Common use of Increased Costs Capital Adequacy Clause in Contracts

Increased Costs Capital Adequacy. (i) If the adoption, effectiveness or phase-in, after the date hereof, of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (A) shall subject the Bank to any Imposition or other charge with respect to any Fixed Rate Loan, the Term Note or the Bank's agreement to make Fixed Rate Loans, or shall change the basis of taxation of payments to the Bank of the principal of or interest on any Fixed Rate Loan or any other amounts due under this letter agreement in respect of the Fixed Rate Loans or the Bank's agreement to make Fixed Rate Loans (except for changes in the rate of tax on the over-all net income of the Bank); or (B) shall impose, modify or deem applicable any reserve, special deposit, deposit insurance or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding, with respect to any LIBOR Loan, any such requirement already included in the applicable Reserve Rate) against assets of, deposits with or for the account of, or credit extended by, the Bank or shall impose on the Bank or on the London interbank market any other condition affecting any Fixed Rate Loans, the Term Note or the Bank's agreement to make Fixed Rate Loans and the result of any of the foregoing is to increase the cost to the Bank of making or maintaining any Fixed Rate Loan or to reduce the amount of any sum received or receivable by the Bank under this letter agreement or under the Term Note with respect to any Fixed Rate Loan by an amount deemed by the Bank to be material, then, upon demand by the Bank and receipt of a Bank Certificate from the Bank with respect thereto, the Borrower shall pay to the Bank such additional amount or amounts as the Bank certifies to be necessary to compensate the Bank for such increased cost or reduction in amount received or receivable. (ii) If the Bank shall have determined that the adoption, effectiveness or phase-in after the date hereof of any applicable law, rule or regulation regarding capital requirements for banks or bank holding companies, or any change therein after the date hereof, or any change after the date hereof 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 the Bank with any request or directive of such entity regarding capital adequacy (whether or not having the force of law) has or would have the effect of reducing the return on the Bank's capital with respect to its agreement hereunder to make Term Loans or with respect to any Term Loan (whether or not then subject to any Eurodollar Interest Rate or COF Interest Rate) to a level below that which the Bank could have achieved (taking into consideration the Bank's policies with (A) the Bank shall promptly after its determination of such occurrence give notice thereof to the Borrower; and (B) the Borrower shall either (1) within 60 days after receipt of such notice repay all Term Loans then outstanding, together with the interest accrued thereon to the date of payment and such amounts as may be required to be paid under ss. 1.7, and terminate the facility for Term Loans described in this letter agreement or (2) pay to the Bank as an additional fee from time to time on demand such amount as the Bank certifies to be the amount that will compensate it for such reduction. (iii) A Bank Certificate of the Bank claiming compensation under this ss. 1.8 shall be conclusive in the absence of manifest error Such certificate shall set forth the nature of the occurrence giving rise to such compensation, the additional amount or amounts to be paid to the Bank hereunder and the method by which such amounts are determined. In determining any such amount, the Bank may use any reasonable averaging and attribution methods. (iv) No failure on the part of the Bank to demand compensation on any one occasion shall constitute a waiver of its right to demand such compensation on any other occasion and no failure on the part of the Bank to deliver any Bank Certificate in a timely manner shall in any way reduce any obligation of the Borrower to the Bank under this ss. 1.8.

Increased Costs Capital Adequacy. (i) If the adoption, effectiveness or phase-in, after the date hereof, of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (A) shall subject the Bank to any Imposition or other charge with respect to any Fixed Rate Loan, the LIBOR Term Note Loan or the Bank's agreement to make Fixed Rate LIBOR Term Loans, or shall change the basis of taxation of payments to the Bank of the principal of or interest on any Fixed Rate LIBOR Term Loan or any other amounts due under this letter agreement in respect of the Fixed Rate LIBOR Term Loans or the Bank's agreement to make Fixed Rate LIBOR Term Loans (except for changes in the rate of tax on the over-all net income of the Bank); or (B) shall impose, modify or deem applicable any reserve, special deposit, deposit insurance or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding, with respect to any LIBOR Term Loan, any such requirement already included in the applicable Reserve Rate) against assets of, deposits with or for the account of, or credit extended by, the Bank or shall impose on the Bank or on the London interbank market any other condition affecting any Fixed Rate Loans, the LIBOR Term Note Loans or the Bank's agreement to make Fixed Rate LIBOR Term Loans and the result of any of the foregoing is to increase the cost to the Bank of making or maintaining any Fixed Rate LIBOR Term Loan or to reduce the amount of any sum received or receivable by the Bank under this letter agreement or under the any Term Note with respect to any Fixed Rate LIBOR Term Loan by an amount deemed by the Bank to be material, then, then (A) the Bank shall promptly after its determination of such occurrence deliver a Bank Certificate with respect thereto to the Borrower; and (B) promptly upon demand by the Bank and receipt of a such Bank Certificate from the Bank with respect thereto, the Borrower shall pay to the Bank such additional amount or amounts as the Bank certifies to be necessary to compensate the Bank for such increased cost or reduction in amount received or receivable. (ii) If the Bank shall have determined that the adoption, effectiveness or phase-in after the date hereof of any applicable law, rule or regulation regarding capital requirements for banks or bank holding companies, or any change therein after the date hereof, or any change after the date hereof 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 the Bank with any request or directive of such entity regarding capital adequacy (whether or not having the force of law) has or would have the effect of reducing the return on the Bank's capital with respect to its agreement hereunder to