Common use of Increased Costs and Reduced Returns Clause in Contracts

Increased Costs and Reduced Returns. (a) If, after the date hereof, the adoption 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 (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) shall subject the Bank (or its Applicable Lending Office) to any tax, duty or other charge with respect to its obligation to make Fixed Rate Loans, its Fixed Rate Loans, or its Note, or shall change the basis of taxation of payments to the Bank (or its Applicable Lending Office) of the principal of or interest on its Fixed Rate Loans or in respect of any other amounts due under this Agreement, in respect of its Fixed Rate Loans or its obligation to make Fixed Rate Loans, (except for changes in the rate of tax on the overall net income of the Bank or its Applicable Lending Office imposed by the jurisdiction in which the Bank's principal executive office or Applicable Lending Office is located); or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, any imposed by the Board of Governors of the Federal Reserve System, but excluding (A) with respect to any CD Loan any such requirement included in an applicable Domestic Reserve Percentage and (B) with respect to any Eurodollar Loan any such requirement included in an applicable Eurodollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, the Bank (or its Applicable Lending Office) or shall impose on the Bank (or its Applicable Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition affecting its obligation to make Fixed Rate Loans, its Fixed Rate Loans or its Note; and the result of any of the foregoing is to increase the cost to the Bank (or its Applicable Lending Office) of making or maintaining any Fixed Rate Loan, or to reduce the amount of any sum received or receivable by the Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, by an amount deemed by the Bank to be material, then, within 15 days after demand by the Bank, the Borrower agrees to pay to the Bank such additional amount or amounts as will compensate the Bank for such increased cost or reduction. (b) If the Bank shall have determined that the adoption, after the date hereof, of any applicable law, rule or regulation regarding capital adequacy, 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 (or its Applicable Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Bank's capital as a consequence of its obligations hereunder to a level below that which the Bank could have achieved but for such adoption, change or compliance (taking into consideration the Bank's policies with respect to capital adequacy) by an amount deemed by the Bank to be material, then from time to time, within 15 days after demand by the Bank, the Borrower shall pay to such Bank such additional amount or amounts as will compensate the Bank for such reduction. (c) The Bank will promptly notify the Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle the Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of the Bank, be otherwise disadvantageous to the Bank. A certificate by an officer of the Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall, in the absence of manifest error, constitute PRIMA FACIE evidence of such amount. In determining such amount, the Bank may use any reasonable averaging and attribution methods.

Increased Costs and Reduced Returns. (a) If, on or after the date hereof, the adoption of any applicable law, rule or regulationApplicable Law, or any change therein, or any change in the interpretation or administration thereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof thereof, or compliance by the Agent or any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) shall subject the Agent or such Bank (or its Applicable Lending Office) to any tax, duty or other charge (other than routine examination fees or Taxes) with respect to the Eurodollar Rate Loans, the PPA LOC Loan Note or its obligation to make Fixed or continue Eurodollar Rate Loans, its Fixed Rate Loans, or its Note, or shall change the basis of taxation of payments to the Agent or any Bank (or its Applicable Lending Office) of the principal of or interest on its Fixed Eurodollar Rate Loans or in respect of any other amounts due under this Agreement, Agreement in respect of its Fixed Eurodollar Rate Loans or its obligation to make Fixed or continue Eurodollar Rate Loans, Loans (except for changes in the rate of tax on the overall net income of the Agent or such Bank or its Applicable Lending Office imposed by the federal, state or local jurisdiction in which the Agent's or such Bank's principal executive office or Applicable Lending Office is located); or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, including any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding (A) with respect to any CD Loan any such requirement included in an applicable Domestic Reserve Percentage and (B) with respect to any Eurodollar Rate Loan any such requirement included provided in an applicable Eurodollar Reserve Percentage) Section 2.17(b), against assets of, deposits with or for the account of, or credit extended by, the Agent or any Bank (or its Applicable Lending Office) or shall impose on the Agent or any Bank (or its Applicable Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition affecting the Eurodollar Rate Loans, the PPA LOC Loan Note or its obligation to make Fixed advance Eurodollar Rate Loans, its Fixed Rate Loans or its Note; and the result of any of the foregoing is to increase the cost to the Agent or such Bank (or its Applicable Lending Office) of making or maintaining continuing any Fixed Eurodollar Rate Loan, Loan or to reduce the amount of any sum received or receivable by the Agent or such Bank (or its Applicable Lending Office) under this Agreement or under its the PPA LOC Loan Note with respect thereto, thereto by an amount deemed by the Bank to be material, then, within 15 days after demand by the Bank, the Borrower agrees to pay to the Bank Agent or such additional amount or amounts as will compensate the Bank for such increased cost or reduction. (b) If the Bank shall have determined that the adoption, after the date hereof, of any applicable law, rule or regulation regarding capital adequacy, 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 (or its Applicable Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Bank's capital as a consequence of its obligations hereunder to a level below that which the Bank could have achieved but for such adoption, change or compliance (taking into consideration the Bank's policies with respect to capital adequacy) by an amount deemed by the Bank to be material, then from the Agent, or such Bank through the Agent, shall deliver to the Company as promptly as practicable a certificate setting forth in reasonable detail the additional amounts that the Agent or such Bank, as the case may be, determines will fully compensate it for such reduction, increased cost or payment and the basis for the determination of such amount; PROVIDED, that the Company shall not be obligated to compensate the Agent or any Bank for the amount of such increased cost incurred with respect to a period of time prior to timethe date which is 90 days before the date on which the Agent first notifies the Company of a claim for such compensation or that an event had occurred which will entitle the Agent or a Bank to such compensation. Any such amount claimed by the Agent or any Bank shall, within 15 in the case of clause (i) above, be net of applicable tax savings, if any, directly attributable thereto. Within 30 days after demand by the BankAgent, the Borrower Company shall pay to such Bank the Agent, for its account or for the account of the applicable Bank, as the case may be, such additional amount shown as due on any such certificate, absent manifest error. (b) In the event that the Agent or amounts any Bank shall determine (which determination shall, absent manifest error, be final and conclusive and binding on all the parties hereto) at any time that the Agent or such Bank is required to maintain reserves in respect of Eurocurrency Liabilities during any period during which any PPA LOC Loan owing to it bears interest based on the Eurodollar Rate (each such period, for the Agent or such Bank, a "EUROCURRENCY RESERVE PERIOD"), but only in respect of any period during which any reserve shall actually be maintained by the Agent or such Bank for any Eurodollar Rate Loan as will a result of a reserve requirement applicable to it under Regulation D in connection with Eurocurrency Liabilities, then the Agent, or such Bank through the Agent, shall promptly give notice to the Company of such determination, and the Company shall directly pay to the Agent, for its account or for the account of the applicable Bank, as the case may be, additional interest on the unpaid principal amount of such PPA LOC Loan during such Eurocurrency Reserve Period at a rate PER ANNUM which shall, during each monthly period applicable to such PPA LOC Loan, be the amount by which (x) the Eurodollar Rate for such monthly period divided (and rounded upward to the next whole multiple of 1/100 of 1%) by a percentage equal to 100% minus the then stated maximum rate of all reserve requirements (including any marginal, emergency, supplemental, special or other reserves) applicable to the Agent or such Bank in respect of Eurocurrency Liabilities exceeds (y) the Eurodollar Rate for such monthly period. The Agent, or such Bank through the Agent, shall furnish along with such notice a certificate setting forth in reasonable detail the cost actually incurred to maintain such reserves and the basis for the determination of such amount; PROVIDED, that the Company shall not be obligated to compensate the Agent or any Bank for the amount of such reductionincreased cost incurred with respect to a period of time prior to the date which is 90 days before the date on which the Agent first notifies the Company of a claim for such compensation or that an event has occurred which will entitle the Agent or a Bank to such compensation. Additional interest payable pursuant to the immediately preceding sentence shall be paid by the Company at the time that it is otherwise required to pay interest in respect of such PPA LOC Loan, or, if later demanded by the Agent or any Bank, promptly on demand. Each of the Agent and the Banks agrees that, if notice is given to the Company of the existence of a Eurocurrency Reserve Period, the Agent, or the applicable Bank through the Agent, shall promptly notify the Company of any termination thereof, at which time the Company shall cease to be obligated to pay additional interest to the Agent or such Bank pursuant to the first sentence of this paragraph until such time, if any, as a subsequent Eurocurrency Reserve Period shall occur. (c) The Agent, and each Bank through the Agent, will promptly notify the Borrower Company of any event of which it has knowledge, occurring after the date hereof, which will entitle the Agent or such Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole judgment of the Agent or such Bank, be otherwise disadvantageous to the Agent or such Bank. A certificate by an officer of the Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall, in the absence of manifest error, constitute PRIMA FACIE evidence of such amount. In determining such amount, the Bank may use any reasonable averaging and attribution methods.

