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

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any Change in Law shall result in the imposition, modification or applicability of any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Credit Party, or shall result in the imposition on any Credit Party or the London interbank market of any other condition affecting this Agreement, such Credit Party’s Commitment or any Eurocurrency Loan or Fixed Rate Loan made by such Credit Party or any Letter of Credit, and the result of any of the foregoing shall be to increase the cost to such Credit Party of making or maintaining any Eurocurrency Loan or Fixed Rate Loan or of issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Credit Party hereunder (whether of principal, interest or otherwise) by an amount deemed by such Credit Party to be material, then such additional amount or amounts as will compensate such Credit Party for such additional costs or reduction will be paid by the Borrowers to such Credit Party upon demand. Notwithstanding the foregoing, no Credit Party shall be entitled to request compensation under this paragraph, (A) with respect to any Competitive Loan made by such Credit Party if the Change in Law giving rise to such request was applicable to such Credit Party at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made or issued, or (B) with respect to any Change in Law in respect of costs imposed on such Lender or Issuing Bank under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or Basel III (x) if the applicable Change in Law and the resulting costs shall have become fully effective without the need for any further legislative or regulatory action, and such increased costs shall have been determined by such Credit Party, in each case prior to July 20, 2011, or (y) if it shall not be the general policy or practice of such Credit Party to seek compensation in similar circumstances under similar provisions in comparable credit facilities, as determined in good faith by such Credit Party.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement Agreement, but prior to the first date on which the events described in clauses (A), (B), (C) and (D) of subsection (d) of this Section 2.12 shall have occurred (the “Obligation Termination Date”), any Change in Law shall result in the impositionimpose, modification modify or applicability of deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Credit Party, Lender or the Issuing Bank or shall result in impose on such Lender or the imposition on any Credit Party Issuing Bank or the London interbank market of any other condition affecting this Agreement, such Credit Party’s Commitment Agreement or any Eurocurrency Loan or Fixed Rate Loan Eurodollar Loans made by such Credit Party Lender or any Letter of CreditCredit or participation therein or subject any Recipient to any Taxes (other than (i) Taxes imposed on or with respect to any payment made by any Loan Party under any Loan Document, which shall be solely governed by Section 2.18, (ii) Other Taxes, and (iii) Other Connection Taxes on gross or net income, profits or receipts (including value-added or similar Taxes, franchise Taxes and branch profits Taxes)) on its loans, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and the result of any of the foregoing shall be to increase the cost to such Credit Party Lender or such other Recipient of making or maintaining any Eurocurrency Eurodollar Loan or Fixed Rate Loan increase the cost to any Lender, the Issuing Bank or such other Recipient of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Credit Party hereunder Lender, the Issuing Bank or such other Recipient (whether of principal, interest or otherwise) by an amount deemed by such Credit Party Lender, the Issuing Bank or such other Recipient to be material, then the applicable Borrower will pay to such Lender, the Issuing Bank or such other Recipient, as the case may be, upon demand such additional amount or amounts as will compensate such Credit Party Lender, the Issuing Bank or such other Recipient, as the case may be, for such additional costs incurred or reduction will be paid by the Borrowers to such Credit Party upon demand. Notwithstanding the foregoing, no Credit Party shall be entitled to request compensation under this paragraph, (A) with respect to any Competitive Loan made by such Credit Party if the Change in Law giving rise to such request was applicable to such Credit Party at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made or issued, or (B) with respect to any Change in Law in respect of costs imposed on such Lender or Issuing Bank under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or Basel III (x) if the applicable Change in Law and the resulting costs shall have become fully effective without the need for any further legislative or regulatory action, and such increased costs shall have been determined by such Credit Party, in each case prior to July 20, 2011, or (y) if it shall not be the general policy or practice of such Credit Party to seek compensation in similar circumstances under similar provisions in comparable credit facilities, as determined in good faith by such Credit Partysuffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any Change change in Law 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 change the basis of taxation of payments to any Lender or any Fronting Bank hereunder (except for changes in respect of taxes on the overall net income of such Lender or such Fronting Bank (as the case may be) or its lending office imposed by the jurisdiction in which such Lender’s or such Fronting Bank’s (as the case may be) principal executive office or lending office is located), or shall result in the imposition, modification or applicability of any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Credit Party, Lender or such Fronting Bank (as the case may be) or shall result in the imposition on any Credit Party Lender, any Fronting Bank or the London interbank market of any other condition affecting this Agreement, such Credit PartyLender’s Commitment or any Eurocurrency Loan or Fixed Rate Loan Extension of Credit (other than an ABR Loan) made by such Credit Party Lender or any Letter of Creditsuch Fronting Bank, and the result of any of the foregoing shall be to increase the cost to such Credit Party Lender or such Fronting Bank (as the case may be) of making or maintaining any Eurocurrency Loan or Fixed Rate Loan or of issuing or maintaining any Letter of Outstanding Credit (other than an ABR Loan) or to reduce the amount of any sum received or receivable by such Credit Party Lender or such Fronting Bank (as the case may be) hereunder (whether of principal, interest or otherwise) by an amount deemed by such Credit Party Lender or such Fronting Bank (as the case may be) to be material, then the Borrower shall, upon receipt of the notice and certificate provided for in subsection (c) below promptly pay to such Lender or such Fronting Bank (as the case may be) such additional amount or amounts as will compensate such Credit Party Lender or such Fronting Bank (as the case may be) for such additional costs incurred or reduction will be paid by the Borrowers to such Credit Party upon demand. Notwithstanding the foregoing, no Credit Party shall be entitled to request compensation under this paragraph, (A) with respect to any Competitive Loan made by such Credit Party if the Change in Law giving rise to such request was applicable to such Credit Party at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made or issued, or (B) with respect to any Change in Law in respect of costs imposed on such Lender or Issuing Bank under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or Basel III (x) if the applicable Change in Law and the resulting costs shall have become fully effective without the need for any further legislative or regulatory action, and such increased costs shall have been determined by such Credit Party, in each case prior to July 20, 2011, or (y) if it shall not be the general policy or practice of such Credit Party to seek compensation in similar circumstances under similar provisions in comparable credit facilities, as determined in good faith by such Credit Partysuffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any Regulatory Change (i) shall 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 Bank or any other fees or amounts payable hereunder (other than (x) Taxes imposed on or measured by the capital, receipts or franchises of such Bank or the overall gross or net income of such Bank by the jurisdiction in Law which such Bank has its principal office or by any political subdivision or taxing authority therein (or any Tax which is enacted or adopted by such jurisdiction, political subdivision, or taxing authority as a direct substitute for any such 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 result in the impositionimpose, modification modify, or applicability of deem applicable any reserve, special deposit deposit, or similar requirement with respect to any Eurodollar Loan against assets of, deposits with or for the account of of, or credit extended by by, such Bank under this Agreement (without duplication of any Credit Partyamounts paid pursuant to Section 2.9(d)), or (iii) with respect to any Eurodollar Loan, shall result in the imposition impose on any Credit Party such Bank or the London interbank market of Eurodollar Interbank Market any other condition affecting this Agreement, such Credit Party’s Commitment Agreement or any Eurocurrency Loan or Fixed Rate Eurodollar Loan made by such Credit Party or any Letter of CreditBank, and the result of any of the foregoing shall be to materially increase the actual cost to such Credit Party Bank of maintaining its Commitment or of making or maintaining any Eurocurrency Eurodollar Loan or Fixed Rate Loan or of issuing or maintaining any Letter of Credit or to materially reduce the amount of any sum received or receivable by such Credit Party Bank hereunder (whether of principal, interest interest, or otherwise) by an amount deemed in respect thereof, then the Company shall pay to the Administrative Agent for the account of such Bank, within ten days following delivery to the Company of the certificate specified in paragraph (c) below by such Credit Party to be materialBank, then such additional amount or amounts as will compensate reimburse such Credit Party Bank for such additional costs increase or reduction will be paid by the Borrowers to such Credit Party upon demand. Notwithstanding Bank to the foregoing, no Credit Party shall be entitled extent reasonably allocable to request compensation under this paragraph, (A) with respect to any Competitive Loan made by such Credit Party if the Change in Law giving rise to such request was applicable to such Credit Party at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made or issued, or (B) with respect to any Change in Law in respect of costs imposed on such Lender or Issuing Bank under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or Basel III (x) if the applicable Change in Law and the resulting costs shall have become fully effective without the need for any further legislative or regulatory action, and such increased costs shall have been determined by such Credit Party, in each case prior to July 20, 2011, or (y) if it shall not be the general policy or practice of such Credit Party to seek compensation in similar circumstances under similar provisions in comparable credit facilities, as determined in good faith by such Credit PartyAgreement.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement any Change change in any Law shall result or in the impositioninterpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of Law) shall change the basis of taxation of payments to any Lender or the Issuing Bank of the principal of or interest on any Eurodollar Loan or Fixed Rate Loan made by such Lender or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income (including without limitation franchise taxes on net income, modification branch profit taxes and alternate minimum income taxes) of such Lender or applicability of the Issuing Bank by the jurisdiction in which such Lender or the Issuing Bank is incorporated or has its principal office or by any political subdivision or taxing authority therein), or 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 any Credit Party, Lender or the Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate) or shall result in impose on such Lender or the imposition on any Credit Party Issuing Bank or the London interbank market of any other condition affecting this Agreement, such Credit Party’s Commitment Agreement or any Eurocurrency Loan Eurodollar Loans or Fixed Rate Loan Loans made by such Credit Party Lender or any Letter of CreditCredit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Credit Party Lender or the Issuing Bank of making or maintaining any Eurocurrency Eurodollar Loan or Fixed Rate Loan or increase the cost to any Lender of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Credit Party Lender or the Issuing Bank hereunder (whether of principal, interest or otherwise) , by an amount deemed by such Credit Party Lender or the Issuing Bank to be material, then the Borrower will pay to such Lender or the Issuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Credit Party Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction will be paid by the Borrowers to such Credit Party upon demand. Notwithstanding the foregoing, no Credit Party shall be entitled to request compensation under this paragraph, (A) with respect to any Competitive Loan made by such Credit Party if the Change in Law giving rise to such request was applicable to such Credit Party at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made or issued, or (B) with respect to any Change in Law in respect of costs imposed on such Lender or Issuing Bank under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or Basel III (x) if the applicable Change in Law and the resulting costs shall have become fully effective without the need for any further legislative or regulatory action, and such increased costs shall have been determined by such Credit Party, in each case prior to July 20, 2011, or (y) if it shall not be the general policy or practice of such Credit Party to seek compensation in similar circumstances under similar provisions in comparable credit facilities, as determined in good faith by such Credit Partysuffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement hereof any Change change in Law shall result applicable law or regulations or in the impositioninterpretation or administration thereof (including, modification without limitation, any request, guideline or applicability policy not having the force of law) by any Governmental Authority charged with the administration or interpretation thereof shall occur which shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including a tax) against any assets ofheld by, deposits with or for the account of or credit extended by such Bank (including any Credit Party, reserve requirement that may be applicable to "eurocurrency liabilities" under and as defined in Regulation D) or shall result in the imposition on any Credit Party impose upon such Bank or the London interbank market of any other condition affecting with respect to this Agreement, such Credit Party’s Commitment Agreement or any Eurocurrency Loan the Eurodollar Loans or Fixed Rate Loan Loans made by such Credit Party or any Letter of Credit, Bank and the result of any of the foregoing shall be to increase the cost to such Credit Party Bank of making or maintaining any Eurocurrency Eurodollar Loan or Fixed Rate Loan or of issuing or maintaining any Letter of Credit hereunder or to reduce the amount of any sum received or receivable by such Credit Party hereunder payment (whether of principal, interest or otherwise) by an amount deemed by such Credit Party Bank to be material, then and in each such additional amount or case the Company shall pay to such Bank, as provided in paragraph (c) below, such amounts as will shall be necessary to compensate such Credit Party Bank for such additional cost, reduction or payment; provided, however, that the Company may, at its option and upon written notice to the Administrative Agent and the Banks, either (i) elect to convert such Loan of such Bank into an ABR Loan upon the payment by the Company of the increased costs described above incurred prior to such conversion and any amount owing in respect of Section 2.14 hereof, it being understood that (A) for purposes of Section 2.11, such ABR Loan shall be subject to prepayment only at such times and on such conditions as the Loan from which it was converted and (B) upon such increased costs being eliminated, or reduction reduced by an amount deemed sufficient by the Company, such ABR Loan will be paid by converted into a Loan of the Borrowers same Type as the Loan previously converted into such ABR Loan having an Interest Period expiring on the same date as the Loan previously converted into such ABR Loan or (ii) with the prior consent of the Required Banks, elect to convert all (but not less than all) Loans of all Banks of the same Type and Interest Period as the Loan subject to such Credit Party change into Loans of a different Type upon demandthe payment of all amounts that are due under this Section 2.12(a) and Section 2.14. Notwithstanding the foregoing, no Credit Party Bank shall be entitled to request compensation under this paragraph, (A) paragraph with respect to any Competitive Loan made by such Credit Party if it shall have been aware of the Change in Law change giving rise to such request was applicable to such Credit Party at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made or issued, or (B) with respect to any Change in Law in respect of costs imposed on such Lender or Issuing Bank under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or Basel III (x) if the applicable Change in Law and the resulting costs shall have become fully effective without the need for any further legislative or regulatory action, and such increased costs shall have been determined by such Credit Party, in each case prior to July 20, 2011, or (y) if it shall not be the general policy or practice of such Credit Party to seek compensation in similar circumstances under similar provisions in comparable credit facilities, as determined in good faith by such Credit Partymade.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement any Change in Law affecting any Lender or Issuing Bank or any lending office of such Lender’s or Issuing Bank’s holding company, if any, shall result in the imposition(i) impose, modification modify or applicability of deem applicable any reserve, special deposit deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or any Issuing Bank, (ii) subject the Administrative Agent, any Lender or any Issuing Bank to any Taxes in connection with this Agreement or any Loan, Letter of Credit Partyor Commitment made hereunder or its deposits, reserves, other liabilities or capital attributable thereto, or shall result change the basis of taxation payments in respect thereof (except, in each case, (A) for Indemnified Taxes or Other Taxes indemnified pursuant to Section 2.20, (B) Taxes described in clauses (b) through (d) of the imposition definition of Excluded Taxes and (C) Connection Income Taxes) or (iii) impose on any Credit Party such Lender or the London interbank market of such Issuing Bank any other condition affecting this Agreement, such Credit Party’s Commitment Agreement or any Eurocurrency Loan or Fixed Rate Loan Term SOFR Loans made by such Credit Party Lender or any Letter of CreditCredit or participation therein, and the result of any of the foregoing shall be to increase the cost (other than Taxes) to such Credit Party Lender or such Issuing Bank of making or maintaining any Eurocurrency Term SOFR Loan or Fixed Rate Loan increase the cost (other than Taxes) to any Lender or any Issuing Bank of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Credit Party Lender or such Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Credit Party to be material), then the Borrowers will pay to such Lender or such Issuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Credit Party Lender or such Issuing Bank, as the case may be, for such additional costs incurred or reduction will be paid by the Borrowers to such Credit Party upon demand. Notwithstanding the foregoing, no Credit Party shall be entitled to request compensation under this paragraph, (A) with respect to any Competitive Loan made by such Credit Party if the Change in Law giving rise to such request was applicable to such Credit Party at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made or issued, or (B) with respect to any Change in Law in respect of costs imposed on such Lender or Issuing Bank under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or Basel III (x) if the applicable Change in Law and the resulting costs shall have become fully effective without the need for any further legislative or regulatory action, and such increased costs shall have been determined by such Credit Party, in each case prior to July 20, 2011, or (y) if it shall not be the general policy or practice of such Credit Party to seek compensation in similar circumstances under similar provisions in comparable credit facilities, as determined in good faith by such Credit Partysuffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement any Change in Law shall result in the imposition(i) impose, modification modify or applicability of deem applicable any reserve, special deposit deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or any Issuing Bank (except any such reserve requirement which is reflected in the Reserve Adjusted Eurodollar Rate), (ii) subject the Administrative Agent, any Lender or any Issuing Bank to any Taxes in connection with this Agreement or any Loan, Letter of Credit Partyor Commitment made hereunder or its deposits, reserves, other liabilities or capital attributable thereto, or shall result change the basis of taxation payments in respect thereof (except for Indemnified Taxes or Other Taxes indemnified pursuant to Section 2.19 and the imposition of, or any change in the imposition rate of, any Excluded Tax payable by such Lender or Issuing Bank) or (iii) impose on any Credit Party such Lender or such Issuing Bank or the London interbank market of any other condition affecting this Agreement, such Credit Party’s Commitment Agreement or any Eurocurrency Loan or Fixed Rate Loan Eurodollar Loans made by such Credit Party Lender or any Letter of CreditCredit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Credit Party Lender or such Issuing Bank of making or maintaining any Eurocurrency Eurodollar Loan or Fixed Rate Loan increase the cost to any Lender or any Issuing Bank of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Credit Party Lender or such Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Credit Party to be material), then the Borrower will pay to such Lender or such Issuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Credit Party Lender or such Issuing Bank, as the case may be, for such additional costs incurred or reduction will be paid by the Borrowers to such Credit Party upon demand. Notwithstanding the foregoing, no Credit Party shall be entitled to request compensation under this paragraph, (A) with respect to any Competitive Loan made by such Credit Party if the Change in Law giving rise to such request was applicable to such Credit Party at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made or issued, or (B) with respect to any Change in Law in respect of costs imposed on such Lender or Issuing Bank under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or Basel III (x) if the applicable Change in Law and the resulting costs shall have become fully effective without the need for any further legislative or regulatory action, and such increased costs shall have been determined by such Credit Party, in each case prior to July 20, 2011, or (y) if it shall not be the general policy or practice of such Credit Party to seek compensation in similar circumstances under similar provisions in comparable credit facilities, as determined in good faith by such Credit Partysuffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if if, by reason of (i) after the date Effective Date, the introduction of this Agreement or any Change change (including any change by way of imposition or increase of reserve requirements) in Law shall result or in the imposition, modification or applicability interpretation of any law or regulation, or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority or quasi-Governmental Authority exercising control over banks or financial institutions generally (whether or not having the force of law), any reserve (including any imposed by the Federal Reserve Board), special deposit or similar requirement (including a reserve, special deposit or similar requirement that takes the form of a tax) against assets of, deposits with or for the account of of, or credit extended by by, any Credit Party, Participant’s office through which it funds its obligations hereunder shall be imposed or shall result in the imposition on any Credit Party deemed applicable or the London interbank market of any other condition affecting this Agreement, such Credit Partyits obligation to make or maintain its Funded Participant’s Commitment or any Eurocurrency Loan or Fixed Interest at a rate based upon the Adjusted LIBO Rate Loan made by such Credit Party or any Letter of Credit, and the result of any of the foregoing shall be to imposed on any Participant or its office through which it funds its obligations hereunder or the interbank Eurodollar market; and as a result thereof there shall be any increase in the cost to such Credit Party Participant of making agreeing to make or making, funding or maintaining any Eurocurrency Loan funds its obligations hereunder (except to the extent already included in the determination of the applicable Adjusted LIBO Rate), or Fixed Rate Loan or of issuing or maintaining any Letter of Credit or to reduce there shall be a reduction in the amount of any sum received or receivable by such Credit Party hereunder (whether of principal, interest that Participant or otherwise) by an amount deemed by such Credit Party to be materialits office through which it funds its obligations hereunder, then such additional amount or amounts as will compensate such Credit Party for such additional costs or reduction will be paid the Sponsor shall from time to time, upon written notice from and demand by the Borrowers Participant (with a copy of such notice and demand to the Servicer), pay to the Servicer for the account of that Participant within five Business Days after the date specified in such Credit Party upon notice and demand, additional amounts sufficient to indemnify that Participant against such increased cost. Notwithstanding A certificate as to the foregoing, no Credit Party shall be entitled amount of such increased cost submitted to request compensation under this paragraph, (A) with respect to any Competitive Loan made by such Credit Party if the Change in Law giving rise to such request was applicable to such Credit Party at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made or issued, or (B) with respect to any Change in Law in respect of costs imposed on such Lender or Issuing Bank under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or Basel III (x) if the applicable Change in Law Sponsor and the resulting costs shall have become fully effective without the need Servicer by that Participant, shall, except for any further legislative or regulatory actionmanifest error, be final, conclusive and such increased costs shall have been determined by such Credit Party, in each case prior to July 20, 2011, or (y) if it shall not be the general policy or practice of such Credit Party to seek compensation in similar circumstances under similar provisions in comparable credit facilities, as determined in good faith by such Credit Partybinding for all purposes.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement any Change in Law shall result in the impositionimpose, modification modify or applicability of deem applicable any reserve, special deposit or similar requirement (including marginal, special, emergency, supplemental or other reserve requirements applicable to eurocurrency liabilities (as defined in Regulation D of the Board of Governors of the United States Federal Reserve System)) against assets of, deposits with or for the account of or credit extended or committed to be extended by any Credit Party, Committed Lender or Liquidity Provider or shall result in the imposition impose on any Credit Party such Committed Lender or Liquidity Provider or the London applicable interbank market of any other condition affecting (including, in each case, the imposition of Taxes other than (and excluding) Taxes (i) imposed on any payment made pursuant to this Agreement, such Credit Party’s Commitment (ii) imposed on or measured by net income or profits or that are franchise, branch profits or similar Taxes or (iii) arising under FATCA) affecting this Agreement or any Eurocurrency Loan Support Facility to which such Liquidity Provider is a party, the funding commitment of such Committed Lender hereunder or Fixed Rate Loan of such Liquidity Provider under any Support Facility, Advances made by the Committed Lender hereunder or Support Advances made by such Credit Party or Liquidity Provider under any Letter of CreditSupport Facility, and the result of any of the foregoing shall be to increase the cost to such Credit Party Committed Lender or Liquidity Provider of making or maintaining or committing to make or maintain any Eurocurrency Loan Advance or Fixed Rate Loan or of issuing or maintaining any Letter of Credit Support Advance or to reduce the amount of any sum received or receivable by such Credit Party Committed Lender or Liquidity Provider hereunder or under its related Support Facility (whether of principal, interest or otherwise) by an amount deemed by such Credit Party Committed Lender or Liquidity Provider to be material, then the Borrower will pay, in accordance with the Priority of Payments, to such Committed Lender, for its own account, or to the applicable Conduit Lender, for the account of such Liquidity Provider, upon demand, such additional amount or amounts as will compensate such Credit Party Committed Lender or Liquidity Provider, as the case may be, for such additional costs incurred or reduction will be paid by the Borrowers to such Credit Party upon demand. Notwithstanding the foregoing, no Credit Party shall be entitled to request compensation under this paragraph, (A) with respect to any Competitive Loan made by such Credit Party if the Change in Law giving rise to such request was applicable to such Credit Party at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made or issued, or (B) with respect to any Change in Law in respect of costs imposed on such Lender or Issuing Bank under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or Basel III (x) if the applicable Change in Law and the resulting costs shall have become fully effective without the need for any further legislative or regulatory action, and such increased costs shall have been determined by such Credit Party, in each case prior to July 20, 2011, or (y) if it shall not be the general policy or practice of such Credit Party to seek compensation in similar circumstances under similar provisions in comparable credit facilities, as determined in good faith by such Credit Partysuffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any Regulatory Change (i) shall change the basis of taxation of payments to any Lender of the principal of or interest on any Eurodollar Loan made by such Lender or any other fees or amounts payable hereunder (other than (x) Taxes imposed on or measured by the capital, receipts or franchises of such Lender or the overall gross or net income of such Lender by the jurisdiction in Law which such Lender has its principal office or by any political subdivision or taxing authority therein (or any Tax which is enacted or adopted by such jurisdiction, political subdivision, or taxing authority as a direct substitute for any such Taxes) or (y) any Tax, assessment, or other governmental charge that would not have been imposed but for the failure of any Lender to comply with any certification, information, documentation, or other reporting requirement), (ii) shall result in the impositionimpose, modification modify, or applicability of deem applicable any reserve, special deposit deposit, or similar requirement with respect to any Eurodollar Loan or any Letter of Credit (or participating interest therein), against assets of, deposits with or for the account of of, or credit extended by any Credit Partyby, such Lender under this Agreement, or (iii) with respect to any Eurodollar Loan, shall result in the imposition impose on any Credit Party such Lender or the London interbank market of any other condition affecting this Agreement, such Credit Party’s Commitment Agreement or any Eurocurrency Loan or Fixed Rate Eurodollar Loan made by such Credit Party or any Letter of CreditLender, and the result of any of the foregoing shall be to increase the cost to such Credit Party Lender of maintaining its Commitment or of making or maintaining any Eurocurrency Eurodollar Loan or Fixed Rate Loan or of issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Credit Party Lender hereunder (whether of principal, interest interest, or otherwise) in respect thereof by an amount deemed in good faith by such Credit Party Lender to be material, then the Borrower shall pay to the Administrative Agent for the account of such Lender such additional amount or amounts as will compensate such Credit Party Lender for such additional costs increase or reduction will be paid by the Borrowers to such Credit Party Lender, to the extent such amounts have not been included in the calculation of the Eurodollar Rate, upon demand. Notwithstanding the foregoing, no Credit Party shall be entitled to request compensation under this paragraph, (A) with respect to any Competitive Loan made demand by such Credit Party if Lender (through the Change in Law giving rise to such request was applicable to such Credit Party at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made or issued, or (B) with respect to any Change in Law in respect of costs imposed on such Lender or Issuing Bank under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or Basel III (x) if the applicable Change in Law and the resulting costs shall have become fully effective without the need for any further legislative or regulatory action, and such increased costs shall have been determined by such Credit Party, in each case prior to July 20, 2011, or (y) if it shall not be the general policy or practice of such Credit Party to seek compensation in similar circumstances under similar provisions in comparable credit facilities, as determined in good faith by such Credit PartyAdministrative Agent).

