Common use of Increased Costs; Capital Adequacy, Etc Clause in Contracts

Increased Costs; Capital Adequacy, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or (ii) the compliance with any guideline or request from any governmental authority, central bank or comparable agency (whether or not having the force of law), there shall be any increase in the cost to any Lender of maintaining LIBOR Advances, then the Trust shall from time to time, upon demand by such Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate in reasonable detail as to the basis for and the amount of such increased cost, submitted to the Trust and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. Promptly after any Lender becomes aware of any such introduction, change or proposed compliance, such Lender shall notify the Trust thereof. No Lender shall be permitted to recover increased costs incurred or accrued more than 90 days prior to such notice to the Trust. (b) If the Trust so notifies the Agent within five Business Days after any Lender notifies the Trust of any increased cost pursuant to the provisions of Section 8.6(a), the Trust shall convert all Advances of the type affected by such increased cost of all Lenders then outstanding into Advances of another type in accordance with Section 8.2(b) and, additionally, reimburse such Lender for such increased cost in accordance with Section 8.6(a). (c) If any Lender shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or may change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its lending office) with any request or directive regarding capital adequacy (whether or not having the form of law) of any such authority, central bank or comparable agency (except to the extent such request or directive arises as a result of the individual creditworthiness of such Lender), has the effect of increasing the amount of capital required or expected to be maintained as a result of its Advances hereunder, such Lender shall have the right to give prompt written notice thereof to the Trust with a copy to the Agent, which notice shall show in reasonable detail the calculation of such additional amounts as shall be required to compensate such Lender for the increased cost of such Lender as a result of such increase in capital and shall certify that such costs are generally being charged by such Lender to other similarly situated borrowers under similar credit facilities, which notice shall be conclusive and binding for all purposes, absent manifest error although the failure to give any such notice shall not, unless such notice fails to set forth the information required above, release or diminish any of the Trust=s obligations to pay additional amounts hereunder. (d) Each Lender shall use its best efforts (consistent with its internal policies and legal and regulatory restrictions) to select a jurisdiction for its Funding Office or change the jurisdiction of its Funding Office, as the case may be, so as to avoid the imposition of any increased costs under this Section 8.6 or to eliminate the amount of any such increased cost which may thereafter accrue; provided that no such selection or change of the jurisdiction for its Funding Office shall be made if, in the reasonable judgment of such Lender, such selection or change would be disadvantageous to such Lender.

Increased Costs; Capital Adequacy, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or (ii) the compliance with any guideline or request from any governmental authority, central bank or comparable agency (whether or not having the force of law), there shall be any increase in the cost to any Lender Bank of agreeing to make or making, funding or maintaining LIBOR AdvancesAdvances (other than increased costs described in Section 2.06 or in Section 2.10(c) below), then the Trust applicable Borrower or Borrowers shall from time to time, upon demand by such Lender Bank (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender Bank additional amounts sufficient to compensate such Lender Bank for such increased costcost unless such Bank shall have withdrawn its demand for additional compensation for such increased cost pursuant to Section 2.16(b) or such Borrower is not obligated to pay such amounts pursuant to Section 2.16(a). A certificate in Such Bank shall provide to such Borrower a reasonable detail as to the basis for and the amount explanation of such increased cost, submitted amounts to the Trust and the Agent be paid by such Lender, shall be conclusive and binding for all purposes, absent manifest error. Promptly after any Lender becomes aware of any such introduction, change or proposed compliance, such Lender shall notify the Trust thereof. No Lender shall be permitted to recover increased costs incurred or accrued more than 90 days prior to such notice to the TrustBorrower. (b) If the Trust applicable Borrower so notifies the Administrative Agent within five Business Days after any Lender Bank notifies the Trust such Borrower of any increased cost pursuant to the provisions of Section 8.6(a2.10(a), the Trust such Borrower shall convert Convert all Advances of the type Type affected by such increased cost of all Lenders Banks then outstanding into Advances of another type Type in accordance with Section 8.2(b) 2.08 and, additionally, reimburse such Lender Bank for such increased cost in accordance with Section 8.6(a2.10(a). (c) If any Lender Bank shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or may any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender Bank (or its lending office) with any request or directive regarding capital adequacy (whether or not having the form force of law) of any such authority, central bank or comparable agency (except to the extent such request or directive arises as a result of the individual creditworthiness of such LenderBank), has the effect of increasing the amount of capital required or expected to be maintained as a result of its Advances hereunderCommitment hereunder or the existence of any Letter of Credit, such Lender Bank shall have the right to give prompt written notice and demand for payment thereof to the Trust applicable Borrower with a copy to the Agent, Administrative Agent (which notice and demand shall show in reasonable detail the calculation of such additional amounts as shall be required to compensate such Lender Bank for the increased cost of to such Lender Bank as a result of such increase in capital and shall certify that such costs are generally being charged by such Lender Bank to other similarly situated borrowers under similar credit facilities), which notice shall be conclusive and binding for all purposes, absent manifest error although the failure to give any such notice shall not, unless such notice fails to set forth the information required above, release or diminish any of the Trust=s Borrowers’ obligations to pay additional amounts hereunderpursuant to this Section 2.10(c), and subject to Section 2.16, such Borrower shall pay such additional amounts. (d) Each Lender Bank shall use its best efforts (consistent with its internal policies and legal and regulatory restrictions) to select a jurisdiction for its Funding Applicable Lending Office or change the jurisdiction of its Funding Applicable Lending Office, as the case may be, so as to avoid the imposition of any increased costs under this Section 8.6 2.10 or to eliminate the amount of any such increased cost which may thereafter accrue; provided that no such selection or change of the jurisdiction for its Funding Applicable Lending Office shall be made if, in the reasonable judgment of such LenderBank, such selection or change would be disadvantageous to such LenderBank. (e) No Bank shall be entitled to recover increased costs pursuant to this Section 2.10, (a) incurred or accruing more than 90 days prior to the date on which such Bank sent to the applicable Borrower a written notice and demand for payment as specified in this Section 2.10, or (b) to the extent that such increased costs have resulted from the failure of such Bank to have complied with Section 2.10(d).