Increased Costs and Reduced Returns. (a) If, after the date hereof, the adoption 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 Banks (or its Applicable their Lending OfficeOffices) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) shall subject the any Bank (or its Applicable Lending Office) to any tax, duty or other charge with respect to (1) its obligation to make Fixed Rate Loans, its Fixed Rate (2) such Loans, or (3) its NoteNotes, or shall change the basis of taxation of payments to the such Bank (or its Applicable Lending Office) of the principal of or interest on its Fixed Rate Loans or in respect of any other amounts amount due under this Agreement, Agreement in respect of its Fixed Rate such Loans or its obligation to make Fixed Rate Loans, Loans (except for changes in the rate taxation of tax on the overall net income of the Bank or its Applicable Lending Office imposed by the jurisdiction in which the such Bank's principal executive office or Applicable Lending Office is located); or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement reserve (including, without limitation, any imposed by the Board of Governors of the Federal Reserve System, but excluding (A) with respect to any CD Loan any such requirement included in an applicable Domestic Reserve Percentage and (B) with respect to any Eurodollar Loan any such requirement included in an applicable Eurodollar the Eurocurrency Reserve Percentage) ), special deposit or similar requirement against assets of, or deposits with or for the account of, or credit extended by, the such Bank (or its Applicable Lending Office) or shall impose on the such Bank (or its Applicable Lending Office) or on the United States market for certificates of deposit or the London interbank eurocurrency market any other condition affecting (1) its obligation to make Fixed Rate Loans, (2) its Fixed Rate Loans or (3) its NoteNotes; or (iii) shall impose, modify or deem applicable any tax, reserve, special deposit or similar requirement against or with respect to or measured by reference to Letters of Credit issued or to be issued hereunder or participations in such Letters of Credit; and the result of any of the foregoing is to increase the cost to the such Bank (or its Applicable Lending Office) of making or maintaining any Fixed Rate Loansuch Loan or issuing, maintaining or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the such Bank (or its Applicable Lending Office) under this Agreement or under its Note Notes with respect theretoany such Loan or any Letter of Credit, by an amount deemed by the such Bank to be material, then, within 15 days after demand by the such Bank, the Borrower agrees Borrowers agree to pay to the such Bank such additional amount or amounts as will compensate the Bank it for such increased cost or reduction. (b) If If, after the date hereof, any Bank shall have determined that the adoption, after the date hereof, adoption of any applicable law, rule or regulation regarding capital adequacy, 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 such Bank (or its Applicable Lending Officeany corporation controlling such Bank) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the such Bank's (or such controlling corporation's) capital as a consequence of its obligations hereunder to a level below that which the such Bank (or such controlling corporation) could have achieved but for such adoption, change or compliance (taking into consideration the such Bank's (or such controlling corporation's) policies with respect to capital adequacy) by an amount deemed by the such Bank to be material, then from time to time, within 15 days after demand by the such Bank, the Borrower Borrowers shall pay to such Bank such additional amount or amounts as will compensate the Bank for such reduction. (c) The Each Bank will promptly notify the Borrower Pentair of any event of which it has knowledge, occurring after the date hereof, which will entitle the such Bank to compensation pursuant to this Section 2.13 and will designate a different Applicable Lending Office (with notice of such designation provided to the Agents) if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole judgment of the such Bank, be otherwise disadvantageous to the such Bank. A certificate by an officer of the each Bank claiming compensation under this Section 2.13 and setting forth the additional amount or amounts to be paid to it hereunder shall, shall be conclusive in the absence of manifest error, constitute PRIMA FACIE evidence of such amount. In determining such amount, the each Bank may use any reasonable averaging and attribution methods.

