Common use of Reserve Requirements; Change in Circumstances Clause in Contracts

Reserve Requirements; Change in Circumstances. (a) It is understood that the cost to each Lender (including the Administrative Agent) of making or maintaining any of the Eurodollar Loans, Base Rate Loans (to the extent that the rate is determined pursuant to clause (iii) of the definition thereof) may fluctuate as a result of the applicability of reserve requirements imposed by the Board at the ratios provided for in Regulation D. The Borrower agrees to pay to each of such Lenders from time to time, as provided in paragraph (b) below, such amounts as shall be necessary to compensate such Lender for the portion of the cost of making or maintaining Eurodollar Loans and Base Rate Loans to the Borrower resulting from any such reserve requirements provided for in Regulation D as in effect on the date thereof, it being understood that the rates of interest applicable to Eurodollar Loans have been determined on the assumption that no such reserve requirements exist or will exist and that such rates do not reflect costs imposed on the Lenders in connection with such reserve requirements. It is agreed that for purposes of this paragraph (a) the Eurodollar Loans made hereunder shall be deemed to constitute Eurocurrency Liabilities as defined in Regulation D and to be subject to the reserve requirements of Regulation D without the benefit of or credit for proration, exemptions or offsets which might otherwise be available to the Lenders from time to time under Regulation D. (b) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall (x) subject any Lender (including the Administrative Agent) to any tax of any kind whatsoever with respect to this Agreement or any Eurodollar Loan made by it, or change the basis of taxation of payments to such Lender (including the Administrative Agent) in respect thereof (other than (A) taxes imposed on or with respect to any payment made by the Borrower under any Loan Document, including Taxes covered by Section 2.17, and (B) Other Connection Taxes on gross or net income, profits or revenue (including value-added or similar taxes)), or (y) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Lender, or shall impose on such Lender or the London interbank market any other condition affecting this Agreement or any Eurodollar Loan made by such Lender hereunder, and the result of any of the foregoing in clause (x) or (y) shall be to increase the cost to such Lender or the Administrative Agent of making or maintaining any Eurodollar Loan or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) in respect thereof by an amount deemed by such Lender to be material, then the Borrower will pay to such Lender upon demand such additional amount or amounts as will compensate such Lender for such additional costs actually incurred or reduction actually suffered. (c) If after the date hereof any Lender (including the Administrative Agent) shall have determined that the adoption after the date hereof of any other generally applicable law, rule, regulation or guideline regarding capital adequacy or liquidity, or any change in any of the foregoing or in the interpretation, applicability or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or any Lender’s holding company with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Loans made by such Lender pursuant hereto to a level below that which such Lender or such Lender’s holding company could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy or liquidity) by an amount deemed by such Lender to be material, then from time to time, the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered. (d) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law, regardless of the date enacted, adopted, issued or implemented. (e) A certificate of a Lender (including the Administrative Agent) setting forth a reasonably detailed explanation of such amount or amounts as shall be necessary to compensate such Lender (or participating banks or other entities pursuant to Section 9.04) as specified in paragraph (a), (b) or (c) above, as the case may be, shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay each Lender the amount shown as due on any such certificate delivered by it within 10 days after the receipt of the same. (f) Failure on the part of any Lender to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender’s right to demand compensation with respect to such period or any other period; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section 2.11 for any increased costs or reductions incurred more than 180 days prior to the date that such Lender notifies the Borrower of such increased costs or reductions in accordance with paragraph (e) above and of such Lender’s intention to claim compensation thereof; provided further that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. (g) Notwithstanding any other provision of this Section 2.11, no Lender shall demand compensation for any increased costs or reduction referred to above if it shall not be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements, if any (it being understood that this sentence shall not in any way limit the discretion of any Lender to waive the right to demand such compensation in any given case).

Reserve Requirements; Change in Circumstances. (a) It is understood that the cost to each Lender (including the Administrative Agent) Bank of making or maintaining any of the Eurodollar Loans, Base Rate Loans (to the extent that the rate is determined pursuant to clause (iii) of the definition thereof) may fluctuate as a result of the applicability of of, or changes in, reserve requirements imposed by the Board at the ratios provided for Board, including reserve requirements under Regulation D in Regulation D. The connection with Eurocurrency Liabilities. Subject to Section 9.08, each Borrower agrees to pay to each of such Lenders from time to timeBank, as provided in paragraph (b) belowSection 2.13(d), at any time when such amounts as Bank shall be necessary required to compensate maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency Liabilities, additional interest on the unpaid principal amount of each Eurodollar Loan of such Lender Bank from the date of such Loan until such principal amount is paid in full, payable on each Interest Payment Date for the portion of the cost of making or maintaining such Eurodollar Loans and Base Rate Loans Loan, at an interest rate per annum equal at all times during each Interest Period to the Borrower resulting from any such reserve requirements provided for in Regulation D as in effect on the date thereof, it being understood that the rates excess of interest applicable to Eurodollar Loans have been determined on the assumption that no such reserve requirements exist or will exist and that such rates do not reflect costs imposed on the Lenders in connection with such reserve requirements. It is agreed that for purposes of this paragraph (ai) the Eurodollar Loans made hereunder shall be deemed rate obtained by dividing the LIBO Rate for such Interest Period by a percentage equal to constitute Eurocurrency Liabilities as defined in Regulation D and to be subject to 100% minus the reserve requirements of Regulation D without the benefit of or credit for proration, exemptions or offsets which might otherwise be available to the Lenders percentage applicable during such Interest Period under regulations issued from time to time under Regulation D.by the Board (or if more than one such percentage is so applicable, minus the daily average of such percentages