Increased Costs; Capital Adequacy, Etc. (a) IfSubject to Section 8.8, if, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof thereof, in each case after the date of this Agreement, or (ii) the compliance with any guideline or request from any governmental authority, central bank or comparable agency (whether or not having the force of law)) in each case made or issued after the date of this Agreement, there shall be any increase in the cost to any Lender Bank of agreeing to make or making, funding or maintaining LIBOR AdvancesEurodollar Advances (other than increased costs described in Section 2.6 or in clause (c) below), then the Trust Borrower shall from time to time, upon demand by such Lender within 20 Business Days following its receipt of the certificate herein referenced (with a copy of such demand certificate from the requesting Bank to the Administrative Agent), pay to the Administrative Agent for the account of such Lender Bank additional amounts sufficient to compensate such Lender Bank for such increased cost. A certificate in reasonable detail as to stating the basis for and the amount of such increased cost, showing in reasonable detail the calculation of such additional amounts as shall be required to compensate it for the increased costs to it as a result of such events and certifying that such costs are generally being charged by it to other similarly situated borrowers under similar credit facilities shall be submitted to the Trust Borrower and the Administrative Agent by such LenderBank, which certificate shall be conclusive and binding for all purposes, absent manifest error. Promptly after any Lender Bank becomes aware of any such introduction, change or proposed compliance, such Lender Bank shall notify the Trust Borrower thereof. No Lender Bank shall be permitted to recover increased costs incurred or accrued pursuant to this Section 2.11(a) more than 90 180 days prior to such notice the date it sends the certificate to the TrustBorrower which is referred to in this Section 2.11(a); provided, however, that if any such introduction, change, interpretation, guideline or request referred to above giving rise to such increased costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. For the purposes of this Section 2.11, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all rules, regulations, orders, requests, guidelines or directives in connection therewith are deemed to have been adopted and gone into effect after the date of this Agreement. (b) If the Trust Borrower so notifies the Administrative Agent within five Business Days after any Lender notifies the Trust of any increased cost pursuant to the provisions of Section 8.6(a)2.11, the Trust Borrower shall convert have the right to Convert all Advances of the type Type affected by such increased cost of all Lenders Banks then outstanding into Advances of another type Type in accordance with Section 8.2(b) 2.8 and, additionally, reimburse such Lender Bank for such increased cost in accordance with Section 8.6(a)2.11. (c) If any Lender Total Facility Bank shall have determined that, after the date hereof, the adoption of any applicable law, rule rule, regulation or regulation treaty regarding capital adequacy, or any change therein, or may any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, in each case after the date hereof, or compliance by any Lender such Total Facility Bank (or its lending office) with any request or directive regarding capital adequacy (whether or not having the form force of law) of any such authority, central bank or comparable agency (except to the extent such request or directive arises as a result of the individual creditworthiness of such LenderTotal Facility Bank, in each case made or issued after the date hereof), has or would have the effect of increasing the amount of capital required or expected to be maintained as a result of its Advances Commitment, Canadian Commitment or Sterling Commitment hereunder, such Lender Total Facility Bank shall have the right to give prompt written notice thereof to the Trust Borrower with a copy to the Administrative Agent, which notice shall show in reasonable detail the calculation of such additional amounts as shall be required to compensate such Lender it for the increased cost of such Lender to it as a result of such increase in capital and shall certify that such costs are generally being charged by such Lender it to other similarly situated borrowers under similar credit facilities, which notice shall be conclusive and binding for all purposes, absent manifest error error, although the failure to give any such notice shall not, unless such notice fails to set forth the information required aboveabove or except as otherwise expressly provided in Section 2.18(a), release or diminish any of the Trust=s Borrower’s obligations to pay additional amounts hereunderpursuant to Section 2.18(a). No Total Facility Bank shall be permitted to recover increased costs incurred or accrued pursuant to this Section 2.11(c) more than 180 days prior to the date it sends the certificate to the Borrower which is referred to in this Section 2.11(c); provided, however, that if any such adoption or change in any applicable law, rule, regulation or treaty, or any request or directive, giving rise to such increased costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. (d) Each Lender Total Facility Bank shall use its best reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to select a jurisdiction for its Funding Applicable Lending Office, Canadian Lending Office or UK Lending Office, as appropriate, or change the jurisdiction of its Funding Applicable Lending Office, Canadian Lending Office or UK Lending Office, as the case may be, so as to avoid the imposition of any increased costs under Section 2.6 or this Section 8.6 2.11 or to eliminate the amount of any such increased cost which may thereafter accrue; provided that no such selection or change of the jurisdiction for its Funding Applicable Lending Office, Canadian Lending Office or UK Lending Office shall be made if, in the reasonable judgment of such LenderTotal Facility Bank, such selection or change would be disadvantageous to such Lenderit.

Increased Costs; Capital Adequacy, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or (ii) the compliance with any guideline or request from any governmental authority, central bank or comparable agency (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining LIBOR Advances, then the Trust Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate in reasonable detail as to the basis for and the amount of such increased cost, submitted to the Trust and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. Promptly after any Lender becomes aware of any such introduction, change or proposed compliance, such Lender shall notify the Trust thereof. No Lender shall be permitted to recover increased costs incurred or accrued more than 90 days prior to such notice to the Trust. (b) If the Trust so notifies the Agent within five Business Days after any Lender notifies the Trust of any increased cost pursuant to the provisions of Section 8.6(a), the Trust shall convert all Advances of the type affected by such increased cost of all Lenders then outstanding into Advances of another type in accordance with Section 8.2(b) and, additionally, reimburse such Lender for such increased cost in accordance with Section 8.6(a). (c) If any Lender shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or may any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its lending office) with any request or directive regarding capital adequacy (whether or not having the form force of law) of any such authority, central bank or comparable agency (except to the extent such request or directive arises as a result of the individual creditworthiness of such Lender)agency, has the effect of increasing the amount of capital required or expected to be maintained as a result of its Advances hereunderCommitment hereunder or the existence of any Letter of Credit, such Lender shall have the right to give prompt written notice and demand for payment thereof to the Trust Borrower with a copy to the Administrative Agent, which notice shall show in reasonable detail the calculation of such additional amounts as shall be required to compensate such Lender for the increased cost of such Lender as a result of such increase in capital and shall certify that such costs are generally being charged by such Lender to other similarly situated borrowers under similar credit facilities, which notice shall be conclusive and binding for all purposes, absent manifest error although the failure to give any such notice shall not, unless such notice fails to set forth the information required above, not release or diminish any of the Trust=s Borrower's obligations to pay additional amounts hereunderpursuant to this Section 2.10(b), and the Borrower shall pay such additional amounts. (dc) Each Lender shall use its best commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to select a jurisdiction for its Funding Applicable Lending Office or change the jurisdiction of its Funding Applicable Lending Office, as the case may be, so as to avoid the imposition of any increased costs under this Section 8.6 2.10 or to eliminate the amount of any such increased cost which may thereafter accrue; provided that no such selection or change of the jurisdiction for its Funding Applicable Lending Office shall be made if, in the reasonable judgment of such Lender, such selection or change would be disadvantageous to such Lender. (d) No Lender shall be entitled to recover increased costs pursuant to this Section 2.10 incurred or accruing more than 90 days prior to the date on which such Lender sent to the Borrower a written notice and demand for payment as specified in this Section 2.10.