Increased Costs and Reduced Returns. (a) If, on or after the date hereof, the adoption of any applicable law, rule or regulationApplicable Law, or any change therein, or any change in the interpretation or administration thereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof thereof, or compliance by the Agent or any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) shall subject the Agent or such Bank (or its Applicable Lending Office) to any tax, duty or other charge (other than routine examination fees or Taxes) with respect to the Eurodollar Rate Loans, the CP LOC Loan Note or its obligation to make Fixed or continue Eurodollar Rate Loans, its Fixed Rate Loans, or its Note, or shall change the basis of taxation of payments to the Agent or any Bank (or its Applicable Lending Office) of the principal of or interest on its Fixed Eurodollar Rate Loans or in respect of any other amounts due under this Agreement, Agreement in respect of its Fixed Eurodollar Rate Loans or its obligation to make Fixed or continue Eurodollar Rate Loans, Loans (except for changes in the rate of tax on the overall net income of the l2 Agent or such Bank or its Applicable Lending Office imposed by the federal, state or local jurisdiction in which the Agent's or such Bank's principal executive office or Applicable Lending Office is located); or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, including any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding (A) with respect to any CD Loan any such requirement included in an applicable Domestic Reserve Percentage and (B) with respect to any Eurodollar Rate Loan any such requirement included provided in an applicable Eurodollar Reserve Percentage) Section 2.17(b), against assets of, deposits with or for the account of, or credit extended by, the Agent or any Bank (or its Applicable Lending Office) or shall impose on the Agent or any Bank (or its Applicable Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition affecting the Eurodollar Rate Loans, the CP LOC Loan Note or its obligation to make Fixed advance Eurodollar Rate Loans, its Fixed Rate Loans or its Note; and the result of any of the foregoing is to increase the cost to the Agent or such Bank (or its Applicable Lending Office) of making or maintaining continuing any Fixed Eurodollar Rate Loan, Loan or to reduce the amount of any sum received or receivable by the Agent or such Bank (or its Applicable Lending Office) under this Agreement or under its the CP LOC Loan Note with respect thereto, thereto by an amount deemed by the Bank to be material, then, within 15 days after demand by the Bank, the Borrower agrees to pay to the Bank Agent or such additional amount or amounts as will compensate the Bank for such increased cost or reduction. (b) If the Bank shall have determined that the adoption, after the date hereof, of any applicable law, rule or regulation regarding capital adequacy, 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 (or its Applicable Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Bank's capital as a consequence of its obligations hereunder to a level below that which the Bank could have achieved but for such adoption, change or compliance (taking into consideration the Bank's policies with respect to capital adequacy) by an amount deemed by the Bank to be material, then from the Agent, or such Bank through the Agent, shall deliver to the Company as promptly as practicable a certificate setting forth in reasonable detail the additional amounts that the Agent or such Bank, as the case may be, determines will fully compensate it for such reduction, increased cost or payment and the basis for the determination of such amount; provided, that the Company shall not be obligated to compensate the Agent or any Bank for the amount of such increased cost incurred with respect to a period of time prior to timethe date which is 90 days before the date on which the Agent first notifies the Company of a claim for such compensation or that an event had occurred which will entitle the Agent or a Bank to such compensation. Any such amount claimed by the Agent or any Bank shall, within 15 in the case of clause (i) above, be net of applicable tax savings, if any, directly attributable thereto. Within 30 days after demand by the BankAgent, the Borrower Company shall pay to such Bank the Agent, for its account or for the account of the applicable Bank, as the case may be, such additional amount shown as due on any such certificate, absent manifest error. (b) In the event that the Agent or amounts any Bank shall determine (which determination shall, absent manifest error, be final and conclusive and binding on all the parties hereto) at any time that the Agent or such Bank is required to maintain reserves in respect of Eurocurrency Liabilities during any period during which any CP LOC Loan owing to it bears interest based on the Eurodollar Rate (each such period, for the Agent or such Bank, a "Eurocurrency Reserve Period"), but only in respect of any period during which any reserve shall actually be maintained by the Agent or such Bank for any Eurodollar Rate Loan as will a result of a reserve requirement applicable to it under Regulation D in connection with Eurocurrency Liabilities, then the Agent, or such Bank through the Agent, shall promptly give notice to the Company of such determination, and the Company shall directly pay to the Agent, for its account or for the account of the applicable Bank, as the case may be, additional interest on the unpaid principal amount of such CP LOC Loan during such Eurocurrency Reserve Period at a rate per annum which shall, during each monthly period applicable to such CP LOC Loan, be the amount by which (x) the Eurodollar Rate for such monthly period divided (and rounded upward to the next whole multiple of 1/100 of 1%) by a percentage equal to 100% minus the then stated maximum rate of all reserve requirements (including any marginal, emergency, supplemental, special or other reserves) applicable to the Agent or such Bank in respect of Eurocurrency Liabilities exceeds (y) the Eurodollar Rate for such monthly period. The Agent, or such Bank through the Agent, shall furnish along with such notice a certificate setting forth in reasonable detail the cost actually incurred to maintain such reserves and the basis for the determination of such amount; provided, that the Company shall not be obligated to compensate the Agent or any Bank for the amount of such reductionincreased cost incurred with respect to a period of time prior to the date which is 90 days before the date on which the Agent first notifies the Company of a claim for such compensation or that an event has occurred which will entitle the Agent or a Bank to such compensation. Additional interest payable pursuant to the immediately preceding sentence shall be paid by the Company at the time that it is otherwise required to pay interest in respect of such CP LOC Loan, or, if later demanded by the Agent or any Bank, promptly on demand. Each of the Agent and the Banks agrees that, if notice is given to the Company of the existence of a Eurocurrency Reserve Period, the Agent, or the applicable Bank through the Agent, shall promptly notify the Company of any termination thereof, at which time the Company shall cease to be obligated to pay additional interest to the Agent or such Bank pursuant to the first sentence of this paragraph until such time, if any, as a subsequent Eurocurrency Reserve Period shall occur. (c) The Agent, and each Bank through the Agent, will promptly notify the Borrower Company of any event of which it has knowledge, occurring after the date hereof, which will entitle the Agent or such Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole judgment of the Agent or such Bank, be otherwise disadvantageous to the Agent or such Bank. A certificate by an officer of the Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall, in the absence of manifest error, constitute PRIMA FACIE evidence of such amount. In determining such amount, the Bank may use any reasonable averaging and attribution methods.