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any Change change in Law shall result applicable law or regulation (including (i) any change in the impositionreserve percentages provided for in Regulation D, modification (ii) all requests, rules, guidelines, requirements and directives concerning capital adequacy or applicability 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 (collectively, “Basel III”), and (iii) 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 (collectively, “Xxxx-Xxxxx”)) or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof shall change the basis of taxation of payments to any Lender of the principal of or interest on any Eurocurrency Loan or Absolute Rate Loan made by such Lender (other than changes in respect of taxes imposed on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office (or in which it holds any Eurocurrency Loan or Absolute Rate Loan) or by any political subdivision or taxing authority therein and other than taxes that would not have been imposed but for the failure of such Lender to comply with applicable certification, information, documentation or other reporting requirements), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, of or deposits with or for the account of or credit extended by any Credit Partysuch Lender, or shall result in the imposition impose on any Credit Party such Lender or the London interbank market of any other condition affecting this Agreement, such Credit Party’s Commitment Agreement or any Eurocurrency Loan or Fixed Absolute Rate Loan made by such Credit Party or any Letter of CreditLender, and the result of any of the foregoing shall be to increase the cost to such Credit Party Lender of making or maintaining any Eurocurrency Loan or Fixed Absolute Rate Loan or of issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Credit Party Lender hereunder (whether of principal, interest or otherwise) in respect of any Eurocurrency Loan or Absolute Rate Loan by an amount deemed by such Credit Party Lender to be material, then the relevant Borrower agrees to pay to such Lender as provided in paragraph (c) below such additional amount or amounts as will compensate such Credit Party Lender for such additional costs incurred or reduction will be paid by the Borrowers to such Credit Party upon demandsuffered. Notwithstanding the foregoing, no Credit Party Lender shall be entitled to request compensation under this paragraph, (A) paragraph with respect to any Competitive Loan made by such Credit Party if the Change in Law change giving rise to such request was applicable to such Credit Party at the time of submission of shall, or in good faith should, have been taken into account in formulating the Competitive Bid pursuant to which such Competitive Loan was made or issued, or (B) with respect to any Change in Law in respect of costs imposed on such Lender or Issuing Bank under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or Basel III (x) if the applicable Change in Law and the resulting costs shall have become fully effective without the need for any further legislative or regulatory action, and such increased costs shall have been determined by such Credit Party, in each case prior to July 20, 2011, or (y) if it shall not be the general policy or practice of such Credit Party to seek compensation in similar circumstances under similar provisions in comparable credit facilities, as determined in good faith by such Credit Partymade.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if if, by reason of (i) after the date Effective Date, the introduction of this Agreement or any Change change (including any change by way of imposition or increase of reserve requirements) in Law shall result or in the imposition, modification or applicability interpretation of any law or regulation, or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority or quasi-Governmental Authority exercising control over banks or financial institutions generally (whether or not having the force of law), any reserve (including any imposed by the Federal Reserve Board), special deposit or similar requirement (including a reserve, special deposit or similar requirement that takes the form of a tax) against assets of, deposits with or for the account of of, or credit extended by by, any Credit Party, Participant's office through which it funds its obligations hereunder shall be imposed or shall result in the imposition on any Credit Party deemed applicable or the London interbank market of any other condition affecting this Agreement, such Credit Party’s Commitment its obligation to make or any Eurocurrency Loan or Fixed maintain its Funded Participant's Interest at a rate based upon the Adjusted LIBO Rate Loan made by such Credit Party or any Letter of Credit, and the result of any of the foregoing shall be to imposed on any Participant or its office through which it funds its obligations hereunder or the interbank Eurodollar market; and as a result thereof there shall be any increase in the cost to such Credit Party Participant of making agreeing to make or making, funding or maintaining any Eurocurrency Loan funds its obligations hereunder (except to the extent already included in the determination of the applicable Adjusted LIBO Rate), or Fixed Rate Loan or of issuing or maintaining any Letter of Credit or to reduce there shall be a reduction in the amount of any sum received or receivable by such Credit Party hereunder (whether of principal, interest that Participant or otherwise) by an amount deemed by such Credit Party to be materialits office through which it funds its obligations hereunder, then such additional amount or amounts as will compensate such Credit Party for such additional costs or reduction will be paid the Sponsor shall from time to time, upon written notice from and demand by the Borrowers Participant (with a copy of such notice and demand to the Servicer), pay to the Servicer for the account of that Participant within five Business Days after the date specified in such Credit Party upon notice and demand, additional amounts sufficient to indemnify that Participant against such increased cost. Notwithstanding A certificate as to the foregoing, no Credit Party shall be entitled amount of such increased cost submitted to request compensation under this paragraph, (A) with respect to any Competitive Loan made by such Credit Party if the Change in Law giving rise to such request was applicable to such Credit Party at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made or issued, or (B) with respect to any Change in Law in respect of costs imposed on such Lender or Issuing Bank under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or Basel III (x) if the applicable Change in Law Sponsor and the resulting costs shall have become fully effective without the need Servicer by that Participant, shall, except for any further legislative or regulatory actionmanifest error, be final, conclusive and such increased costs shall have been determined by such Credit Party, in each case prior to July 20, 2011, or (y) if it shall not be the general policy or practice of such Credit Party to seek compensation in similar circumstances under similar provisions in comparable credit facilities, as determined in good faith by such Credit Partybinding for all purposes.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any Regulatory Change or change in any Law (i) shall result subject the Paying Agent, a Bank or an Issuing Bank to any Taxes (other than (w) Indemnified Taxes, (x) Taxes described in the impositionclauses (c) and (e) of Excluded Taxes, modification (y) Other Taxes and (z) Other Connection Taxes imposed on or applicability measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, (ii) shall impose, modify, or deem applicable any reserve, special deposit deposit, compulsory loan, insurance charge or similar requirement with respect to any Eurodollar Loan against assets of, deposits with or for the account of of, or credit extended by any Credit Partyby, or shall result in the imposition on any Credit Party or the London interbank market of any other condition affecting such Bank under this Agreement, or (iii) with respect to any Eurodollar Loan, shall impose on such Credit Party’s Commitment Bank or the Eurodollar Interbank Market any other condition, cost or expense affecting this Agreement or any Eurocurrency Loan or Fixed Rate Eurodollar Loan made by such Credit Party or any Letter of CreditBank, and the result of any of the foregoing shall be to materially increase the actual cost to such Credit Party Bank (or such Paying Agent or Issuing Bank in the case of making (i)) of maintaining its Commitment or of making, converting to, continuing or maintaining any Eurocurrency Eurodollar Loan or Fixed Rate Loan or of issuing or maintaining any Letter of Credit or to materially reduce the amount of any sum received or receivable by such Credit Party Bank (or such Paying Agent or Issuing Bank in the case of (i)) hereunder (whether of principal, interest interest, or otherwise) by an amount deemed in respect thereof, then the Company shall pay to the Paying Agent for the account of such Bank (or such Paying Agent or Issuing Bank in the case of (i)), within ten days following delivery to the Company of the certificate specified in paragraph (c) below by such Credit Party to be materialBank (or such Paying Agent or Issuing Bank in the case of (i)), then such additional amount or amounts as will compensate reimburse such Credit Party for Bank (or such additional costs or reduction will be paid by the Borrowers to such Credit Party upon demand. Notwithstanding the foregoing, no Credit Party shall be entitled to request compensation under this paragraph, (A) with respect to any Competitive Loan made by such Credit Party if the Change in Law giving rise to such request was applicable to such Credit Party at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made or issued, or (B) with respect to any Change in Law in respect of costs imposed on such Lender Paying Agent or Issuing Bank under in the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act case of (i)) for such increase or Basel III reduction to such Bank (xor such Paying Agent or Issuing Bank in the case of (i)) if to the applicable Change in Law and the resulting costs shall have become fully effective without the need for any further legislative or regulatory action, and such increased costs shall have been determined by such Credit Party, in each case prior extent reasonably allocable to July 20, 2011, or (y) if it shall not be the general policy or practice of such Credit Party to seek compensation in similar circumstances under similar provisions in comparable credit facilities, as determined in good faith by such Credit Partythis Agreement.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement any Change change in Law shall result applicable law or regulation or in the impositioninterpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender or any Issuing Bank of the principal of or interest on any Eurocurrency Loan made by such Lender or any Fees or other amounts payable hereunder (other than changes in respect of franchise taxes and income taxes imposed on the overall net income of such Lender or such Issuing Bank, modification in each case (i) by the jurisdiction under the law of which such Lender or applicability such Issuing Bank has its principal office or by any political subdivision or taxing authority therein or (ii) by any other jurisdiction as a result of any present or former connection between such Lender or such Issuing Bank and the jurisdiction imposing such tax (other than any such connection arising solely from such Lender or Issuing Bank having executed, delivered or performed its obligations or received a payment hereunder or under any other Loan Document)), or 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 any Credit Party, Lender or any Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate pursuant to Section 2.14(c) below) or shall result in the imposition impose on any Credit Party such Lender or such Issuing Bank or the London interbank market of (or other relevant interbank market) any other condition affecting this Agreement, such Credit Party’s Commitment Agreement or any Eurocurrency Loan or Fixed Rate Loan Loans made by such Credit Party Lender or any Letter of CreditCredit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Credit Party Lender or such Issuing Bank of making or maintaining any Eurocurrency Loan or Fixed Rate Loan or increase the cost to any Lender of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Credit Party Lender or such Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Credit Party Lender or such Issuing Bank to be material, then the Borrowers jointly and severally agree to pay to such Lender or such Issuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Credit Party Lender or such Issuing Bank, as the case may be, for such additional costs incurred or reduction will be paid by the Borrowers to such Credit Party upon demand. Notwithstanding the foregoing, no Credit Party shall be entitled to request compensation under this paragraph, (A) with respect to any Competitive Loan made by such Credit Party if the Change in Law giving rise to such request was applicable to such Credit Party at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made or issued, or (B) with respect to any Change in Law in respect of costs imposed on such Lender or Issuing Bank under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or Basel III (x) if the applicable Change in Law and the resulting costs shall have become fully effective without the need for any further legislative or regulatory action, and such increased costs shall have been determined by such Credit Party, in each case prior to July 20, 2011, or (y) if it shall not be the general policy or practice of such Credit Party to seek compensation in similar circumstances under similar provisions in comparable credit facilities, as determined in good faith by such Credit Partysuffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any Change change in Law shall result applicable law or regulation or in the impositioninterpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender or the Fronting Bank in respect of any Letter of Credit or of the principal of or interest on any Eurodollar Loan made by such Lender or any Fees or other amounts payable hereunder (other than changes in respect of (i) taxes imposed on the overall net income of such Lender or the Fronting Bank by the jurisdiction in which such Lender or the Fronting Bank has its principal office or by any political subdivision or taxing authority therein and (ii) any Taxes described in Section 2.19), modification or applicability of shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, or deposits with or for the account of or credit extended by or, in the case of the Letters of Credit, participated in by such Lender (except any Credit Party, such reserve requirement which is reflected in the Adjusted LIBO Rate) or the Fronting Bank or shall result in the imposition impose on any Credit Party such Lender or the London Fronting Bank or the interbank Eurodollar market of any other condition affecting this Agreement, such Credit Party’s Commitment or any Eurocurrency Loan or Fixed Rate Loan made by such Credit Party or any Letter of CreditCredit (or any participation with respect thereto), the Revolving L/C Exposure or any Eurodollar Loans of such Lender or the Fronting Bank, and the result of any of the foregoing shall be to increase the cost to such Credit Party Lender or the Fronting Bank of making or maintaining its Revolving L/C Exposure or any Eurocurrency Eurodollar Loan or Fixed Rate Loan or (or, in the case of issuing or maintaining the Fronting Bank, of making any payment under any Letter of Credit Credit) or to reduce the amount of any sum received or receivable by such Credit Party Lender or the Fronting Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Credit Party Lender or the Fronting Bank to be material, then from time to time the Borrower will pay to such Lender or the Fronting Bank upon demand such additional amount or amounts as will compensate such Credit Party Lender or the Fronting Bank for such additional costs incurred or reduction will be paid by the Borrowers to such Credit Party upon demand. Notwithstanding the foregoing, no Credit Party shall be entitled to request compensation under this paragraph, (A) with respect to any Competitive Loan made by such Credit Party if the Change in Law giving rise to such request was applicable to such Credit Party at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made or issued, or (B) with respect to any Change in Law in respect of costs imposed on such Lender or Issuing Bank under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or Basel III (x) if the applicable Change in Law and the resulting costs shall have become fully effective without the need for any further legislative or regulatory action, and such increased costs shall have been determined by such Credit Party, in each case prior to July 20, 2011, or (y) if it shall not be the general policy or practice of such Credit Party to seek compensation in similar circumstances under similar provisions in comparable credit facilities, as determined in good faith by such Credit Partysuffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any Change in Law shall result in the imposition, modification or applicability of any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Credit Party, or shall result in the imposition on any Credit Party or the London interbank market of any other condition affecting this Agreement, such Credit Party’s Commitment or any Eurocurrency Loan or Fixed Rate Loan made by such Credit Party or any Letter of Credit, and the result of any of the foregoing shall be to increase the cost to such Credit Party of making or maintaining any Eurocurrency Loan or Fixed Rate Loan or of issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Credit Party hereunder (whether of principal, interest or otherwise) by an amount deemed by such Credit Party to be material, then such additional amount or amounts as will compensate such Credit Party for such additional costs or reduction will be paid by the Borrowers to such Credit Party upon demand. Notwithstanding the foregoing, no Credit Party shall be entitled to request compensation under this paragraph, (A) with respect to any Competitive Loan made by such Credit Party if the Change in Law giving rise to such request was applicable to such Credit Party at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made or issued, or (B) with respect to any Change in Law in respect of costs imposed on such Lender or Issuing Bank under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or Basel III (x) if the applicable Change in Law and the resulting costs shall have become fully effective without the need for any further legislative or regulatory action, and such increased costs shall have been determined by such Credit Party, in each case prior to July 20, 2011, or (y) if it shall not 45 be the general policy or practice of such Credit Party to seek compensation in similar circumstances under similar provisions in comparable credit facilities, as determined in good faith by such Credit Party.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any Change change in Law 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 change the basis of taxation of payments to any Lender or any Fronting Bank hereunder (except for changes in respect of taxes on the overall net income of such Lender or such Fronting Bank (as the case may be) or its lending office imposed by the jurisdiction in which such Lender's or such Fronting Bank's (as the case may be) principal executive office or lending office is located), or shall result in the imposition, modification or applicability of any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Credit Party, Lender or such Fronting Bank (as the case may be) or shall result in the imposition on any Credit Party Lender, any Fronting Bank or the London interbank market of any other condition affecting this Agreement, such Credit Party’s Lender's Commitment or any Eurocurrency Loan or Fixed Rate Loan Extension of Credit (other than an ABR Loan) made by such Credit Party Lender or any Letter of Creditsuch Fronting Bank, and the result of any of the foregoing shall be to increase the cost to such Credit Party Lender or such Fronting Bank (as the case may be) of making or maintaining any Eurocurrency Loan or Fixed Rate Loan or of issuing or maintaining any Letter of Outstanding Credit (other than an ABR Loan) or to reduce the amount of any sum received or receivable by such Credit Party Lender or such Fronting Bank (as the case may be) hereunder (whether of principal, interest or otherwise) by an amount deemed by such Credit Party Lender or such Fronting Bank (as the case may be) to be material, then the applicable Borrower or, if the foregoing circumstances do not relate to a particular Borrowing, Energy shall, upon receipt of the notice and certificate provided for in Section 2.10(c), promptly pay to such Lender or such Fronting Bank (as the case may be) such additional amount or amounts as will compensate such Credit Party Lender or such Fronting Bank (as the case may be) for such additional costs incurred or reduction will be paid by the Borrowers to such Credit Party upon demand. Notwithstanding the foregoing, no Credit Party shall be entitled to request compensation under this paragraph, (A) with respect to any Competitive Loan made by such Credit Party if the Change in Law giving rise to such request was applicable to such Credit Party at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made or issued, or (B) with respect to any Change in Law in respect of costs imposed on such Lender or Issuing Bank under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or Basel III (x) if the applicable Change in Law and the resulting costs shall have become fully effective without the need for any further legislative or regulatory action, and such increased costs shall have been determined by such Credit Party, in each case prior to July 20, 2011, or (y) if it shall not be the general policy or practice of such Credit Party to seek compensation in similar circumstances under similar provisions in comparable credit facilities, as determined in good faith by such Credit Partysuffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement any Change in Law shall result in the impositionimpose, modification modify or applicability of deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Credit PartyLender or Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate), shall subject any Lender, any Issuing Bank or the Administrative Agent to any Taxes (other than (i) Indemnified Taxes imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (ii) Excluded Taxes) on its Loans, Commitments or other obligations or its deposits, reserves, other liabilities or capital attributable thereto or shall result in the imposition impose on any Credit Party such Lender or Issuing Bank or the London interbank market of any other condition affecting this Agreement, such Credit Party’s Commitment Agreement or any Eurocurrency Loan or Fixed Rate Loan Eurodollar Loans made by such Credit Party Lender or any Letter of CreditCredit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Credit Party Lender or Issuing Bank of making or maintaining any Eurocurrency Eurodollar Loan or Fixed Rate Loan increase the cost to any Lender or Issuing Bank of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Credit Party Lender or Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Credit Party Lender or Issuing Bank to be material, then the Borrower will pay to such Lender or Issuing Bank, as the case may be, from time to time such additional amount or amounts as will compensate such Credit Party Lender or Issuing Bank, as the case may be, for such additional costs incurred or reduction will be paid by the Borrowers to such Credit Party upon demand. Notwithstanding the foregoing, no Credit Party shall be entitled to request compensation under this paragraph, (A) with respect to any Competitive Loan made by such Credit Party if the Change in Law giving rise to such request was applicable to such Credit Party at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made or issued, or (B) with respect to any Change in Law in respect of costs imposed on such Lender or Issuing Bank under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or Basel III (x) if the applicable Change in Law and the resulting costs shall have become fully effective without the need for any further legislative or regulatory action, and such increased costs shall have been determined by such Credit Party, in each case prior to July 20, 2011, or (y) if it shall not be the general policy or practice of such Credit Party to seek compensation in similar circumstances under similar provisions in comparable credit facilities, as determined in good faith by such Credit Partysuffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement any Change in Law shall result in the impositionshall: (i) impose, modification modify or applicability of deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Credit PartyLender or the Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate), (ii) subject any Agent, Lender or the Issuing Bank to any Taxes (other than Indemnified Taxes, Excluded Taxes and Other Taxes) on its Loans, loan principal, Letters of Credit, Commitments or other obligations, or shall result in its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on such Lender or the imposition on any Credit Party Issuing Bank or the London interbank market of any other condition affecting this Agreement, such Credit Party’s Commitment Agreement or any Eurocurrency Loan or Fixed Rate Loan Eurodollar Loans made by such Credit Party Lender or any Letter of CreditCredit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Credit Party Lender or the Issuing Bank of making or maintaining any Eurocurrency Eurodollar Loan or Fixed Rate Loan increase the cost to any Lender or the Issuing Bank of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Credit Party Lender or the Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Credit Party Lender or the Issuing Bank to be material, then the Borrower will pay to such Lender or the Issuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Credit Party Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction will be paid by the Borrowers to such Credit Party upon demand. Notwithstanding the foregoing, no Credit Party shall be entitled to request compensation under this paragraph, (A) with respect to any Competitive Loan made by such Credit Party if the Change in Law giving rise to such request was applicable to such Credit Party at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made or issued, or (B) with respect to any Change in Law in respect of costs imposed on such Lender or Issuing Bank under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or Basel III (x) if the applicable Change in Law and the resulting costs shall have become fully effective without the need for any further legislative or regulatory action, and such increased costs shall have been determined by such Credit Party, in each case prior to July 20, 2011, or (y) if it shall not be the general policy or practice of such Credit Party to seek compensation in similar circumstances under similar provisions in comparable credit facilities, as determined in good faith by such Credit Partysuffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement any Change in Law shall result in the imposition(i) impose, modification modify or applicability of deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Credit Party, Lender or shall result an Issuing Bank (except any such reserve requirement which is reflected in the imposition Adjusted Term SOFR Rate), (ii) impose on any Credit Party such Lender or such Issuing Bank or the London interbank market of any other condition (other than Taxes) affecting this Agreement, such Credit Party’s Commitment Agreement or any Eurocurrency Loan or Fixed Rate Loan Term Benchmark Loans made by such Credit Party Lender or any Letter of CreditCredit or participation therein or (iii) subject any Lender or Issuing Bank to any Taxes (other than (A) Indemnified Taxes and (B) Excluded Taxes) on its loans, loan principal, letters of credit, commitments or other obligations, or its deposits, reserves, other liability or capital attributable thereto, and the result of any of the foregoing shall be to increase the cost to such Credit Party Lender or such Issuing Bank of making or maintaining any Eurocurrency Term Benchmark Loan or Fixed Rate Loan or increase the cost to any Lender of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Credit Party Lender or such Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Credit Party Lender or such Issuing Bank to be material, then the Borrower will pay to such Lender or the Issuing Bank, as the case may be, from time to time such additional amount or amounts as will compensate such Credit Party Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction will be paid by the Borrowers to such Credit Party upon demand. Notwithstanding the foregoing, no Credit Party shall be entitled to request compensation under this paragraph, (A) with respect to any Competitive Loan made by such Credit Party if the Change in Law giving rise to such request was applicable to such Credit Party at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made or issued, or (B) with respect to any Change in Law in respect of costs imposed on such Lender or Issuing Bank under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or Basel III (x) if the applicable Change in Law and the resulting costs shall have become fully effective without the need for any further legislative or regulatory action, and such increased costs shall have been determined by such Credit Party, in each case prior to July 20, 2011, or (y) if it shall not be the general policy or practice of such Credit Party to seek compensation in similar circumstances under similar provisions in comparable credit facilities, as determined in good faith by such Credit Partysuffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement any Change in Law affecting any Lender or Issuing Bank or any lending office of such Lender’s or Issuing Bank’s holding company, if any, shall result in the imposition(i) impose, modification modify or applicability of deem applicable any reserve, special deposit deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or any Issuing Bank (except any such reserve requirement which is reflected in the Reserve Adjusted Eurodollar Rate), (ii) subject the Administrative Agent, any Lender or any Issuing Bank to any Taxes in connection with this Agreement or any Loan, Letter of Credit Partyor Commitment made hereunder or its deposits, reserves, other liabilities or capital attributable thereto, or shall result change the basis of taxation payments in respect thereof (except, in each case, (A) for Indemnified Taxes or Other Taxes indemnified pursuant to Section 2.20, (B) Taxes described in clauses (b) through (d) of the imposition definition of Excluded Taxes and (C) Connection Income Taxes) or (iii) impose on any Credit Party such Lender or such Issuing Bank or the London interbank market of any other condition affecting this Agreement, such Credit Party’s Commitment Agreement or any Eurocurrency Loan or Fixed Rate Loan Eurodollar Loans made by such Credit Party Lender or any Letter of CreditCredit or participation therein, and the result of any of the foregoing shall be to increase the cost (other than Taxes) to such Credit Party Lender or such Issuing Bank of making or maintaining any Eurocurrency Eurodollar Loan or Fixed Rate Loan increase the cost (other than Taxes) to any Lender or any Issuing Bank of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Credit Party Lender or such Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Credit Party to be material), then the Borrower will pay to such Lender or such Issuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Credit Party Lender or such Issuing Bank, as the case may be, for such additional costs incurred or reduction will be paid by the Borrowers to such Credit Party upon demand. Notwithstanding the foregoing, no Credit Party shall be entitled to request compensation under this paragraph, (A) with respect to any Competitive Loan made by such Credit Party if the Change in Law giving rise to such request was applicable to such Credit Party at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made or issued, or (B) with respect to any Change in Law in respect of costs imposed on such Lender or Issuing Bank under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or Basel III (x) if the applicable Change in Law and the resulting costs shall have become fully effective without the need for any further legislative or regulatory action, and such increased costs shall have been determined by such Credit Party, in each case prior to July 20, 2011, or (y) if it shall not be the general policy or practice of such Credit Party to seek compensation in similar circumstances under similar provisions in comparable credit facilities, as determined in good faith by such Credit Partysuffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any Regulatory Change or change in any Law (i) shall result subject the Paying Agent, a Bank or an Issuing Bank to any Taxes (other than (w) Indemnified Taxes, (x) Taxes described in the impositionclauses (a), modification (b), (c) and (e) of Excluded Taxes, (y) Other Taxes and (z) Other Connection Taxes imposed on gross or applicability measured by net income, profits or revenue (including value-added or similar Taxes) (however denominated) or that are franchise Taxes or branch profits Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, (ii) shall impose, modify, or deem applicable any reserve, special deposit deposit, compulsory loan, insurance charge or similar requirement with respect to any Eurodollar Loan against assets of, deposits with or for the account of of, or credit extended by by, such Bank under this Agreement (without duplication of any Credit Partyamounts paid pursuant to Section 2.8(c)), or (iii) with respect to any Eurodollar Loan, shall result in the imposition impose on any Credit Party such Bank or the London interbank market of Eurodollar Interbank Market any other condition condition, cost or expense affecting this Agreement, such Credit Party’s Commitment Agreement or any Eurocurrency Loan or Fixed Rate Eurodollar Loan made by such Credit Party or any Letter of CreditBank, and the result of any of the foregoing shall be to materially increase the actual cost to such Credit Party Bank (or such Paying Agent or Issuing Bank in the case of making (i)) of maintaining its Commitment or of making, converting to, continuing or maintaining any Eurocurrency Eurodollar Loan or Fixed Rate Loan or of issuing or maintaining any Letter of Credit or to materially reduce the amount of any sum received or receivable by such Credit Party Bank (or such Paying Agent or Issuing Bank in the case of (i)) hereunder (whether of principal, interest interest, or otherwise) by an amount deemed in respect thereof, then the Company shall pay to the Paying Agent for the account of such Bank (or such Paying Agent or Issuing Bank in the case of (i)), within ten days following delivery to the Company of the 509265-1983-14872-Active.19588122.12 certificate specified in paragraph (c) below by such Credit Party to be materialBank (or such Paying Agent or Issuing Bank in the case of (i)), then such additional amount or amounts as will compensate reimburse such Credit Party for Bank (or such additional costs or reduction will be paid by the Borrowers to such Credit Party upon demand. Notwithstanding the foregoing, no Credit Party shall be entitled to request compensation under this paragraph, (A) with respect to any Competitive Loan made by such Credit Party if the Change in Law giving rise to such request was applicable to such Credit Party at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made or issued, or (B) with respect to any Change in Law in respect of costs imposed on such Lender Paying Agent or Issuing Bank under in the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act case of (i)) for such increase or Basel III reduction to such Bank (xor such Paying Agent or Issuing Bank in the case of (i)) if to the applicable Change in Law and the resulting costs shall have become fully effective without the need for any further legislative or regulatory action, and such increased costs shall have been determined by such Credit Party, in each case prior extent reasonably allocable to July 20, 2011, or (y) if it shall not be the general policy or practice of such Credit Party to seek compensation in similar circumstances under similar provisions in comparable credit facilities, as determined in good faith by such Credit Partythis Agreement.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement i. If any Change in Law shall result in the imposition(i) impose, modification modify or applicability of deem applicable any reserve, special deposit deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of of, or credit extended by or participated in by, any Credit PartyLender (except any reserve requirement reflected in the Adjusted LIBO Rate); (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes) and (C) Connection Income Taxes) on its loans, loan principal, commitments, or shall result in the imposition other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Credit Party Lender or the London interbank market of any other condition condition, cost or expense (other than Taxes) affecting this Agreement, such Credit Party’s Commitment Agreement or any Eurocurrency Loan or Fixed Rate Loan Loans made by such Credit Party or any Letter of Credit, Lender; and the result of any of the foregoing shall be to increase the cost to such Credit Party Lender or such other Recipient of making making, converting to, continuing or maintaining any Eurocurrency Loan or Fixed Rate Loan or of issuing or maintaining its obligation to make any Letter of Credit such Loan, or to reduce the amount of any sum received or receivable by such Credit Party Lender or other Recipient hereunder (whether of principal, interest or otherwiseany other amount) by an amount deemed by then, upon request of such Credit Party Lender or other Recipient setting forth in reasonable detail such increased costs or reduction, the Borrower will pay to be materialsuch Lender or other Recipient, then as the case may be, such additional amount or amounts as will compensate such Credit Party Lender or other Recipient, as the case may be, for such additional costs incurred or reduction will be paid by the Borrowers to such Credit Party upon demand. Notwithstanding the foregoing, no Credit Party shall be entitled to request compensation under this paragraph, (A) with respect to any Competitive Loan made by such Credit Party if the Change in Law giving rise to such request was applicable to such Credit Party at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made or issued, or (B) with respect to any Change in Law in respect of costs imposed on such Lender or Issuing Bank under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or Basel III (x) if the applicable Change in Law and the resulting costs shall have become fully effective without the need for any further legislative or regulatory action, and such increased costs shall have been determined by such Credit Party, in each case prior to July 20, 2011, or (y) if it shall not be the general policy or practice of such Credit Party to seek compensation in similar circumstances under similar provisions in comparable credit facilities, as determined in good faith by such Credit Partysuffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any Change change in Law 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 change the basis of taxation of payments to any Lender or any LC Bank hereunder (except for changes in respect of taxes on the overall net income of such Lender or LC Bank (as the case may be) or its lending office imposed by the jurisdiction in which such Lender's or LC Bank's (as the case may be) principal executive office or lending office is located), or shall result in the imposition, modification or applicability of any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Credit PartyLender or any LC Bank, or shall result in the imposition on any Credit Party Lender, any LC Bank or the London interbank market of any other condition affecting this Agreement, such Lender's Commitment, any Letter of Credit Party’s Commitment or any Eurocurrency Loan or Fixed Rate Loan (other than an ABR Loan) made by such Credit Party or any Letter of CreditLender, and the result of any of the foregoing shall be to increase the cost to such Credit Party Lender or LC Bank (as the case may be) of making or maintaining any Eurocurrency Loan or Fixed Rate Loan or of issuing or maintaining any Letter of Credit or making or maintaining any Loan (other than an ABR Loan) or to reduce the amount of any sum received or receivable by such Credit Party Lender or LC Bank (as the case may be) hereunder (whether of principal, interest or otherwise) by an amount deemed by such Credit Party Lender or LC Bank (as the case may be) to be material, then the Borrower shall, upon receipt of the notice and certificate provided for in Section 2.12(c), promptly pay to such Lender or LC Bank (as the case may be) such additional amount or amounts as will compensate such Credit Party Lender or LC Bank (as the case may be) for such additional costs incurred or reduction will be paid by the Borrowers to such Credit Party upon demand. Notwithstanding the foregoing, no Credit Party shall be entitled to request compensation under this paragraph, (A) with respect to any Competitive Loan made by such Credit Party if the Change in Law giving rise to such request was applicable to such Credit Party at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made or issued, or (B) with respect to any Change in Law in respect of costs imposed on such Lender or Issuing Bank under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or Basel III (x) if the applicable Change in Law and the resulting costs shall have become fully effective without the need for any further legislative or regulatory action, and such increased costs shall have been determined by such Credit Party, in each case prior to July 20, 2011, or (y) if it shall not be the general policy or practice of such Credit Party to seek compensation in similar circumstances under similar provisions in comparable credit facilities, as determined in good faith by such Credit Partysuffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any Change change in Law shall result applicable law or regulation or in the impositioninterpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender or Fronting Bank in respect of any Letter of Credit or of the principal of or interest on any Eurodollar Loan made by such Lender or any Fees or other amounts payable hereunder (other than changes in respect of (i) taxes imposed on the overall net income (and franchise taxes imposed in lieu thereof) of such Lender or Fronting Bank by the jurisdiction in which such Lender or Fronting Bank is organized or has an office or by any political subdivision or taxing authority therein but such tax does not arise as a result of any connection by the Borrower with such jurisdiction or from a connection arising solely by virtue of the activity of such Lender or Fronting Bank or the Administrative Agent, modification as the case may be, pursuant to or applicability in respect of this Agreement or under any other Loan Document and (ii) any Taxes or Other Taxes described in Section 2.19), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, or deposits with or for the account of or credit extended by or, in the case of the Letters of Credit, participated in by such Lender (except any Credit Party, such reserve requirement which is reflected in the Adjusted LIBO Rate) or Fronting Bank or shall result in the imposition impose on any Credit Party such Lender or Fronting Bank or the London interbank Eurodollar market of any other condition affecting this Agreement, such Credit Party’s Commitment or any Eurocurrency Loan or Fixed Rate Loan made by such Credit Party or any Letter of CreditCredit (or any participation with respect thereto), the Revolving L/C Exposure or any Eurodollar Loans of such Lender or Fronting Bank, and the result of any of the foregoing shall be to increase the cost to such Credit Party Lender or Fronting Bank of making or maintaining its Revolving L/C Exposure or any Eurocurrency Eurodollar Loan or Fixed Rate Loan or (or, in the case of issuing or maintaining the Fronting Bank, of making any payment under any Letter of Credit Credit) or to reduce the amount of any sum received or receivable by such Credit Party Lender or Fronting Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Credit Party Lender or Fronting Bank to be material, then from time to time the Borrower will pay to such Lender or Fronting Bank upon demand such additional amount or amounts as will compensate such Credit Party Lender or Fronting Bank for such additional costs incurred or reduction will be paid by the Borrowers to such Credit Party upon demand. Notwithstanding the foregoing, no Credit Party shall be entitled to request compensation under this paragraph, (A) with respect to any Competitive Loan made by such Credit Party if the Change in Law giving rise to such request was applicable to such Credit Party at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made or issued, or (B) with respect to any Change in Law in respect of costs imposed on such Lender or Issuing Bank under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or Basel III (x) if the applicable Change in Law and the resulting costs shall have become fully effective without the need for any further legislative or regulatory action, and such increased costs shall have been determined by such Credit Party, in each case prior to July 20, 2011, or (y) if it shall not be the general policy or practice of such Credit Party to seek compensation in similar circumstances under similar provisions in comparable credit facilities, as determined in good faith by such Credit Partysuffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if If after the date of this Agreement any Change in Law shall result (or as provided in the impositionlast sentence of this Section 2.08(a)) any adoption, modification issuance or applicability change in applicable law, rule or regulation, guideline, request or directive 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 but with respect to which similarly situated banks generally comply) (i) shall impose on any Bank or any Issuing Bank any Taxes (other than Indemnified Taxes and Excluded Taxes) on its loans, loan principal, letters of credit, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, (ii) shall impose, modify or deem applicable any reserve, special deposit deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of of, or credit extended by by, any Credit Party, Bank or any Issuing Bank or (iii) shall result in the imposition impose on any Credit Party Bank or the London interbank market of any Issuing Bank any other cost or condition (other than Taxes), however denominated, affecting this Agreement, such Credit Party’s Commitment Agreement or any Eurocurrency Loan or Fixed Rate Loan made by such Credit Party Bank or any Letter of CreditCredit issued by such Issuing Bank or any participations therein (any change referred to in any of the preceding clauses (i), (ii), or (iii) being called an “Increased Cost Change”), and the result of any of the foregoing shall be to increase the cost to such Credit Party Bank or Issuing Bank of making or maintaining any Eurocurrency Loan (or Fixed Rate Loan maintaining a Revolving Credit Commitment) or of issuing or maintaining any Letter of Credit (or maintaining its obligation to issue Letters of Credit) or to reduce the amount of any sum received or receivable by such Credit Party Bank or Issuing Bank hereunder (whether of principal, interest or otherwise) in respect thereof by an amount deemed in good faith by such Credit Party Bank or Issuing Bank to be material, then then, subject to Section 2.08(d) hereof, such additional amount or amounts as will compensate such Credit Party Bank or Issuing Bank for such additional costs increase or reduction will be paid by the Borrowers Company to such Credit Party upon demand. Notwithstanding the foregoing, no Credit Party shall be entitled to request compensation under this paragraph, (A) with respect to any Competitive Loan made by such Credit Party if the Change in Law giving rise to such request was applicable to such Credit Party at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made or issued, or (B) with respect to any Change in Law in respect of costs imposed on such Lender Bank or Issuing Bank under as provided in Section 2.08(c) hereof. Any such amount determined pursuant to this Section 2.08(a) shall be computed on the basis of the net effect of any Increased Cost Changes incurred by such Bank or Issuing Bank from time to time after the Effective Date of this Agreement. For all purposes of this Section 2.08, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel III Committee on Banking Regulations and Supervisory Practices (xor any successor similar authority) if or the applicable Change in Law and the resulting costs shall have become fully effective without the need for any further legislative United States or foreign financial regulatory action, and such increased costs shall have been determined by such Credit Partyauthorities, in each case prior pursuant to July 20Basel III, 2011shall in each case, if they shall have any of the effects referred to in clauses (i), (ii) or (yiii) if it shall not of this Section 2.08(a), be deemed to be an “Increased Cost Change”, whether enacted, adopted, promulgated or issued before or after the general policy or practice date of such Credit Party to seek compensation in similar circumstances under similar provisions in comparable credit facilities, as determined in good faith by such Credit Partythis Agreement.