Increased Costs; Capital Adequacy, Etc. (a) IfSubject to Section 8.8, if, due to either (i1) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements included in the Adjusted CD Rate Reserve Percentage) in or in the interpretation of any law or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or (ii2) the compliance with any guideline or request from any governmental authority, central bank or comparable agency (whether or not having the force of law), there shall be any increase in the cost to any Lender Bank of agreeing to make or making, funding or maintaining LIBOR AdvancesAdjusted CD Rate Advances or Eurodollar Advances (other than increased costs described in Section 2.6 or in clause (c) below), then the Trust Borrower shall from time to time, upon demand by such Lender Bank (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender Bank additional amounts sufficient to compensate such Lender Bank for such increased cost. A certificate in reasonable detail as to the basis for and the amount of such increased cost, submitted to the Trust Borrower and the Administrative Agent by such LenderBank, shall be conclusive and binding for all purposes, absent manifest error. Promptly after any Lender Bank becomes aware of any such introduction, change or proposed compliance, such Lender Bank shall notify the Trust Borrower thereof. No Lender Bank shall be permitted to recover increased costs incurred or accrued more than 90 days prior to such notice to the TrustBorrower. (b) If the Trust Borrower so notifies the Administrative Agent within five Business Days after any Lender Bank notifies the Trust Borrower of any increased cost pursuant to the provisions of Section 8.6(a2.10(a), the Trust Borrower shall convert Convert all Advances of the type Type affected by such increased cost of all Lenders Banks then outstanding into Advances of another type Type in accordance with Section 8.2(b) 2.8 and, additionally, reimburse such Lender Bank for such increased cost in accordance with Section 8.6(a2.10(a). (c) If any Lender Bank shall have determined that, after the date hereof, the adoption of any applicable law, rule rule, regulation or regulation treaty regarding capital adequacy, or any change therein, or may any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender Bank (or its lending office) with any request or directive regarding capital adequacy (whether or not having the form force of law) of any such authority, central bank or comparable agency (except to the extent such request or directive arises as a result of the individual creditworthiness of such LenderBank), has or would have the effect of increasing the amount of capital required or expected to be maintained as a result of its Advances Commitment hereunder, such Lender Bank shall have the right to give prompt written notice thereof to the Trust Borrower with a copy to the Administrative Agent, which notice shall show in reasonable detail the calculation of such additional amounts as shall be required to compensate such Lender Bank for the increased cost of to such Lender Bank as a result of such increase in capital and shall certify that such costs are generally being charged by such Lender Bank to other similarly situated borrowers under similar credit facilities, which notice shall be conclusive and binding for all purposes, absent manifest error error, although the failure to give any such notice shall not, unless such notice fails to set forth the information required aboveabove or except as otherwise expressly provided in Section 2.10(d), release or diminish any of the Trust=s Borrower's obligations to pay additional amounts hereunderpursuant to Section 2.10(d). (d) Each Lender shall use its best efforts (consistent Bank agrees that, upon giving notice specified in Section 2.10(c), at the request of the Borrower, it will promptly enter into good faith negotiations with its internal policies and legal and regulatory restrictions) the Borrower with respect to select a jurisdiction the method of reimbursement for its Funding Office or change the jurisdiction additional costs specified in such notice. No later than 15 days after the date of its Funding Office, as the case may be, so as to avoid the imposition of any increased costs under this Section 8.6 or to eliminate the amount giving of any such increased cost which may thereafter accruenotice, and assuming the Bank giving same has made itself available for the aforesaid good faith negotiations, the Borrower shall have the option, to be exercised in writing, to (1) subject to Section 8.8, compensate such Bank for the specified additional costs on the basis, if any, negotiated between such Bank and the Borrower or (2) terminate such Bank as a Bank to the extent, and on the terms and conditions, specified in Section 2.10(e); provided that no if the Borrower fails to so exercise such selection option, it shall be deemed to have agreed to reimburse such Bank from time to time on demand the additional costs specified in the Bank's notice delivered pursuant to Section 2.10(c). Notwithstanding the foregoing, the Borrower shall not be obligated to reimburse any Bank pursuant to this Section 2.10(d) or change Section 2.10(e) or Section 2.18 for any additional costs under Section 2.10(c) incurred or accruing more than 90 days prior to the date on which such Bank gave the written notice specified in Section 2.10(c). (e) In the event that the Borrower has given notice to a Bank pursuant to Section 2.10(d) that it elects to terminate such Bank as a Bank (a copy of which notice shall be sent to the Administrative Agent), such termination shall become effective 15 days thereafter unless such Bank withdraws its request for additional compensation. On the date of the jurisdiction for its Funding Office termination of any Bank as a Bank pursuant to this Section 2.10(e), (x) the Borrower shall be made if, in deliver notice of the reasonable judgment effectiveness of such Lender, such selection or change would be disadvantageous termination to such Lender.Bank and to the Administrative Agent, (y) the Borrower shall pay all amounts owed by the Borrower to such Bank under this Agreement or under each Note payable to such Bank (including principal of and interest on each Advance owed

Increased Costs; Capital Adequacy, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or (ii) the compliance with any guideline or request from any governmental authority, central bank or comparable agency (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining LIBOR AdvancesAdvances made to any Borrower, then the Trust such Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate in reasonable detail as to the basis for and the amount of such increased cost, submitted to the Trust and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. Promptly after any Lender becomes aware of any such introduction, change or proposed compliance, such Lender shall notify the Trust thereof. No Lender shall be permitted to recover increased costs incurred or accrued more than 90 days prior to such notice to the Trust. (b) If the Trust so notifies the Agent within five Business Days after any Lender notifies the Trust of any increased cost pursuant to the provisions of Section 8.6(a), the Trust shall convert all Advances of the type affected by such increased cost of all Lenders then outstanding into Advances of another type in accordance with Section 8.2(b) and, additionally, reimburse such Lender for such increased cost in accordance with Section 8.6(a). (c) If any Lender shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or may any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its lending office) with any request or directive regarding capital adequacy (whether or not having the form force of law) of any such authority, central