Increased Costs and Reduced Returns. (a) If, on or after the date hereof, the adoption of any applicable law, rule or regulationApplicable Law, or any change therein, or any change in the interpretation or administration thereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof thereof, or compliance by the Agent or any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) shall subject the Agent or such Bank (or its Applicable Lending Office) to any tax, duty or other charge (other than routine examination fees or Taxes) with respect to the Eurodollar Rate Loans or its obligation to make Fixed or continue Eurodollar Rate Loans, its Fixed Rate Loans, or its Note, or shall change the basis of taxation of payments to the Agent or any Bank (or its Applicable Lending Office) of the principal of or interest on its Fixed Eurodollar Rate Loans or in respect of any other amounts due under this Agreement, Agreement in respect of its Fixed Eurodollar Rate Loans or its obligation to make Fixed or continue PPA Loans or Eurodollar Rate Loans, Loans (except for changes in the rate of tax on the overall net income of the Agent or such Bank or its Applicable Lending Office imposed by the federal, state or local jurisdiction in which the Agent's or such Bank's principal executive office or Applicable Lending Office is located); or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, including any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding (A) with respect to any CD Loan any such requirement included in an applicable Domestic Reserve Percentage and (B) with respect to any Eurodollar Rate Loan any such requirement included provided in an applicable Eurodollar Reserve Percentage) Section 2.17(b), against assets of, deposits with or for the account of, or credit extended by, the Agent or any Bank (or its Applicable Lending Office) or shall impose on the Agent or any Bank (or its Applicable Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition affecting its obligation to make Fixed Rate Loans, its Fixed the Eurodollar Rate Loans or its Noteobligation to advance Eurodollar Rate Loans; and the result of any of the foregoing is to increase the cost to the Agent or such Bank (or its Applicable Lending Office) of making or maintaining continuing any Fixed Eurodollar Rate Loan, Loan or to reduce the amount of any sum received or receivable by the Agent or such Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, thereto by an amount deemed by the Agent or such Bank to be material, then, within the Agent, or such Bank through the Agent, shall deliver to the Partnership as promptly as practicable a certificate setting forth in reasonable detail the additional amounts that the Agent or such Bank, as the case may be, determines will fully compensate it for such reduction, increased cost or payment and the basis for the determination of such amount; PROVIDED, that the Partnership shall not be obligated to compensate the Agent or any Bank for the amount of such increased cost incurred with respect to a period of time prior to the date which is 90 days before the date on which the Agent first notifies the Partnership of a claim for such compensation or that an event had occurred which will entitle the Agent or a Bank to such compensation. Any such amount claimed by the Agent or any Bank shall, in the case of clause (i) above, be net of applicable tax savings, if any, directly attributable thereto. Within 15 days Business Days after demand by the BankAgent, the Borrower agrees to Partnership shall pay to the Bank Agent, for its account or for the account of the applicable Bank, as the case may be, such additional amount or amounts shown as will compensate the Bank for due on any such increased cost or reductioncertificate, absent manifest error. (b) If In the event that the Agent or any Bank shall have determined determine (which determination shall, absent manifest error, be final and conclusive and binding on all the parties hereto) at any time that the adoptionAgent or such Bank is required to maintain reserves in respect of Eurocurrency Liabilities during any period during which any PPA Loan owing to it bears interest based on the Eurodollar Rate (each such period, after for the date hereofAgent or such Bank, a "EUROCURRENCY RESERVE PERIOD"), but only in respect of any period during which any reserve shall actually be maintained by the Agent or such Bank for any Eurodollar Rate Loan as a result of a reserve requirement applicable lawto it under Regulation D in connection with Eurocurrency Liabilities, rule or regulation regarding capital adequacythen the Agent, or such Bank through the Agent, shall promptly give notice to the Partnership of such determination, and the Partnership shall directly pay to the Agent, for its account or for the account of the applicable Bank, as the case may be, additional interest on the unpaid principal amount of such PPA Loan during such Eurocurrency Reserve Period at a rate PER ANNUM which shall, during each monthly period applicable to such PPA Loan, be the amount by which (x) the Eurodollar Rate for such monthly period divided (and rounded upward to the next whole multiple of 1/100 of 1%) by a percentage equal to 100% minus the then stated maximum rate of all reserve requirements (including any change thereinmarginal, emergency, supplemental, special or other reserves) applicable to the Agent or such Bank in respect of Eurocurrency Liabilities exceeds (y) the Eurodollar Rate for such monthly period. The Agent, or such Bank through the Agent, shall furnish along with such notice a certificate setting forth in reasonable detail the cost actually incurred to maintain such reserves and the basis for the determination of such amount; PROVIDED, that the Partnership shall not be obligated to compensate the Agent or any change in Bank for 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 (or its Applicable Lending Office) with any request or directive regarding capital adequacy (whether or not having the force amount of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Bank's capital as a consequence of its obligations hereunder to a level below that which the Bank could have achieved but for such adoption, change or compliance (taking into consideration the Bank's policies increased cost incurred with respect to capital adequacy) by a period of time prior to the date which is 90 days before the date on which the Agent first notifies the Partnership of a claim for such compensation or that an amount deemed event has occurred which will entitle the Agent or a Bank to such compensation. Additional interest payable pursuant to the immediately preceding sentence shall be paid by the Partnership at the time that it is otherwise required to pay interest in respect of such PPA Loan, or, if later demanded by the Agent or any Bank, promptly on demand. Each of the Agent and the Banks agrees that, if notice is given to the Partnership of the existence of a Eurocurrency Reserve Period, the Agent, or the applicable Bank through the Agent, shall promptly notify the Partnership of any termination thereof, at which time the Partnership shall cease to be material, then from time obligated to pay additional interest to the Agent or such Bank pursuant to the first sentence of this paragraph until such time, within 15 days after demand by the Bankif any, the Borrower as a subsequent Eurocurrency Reserve Period shall pay to such Bank such additional amount or amounts as will compensate the Bank for such reductionoccur. (c) The Agent, and each Bank through the Agent, will promptly notify the Borrower Partnership of any event of which it has knowledge, occurring after the date hereof, which will entitle the Agent or such Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole judgment of the Agent or such Bank, be otherwise disadvantageous to the Agent or such Bank. A certificate by an officer of the Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall, in the absence of manifest error, constitute PRIMA FACIE evidence of such amount. In determining such amount, the Bank may use any reasonable averaging and attribution methods.

Increased Costs and Reduced Returns. (a) If, on or after the date hereof, the adoption of any applicable law, rule or regulationApplicable Law, or any change therein, or any change in the interpretation or administration thereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof thereof, or compliance by the Agent or any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) shall subject the Agent or such Bank (or its Applicable Lending Office) to any tax, duty or other charge (other than routine examination fees or Taxes) with respect to the Eurodollar Rate Loans or its obligation to make Fixed or continue Eurodollar Rate Loans, its Fixed Rate Loans, or its Note, or shall change the basis of taxation of payments to the Agent or any Bank (or its Applicable Lending Office) of the principal of or interest on its Fixed Eurodollar Rate Loans or in respect of any other amounts due under this Agreement, Agreement in respect of its Fixed Eurodollar Rate Loans or its obligation to make Fixed or continue DSR Loans or Eurodollar Rate Loans, Loans (except for changes in the rate of tax on the overall net income of the Agent or such Bank or its Applicable Lending Office imposed by the federal, state or local jurisdiction in which the Agent's or such Bank's principal executive office or Applicable Lending Office is located); or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, including any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding (A) with respect to any CD Loan any such requirement included in an applicable Domestic Reserve Percentage and (B) with respect to any Eurodollar Rate Loan any such requirement included provided in an applicable Eurodollar Reserve Percentage) Section 2.17(b), against assets of, deposits with or for the account of, or credit extended by, the Agent or any Bank (or its Applicable Lending Office) or shall impose on the Agent or any Bank (or its Applicable Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition affecting its obligation to make Fixed Rate Loans, its Fixed the Eurodollar Rate Loans or its Noteobligation to advance Eurodollar Rate Loans; and the result of any of the foregoing is to increase the cost to the Agent or such Bank (or its Applicable Lending Office) of making or maintaining continuing any Fixed Eurodollar Rate Loan, Loan or to reduce the amount of any sum received or receivable by the Agent or such Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, thereto by an amount deemed by the Agent or such Bank to be material, then, within the Agent, or such Bank through the Agent, shall deliver to the Partnership as promptly as practicable a certificate setting forth in reasonable detail the additional amounts that the Agent or such Bank, as the case may be, determines will fully compensate it for such reduction, increased cost or payment and the basis for the determination of such amount; PROVIDED, that the Partnership shall not be obligated to compensate the Agent or any Bank for the amount of such increased cost incurred with respect to a period of time prior to the date which is 90 days before the date on which the Agent first notifies the Partnership of a claim for such compensation or that an event had occurred which will entitle the Agent or a Bank to such compensation. Any such amount claimed by the Agent or any Bank shall, in the case of clause (i) above, be net of applicable tax savings, if any, directly attributable thereto. Within 15 days Business Days after demand by the BankAgent, the Borrower agrees to Partnership shall pay to the Bank Agent, for its account or for the account of the applicable Bank, as the case may be, such additional amount or amounts shown as will compensate the Bank for due on any such increased cost or reductioncertificate, absent manifest error. (b) If In the event that the Agent or any Bank shall have determined determine (which determination shall, absent manifest error, be final and conclusive and binding on all the parties hereto) at any time that the adoptionAgent or such Bank is required to maintain reserves in respect of Eurocurrency Liabilities during any period during which any DSR Loan owing to it bears interest based on the Eurodollar Rate (each such period, after for the date hereofAgent or such Bank, a "EUROCURRENCY RESERVE PERIOD"), but only in respect of any period during which any reserve shall actually be maintained by the Agent or such Bank for any Eurodollar Rate Loan as a result of a reserve requirement applicable lawto it under Regulation D in connection with Eurocurrency Liabilities, rule or regulation regarding capital adequacythen the Agent, or such Bank through the Agent, shall promptly give notice to the Partnership of such determination, and the Partnership shall directly pay to the Agent, for its account or for the account of the applicable Bank, as the case may be, additional interest on the unpaid principal amount of such DSR Loan during such Eurocurrency Reserve Period at a rate PER ANNUM which shall, during each monthly period applicable to such DSR Loan, be the amount by which (x) the Eurodollar Rate for such monthly period divided (and rounded upward to the next whole multiple of 1/100 of 1%) by a percentage equal to 100% minus the then stated maximum rate of all reserve requirements (including any change thereinmarginal, emergency, supplemental, special or other reserves) applicable to the Agent or such Bank in respect of Eurocurrency Liabilities exceeds (y) the Eurodollar Rate for such monthly period. The Agent, or such Bank through the Agent, shall furnish along with such notice a certificate setting forth in reasonable detail the cost actually incurred to maintain such reserves and the basis for the determination of such amount; PROVIDED, that the Partnership shall not be obligated to compensate the Agent or any change in Bank for 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 (or its Applicable Lending Office) with any request or directive regarding capital adequacy (whether or not having the force amount of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Bank's capital as a consequence of its obligations hereunder to a level below that which the Bank could have achieved but for such adoption, change or compliance (taking into consideration the Bank's policies increased cost incurred with respect to capital adequacy) by a period of time prior to the date which is 90 days before the date on which the Agent first notifies the Partnership of a claim for such compensation or that an amount deemed event has occurred which will entitle the Agent or a Bank to such compensation. Additional interest payable pursuant to the immediately preceding sentence shall be paid by the Partnership at the time that it is otherwise required to pay interest in respect of such DSR Loan, or, if later demanded by the Agent or any Bank, promptly on demand. Each of the Agent and the Banks agrees that, if notice is given to the Partnership of the existence of a Eurocurrency Reserve Period, the Agent, or the applicable Bank through the Agent, shall promptly notify the Partnership of any termination thereof, at which time the Partnership shall cease to be material, then from time obligated to pay additional interest to the Agent or such Bank pursuant to the first sentence of this paragraph until such time, within 15 days after demand by the Bankif any, the Borrower as a subsequent Eurocurrency Reserve Period shall pay to such Bank such additional amount or amounts as will compensate the Bank for such reductionoccur. (c) The Agent, and each Bank through the Agent, will promptly notify the Borrower Partnership of any event of which it has knowledge, occurring after the date hereof, which will entitle the Agent or such Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole judgment of the Agent or such Bank, be otherwise disadvantageous to the Agent or such Bank. A certificate by an officer of the Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall, in the absence of manifest error, constitute PRIMA FACIE evidence of such amount. In determining such amount, the Bank may use any reasonable averaging and attribution methods.

Increased Costs and Reduced Returns. (a) If, on or after the date hereof, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof thereof, or compliance by the Agent or any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) shall subject the Agent or such Bank (or its Applicable Lending Office) to any tax, duty or other charge (other than routine examination fees or Taxes) with respect to the Eurodollar Rate Loans, the Notes or its obligation to make Fixed Eurodollar Rate Loans, its Fixed Rate Loans, or its Note, or shall change the basis of taxation of payments to the Agent or any Bank (or its Applicable Lending Office) of the principal of or interest on its Fixed Eurodollar Rate Loans or in respect of any other amounts due under this Agreement, Agreement in respect of its Fixed Eurodollar Rate Loans or its obligation to make Fixed Eurodollar Rate Loans, Loans (except for changes in the rate of tax on the overall net income of the Agent or such Bank or its Applicable Lending Office imposed by the federal, state or local jurisdiction in which the Agent's or such Bank's principal executive office or Applicable Lending Office is located); or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, including any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding (A) with respect to any CD Loan any such requirement included in an applicable Domestic Reserve Percentage and (B) with respect to any Eurodollar Rate Loan any such requirement included provided in an applicable Eurodollar Reserve PercentageSection 2.15(b) against assets of, deposits with or for the account of, or credit extended by, the Agent or any Bank (or its Applicable Lending Office) or shall impose on the Agent or any Bank (or its Applicable Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition affecting the Eurodollar Rate Loans, the Note or its obligation to make Fixed Eurodollar Rate Loans, its Fixed Rate Loans or its Note; and the result of any of the foregoing is to increase the cost to the Agent or such Bank (or its Applicable Lending Office) of making or maintaining any Fixed Eurodollar Rate Loan, or to reduce the amount of any sum received or receivable by the Agent or such Bank (or its Applicable Lending Office) under this Agreement or under its the Note with respect thereto, thereto by an amount deemed by the Agent or such Bank to be material, then, within 15 the Agent, or such Bank through the Agent, shall deliver to the Borrower as promptly as practicable a certificate setting forth in reasonable detail additional amounts that the Agent or such Bank, as the case may be, determines will fully compensate it for such reduction, increased cost or payment and the basis for the determination of such amount, PROVIDED, that the Borrower shall not be obligated to compensate the Agent or any Bank for the amount of such increased cost incurred with respect to a period of time prior to the date which is 90 days before the date on which