section 2.12, such Lender shall, as promptly as practicable, at Borrower’s sole reasonable cost and expense, make reasonable efforts to designate another lending branch or agency of such Lender to maintain its share of the Loan if such designation would enable it to lawfully honor its obligation to make or maintain its share of the Loan and would not, in the good faith opinion of such Lender or Agent, result in any adverse economic, tax, legal or regulatory consequences for, or otherwise be disadvantageous to, such Lender or Agent or such lending branch or agency. (c) Any amount payable by Borrowers under subsection (aBorrower pursuant to Section 2.12(a) or subsection (b) of this Section 6.1 hereof shall be paid to Agent within five thirty (530) days of receipt by Borrowers Borrower of a certificate signed by an authorized officer of Lender Agent setting forth the amount due and the Agent’s basis for the determination of such amount, which statement shall be conclusive and binding upon Borrowers, Borrower absent manifest error. Failure on the part of Lender Agent to demand payment from Borrowers Borrower for any such amount attributable to any particular period shall not constitute a waiver of LenderAgent’s right to demand payment of such amount for any subsequent or prior period. Lender shall use reasonable efforts to deliver to Borrowers prompt notice of any event described in subsection (a) or (b) above, of the amount of the reserve and capital adequacy payments resulting therefrom and the reasons therefor and of the basis of calculation of such amount; provided, however, that no demand for any failure by Lender to so notify Borrowers shall not affect Borrowers’ obligation to pay payment hereunder may be made more than one hundred eighty (180) days after the reserve and capital adequacy payment resulting therefromsame has accrued.

Increased Costs and Capital Adequacy. (a) Borrowers recognize If Bank determines that the cost to Lender of maintaining the Loan or any portion thereof may fluctuate and, Borrowers agree to pay Lender additional amounts to compensate Lender for any increase in its actual costs incurred in maintaining the Loan or any portion thereof outstanding or for the reduction of any amounts received or receivable from Borrowers as a result of: (i) any change after the date hereof in any applicable Law, law or regulation or treaty, directive or bulletin or in the interpretation or administration thereof, or thereof after the Closing Date by any domestic court or foreign courtadministrative or governmental authority charged with the administration thereof shall either (i) impose, (A) changing the basis of taxation of payments under this Agreement to Lender (other than taxes imposed on all modify or any portion of the overall net income or receipts of Lender), or (B) imposing, modifying or applying deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, any credit extended by, or any other acquisition of funds for loans by Lender (which includes the Loan or any applicable portion thereof)Bank under this Agreement, or (Cii) imposing impose on Lender, Bank or the London interbank market generally, its parent bank holding company any other condition affecting the Loan, provided that regarding this Agreement and the result of any event referred to in the foregoing is preceding clause (i) or (ii) above shall be to increase the cost to Lender Bank or such holding company of issuing, funding or maintaining any Extension of Credit (which increase in cost shall be determined by Bank's reasonable allocation of the Loan or any portion thereof or aggregate of such cost increases resulting from such event), then, upon written demand by Bank, Borrower shall pay to reduce Bank from time to time as specified by Bank, additional amounts which shall be sufficient to compensate Bank for such increased cost from the amount date of such change. A certificate as to such increased cost incurred by Bank as a result of any sum received event mentioned in clause (i) or receivable from Borrowers by Lender under the Loan Documents; or (ii) above prepared in reasonable detail (which shall include the maintenance method employed by Lender Bank in determining the allocation of reserves such costs to Borrower) and otherwise in accordance with reserve requirements promulgated this subsection (a), submitted by the Board of Governors of the Federal Reserve System of the United States with respect Bank to “Eurocurrency Liabilities” of a similar term to that of the applicable portion of the Loan (without duplication