bank or comparable agency (except to the extent such request or directive arises as a result of the individual creditworthiness of such Lender)agency, has the effect of increasing the amount of capital required or expected to be maintained as a result of its Advances hereunderCommitment hereunder or the existence of any Letter of Credit, such Lender shall have the right to give prompt written notice and demand for payment thereof to the Trust Pride with a copy to the Administrative Agent, which notice shall show in reasonable detail the calculation of such additional amounts as shall be required to compensate such Lender for the increased cost of such Lender as a result of such increase in capital and shall certify that such costs are generally being charged by such Lender to other similarly situated borrowers under similar credit facilities, which notice shall be conclusive and binding for all purposes, absent manifest error although the failure to give any such notice shall not, unless such notice fails to set forth the information required above, not release or diminish any of the Trust=s Pride’s obligations to pay additional amounts hereunder.pursuant to this Section 2.10(b), and Pride shall pay such additional amounts; provided, however, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, guidelines or directives in connection therewith are deemed to have gone into effect and adopted after the date of this Agreement (dc) Each Lender shall use its best commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to select a jurisdiction for its Funding Applicable Lending Office or change the jurisdiction of its Funding Applicable Lending Office, as the case may be, so as to avoid the imposition of any increased costs under this Section 8.6 2.10 or to eliminate the amount of any such increased cost which may thereafter accrue; provided that no such selection or change of the jurisdiction for its Funding Applicable Lending Office shall be made if, in the reasonable judgment of such Lender, such selection or change would be disadvantageous to such Lender. (d) No Lender shall be entitled to recover increased costs pursuant to this Section 2.10 incurred or accruing more than 90 days prior to the date on which such Lender sent to Pride written notice and demand for payment as specified in this Section 2.10. (e) Without prejudice to the survival of any other agreement hereunder, the agreements and obligations of the Borrowers contained in this Section 2.10 shall survive the payment in full of all Obligations.

Increased Costs; Capital Adequacy, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or (ii) the compliance with any guideline or request from any governmental authority, central bank or comparable agency (whether or not having the force of law), there shall be any increase in the cost to any Lender Bank of agreeing to make or making, funding or maintaining LIBOR Advances (or of maintaining LIBOR Advancesits obligation to make any such Advance), or any reduction in amount of any sum received or receivable by such Bank hereunder (whether of principal, interest, or any other amount) (other than increased costs described in Section 2.06 or in Section 2.10(c) below), then the Trust applicable Borrower or Borrowers shall from time to time, upon demand by such Lender Bank (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender Bank additional amounts sufficient to compensate such Lender Bank for such increased costcost unless such Bank shall have withdrawn its demand for additional compensation for such increased cost pursuant to Section 2.16(b) or such Borrower is not obligated to pay such amounts pursuant to Section 2.16(a). A certificate in Such Bank shall provide to such Borrower a reasonable detail as to the basis for and the amount explanation of such increased cost, submitted amounts to the Trust and the Agent be paid by such Lender, shall be conclusive and binding for all purposes, absent manifest error. Promptly after any Lender becomes aware of any such introduction, change or proposed compliance, such Lender shall notify the Trust thereof. No Lender shall be permitted to recover increased costs incurred or accrued more than 90 days prior to such notice to the TrustBorrower. (b) If the Trust applicable Borrower so notifies the Administrative Agent within five Business Days after any Lender Bank notifies the Trust such Borrower of any increased cost pursuant to the provisions of Section 8.6(a2.10(a), the Trust such Borrower shall convert Convert all Advances of the type Type affected by such increased cost of all Lenders Banks then outstanding into Advances of another type Type in accordance with Section 8.2(b2.08 (provided that the proviso to first sentence of Section 2.08(a) shall not apply to any such Conversion) and, additionally, reimburse such Lender Bank for such increased cost in accordance with Section 8.6(a2.10(a). (c) If any Lender Bank shall have determined that, after the date hereofEffective Date, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or may any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender Bank (or its lending office) with any request or directive regarding capital adequacy (whether or not having the form force of law) of any such authority, central bank or comparable agency (except to the extent such request or directive arises as a result of the individual creditworthiness of such LenderBank), has the effect of increasing the amount of capital required or expected to be maintained as a result of its Advances Commitment hereunder, such Lender Bank shall have the right to give prompt written notice and demand for payment thereof to the Trust Parent with a copy to the Agent, Administrative Agent (which notice and demand shall show in reasonable detail the calculation of such additional amounts as shall be required to compensate such Lender Bank for the increased cost of to such Lender Bank or such Bank's holding company as a result of such increase in capital and shall certify that such costs are generally being charged by such Lender to other similarly situated borrowers under similar credit facilitiescapital), which notice shall be conclusive and binding for all purposes, absent manifest error although the failure to give any such notice shall not, unless such notice fails to set forth the information required above, release or diminish any of the Trust=s Borrowers' obligations to pay additional amounts hereunderpursuant to this Section 2.10(c), and subject to Section 2.16, such Borrower shall pay such additional amounts. Notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to have been introduced and enacted after the Effective Date, regardless of the actual date of introduction, adoption or issuance. (d) Each Lender Bank shall use its best commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to select a jurisdiction for its Funding Applicable Lending Office or change the jurisdiction of its Funding Applicable Lending Office, as the case may be, so as to avoid the imposition of any increased costs under this Section 8.6 2.10 or to eliminate the amount of any such increased cost which may thereafter accrue; provided that no such selection or change of the jurisdiction for its Funding Applicable Lending Office shall be made if, in the reasonable judgment of such LenderBank, such selection or change would be disadvantageous to such LenderBank. (e) No Bank shall be entitled to recover increased costs pursuant to this Section 2.10, (a) incurred or accruing more than 90 days prior to the date on which such Bank sent to the applicable Borrower a written notice and demand for payment as specified in this Section 2.10, or (b) to the extent that such increased costs have resulted from the failure of such Bank to have complied with Section 2.10(d).