the Agent first notifies the Borrower of a claim for such compensation or that an event had occurred which will entitle the Agent or a Bank to such compensation. Any such amount claimed by the Agent or any Bank shall, in the case of clause (i) above, be net of applicable tax savings, if any, directly attributable thereto. Within 30 days after demand by the Bank, the Borrower agrees to pay to the Bank such additional amount or amounts as will compensate the Bank for such increased cost or reduction. (b) If the Bank shall have determined that the adoption, after the date hereof, of any applicable law, rule or regulation regarding capital adequacy, 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 (or its Applicable Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Bank's capital as a consequence of its obligations hereunder to a level below that which the Bank could have achieved but for such adoption, change or compliance (taking into consideration the Bank's policies with respect to capital adequacy) by an amount deemed by the Bank to be material, then from time to time, within 15 days after demand by the BankAgent, the Borrower shall pay to such Bank the Agent, for its account or for the account of the applicable Bank, as the case may be, such additional amount shown as due on any such certificate, absent manifest error. (b) In the event that the Agent or amounts any Bank shall determine (which determination shall, absent manifest error, be final and conclusive and binding on all the parties hereto) at any time that the Agent or such Bank is required to maintain reserves in respect of Eurocurrency Liabilities during any period during which any Loan made by it bears interest based on the Eurodollar Rate (each such period, for the Agent or such Bank, a "EUROCURRENCY RESERVE PERIOD"), but only in respect of any period during which any reserve shall actually be maintained by the Agent or such Bank for any Eurodollar Rate Loan as will a result of a reserve requirement applicable to it under Regulation D in connection with Eurocurrency Liabilities, then the Agent, or such Bank through the Agent, shall promptly give notice to the Borrower of such determination, and the Borrower shall directly pay to the Agent, for its account or for the account of the applicable Bank, as the case may be, additional interest on the unpaid principal amount of such Loan during such Eurocurrency Reserve Period at a rate PER ANNUM which shall, during each monthly period applicable to such Loan, be the amount by which (x) the Eurodollar Rate for such monthly period divided (and rounded upward to the next whole multiple of 1/100 of 1%) by a percentage equal to 100% minus the then stated maximum rate of all reserve requirements (including any marginal, emergency, supplemental, special or other reserves) applicable to the Agent or such Bank in respect of Eurocurrency Liabilities exceeds (y) the Eurodollar Rate for such monthly period. The Agent, or such Bank through the Agent, shall furnish along with such notice a certificate setting forth in reasonable detail the cost actually incurred to maintain such reserves and the basis for the determination of such amount, PROVIDED that the Borrower shall not be obligated to compensate the Agent or any Bank for the amount of such reductionincreased cost incurred with respect to a period of time prior to the date which is 90 days before the date on which the Agent first notifies the Borrower of a claim for such compensation or that an event has occurred which will entitle the Agent or a Bank to such compensation. Additional interest payable pursuant to the immediately preceding sentence shall be paid by the Borrower at the time that it is otherwise required to pay interest in respect of such Loan or, if later demanded by the Agent or any Bank, promptly on demand. Each of the Agent and the Banks agrees that, if notice is given to the Borrower of the existence of a Eurocurrency Reserve Period, the Agent, or the applicable Bank through the Agent, shall promptly notify the Borrower of any termination thereof, at which time the Borrower shall cease to be obligated to pay additional interest to the Agent or such Bank pursuant to the first sentence of this paragraph until such time, if any, as a subsequent Eurocurrency Reserve Period shall occur. (c) The Agent, and each Bank through the Agent, will promptly notify the Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle the Agent or such Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole judgment of the Agent or such Bank, be otherwise disadvantageous to the Agent or such Bank. A certificate by an officer of the Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall, in the absence of manifest error, constitute PRIMA FACIE evidence of such amount. In determining such amount, the Bank may use any reasonable averaging and attribution methods.

Increased Costs and Reduced Returns. (a) If, after the date hereof, the adoption 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 control bank or comparable agency charged with the interpretation or administration thereof or compliance by the Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) shall subject the Bank (or its Applicable Lending Office) to any tax, duty or other charge with respect to (1) its obligation to make Fixed Rate Loans or Daily Pricing Loans, its Fixed Rate (2) such Loans, or its (3) the Note, or shall change the basis of taxation of payments to the Bank (or its Applicable Lending Office) of the principal of or interest on its the Fixed Rate Loans or the Daily Pricing Loans or in respect of any other amounts amount due under this Agreement, Agreement in respect of its Fixed Rate such Loans or its obligation to make Fixed Rate Loans, Loans or Daily Pricing Loans (except for changes in the rate taxation of tax on the overall net income of the Bank or its Applicable Lending Office imposed by the jurisdiction in which the Bank's principal executive office or Applicable Lending Office is located); or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement reserve (including, without limitation, any imposed by the Board of Governors of the Federal Reserve System, but excluding (A) with respect to any CD Loan any such requirement included in an applicable Domestic Reserve Percentage and (B) with respect to any Eurodollar Loan any such requirement included in an applicable the Eurodollar Reserve Percentage) ), special deposit or similar requirement against assets of, or deposits with or for the account of, or credit extended by, the Bank (or its Applicable Lending Office) or shall impose on the Bank (or its Applicable Lending Office) or on the United States market for certificates of deposit or the London interbank eurodollar market any other condition affecting (1) its obligation to make Fixed Rate Loans or Daily Pricing Loans, (2) its Fixed Rate Loans or (3) its Note; and the result of any of the foregoing is to increase the cost to the Bank (or its Applicable Lending Office) of making or maintaining any Fixed Rate such Loan, or to reduce the amount of any sum received or receivable by the Bank (or its Applicable Lending Office) under this Agreement or under its the Note with respect theretoany such Loan, by an amount deemed by the Bank to be material, then, within 15 days after demand by the Bank, the Borrower agrees to pay to the Bank such additional amount or amounts as will compensate the Bank it for such increased cost or reduction. (b) If If, after the date hereof, the Bank shall have determined that the adoption, after the date hereof, adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any an' governmental authority, central bank or comparable agency charged with the interpretation or administration on thereof, or compliance by the Bank (or its Applicable Lending Officeany corporation controlling the Bank) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Bank's (or such controlling corporation's) capital as a consequence of its obligations hereunder to a level below that which the Bank (or such controlling corporation) could have achieved but for such adoption, change or compliance (taking into consideration the Bank's (or such controlling corporation's) policies with respect to capital adequacy) by an amount deemed by the Bank to be material, then from time to time, within 15 days after demand by the Bank, the Borrower shall pay to such the Bank such additional amount or amounts as will compensate the Bank for such reduction. (c) The Bank will promptly notify the Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle the Bank to compensation pursuant to this Section 2.12 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole judgment of the Bank, be otherwise disadvantageous to the Bank. A certificate by an officer of the Bank claiming compensation under this Section 2.13 and setting forth the additional amount or amounts to be paid to it hereunder shall, shall be conclusive in the absence of manifest error, constitute PRIMA FACIE evidence of such amount. In determining such amount, the Bank may use any reasonable averaging and attribution methods.