for those days in such Interest Period during which any such percentage shall be so applicable) for determining the maximum requirement (including any emergency, supplemental or other marginal reserve requirement) for such Bank with respect to liabilities or assets consisting of or including (b) Notwithstanding any other provision herein, if after the date Execution Date the introduction of this Agreement any applicable law or regulation or any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof thereof, or compliance by any Bank with any applicable guideline or request from any central bank or governmental authority (whether or not having the force of law) (i) shall (x) subject any Lender (including the Administrative Agent) to any tax of any kind whatsoever with respect to this Agreement or any Eurodollar Loan made by it, or change the basis of taxation of payments to any Bank of the principal of or interest on any Eurodollar Loan or Fixed Rate Loan made by such Lender (including the Administrative Agent) in respect thereof Bank or any other fees or amounts payable hereunder (other than (Ax) taxes imposed on the overall net income of such Bank or with respect to any payment made its Applicable Lending Office by the Borrower under jurisdiction in which such Bank or its Applicable Lending Office has its principal office or by any Loan Documentpolitical subdivision or taxing authority therein (or any tax which is enacted or adopted by such jurisdiction, including Taxes covered by Section 2.17, and (Bpolitical subdivision or taxing authority as a direct substitute for any such taxes) Other Connection Taxes on gross or net income, profits or revenue (including value-added or similar taxes)), or (y) any tax, assessment or other governmental charge that would not have been imposed but for the failure of any Bank to comply with any certification, information, documentation or other reporting requirement), (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of of, or credit extended by by, such LenderBank, or (iii) shall impose on such Lender Bank or the London interbank market any other condition affecting this Agreement or any Eurodollar Loan or Fixed Rate Loan made by such Lender hereunderBank, and the result of any of the foregoing in clause (x) or (y) shall be to increase the cost to such Lender Bank of maintaining its Commitment or the Administrative Agent of making or maintaining any Eurodollar Loan or Fixed Rate Loan or to reduce the amount of any sum received or receivable by such Lender Bank hereunder (whether of principal, interest or otherwise) in respect thereof by an amount deemed in good faith by such Lender Bank to be material, then the each Borrower will shall pay to the Administrative Agent for the account of such Lender upon demand Bank such additional amount or amounts as will compensate such Lender Bank for such additional costs actually incurred increase or reduction actually sufferedto such Bank upon demand by such Bank (through the Administrative Agent). (c) If after the date hereof any Lender (including the Administrative Agent) Bank shall have determined in good faith that the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards," or the adoption after the date hereof Execution Date of any other generally applicable law, rule, regulation or guideline regarding capital adequacy or liquidityadequacy, or any change in any of the foregoing or any change in the interpretation, applicability interpretation or administration of any of the foregoing thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender Bank (or any lending office of such LenderBank) or any Lender’s holding company with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Loans made by such Lender pursuant hereto to a level below that which such Lender or such Lender’s holding company could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy or liquidity) by an amount deemed by such Lender to be material, then from time to time, the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered. (d) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law, regardless of the date enacted, adopted, issued or implemented. (e) A certificate of a Lender (including the Administrative Agent) setting forth a reasonably detailed explanation of such amount or amounts as shall be necessary to compensate such Lender (or participating banks or other entities pursuant to Section 9.04) as specified in paragraph (a), (b) or (c) above, as the case may be, shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay each Lender the amount shown as due on any such certificate delivered by it within 10 days after the receipt of the same. (f) Failure on the part of any Lender to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender’s right to demand compensation with respect to such period or any other period; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section 2.11 for any increased costs or reductions incurred more than 180 days prior to the date that such Lender notifies the Borrower of such increased costs or reductions in accordance with paragraph (e) above and of such Lender’s intention to claim compensation thereof; provided further that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. (g) Notwithstanding any other provision of this Section 2.11, no Lender shall demand compensation for any increased costs or reduction referred to above if it shall not be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements, if any (it being understood that this sentence shall not in any way limit the discretion of any Lender to waive the right to demand such compensation in any given case).,

Reserve Requirements; Change in Circumstances. (a) It is understood that the cost to each Lender (including the Administrative Agent) of making or maintaining any of the Eurodollar Loans, Loans or Base Rate Loans (to the extent that the rate is determined pursuant to clause (iii) of the definition thereofof “Base Rate”) may fluctuate as a result of the applicability of reserve requirements imposed by the Board at the ratios provided for in Regulation D. The Borrower agrees to pay to each of such Lenders from time to time, as provided in paragraph (b) below, such amounts as shall be necessary to compensate such Lender for the portion of the cost of making or maintaining Eurodollar Loans and Base Rate Loans to the Borrower resulting from any such reserve requirements provided for in Regulation D as in effect on the date thereof, it being understood that the rates of interest applicable to Eurodollar Loans have been determined on the assumption that no such reserve requirements exist or will exist and that such rates do not reflect costs imposed on the Lenders in connection with such reserve requirements. It is agreed that for purposes of this paragraph (a) the Eurodollar Loans made hereunder shall be deemed to constitute Eurocurrency Liabilities as defined in Regulation D and to be subject to the reserve requirements of Regulation D without the benefit of or credit for proration, exemptions or offsets which might otherwise be available to the Lenders from time to time under Regulation D. (b) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall (x) subject any Lender (including the Administrative Agent) to any tax of any kind whatsoever with respect to this Agreement or any Eurodollar Loan made by it, or change the basis of taxation of payments to such Lender (including the Administrative Agent) in respect thereof (other than (A) taxes imposed on or with respect to any payment made by the Borrower under any Loan Document, including Taxes