for reserves already accounted for in the calculation of a LIBOR Rate pursuant Borrower, shall be conclusive evidence, absent manifest error, as to the terms hereof)amount thereof. (b) If Bank shall determine that the application adoption after the Closing Date of any Lawapplicable law, rule, rule or regulation or guideline adopted pursuant to or arising out of the July, July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled “"International Convergence of Capital Measurement and Capital Standards”", or the adoption after the date hereof of any other Lawlaw, rule, or regulation or guideline regarding capital adequacy, or any change after the date hereof in any of the foregoingtherein, or any change in the interpretation or administration thereof by any domestic or foreign Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, ; or compliance by Lender, Bank or its parent bank holding company with any request new or amended 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 Bank or its parent Bank holding company by reason of events or conditions relating solely to Bank, has the effect of reducing the rate of return on Lender’s Bank's or its parent bank holding company's capital as a consequence of its commitment hereunder to a level below that which Lender would Bank or such holding company could have achieved but for such application, adoption, change or compliance by an amount deemed by Bank to be material (taking into consideration for which reduction of the policies rate of Lender with respect return shall be determined by Bank's or such holding company's reasonable allocation of such reduction of the rate of return resulting from such event) then, upon written demand by Bank, Borrower shall pay to capital adequacy), thenBank, from time to time Borrowers shall pay to Lender as specified by Bank, such additional amount or amounts as will which shall be sufficient to compensate Lender Bank for such reduction reduction. A certificate as to such increased cost incurred by Bank as a result of any event mentioned in this subsection (b), prepared in reasonable detail (which shall include the method employed by Bank in determining the allocation of such costs to Borrower) and otherwise in accordance with respect this subsection (b) submitted by Bank to any portion of Borrower, shall be conclusive evidence, absent manifest error, as to the Loan outstandingamount thereof. (c) Any amount Amounts payable by Borrowers under subsection (a) or subsection (b) of Borrower pursuant to this Section 6.1 2.4.1. shall be paid payable within five ten (510) days Business Days of receipt by Borrowers Borrower of a certificate signed by an authorized officer of Lender setting forth the amount due and the basis for the determination of such amount, which statement shall be conclusive and binding upon Borrowers, absent manifest error. Failure on the part of Lender to demand payment from Borrowers for any such amount attributable to any particular period shall not constitute a waiver of Lender’s right to demand payment of such amount for any subsequent or prior period. Lender shall use reasonable efforts to deliver to Borrowers prompt notice of any event described in subsection (a) or (b) aboveof this Section 2.4.1. (d) Notwithstanding any provision of this Section 2.4.1. to the contrary, prior to seeking payment from Borrower of any amounts pursuant hereto, Bank shall first use its best efforts (which shall not require additional costs or administrative burdens on Bank) to take such steps as would eliminate or reduce any cost or expense otherwise to be borne by Borrower under this Section 2.4.1. (e) Borrower shall have the right, within thirty (30) Business Days of the delivery of demand for payment under this Section 2.4.1., to terminate this Agreement without premium or penalty by paying the entire principal amount of due and payable under this Agreement, the reserve and capital adequacy payments resulting therefrom Notes and the reasons therefor Other Documents and paying any amount required in respect of Credits Outstanding in accordance with Section 2.2.3.(c) hereof. (f) Notwithstanding any provision of this Section 2.4.1. to the basis of calculation of such amount; providedcontrary, however, that any failure by Lender to so notify Borrowers in no event shall not affect Borrowers’ obligation Borrower be obligated to pay the reserve and capital adequacy payment resulting therefromany amounts under this Section 2.4.1. which relates to any income, excise or franchise taxes imposed or sought to be imposed on Bank.