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any Change change in Law 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 change the basis of taxation of payments to any Lender or any Fronting Bank hereunder (except for changes in respect of taxes on the overall net income of such Lender or such Fronting Bank (as the case may be) or its lending office imposed by the jurisdiction in which such Lender's or such Fronting Bank's (as the case may be) principal executive office or lending office is located), or shall result in the imposition, modification or applicability of any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Credit Party, Lender or such Fronting Bank (as the case may be) or shall result in the imposition on any Credit Party Lender, any Fronting Bank or the London interbank market of any other condition affecting this Agreement, such Credit Party’s Lender's Commitment or any Eurocurrency Loan or Fixed Rate Loan Extension of Credit (other than an ABR Loan) made by such Credit Party Lender or any Letter of Creditsuch Fronting Bank, and the result of any of the foregoing shall be to increase the cost to such Credit Party Lender or such Fronting Bank (as the case may be) of making or maintaining any Eurocurrency Loan or Fixed Rate Loan or of issuing or maintaining any Letter of Outstanding Credit (other than an ABR Loan) or to reduce the amount of any sum received or receivable by such Credit Party Lender or such Fronting Bank (as the case may be) hereunder (whether of principal, interest or otherwise) by an amount deemed by such Credit Party Lender or such Fronting Bank (as the case may be) to be material, then the applicable Borrower or, if the foregoing circumstances do not relate to a particular Borrowing, Holdings shall, upon receipt of the notice and certificate provided for in Section 2.11(c), promptly pay to such Lender or such Fronting Bank (as the case may be) such additional amount or amounts as will compensate such Credit Party Lender or such Fronting Bank (as the case may be) for such additional costs incurred or reduction will be paid by the Borrowers to such Credit Party upon demand. Notwithstanding the foregoing, no Credit Party shall be entitled to request compensation under this paragraph, (A) with respect to any Competitive Loan made by such Credit Party if the Change in Law giving rise to such request was applicable to such Credit Party at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made or issued, or (B) with respect to any Change in Law in respect of costs imposed on such Lender or Issuing Bank under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or Basel III (x) if the applicable Change in Law and the resulting costs shall have become fully effective without the need for any further legislative or regulatory action, and such increased costs shall have been determined by such Credit Party, in each case prior to July 20, 2011, or (y) if it shall not be the general policy or practice of such Credit Party to seek compensation in similar circumstances under similar provisions in comparable credit facilities, as determined in good faith by such Credit Partysuffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any Change change in Law shall result applicable law or regulation or in the impositioninterpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender or the Fronting Bank in respect of any Letter of Credit or of the principal of or interest on any Eurodollar Loan made by such Lender or any Fees or other amounts payable hereunder (other than changes in respect of (i) the rate of tax imposed on the overall net income of such Lender or the Fronting Bank and (ii) any Covered Taxes described in Section 2.17), modification or applicability of shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, or deposits with or for the account of or credit extended by or, in the case of the Letters of Credit, participated in by such Lender (except any Credit Party, such reserve requirement which is reflected in the Eurodollar Rate) or the Fronting Bank or shall result in the imposition impose on any Credit Party such Lender or the London Fronting Bank or the interbank eurodollar market of any other condition affecting this Agreement, such any Letter of Credit Party’s (or any participation with respect thereto), the Letter of Credit Exposure, the Letter of Credit Commitment or any Eurocurrency Loan Eurodollar Loans of such Lender or Fixed Rate Loan made by such Credit Party or any Letter of Creditthe Fronting Bank, and the result of any of the foregoing shall be to increase the cost to such Credit Party Lender or the Fronting Bank of making or maintaining its Letter of Credit Exposure, its Letter of Credit Commitment or any Eurocurrency Eurodollar Loan or Fixed Rate Loan or (or, in the case of issuing or maintaining the Fronting Bank, of making any payment under any Letter of Credit Credit) or to reduce the amount of any sum received or receivable by such Credit Party Lender or the Fronting Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Credit Party Lender or the Fronting Bank to be material, then from time to time the Borrower will pay to such Lender or the Fronting Bank upon demand such additional amount or amounts as will compensate such Credit Party Lender or the Fronting Bank for such additional costs incurred or reduction will be paid by the Borrowers to such Credit Party upon demand. Notwithstanding the foregoing, no Credit Party shall be entitled to request compensation under this paragraph, (A) with respect to any Competitive Loan made by such Credit Party if the Change in Law giving rise to such request was applicable to such Credit Party at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made or issued, or (B) with respect to any Change in Law in respect of costs imposed on such Lender or Issuing Bank under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or Basel III (x) if the applicable Change in Law and the resulting costs shall have become fully effective without the need for any further legislative or regulatory action, and such increased costs shall have been determined by such Credit Party, in each case prior to July 20, 2011, or (y) if it shall not be the general policy or practice of such Credit Party to seek compensation in similar circumstances under similar provisions in comparable credit facilities, as determined in good faith by such Credit Partysuffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any Change change in Law shall result applicable law or regulation or in the impositioninterpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender or any Fronting Bank in respect of any Letter of Credit or of the principal of or interest on any Eurodollar Loan made by such Lender or any Fees or other amounts payable hereunder (other than changes in respect of (i) taxes imposed on the overall net income of such Lender or such Fronting Bank by the jurisdiction in which such Lender or such Fronting Bank has its principal office or by any political subdivision or taxing authority therein and (ii) any Taxes described in Section 2.19), modification or applicability of shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, or deposits with or for the account of or credit extended by or, in the case of the Letters of Credit, participated in by such Lender (except any Credit Party, such reserve requirement which is reflected in the Adjusted LIBO Rate) or such Fronting Bank or shall result in the imposition impose on any Credit Party such Lender or such Fronting Bank or the London interbank eurodollar market of any other condition affecting this Agreement, such any Letter of Credit Party’s (or any participation with respect thereto), the Letter of Credit Exposure, the Letter of Credit Commitment or any Eurocurrency Loan Eurodollar Loans of such Lender or Fixed Rate Loan made by such Credit Party or any Letter of CreditFronting Bank, and the result of any of the foregoing shall be to increase the cost to such Credit Party Lender or such Fronting Bank of making or maintaining its Letter of Credit Exposure, its Letter of Credit Commitment or any Eurocurrency Eurodollar Loan or Fixed Rate Loan or (or, in the case of issuing or maintaining such Fronting Bank, of making any payment under any Letter of Credit Credit) or to reduce the amount of any sum received or receivable by such Credit Party Lender or such Fronting Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Credit Party Lender or such Fronting Bank to be material, then from time to time the Borrower will pay to such Lender or such Fronting Bank upon demand such additional amount or amounts as will compensate such Credit Party Lender or such Fronting Bank for such additional costs incurred or reduction will be paid by the Borrowers to such Credit Party upon demand. Notwithstanding the foregoing, no Credit Party shall be entitled to request compensation under this paragraph, (A) with respect to any Competitive Loan made by such Credit Party if the Change in Law giving rise to such request was applicable to such Credit Party at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made or issued, or (B) with respect to any Change in Law in respect of costs imposed on such Lender or Issuing Bank under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or Basel III (x) if the applicable Change in Law and the resulting costs shall have become fully effective without the need for any further legislative or regulatory action, and such increased costs shall have been determined by such Credit Party, in each case prior to July 20, 2011, or (y) if it shall not be the general policy or practice of such Credit Party to seek compensation in similar circumstances under similar provisions in comparable credit facilities, as determined in good faith by such Credit Partysuffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinExcept with respect to Indemnified Taxes and Other Taxes, which shall be governed solely and exclusively by Section 2.23, if (i) after the date of this Agreement Closing Date any Change change in Applicable Law shall result or regulation or in the impositioninterpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law), modification (ii) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or applicability the compliance with any requests, rules, guidelines or directives thereunder or issued in connection therewith, regardless of the date enacted, adopted or issued or (iii) the compliance with any requests, rules, guidelines or directives promulgated by the Bank for International settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, regardless of the date enacted, adopted or issued (x) 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, any Credit PartyLender, or (y) shall result in the imposition impose on any Credit Party Lender or the London interbank Interbank market of any other condition affecting this Agreement, such Credit Party’s Commitment Agreement or any Eurocurrency LIBOR Loan or Fixed Rate Competitive Loan made by such Credit Party Lender or (z) shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any LIBOR Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof, and the result of any of the foregoing shall be to increase the cost (other than, except as provided in clause (z), the amount of Taxes, if any) to such Credit Party Lender of making or maintaining any Eurocurrency LIBOR Loan or Fixed Rate Competitive Loan or of issuing or maintaining any Letter of Credit or to reduce the amount (other than a reduction resulting from an increase in Taxes, if any) of any sum received or receivable by such Credit Party Lender hereunder (whether of principal, interest or otherwise) in respect thereof by an amount deemed in good faith by such Credit Party Lender to be material, then the Borrower or the relevant Subsidiary Borrower shall pay such additional amount or amounts as will compensate such Credit Party Lender for such additional costs increase or reduction will be paid by the Borrowers to such Credit Party upon demand. Notwithstanding the foregoing, no Credit Party shall be entitled to request compensation under this paragraph, (A) with respect to any Competitive Loan made by such Credit Party if the Change in Law giving rise to such request was applicable to such Credit Party at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made or issued, or (B) with respect to any Change in Law in respect of costs imposed on such Lender or Issuing Bank under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or Basel III (x) if the applicable Change in Law and the resulting costs shall have become fully effective without the need for any further legislative or regulatory action, and such increased costs shall have been determined by such Credit Party, in each case prior to July 20, 2011, or (y) if it shall not be the general policy or practice of such Credit Party to seek compensation in similar circumstances under similar provisions in comparable credit facilities, as determined in good faith by such Credit PartyLender.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement any Change in Law shall result change the basis of taxation of payments to the Administrative Agent, any Lender or any Issuing Bank of the principal of or interest on any Eurocurrency Loan or Australian Fronted Fixed Rate Loan made by such Lender or any Fees or other amounts payable under any Loan Document (other than changes in respect of Indemnified Taxes, Taxes described in clauses (ii), (iii) and (iv) of the impositiondefinition of Excluded Taxes and Connection Income Taxes), modification or applicability of shall impose, modify or deem applicable any reserve, special deposit deposit, liquidity or similar requirement against assets of, deposits with or for the account of or credit extended by any Credit PartyLender or any Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate, the EURIBO Rate or the Bank Xxxx Rate, as the case may be) or shall result in the imposition impose on any Credit Party such Lender or such Issuing Bank or the London interbank market of (or other relevant interbank market) any other condition affecting this Agreement, such Credit Party’s Commitment Agreement or any Eurocurrency Loan Loans or Australian Fronted Fixed Rate Loan Loans made by such Credit Party Lender or any Letter of CreditCredit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Credit Party Lender or such Issuing Bank of making or maintaining any Eurocurrency Loan or Australian Fronted Fixed Rate Loan or increase the cost to any Lender of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Credit Party Lender or such Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Credit Party Lender or such Issuing Bank to be material, then the Borrowers will pay to such Lender or such Issuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Credit Party Lender or such Issuing Bank, as the case may be, for such additional costs incurred or reduction will be paid by the Borrowers to such Credit Party upon demand. Notwithstanding the foregoing, no Credit Party shall be entitled to request compensation under this paragraph, (A) with respect to any Competitive Loan made by such Credit Party if the Change in Law giving rise to such request was applicable to such Credit Party at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made or issued, or (B) with respect to any Change in Law in respect of costs imposed on such Lender or Issuing Bank under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or Basel III (x) if the applicable Change in Law and the resulting costs shall have become fully effective without the need for any further legislative or regulatory action, and such increased costs shall have been determined by such Credit Party, in each case prior to July 20, 2011, or (y) if it shall not be the general policy or practice of such Credit Party to seek compensation in similar circumstances under similar provisions in comparable credit facilities, as determined in good faith by such Credit Partysuffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if If after the date of this Agreement any Change change in Law shall result applicable law or regulation or in the impositioninterpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law but with respect to which similarly situated banks generally comply) (any such change, modification an "Increased Cost Change") (i) shall change the basis of taxation of payments to any Bank of the principal of or applicability interest on any Eurodollar Loan or Fixed Rate Loan made by such Bank or any other fees or amounts payable hereunder (other than (x) taxes imposed on the overall net income of such Bank by the jurisdiction in which such Bank has its principal or lending office or by any political subdivision or taxing authority therein (or any tax which is enacted or adopted by such jurisdiction, political subdivision or taxing authority as a direct substitute for any such 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), or (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 any Credit Partyby, such Bank or (iii) shall result in the imposition impose on any Credit Party such Bank or on the London interbank market of Interbank Market any other condition affecting this Agreement, such Credit Party’s Commitment Agreement or any Eurocurrency Loan or Fixed Rate Eurodollar Loan made by such Credit Party or any Letter of CreditBank, and the result of any of the foregoing shall be to increase the cost to such Credit Party Bank of making or maintaining any Eurocurrency Eurodollar Loan or Fixed Rate Loan or of issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Credit Party Bank hereunder (whether of principal, interest or otherwise) in respect thereof by an amount deemed in good faith by such Credit Party Bank to be material, then then, subject to Section 2.07(d) hereof, such additional amount or amounts as will compensate such Credit Party Bank for such additional costs increase or reduction will be paid by the Borrowers Company to such Credit Party upon demandBank as provided in Section 2.07(c) hereof. Notwithstanding the foregoing, no Credit Party Any such amount determined pursuant to this Section 2.07(a) shall be entitled to request compensation under this paragraph, (A) with respect to computed on the basis of the net effect of any Competitive Loan made Increased Cost Changes incurred by such Credit Party if Bank from time to time after the Change in Law giving rise to such request was applicable to such Credit Party at the time Effective Date of submission of the Competitive Bid pursuant to which such Competitive Loan was made or issued, or this Agreement. (Bb) with respect to If any Change in Law in respect of costs imposed on such Lender or Issuing Bank under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or Basel III (x) if the applicable Change in Law and the resulting costs shall have become fully effective without the need for any further legislative or regulatory action, and such increased costs shall have been determined by such Credit Party, in each case prior to July 20, 2011, or (y) if it shall not be the general policy or practice of such Credit Party to seek compensation in similar circumstances under similar provisions in comparable credit facilities, as determined in good faith that the adoption or issuance, after the date of this Agreement, of any applicable law, rule, regulation, guideline, request or directive regarding capital adequacy (whether or not having the force of law but with respect to which similarly situated banks generally comply) (a "Capital Adequacy Rule"), 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 (any such adoption, issuance or change of a Capital Adequacy Rule being called a "Capital Adequacy Change"), or compliance therewith by any Bank (or any lending office of such Bank), has the net effect of reducing the rate of return on such Bank's capital as a consequence of its commitment to make, or the making or maintaining of, any Loans hereunder to a level below that which such Bank would have achieved but for such adoption, change or compliance (taking into consideration such Bank's policies with respect to capital adequacy and any Capital Adequacy Rule in effect as of the date of this Agreement) by an amount deemed by such Credit Party.Bank to be material, then from time to time the Company shall, subject to Section 2.07(d) hereof, pay to such Bank such additional amount or amounts as will compensate such Bank for such reduction as provided in Section 2.07(c) hereof; provided, however, that to the extent (i) a Bank shall increase its level of capital above the level maintained by such Bank on the date of this Agreement and there has not been a Capital Adequacy Change, or (ii) there has been a Capital Adequacy Change and a Bank shall increase its level of capital by an amount greater than the increase attributable (taking into consideration the same variables taken into consideration in determining the level of capital maintained by such Bank on the date of this Agreement) to such Capital Adequacy Change, the Company shall not be required to pay any amount or amounts

Reserve Requirements; Change in Circumstances. (avii) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement Agreement, but prior to the first date on which the events described in clauses (A), (B), (C) and (D) of paragraph (d) of this Section 2.12 shall have occurred (the “Obligation Termination Date”), any Change in Law shall result in the impositionimpose, modification modify or applicability of deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Credit Party, Lender or any Issuing Bank or shall result in the imposition impose on any Credit Party such Lender or such Issuing Bank or the London interbank market of any other condition affecting this Agreement, such Credit Party’s Commitment Agreement or any Eurocurrency Loan or Fixed Rate Loan Eurodollar Loans made by such Credit Party Lender or any Letter of CreditCredit or participation therein or subject any Recipient to any Taxes (other than (i) Taxes imposed on or with respect to any payment made by any Loan Party under any Loan Document, which shall be solely governed by Section 2.18, (ii) Other Taxes, and (iii) Other Connection Taxes on gross or net income, or profits or receipts (including value-added or similar Taxes, franchise Taxes and branch profits Taxes) of a Recipient) on its loans, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and the result of any of the foregoing shall be to increase the cost to such Credit Party Lender or such other Recipient of making or maintaining any Eurocurrency Eurodollar Loan or Fixed Rate Loan increase the cost to any Lender, any Issuing Bank or such other Recipient of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Credit Party hereunder Lender, such Issuing Bank or such other Recipient (whether of principal, interest or otherwise) by an amount deemed by such Credit Party Lender, such Issuing Bank or such other Recipient to be material, then the applicable Borrower will pay to such Lender, such Issuing Bank or such other Recipient, as the case may be, upon demand such additional amount or amounts as will compensate such Credit Party Lender, such Issuing Bank or such other Recipient, as the case may be, for such additional costs incurred or reduction will be paid by the Borrowers to such Credit Party upon demand. Notwithstanding the foregoing, no Credit Party shall be entitled to request compensation under this paragraph, (A) with respect to any Competitive Loan made by such Credit Party if the Change in Law giving rise to such request was applicable to such Credit Party at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made or issued, or (B) with respect to any Change in Law in respect of costs imposed on such Lender or Issuing Bank under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or Basel III (x) if the applicable Change in Law and the resulting costs shall have become fully effective without the need for any further legislative or regulatory action, and such increased costs shall have been determined by such Credit Party, in each case prior to July 20, 2011, or (y) if it shall not be the general policy or practice of such Credit Party to seek compensation in similar circumstances under similar provisions in comparable credit facilities, as determined in good faith by such Credit Partysuffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement any Change in Law affecting any Lender or Issuing Bank or any lending office of such Lender’s or Issuing Bank’s holding company, if any, shall result in the imposition(i) impose, modification modify or applicability of deem applicable any reserve, special deposit deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or any Issuing Bank (except any such reserve requirement which is reflected in the Reserve Adjusted Eurodollar Rate), (ii) subject the Administrative Agent, any Lender or any Issuing Bank to any Taxes in connection with this Agreement or any Loan, Letter of Credit Partyor Commitment made hereunder or its deposits, reserves, other liabilities or capital attributable thereto, or shall result change the basis of taxation payments in respect thereof (except, in each case, (A) for Indemnified Taxes or Other Taxes indemnified pursuant to Section 2.20, (B) Taxes described in clauses (b) through (d) of the imposition definition of Excluded Taxes and (C) Connection Income Taxes) or (iii) impose on any Credit Party such Lender or such Issuing Bank or the London interbank market of any other condition affecting this Agreement, such Credit Party’s Commitment Agreement or any Eurocurrency Loan or Fixed Rate Loan EurodollarTerm SOFR Loans made by such Credit Party Lender or any Letter of CreditCredit or participation therein, and the result of any of the foregoing shall be to increase the cost (other than Taxes) to such Credit Party Lender or such Issuing Bank of making or maintaining any Eurocurrency EurodollarTerm SOFR Loan or Fixed Rate Loan increase the cost (other than Taxes) to any Lender or any Issuing Bank of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Credit Party Lender or such Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Credit Party to be material), then the Borrowers will pay to such Lender or such Issuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Credit Party Lender or such Issuing Bank, as the case may be, for such additional costs incurred or reduction will be paid by the Borrowers to such Credit Party upon demand. Notwithstanding the foregoing, no Credit Party shall be entitled to request compensation under this paragraph, (A) with respect to any Competitive Loan made by such Credit Party if the Change in Law giving rise to such request was applicable to such Credit Party at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made or issued, or (B) with respect to any Change in Law in respect of costs imposed on such Lender or Issuing Bank under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or Basel III (x) if the applicable Change in Law and the resulting costs shall have become fully effective without the need for any further legislative or regulatory action, and such increased costs shall have been determined by such Credit Party, in each case prior to July 20, 2011, or (y) if it shall not be the general policy or practice of such Credit Party to seek compensation in similar circumstances under similar provisions in comparable credit facilities, as determined in good faith by such Credit Partysuffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if if, by reason of (i) after the date hereof, the introduction of this Agreement or any Change change (including any change by way of imposition or increase of reserve requirements) in Law shall result or in the imposition, modification or applicability interpretation of any law or regulation, or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority or quasi-Governmental Authority exercising control over banks or financial institutions generally (whether or not having the force of law) any reserve (including any imposed by the Federal Reserve Board), special deposit or similar requirement (including a reserve, special deposit or similar requirement that takes the form of a tax) against assets of, deposits with or for the account of of, or credit extended by by, any Credit Party, Participant's office through which it funds its obligations hereunder shall be imposed or shall result in the imposition on any Credit Party deemed applicable or the London interbank market of any other condition affecting this Agreementits obligation to make or maintain its Funded Participant's Interest at a rate based upon the Adjusted LIBO Rate shall be imposed on any Participant or its office through which it funds its obligations hereunder or the interbank Eurodollar market; and as a result thereof there shall be any increase in the cost to such Participant of agreeing to make or making, funding or maintaining funds its obligations hereunder (except to the extent already included in the determination of the applicable Adjusted LIBO Rate), or there shall be a reduction in the amount received or receivable by that Participant or its office through which it funds its obligations hereunder, then the Sponsor shall from time to time, upon written notice from and demand by the Participant (with a copy of such Credit Party’s notice and demand to the Servicer), pay to the Servicer for the account of that Participant within five Business Days after the date specified in such notice and demand, additional amounts sufficient to indemnify that Participant against such increased cost. A certificate as to the amount of such increased cost submitted to the Sponsor and the Servicer by that Participant, shall, except for manifest error, be final, conclusive and binding for all purposes. (b) If while the Commitment or any Eurocurrency Loan Commitments are outstanding, any Participant (including any the Servicer) determines that the adoption of any law, rule or Fixed Rate Loan made by such Credit Party regulation regarding capital adequacy or capital maintenance, or any Letter of Credit, and the result of change in any of the foregoing shall be to increase or in the cost to interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Participant (or any lending office of such Credit Party Participant) or any Participant's holding company with any request or directive regarding capital adequacy or capital maintenance (whether or not having the force of making or maintaining any Eurocurrency Loan or Fixed Rate Loan or of issuing or maintaining any Letter of Credit or to reduce the amount law) of any sum received such authority, central bank or receivable comparable agency, has or would have the effect of reducing the rate of return on such Participant's capital or on the capital of such Participant's holding company, if any, as a consequence of this Agreement, the Loan Documents or the purchases made by such Credit Party hereunder Participant pursuant hereto to a level below that which such Participant or such Participant's holding company could have achieved but for such adoption, change or compliance (whether taking into consideration such Participant's policies and the policies of principal, interest or otherwisesuch Participant's holding company with respect to capital adequacy) by an amount reasonably deemed by such Credit Party Participant to be material, then from time to time, within 15 days after written demand by such Participant, the Sponsor pay to such Participant such additional amount or amounts as will compensate such Credit Party Participant or such Participant's holding company for such reduction. A certificate as to the amount of any such additional costs amount or reduction will be paid by amounts, submitted to the Borrowers to such Credit Party upon demand. Notwithstanding Sponsor and the foregoing, no Credit Party shall be entitled to request compensation under this paragraph, (A) with respect to any Competitive Loan made Servicer by such Credit Party if the Change in Law giving rise to such request was applicable to such Credit Party at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made or issuedParticipant, or (B) with respect to any Change in Law in respect of costs imposed on such Lender or Issuing Bank under the Xxxx-Xxxxx Xxxx Street Reform shall, except for manifest error, be final, conclusive and Consumer Protection Act or Basel III (x) if the applicable Change in Law and the resulting costs shall have become fully effective without the need binding for any further legislative or regulatory action, and such increased costs shall have been determined by such Credit Party, in each case prior to July 20, 2011, or (y) if it shall not be the general policy or practice of such Credit Party to seek compensation in similar circumstances under similar provisions in comparable credit facilities, as determined in good faith by such Credit Partyall purposes.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding If any other provision hereinexisting or future law, if after regulation or guideline, or the date interpretation thereof by any court or administrative or governmental authority charged with the administration thereof, or compliance by the Lenders with any request or directive (whether or not having the force of this Agreement law) of any Change in Law such authority, shall either (i) impose, modify, or deem applicable or result in the impositionapplication of, modification or applicability of any reserve, special deposit deposit, capital maintenance, capital ratio or similar requirement against loans or loan commitments made by any Lender or any person to which such Lender sells a participation in the Loans (such Lender and all such persons collectively, the "Banks") or against any other extensions of credit or commitments to extend credit or other assets of, deposits with or for the account of or credit extended any deposits or other liabilities taken or entered into by any Credit PartyBank, or shall result (ii) cause any Bank, in anticipation of the imposition effectiveness of any capital maintenance, capital ratio or similar requirement, to take reasonable action to enable itself to comply therewith, or (iii) impose on any Credit Party or the London interbank market of Bank any other condition affecting regarding this Agreement, such Credit Party’s Commitment Agreement or any Eurocurrency Loan or Fixed Rate Loan made by such Credit Party or any Letter of Creditthe Commitments, and the result of any of the foregoing event referred to in clause (i), (ii) or (iii) above shall be to increase the cost to such Credit Party any Bank of making or maintaining maintaining, or to impose upon any Eurocurrency Loan Bank or Fixed Rate Loan increase any capital requirement applicable as a result of the making or maintenance of, the Commitments or the obligation of issuing or maintaining any Letter of Credit the Borrowers hereunder or to reduce the amount amounts receivable by any Bank hereunder (which increase in cost or increase in (or imposition of) capital requirements or reduction in amounts receivable may be determined by each Bank's reasonable allocation of any sum received the aggregate of such cost increases, capital increases or impositions or reductions in amounts receivable resulting from such events), then, upon demand by such Bank, the Borrowers, shall be jointly and severally obligated to, at the Borrowers' option, either (a) pay to the Lenders all outstanding Obligations and terminate this Agreement or (b) immediately pay to such Bank from time to time as specified by such Bank, additional fees which shall be sufficient to compensate such Bank for such increased cost or increase in (or imposition of) capital requirements or reduction in amounts receivable by such Credit Party hereunder Bank from the date of such change, together with interest on each such amount from the date demanded until payment in full thereof at the rate provided in Section 2.08 hereof. Upon the occurrence of any event referred to in clause (whether of principali), interest (ii) or otherwise(iii) by an amount deemed by such Credit Party to be materialabove, then such additional amount a certificate setting forth in reasonable detail the increased cost, reduction in amounts receivable or amounts necessary to compensate any Bank as will a result of an increase in (or imposition of) capital requirements submitted by any Bank to the Borrowers, shall be conclusive, absent manifest error or bad faith, as to the amount thereof. For purposes of this Section 2.10, in calculating the amount necessary to compensate a Bank for any increase in or imposition of capital requirements, such Credit Party for such additional costs or reduction will Bank shall be paid by the Borrowers deemed to such Credit Party upon demand. Notwithstanding the foregoing, no Credit Party shall be entitled to request compensation under this paragrapha rate of return on capital (after federal, state and local taxes) of fifteen percent (A15%) with respect to any Competitive Loan made by such Credit Party if the Change in Law giving rise to such request was applicable to such Credit Party at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made or issued, or (B) with respect to any Change in Law in respect of costs imposed on such Lender or Issuing Bank under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or Basel III (x) if the applicable Change in Law and the resulting costs shall have become fully effective without the need for any further legislative or regulatory action, and such increased costs shall have been determined by such Credit Party, in each case prior to July 20, 2011, or (y) if it shall not be the general policy or practice of such Credit Party to seek compensation in similar circumstances under similar provisions in comparable credit facilities, as determined in good faith by such Credit Partyper annum.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement any Change in Law shall result change the basis of taxation of payments to any Lender or any Issuing Bank of the principal of or interest on any Eurocurrency Loan or A/C Fronted Fixed Rate Loan made by such Lender or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the impositionoverall net income of such Lender or such Issuing Bank by the jurisdiction in which such Lender or such Issuing Bank has its principal office or by any political subdivision or taxing authority therein), modification or applicability of 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 any Credit PartyLender or any Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate, the Bank Xxxx Rate or the Italian Fixed Rate, as the case may be) or shall result in the imposition impose on any Credit Party such Lender or such Issuing Bank or the London interbank market of (or other relevant interbank market) any other condition affecting this Agreement, such Credit Party’s Commitment Agreement or any Eurocurrency Loan Loans or A/C Fronted Fixed Rate Loan Loans made by such Credit Party Lender or any Letter of CreditCredit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Credit Party Lender or such Issuing Bank of making or maintaining any Eurocurrency Loan or A/C Fronted Fixed Rate Loan or increase the cost to any Lender of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Credit Party Lender or such Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Credit Party Lender or such Issuing Bank to be material, then the Borrowers will pay to such Lender or such Issuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Credit Party Lender or such Issuing Bank, as the case may be, for such additional costs incurred or reduction will be paid by the Borrowers to such Credit Party upon demand. Notwithstanding the foregoing, no Credit Party shall be entitled to request compensation under this paragraph, (A) with respect to any Competitive Loan made by such Credit Party if the Change in Law giving rise to such request was applicable to such Credit Party at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made or issued, or (B) with respect to any Change in Law in respect of costs imposed on such Lender or Issuing Bank under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or Basel III (x) if the applicable Change in Law and the resulting costs shall have become fully effective without the need for any further legislative or regulatory action, and such increased costs shall have been determined by such Credit Party, in each case prior to July 20, 2011, or (y) if it shall not be the general policy or practice of such Credit Party to seek compensation in similar circumstances under similar provisions in comparable credit facilities, as determined in good faith by such Credit Partysuffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if If after the date of this Agreement any Change in Law shall result (or as provided in the impositionlast sentence of this Section 2.08(a)) any adoption, modification issuance or applicability change in applicable law, rule or regulation, guideline, request or directive 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 but with respect to which similarly situated banks generally comply) (i) shall impose on any Bank any Taxes (other than Indemnified Taxes and Excluded Taxes) on its loans, loan principal, letters of credit, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, (ii) shall impose, modify or deem applicable any reserve, special deposit deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of of, or credit extended by by, any Credit Party, Bank or (iii) shall result in the imposition impose on any Credit Party Bank or on the London interbank market of any other cost or condition (other than Taxes), however denominated, affecting this Agreement, such Credit Party’s Commitment Agreement or any Eurocurrency Loan or Fixed Rate Term Loan made by such Credit Party Bank or any Letter participations therein (any change referred to in any of Creditthe preceding clauses (i), (ii), or (iii) being called an “Increased Cost Change”), and the result of any of the foregoing shall be to increase the cost to such Credit Party Bank of making or maintaining any Eurocurrency Term Loan or Fixed Rate Loan or of issuing (or maintaining any Letter of Credit a Term Loan Commitment) or to reduce the amount of any sum received or receivable by such Credit Party Bank hereunder (whether of principal, interest or otherwise) in respect thereof by an amount deemed in good faith by such Credit Party Bank to be material, then then, subject to Section 2.08(d) hereof, such additional amount or amounts as will compensate such Credit Party Bank for such additional costs increase or reduction will be paid by the Borrowers Company to such Credit Party upon demandBank as provided in Section 2.08(c) hereof. Notwithstanding the foregoing, no Credit Party Any such amount determined pursuant to this Section 2.08(a) shall be entitled computed on the basis of the net effect of any Increased Cost Changes incurred by such Bank from time to request compensation under time after the Effective Date of this paragraphAgreement. For all purposes of this Section 2.08, (Ax) with respect to any Competitive Loan made by such Credit Party if the Change in Law giving rise to such request was applicable to such Credit Party at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made or issued, or (B) with respect to any Change in Law in respect of costs imposed on such Lender or Issuing Bank under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel III Committee on Banking Regulations and Supervisory Practices (xor any successor similar authority) if or the applicable Change in Law and the resulting costs shall have become fully effective without the need for any further legislative United States or foreign financial regulatory action, and such increased costs shall have been determined by such Credit Partyauthorities, in each case prior pursuant to July 20Basel III, 2011shall in each case, if they shall have any of the effects referred to in clauses (i), (ii) or (yiii) if it shall not of this Section 2.08(a), be deemed to be an “Increased Cost Change”, whether enacted, adopted, promulgated or issued before or after the general policy or practice date of such Credit Party to seek compensation in similar circumstances under similar provisions in comparable credit facilities, as determined in good faith by such Credit Partythis Agreement.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement any Change in Law shall result in the imposition(i) impose, modification modify or applicability of deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Credit PartyLender or the Issuing Bank (except any such reserve requirement which is reflected in the Eurodollar Rate), (ii) subject any Lender to any Taxes (other than (A) Indemnified Taxes covered by Section 2.19, (B) Other Taxes and (C) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, or (iii) shall result in impose on such Lender or the imposition on any Credit Party Issuing Bank or the London interbank market of any other condition affecting this Agreement, such Credit Party’s Commitment Agreement or any Eurocurrency Loan or Fixed Rate Loan Eurodollar Loans made by such Credit Party Lender or any Letter of CreditCredit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Credit Party Lender or the Issuing Bank of making or maintaining any Eurocurrency Eurodollar Loan (or Fixed Rate Loan in the case of (ii) any Loans) or increase the cost to any Lender of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Credit Party Lender or the Issuing Bank hereunder (whether of principal, interest or otherwise) ), in each case, by an amount deemed by such Credit Party Lender or the Issuing Bank to be material, then Polypore will pay to such Lender or the Issuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Credit Party Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction will be paid by the Borrowers to such Credit Party upon demand. Notwithstanding the foregoing, no Credit Party shall be entitled to request compensation under this paragraph, (A) with respect to any Competitive Loan made by such Credit Party if the Change in Law giving rise to such request was applicable to such Credit Party at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made or issued, or (B) with respect to any Change in Law in respect of costs imposed on such Lender or Issuing Bank under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or Basel III (x) if the applicable Change in Law and the resulting costs shall have become fully effective without the need for any further legislative or regulatory action, and such increased costs shall have been determined by such Credit Party, in each case prior to July 20, 2011, or (y) if it shall not be the general policy or practice of such Credit Party to seek compensation in similar circumstances under similar provisions in comparable credit facilities, as determined in good faith by such Credit Partysuffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date Restatement Effective Date any Regulatory Change (i) subjects any Lender or Issuing L/C Lender to any Taxes (other than (x) Non-Excluded Taxes or Taxes described in clause (i) or (ii) of this Agreement the first sentence in Section 2.20(a) or (y) any Change in Law Tax that would not have been imposed but for the failure of any Lender or Issuing L/C Lender to comply with any certification, information, documentation, or other reporting requirement if such Lender or Issuing L/C Lender could legally comply and such compliance would not materially prejudice such Lender or Issuing L/C Lender’s legal or commercial position) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, (ii) shall result in the impositionimpose, modification modify, or applicability of deem applicable any reserve, special deposit deposit, or similar requirement with respect to any LIBOR Loan or any Letter of Credit (or participating interest therein), against assets of, deposits with or for the account of of, or credit extended by any Credit Partyby, such Lender or Issuing L/C Lender under this Agreement, or (iii) with respect to any LIBOR Loan, shall result in the imposition impose on any Credit Party such Lender or Issuing L/C Lender or the London interbank market of any other condition affecting this Agreement, such Credit Party’s Commitment Agreement or any Eurocurrency Loan or Fixed Rate LIBOR Loan made by such Credit Party Lender or any Letter of CreditIssuing L/C Lender, and the result of any of the foregoing shall be to increase the cost to such Credit Party Lender or Issuing L/C Lender of maintaining its Commitment or of making or maintaining any Eurocurrency LIBOR Loan or Fixed Rate Loan or of issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Credit Party Lender or Issuing L/C Lender hereunder (whether of principal, interest interest, or otherwise) in respect thereof by an amount deemed in good faith by such Credit Party Lender or Issuing L/C Lender to be material, then the Borrower shall pay to the Administrative Agent for the account of such Lender or Issuing L/C Lender such additional amount or amounts as will compensate such Credit Party Lender for such additional costs increase or reduction will be paid by the Borrowers to such Credit Party upon demand. Notwithstanding the foregoing, no Credit Party shall be entitled to request compensation under this paragraph, (A) with respect to any Competitive Loan made by such Credit Party if the Change in Law giving rise to such request was applicable to such Credit Party at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made or issued, or (B) with respect to any Change in Law in respect of costs imposed on such Lender or Issuing Bank under L/C Lender, to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or Basel III (x) if extent such amounts have not been included in the applicable Change in Law and calculation of the resulting costs shall have become fully effective without the need for any further legislative or regulatory actionLIBOR Rate, and such increased costs shall have been determined upon demand by such Credit Party, in each case prior to July 20, 2011, Lender or Issuing L/C Lender (y) if it shall not be through the general policy or practice of such Credit Party to seek compensation in similar circumstances under similar provisions in comparable credit facilities, as determined in good faith by such Credit PartyAdministrative Agent).