make Term Loans or with respect to any Term Loan (whether or not then subject to any Eurodollar Interest Rate or COF LIBOR Interest Rate) or any letter of credit and/or with respect to the Bank's agreements hereunder to make Loans and/or issue letters of credit to a level below that which the Bank could have achieved (taking into consideration the Bank's policies with with respect to capital adequacy immediately before such adoption, effectiveness, phase-in, change or compliance and assuming that the Bank's capital was then fully utilized) by any amount deemed by the Bank to be material: (A) the Bank shall promptly after its determination of such occurrence give notice thereof deliver a Bank Certificate with respect thereto to the Borrower; and and (B) the Borrower shall either (1) within 60 days after receipt of such notice repay all Term Loans then outstanding, together with the interest accrued thereon to the date of payment and such amounts as may be required to be paid under ss. 1.7, and terminate the facility for Term Loans described in this letter agreement or (2) pay to the Bank as an additional fee from time to time on demand such amount as the Bank certifies to be the amount that will compensate it for such reduction. (iii) A Bank Certificate of the Bank claiming compensation under this ss. 1.8 ss.1.10 shall be conclusive in the absence of manifest error error. Such certificate shall set forth the nature and date of the occurrence giving rise to such compensation, the additional amount or amounts to be paid to the Bank hereunder and the method by which such amounts are determined. In determining any such amount, the Bank may use any reasonable averaging and attribution methods. (iv) No failure on the part of the Bank to demand compensation on any one occasion shall constitute a waiver of its right to demand such compensation on any other occasion and no failure on the part of the Bank to deliver any Bank Certificate in a timely manner shall in any way reduce any obligation of the Borrower to the Bank under this ss. 1.8ss.1.10; provided, however, that if a Bank Certificate is delivered more than 180 days after the event or circumstance giving rise thereto, the Bank shall not be entitled to compensation under this ss.1.10 with respect to any period more than 180 days prior to the date of delivery of such Bank Certificate.

Increased Costs Capital Adequacy. (i) If the adoption, effectiveness or phase-in, after the date hereof, of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (A) shall subject the Bank to any Imposition or other charge with respect to any Fixed Rate LIBOR Loan, the Term Note or the Bank's agreement to make Fixed Rate LIBOR Loans, or shall change the basis of taxation of payments to the Bank of the principal of or interest on any Fixed Rate LIBOR Loan or any other amounts due under this letter agreement in respect of the Fixed Rate LIBOR Loans or the Bank's agreement to make Fixed Rate LIBOR Loans (except for changes in the rate of tax on the over-all net income of the Bank); or (B) shall impose, modify or deem applicable any reserve, special deposit, deposit insurance or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding, with respect to any LIBOR Loan, any such requirement already included in the applicable Reserve Rate) against assets of, deposits with or for the account of, or credit extended by, the Bank or shall impose on the Bank or on the London interbank market any other condition affecting any Fixed Rate LIBOR Loans, the Term Note or the Bank's agreement to make Fixed Rate LIBOR Loans and the result of any of the foregoing is to increase the cost to the Bank of making or maintaining any Fixed Rate LIBOR Loan or to reduce the amount of any sum received or receivable by the Bank under this letter agreement or under the Term Note with respect to any Fixed Rate LIBOR Loan by an amount deemed by the Bank to be material, then, upon demand by the Bank and receipt of a Bank Certificate from the Bank with respect thereto, the Borrower shall pay to the Bank such additional amount or amounts as the Bank certifies to be necessary to compensate the Bank for such increased cost or reduction in amount received or receivable. (ii) If the Bank shall have determined that the adoption, effectiveness or phase-in after the date hereof of any applicable law, rule or regulation regarding capital requirements for banks or bank holding companies, or any change therein after the date hereof, or any change after the date hereof 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 the Bank with any request or directive of such entity regarding capital adequacy (whether or not having the force of law) has or would have the effect of reducing the return on the Bank's capital with respect to its agreement hereunder to make Term Loans or with respect to any Term Loan (whether or not then subject to any Eurodollar Interest Rate or COF LIBOR Interest Rate) to a level below that which the Bank could have achieved (taking into consideration the Bank's policies with with respect to capital adequacy immediately before such adoption, effectiveness, phase-in, change or compliance and assuming that the Bank's capital was then fully utilized) by any amount deemed by the Bank to be material: (A) the Bank shall promptly after its determination of such occurrence give notice thereof deliver a Bank Certificate with respect thereto to the Borrower; and and (B) the Borrower shall either (1) within 60 days after receipt of such notice repay all Term Loans then outstanding, together with the interest accrued thereon to the date of payment and such amounts as may be required to be paid under ss. 1.7, and terminate the facility for Term Loans described in this letter agreement or (2) pay to the Bank as an additional fee from time to time on demand such amount as the Bank certifies to be the amount that will compensate it for such reduction. (iii) A Bank Certificate of the Bank claiming compensation under this ss. 1.8 Section 1.7 shall be conclusive in the absence of manifest error error. Such certificate shall set forth the nature of the occurrence giving rise to such compensation, the additional amount or amounts to be paid to the Bank hereunder and the method by which such amounts are determined. In determining any such amount, the Bank may use any reasonable averaging and attribution methods. (iv) No failure on the part of the Bank to demand compensation on any one occasion shall constitute a waiver of its right to demand such compensation on any other occasion and no failure on the part of the Bank to deliver any Bank Certificate in a timely manner shall in any way reduce any obligation of the Borrower to the Bank under this ss. 1.8Section 1.7.