Increased Costs and Reduced Returns. (a) If, after the date hereof, the adoption 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 (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) shall subject the Bank (or its Applicable Lending Office) to any tax, duty or other charge with respect to its obligation to make Fixed Rate making Eurodollar Loans, its Fixed Rate Loans, or its Note, or shall change the basis of taxation of payments to the Bank (or its Applicable Lending Office) of the principal of or interest on its Fixed Rate Eurodollar Loans or in respect of any other amounts due under this Agreement, in respect of its Fixed Rate Loans or its obligation to make Fixed Rate Eurodollar Loans, (except for changes in the rate of tax on the overall net income of the Bank or its Applicable Lending Office imposed by the jurisdiction in which the Bank's principal executive office Principal Office or Applicable Lending Office is located); or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, any imposed by the Board of Governors of the Federal Reserve System, but excluding (A) with respect to any CD Loan any such requirement included in an applicable Domestic Reserve Percentage and (B) with respect to any Eurodollar Loan any such requirement included in an applicable Eurodollar Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, the Bank (or its Applicable Lending Office) or shall impose on the Bank (or its Applicable Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition affecting its obligation to make Fixed Rate Loans, its Fixed Rate making of Eurodollar Loans or its Notethe Letter of Credit; and the result of any of the foregoing is to increase the cost to the Bank (or its Applicable Lending Office) of making or maintaining any Fixed Rate LoanEurodollar Loan or the Letter of Credit, or to reduce the amount of any sum received or receivable by the Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, by an amount deemed by the Bank to be material, then, within 15 days after demand by the Bank, the Borrower agrees to pay to the Bank such additional amount or amounts as will compensate the Bank for such increased cost or reduction. (b) If the Bank shall have determined that the adoptionthat, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, 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 (or its Applicable Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Bank's capital of the Bank (or its Parent) as a consequence of its obligations this Agreement, any Loans made hereunder or the issuance of the Letter of Credit to a level below that which the Bank (or its Parent) could have achieved but for such adoption, change or compliance (taking into consideration the Bank's policies with respect to capital adequacy) by an amount deemed by the Bank to be material, then from time to time, within 15 days after demand by the Bank, the Borrower shall pay to such the Bank (or its Parent) such additional amount or amounts as will compensate the Bank for such reduction. (c) The Bank will promptly notify the Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle the Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of the Bank, be otherwise disadvantageous to the Bank. A certificate by an officer of the Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall, shall be conclusive in the absence of manifest error, constitute PRIMA FACIE evidence of such amount. In determining such amount, the Bank may use any reasonable averaging and attribution methods.

Increased Costs and Reduced Returns. (a) If, on or after the date hereof, the adoption of any applicable law, rule or regulationApplicable Law, or any change therein, or any change in the interpretation or administration thereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof thereof, or compliance by the Agent or any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) shall subject the Agent or such Bank (or its Applicable Lending Office) to any tax, duty or other charge (other than routine examination fees or Taxes) with respect to the Eurodollar Rate Loans, the DSR Notes or its obligation to make Fixed or continue Eurodollar Rate Loans, its Fixed Rate Loans, or its Note, or shall change the basis of taxation of payments to the Agent or any Bank (or its Applicable Lending Office) of the principal of or interest on its Fixed Eurodollar Rate Loans or in respect of any other amounts due under this Agreement, Agreement in respect of its Fixed Eurodollar Rate Loans or its obligation to make Fixed or continue DSR Loans or Eurodollar Rate Loans, Loans (except for changes in the rate of tax on the overall net income of the Agent or such Bank or its Applicable Lending Office imposed by the federal, state or local jurisdiction in which the Agent's or such Bank's principal executive office or Applicable Lending Office is located); or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, including any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding (A) with respect to any CD Loan any such requirement included in an applicable Domestic Reserve Percentage and (B) with respect to any Eurodollar Rate Loan any such requirement included provided in an applicable Eurodollar Reserve Percentage) Section 2.17(b)), against assets of, deposits with or for the account of, or credit extended by, the Agent or any Bank (or its Applicable Lending Office) or shall impose on the Agent or any Bank (or its Applicable Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition affecting the Eurodollar Rate Loans, the DSR Notes or its obligation to make Fixed advance Eurodollar Rate Loans, its Fixed Rate Loans or its Note; and the result of any of the foregoing is to increase the cost to the Agent or such Bank (or its Applicable Lending Office) of making or maintaining continuing any Fixed Eurodollar Rate Loan, Loan or to reduce the amount of any sum received or receivable by the Agent or such Bank (or its Applicable Lending Office) under this Agreement or under its Note the DSR Notes with respect thereto, thereto by an amount deemed by the Agent or such Bank to be material, then, within 15 the Agent, or such Bank through the Agent, shall deliver to the Company as promptly as practicable a certificate setting forth in reasonable detail the additional amounts that the Agent or such Bank, as the case may be, determines will fully compensate it for such reduction, increased cost or payment and the basis for the determination of such amount; PROVIDED, that the Company shall not be obligated to compensate the Agent or any Bank for the amount of such increased cost incurred with respect to a period of time prior to the date which is 90 days before the date on which the Agent first notifies the Company of a claim for such compensation or that an event had occurred which will entitle the Agent or a Bank to such compensation. Any such amount claimed by the Agent or any Bank shall, in the case of clause (i) above, be net of applicable tax savings, if any, directly attributable thereto. Within 30 days after demand by the BankAgent, the Borrower agrees to Company shall pay to the Bank Agent, for its account or for the account of the applicable Bank, as the case may be, such additional amount or amounts shown as will compensate the Bank for due on any such increased cost or reductioncertificate, absent manifest error. (b) If In the event that the Agent or any Bank shall have determined determine (which determination shall, absent manifest error, be final and conclusive and binding on all the parties hereto) at any time that the adoptionAgent or such Bank is required to maintain reserves in respect of Eurocurrency Liabilities during any period during which any DSR Loan owing to it bears interest based on the Eurodollar Rate (each such period, after for the date hereofAgent or such Bank, a "EUROCURRENCY RESERVE PERIOD"), but only in respect of any period during which any reserve shall actually be maintained by the Agent or such Bank for any Eurodollar Rate Loan as a result of a reserve requirement applicable lawto it under Regulation D in connection with Eurocurrency Liabilities, rule or regulation regarding capital adequacythen the Agent, or such Bank through the Agent, shall promptly give notice to the Company of such determination, and the Company shall directly pay to the Agent, for its account or for the account of the applicable Bank, as the case may be, additional interest on the unpaid principal amount of such DSR Loan during such Eurocurrency Reserve Period at a rate PER ANNUM which shall, during each monthly period applicable to such DSR Loan, be the amount by which (x) the Eurodollar Rate for such monthly period divided (and rounded upward to the next whole multiple of 1/100 of 1%) by a percentage equal to 100% minus the then stated maximum rate of all reserve requirements (including any change thereinmarginal, emergency, supplemental, special or other reserves) applicable to the Agent or such Bank in respect of Eurocurrency Liabilities exceeds (y) the Eurodollar Rate for such monthly period. The Agent, or such Bank through the Agent, shall furnish along with such notice a certificate setting forth in reasonable detail the cost actually incurred to maintain such reserves and the basis for the determination of such amount; PROVIDED, that the Company shall not be obligated to compensate the Agent or any change in Bank for 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 (or its Applicable Lending Office) with any request or directive regarding capital adequacy (whether or not having the force amount of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Bank's capital as a consequence of its obligations hereunder to a level below that which the Bank could have achieved but for such adoption, change or compliance (taking into consideration the Bank's policies increased cost incurred with respect to capital adequacy) by a period of time prior to the date which is 90 days before the date on which the Agent first notifies the Company of a claim for such compensation or that an amount deemed event has occurred which will entitle the Agent or a Bank to such compensation. Additional interest payable pursuant to the immediately preceding sentence shall be paid by the Company at the time that it is otherwise required to pay interest in respect of such DSR Loan, or, if later demanded by the Agent or any Bank, promptly on demand. Each of the Agent and the Banks agrees that, if notice is given to the Company of the existence of a Eurocurrency Reserve Period, the Agent, or the applicable Bank through the Agent, shall promptly notify the Company of any termination thereof, at which time the Company shall cease to be material, then from time obligated to pay additional interest to the Agent or such Bank pursuant to the first sentence of this paragraph until such time, within 15 days after demand by the Bankif any, the Borrower as a subsequent Eurocurrency Reserve Period shall pay to such Bank such additional amount or amounts as will compensate the Bank for such reductionoccur. (c) The Agent, and each Bank through the Agent, will promptly notify the Borrower Company of any event of which it has knowledge, occurring after the date hereof, which will entitle the Agent or such Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole judgment of the Agent or such Bank, be otherwise disadvantageous to the Agent or such Bank. A certificate by an officer of the Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall, in the absence of manifest error, constitute PRIMA FACIE evidence of such amount. In determining such amount, the Bank may use any reasonable averaging and attribution methods.