Increased Costs and Capital Adequacy. (a) The Borrowers recognize that shall pay to the cost to Lender of maintaining the Loan or any portion thereof may fluctuate and, Borrowers agree to pay Lender Administrative Agent additional amounts to as the Administrative Agent shall determine will compensate Lender Lenders for any increase in its actual costs incurred in maintaining the Loan Loans or any portion thereof outstanding or for the reduction of any amounts received or receivable from Borrowers as a result of: (i) of any change after the date hereof in any applicable Lawlaw, regulation or treaty, or in the interpretation or administration thereofthereof by any domestic or foreign governmental authority charged with the interpretation or administration thereof (whether or not having the force of law), or by any domestic or foreign court, (Ai) changing the basis of taxation of payments under this Agreement to any Lender (other than taxes imposed on all or any portion of the overall net income of any Lender by the United States or receipts by any political subdivision or taxing authority of Lenderthe United States or by any foreign governmental authority), or (Bii) imposing, modifying or applying any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, credit extended by, or any other acquisition of funds for loans by any Lender (which includes the Loan whether directly, indirectly or any applicable portion thereofon a portfolio wide basis), or (Ciii) imposing on Lender, or the London interbank market generally, any Lender any other condition affecting any Notes or the Loan, provided that the result of the foregoing is to increase the cost to Lender of maintaining the Loan or any portion thereof or to reduce the amount of any sum received or receivable from Borrowers by Lender under the Loan Documents; or (ii) the maintenance by Lender of reserves in accordance with reserve requirements promulgated by the Board of Governors of the Federal Reserve System of the United States with respect to “Eurocurrency Liabilities” of a similar term to that of the applicable portion of the Loan (without duplication for reserves already accounted for in the calculation of a LIBOR Rate pursuant to the terms hereof)Loans. (b) If any Lender shall determine that (i) any change in the application of any Lawlaw, rule, regulation or guideline adopted or arising out of the July, July 1988 report of the Basle Basel Committee on Banking Regulations and Supervisory Practices entitled “International Convergence of Capital Measurement and Capital Standards”, or ,” including the adoption after the date hereof of any other Law, rule, regulation or guideline regarding capital adequacydraft Capital Accord currently proposed to replace such report, or any change after the date hereof in any of the foregoing, or in the interpretation or administration thereof by any domestic or foreign Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, (ii) any change in or adoption of any other law, rule, regulation or guideline regarding capital adequacy, or (iii) compliance by any Lender, or any lending office of any Lender, or the holding company of any Lender, with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agencyagency based on any such change or adoption, has or would have the effect of reducing the rate of return on any Lender’s capital to a level below that which such Lender would have achieved but for such application, adoption, change or compliance (taking into consideration the policies of such Lender with respect to capital adequacy), then, then from time to time the Borrowers shall pay to Lender the Administrative Agent such additional amounts as will compensate Lender Lenders for such actual reduction with respect to any portion of the Loan Loans outstanding. (c) Any amount payable by the Borrowers under subsection (apursuant to Section 2.15(a) or subsection (b) of this Section 6.1 hereof shall be paid to the Administrative Agent within five (5) days Business Days of receipt by Borrowers the Administrative Borrower of a certificate signed by an authorized officer of Lender the Administrative Agent setting forth the amount due and the Administrative Agent’s basis for the determination of such amount, which statement shall be conclusive and binding upon Borrowers, the Borrowers absent manifest error. Failure on the part of Lender the Administrative Agent to demand payment from Borrowers the Administrative Borrower or any other Borrower for any such amount attributable to any particular period shall not constitute a waiver of Lenderthe Administrative Agent’s right to demand payment of such amount for any subsequent or prior period. Lender shall use reasonable efforts to deliver to Borrowers prompt notice of any event described in subsection (a) or (b) above, of the amount of the reserve and capital adequacy payments resulting therefrom and the reasons therefor and of the basis of calculation of such amount; provided, however, that any failure by Lender to so notify Borrowers shall not affect Borrowers’ obligation to pay the reserve and capital adequacy payment resulting therefrom.