Increased Costs Capital Adequacy. (i) If the adoption, effectiveness or phase-in, after the date hereof, of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (A) shall subject the Bank to any Imposition or other charge with respect to any Fixed Rate Loan, the Term Note or the Bank's agreement to make Fixed Rate Loans, or shall change the basis of taxation of payments to the Bank of the principal of or interest on any Fixed Rate Loan or any other amounts due under this letter agreement in respect of the Fixed Rate Loans or the Bank's agreement to make Fixed Rate Loans (except for changes in the rate of tax on the over-all net income of the Bank); or (B) shall impose, modify or deem applicable any reserve, special deposit, deposit insurance or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding, with respect to any LIBOR Loan, any such requirement already included in the applicable Reserve Rate and excluding, with respect to any COF Loan, any such requirement already included in the applicable COF Rate) against assets of, deposits with or for the account of, or credit extended by, the Bank or shall impose on the Bank or on the London interbank market any other condition affecting any Fixed Rate Loans, the Term Note or the Bank's agreement to make Fixed Rate Loans and the result of any of the foregoing is to increase the cost to the Bank of making or maintaining any Fixed Rate Loan or to reduce the amount of any sum received or receivable by the Bank under this letter agreement or under the Term Note with respect to any Fixed Rate Loan by an amount deemed by the Bank to be material, then, upon demand by the Bank and receipt of a Bank Certificate from the Bank with respect thereto, the Borrower shall pay to the Bank such additional amount or amounts as the Bank certifies to be necessary to compensate the Bank for such increased cost or reduction in amount received or receivable. (ii) If the Bank shall have determined that the adoption, effectiveness or phase-in after the date hereof of any applicable law, rule or regulation regarding capital requirements for banks or bank holding companies, or any change therein after the date hereof, or any change after the date hereof 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 the Bank with any request or directive of such entity regarding capital adequacy (whether or not having the force of law) has or would have the effect of reducing the return on the Bank's capital with respect to its agreement hereunder to make Term Loans or with respect to any Term Loan (whether or not then subject to any Eurodollar Interest Rate or COF Interest Rate) to a level below that which the Bank could have achieved (taking into consideration the Bank's policies with (A) the Bank shall promptly after its determination of such occurrence give notice thereof to the Borrower; and (B) the Borrower shall either (1) within 60 days after receipt of such notice repay all Term Loans then outstanding, together with the interest accrued thereon to the date of payment and such amounts as may be required to be paid under ss. 1.7, and terminate the facility for Term Loans described in this letter agreement or (2) pay to the Bank as an additional fee from time to time on demand such amount as the Bank certifies to be the amount that will compensate it for such reduction. (iii) A Bank Certificate of the Bank claiming compensation under this ss. 1.8 shall be conclusive in the absence of manifest error Such certificate shall set forth the nature of the occurrence giving rise to such compensation, the additional amount or amounts to be paid to the Bank hereunder and the method by which such amounts are determined. In determining any such amount, the Bank may use any reasonable averaging and attribution methods. (iv) No failure on the part of the Bank to demand compensation on any one occasion shall constitute a waiver of its right to demand such compensation on any other occasion and no failure on the part of the Bank to deliver any Bank Certificate in a timely manner shall in any way reduce any obligation of the Borrower to the Bank under this ss. 1.8.comparable

Increased Costs Capital Adequacy. (i) If the adoption, effectiveness or phase-in, after the date hereof, of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (A) shall subject the Bank to any Imposition or other charge with respect to any Fixed Rate Loan, the Term Note LIBOR Loan or the Bank's agreement to make Fixed Rate LIBOR Loans, or shall change the basis of taxation of payments to the Bank of the principal of or interest on any Fixed Rate LIBOR Loan or any other amounts due under this letter agreement in respect of the Fixed Rate LIBOR Loans or the Bank's agreement to make Fixed Rate LIBOR Loans (except for changes in the rate of tax on the over-all net income of the Bank); or (B) shall impose, modify or deem applicable any reserve, special deposit, deposit insurance or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding, with respect to any LIBOR Loan, any such requirement already included in the applicable Reserve Rate) against assets of, deposits with or for the account of, or credit extended by, the Bank or shall impose on the Bank or on the London interbank market any other condition affecting any Fixed Rate Loans, the Term Note LIBOR Loans or the Bank's agreement to make Fixed Rate LIBOR Loans and the result of any of the foregoing is to increase the cost to the Bank of making or maintaining any Fixed Rate LIBOR Loan or to reduce the amount of any sum received or receivable by the Bank under this letter agreement or under the Term any Note with respect to any Fixed Rate LIBOR Loan by an amount deemed by the Bank to be material, then, upon demand by the Bank and receipt of a Bank