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any Change change in Law 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 change the basis of taxation of payments to any Lender or the Fronting Bank hereunder (except for changes in respect of taxes on the overall net income of such Lender or the Fronting Bank (as the case may be) or its lending office imposed by the jurisdiction in which such Lender's or the Fronting Bank's (as the case may be) principal executive office or lending office is located), or shall result in the imposition, modification or applicability of any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Credit Party, Lender or the Fronting Bank (as the case may be) or shall result in the imposition on any Credit Party Lender, the Fronting Bank or the London interbank market of any other condition affecting this Agreement, such Credit Party’s Lender's Commitment or any Eurocurrency Loan or Fixed Rate Loan Extension of Credit (other than an ABR Loan) made by such Credit Party Lender or any Letter of Creditthe Fronting Bank, and the result of any of the foregoing shall be to increase the cost to such Credit Party Lender or the Fronting Bank (as the case may be) of making or maintaining any Eurocurrency Loan or Fixed Rate Loan or of issuing or maintaining any Letter of Outstanding Credit (other than an ABR Loan) or to reduce the amount of any sum received or receivable by such Credit Party Lender or the Fronting Bank (as the case may be) hereunder (whether of principal, interest or otherwise) by an amount deemed by such Credit Party Lender or the Fronting Bank (as the case may be) to be material, then the Borrower shall, upon receipt of the notice and certificate provided for in Section 2.11(c), promptly pay to such Lender or the Fronting Bank (as the case may be) such additional amount or amounts as will compensate such Credit Party Lender or the Fronting Bank (as the case may be) for such additional costs incurred or reduction will be paid by the Borrowers to such Credit Party upon demand. Notwithstanding the foregoing, no Credit Party shall be entitled to request compensation under this paragraph, (A) with respect to any Competitive Loan made by such Credit Party if the Change in Law giving rise to such request was applicable to such Credit Party at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made or issued, or (B) with respect to any Change in Law in respect of costs imposed on such Lender or Issuing Bank under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or Basel III (x) if the applicable Change in Law and the resulting costs shall have become fully effective without the need for any further legislative or regulatory action, and such increased costs shall have been determined by such Credit Party, in each case prior to July 20, 2011, or (y) if it shall not be the general policy or practice of such Credit Party to seek compensation in similar circumstances under similar provisions in comparable credit facilities, as determined in good faith by such Credit Partysuffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any Change change in Law shall result applicable law or regulation or in the impositioninterpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender or the Fronting Bank in respect of any Letter of Credit or of the principal of or interest on any Eurodollar Loan made by such Lender or any Fees or other amounts payable hereunder (other than changes in respect of (i) taxes imposed on the overall net income of such Lender or the Fronting Bank by the jurisdiction in which such Lender or the Fronting Bank has its principal office or by any political subdivision or taxing authority therein and (ii) any Taxes described in Section 2.19), modification or applicability of shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, or deposits with or for the account of or credit extended by or, in the case of the Letters of Credit, participated in by such Lender (except any Credit Party, such reserve requirement which is reflected in the Adjusted LIBO Rate) or the Fronting Bank or shall result in the imposition impose on any Credit Party such Lender or the London Fronting Bank or the interbank eurodollar market of any other condition affecting this Agreement, such any Letter of Credit Party’s (or any participation with respect thereto), the Letter of Credit Exposure, the Letter of Credit Commitment or any Eurocurrency Loan Eurodollar Loans of such Lender or Fixed Rate Loan made by such Credit Party or any Letter of Creditthe Fronting Bank, and the result of any of the foregoing shall be to increase the cost to such Credit Party Lender or the Fronting Bank of making or maintaining its Letter of Credit Exposure, its Letter of Credit Commitment or any Eurocurrency Eurodollar Loan or Fixed Rate Loan or (or, in the case of issuing or maintaining the Fronting Bank, of making any payment under any Letter of Credit Credit) or to reduce the amount of any sum received or receivable by such Credit Party Lender or the Fronting Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Credit Party Lender or the Fronting Bank to be material, then from time to time the Borrower will pay to such Lender or the Fronting Bank upon demand such additional amount or amounts as will compensate such Credit Party Lender or the Fronting Bank for such additional costs incurred or reduction will be paid by the Borrowers to such Credit Party upon demand. Notwithstanding the foregoing, no Credit Party shall be entitled to request compensation under this paragraph, (A) with respect to any Competitive Loan made by such Credit Party if the Change in Law giving rise to such request was applicable to such Credit Party at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made or issued, or (B) with respect to any Change in Law in respect of costs imposed on such Lender or Issuing Bank under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or Basel III (x) if the applicable Change in Law and the resulting costs shall have become fully effective without the need for any further legislative or regulatory action, and such increased costs shall have been determined by such Credit Party, in each case prior to July 20, 2011, or (y) if it shall not be the general policy or practice of such Credit Party to seek compensation in similar circumstances under similar provisions in comparable credit facilities, as determined in good faith by such Credit Partysuffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinExcept with respect to Indemnified Taxes and Other Taxes, which shall be governed solely and exclusively by Section 2.23, or Excluded Taxes if (i) after the date of this Agreement Closing Date any Change change in Applicable Law shall result or regulation or in the impositioninterpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law), modification (ii) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or applicability the compliance with any requests, rules, guidelines or directives thereunder or issued in connection therewith, regardless of the date enacted, adopted or issued or (iii) the compliance with any requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, regardless of the date enacted, adopted or issued (x) 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 or participated in by, any Credit PartyLender, or (y) shall result in the imposition impose on any Credit Party Lender or the London interbank market of for Dollars any other condition condition, cost or expense affecting this Agreement, such Credit Party’s Commitment Agreement or any Eurocurrency Loan or Fixed Rate LIBOR Loan made by such Credit Party Lender or (z) shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any Letter LIBOR Loan made by it, or change the basis of Credittaxation of payments to such Lender in respect thereof, and the result of any of the foregoing shall be to increase the cost (other than, except as provided in clause (z), the amount of Taxes, if any) to such Credit Party Lender of making making, converting to, continuing or maintaining any Eurocurrency LIBOR Loan or Fixed Rate Loan (or of issuing or maintaining its obligation to make any Letter of Credit such Loan), or to reduce the amount (other than a reduction resulting from an increase in Taxes, if any) of any sum received or receivable by such Credit Party Lender hereunder (whether of principal, interest or otherwise) in respect thereof by an amount deemed in good faith by such Credit Party Lender to be material, then the Borrower shall pay such additional amount or amounts as will compensate such Credit Party Lender for such additional costs increase or reduction will be paid by the Borrowers to such Credit Party upon demand. Notwithstanding the foregoing, no Credit Party shall be entitled to request compensation under this paragraph, (A) with respect to any Competitive Loan made by such Credit Party if the Change in Law giving rise to such request was applicable to such Credit Party at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made or issued, or (B) with respect to any Change in Law in respect of costs imposed on such Lender or Issuing Bank under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or Basel III (x) if the applicable Change in Law and the resulting costs shall have become fully effective without the need for any further legislative or regulatory action, and such increased costs shall have been determined by such Credit Party, in each case prior to July 20, 2011, or (y) if it shall not be the general policy or practice of such Credit Party to seek compensation in similar circumstances under similar provisions in comparable credit facilities, as determined in good faith by such Credit PartyLender.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any Change change in Law 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 change the basis of taxation of payments to any Lender or any Fronting Bank hereunder (except for changes in respect of taxes on the overall net income of such Lender or such Fronting Bank (as the case may be) or its lending office imposed by the jurisdiction in which such Lender's or such Fronting Bank's (as the case may be) principal executive office or lending office is located), or shall result in the imposition, modification or applicability of any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Credit Party, Lender or such Fronting Bank (as the case may be) or shall result in the imposition on any Credit Party Lender, any Fronting Bank or the London interbank market of any other condition affecting this Agreement, such Credit Party’s Lender's Commitment or any Eurocurrency Loan or Fixed Rate Loan Extension of Credit (other than an ABR Loan) made by such Credit Party Lender or any Letter of Creditsuch Fronting Bank, and the result of any of the foregoing shall be to increase the cost to such Credit Party Lender or such Fronting Bank (as the case may be) of making or maintaining any Eurocurrency Loan or Fixed Rate Loan or of issuing or maintaining any Letter of Outstanding Credit (other than an ABR Loan) or to reduce the amount of any sum received or receivable by such Credit Party Lender or such Fronting Bank (as the case may be) hereunder (whether of principal, interest or otherwise) by an amount deemed by such Credit Party Lender or such Fronting Bank (as the case may be) to be material, then the applicable Borrower or, if the foregoing circumstances do not relate to a particular Borrowing, Energy shall, upon receipt of the notice and certificate provided for in subsection (c) below promptly pay to such Lender or such Fronting Bank (as the case may be) such additional amount or amounts as will compensate such Credit Party Lender or such Fronting Bank (as the case may be) for such additional costs incurred or reduction will be paid by the Borrowers to such Credit Party upon demand. Notwithstanding the foregoing, no Credit Party shall be entitled to request compensation under this paragraph, (A) with respect to any Competitive Loan made by such Credit Party if the Change in Law giving rise to such request was applicable to such Credit Party at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made or issued, or (B) with respect to any Change in Law in respect of costs imposed on such Lender or Issuing Bank under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or Basel III (x) if the applicable Change in Law and the resulting costs shall have become fully effective without the need for any further legislative or regulatory action, and such increased costs shall have been determined by such Credit Party, in each case prior to July 20, 2011, or (y) if it shall not be the general policy or practice of such Credit Party to seek compensation in similar circumstances under similar provisions in comparable credit facilities, as determined in good faith by such Credit Partysuffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement any Change in Law shall result in the impositionshall: (i) impose, modification modify or applicability of deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of of, or credit extended by any Credit Partyby, the Issuing Bank, or shall result in (ii) impose on the imposition on any Credit Party Issuing Bank or the London interbank market of any other condition affecting this Agreement, such Credit Party’s Commitment or any Eurocurrency Loan or Fixed Rate Loan made by such Credit Party Agreement or any Letter of Credit, and the result of any of the foregoing shall be to increase the cost to such Credit Party of making or maintaining any Eurocurrency Loan or Fixed Rate Loan or the Issuing Bank of issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Credit Party the Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by such Credit Party the Issuing Bank to be material, then the Account Party will pay to the Issuing Bank promptly upon demand such additional amount or amounts as will compensate such Credit Party the Issuing Bank for such additional costs incurred or reduction will be paid by suffered. (b) If the Borrowers to such Credit Party upon demand. Notwithstanding the foregoing, no Credit Party Issuing Bank shall be entitled to request compensation under this paragraph, (A) with respect to any Competitive Loan made by such Credit Party if the Change in Law giving rise to such request was applicable to such Credit Party at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made or issued, or (B) with respect to have determined that any Change in Law in respect regarding capital adequacy has or would have the effect of costs imposed reducing the rate of return on such Lender the Issuing Bank’s capital or on the capital of the Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Letters of Credit issued by the Issuing Bank under to a level below that which the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act Issuing Bank or Basel III (x) if the applicable Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration the Issuing Bank’s policies and the resulting costs policies of the Issuing Bank’s holding company with respect to capital adequacy) by an amount reasonably deemed by the Issuing Bank to be material, then from time to time the Account Party shall have become fully effective without pay to the need Issuing Bank such additional amount or amounts as will compensate the Issuing Bank or the Issuing Bank’s holding company for any further legislative or regulatory action, and such increased costs shall have been determined by such Credit Party, in each case prior to July 20, 2011, or (y) if it shall not be the general policy or practice of such Credit Party to seek compensation in similar circumstances under similar provisions in comparable credit facilities, as determined in good faith by such Credit Partyreduction suffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any Regulatory Change (i) shall 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 Bank or any other fees or amounts payable hereunder (other than (x) Taxes imposed on or measured by the capital, receipts or franchises of such Bank or the overall gross or net income of such Bank by the jurisdiction in Law which such Bank has its principal office or by any political subdivision or taxing authority therein (or any Tax which is enacted or adopted by such jurisdiction, political subdivision, or taxing authority as a direct substitute for any such 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 result in the impositionimpose, modification modify, or applicability of deem applicable any reserve, special deposit deposit, or similar requirement with respect to any Eurodollar Loan against assets of, deposits with or for the account of of, or credit extended by by, such Bank under this Agreement (without duplication of any Credit Partyamounts paid pursuant to Section 2.9(d)), or (iii) with respect to any Eurodollar Loan, shall result in the imposition impose on any Credit Party such Bank or the London interbank market of Eurodollar Interbank Market any other condition affecting this Agreement, such Credit Party’s Commitment Agreement or any Eurocurrency Loan or Fixed Rate Eurodollar Loan made by such Credit Party or any Letter of CreditBank, and the result of any of the foregoing shall be to materially increase the actual cost to such Credit Party Bank of maintaining its Commitment or of making or maintaining any Eurocurrency Eurodollar Loan or Fixed Rate Loan or of issuing or maintaining any Letter of Credit or to materially reduce the amount of any sum received or receivable by such Credit Party Bank hereunder (whether of principal, interest interest, or otherwise) by an amount deemed in respect thereof, then the Company shall pay to the Administrative Agent for the account of such Bank, within ten days following delivery to the Company of the certificate specified in paragraph (c) below by such Credit Party to be materialBank, then such additional amount or amounts as will compensate reimburse such Credit Party Bank for such additional costs increase or reduction will be paid by the Borrowers to such Credit Party upon demandBank to the extent reasonably allocable to this Agreement. Notwithstanding the foregoing, in no Credit Party event shall any Bank be entitled permitted to request compensation under this paragraph, (A) with respect to receive any Competitive Loan made by such Credit Party if the Change payment hereunder constituting interest in Law giving rise to such request was applicable to such Credit Party at the time of submission excess of the Competitive Bid pursuant to which such Competitive Loan was made or issued, or (B) with respect to any Change in Law in respect of costs imposed on such Lender or Issuing Bank under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or Basel III (x) if the applicable Change in Law and the resulting costs shall have become fully effective without the need for any further legislative or regulatory action, and such increased costs shall have been determined by such Credit Party, in each case prior to July 20, 2011, or (y) if it shall not be the general policy or practice of such Credit Party to seek compensation in similar circumstances under similar provisions in comparable credit facilities, as determined in good faith by such Credit PartyHighest Lawful Rate.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if If after the date of this Agreement any Change change in Law shall result applicable law or regulation or in the impositioninterpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law but with respect to which similarly situated banks generally comply) (any such change, modification an “Increased Cost Change”) (i) shall change the basis of taxation of payments to any Bank of the principal of or applicability interest on any Eurodollar Loan, Term Federal Funds Loan, Certificate of Deposit Loan or Fixed Rate Loan made by such Bank or any amounts due to the Issuing Bank in connection with any LC Disbursement or any other fees or amounts payable hereunder (other than (x) taxes imposed on the overall net income of such Bank or the Issuing Bank by the jurisdiction in which such Bank or the Issuing Bank has its principal or lending office or by any political subdivision or taxing authority therein (or any tax which is enacted or adopted by such jurisdiction, political subdivision or taxing authority as a direct substitute for any such taxes) or (y) any tax, assessment, or other governmental charge that would not have been imposed but for the failure of any Bank or the Issuing Bank to comply with any certification, information, documentation, or other reporting requirement), or (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 Bank or the Issuing Bank (except any Credit Party, or shall result such requirement reflected in the imposition on any Credit Party Base CD Rate or the Certificate of Deposit Rate) or (iii) shall impose on such Bank or the Issuing Bank or on the London interbank Interbank Market, the Certificate of Deposit market of or the term Federal funds market any other condition affecting this Agreement, such Credit Party’s Commitment Agreement or any Eurocurrency Eurodollar Loan, Term Federal Funds Loan or Fixed Rate Certificate of Deposit Loan made by such Credit Party Bank or any Letter of CreditCredit issued by the Issuing Bank, and the result of any of the foregoing shall be to increase the cost to such Credit Party Bank or the Issuing Bank of making or maintaining any Eurocurrency Eurodollar Loan, Term Federal Funds Loan or Fixed Rate Certificate of Deposit Loan or of issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Credit Party Bank or the Issuing Bank hereunder (whether of principal, interest or otherwise) in respect thereof by an amount deemed in good faith by such Credit Party Bank or the Issuing Bank to be material, then then, subject to Section 2.08(d) hereof, such additional amount or amounts as will compensate such Credit Party Bank or the Issuing Bank for such additional costs increase or reduction will be paid by the Borrowers Company to such Credit Party upon demandBank or the Issuing Bank as provided in Section 2.08(c) hereof. Notwithstanding the foregoing, no Credit Party Any such amount determined pursuant to this Section 2.08(a) shall be entitled to request compensation under this paragraph, (A) with respect to computed on the basis of the net effect of any Competitive Loan made Increased Cost Changes incurred by such Credit Party if Bank or the Change in Law giving rise to such request was applicable to such Credit Party at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made or issued, or (B) with respect to any Change in Law in respect of costs imposed on such Lender or Issuing Bank under from time to time after the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or Basel III (x) if the applicable Change in Law and the resulting costs shall have become fully effective without the need for any further legislative or regulatory action, and such increased costs shall have been determined by such Credit Party, in each case prior to July 20, 2011, or (y) if it shall not be the general policy or practice Effective Date of such Credit Party to seek compensation in similar circumstances under similar provisions in comparable credit facilities, as determined in good faith by such Credit Partythis Agreement.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any Change change in Law 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 change the basis of taxation of payments to any Lender or any LC Bank hereunder (except for changes in respect of taxes on the overall net income of such Lender or LC Bank (as the case may be) or its lending office imposed by the jurisdiction in which such Lender's or LC Bank's (as the case may be) principal executive office or lending office is located), or shall result in the imposition, modification or applicability of any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Credit PartyLender or any LC Bank, or shall result in the imposition on any Credit Party Lender, any LC Bank or the London interbank market of any other condition affecting this Agreement, such Credit Party’s Lender's Commitment or any Eurocurrency Loan or Fixed Rate Loan Extension of Credit (other than an ABR Loan) made by such Credit Party Lender or any Letter of CreditLC Bank, and the result of any of the foregoing shall be to increase the cost to such Credit Party Lender or LC Bank (as the case may be) of making or maintaining any Eurocurrency Loan or Fixed Rate Loan or of issuing or maintaining any Letter Extension of Credit (other than an ABR Loan) or to reduce the amount of any sum received or receivable by such Credit Party Lender or LC Bank (as the case may be) hereunder (whether of principal, interest or otherwise) by an amount deemed by such Credit Party Lender or LC Bank (as the case may be) to be material, then the Borrower shall, upon receipt of the notice and certificate provided for in Section 2.12(c), promptly pay to such Lender or LC Bank (as the case may be) such additional amount or amounts as will compensate such Credit Party Lender or LC Bank (as the case may be) for such additional costs incurred or reduction will be paid by the Borrowers to such Credit Party upon demand. Notwithstanding the foregoing, no Credit Party shall be entitled to request compensation under this paragraph, (A) with respect to any Competitive Loan made by such Credit Party if the Change in Law giving rise to such request was applicable to such Credit Party at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made or issued, or (B) with respect to any Change in Law in respect of costs imposed on such Lender or Issuing Bank under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or Basel III (x) if the applicable Change in Law and the resulting costs shall have become fully effective without the need for any further legislative or regulatory action, and such increased costs shall have been determined by such Credit Party, in each case prior to July 20, 2011, or (y) if it shall not be the general policy or practice of such Credit Party to seek compensation in similar circumstances under similar provisions in comparable credit facilities, as determined in good faith by such Credit Partysuffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any Regulatory Change or change in any Law (i) shall result subject the Paying Agent, a Bank or an Issuing Bank to any Taxes (other than (w) Indemnified Taxes, (x) Taxes described in the impositionclauses (c) and (e) of Excluded Taxes, modification (y) Other Taxes and (z) Other Connection Taxes imposed on or applicability measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, (ii) shall impose, modify, or deem applicable any reserve, special deposit deposit, compulsory loan, insurance charge or similar requirement with respect to any EurodollarTerm Benchmark Loan against assets of, deposits with or for the account of of, or credit extended by any Credit Partyby, or shall result in the imposition on any Credit Party or the London interbank market of any other condition affecting such Bank under this Agreement, or (iii) with respect to any EurodollarTerm Benchmark Loan, shall impose on such Credit Party’s Commitment Bank or the Eurodollar Interbank Market any other condition, cost or expense affecting this Agreement or any Eurocurrency Loan or Fixed Rate EurodollarTerm Benchmark Loan made by such Credit Party or any Letter of CreditBank, and the result of any of the foregoing shall be to materially increase the actual cost to such Credit Party Bank (or such Paying Agent or Issuing Bank in the case of making (i)) of maintaining its Commitment or of making, converting to, continuing or maintaining any Eurocurrency EurodollarTerm Benchmark Loan or Fixed Rate Loan or of issuing or maintaining any Letter of Credit or to materially reduce the amount of any sum received or receivable by such Credit Party Bank (or such Paying Agent or Issuing Bank in the case of (i)) hereunder (whether of principal, interest interest, or otherwise) by an amount deemed in respect thereof, then the Company shall pay to the Paying Agent for the account of such Bank (or such Paying Agent or Issuing Bank in the case of (i)), within ten days following delivery to the Company of the certificate specified in paragraph (c) below by such Credit Party to be materialBank (or such Paying Agent or Issuing Bank in the case of (i)), then such additional amount or amounts as will compensate reimburse such Credit Party for Bank (or such additional costs or reduction will be paid by the Borrowers to such Credit Party upon demand. Notwithstanding the foregoing, no Credit Party shall be entitled to request compensation under this paragraph, (A) with respect to any Competitive Loan made by such Credit Party if the Change in Law giving rise to such request was applicable to such Credit Party at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made or issued, or (B) with respect to any Change in Law in respect of costs imposed on such Lender Paying Agent or Issuing Bank under in the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act case of (i)) for such increase or Basel III reduction to such Bank (xor such Paying Agent or Issuing Bank in the case of (i)) if to the applicable Change in Law and the resulting costs shall have become fully effective without the need for any further legislative or regulatory action, and such increased costs shall have been determined by such Credit Party, in each case prior extent reasonably allocable to July 20, 2011, or (y) if it shall not be the general policy or practice of such Credit Party to seek compensation in similar circumstances under similar provisions in comparable credit facilities, as determined in good faith by such Credit Partythis Agreement.