Increased Costs and Capital Adequacy. (a) Borrowers recognize Borrower recognizes that the cost to Lender of maintaining the Loan or any portion thereof may fluctuate and, Borrowers agree Borrower agrees to pay Lender additional amounts to compensate Lender for any increase in its actual costs incurred in maintaining the Loan or any portion thereof outstanding or for the reduction of any amounts received or receivable from Borrowers Borrower in either case as a result of: (i) of any change after the date hereof in any applicable Law, regulation or treatytreaty (including any Risk-Based Capital Guideline), or in the interpretation or administration application thereof, or by any domestic or foreign court, (Ai) changing the basis of taxation of payments under this Agreement to Lender (other than taxes Taxes imposed on all or any portion of the overall net income or receipts of Lender), or (Bii) imposing, modifying or applying any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, credit extended by, or any other acquisition of funds for loans by Lender (which includes the Loan or any applicable portion thereof), or (Ciii) imposing on Lender, or the London interbank market generally, Lender any other condition affecting the Loan, provided that the result of the foregoing is to increase the cost to Lender of maintaining the Loan or any portion thereof or to reduce the amount of any sum received or receivable from Borrowers Borrower by Lender under the Loan Documents; or (ii) the maintenance by Lender of reserves in accordance with reserve requirements promulgated by the Board of Governors of the Federal Reserve System of the United States with respect to “Eurocurrency Liabilities” of a similar term to that of the applicable portion of the Loan (without duplication for reserves already accounted for in the calculation of a LIBOR Rate pursuant to the terms hereof). (b) If the application of any Law, rule, regulation or guideline adopted or arising out of the July, 1988 report of the Basle Basel Committee on Banking Regulations and Supervisory Practices entitled “International Convergence of Capital Measurement and Capital Standards”, or the adoption after the date hereof of any other Law, rule, regulation or guideline regarding capital adequacy, or any change after the date hereof in any of the foregoing, or in the interpretation or administration application thereof by any domestic or foreign Governmental Authority, central bank or comparable agency charged with the interpretation or administration application thereof, or compliance by Lender, 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 the effect of reducing the rate of return on Lender’s capital to a level below that which Lender would have achieved but for such application, adoption, change or compliance (taking into consideration the policies of Lender with respect to capital adequacy), then, from time to time Borrowers Borrower shall pay to Lender such additional amounts as will compensate Lender for such reduction with respect to any portion of the Loan outstanding. (c) Notwithstanding anything to the contrary in subsection (a) or subsection (b) above, Lender shall not be entitled to any compensation from Borrower due to any increased costs or any reductions of amounts received as a result of the implementation of Basel III capital regulations. Any amount payable by Borrowers Borrower under subsection (a) or subsection (b) of this Section 6.1 shall be paid within five (5) days Business Days of receipt by Borrowers Borrower of a certificate signed by an authorized officer of Lender setting forth the amount due and the basis for the determination of such amount, which statement shall be conclusive and binding upon BorrowersBorrower, absent manifest error. Failure on the part of Lender to demand payment from Borrowers Borrower for any such amount attributable to any particular period shall not constitute a waiver of Lender’s right to demand payment of such amount for any subsequent or prior period; provided that Borrower shall not be required to compensate Lender for any amounts incurred more than 180 days prior to the date Lender notifies Borrower of the event giving rise to such amounts and of Lender’s intention to claim compensation therefor. Lender shall use reasonable efforts to deliver to Borrowers Borrower prompt notice of any event described in subsection (a) or (b) above, of the amount of the reserve and capital adequacy payments resulting therefrom and the reasons therefor and of the basis of calculation of such amount; provided, however, that any failure by Lender to so notify Borrowers Borrower shall not affect Borrowers’ Borrower’s obligation to pay the reserve and capital adequacy payment resulting therefrom.