Certificate from the Bank with respect thereto, the Borrower shall pay to the Bank such additional amount or amounts as the Bank certifies to be necessary to compensate the Bank for such increased cost or reduction in amount received or receivable. (ii) If the Bank shall have determined that the adoption, effectiveness or phase-in after the date hereof of any applicable law, rule or regulation regarding capital requirements for banks or bank holding companies, or any change therein after the date hereof, or any change after the date hereof 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 the Bank with any request or directive of such entity regarding capital adequacy (whether or not having the force of law) has or would have the effect of reducing the return on the Bank's capital with respect to its agreement hereunder to make Term Loans or with respect to any Term Loan (whether or not then subject to any Eurodollar Interest Rate or COF Interest Rate) to a level below that which the Bank could have achieved (taking into consideration the Bank's policies withdate (A) the Bank shall promptly after its determination of such occurrence give notice thereof to the Borrower; and (B) the Borrower shall either (1) within 60 days after receipt of such notice terminate all outstanding letters of credit, terminate this letter agreement and repay all Term Loans then outstanding, together with the interest accrued thereon to the date of payment and such amounts as may be required to be paid under ss. 1.7ss.1.12, and terminate the facility for Term Loans described in this letter agreement or (2) pay to the Bank as an additional fee from time to time on demand such amount as the Bank certifies to be the amount that will compensate it for such reduction. (iii) A Bank Certificate of the Bank claiming compensation under this ss. 1.8 ss.1.13 shall be conclusive in the absence of manifest error error. Such certificate shall set forth the nature of the occurrence giving rise to such compensation, the additional amount or amounts to be paid to the Bank hereunder and the method by which such amounts are determined. In determining any such amount, the Bank may use any reasonable averaging and attribution methods. (iv) No failure on the part of the Bank to demand compensation on any one occasion shall constitute a waiver of its right to demand such compensation on any other occasion and no failure on the part of the Bank to deliver any Bank Certificate in a timely manner shall in any way reduce any obligation of the Borrower to the Bank under this ss. 1.8ss.1.13.

Increased Costs Capital Adequacy. (i) If the adoption, effectiveness or phase-in, after the date hereof, of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (A) shall subject the Bank to any Imposition or other charge with respect to any Fixed Rate Loan, the Term Note Loan or the Bank's agreement to make Fixed Rate Loans, or shall change the basis of taxation of payments to the Bank of the principal of or interest on any Fixed Rate Loan or any other amounts due under this letter agreement Agreement in respect of the Fixed Rate Loans or the Bank's agreement to make or maintain Fixed Rate Loans (except for changes in the rate of tax on the over-all net income of the Bank); or (B) shall impose, modify or deem applicable any reserve, special deposit, deposit insurance or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding, with respect to any LIBOR Loan, any such requirement already included in the applicable Reserve Rate) against assets of, deposits with or for the account of, or credit extended by, the Bank or shall impose on the Bank or on the London interbank market any other condition affecting any Fixed Rate Loans, the Term Note Loans or the Bank's agreement to make Fixed Rate Loans and the result of any of the foregoing is to increase the cost to the Bank of making or maintaining any Fixed Rate Loan or to reduce the amount of any sum received or receivable by the Bank under this letter agreement or under the Agreement and/or any September 1998 Term Note and/or with respect to any Fixed Rate Loan by an amount deemed by the Bank to be material, then, upon demand by the Bank and receipt of a Bank Certificate from the Bank with respect thereto, the Borrower Borrowers shall pay (and shall be jointly and severally obligated to pay) to the Bank such additional amount or amounts as the Bank certifies to be necessary to compensate the Bank for such increased cost or reduction in amount received or receivable. (ii) If the Bank shall have determined that the adoption, effectiveness or phase-in after the date hereof of any applicable law, rule or regulation regarding capital requirements for banks or bank holding companies, or any change therein after the date hereof, or any change after the date hereof 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 the Bank with any request or directive of such entity regarding capital adequacy (whether or not having the force of law) has or would have the effect of reducing the return on the Bank's capital with respect to any September 1998 Term Loan or with respect to its agreement hereunder to make September 1998 Term Loans or with respect to any (all such September 1998 Term Loan (Loans, whether or not then subject to any Eurodollar COF Interest Rate or COF any LIBOR Interest Rate) to a level below that which the Bank could have achieved (taking into consideration the Bank's policies with with respect to capital adequacy immediately before such adoption, effectiveness, phase-in, change or compliance and assuming that the Bank's capital was then fully utilized) by any amount deemed by the Bank to be material: (A) the Bank shall promptly after its determination of such occurrence give