covered by Section 2.172.14, and (B) Other Connection Taxes imposed on gross or net income, profits or revenue (including value-added or similar taxes)), or (y) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Lender, or shall impose on such Lender or the London interbank market any other condition affecting this Agreement or any Eurodollar Loan made by such Lender hereunder, and the result of any of the foregoing in clause (x) or (y) shall be to increase the cost to such Lender or the Administrative Agent of making or maintaining any Eurodollar Loan or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) in respect thereof by an amount deemed by such Lender to be material, then the Borrower will pay to such Lender upon demand such additional amount or amounts as will compensate such Lender for such additional costs actually incurred or reduction actually suffered. (c) If after the date hereof any Lender (including the Administrative Agent) shall have determined that the adoption after the date hereof of any other generally applicable law, rule, regulation or guideline regarding capital adequacy or liquidity, or any change in any of the foregoing or in the interpretation, applicability or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or any Lender’s holding company with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Loans made by such Lender pursuant hereto to a level below that which such Lender or such Lender’s holding company could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy or liquidity) by an amount deemed by such Lender to be material, then from time to time, the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered. (d) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law, regardless of the date enacted, adopted, issued or implemented. (e) A certificate of a Lender (including the Administrative Agent) setting forth a reasonably detailed explanation of such amount or amounts as shall be necessary to compensate such Lender (or participating banks or other entities pursuant to Section 9.04) as specified in paragraph (a), (b) or (c) above, as the case may be, shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay each Lender the amount shown as due on any such certificate delivered by it within 10 days after the receipt of the same. (f) Failure on the part of any Lender to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender’s right to demand compensation with respect to such period or any other period; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section 2.11 2.10 for any increased costs or reductions incurred more than 180 days prior to the date that such Lender notifies the Borrower of such increased costs or reductions in accordance with paragraph (e) above and of such Lender’s intention to claim compensation thereof; provided further that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. (g) Notwithstanding any other provision of this Section 2.112.10, no Lender shall demand compensation for any increased costs or reduction referred to above if it shall not be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements, if any (it being understood that this sentence shall not in any way limit the discretion of any Lender to waive the right to demand such compensation in any given case).

Reserve Requirements; Change in Circumstances. (a) It is understood that the cost to each Lender (including the Administrative Agent) Bank of making or maintaining any of the Eurodollar Loans, Base Rate Loans (to the extent that the rate is determined pursuant to clause (iii) of the definition thereof) may fluctuate as a result of the applicability of of, or changes in, reserve requirements imposed by the Board at Board, including reserve requirements under Regulation D in connection with Eurocurrency Liabilities, and any other similar reserve, liquid asset or other requirement established by any governmental authority of the ratios provided for United States or of the jurisdiction of any Foreign Currency or in Regulation D. The which any subject Loans in such currency are made to which banks in such jurisdiction are subject. Subject to Section 9.08, each Borrower agrees to pay to each of such Lenders from time to timeBank, as provided in paragraph (b) belowSection 2.14(d), at any time when such amounts as Bank shall be necessary required to compensate maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency Liabilities, additional interest on the unpaid principal amount of each Eurocurrency Loan of such Lender Bank from the date of such Loan until such principal amount is paid in full, payable on each Interest Payment Date for the portion of the cost of making or maintaining Eurodollar Loans and Base Rate Loans such Eurocurrency Loan, at an interest rate per annum equal at all times during each Interest Period to the Borrower resulting excess of (i) the rate obtained by dividing the IBO Rate for such Interest Period by a percentage equal to 100% minus the reserve percentage applicable during such Interest Period under regulations issued from time to time by the Board (or if more than one such percentage is so applicable, minus the daily average of such percentages for those days in such Interest Period during which any such percentage shall be so applicable) for determining the maximum requirement (including any emergency, supplemental or other marginal reserve requirements provided requirement) for in Regulation D as in effect on such Bank with respect to liabilities or assets consisting of or including Eurocurrency Liabilities over (ii) the date thereof, it being IBO Rate for such Interest Period. It is understood by the parties hereto that the rates of interest applicable to Eurodollar Eurocurrency Loans have been determined on the assumption that no such reserve requirements exist or will exist and that such rates do not reflect costs imposed on the Lenders Banks in connection with such reserve requirements. It is agreed that for purposes of this paragraph (aSection 2.14(a) the Eurodollar Eurocurrency Loans made hereunder shall be deemed to constitute Eurocurrency Liabilities as defined in Regulation D and to be subject to the reserve requirements of Regulation D without the benefit of or credit for proration, exemptions or offsets which might otherwise be available to the Lenders Banks from time to time under Regulation D. (b) Notwithstanding any other provision herein, if after the date Execution Date the introduction of this Agreement any applicable law or regulation or any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof thereof, or compliance by any Bank with any applicable guideline or request from any central bank or governmental authority (whether or not having the force of law), including the implementation of the European monetary unit (i) shall (x) subject any Lender (including the Administrative Agent) to any tax of any kind whatsoever with respect to this Agreement or any Eurodollar Loan made by it, or change the basis of taxation of payments to any Bank of the principal of or interest on any Eurocurrency Loan, Fixed Rate Loan or Foreign Currency Loan made by such Lender (including the Administrative Agent) in respect thereof Bank or any other fees or amounts payable hereunder (other than (Ax) taxes imposed on the overall net income of such Bank or with respect to any payment made its Applicable Lending Office by the Borrower under jurisdiction in which such Bank or its Applicable Lending Office has its principal office or by any Loan Documentpolitical subdivision or taxing authority therein (or any tax which is enacted or adopted by