Increased Costs and Capital Adequacy. (a) Borrowers recognize 2.9.1 Borrower recognizes that the cost to any Lender of maintaining the Loan Loans or any portion thereof may fluctuate and, Borrowers agree to the extent that such Lender makes such determination generally with respect to similarly situated borrowers, Borrower agrees to pay Lender Agent additional amounts to compensate any such Lender for any increase in its actual costs incurred in maintaining the Loan Loans or any portion thereof outstanding or for the reduction of any amounts received or receivable from Borrowers Borrower as a result of: (ia) any change after the date hereof in any applicable Lawlaw, regulation or treaty, or in the interpretation or administration thereof, or by any domestic or foreign court, (A) changing the basis of taxation of payments under this Agreement to any Lender (other than taxes imposed on all or any portion of the overall net income or receipts of LenderLenders or franchise taxes), or (B) imposing, modifying or applying any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, credit extended by, or any other acquisition of funds for loans by any Lender (which includes the Loan Loans or any applicable portion thereof) (provided, however, that Borrower shall not be charged again the Reserve Percentage already accounted for in the definition of the Adjusted LIBOR Rate), or (C) imposing on any Lender, or the London interbank market generally, any other condition affecting the Loan, provided that the result of the foregoing is to increase the cost to any Lender of maintaining the Loan Loans or any portion thereof or to reduce the amount of any sum received or receivable from Borrowers Borrower by any Lender under the Loan Documents; or (iib) the maintenance by any Lender of reserves in accordance with reserve requirements promulgated by the Board of Governors of the Federal Reserve System of the United States with respect to “Eurocurrency Liabilities” of a similar term to that of the applicable portion of the Loan Loans (without duplication for reserves already accounted for in the calculation of a LIBOR Rate pursuant to the terms hereof). So long as no Event of Default has occurred and is continuing, upon written demand of Borrower, the Borrower may with thirty (30) days’ written notice to the Agent, require any such Lender whose costs of maintaining the Loans or any portion thereof has increased as provided for in this Section 2.9.1 to sell and assign its entire interest in the Loans pursuant to Section 13.22 hereof to any Eligible Assignee identified by the Borrower in its demand and reasonably approved by the Agent, upon payment by such Eligible Assignee of the entire par amount of such Lender’s interest in the Loan, plus any compensation required to be paid hereunder and any applicable Breakage Costs. (b) 2.9.2 If the application of any Lawlaw, rule, regulation or guideline adopted or arising out of the July, 1988 report of the Basle Basel Committee on Banking Regulations and Supervisory Practices entitled “International Convergence of Capital Measurement and Capital Standards”, or the adoption after the date hereof of any other Lawlaw, rule, regulation or guideline regarding capital adequacy, or any change after the date hereof in any of the foregoing, or in the interpretation or administration thereof by any domestic or foreign Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereofthereof (with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder issued in connection therewith or in implementation thereof being deemed to have occurred after the date hereof, regardless of the date enacted, adopted, issued or implemented), or compliance by any Lender, 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 the effect of reducing the rate of return on such Lender’s capital to a level below that which such Lender would have achieved but for such application, adoption, change or compliance (taking into consideration the policies of such Lender with respect to capital adequacy), then, to the extent that such Lender requires such compensation generally with respect to similarly situated Borrower, from time to time Borrowers Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction with respect to any portion of the Loan Loans outstanding. So long as no Event of Default has occurred and is continuing, upon written demand of Borrower, the Borrower may with thirty (30) days written notice to the Agent, require any such Lender to whom compensation is due and payable by the Borrower as provided for in this Section 2.9.2 to sell and assign its entire interest in the Loans pursuant to Section 13.22 hereof to any Eligible Assignee identified by the Borrower in its demand and reasonably approved by the Agent, upon payment by such Eligible Assignee of the entire par amount of such Lender’s interest in the Loan, plus any compensation required to be paid hereunder and any applicable Breakage Costs. (c) 2.9.3 Any amount payable by Borrowers Borrower under subsection (a) 2.9.1 or subsection (b) of this Section 6.1 2.9.2 above shall be paid within five (5) days of receipt by Borrowers Borrower of a certificate signed by an authorized officer of Lender Agent setting forth the amount due and the basis for the determination of such amount, which statement shall be conclusive and binding upon BorrowersBorrower, absent manifest error. Failure on the part of Lender Agent to demand payment from Borrowers Borrower for any such amount attributable to any particular period shall not constitute a waiver of Lender’s right to demand payment of such amount for any subsequent or prior period. Lender Agent shall use reasonable efforts to deliver to Borrowers Borrower prompt notice of any event described in subsection (a) 2.9.1 or (b) 2.9.2 above, of the amount of the reserve and capital adequacy payments resulting therefrom and the reasons therefor and of the basis of calculation of such amount; provided, however, that any failure by Lender Agent so to so notify Borrowers Borrower shall not affect Borrowers’ Borrower’s obligation to pay the reserve and capital adequacy payment resulting therefrom.