notice thereof to the Borrower; and (B) the Borrower shall either (1) within 60 days after receipt of such notice repay all Term Loans then outstanding, together with the interest accrued thereon to the date of payment and such amounts as may be required to be paid under ss. 1.7, and terminate the facility for Term Loans described in this letter agreement or (2) pay to the Bank as an additional fee from time to time on demand such amount as the Bank certifies to be the amount that will compensate it for such reduction. (iii) A deliver a Bank Certificate of the Bank claiming compensation under this ss. 1.8 shall be conclusive in the absence of manifest error Such certificate shall set forth the nature of the occurrence giving rise to such compensation, the additional amount or amounts to be paid to the Bank hereunder and the method by which such amounts are determined. In determining any such amount, the Bank may use any reasonable averaging and attribution methods. (iv) No failure on the part of the Bank to demand compensation on any one occasion shall constitute a waiver of its right to demand such compensation on any other occasion and no failure on the part of the Bank to deliver any Bank Certificate in a timely manner shall in any way reduce any obligation of the Borrower to the Bank under this ss. 1.8.with respect thereto to

Increased Costs Capital Adequacy. (i) If the adoption, effectiveness or phase-in, after the date hereof, of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (A) shall subject the Bank to any Imposition or other charge with respect to any Fixed Rate LIBOR Loan, the Term Revolving Note or the Bank's agreement to make Fixed Rate LIBOR Loans, or shall change the basis of taxation of payments to the Bank of the principal of or interest on any Fixed Rate LIBOR Loan or any other amounts due under this letter agreement in respect of the Fixed Rate LIBOR Loans or the Bank's agreement to make Fixed Rate LIBOR Loans (except for changes in the rate of tax on the over-all net income of the Bank); or (B) shall impose, modify or deem applicable any reserve, special deposit, deposit insurance or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding, with respect to any LIBOR Loan, any such requirement already included in the applicable Reserve Rate) against assets of, deposits with or for the account of, or credit extended by, the Bank or shall impose on the Bank or on the London interbank market any other condition affecting any Fixed Rate LIBOR Loans, the Term Revolving Note or the Bank's agreement to make Fixed Rate LIBOR Loans and the result of any of the foregoing is to increase the cost to the Bank of making or maintaining any Fixed Rate LIBOR Loan or to reduce the amount of any sum received or receivable by the Bank under this letter agreement or under the Term Revolving Note with respect to any Fixed Rate LIBOR Loan by an amount deemed by the Bank to be material, then, upon demand by the Bank and receipt of a Bank Certificate from the Bank with respect thereto, the Borrower shall pay to the Bank such additional amount or amounts as the Bank certifies to be necessary to compensate the Bank for such increased cost or reduction in amount received or receivable. (ii) If the Bank shall have determined in good faith that the adoption, effectiveness or phase-in after the date hereof of any applicable law, rule or regulation regarding capital requirements for banks or bank holding companies, or any change therein after the date hereof, or any change after the date hereof 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 the Bank with any request or directive of such entity regarding capital adequacy (whether or not having the force of law) has or would have the effect of reducing the return on the Bank's capital with respect to its agreement hereunder to make Term Revolving Loans or with respect to any Term Revolving Loan (whether or not then subject to any Eurodollar Interest Rate or COF Interest Rate) to a level below that which the Bank could have achieved (taking into consideration the Bank's policies withwith respect to capital adequacy immediately before such adoption, effectiveness, phase-in, change or compliance and assuming that the Bank's capital was then fully utilized) by any amount deemed by the Bank in good faith to be material: (A) the Bank shall promptly after its determination of such occurrence give notice thereof to the Borrower; and (B) the Borrower shall either (1) within 60 days after receipt of such notice repay all Term Loans then outstanding, together with the interest accrued thereon to the date of payment and such amounts as may be required to be paid under ss. 1.7, and terminate the facility for Term Loans described in this letter agreement or (2) pay to the Bank as an additional fee from time to time on demand such amount as the Bank certifies to be the amount that will compensate it for such reduction. (iii) . A Bank Certificate of the Bank claiming compensation under this ss. 1.8 ss.1.7 shall be presumptively conclusive in the absence of manifest error error. Such certificate shall set forth the nature of the occurrence giving rise to such compensation, the additional amount or amounts to be paid to the Bank hereunder and the method by which such amounts are determined. In determining any such amount, the Bank may use any reasonable averaging and attribution methods. (iviii) No failure on the part of the Bank to demand compensation on any one occasion shall constitute a waiver of its right to demand such compensation on any other occasion and no failure on the part of the Bank to deliver any Bank Certificate in a timely manner shall in any way reduce any obligation of the Borrower to the Bank under this ss. 1.8ss.1.