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any Change change in Law 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 change the basis of taxation of payments to any Lender or any Fronting Bank hereunder (except for changes in respect of taxes on the overall net income of such Lender or such Fronting Bank (as the case may be) or its lending office imposed by the jurisdiction in which such Lender’s or such Fronting Bank’s (as the case may be) principal executive office or lending office is located), or result in the imposition, modification or applicability of any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Credit Party, Lender or such Fronting Bank (as the case may be) or shall result in the imposition on any Credit Party Lender, any Fronting Bank or the London interbank market of any other condition affecting this Agreement, such Credit PartyLender’s Commitment or any Eurocurrency Loan or Fixed Rate Loan Extension of Credit (other than an ABR Loan) made by such Credit Party Lender or any Letter of Creditsuch Fronting Bank, and the result of any of the foregoing shall be to increase the cost to such Credit Party Lender or such Fronting Bank (as the case may be) of making or maintaining any Eurocurrency Loan or Fixed Rate Loan or of issuing or maintaining any Letter of Outstanding Credit (other than an ABR Loan) or to reduce the amount of any sum received or receivable by such Credit Party Lender or such Fronting Bank (as the case may be) hereunder (whether of principal, interest or otherwise) by an amount deemed by such Credit Party Lender or such Fronting Bank (as the case may be) to be material, then the Borrower shall, upon receipt of the notice and certificate provided for in subsection (c) below promptly pay to such Lender or such Fronting Bank (as the case may be) such additional amount or amounts as will compensate such Credit Party Lender or such Fronting Bank (as the case may be) for such additional costs incurred or reduction will be paid by the Borrowers to such Credit Party upon demand. Notwithstanding the foregoing, no Credit Party shall be entitled to request compensation under this paragraph, (A) with respect to any Competitive Loan made by such Credit Party if the Change in Law giving rise to such request was applicable to such Credit Party at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made or issued, or (B) with respect to any Change in Law in respect of costs imposed on such Lender or Issuing Bank under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or Basel III (x) if the applicable Change in Law and the resulting costs shall have become fully effective without the need for any further legislative or regulatory action, and such increased costs shall have been determined by such Credit Party, in each case prior to July 20, 2011, or (y) if it shall not be the general policy or practice of such Credit Party to seek compensation in similar circumstances under similar provisions in comparable credit facilities, as determined in good faith by such Credit Partysuffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Restated Credit Agreement, if after the date of this Restated Credit Agreement any Change change in Law shall result applicable law or regulation or in the impositioninterpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender or the Issuing Bank of the principal of or interest on any Eurodollar Loan made by such Lender or any Fees or other amounts payable hereunder (other than changes in respect of Excluded Taxes and taxes described in Section 2.20), modification or applicability of 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 any Lender or the issuance of Letters of Credit Party, by the Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate) or shall result in impose on such Lender or the imposition on any Credit Party Issuing Bank or the London interbank market of any other condition affecting this Agreement, such Restated Credit Party’s Commitment Agreement or any Eurocurrency Loan or Fixed Rate Loan Eurodollar Loans made by such Credit Party Lender or any Letter of CreditCredit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Credit Party Lender of making or maintaining any Eurocurrency Eurodollar Loan or Fixed Rate Loan increase the cost to any Lender or the Issuing Bank of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Credit Party Lender or the Issuing Bank hereunder (whether of principal, interest or otherwise) ), in each case by an amount deemed by such Credit Party Lender or the Issuing Bank, as the case may be, to be material, then the Borrowers agree to pay to such Lender or the Issuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Credit Party Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction will be paid by the Borrowers to such Credit Party upon demand. Notwithstanding the foregoing, no Credit Party shall be entitled to request compensation under this paragraph, (A) with respect to any Competitive Loan made by such Credit Party if the Change in Law giving rise to such request was applicable to such Credit Party at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made or issued, or (B) with respect to any Change in Law in respect of costs imposed on such Lender or Issuing Bank under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or Basel III (x) if the applicable Change in Law and the resulting costs shall have become fully effective without the need for any further legislative or regulatory action, and such increased costs shall have been determined by such Credit Party, in each case prior to July 20, 2011, or (y) if it shall not be the general policy or practice of such Credit Party to seek compensation in similar circumstances under similar provisions in comparable credit facilities, as determined in good faith by such Credit Partysuffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any Change in Law shall result (i) subject any Lender 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 Lender of the principal of or interest on any Eurodollar Loan made by such Lender or any Fees or other amounts payable hereunder (other than (A) changes in respect of taxes imposed on the impositionoverall net income of such Lender by the jurisdiction in which such Lender has its principal office or by any political subdivision or taxing authority therein and (B) Taxes or Other Taxes, modification which shall be governed by Section 2.16); (ii) impose, modify or applicability of deem applicable any reserve, special deposit deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of of, or credit extended or participated in by any Credit Party, or shall result Lender (except any reserve requirement reflected in the imposition Eurodollar Rate hereunder); or (iii) impose on any Credit Party Lender or the London interbank eurodollar market of any other condition condition, cost or expense affecting this Agreement, such Credit Party’s Commitment Agreement or any Eurocurrency Loan or Fixed Rate Loan Eurodollar Loans made by such Credit Party or any Letter of Credit, Lender; and the result of any of the foregoing shall be to increase the cost to such Credit Party Lender of making making, converting to, continuing or maintaining any Eurocurrency Loan or Fixed Rate Eurodollar Loan or of issuing maintaining its obligation to make any such Loan, or maintaining any Letter of Credit to increase the cost to such Lender, or to reduce the amount of any sum received or receivable by such Credit Party Lender hereunder (whether of principal, interest or otherwise), then, upon prompt request of such Lender, the Borrower will pay to such Lender as provided in Section 2.09(c) by an amount deemed by such Credit Party to be material, then such additional amount or amounts as will compensate such Credit Party Lender for such additional costs incurred or reduction will be paid by the Borrowers to such Credit Party upon demand. Notwithstanding the foregoing, no Credit Party shall be entitled to request compensation under this paragraph, (A) with respect to any Competitive Loan made by such Credit Party if the Change in Law giving rise to such request was applicable to such Credit Party at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made or issued, or (B) with respect to any Change in Law in respect of costs imposed on such Lender or Issuing Bank under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or Basel III (x) if the applicable Change in Law and the resulting costs shall have become fully effective without the need for any further legislative or regulatory action, and such increased costs shall have been determined by such Credit Party, in each case prior to July 20, 2011, or (y) if it shall not be the general policy or practice of such Credit Party to seek compensation in similar circumstances under similar provisions in comparable credit facilities, as determined in good faith by such Credit Partysuffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any Change change in Law 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 change the basis of taxation of payments to any Lender or any Fronting Bank hereunder (except for changes in respect of taxes on the overall net income of such Lender or such Fronting Bank (as the case may be) or its lending office imposed by the jurisdiction in which such Lender’s or such Fronting Bank’s (as the case may be) principal executive office or lending office is located), or shall result in the imposition, modification or applicability of any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Credit Party, Lender or such Fronting Bank (as the case may be) or shall result in the imposition on any Credit Party Lender, any Fronting Bank or the London interbank market of any other condition affecting this Agreement, such Credit PartyLender’s Commitment or any Eurocurrency Loan or Fixed Rate Loan Extension of Credit (other than an ABR Loan) made by such Credit Party Lender or any Letter of Creditsuch Fronting Bank, and the result of any of the foregoing shall be to increase the cost to such Credit Party Lender or such Fronting Bank (as the case may be) of making or maintaining any Eurocurrency Loan or Fixed Rate Loan or of issuing or maintaining any Letter of Outstanding Credit (other than an ABR Loan) or to reduce the amount of any sum received or receivable by such Credit Party Lender or such Fronting Bank (as the case may be) hereunder (whether of principal, interest or otherwise) by an amount deemed by such Credit Party Lender or such Fronting Bank (as the case may be) to be material, then the applicable Borrower or, if the foregoing circumstances do not relate to a particular Borrowing, Energy shall, upon receipt of the notice and certificate provided for in subsection (c) below promptly pay to such Lender or such Fronting Bank (as the case may be) such additional amount or amounts as will compensate such Credit Party Lender or such Fronting Bank (as the case may be) for such additional costs incurred or reduction will be paid by the Borrowers to such Credit Party upon demand. Notwithstanding the foregoing, no Credit Party shall be entitled to request compensation under this paragraph, (A) with respect to any Competitive Loan made by such Credit Party if the Change in Law giving rise to such request was applicable to such Credit Party at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made or issued, or (B) with respect to any Change in Law in respect of costs imposed on such Lender or Issuing Bank under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or Basel III (x) if the applicable Change in Law and the resulting costs shall have become fully effective without the need for any further legislative or regulatory action, and such increased costs shall have been determined by such Credit Party, in each case prior to July 20, 2011, or (y) if it shall not be the general policy or practice of such Credit Party to seek compensation in similar circumstances under similar provisions in comparable credit facilities, as determined in good faith by such Credit Partysuffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any Change change in Law shall result applicable law or regulation or in the impositioninterpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) (i) shall subject any Bank to, modification or applicability increase the net amount of, any tax, levy, impost, duty, charge, fee, deduction or withholding with respect to any LIBOR Loan or Fixed Rate Loan, or shall change the basis of taxation of payments to any Bank of the principal of or interest on any LIBOR Loan or Fixed Rate Loan made by such Bank or any 113 other fees or amounts payable hereunder (other than (x) taxes imposed on the overall net income of such Bank by the jurisdiction in which such Bank has its principal office or by any political subdivision or taxing authority therein (or any tax which is enacted or adopted by such jurisdiction, political subdivision or taxing authority as a direct substitute for any such 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 (other than requirements as to which the Borrower is obligated to make payments pursuant to Section 2.14) against assets of, deposits with or for the account of of, or credit extended by any Credit Partyby, such Bank, or (iii) shall result in the imposition impose on any Credit Party such Bank or the London interbank market of any other condition affecting this Agreement, such Credit Party’s Commitment Agreement or any Eurocurrency LIBOR Loan or Fixed Rate Loan made by such Credit Party or any Letter of CreditBank, and the result of any of the foregoing shall be to increase the cost to such Credit Party Bank of making or maintaining any Eurocurrency LIBOR Loan or Fixed Rate Loan or of issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Credit Party Bank hereunder (whether of principal, interest or otherwise) in respect thereof by an amount deemed in good faith by such Credit Party Bank to be material, then the Borrower shall pay such additional amount or amounts as will compensate such Credit Party Bank for such additional costs increase or reduction will be paid by the Borrowers to such Credit Party Bank upon demand. Notwithstanding the foregoing, no Credit Party shall be entitled to request compensation under this paragraph, (A) with respect to any Competitive Loan made demand by such Credit Party if the Change in Law giving rise to such request was applicable to such Credit Party at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made or issued, or (B) with respect to any Change in Law in respect of costs imposed on such Lender or Issuing Bank under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or Basel III (x) if the applicable Change in Law and the resulting costs shall have become fully effective without the need for any further legislative or regulatory action, and such increased costs shall have been determined by such Credit Party, in each case prior to July 20, 2011, or (y) if it shall not be the general policy or practice of such Credit Party to seek compensation in similar circumstances under similar provisions in comparable credit facilities, as determined in good faith by such Credit PartyBank.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement Closing Date any Change change in Law shall result applicable law or regulation or in the impositioninterpretation or administration thereof by any governmental authority (including the National Association of Insurance Commissioners) charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender or any Issuing Bank in respect of any Letter of Credit or of the principal of or interest on any Eurodollar Loan made by such Lender or any Fees or other amounts payable hereunder (other than changes in respect of (i) taxes imposed on the overall net income of such Lender or such Issuing Bank by the jurisdiction in which such Lender or such Issuing Bank has its principal office or by any political subdivision or taxing authority therein and (ii) any Taxes described in Section 2.18), modification or applicability of shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, or deposits with or for the account of or credit extended by or, in the case of the Letters of Credit, participated in by such Lender (except any Credit Party, such reserve requirement which is reflected in the Adjusted LIBO Rate) or such Issuing Bank or shall result in the imposition impose on any Credit Party such Lender or such Issuing Bank or the London interbank eurodollar market of any other condition affecting this Agreement, such any Letter of Credit Party’s (or any participation with respect thereto), the Letter of Credit Exposure, the Letter of Credit Commitment or any Eurocurrency Loan or Fixed Rate Loan Eurodollar Loans made by such Credit Party or any Letter of CreditLender, and the result of any of the foregoing shall be to increase the cost to such Credit Party Lender or such Issuing Bank of making or maintaining any Eurocurrency Loan or Fixed Rate Loan or of issuing or maintaining any the Letter of Credit Exposure, the Letter of Credit Commitment or any Eurodollar Loan (or, in the case of such Issuing Bank, of making any payment or maintaining the Letter of Credit Commitment) or to reduce the amount of any sum received or receivable by such Credit Party Lender or such Issuing Bank hereunder or under the Notes (whether of principal, interest or otherwise) by an amount deemed by such Credit Party Lender or such Issuing Bank to be material, then the Company will pay to such Lender or such Issuing Bank upon demand such additional amount or amounts as will compensate such Credit Party Lender or such Issuing Bank for such additional costs incurred or reduction will be paid by the Borrowers to such Credit Party upon demand. Notwithstanding the foregoing, no Credit Party shall be entitled to request compensation under this paragraph, (A) with respect to any Competitive Loan made by such Credit Party if the Change in Law giving rise to such request was applicable to such Credit Party at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made or issued, or (B) with respect to any Change in Law in respect of costs imposed on such Lender or Issuing Bank under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or Basel III (x) if the applicable Change in Law and the resulting costs shall have become fully effective without the need for any further legislative or regulatory action, and such increased costs shall have been determined by such Credit Party, in each case prior to July 20, 2011, or (y) if it shall not be the general policy or practice of such Credit Party to seek compensation in similar circumstances under similar provisions in comparable credit facilities, as determined in good faith by such Credit Partysuffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement any Change change in Law shall result applicable law or regulation or in the impositioninterpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender or the Issuing Bank of the principal of or interest on any Eurodollar Loan made by such Lender or any Fees or other amounts payable hereunder (other than changes in respect of Taxes or Other Taxes (as each such term is defined in Section 2.20(a)) and taxes expressly excluded from the definition of the term "Taxes" pursuant to clause (i), modification (ii) or applicability (iii) of Section 2.20(a)), or 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 any Credit Party, Lender or the Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate) or shall result in impose on such Lender or the imposition on any Credit Party Issuing Bank or the London interbank market of any other condition affecting this Agreement, such Credit Party’s Commitment Agreement or any Eurocurrency Loan or Fixed Rate Loan Eurodollar Loans made by such Credit Party Lender or any Letter of CreditCredit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Credit Party Lender or the Issuing Bank of making or maintaining any Eurocurrency Eurodollar Loan or Fixed Rate Loan or increase the cost to any Lender of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Credit Party Lender or the Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Credit Party Lender or the Issuing Bank to be material, then the Borrower will pay to such Lender or the Issuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Credit Party Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction will be paid by the Borrowers to such Credit Party upon demand. Notwithstanding the foregoing, no Credit Party shall be entitled to request compensation under this paragraph, (A) with respect to any Competitive Loan made by such Credit Party if the Change in Law giving rise to such request was applicable to such Credit Party at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made or issued, or (B) with respect to any Change in Law in respect of costs imposed on such Lender or Issuing Bank under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or Basel III (x) if the applicable Change in Law and the resulting costs shall have become fully effective without the need for any further legislative or regulatory action, and such increased costs shall have been determined by such Credit Party, in each case prior to July 20, 2011, or (y) if it shall not be the general policy or practice of such Credit Party to seek compensation in similar circumstances under similar provisions in comparable credit facilities, as determined in good faith by such Credit Partysuffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement any Change change in Law shall result applicable law or regulation or in the impositioninterpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender or any Issuing Bank of the principal of or interest on any Eurodollar Loan or Fixed Rate Loan made by such Lender or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income of such Lender or such Issuing Bank as a result of a present or former connection between the Governmental Authority imposing such tax and such Lender or such Issuing Bank (except a connection arising solely from such Lender or such Issuing Bank having executed, modification delivered or applicability of performed its obligations or received a payment under, or enforced, this Agreement)) or 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 any Credit Party, Lender or any Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate) or shall result in the imposition impose on any Credit Party such Lender or such Issuing Bank or the London interbank market of any other condition affecting this Agreement, such Credit Party’s Commitment Agreement or any Eurocurrency Loan Eurodollar Loans or Fixed Rate Loan Loans made by such Credit Party Lender or any Letter of CreditCredit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Credit Party Lender or such Issuing Bank of making or maintaining any Eurocurrency Eurodollar Loan or Fixed Rate Loan or increase the cost to any Lender or such Issuing Bank of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Credit Party Lender or such Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Credit Party Lender or such Issuing Bank to be material, then the Borrower will pay to such Lender or such Issuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Credit Party Lender or such Issuing Bank, as the case may be, for such additional costs incurred or reduction will be paid by the Borrowers to such Credit Party upon demandsuffered. Notwithstanding the foregoing, no Credit Party Lender shall be entitled to request compensation under this paragraph, (A) paragraph with respect to any Competitive Loan made by such Credit Party if it shall have been aware of the Change in Law change giving rise to such request was applicable to such Credit Party at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made or issued, or (B) with respect to any Change in Law in respect of costs imposed on such Lender or Issuing Bank under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or Basel III (x) if the applicable Change in Law and the resulting costs shall have become fully effective without the need for any further legislative or regulatory action, and such increased costs shall have been determined by such Credit Party, in each case prior to July 20, 2011, or (y) if it shall not be the general policy or practice of such Credit Party to seek compensation in similar circumstances under similar provisions in comparable credit facilities, as determined in good faith by such Credit Partymade.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any Change change in Law shall result applicable law or regulation or in the impositioninterpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender or any Fronting Bank in respect of any Letter of Credit or of the principal of or interest on any Eurodollar Loan made by such Lender or any Fees or other amounts payable hereunder (other than changes in respect of (i) taxes imposed on the overall net income of such Lender or such Fronting Bank by the jurisdiction in which such Lender or such Fronting Bank has its principal office or by any political subdivision or taxing authority therein and (ii) any Taxes described in Section 2.19), modification or applicability of shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, or deposits with or for the account of or credit extended by or, in the case of the Letters of Credit, participated in by such Lender (except any Credit Party, such reserve requirement which is reflected in the Adjusted LIBO Rate) or such Fronting Bank or shall result in the imposition impose on any Credit Party such Lender or such Fronting Bank or the London interbank eurodollar market of any other condition affecting this Agreement, such any Letter of Credit Party’s (or any participation with respect thereto), the Letter of Credit Exposure, the Letter of Credit Commitment or any Eurocurrency Loan Eurodollar Loans of such Lender or Fixed Rate Loan made by such Credit Party or any Letter of CreditFronting Bank, and the result of any of the foregoing shall be to increase the cost to such Credit Party Lender or such Fronting Bank of making or maintaining its Letter of Credit Exposure, its Letter of Credit Commitment or any Eurocurrency Eurodollar Loan or Fixed Rate Loan or (or, in the case of issuing or maintaining such Fronting Bank, of making any payment under any Letter of Credit Credit) or to reduce the amount of any sum received or receivable by such Credit Party Lender or such Fronting Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Credit Party Lender or such Fronting Bank to be material, then from time to time the Borrower or the applicable Credit Party will pay to such Lender or such Fronting Bank upon demand such additional amount or amounts as will compensate such Credit Party Lender or such Fronting Bank for such additional costs incurred or reduction will be paid by the Borrowers to such Credit Party upon demand. Notwithstanding the foregoing, no Credit Party shall be entitled to request compensation under this paragraph, (A) with respect to any Competitive Loan made by such Credit Party if the Change in Law giving rise to such request was applicable to such Credit Party at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made or issued, or (B) with respect to any Change in Law in respect of costs imposed on such Lender or Issuing Bank under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or Basel III (x) if the applicable Change in Law and the resulting costs shall have become fully effective without the need for any further legislative or regulatory action, and such increased costs shall have been determined by such Credit Party, in each case prior to July 20, 2011, or (y) if it shall not be the general policy or practice of such Credit Party to seek compensation in similar circumstances under similar provisions in comparable credit facilities, as determined in good faith by such Credit Partysuffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement any Change in Law affecting any Lender or Issuing Bank or any lending office of such Lender’s or Issuing Bank’s holding company, if any, shall result in the imposition(i) impose, modification modify or applicability of deem applicable any reserve, special deposit deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or any Issuing Bank (except any such reserve requirement which is reflected in the Reserve Adjusted Eurodollar Rate), (ii) subject the Administrative Agent, any Lender or any Issuing Bank to any Taxes in connection with this Agreement or any Loan, Letter of Credit Partyor Commitment made hereunder or its deposits, reserves, other liabilities or capital attributable thereto, or shall result change the basis of taxation payments in respect thereof (except, in each case, (A) for Indemnified Taxes or Other Taxes indemnified pursuant to Section 2.20, (B) Taxes described in clauses (b) through (d) of the imposition definition of Excluded Taxes and (C) Connection Income Taxes) or (iii) impose on any Credit Party such Lender or such Issuing Bank or the London interbank market of any other condition affecting this Agreement, such Credit Party’s Commitment Agreement or any Eurocurrency Loan or Fixed Rate Loan Eurodollar Loans made by such Credit Party Lender or any Letter of CreditCredit or participation therein, and the result of any of the foregoing shall be to increase the cost (other than Taxes) to such Credit Party Lender or such Issuing Bank of making or maintaining any Eurocurrency Eurodollar Loan or Fixed Rate Loan increase the cost (other than Taxes) to any Lender or any Issuing Bank of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Credit Party Lender or such Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Credit Party to be material), then the BorrowerBorrowers will pay to such Lender or such Issuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Credit Party Lender or such Issuing Bank, as the case may be, for such additional costs incurred or reduction will be paid by the Borrowers to such Credit Party upon demand. Notwithstanding the foregoing, no Credit Party shall be entitled to request compensation under this paragraph, (A) with respect to any Competitive Loan made by such Credit Party if the Change in Law giving rise to such request was applicable to such Credit Party at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made or issued, or (B) with respect to any Change in Law in respect of costs imposed on such Lender or Issuing Bank under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or Basel III (x) if the applicable Change in Law and the resulting costs shall have become fully effective without the need for any further legislative or regulatory action, and such increased costs shall have been determined by such Credit Party, in each case prior to July 20, 2011, or (y) if it shall not be the general policy or practice of such Credit Party to seek compensation in similar circumstances under similar provisions in comparable credit facilities, as determined in good faith by such Credit Partysuffered.