Increased Costs; Capital Adequacy, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or (ii) the compliance with any guideline or request from any governmental authority, central bank or comparable agency (whether or not having the force of law), there shall be any increase in the cost to any Lender Bank of agreeing to make or making, funding or maintaining LIBOR AdvancesAdvances (other than increased costs described in Section 2.06 or in Section 2.10(c) below), then the Trust Borrower shall from time to time, upon demand by such Lender Bank (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender Bank additional amounts sufficient to compensate such Lender Bank for such increased costcost unless such Bank shall have withdrawn its demand for additional compensation for such increased cost pursuant to Section 2.16(b) or the Borrower is not obligated to pay such amounts pursuant to Section 2.16(a). A certificate in Such Bank shall provide to Borrower a reasonable detail as to the basis for and the amount explanation of such increased cost, submitted amounts to the Trust and the Agent be paid by such Lender, shall be conclusive and binding for all purposes, absent manifest error. Promptly after any Lender becomes aware of any such introduction, change or proposed compliance, such Lender shall notify the Trust thereof. No Lender shall be permitted to recover increased costs incurred or accrued more than 90 days prior to such notice to the TrustBorrower. (b) If the Trust Borrower so notifies the Administrative Agent within five Business Days after any Lender Bank notifies the Trust Borrower of any increased cost pursuant to the provisions of Section 8.6(a2.10(a), the Trust Borrower shall convert Convert all Advances of the type Type affected by such increased cost of all Lenders Banks then outstanding into Advances of another type Type in accordance with Section 8.2(b) 2.08 and, additionally, reimburse such Lender Bank for such increased cost in accordance with Section 8.6(a2.10(a). (c) If any Lender Bank shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or may any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender Bank (or its lending office) with any request or directive regarding capital adequacy (whether or not having the form force of law) of any such authority, central bank or comparable agency (except to the extent such request or directive arises as a result of the individual creditworthiness of such LenderBank), has the effect of increasing the amount of capital required or expected to be maintained as a result of its Advances hereunderCommitment hereunder or the existence of any Letter of Credit, such Lender Bank shall have the right to give prompt written notice and demand for payment thereof to the Trust Borrower with a copy to the Agent, Administrative Agent (which notice and demand shall show in reasonable detail the calculation of such additional amounts as shall be required to compensate such Lender Bank for the increased cost of to such Lender Bank as a result of such increase in capital and shall certify that such costs are generally being charged by such Lender Bank to other similarly situated borrowers under similar credit facilities), which notice shall be conclusive and binding for all purposes, absent manifest error although the failure to give any such notice shall not, unless such notice fails to set forth the information required above, release or diminish any of the Trust=s Borrower's obligations to pay additional amounts hereunderpursuant to this Section 2.10(c), and subject to Section 2.16, the Borrower shall pay such additional amounts. (d) Each Lender Bank shall use its best efforts (consistent with its internal policies and legal and regulatory restrictions) to select a jurisdiction for its Funding Applicable Lending Office or change the jurisdiction of its Funding Applicable Lending Office, as the case may be, so as to avoid the imposition of any increased costs under this Section 8.6 2.10 or to eliminate the amount of any such increased cost which may thereafter accrue; provided that no such selection or change of the jurisdiction for its Funding Applicable Lending Office shall be made if, in the reasonable judgment of such LenderBank, such selection or change would be disadvantageous to such LenderBank. (e) No Bank shall be entitled to recover increased costs pursuant to this Section 2.10, (a) incurred or accruing more than 90 days prior to the date on which such Bank sent to the Borrower a written notice and demand for payment as specified in this Section 2.10, or (b) to the extent that such increased costs have resulted from the failure of such Bank to have complied with Section 2.10(d). SECTION 2.11.

Increased Costs; Capital Adequacy, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or (ii) the compliance with any guideline or request from any governmental authority, central bank or comparable agency (whether or not having the force of law), there shall be any increase in the cost to any Lender Bank of agreeing to make or making, funding or maintaining LIBOR Advances (or of maintaining LIBOR Advancesits obligation to make any such Advance), any increase in the cost to any Bank of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or issue any such Letter of Credit), or any reduction in amount of any sum received or receivable by such Bank hereunder (whether of principal, interest, or any other amount) (other than increased costs described in Section 2.06 or in Section 2.10(c) below), then the Trust applicable Borrower or Borrowers shall from time to time, upon demand by such Lender Bank (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender Bank additional amounts sufficient to compensate such Lender Bank for such increased costcost unless such Bank shall have withdrawn its demand for additional compensation for such increased cost pursuant to Section 2.16(b) or such Borrower is not obligated to pay such amounts pursuant to Section 2.16(a). A certificate in Such Bank shall provide to such Borrower a reasonable detail as to the basis for and the amount explanation of such increased cost, submitted amounts to the Trust and the Agent be paid by such Lender, shall be conclusive and binding for all purposes, absent manifest error. Promptly after any Lender becomes aware of any such introduction, change or proposed compliance, such Lender shall notify the Trust thereof. No Lender shall be permitted to recover increased costs incurred or accrued more than 90 days prior to such notice to the TrustBorrower. (b) If the Trust applicable Borrower so notifies the Administrative Agent within five Business Days after any Lender Bank notifies the Trust such Borrower of any increased cost pursuant to the provisions of Section 8.6(a2.10(a), the Trust such Borrower shall convert Convert all Advances of the type Type affected by such increased cost of all Lenders Banks then outstanding into Advances of another type Type in accordance with Section 8.2(b2.08 (provided that the proviso to first sentence of Section 2.08(a) shall not apply to any such Conversion) and, additionally, reimburse such Lender Bank for such increased cost in accordance with Section 8.6(a2.10(a). (c) If any Lender Bank shall have determined that, after the date hereofEffective Date, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or may any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender Bank (or its lending office) with any request or directive regarding capital adequacy (whether or not having the form force of law) of any such authority, central bank or comparable agency (except to the extent such request or directive arises as a result of the individual creditworthiness of such LenderBank), has the effect of increasing the amount of capital required or expected to be maintained as a result of its Advances hereunderCommitment hereunder or the existence of any Letter of Credit, such Lender Bank shall have the right to give prompt written notice and demand for payment thereof to the Trust Parent with a copy to the Agent, Administrative Agent (which notice and demand shall show in reasonable detail the calculation of such additional amounts as shall be required to compensate such Lender Bank for the increased cost of to such Lender Bank or such Bank's holding company as a result of such increase in capital and shall certify that such costs are generally being charged by such Lender to other similarly situated borrowers under similar credit facilitiescapital), which notice shall be conclusive and binding for all purposes, absent manifest error although the failure to give any such notice shall not, unless such notice fails to set forth the information required above, release or diminish any of the Trust=s Borrowers' obligations to pay additional amounts hereunderpursuant to this Section 2.10(c), and subject to Section 2.16, such Borrower shall pay such additional amounts. Notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to have been introduced and enacted after the Effective Date, regardless of the actual date of introduction, adoption or issuance. (d) Each Lender Bank shall use its best commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to select a jurisdiction for its Funding Applicable Lending Office or change the jurisdiction of its Funding Applicable Lending Office, as the case may be, so as to avoid the imposition of any increased costs under this Section 8.6 2.10 or to eliminate the amount of any such increased cost which may thereafter accrue; provided that no such selection or change of the jurisdiction for its Funding Applicable Lending Office shall be made if, in the reasonable judgment of such LenderBank, such selection or change would be disadvantageous to such LenderBank. (e) No Bank shall be entitled to recover increased costs pursuant to this Section 2.10, (a) incurred or accruing more than 90 days prior to the date on which such Bank sent to the applicable Borrower a written notice and demand for payment as specified in this Section 2.10, or (b) to the extent that such increased costs have resulted from the failure of such Bank to have complied with Section 2.10(d).