Increased Costs Capital Adequacy. (i) If the adoption, effectiveness or phase-in, after the date hereof, of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (A) shall subject the Bank to any Imposition or other charge with respect to any Fixed Rate LIBOR Loan, the Term Note or the Bank's agreement to make Fixed Rate LIBOR Loans, or shall change the basis of taxation of payments to the Bank of the principal of or interest on any Fixed Rate LIBOR Loan or any other amounts due under this letter agreement in respect of the Fixed Rate LIBOR Loans or the Bank's agreement to make Fixed Rate LIBOR Loans (except for changes in the rate of tax on the over-all net income of the Bank); or (B) shall impose, modify or deem applicable any reserve, special deposit, deposit insurance or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding, with respect to any LIBOR Loan, any such requirement already included in the applicable Reserve Rate) against assets of, deposits with or for the account of, or credit extended by, the Bank or shall impose on the Bank or on the London interbank market any other condition affecting any Fixed Rate LIBOR Loans, the Term Note or the Bank's agreement to make Fixed Rate LIBOR Loans and the result of any of the foregoing is to increase the cost to the Bank of making or maintaining any Fixed Rate LIBOR Loan or to reduce the amount of any sum received or receivable by the Bank under this letter agreement or under the Term Note with respect to any Fixed Rate LIBOR Loan by an amount deemed by the Bank to be material, then, upon demand by the Bank and receipt of a Bank Certificate from the Bank with respect thereto, the Borrower shall pay to the Bank such additional amount or amounts as the Bank certifies to be necessary to compensate the Bank for such increased cost or reduction in amount received or receivable. (ii) If the Bank shall have determined that the adoption, effectiveness or phase-in after the date hereof of any applicable law, rule or regulation regarding capital requirements for banks or bank holding companies, or any change therein after the date hereof, or any change after the date hereof 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 the Bank with any request or directive of such entity regarding capital adequacy (whether or not having the force of law) has or would have the effect of reducing the return on the Bank's capital with respect to its agreement hereunder to make Term Loans or with respect to any Term Loan (whether or not then subject to any Eurodollar Interest Rate or COF LIBOR Interest Rate) to a level below that which the Bank could have achieved (taking into consideration the Bank's policies with with respect to capital adequacy immediately before such adoption, effectiveness, phase-in, change or compliance and assuming that the Bank's capital was then fully utilized) by any amount deemed by the Bank to be material: (A) the Bank shall promptly after its determination of such occurrence give notice thereof deliver a Bank Certificate with respect thereto to the Borrower; and and (B) the Borrower shall either (1) within 60 days after receipt of such notice repay all Term Loans then outstanding, together with the interest accrued thereon to the date of payment and such amounts as may be required to be paid under ss. 1.7, and terminate the facility for Term Loans described in this letter agreement or (2) pay to the Bank as an additional fee from time to time on demand such amount as the Bank certifies to be the amount that will compensate it for such reduction. (iii) A Bank Certificate of the Bank claiming compensation under this ss. 1.8 ss.1.8 shall be conclusive in the absence of manifest error error. Such certificate shall set forth the nature of the occurrence giving rise to such compensation, the additional amount or amounts to be paid to the Bank hereunder and the method by which such amounts are determined. In determining any such amount, the Bank may use any reasonable averaging and attribution methods. (iv) No failure on the part of the Bank to demand compensation on any one occasion shall constitute a waiver of its right to demand such compensation on any other occasion and no failure on the part of the Bank to deliver any Bank Certificate in a timely manner shall in any way reduce any obligation of the Borrower to the Bank under this ss. 1.8ss.1.8.

Increased Costs Capital Adequacy. (i) If the adoption, effectiveness or phase-in, after the date hereof, of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (A) shall subject the Bank to any Imposition or other charge with respect to any Fixed Rate LIBOR Loan, the Term Revolving Note or the Bank's agreement to make Fixed Rate LIBOR Loans, or shall change the basis of taxation of payments to the Bank of the principal of or interest on any Fixed Rate LIBOR Loan or any other amounts due under this letter agreement in respect of the Fixed Rate LIBOR Loans or the Bank's agreement to make Fixed Rate LIBOR Loans (except for changes in the rate of tax on the over-all net income of the Bank); or (B) shall impose, modify or deem applicable any reserve, special deposit, deposit insurance or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding, with respect to any LIBOR Loan, any such requirement already included in the applicable Reserve Rate) against assets of, deposits with or for the account of, or credit extended by, the Bank or shall impose on the Bank or on the London interbank market any other condition affecting any Fixed Rate LIBOR Loans, the Term Revolving Note or the Bank's agreement to make Fixed Rate LIBOR Loans and the result of any of the foregoing is to increase the cost to the Bank of making or maintaining any Fixed Rate LIBOR Loan or to reduce the amount of any sum received or receivable by the Bank under this letter agreement or under the Term Revolving Note with respect to any Fixed Rate LIBOR Loan by an amount reasonably deemed by the Bank to be material, then, upon demand by the Bank and receipt of a Bank Certificate from the Bank with respect thereto, the Borrower shall pay to the Bank such additional amount or amounts as the Bank certifies to be necessary to compensate the Bank for such increased cost or reduction in amount received or receivable. (ii) If the Bank shall have determined determined, in its reasonable business judgment, that the adoption, effectiveness or phase-in after the date hereof of any applicable law, rule or regulation regarding capital requirements for banks or bank holding companies, or any change therein after the date hereof, or any change after the date hereof 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 the Bank with any request or directive of such entity regarding capital adequacy (whether or not having the force of law) has or would have the effect of reducing the return on the Bank's capital with