such jurisdiction, including Taxes covered by Section 2.17, and (Bpolitical subdivision or taxing authority as a direct substitute for any such taxes) Other Connection Taxes on gross or net income, profits or revenue (including value-added or similar taxes)), or (y) any tax, assessment or other governmental charge that would not have been imposed but for the failure of any Bank to comply with any certification, information, documentation or other reporting requirement), (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of of, or credit extended by by, such LenderBank, or (iii) shall impose on such Lender Bank or the London interbank market any other condition affecting this Agreement or any Eurodollar Eurocurrency Loan, Fixed Rate Loan or Foreign Currency Loan made by such Lender hereunderBank, and the result of any of the foregoing in clause (x) or (y) shall be to increase the cost to such Lender Bank of maintaining its Commitment or the Administrative Agent of making or maintaining any Eurodollar Eurocurrency Loan, Fixed Rate Loan or Foreign Currency Loan or to reduce the amount of any sum received or receivable by such Lender Bank hereunder (whether of principal, interest or otherwise) in respect thereof by an amount deemed in good faith by such Lender Bank to be material, then the each Borrower will shall pay to the Administrative Agent for the account of such Lender upon demand Bank such additional amount or amounts with respect to the Eurocurrency Loans, Fixed Rate Loans and Foreign Currency Loans of such Borrower as will compensate such Lender Bank for such additional costs actually incurred increase or reduction actually sufferedto such Bank upon demand by such Bank (through the Administrative Agent). (c) If after the date hereof any Lender (including the Administrative Agent) Bank shall have determined in good faith that the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards" or the adoption after the date hereof Execution Date of any other generally applicable law, rule, regulation or guideline regarding capital adequacy or liquidityadequacy, or any change in any of the foregoing or any change in the interpretation, applicability interpretation or administration of any of the foregoing thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender Bank (or any lending office of such LenderBank) or any Lender’s holding company with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s Bank's capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, Agreement or the Loans made by such Lender Bank pursuant hereto to a level below that which such Lender or such Lender’s holding company Bank could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender’s Bank's policies and the policies of such Lender’s holding company with respect to capital adequacy or liquidityadequacy) by an amount deemed by such Lender Bank to be material, then from time to time, the as provided in Section 2.14(d), each Borrower shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender or such Lender’s holding company Bank for any such reduction sufferedincreased capital requirement. (d) Notwithstanding anything herein Each Bank will notify the Borrowers through the Administrative Agent of any event occurring after the date of this Agreement which will entitle such Bank to the contrary, (i) all requests, rules, guidelines, requirements and directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case compensation pursuant to Basel IIIthis Section 2.14, as promptly as practicable, and (ii) the Xxxx-Xxxxx Xxxx Street Reform in any event within 90 days after it becomes aware thereof and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed determines to be a change in law, regardless of the date enacted, adopted, issued or implemented. (e) request compensation. A certificate of a Lender (including the Administrative Agent) Bank setting forth a reasonably detailed explanation of in reasonable detail (i) such amount or amounts as shall be necessary to compensate such Lender Bank (or participating banks or other entities pursuant to Section 9.049.11) as specified in paragraph (a), (b) or (c) above, as the case may be, and (ii) the calculation of such amount or amounts under clause (a)(i), shall be delivered to the Borrower Borrowers (with a copy to the Administrative Agent) and shall shall, to the extent permitted by law, be conclusive absent manifest error. The Borrower Borrowers shall pay each Lender to the Administrative Agent for the account of such Bank the amount shown as due on any such certificate delivered by it within 10 days after the its receipt of the same. (fe) Failure Except as expressly provided in Section 2.14(d), failure on the part of any Lender Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any Interest Period or any other period shall not constitute a waiver of such Lender’s right Bank's rights to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to such period Interest Period or any other period; provided that the no Borrower shall not be required to compensate a Lender Bank pursuant to this Section 2.11 2.14 for any increased costs or reductions incurred more than 180 270 days prior to the date that such Lender Bank notifies the such Borrower of the change in law giving rise to such increased costs or reductions in accordance with paragraph (e) above and of such Lender’s Bank's intention to claim compensation thereoftherefor; provided further that, if the circumstances change in law giving rise to such increased costs or reductions is retroactive, then the 180270-day period referred to above shall be extended to include the period of retroactive effect thereof. The protection of this Section 2.14 shall be available to each Bank regardless of any possible contention of invalidity or inapplicability of law, regulation or condition which shall have been imposed. (f) In the event any Bank shall seek compensation pursuant to this Section 2.14, the Company may give notice to such Bank (with copies to the Administrative Agent) that it wishes to seek one or more Eligible Assignees (which may be one or more of the Banks) to assume the Commitment of such Bank and to purchase its outstanding Loans. Each Bank requesting compensation pursuant to this Section 2.14 agrees to sell its Commitment, Loans and interest in this Agreement pursuant to Section 9.11(c) to any such Eligible Assignee for an amount equal to the sum of the outstanding unpaid principal of and accrued interest on such Loans plus all other fees and amounts (including any compensation claimed by such Bank under this Section 2.14 or Section 2.16) due such Bank hereunder calculated, in each case, to the date such Commitment, Loans and interest are purchased, whereupon such Bank shall have no further Commitment or other obligation to any Borrower hereunder. (g) Notwithstanding Without prejudice to the survival of any other provision obligations of the Borrowers hereunder, the obligations of the Borrower under this Section 2.14 shall survive the termination of this Agreement and the payment or assignment of the Loans. (h) Notwithstanding anything in this Section 2.112.14 to the contrary, in no Lender event shall demand any Bank be permitted to take or receive any compensation for any increased costs or reduction referred to above if it shall not be hereunder constituting interest in excess of the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements, if any (it being understood that this sentence shall not in any way limit the discretion of any Lender to waive the right to demand such compensation in any given case)Highest Lawful Rate.