Increased Costs; Capital Adequacy, Etc. (a) IfSubject to Section 8.8, if, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof thereof, in each case after the date of this Agreement, or (ii) the compliance with any guideline or request from any governmental authority, central bank or comparable agency (whether or not having the force of law)) in each case made or issued after the date of this Agreement, there shall be any increase in the cost to any Lender Bank of agreeing to make or making, funding or maintaining LIBOR AdvancesEurodollar Advances (other than increased costs described in Section 2.6 or in clause (c) below), then the Trust Borrower shall from time to time, upon demand by such Lender within 20 Business Days following its receipt of the certificate herein referenced (with a copy of such demand certificate from the requesting Bank to the Administrative Agent), pay to the Administrative Agent for the account of such Lender Bank additional amounts sufficient to compensate such Lender Bank for such increased cost. A certificate in reasonable detail as to stating the basis for and the amount of such increased cost, showing in reasonable detail the calculation of such additional amounts as shall be required to compensate it for the increased costs to it as a result of such events and certifying that such costs are generally being charged by it to other similarly situated borrowers under similar credit facilities shall be submitted to the Trust Borrower and the Administrative Agent by such LenderBank, which certificate shall be conclusive and binding for all purposes, absent manifest error. Promptly after any Lender Bank becomes aware of any such introduction, change or proposed compliance, such Lender Bank shall notify the Trust Borrower thereof. No Lender Bank shall be permitted to recover increased costs incurred or accrued pursuant to this Section 2.11(a) more than 90 180 days prior to such notice the date it sends the certificate to the TrustBorrower which is referred to in this Section 2.11(a); provided, however, that if any such introduction, change, interpretation, guideline or request referred to above giving rise to such increased costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. For the purposes of this Section 2.11, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, Basel III and all rules, regulations, orders, requests, guidelines or directives promulgated by the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities in connection therewith are deemed to have been adopted and gone into effect after the date of this Agreement. (b) If the Trust Borrower so notifies the Administrative Agent within five Business Days after any Lender notifies the Trust of any increased cost pursuant to the provisions of Section 8.6(a2.11(a), the Trust Borrower shall convert have the right to Convert all Advances of the type Type affected by such increased cost of all Lenders Banks then outstanding into Advances of another type Type in accordance with Section 8.2(b) 2.8 and, additionally, reimburse such Lender Bank for such increased cost in accordance with Section 8.6(a2.11(a). (c) If any Lender Total Facility Bank shall have determined that, after the date hereof, the adoption of any applicable law, rule rule, regulation or regulation treaty regarding capital adequacy, or any change therein, or may any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, in each case after the date hereof, or compliance by any Lender such Total Facility Bank (or its lending office) with any request or directive regarding capital adequacy (whether or not having the form force of law) of any such authority, central bank or comparable agency (except to the extent such request or directive arises as a result of the individual creditworthiness of such LenderTotal Facility Bank, in each case made or issued after the date hereof), has or would have the effect of increasing the amount of capital required or expected to be maintained as a result of its Advances Commitment, Canadian Commitment or Sterling Commitment hereunder, such Lender Total Facility Bank shall have the right to give prompt written notice thereof to the Trust Borrower with a copy to the Administrative Agent, which notice shall show in reasonable detail the calculation of such additional amounts as shall be required to compensate such Lender it for the increased cost of such Lender to it as a result of such increase in capital and shall certify that such costs are generally being charged by such Lender it to other similarly situated borrowers under similar credit facilities, which notice shall be conclusive and binding for all purposes, absent manifest error error, although the failure to give any such notice shall not, unless such notice fails to set forth the information required aboveabove or except as otherwise expressly provided in Section 2.18(a), release or diminish any of the Trust=s Borrower’s obligations to pay additional amounts hereunderpursuant to Section 2.18(a). No Total Facility Bank shall be permitted to recover increased costs incurred or accrued pursuant to this Section 2.11(c) more than 180 days prior to the date it sends the certificate to the Borrower which is referred to in this Section 2.11(c); provided, however, that if any such adoption or change in any applicable law, rule, regulation or treaty, or any request or directive, giving rise to such increased costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. (d) Each Lender Total Facility Bank shall use its best reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to select a jurisdiction for its Funding Applicable Lending Office, Canadian Lending Office or UK Lending Office, as appropriate, or change the jurisdiction of its Funding Applicable Lending Office, Canadian Lending Office or UK Lending Office, as the case may be, so as to avoid the imposition of any increased costs under Section 2.6 or this Section 8.6 2.11 or to eliminate the amount of any such increased cost which may thereafter accrue; provided that no such selection or change of the jurisdiction for its Funding Applicable Lending Office, Canadian Lending Office or UK Lending Office shall be made if, in the reasonable judgment of such LenderTotal Facility Bank, such selection or change would be disadvantageous to such Lenderit.