respect to its agreement hereunder to make Term Revolving Loans or with respect to any Term Revolving Loan (whether or not then subject to any Eurodollar Interest Rate or COF Interest LIBOR Rate) to a level below that which the Bank could have achieved (taking into consideration the Bank's policies with and practices with respect to capital adequacy immediately before such adoption, effectiveness, phase-in, change or compliance and assuming that the Bank's capital was then fully utilized) by any amount reasonably deemed by the Bank to be material: (A) the Bank shall promptly after its determination of such occurrence give notice thereof deliver a Bank Certificate with respect thereto to the Borrower; and and (B) the Borrower shall either (1) within 60 days after receipt of such notice repay all Term Loans then outstanding, together with the interest accrued thereon to the date of payment and such amounts as may be required to be paid under ss. 1.7, and terminate the facility for Term Loans described in this letter agreement or (2) pay to the Bank as an additional fee from time to time on demand such amount as the Bank certifies to be the amount that will compensate it for such reduction; provided; however, the Bank shall not be entitled to any such fee under this ss.1.10(ii) attributable to any period prior to 90 days before the Bank delivers any such Bank Certificate to the Borrower. (iii) A Bank Certificate of the Bank claiming compensation under this ss. 1.8 ss.1.10 shall be conclusive in the absence of manifest error deemed presumptively correct. Such certificate shall set forth the nature of the occurrence giving rise to such compensation, the additional amount or amounts to be paid to the Bank hereunder and the method by which such amounts are determined. In determining any such amount, the Bank may use any reasonable averaging and attribution methods. (iv) No failure on the part of the Bank to demand compensation on any one occasion shall constitute a waiver of its right to demand such compensation on any other occasion and no failure on the part of the Bank to deliver any Bank Certificate in a timely manner shall in any way reduce any obligation of the Borrower to the Bank under this ss. 1.8.

Increased Costs Capital Adequacy. (i) If the adoption, effectiveness or phase-in, after the date hereof, of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (A) shall subject the Bank to any Imposition or other charge with respect to any Fixed Rate Loan, the Term Note or the Bank's agreement to make Fixed Rate Loans, or shall change the basis of taxation of payments to the Bank of the principal of or interest on any Fixed Rate Loan or any other amounts due under this letter agreement in respect of the Fixed Rate Loans or the Bank's agreement to make Fixed Rate Loans (except for changes in the rate of tax on the over-all net income of the Bank); or (B) shall impose, modify or deem applicable any reserve, special deposit, deposit insurance or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding, with respect to any LIBOR Loan, any such requirement already included in the applicable Reserve Rate and excluding, with respect to any COF Loan, any such requirement already included in the applicable COF Rate) against assets of, deposits with or for the account of, or credit extended by, the Bank or shall impose on the Bank or on the London interbank market any other condition affecting any Fixed Rate Loans, the Term Note or the Bank's agreement to make Fixed Rate Loans and the result of any of the foregoing is to increase the cost to the Bank of making or maintaining any Fixed Rate Loan or to reduce the amount of any sum received or receivable by the Bank under this letter agreement or under the Term Note with respect to any Fixed Rate Loan by an amount deemed by the Bank to be material, then, upon demand by the Bank and receipt of a Bank Certificate from the Bank with respect thereto, the Borrower shall pay to the Bank such additional amount or amounts as the Bank certifies to be necessary to compensate the Bank for such increased cost or reduction in amount received or receivable. (ii) If the Bank shall have determined that the adoption, effectiveness or phase-in after the date hereof of any applicable law, rule or regulation regarding capital requirements for banks or bank holding companies, or any change therein after the date hereof, or any change after the date hereof 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 the Bank with any request or directive of such entity regarding capital adequacy (whether or not having the force of law) has or would have the effect of reducing the return on the Bank's capital with respect to its agreement hereunder to make Term Loans or with respect to any Term Loan (whether or not then subject to any Eurodollar LIBOR Interest Rate or COF Interest Rate) to a level below that which the Bank could have achieved (taking into consideration the Bank's policies with with respect to capital adequacy immediately before such adoption, effectiveness, phase-in, change or compliance and assuming that the Bank's capital was then fully utilized) by any amount deemed by the Bank to be material: (A) the Bank shall promptly after its determination of such occurrence give notice thereof deliver a Bank Certificate with respect thereto to the Borrower; and and (B) the Borrower shall either (1) within 60 days after receipt of such notice repay all Term Loans then outstanding, together with the interest accrued thereon to the date of payment and such amounts as may be required to be paid under ss. 1.7, and terminate the facility for Term Loans described in this letter agreement or (2) pay to the Bank as an additional fee from time to time on demand such amount as the Bank certifies to be the amount that will compensate it for such reduction; provided that the Bank will not claim compensation under this paragraph (ii) unless the Bank is seeking similar compensation generally from other similar borrowers whose loan documents contain similar provisions. (iii) A Bank Certificate of the Bank claiming compensation under this ss. 1.8 ss.1.8 shall be conclusive in the absence of manifest error error. Such certificate shall set forth the nature of the occurrence giving rise to such compensation, the additional amount or amounts to be paid to the Bank hereunder and the method by which such amounts are determined. In determining any such amount, the Bank may use any reasonable averaging and attribution methods. (iv) No failure on the part of the Bank to demand compensation on any one occasion shall constitute a waiver of its right to demand such compensation on any other occasion and no failure on the part of the Bank to deliver any Bank Certificate in a timely manner shall in any way reduce any obligation of the Borrower to the Bank under this ss. 1.8.