Increased Costs and Reduced Returns. (a) If, on or after the date hereof, the adoption of any applicable law, rule or regulationApplicable Law, or any change therein, or any change in the interpretation or administration thereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof thereof, or compliance by the Agent or any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) shall subject the Agent or such Bank (or its Applicable Lending Office) to any tax, duty or other charge (other than routine examination fees or Taxes) with respect to the Eurodollar Rate Loans, the DSR Notes or its obligation to make Fixed or continue Eurodollar Rate Loans, its Fixed Rate Loans, or its Note, or shall change the basis of taxation of payments to the Agent or any Bank (or its Applicable Lending Office) of the principal of or interest on its Fixed Eurodollar Rate Loans or in respect of any other amounts due under this Agreement, Agreement in respect of its Fixed Eurodollar Rate Loans or its obligation to make Fixed or continue DSR Loans or Eurodollar Rate Loans, Loans (except for changes in the rate of tax on the overall net income of the Agent or such Bank or its Applicable Lending Office imposed by the federal, state or local jurisdiction in which the Agent's or such Bank's principal executive office or Applicable Lending Office is located); or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, including any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding (A) with respect to any CD Loan any such requirement included in an applicable Domestic Reserve Percentage and (B) with respect to any Eurodollar Rate Loan any such requirement included provided in an applicable Eurodollar Reserve Percentage) Section 2.17(b)), against assets of, deposits with or for the account of, or credit extended by, the Agent or any Bank (or its Applicable Lending Office) or shall impose on the Agent or any Bank (or its Applicable Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition affecting the Eurodollar Rate Loans, the DSR Notes or its obligation to make Fixed advance Eurodollar Rate Loans, its Fixed Rate Loans or its Note; and the result of any of the foregoing is to increase the cost to the Agent or such Bank (or its Applicable Lending Office) of making or maintaining continuing any Fixed Eurodollar Rate Loan, Loan or to reduce the amount of any sum received or receivable by the Agent or such Bank (or its Applicable Lending Office) under this Agreement or under its Note the DSR Notes with respect thereto, thereto by an amount deemed by the Agent or such Bank to be material, then, within 15 the Agent, or such Bank through the Agent, shall deliver to the Company as promptly as practicable a certificate setting forth in reasonable detail the additional amounts that the Agent or such Bank, as the case may be, determines will fully compensate it for such reduction, increased cost or payment and the basis for the determination of such amount; provided, that the Company shall not be obligated to compensate the Agent or any Bank for the amount of such increased cost incurred with respect to a period of time prior to the date which is 90 days before the date on which the Agent first notifies the Company of a claim for such compensation or that an event had occurred which will entitle the Agent or a Bank to such compensation. Any such amount claimed by the Agent or any Bank shall, in the case of clause (i) above, be net of applicable tax savings, if any, directly attributable thereto. Within 30 days after demand by the BankAgent, the Borrower agrees to Company shall pay to the Bank Agent, for its account or for the account of the applicable Bank, as the case may be, such additional amount or amounts shown as will compensate the Bank for due on any such increased cost or reductioncertificate, absent manifest error. (b) If In the event that the Agent or any Bank shall have determined determine (which determination shall, absent manifest error, be final and conclusive and binding on all the parties hereto) at any time that the adoptionAgent or such Bank is required to maintain reserves in respect of Eurocurrency Liabilities during any period during which any DSR Loan owing to it bears interest based on the Eurodollar Rate (each such period, after for the date hereofAgent or such Bank, a "Eurocurrency Reserve Period"), but only in respect of any period during which any reserve shall actually be maintained by the Agent or such Bank for any Eurodollar Rate Loan as a result of a reserve requirement applicable lawto it under Regulation D in connection with Eurocurrency Liabilities, rule or regulation regarding capital adequacythen the Agent, or such Bank through the Agent, shall promptly give notice to the Company of such determination, and the Company shall directly pay to the Agent, for its account or for the account of the applicable Bank, as the case may be, additional interest on the unpaid principal amount of such DSR Loan during such Eurocurrency Reserve Period at a rate per annum which shall, during each monthly period applicable to such DSR Loan, be the amount by which (x) the Eurodollar Rate for such monthly period divided (and rounded upward to the next whole multiple of 1/100 of 1%) by a percentage equal to 100% minus the then stated maximum rate of all reserve requirements (including any change thereinmarginal, emergency, supplemental, special or other reserves) applicable to the Agent or such Bank in respect of Eurocurrency Liabilities exceeds (y) the Eurodollar Rate for such monthly period. The Agent, or such Bank through the Agent, shall furnish along with such notice a certificate setting forth in reasonable detail the cost actually incurred to maintain such reserves and the basis for the determination of such amount; provided, that the Company shall not be obligated to compensate the Agent or any change in Bank for 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 (or its Applicable Lending Office) with any request or directive regarding capital adequacy (whether or not having the force amount of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Bank's capital as a consequence of its obligations hereunder to a level below that which the Bank could have achieved but for such adoption, change or compliance (taking into consideration the Bank's policies increased cost incurred with respect to capital adequacy) by a period of time prior to the date which is 90 days before the date on which the Agent first notifies the Company of a claim for such compensation or that an amount deemed event has occurred which will entitle the Agent or a Bank to such compensation. Additional interest payable pursuant to the immediately preceding sentence shall be paid by the Company at the time that it is otherwise required to pay interest in respect of such DSR Loan, or, if later demanded by the Agent or any Bank, promptly on demand. Each of the Agent and the Banks agrees that, if notice is given to the Company of the existence of a Eurocurrency Reserve Period, the Agent, or the applicable Bank through the Agent, shall promptly notify the Company of any termination thereof, at which time the Company shall cease to be material, then from time obligated to pay additional interest to the Agent or such Bank pursuant to the first sentence of this paragraph until such time, within 15 days after demand by the Bankif any, the Borrower as a subsequent Eurocurrency Reserve Period shall pay to such Bank such additional amount or amounts as will compensate the Bank for such reductionoccur. (c) The Agent, and each Bank through the Agent, will promptly notify the Borrower Company of any event of which it has knowledge, occurring after the date hereof, which will entitle the Agent or such Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole judgment of the Agent or such Bank, be otherwise disadvantageous to the Agent or such Bank. A certificate by an officer of the Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall, in the absence of manifest error, constitute PRIMA FACIE evidence of such amount. In determining such amount, the Bank may use any reasonable averaging and attribution methods.