Increased Costs; Capital Adequacy, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or (ii) the compliance with any guideline or request from any governmental authority, central bank or comparable agency (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining LIBOR Advances, then the Trust Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate in reasonable detail as to the basis for and the amount of such increased cost, submitted to the Trust and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. Promptly after any Lender becomes aware of any such introduction, change or proposed compliance, such Lender shall notify the Trust thereof. No Lender shall be permitted to recover increased costs incurred or accrued more than 90 days prior to such notice to the Trust. (b) If the Trust so notifies the Agent within five Business Days after any Lender notifies the Trust of any increased cost pursuant to the provisions of Section 8.6(a), the Trust shall convert all Advances of the type affected by such increased cost of all Lenders then outstanding into Advances of another type in accordance with Section 8.2(b) and, additionally, reimburse such Lender for such increased cost in accordance with Section 8.6(a). (c) If any Lender shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or may any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its lending office) with any request or directive regarding capital adequacy (whether or not having the form force of law) of any such authority, central bank or comparable agency (except to the extent such request or directive arises as a result of the individual creditworthiness of such Lender)agency, has the effect of increasing the amount of capital required or expected to be maintained as a result of its Advances hereunderCommitment hereunder or the existence of any Letter of Credit, such Lender shall have the right to give prompt written notice and demand for payment thereof to the Trust Borrower with a copy to the Administrative Agent, which notice shall show in reasonable detail the calculation of such additional amounts as shall be required to compensate such Lender for the increased cost of such Lender as a result of such increase in capital and shall certify that such costs are generally being charged by such Lender to other similarly situated borrowers under similar credit facilities, which notice shall be conclusive and binding for all purposes, absent manifest error although the failure to give any such notice shall not, unless such notice fails to set forth the information required above, not release or diminish any of the Trust=s Borrower’s obligations to pay additional amounts hereunderpursuant to this Section 2.10(b), and the Borrower shall pay such additional amounts. (dc) Each Lender shall use its best commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to select a jurisdiction for its Funding Applicable Lending Office or change the jurisdiction of its Funding Applicable Lending Office, as the case may be, so as to avoid the imposition of any increased costs under this Section 8.6 2.10 or to eliminate the amount of any such increased cost which may thereafter accrue; provided that no such selection or change of the jurisdiction for its Funding Applicable Lending Office shall be made if, in the reasonable judgment of such Lender, such selection or change would be disadvantageous to such Lender. (d) No Lender shall be entitled to recover increased costs pursuant to this Section 2.10 incurred or accruing more than 90 days prior to the date on which such Lender sent to the Borrower a written notice and demand for payment as specified in this Section 2.10. (e) Without prejudice to the survival of any other agreement hereunder, the agreements and obligations of the Borrower contained in this Section 2.10 shall survive the payment in full of all Obligations.

Increased Costs; Capital Adequacy, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or (ii) the compliance with any guideline or request from any governmental authority, central bank or comparable agency (whether or not having the force of law), there shall be any increase in the cost to any Lender Bank of agreeing to make or making, funding or maintaining LIBOR AdvancesAdvances (other than increased costs described in Section 2.06 or in clause (c) below), then the Trust Borrower shall from time to time, upon demand by such Lender Bank (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender Bank additional amounts sufficient to compensate such Lender Bank for such increased cost. A certificate in reasonable detail as to the basis for and the amount of such increased cost, submitted to the Trust Borrower and the Administrative Agent by such LenderBank, shall be conclusive and binding for all purposes, absent manifest error. Promptly after any Lender Bank becomes aware of any such introduction, change or proposed compliance, such Lender Bank shall notify the Trust Borrower thereof. No Lender Bank shall be permitted to recover increased costs incurred or accrued more than 90 days prior to such notice to the TrustBorrower. (b) If the Trust Borrower so notifies the Administrative Agent within five Business Days after any Lender Bank notifies the Trust Borrower of any increased cost pursuant to the provisions of Section 8.6(a2.10(a), the Trust Borrower shall convert Convert all Advances of the type Type affected by such increased cost of all Lenders Banks then outstanding into Advances of another type Type in accordance with Section 8.2(b) 2.08 and, additionally, reimburse such Lender Bank for such increased cost in accordance with Section 8.6(a2.10(a). (c) If any Lender Bank shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or may any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender Bank (or its lending office) with any request or directive regarding capital adequacy (whether or not having the form force of law) of any such authority, central bank or comparable agency (except to the extent such request or directive arises as a result of the individual creditworthiness of such LenderBank), has the effect of increasing the amount of capital required or expected to be maintained as a result of its Commitment or its making or maintaining any Advances hereunder, such Lender Bank shall have the right to give prompt written notice thereof to the Trust Borrower with a copy to the Administrative Agent, which notice shall show in reasonable detail the calculation of such additional amounts as shall be required to compensate such Lender Bank for the increased cost of to such Lender Bank as a result of such increase in capital and shall certify that such costs are generally being charged by such Lender Bank to other similarly situated borrowers under similar credit facilities, which notice shall be conclusive and binding for all purposes, absent manifest error error, although the failure to give any such notice shall not, unless such notice fails to set forth the information required aboveabove or except as otherwise expressly provided in Section 2.10(d), release or diminish any of the Trust=s Borrower's obligations to pay additional amounts hereunderpursuant to Section 2.10(d). (d) Each Lender Bank agrees that, upon giving notice specified in Section 2.10(c), at the request of the Borrower, it will promptly enter into good faith negotiations with the Borrower with respect to the method of reimbursement for the additional costs specified in such notice. No later than 15 days after the date of the giving of any such notice, and assuming the Bank giving same has made itself available for the aforesaid good faith negotiations, the Borrower shall have the option, to be exercised in writing, to (i) compensate such Bank for the specified additional costs on the basis, if any, negotiated between such Bank and the Borrower or (ii) terminate such Bank's Commitment to the extent, and on the terms and conditions, specified in Section 2.10(e). In addition, no later than 15 days after the date of the giving of any notice specified in Section 2.10(a), the Borrower shall have the option, to be exercised in writing, to (i) compensate such Bank for the additional costs as specified in such notice, or (ii) terminate such Bank's Commitment to the extent, and on the terms and conditions, specified in Section 2.10(e). If the Borrower fails in any such case to so exercise such option, it shall be deemed to have agreed to reimburse such Bank from time to time on demand the additional costs specified in the Bank's notice delivered pursuant to Section 2.10(a) or 2.10(c). Notwithstanding the foregoing, the Borrower shall not be obligated to reimburse any Bank pursuant to this Section 2.10(d) or Section 2.10(e) or Section 2.16 for any additional costs under Section 2.10(c) incurred or accruing more than 90 days prior to the date on which such Bank gave the written notice specified in Section 2.10(c). (e) In the event that the Borrower has given notice to a Bank pursuant to Section 2.10(d) that it elects to terminate such Bank's Commitment (a copy of which notice shall be sent to the Administrative Agent), such termination shall become effective 15 days thereafter unless such Bank withdraws its request for additional compensation. On the date of the termination of the Commitment of any Bank pursuant to this Section 2.10(e), (x) the Borrower shall deliver notice of the effectiveness of such termination to such Bank and to the Administrative Agent, (y) the Borrower shall pay all amounts owed by the Borrower to such Bank under this Agreement or under the Note payable to such Bank (including principal of and interest on the Advances owed to such Bank, accrued facility and utilization fees and amounts specified in such Bank's notice delivered pursuant to Sections 2.10(a) or 2.10(c) with respect to the period prior to such termination) and (z) upon the occurrence of the events set forth in (x) and (y), such Bank shall cease to be a "Bank" hereunder for all purposes except for rights under Sections 2.06, 2.10, 2.13 and 8.04 arising out of events and occurrences before or concurrently with its ceasing to be a "Bank" hereunder. The Borrower may elect to terminate a Bank's Commitment pursuant to Section 2.10(d) only if at such time: (i) no Event of Default is then in existence or would be in existence but for the requirement that notice be given or time elapse or both; (ii) the Borrower has elected, or is then electing, to terminate the Commitments of all Banks which have made similar requests for increased compensation under this Section 2.10, which requests have not been withdrawn, provided, that requests may be determined by the Borrower to be dissimilar based on the negotiation of materially dissimilar rates of compensation under clause (i) of Section 2.10(d); and (f) Each Bank shall use its best efforts (consistent with its internal policies and legal and regulatory restrictions) to select a jurisdiction for its Funding Applicable Lending Office or change the jurisdiction of its Funding Applicable Lending Office, as the case may be, so as to avoid the imposition of any increased costs under this Section 8.6 2.10 or to eliminate the amount of any such increased cost which may thereafter accrue; provided that no such selection or change of the jurisdiction for its Funding Applicable Lending Office shall be made if, in the reasonable judgment of such LenderBank, such selection or change would be disadvantageous to such LenderBank.

Increased Costs; Capital Adequacy, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or (ii) the compliance with any guideline or request from any governmental authority, central bank or comparable agency (whether or not having the force of law), there shall be any increase in the cost to any Lender Bank of agreeing to make or making, funding or maintaining LIBOR AdvancesAdvances (other than increased costs described in Section 2.06 or in Section 2.10(c) below), then the Trust applicable Borrower or Borrowers shall from time to time, upon demand by such Lender Bank (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender Bank additional amounts sufficient to compensate such Lender Bank for such increased costcost unless such Bank shall have withdrawn its demand for additional compensation for such increased cost pursuant to Section 2.16(b) or such Borrower is not obligated to pay such amounts pursuant to Section 2.16(a). A certificate in Such Bank shall provide to such Borrower a reasonable detail as to the basis for and the amount explanation of such increased cost, submitted amounts to the Trust and the Agent be paid by such Lender, shall be conclusive and binding for all purposes, absent manifest error. Promptly after any Lender becomes aware of any such introduction, change or proposed compliance, such Lender shall notify the Trust thereof. No Lender shall be permitted to recover increased costs incurred or accrued more than 90 days prior to such notice to the TrustBorrower. (b) If the Trust applicable Borrower so notifies the Administrative Agent within five Business Days after any Lender Bank notifies the Trust such Borrower of any increased cost pursuant to the provisions of Section 8.6(a2.10(a), the Trust such Borrower shall convert Convert all Advances of the type Type affected by such increased cost of all Lenders Banks then outstanding into Advances of another type Type in accordance with Section 8.2(b) 2.08 and, additionally, reimburse such Lender Bank for such increased cost in accordance with Section 8.6(a2.10(a). (c) If any Lender Bank shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or may any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender Bank (or its lending office) with any request or directive regarding capital adequacy (whether or not having the form force of law) of any such authority, central bank or comparable agency (except to the extent such request or directive arises as a result of the individual creditworthiness of such LenderBank), has the effect of increasing the amount of capital required or expected to be maintained as a result of its Advances hereunderCommitment hereunder or the existence of any Letter of Credit, such Lender Bank shall have the right to give prompt written notice and demand for payment thereof to the Trust applicable Borrower with a copy to the Agent, Administrative Agent (which notice and demand shall show in reasonable detail the calculation of such additional amounts as shall be required to compensate such Lender Bank for the increased cost of to such Lender Bank as a result of such increase in capital and shall certify that such costs are generally being charged by such Lender Bank to other similarly situated borrowers under similar credit facilities), which notice shall be conclusive and binding for all purposes, absent manifest error although the failure to give any such notice shall not, unless such notice fails to set forth the information required above, release or diminish any of the Trust=s Borrowers' obligations to pay additional amounts hereunder.pursuant to this Section 2.10(c), and subject to Section 2.16, such Borrower shall pay such additional amounts. -25- (d) Each Lender Bank shall use its best efforts (consistent with its internal policies and legal and regulatory restrictions) to select a jurisdiction for its Funding Applicable Lending Office or change the jurisdiction of its Funding Applicable Lending Office, as the case may be, so as to avoid the imposition of any increased costs under this Section 8.6 2.10 or to eliminate the amount of any such increased cost which may thereafter accrue; provided that no such selection or change of the jurisdiction for its Funding Applicable Lending Office shall be made if, in the reasonable judgment of such LenderBank, such selection or change would be disadvantageous to such LenderBank. (e) No Bank shall be entitled to recover increased costs pursuant to this Section 2.10, (a) incurred or accruing more than 90 days prior to the date on which such Bank sent to the applicable Borrower a written notice and demand for payment as specified in this Section 2.10, or (b) to the extent that such increased costs have resulted from the failure of such Bank to have complied with Section 2.10(d). SECTION 2.11.