Increased Costs Capital Adequacy. (i) If the adoption, effectiveness or phase-in, after the date hereof, of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (A) shall subject the Bank to any Imposition or other charge with respect to any Fixed Rate LIBOR Loan, the Term Note or the Bank's agreement to make Fixed Rate LIBOR Loans, or shall change the basis of taxation of payments to the Bank of the principal of or interest on any Fixed Rate LIBOR Loan or any other amounts due under this letter agreement in respect of the Fixed Rate LIBOR Loans or the Bank's agreement to make Fixed Rate LIBOR Loans (except for changes in the rate of tax on the over-all net income of the Bank); or (B) shall impose, modify or deem applicable any reserve, special deposit, deposit insurance or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding, with respect to any LIBOR Loan, any such requirement already included in the applicable Reserve Rate) against assets of, deposits with or for the account of, or credit extended by, the Bank or shall impose on the Bank or on the London interbank market any other condition affecting any Fixed Rate LIBOR Loans, the Term Note or the Bank's agreement to make Fixed Rate LIBOR Loans and the result of any of the foregoing is to increase the cost to the Bank of making or maintaining any Fixed Rate LIBOR Loan or to reduce the amount of any sum received or receivable by the Bank under this letter agreement or under the Term Note with respect to any Fixed Rate LIBOR Loan by an amount deemed by the Bank to be material, then, upon demand by the Bank and receipt of a Bank Certificate from the Bank with respect thereto, the Borrower shall pay to the Bank such additional amount or amounts as the Bank certifies to be necessary to compensate the Bank for such increased cost or reduction in amount received or receivable. (ii) If the Bank shall have determined that the adoption, effectiveness or phase-in after the date hereof of any applicable law, rule or regulation regarding capital requirements for banks or bank holding companies, or any change therein after the date hereof, or any change after the date hereof 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 the Bank with any request or directive of such entity regarding capital adequacy (whether or not having the force of law) (each, a "Capital Adequacy Change") has or would have the effect of reducing the return on the Bank's capital with respect to its agreement hereunder to make Term Loans or with respect to any Term Loan (whether or not then subject to any Eurodollar Interest Rate or COF LIBOR Interest Rate) to a level below that which the Bank could have achieved (taking into consideration the Bank's policies with with respect to capital adequacy immediately before such adoption, effectiveness, phase-in, change or compliance and assuming that the Bank's capital was then fully utilized) by any amount deemed by the Bank to be material: (A) the Bank shall promptly after its determination of such occurrence give notice thereof deliver a Bank Certificate with respect thereto to the Borrower; and and (B) the Borrower shall either (1) within 60 days after receipt of such notice repay all Term Loans then outstanding, together with the interest accrued thereon to the date of payment and such amounts as may be required to be paid under ss. 1.7, and terminate the facility for Term Loans described in this letter agreement or (2) pay to the Bank as an additional fee from time to time on demand such amount as the Bank certifies to be the amount that will compensate it for such reduction. Notwithstanding the foregoing, if the Bank fails to give written notice to the Borrower of a Capital Adequacy Change within 180 days after the date when same first becomes applicable to any Term Loan, then the Bank will not be entitled to compensation under this clause (iii) in respect of any period which is more than 180 days prior to the date when such notice is given. (iii) A Bank Certificate of the Bank claiming compensation under this ss. 1.8 (S)1.8 shall be conclusive deemed presumptively correct in the absence of manifest error error. Such certificate shall set forth the nature of the occurrence giving rise to such compensation, the additional amount or amounts to be paid to the Bank hereunder and the method by which such amounts are determined. In determining any such amount, the Bank may use any reasonable averaging and attribution methods. (iv) No failure on the part of the Bank to demand compensation on any one occasion shall constitute a waiver of its right to demand such compensation on any other occasion and no failure on the part of the Bank to deliver any Bank Certificate in a timely manner shall in any way reduce any obligation of the Borrower to the Bank under this ss. 1.8(S)1.8, except for the limitation provided for in clause (ii) above.