Reserve Requirements; Change in Circumstances. (a) It is understood that the cost to each Lender (including the Administrative Agent, any Swing Line Bank and any Fronting Bank) of making or maintaining any of the Eurodollar Loans, Base Rate Loans (to the extent that the rate is determined pursuant to clause (iii) of the definition thereof) or Letters of Credit may fluctuate as a result of the applicability of reserve requirements imposed by the Board at the ratios provided for in Regulation D. The Each Borrower agrees to pay to each of such Lenders from time to time, as provided in paragraph (bd) below, such amounts as shall be necessary to compensate such Lender for the portion of the cost of making or maintaining Eurodollar Loans and Base Rate Loans to such Borrower (or issuing Letters of Credit for the Borrower account of Weyerhaeuser) resulting from any such reserve requirements provided for in Regulation D as in effect on the date thereof, it being understood that the rates of interest applicable to Eurodollar Loans have been determined on the assumption that no such reserve requirements exist or will exist and that such rates do not reflect costs imposed on the Lenders in connection with such reserve requirements. It is agreed that for purposes of this paragraph (a) the Eurodollar Loans made hereunder shall be deemed to constitute Eurocurrency Liabilities as defined in Regulation D and to be subject to the reserve requirements of Regulation D without the benefit of or credit for proration, exemptions or offsets which might otherwise be available to the Lenders from time to time under Regulation D. (b) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall (x) subject any Lender (including the Administrative Agent, any Swing Line Bank and any Fronting Bank) to any tax of any kind whatsoever with respect to this Agreement Agreement, any Letter of Credit or any Eurodollar Loan made by it, or change the basis of taxation of payments to such Lender (including the Administrative Agent, any Swing Line Bank and any Fronting Bank) in respect thereof (other than (A) taxes imposed on or with respect to any payment made by the Borrower Borrowers under any Loan Document, including Taxes covered by Section 2.17, and (B) Other Connection Taxes on gross or net income, profits or revenue (including value-added or similar taxes)), or (y) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Lender, or shall impose on such Lender or the London interbank market any other condition affecting this Agreement or any Eurodollar Loan made by such Lender or any Letter of Credit issued by any Fronting Bank hereunder, and the result of any of the foregoing in clause (x) or (y) shall be to increase the cost to such Lender or Lender, the Administrative Agent Agent, Swing Line Bank or Fronting Bank of making or maintaining any Eurodollar Loan (or issuing any Letter of Credit) or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) in respect thereof by an amount deemed by such Lender to be material, then the Borrower will pay to such Lender upon demand such additional amount or amounts as will compensate such Lender for such additional costs actually incurred or reduction actually suffered. (c) If after the date hereof any Lender (including the Administrative Agent) shall have determined that the adoption after the date hereof of any other generally applicable law, rule, regulation or guideline regarding capital adequacy or liquidity, or any change in any of the foregoing or in the interpretation, applicability or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or any Lender’s holding company with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Loans made by such Lender pursuant hereto to a level below that which such Lender or such Lender’s holding company could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy or liquidity) by an amount deemed by such Lender to be material, then from time to time, the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered. (d) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law, regardless of the date enacted, adopted, issued or implemented. (e) A certificate of a Lender (including the Administrative Agent) setting forth a reasonably detailed explanation of such amount or amounts as shall be necessary to compensate such Lender (or participating banks or other entities pursuant to Section 9.04) as specified in paragraph (a), (b) or (c) above, as the case may be, shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay each Lender the amount shown as due on any such certificate delivered by it within 10 days after the receipt of the same. (f) Failure on the part of any Lender to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender’s right to demand compensation with respect to such period or any other period; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section 2.11 for any increased costs or reductions incurred more than 180 days prior to the date that such Lender notifies the Borrower of such increased costs or reductions in accordance with paragraph (e) above and of such Lender’s intention to claim compensation thereof; provided further that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. (g) Notwithstanding any other provision of this Section 2.11, no Lender shall demand compensation for any increased costs or reduction referred to above if it shall not be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements, if any (it being understood that this sentence shall not in any way limit the discretion of any Lender to waive the right to demand such compensation in any given case).such

Reserve Requirements; Change in Circumstances. (a) It is understood that the cost to each Lender (including the Administrative Agent) Bank of making or maintaining any of the Eurodollar Loans, Base Rate Loans (to the extent that the rate is determined pursuant to clause (iii) of the definition thereof) may fluctuate as a result of the applicability of of, or changes in, reserve requirements imposed by the Board at the ratios provided for Board, including reserve requirements under Regulation D in Regulation D. The connection with Eurocurrency Liabilities. Subject to Section 9.08, each Borrower agrees to pay to each of such Lenders from time to timeBank, as provided in paragraph (b) belowSection 2.14(d), at any time when such amounts as Bank shall be necessary required to compensate maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency Liabilities, additional interest on the unpaid principal amount of each Eurodollar Loan of such Lender Bank from the date of such Loan until such principal amount is paid in full, payable on each Interest Payment Date for the portion of the cost of making or maintaining such Eurodollar Loans and Base Rate Loans Loan, at an interest rate per annum equal at all times during each Interest Period to the Borrower resulting excess of (i) the rate obtained by dividing the IBO Rate for such Interest Period by a percentage equal to 100% minus the reserve percentage applicable during such Interest Period under regulations issued from time to time by the Board (or if more than one such percentage is so applicable, minus the daily average of such percentages for those days in such Interest Period during which any such percentage shall be so applicable) for determining the maximum requirement (including any emergency, supplemental or other marginal reserve requirements provided requirement) for in Regulation D as in effect on such Bank with respect to liabilities or assets consisting of or including Eurocurrency Liabilities over (ii) the date thereof, it being IBO Rate for such Interest Period. It is understood by the parties hereto that the rates of interest applicable to Eurodollar Loans have been determined on the assumption that no such reserve requirements exist or will