Increased Costs and Capital Adequacy. (a) Borrowers recognize Borrower recognizes that the cost to Lender of maintaining the Loan or any portion thereof may fluctuate and, Borrowers agree Borrower agrees to pay Lender additional amounts to compensate Lender for any increase in its actual costs incurred in maintaining the Loan or any portion thereof outstanding or for the reduction of any amounts received or receivable from Borrowers Borrower as a result of: (i) any change after the date hereof in any applicable Law, regulation or treaty, or in the interpretation or administration thereof, or by any domestic or foreign court, (A) changing the basis of taxation of payments under this Agreement to Lender (other than taxes imposed on all or any portion of the overall net income or receipts of Lender), or (B) imposing, modifying or applying any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, credit extended by, or any other acquisition of funds for loans by Lender (which includes the Loan or any applicable portion thereof), or (C) imposing on Lender, or the London interbank market generally, any other condition affecting the Loan, provided that the result of the foregoing is to increase the cost to Lender of maintaining the Loan or any portion thereof or to reduce the amount of any sum received or receivable from Borrowers Borrower by Lender under the Loan Documents; or (ii) the maintenance by Lender of reserves in accordance with reserve requirements promulgated by the Board of Governors of the Federal Reserve System of the United States with respect to “"Eurocurrency Liabilities” " of a similar term to that of the applicable portion of the Loan (without duplication for reserves already accounted for in the calculation of a LIBOR Rate pursuant to the terms hereof). (b) If the application of any Law, rule, regulation or guideline adopted 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”", or the adoption after the date hereof of any other Law, rule, regulation or guideline regarding capital adequacy, or any change after the date hereof in any of the foregoing, or in the interpretation or administration thereof by any domestic or foreign Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Lender, 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 the effect of reducing the rate of return on Lender’s 's capital to a level below that which Lender would have achieved but for such application, adoption, change or compliance (taking into consideration the policies of Lender with respect to capital adequacy), then, from time to time Borrowers Borrower shall pay to Lender such additional amounts as will compensate Lender for such reduction with respect to any portion of the Loan outstanding. (c) Any amount payable by Borrowers Borrower under subsection (a) or subsection (b) of this Section 6.1 shall be paid within five (5) days of receipt by Borrowers Borrower of a certificate signed by an authorized officer of Lender setting forth the amount due and the basis for the determination of such amount, which statement shall be conclusive and binding upon BorrowersBorrower, absent manifest error. Failure on the part of Lender to demand payment from Borrowers Borrower for any such amount attributable to any particular period shall not constitute a waiver of Lender’s 's right to demand payment of such amount for any subsequent or prior period. Lender shall use reasonable efforts to deliver to Borrowers Borrower prompt notice of any event described in subsection (a) or (b) above, of the amount of the reserve and capital adequacy payments resulting therefrom and the reasons therefor and of the basis of calculation of such amount; provided, however, that any failure by Lender to so notify Borrowers Borrower shall not affect Borrowers’ Borrower's obligation to pay the reserve and capital adequacy payment resulting therefrom.

Increased Costs and Capital Adequacy. (a) Borrowers recognize that the cost to Lender of maintaining the Loan or any portion thereof may fluctuate and, Borrowers agree Borrower agrees to pay Lender Agent additional amounts as Agent shall determine in good faith will be sufficient to compensate Lender Lenders for any increase in its actual increased costs incurred in maintaining the Loan or any portion thereof outstanding or for the reduction of any amounts received or receivable from Borrowers arising as a result of: (i) of any change after the date hereof in any applicable Lawlaw, regulation or treaty, or in the interpretation or administration thereofthereof after the Closing Date by any domestic or foreign governmental authority charged with the interpretation or administration thereof (whether or not having the force of law), or by any domestic or foreign courtcourt (collectively, a “Change in Law”) (Ai) changing the basis of taxation of payments under this Agreement to any Lender (other than taxes imposed on all or any portion of the overall net income or receipts of Lenderwith respect to Excluded Taxes), or (Bii) imposing, modifying or applying any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, credit extended by, or any other acquisition of funds for loans by any Lender (which includes the Loan whether directly, indirectly or any applicable portion thereof), on a portfolio wide basis) or (Ciii) imposing on Lender, or the London interbank market generally, any other condition affecting transactions in the nature of the Loan, provided that the result of the foregoing is to increase the cost to Lender of maintaining the Loan or any portion thereof or to reduce the amount of any sum received or receivable from Borrowers by Lender under the Loan Documents; or (ii) the maintenance by Lender of reserves in accordance with reserve requirements promulgated by the Board of Governors of the Federal Reserve System of the United States with respect to “Eurocurrency Liabilities” of a similar term to that of the applicable portion of the Loan (without duplication for reserves already accounted for in the calculation of a LIBOR Rate pursuant to the terms hereof). (b) If any Lender shall determine that (i) any change in the application of any Lawlaw, rule, regulation or guideline adopted or arising out of the July, 1988 June 2006 report of the Basle Basel Committee on Banking Regulations and Supervisory Practices entitled “Basel II: International Convergence of Capital Measurement and Capital Standards: a Revised Framework -Comprehensive Version”, or the adoption after the date hereof of any other Law, rule, regulation or guideline regarding capital adequacy, or any change after the date hereof in any of the foregoing, or in the interpretation or administration thereof by any domestic or foreign Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, (ii) any change in or adoption of any other law, rule, regulation or guideline regarding capital adequacy, or (iii) compliance by any Lender, or any lending office of any Lender, or the holding company of any Lender, with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agencyagency based on any such change or adoption, has or would have the effect of reducing the rate of return on any Lender’s capital to a level below that which such Lender would have achieved but for such application, adoption, change or compliance (taking into consideration the policies of such Lender with respect to capital adequacy), then, then from time to time Borrowers Borrower shall pay to Lender Agent such additional amounts as will be sufficient to compensate Lender Lenders for such actual reduction with respect to any portion of the Loan outstanding. If Borrower becomes obligated to pay any material additional amounts described in this Section 2.12, such Lender shall, as promptly as practicable, at Borrower’s sole reasonable cost and expense, make reasonable efforts to designate another lending branch or agency of such Lender to maintain its share of the Loan if such designation would enable it to lawfully honor its obligation to make or maintain its share of the Loan and would not, in the good faith opinion of such Lender or Agent, result in any adverse economic, tax, legal or regulatory consequences for, or otherwise be disadvantageous to, such Lender or Agent or such lending branch or agency. (c) Any amount payable by Borrowers under subsection (aBorrower pursuant to Section 2.12(a) or subsection (b) of this Section 6.1 hereof shall be paid to Agent within five thirty (530) days of receipt by Borrowers Borrower of a certificate signed by an authorized officer of Lender Agent setting forth the amount due and the Agent’s basis for the determination of such amount, which statement shall be conclusive and binding upon Borrowers, Borrower absent manifest error. Failure on the part of Lender Agent to demand payment from Borrowers Borrower for any such amount attributable to any particular period shall not constitute a waiver of LenderAgent’s right to demand payment of such amount for any subsequent or prior period. Lender shall use reasonable efforts to deliver to Borrowers prompt notice of any event described in subsection (a) or (b) above, of the amount of the reserve and capital adequacy payments resulting therefrom and the reasons therefor and of the basis of calculation of such amount; provided, however, that no demand for any failure by Lender to so notify Borrowers shall not affect Borrowers’ obligation to pay payment hereunder may be made more than one hundred eighty (180) days after the reserve and capital adequacy payment resulting therefromsame has accrued.