exist and that such rates do not reflect costs imposed on the Lenders Banks in connection with such reserve requirements. It is agreed that for purposes of this paragraph (aSection 2.14(a) the Eurodollar Loans made hereunder shall be deemed to constitute Eurocurrency Liabilities as defined in Regulation D and to be subject to the reserve requirements of Regulation D without the benefit of or credit for proration, exemptions or offsets which might otherwise be available to the Lenders Banks from time to time under Regulation D. (b) Notwithstanding any other provision herein, if after the date Execution Date the introduction of this Agreement any applicable law or regulation or any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof thereof, or compliance by any Bank with any applicable guideline or request from any central bank or governmental authority (whether or not having the force of law) (i) shall (x) subject any Lender (including the Administrative Agent) to any tax of any kind whatsoever with respect to this Agreement or any Eurodollar Loan made by it, or change the basis of taxation of payments to any Bank of the principal of or interest on any Eurodollar Loan or Fixed Rate Loan made by such Lender (including the Administrative Agent) in respect thereof Bank or any other fees or amounts payable hereunder (other than (Ax) taxes imposed on the overall net income of such Bank or with respect to any payment made its Applicable Lending Office by the Borrower under jurisdiction in which such Bank or its Applicable Lending Office has its principal office or by any Loan Documentpolitical subdivision or taxing authority therein (or any tax which is enacted or adopted by such jurisdiction, including Taxes covered by Section 2.17, and (Bpolitical subdivision or taxing authority as a direct substitute for any such taxes) Other Connection Taxes on gross or net income, profits or revenue (including value-added or similar taxes)), or (y) any tax, assessment or other governmental charge that would not have been imposed but for the failure of any Bank to comply with any certification, information, documentation or other reporting requirement), (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of of, or credit extended by by, such LenderBank, or (iii) shall impose on such Lender Bank or the London interbank market any other condition affecting this Agreement or any Eurodollar Loan or Fixed Rate Loan made by such Lender hereunderBank, and the result of any of the foregoing in clause (x) or (y) shall be to increase the cost to such Lender Bank of maintaining its Commitment or the Administrative Agent of making or maintaining any Eurodollar Loan or Fixed Rate Loan or to reduce the amount of any sum received or receivable by such Lender Bank hereunder (whether of principal, interest or otherwise) in respect thereof by an amount deemed in good faith by such Lender Bank to be material, then the each Borrower will shall pay to the Administrative Agent for the account of such Lender upon demand Bank such additional amount or amounts with respect to the Eurodollar Loans and Fixed Rate Loans of such Borrower as will compensate such Lender Bank for such additional costs actually incurred increase or reduction actually sufferedto such Bank upon demand by such Bank (through the Administrative Agent). (c) If after the date hereof any Lender (including the Administrative Agent) Bank shall have determined in good faith that the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards" or the adoption after the date hereof Execution Date of any other generally applicable law, rule, regulation or guideline regarding capital adequacy or liquidityadequacy, or any change in any of the foregoing or any change in the interpretation, applicability interpretation or administration of any of the foregoing thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender Bank (or any lending office of such LenderBank) or any Lender’s holding company with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s Bank's capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, Agreement or the Loans made by such Lender Bank pursuant hereto to a level below that which such Lender or such Lender’s holding company Bank could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender’s Bank's policies and the policies of such Lender’s holding company with respect to capital adequacy or liquidityadequacy) by an amount deemed by such Lender Bank to be material, then from time to time, the as provided in Section 2.14(d), each Borrower shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender or such Lender’s holding company Bank for any such reduction sufferedincreased capital requirement. (d) Notwithstanding anything herein Each Bank will notify the Borrowers through the Administrative Agent of any event occurring after the date of this Agreement which will entitle such Bank to the contrary, (i) all requests, rules, guidelines, requirements and directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case compensation pursuant to Basel IIIthis Section 2.14, as promptly as practicable, and (ii) the Xxxx-Xxxxx Xxxx Street Reform in any event within 90 days after it becomes aware thereof and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed determines to be a change in law, regardless of the date enacted, adopted, issued or implemented. (e) request compensation. A certificate of a Lender (including the Administrative Agent) Bank setting forth a reasonably detailed explanation of in reasonable detail (i) such amount or amounts as shall be necessary to compensate such Lender Bank (or participating banks or other entities pursuant to Section 9.049.11) as specified in paragraph (a), (b) or (c) above, as the case may be, and (ii) the calculation of such amount or amounts under clause (a)(i), shall be delivered to the Borrower Borrowers (with a copy to the Administrative Agent) and shall shall, to the extent permitted by law, be conclusive absent manifest error. The Borrower Borrowers shall pay each Lender to the Administrative Agent for the account of such Bank the amount shown as due on any such certificate delivered by it within 10 days after the its receipt of the same. (fe) Failure Except as expressly provided in Section 2.14(d), failure on the part of any Lender Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any Interest Period or any other period shall not constitute a waiver of such Lender’s right Bank's rights to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to such period Interest Period or any other period; provided that the no Borrower shall not be required to compensate a Lender Bank pursuant to this Section 2.11 2.14 for any increased costs or reductions incurred more than 180 270 days prior to the date that such Lender Bank notifies the such Borrower of the change in law giving rise to such increased costs or reductions in accordance with paragraph (e) above and of such Lender’s Bank's intention to claim compensation thereoftherefor; provided further that, if the circumstances change in law giving rise to such increased costs or reductions is retroactive, then the 180270-day period referred to above shall be extended to include the period of retroactive effect thereof. The protection of this Section 2.14 shall be available to each Bank regardless of any possible contention of invalidity or inapplicability of law, regulation or condition which shall have been imposed. (f) In the event any Bank shall seek compensation pursuant to this Section 2.14, the Company may give notice to such Bank (with copies to the Administrative Agent) that it wishes to seek one or more Eligible Assignees (which may be one or more of the Banks) to assume the Commitment of such Bank and to purchase its outstanding Loans. Each Bank requesting compensation pursuant to this Section 2.14 