Increased Costs and Capital Adequacy. (a) Borrowers recognize If Bank determines that the cost to Lender of maintaining the Loan or any portion thereof may fluctuate and, Borrowers agree to pay Lender additional amounts to compensate Lender for any increase in its actual costs incurred in maintaining the Loan or any portion thereof outstanding or for the reduction of any amounts received or receivable from Borrowers as a result of: (i) any change after the date hereof in any applicable Law, law or regulation or treaty, directive or bulletin or in the interpretation or administration thereof, or thereof after the Closing Date by any domestic court or foreign courtadministrative or governmental authority charged with the administration thereof shall either (i) impose, (A) changing the basis of taxation of payments under this Agreement to Lender (other than taxes imposed on all modify or any portion of the overall net income or receipts of Lender), or (B) imposing, modifying or applying deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, any credit extended by, or any other acquisition of funds for loans by Lender (which includes the Loan or any applicable portion thereof)Bank under this Agreement, or (Cii) imposing impose on Lender, Bank or the London interbank market generally, its parent bank holding company any other condition affecting the Loan, provided that regarding this Agreement and the result of any event referred to in the foregoing is preceding clause (i) or (ii) above shall be to increase the cost to Lender Bank or such holding company of issuing, funding or maintaining any Extension of Credit (which increase in cost shall be determined by Bank's reasonable allocation of the Loan or any portion thereof or aggregate of such cost increases resulting from such event), then, upon written demand by Bank, Borrower shall pay to reduce Bank from time to time as specified by Bank, additional amounts which shall be sufficient to compensate Bank for such increased cost from the amount date of such change. A certificate as to such increased cost incurred by Bank as a result of any sum received event mentioned in clause (i) or receivable from Borrowers by Lender under the Loan Documents; or (ii) above prepared in reasonable detail (which shall include the maintenance method employed by Lender Bank in determining the allocation of reserves such costs to Borrower) and otherwise in accordance with reserve requirements promulgated this subsection (a), submitted by the Board of Governors of the Federal Reserve System of the United States with respect Bank to “Eurocurrency Liabilities” of a similar term to that of the applicable portion of the Loan (without duplication for reserves already accounted for in the calculation of a LIBOR Rate pursuant Borrower, shall be conclusive evidence, absent manifest error, as to the terms hereof)amount thereof. (b) If Bank shall determine that the application adoption after the Closing Date of any Lawapplicable law, rule, rule or regulation or guideline adopted pursuant to or arising out of the July, July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled “"International Convergence of Capital Measurement and Capital Standards”", or the adoption after the date hereof of any other Lawlaw, rule, or regulation or guideline regarding capital adequacy, or any change after the date hereof in any of the foregoingtherein, or any change in the interpretation or administration thereof by any domestic or foreign Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Lender, Bank or its parent bank holding company with any request requirement or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank 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 Bank or its parent Bank holding company by reason of events or conditions relating solely to Bank, has the effect of reducing the rate of return on Lender’s Bank's or its parent Bank holding company's capital as a consequence of its commitment hereunder or to a level below that which Lender would Bank or such holding company could have achieved but for such application, adoption, change or compliance by an amount deemed by Bank to be material (taking into consideration for which reduction of the policies rate of Lender with respect return shall be determined by Bank's or such holding company's reasonable allocation of such reduction of the rate of return resulting from such event) then, upon written demand by Bank, Borrower shall pay to capital adequacy), thenBank, from time to time Borrowers shall pay to Lender as specified by Bank, such additional amount or amounts as will which shall be sufficient to compensate Lender Bank for such reduction reduction. A certificate as to such increased cost incurred by Bank as a result of any event mentioned in this subsection (b), prepared in reasonable detail (which shall include the method employed by Bank in determining the allocation of such costs to Borrower) and otherwise in accordance with respect this subsection (b) submitted by Bank to any portion of Borrower, shall be conclusive evidence, absent manifest error, as to the Loan outstandingamount thereof. (c) Any amount Amounts payable by Borrowers under subsection (a) or subsection (b) of Borrower pursuant to this Section 6.1 2.6.1. shall be paid payable within five ten (510) days Business Days of receipt by Borrowers Borrower of a certificate signed by an authorized officer of Lender setting forth the amount due and the basis for the determination of such amount, which statement shall be conclusive and binding upon Borrowers, absent manifest error. Failure on the part of Lender to demand payment from Borrowers for any such amount attributable to any particular period shall not constitute a waiver of Lender’s right to demand payment of such amount for any subsequent or prior period. Lender shall use reasonable efforts to deliver to Borrowers prompt notice of any event described in subsection (a) or (b) above, of the amount of the reserve and capital adequacy payments resulting therefrom and the reasons therefor and of the basis of calculation of such amount; provided, however, that any failure by Lender to so notify Borrowers shall not affect Borrowers’ obligation to pay the reserve and capital adequacy payment resulting therefromthis Section 2.6.1.