agrees to sell its Commitment, Loans and interest in this Agreement pursuant to Section 9.11(c) to any such Eligible Assignee for an amount equal to the sum of the outstanding unpaid principal of and accrued interest on such Loans plus all other fees and amounts (including any compensation claimed by such Bank under this Section 2.14 or Section 2.16) due such Bank hereunder calculated, in each case, to the date such Commitment, Loans and interest are purchased, whereupon such Bank shall have no further Commitment or other obligation to any Borrower hereunder. (g) Notwithstanding Without prejudice to the survival of any other provision obligations of the Borrowers hereunder, the obligations of the Borrower under this Section 2.14 shall survive the termination of this Agreement and the payment or assignment of the Loans. (h) Notwithstanding anything in this Section 2.112.14 to the contrary, in no Lender event shall demand any Bank be permitted to take or receive any compensation for any increased costs or reduction referred to above if it shall not be hereunder constituting interest in excess of the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements, if any (it being understood that this sentence shall not in any way limit the discretion of any Lender to waive the right to demand such compensation in any given case)Highest Lawful Rate.

Reserve Requirements; Change in Circumstances. (a) It is understood that the cost to each Lender (including the Administrative Agent) Bank of making or maintaining any of the Eurodollar Loans, Base Rate Loans (to the extent that the rate is determined pursuant to clause (iii) of the definition thereof) may fluctuate as a result of the applicability of of, or changes in, reserve requirements imposed by the Board at the ratios provided for Board, including reserve requirements under Regulation D in Regulation D. The connection with Eurocurrency Liabilities. Subject to Section 9.08, each Borrower agrees to pay to each of such Lenders from time to timeBank, as provided in paragraph (b) belowSection 2.14(d), at any time when such amounts as Bank shall be necessary required to compensate maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency Liabilities, additional interest on the unpaid principal amount of each Eurodollar Loan of such Lender Bank from the date of such Loan until such principal amount is paid in full, payable on each Interest Payment Date for the portion of the cost of making or maintaining such Eurodollar Loans and Base Rate Loans Loan, at an interest rate per annum equal at all times during each Interest Period to the Borrower resulting excess of (i) the rate obtained by dividing the LIBO Rate for such Interest Period by a percentage equal to 100% minus the reserve percentage applicable during such Interest Period under regulations issued from time to time by the Board (or if more than one such percentage is so applicable, minus the daily average of such percentages for those days in such Interest Period during which any such percentage shall be so applicable) for determining the maximum requirement (including any emergency, supplemental or other marginal reserve requirements provided requirement) for in Regulation D as in effect on such Bank with respect to liabilities or assets consisting of or including Eurocurrency Liabilities over (ii) the date thereof, it being LIBO Rate for such Interest Period. It is understood by the parties hereto that the rates of interest applicable to Eurodollar Loans have been determined on the assumption that no such reserve requirements exist or will exist and that such rates do not reflect costs imposed on the Lenders Banks in connection with such reserve requirements. It is agreed that for purposes of this paragraph (aSection 2.14(a) the Eurodollar Loans made hereunder shall be deemed to constitute Eurocurrency Liabilities as defined in Regulation D and to be subject to the reserve requirements of Regulation D without the benefit of or credit for proration, exemptions or offsets which might otherwise be available to the Lenders Banks from time to time under Regulation D. (b) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall (x) subject any Lender (including the Administrative Agent) to any tax of any kind whatsoever with respect to this Agreement or any Eurodollar Loan made by it, or change the basis of taxation of payments to such Lender (including the Administrative Agent) in respect thereof (other than (A) taxes imposed on or with respect to any payment made by the Borrower under any Loan Document, including Taxes covered by Section 2.17, and (B) Other Connection Taxes on gross or net income, profits or revenue (including value-added or similar taxes)), or (y) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Lender, or shall impose on such Lender or the London interbank market any other condition affecting this Agreement or any Eurodollar Loan made by such Lender hereunder, and the result of any of the foregoing in clause (x) or (y) shall be to increase the cost to such Lender or the Administrative Agent of making or maintaining any Eurodollar Loan or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) in respect thereof by an amount deemed by such Lender to be material, then the Borrower will pay to such Lender upon demand such additional amount or amounts as will compensate such Lender for such additional costs actually incurred or reduction actually suffered. (c) If after the date hereof any Lender (including the Administrative Agent) shall have determined that the adoption after the date hereof of any other generally applicable law, rule, regulation or guideline regarding capital adequacy or liquidity, or any change in any of the foregoing or in the interpretation, applicability or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or any Lender’s holding company with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Loans made by such Lender pursuant hereto to a level below that which such Lender or such Lender’s holding company could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy or liquidity) by an amount deemed by such Lender to be material, then from time to time, the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered. (d) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law, regardless of the date enacted, adopted, issued or implemented. (e) A certificate of a Lender (including the Administrative Agent) setting forth a reasonably detailed explanation of such amount or amounts as shall be necessary to compensate such Lender (or participating banks or other entities pursuant to Section 9.04) as specified in paragraph (a), (b) or (c) above, as the case may be, shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay each Lender the amount shown as due on any such certificate delivered by it within 10 days after the receipt of the same. (f) Failure on the part of any Lender to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender’s right to demand compensation with respect to such period or any other period; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section 2.11 for any increased costs or reductions incurred more than 180 days prior to the date that such Lender notifies the Borrower of such increased costs or reductions in accordance with paragraph (e) above and of such Lender’s intention to claim compensation thereof; provided further that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. (g) Notwithstanding any other provision of this Section 2.11, no Lender shall demand compensation for any increased costs or reduction referred to above if it shall not be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements, if any (it being understood that this sentence shall not in any way limit the discretion of any Lender to waive the right to demand such compensation in any given case).

Reserve Requirements; Change in Circumstances. (a) It is understood that the cost to each Lender (including the Administrative Agent, any Swing Line Bank and any Fronting Bank) of making or maintaining any of the Eurodollar Loans, Base Rate Loans (to the extent that the rate is determined pursuant to clause (iii) or Letters of the definition thereof) Credit may fluctuate as a result of the applicability of reserve requirements imposed by the Board at the ratios provided for in Regulation D. The Each Borrower agrees to pay to each of such Lenders from time to time, as provided in paragraph (bd) below, such amounts as shall be necessary to compensate such Lender for the portion of the cost of making or maintaining Eurodollar Loans and Base Rate Loans to such Borrower (or issuing Letters of Credit for the Borrower account of Weyerhaeuser) resulting from any such reserve requirements provided for in Regulation D as in effect on the date thereof, it being understood that the rates of interest applicable to Eurodollar Loans have been determined on the assumption that no such reserve requirements exist or will exist and that such rates do not reflect costs imposed on the Lenders in connection with such reserve requirements. It is agreed that for purposes of this paragraph (a) the Eurodollar Loans made hereunder shall be deemed to constitute Eurocurrency Liabilities as defined in Regulation D and to be subject to the reserve requirements of Regulation D without the benefit of or credit for proration, exemptions or offsets which might otherwise be available to the Lenders from time to time under Regulation D. (b) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall (x) subject change the basis of taxation of any payments to any Lender (including the Administrative Agent, any Swing Line Bank and any Fronting Bank) to any tax of any kind whatsoever with respect to this Agreement the principal of or interest on any Eurodollar Loan or Fixed Rate Loan made by itsuch Lender, of any payments related to the Letters of Credit or change the basis of taxation of payments to such Lender (including the Administrative Agent) in respect thereof any Fees or other amounts payable hereunder (other than (A) changes in respect of taxes imposed on or with respect to any payment made the overall net income of such Lender by the Borrower under jurisdiction in which such Lender has its principal office or by any Loan Document, including Taxes covered by Section 2.17, and (B) Other Connection Taxes on gross political subdivision or net income, profits or revenue (including value-added or similar taxes)taxing authority therein), or (y) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Lender, or shall impose on such Lender or the London interbank market any other condition affecting this Agreement or Agreement, any Eurodollar Loan or Fixed Rate Loan made by such Lender or any Letter of Credit issued by any Fronting Bank hereunder, and the result of any of the foregoing in clause (x) or (y) shall be to increase the cost to such Lender or the Administrative Agent of making or maintaining any Eurodollar Loan or Fixed Rate Loan (or issuing any Letter of Credit) or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) in respect thereof by an amount deemed by such Lender to be material, then the applicable Borrower will pay to such Lender upon demand such additional amount or amounts as will compensate such Lender for such additional costs actually incurred or reduction actually suffered. (c) If after the date hereof any Lender (including the Administrative Agent, the Swing Line Banks and any Fronting Bank) shall have determined that the general applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards," or the adoption after the date hereof of any other generally applicable law, rule, regulation or guideline regarding capital adequacy or liquidityadequacy, or any change in any of the foregoing or in the interpretation, applicability interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or any Lender’s 's holding company with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s 's capital or on the capital of such Lender’s 's holding company, if any, as a consequence of this Agreement, the Loans made by such Lender pursuant hereto (or the Letters of Credit issued hereunder) to a level below that which such Lender or such Lender’s 's holding company could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s 's policies and the policies of such Lender’s 's holding company with respect to capital adequacy or liquidityadequacy) by an amount deemed by such Lender to be material, then from time to time, the applicable Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s 's holding company for any such reduction suffered. (d) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law, regardless of the date enacted, adopted, issued or implemented. (e) A certificate of a Lender (including the Administrative Agent, the Swing Line Banks and any Fronting Bank) setting forth a reasonably detailed explanation of such amount or amounts as shall be necessary to compensate such Lender (or participating banks or other entities pursuant to Section 9.04) as specified in paragraph (a), (b) or (c) above, as the case may be, shall be delivered to the Borrower Borrowers and shall be conclusive absent manifest error. The Borrower Borrowers shall pay each Lender the amount shown as due on any such certificate delivered by it within 10 days after the receipt of the same. (fe) Failure on the part of any Lender to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender’s 's right to demand compensation with respect to such period or any other period; provided that the Borrower Borrowers shall not be required to compensate a Lender pursuant to this Section 2.11 for any increased costs or reductions incurred more than 180 days prior to the date that such Lender notifies the Borrower Borrowers of such increased costs or reductions in accordance with paragraph (ed) above and of such Lender’s 's intention to claim compensation thereof; provided further that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. (gf) Notwithstanding any other provision of this Section 2.11, no Lender shall demand compensation for any increased costs or reduction referred to above if it shall not be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements, if any (it being understood that this sentence shall not in any way limit the discretion of any Lender to waive the right to demand such compensation in any given case).