Reserve Requirements; Change in Circumstances. (a) --------------------------------------------- Notwithstanding any other provision herein, if after the date of this Agreement any Change change in Law shall result applicable law or regulation or in the impositioninterpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender or Issuing Bank of the principal of or interest on any Eurocurrency Loan, modification Eurodollar Loan or applicability Fixed Rate Loan made by such Lender or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income of such Lender or Issuing Bank by any jurisdiction or any political subdivision thereof) or 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 such Issuing Bank (except any Credit Partysuch reserve requirement which is already reflected in the definition of the applicable Rate), or shall result in the imposition impose on any Credit Party such Lender or such Issuing Bank or the London interbank market of any other condition affecting this Agreement, such Credit Party’s Commitment Agreement or any Eurocurrency Loan, Eurodollar Loan or Fixed Rate Loan made by such Credit Party Lender or any Letter of CreditCredit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Credit Party Lender or Issuing Bank of making or maintaining any Eurocurrency Loan, Eurodollar Loan or Fixed Rate Loan or increase the cost to any Lender of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Credit Party Lender or such Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by such Credit Party Lender or such Issuing Bank to be material, then the Borrower shall pay to such Lender or such Issuing Bank, as the case may be, within thirty (30) days of its receipt of written demand therefor such additional amount or amounts as will compensate such Credit Party Lender or such Issuing Bank, as the case may be, for such additional costs incurred or reduction will be paid by the Borrowers to such Credit Party upon demandsuffered. Notwithstanding the foregoing, no Credit Party Lender shall be entitled to request compensation under this paragraph, (A) paragraph with respect to any Competitive Loan made by such Credit Party if it should have been aware of the Change in Law change giving rise to such request was applicable to such Credit Party at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made or issued, or (B) with respect to any Change in Law in respect of costs imposed on such Lender or Issuing Bank under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or Basel III (x) if the applicable Change in Law and the resulting costs shall have become fully effective without the need for any further legislative or regulatory action, and such increased costs shall have been determined by such Credit Party, in each case prior to July 20, 2011, or (y) if it shall not be the general policy or practice of such Credit Party to seek compensation in similar circumstances under similar provisions in comparable credit facilities, as determined in good faith by such Credit Partymade.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement any Change in Law shall result in the impositionimpose, modification modify or applicability of deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Credit Party, Lender or any Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate) or shall result in the imposition impose on any Credit Party such Lender or such Issuing Bank or the London interbank market of any other condition affecting this Agreement, such Credit Party’s Commitment Agreement or any Eurocurrency Loan or Fixed Rate Loan Eurodollar Loans made by such Credit Party Lender or any Letter of CreditCredit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Credit Party Lender or such Issuing Bank of making or maintaining any Eurocurrency Eurodollar Loan or Fixed Rate Loan or increase the cost to any Lender of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Credit Party Lender or such Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Credit Party Lender or such Issuing Bank to be material, then the relevant Borrower will pay to such Lender or such Issuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Credit Party Lender or such Issuing Bank, as the case may be, for such additional costs incurred or reduction will be paid by the Borrowers to such Credit Party upon demandsuffered. Notwithstanding the foregoing, no Credit Party If any Lender or any Issuing Bank shall be entitled to request compensation under this paragraph, (A) with respect to any Competitive Loan made by such Credit Party if the Change in Law giving rise to such request was applicable to such Credit Party at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made or issued, or (B) with respect to have determined that any Change in Law regarding capital adequacy has or would have the effect of reducing the rate of return on such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s or such Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made or participations in respect Loans purchased by such Lender pursuant hereto or the Letters of costs imposed on Credit issued by such Issuing Bank pursuant hereto to a level below that which such Lender or such Issuing Bank under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or Basel III (x) if the applicable such Lender’s or such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and the resulting costs policies of such Lender’s or such Issuing Bank’s holding company with respect to capital adequacy) by an amount deemed by such Lender or such Issuing Bank to be material, then the relevant Borrower shall have become fully effective without pay to such Lender or such Issuing Bank, as the need case may be, such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any further legislative or regulatory action, and such increased costs shall have been determined by such Credit Party, in each case prior to July 20, 2011, or (y) if it shall not be the general policy or practice of such Credit Party to seek compensation in similar circumstances under similar provisions in comparable credit facilities, as determined in good faith by such Credit Partyreduction suffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinExcept with respect to Indemnified Taxes and Other Taxes, which shall be governed solely and exclusively by Section 2.23, or Excluded Taxes if (i) after the date of this Agreement Closing Date any Change change in Applicable Law shall result or regulation or in the impositioninterpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law), modification (ii) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or applicability the compliance with any requests, rules, guidelines or directives thereunder or issued in connection therewith, regardless of the date enacted, adopted or issued or (iii) the compliance with any requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, regardless of the date enacted, adopted or issued (x) 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 or participated in by, any Credit PartyLender, or (y) shall result in the imposition impose on any Credit Party Lender or the London interbank market of any other condition condition, cost or expense affecting this Agreement, such Credit Party’s Commitment Agreement or any Eurocurrency Loan or Fixed Rate LIBOR Loan made by such Credit Party Lender or (z) shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any Letter LIBOR Loan made by it, or change the basis of Credittaxation of payments to such Lender in respect thereof, and the result of any of the foregoing shall be to increase the cost (other than, except as provided in clause (z), the amount of Taxes, if any) to such Credit Party Lender of making making, converting to, continuing or maintaining any Eurocurrency LIBOR Loan or Fixed Rate Loan (or of issuing maintaining its obligation to make any such Loan), or maintaining any Letter of Credit to increase the cost to such Lender or to reduce the amount (other than a reduction resulting from an increase in Taxes, if any) of any sum received or receivable by such Credit Party Lender hereunder (whether of principal, interest or otherwise) in respect thereof by an amount deemed in good faith by such Credit Party Lender to be material, then the Borrower shall pay such additional amount or amounts as will compensate such Credit Party Lender for such additional costs increase or reduction will be paid by the Borrowers to such Credit Party upon demand. Notwithstanding the foregoing, no Credit Party shall be entitled to request compensation under this paragraph, (A) with respect to any Competitive Loan made by such Credit Party if the Change in Law giving rise to such request was applicable to such Credit Party at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made or issued, or (B) with respect to any Change in Law in respect of costs imposed on such Lender or Issuing Bank under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or Basel III (x) if the applicable Change in Law and the resulting costs shall have become fully effective without the need for any further legislative or regulatory action, and such increased costs shall have been determined by such Credit Party, in each case prior to July 20, 2011, or (y) if it shall not be the general policy or practice of such Credit Party to seek compensation in similar circumstances under similar provisions in comparable credit facilities, as determined in good faith by such Credit PartyLender.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any Change change in Law 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 change the basis of taxation of payments to any Lender or the Fronting Bank hereunder (except for changes in respect of taxes on the overall net income of such Lender or the Fronting Bank (as the case may be) or its lending office imposed by the jurisdiction in which such Lender's or the Fronting Bank's (as the case may be) principal executive office or lending office is located), or shall result in the imposition, modification or applicability of any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Credit PartyLender or the Fronting Bank, or shall result in the imposition on any Credit Party Lender, the Fronting Bank or the London interbank market of any other condition affecting this Agreement, such Credit Party’s Lender's Commitment or any Eurocurrency Loan or Fixed Rate Loan Extension of Credit (other than an ABR Loan) made by such Credit Party Lender or any Letter of Creditthe Fronting Bank, and the result of any of the foregoing shall be to increase the cost to such Credit Party Lender or the Fronting Bank (as the case may be) of making or maintaining any Eurocurrency Loan or Fixed Rate Loan or of issuing or maintaining any Letter Extension of Credit (other than an ABR Loan) or to reduce the amount of any sum received or receivable by such Credit Party Lender or the Fronting Bank (as the case may be) hereunder (whether of principal, interest or otherwise) by an amount deemed by such Credit Party Lender or the Fronting Bank (as the case may be) to be material, then the applicable Borrower or, if the foregoing circumstances do not relate to a particular Extension of Credit, the Borrowers shall, upon receipt of the notice and certificate provided for in Section 2.13(c), promptly pay to such Lender or the Fronting Bank (as the case may be) such additional amount or amounts as will compensate such Credit Party Lender or the Fronting Bank (as the case may be) for such additional costs incurred or reduction will be paid by the Borrowers to such Credit Party upon demandsuffered. Notwithstanding the foregoing, no Credit Party Lender shall be entitled to request compensation under this paragraph, (A) paragraph with respect to any Competitive Loan made by such Credit Party if the Change in Law change giving rise to such request was applicable to such Credit Party Lender at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made or issued, or (B) with respect to any Change in Law in respect of costs imposed on such Lender or Issuing Bank under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or Basel III (x) if the applicable Change in Law and the resulting costs shall have become fully effective without the need for any further legislative or regulatory action, and such increased costs shall have been determined by such Credit Party, in each case prior to July 20, 2011, or (y) if it shall not be the general policy or practice of such Credit Party to seek compensation in similar circumstances under similar provisions in comparable credit facilities, as determined in good faith by such Credit Partymade.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement any Change in Law shall result in the imposition(i) impose, modification modify or applicability of deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Credit PartyLender or the Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate), (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto or (iii) shall result in impose on such Lender or the imposition on any Credit Party Issuing Bank or the London interbank market of any other condition (other than Taxes) affecting this Agreement, such Credit Party’s Commitment Agreement or any Eurocurrency Loan or Fixed Rate Loan Eurodollar Loans made by such Credit Party Lender or any Letter of CreditCredit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Credit Party Lender, the Issuing Bank or such other Recipient of making or maintaining any Eurocurrency Eurodollar Loan (or, in the case of any Change in Law with respect to Taxes, any Loan) or Fixed Rate Loan increase the cost to any Lender, the Issuing Bank or such other Recipient of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Credit Party Lender, the Issuing Bank or such other Recipient hereunder (whether of principal, interest or otherwise) by an amount deemed by such Credit Party Lender, the Issuing Bank or such other Recipient to be material, then the Borrowers will pay to such Lender, the Issuing Bank or such other Recipient, as the case may be, upon demand such additional amount or amounts as will compensate such Credit Party Lender, the Issuing Bank or such other Recipient, as the case may be, for such additional costs incurred or reduction will be paid by the Borrowers to such Credit Party upon demand. Notwithstanding the foregoing, no Credit Party shall be entitled to request compensation under this paragraph, (A) with respect to any Competitive Loan made by such Credit Party if the Change in Law giving rise to such request was applicable to such Credit Party at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made or issued, or (B) with respect to any Change in Law in respect of costs imposed on such Lender or Issuing Bank under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or Basel III (x) if the applicable Change in Law and the resulting costs shall have become fully effective without the need for any further legislative or regulatory action, and such increased costs shall have been determined by such Credit Party, in each case prior to July 20, 2011, or (y) if it shall not be the general policy or practice of such Credit Party to seek compensation in similar circumstances under similar provisions in comparable credit facilities, as determined in good faith by such Credit Partysuffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement any Change in Law affecting any Lender or Issuing Bank or any lending office of such Lender’s or Issuing Bank’s holding company, if any, shall result in the imposition(i) impose, modification modify or applicability of deem applicable any reserve, special deposit deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or any Issuing Bank (except any such reserve requirement which is reflected in the Reserve Adjusted Eurodollar Rate), (ii) subject the Administrative Agent, any Lender or any Issuing Bank to any Taxes in connection with this Agreement or any Loan, Letter of Credit Partyor Commitment made hereunder or its deposits, reserves, other liabilities or capital attributable thereto, or shall result change the basis of taxation payments in respect thereof (except, in each case, (A) for Indemnified Taxes or Other Taxes indemnified pursuant to Section 2.20, (B) Taxes described in clauses (b) through (d) of the imposition definition of Excluded Taxes and (C) Connection Income Taxes) or (iii) impose on any Credit Party such Lender or such Issuing Bank or the London interbank market of any other condition affecting this Agreement, such Credit Party’s Commitment Agreement or any Eurocurrency Loan or Fixed Rate Loan Eurodollar Loans made by such Credit Party Lender or any Letter of CreditCredit or participation therein, and the result of any of the foregoing shall be to increase the cost (other than Taxes) to such Credit Party Lender or such Issuing Bank of making or maintaining any Eurocurrency Eurodollar Loan or Fixed Rate Loan increase the cost (other than Taxes) to any Lender or any Issuing Bank of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Credit Party Lender or such Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Credit Party to be material), then the Borrowers will pay to such Lender or such Issuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Credit Party Lender or such Issuing Bank, as the case may be, for such additional costs incurred or reduction will be paid by the Borrowers to such Credit Party upon demand. Notwithstanding the foregoing, no Credit Party shall be entitled to request compensation under this paragraph, (A) with respect to any Competitive Loan made by such Credit Party if the Change in Law giving rise to such request was applicable to such Credit Party at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made or issued, or (B) with respect to any Change in Law in respect of costs imposed on such Lender or Issuing Bank under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or Basel III (x) if the applicable Change in Law and the resulting costs shall have become fully effective without the need for any further legislative or regulatory action, and such increased costs shall have been determined by such Credit Party, in each case prior to July 20, 2011, or (y) if it shall not be the general policy or practice of such Credit Party to seek compensation in similar circumstances under similar provisions in comparable credit facilities, as determined in good faith by such Credit Partysuffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinExcept with respect to Indemnified Taxes and Other Taxes, which shall be governed solely and exclusively by Section 2.23, or Excluded Taxes if (i) after the date of this Agreement Closing Date any Change change in Applicable Law shall result or regulation or in the impositioninterpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law), modification (ii) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or applicability the compliance with any requests, rules, guidelines or directives thereunder or issued in connection therewith, regardless of the date enacted, adopted or issued or (iii) the compliance with any requests, rules, guidelines or directives promulgated by the Bank for International settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, regardless of the date enacted, adopted or issued (x) 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 or participated in by, any Credit PartyLender or Issuing Lender, or (y) shall result in the imposition impose on any Credit Party Lender or Issuing Lender or the London or other offshore interbank market of for any Currency any other condition condition, cost or expense affecting this Agreement, such Credit Party’s Commitment Agreement or any Eurocurrency LIBOR Loan or Fixed Rate Competitive Loan made by such Credit Party Lender or any Letter of Credit or participation therein or (z) shall subject any Lender or Issuing Lender to any tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any LIBOR Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof, and the result of any of the foregoing shall be to increase the cost (other than, except as provided in clause (z), the amount of Taxes, if any) to such Credit Party Lender of making making, converting to, continuing or maintaining any Eurocurrency LIBOR Loan or Fixed Rate Competitive Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or Issuing Lender of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit) or to reduce the amount (other than a reduction resulting from an increase in Taxes, if any) of any sum received or receivable by such Credit Party Lender or Issuing Lender hereunder (whether of principal, interest or otherwise) in respect thereof by an amount deemed in good faith by such Credit Party Lender or Issuing Lender to be material, then the Borrower or the relevant Subsidiary Borrower shall pay such additional amount or amounts as will compensate such Credit Party Lender or Issuing Lender, as the case may be, for such additional costs increase or reduction will be paid by the Borrowers to such Credit Party upon demand. Notwithstanding the foregoing, no Credit Party shall be entitled to request compensation under this paragraph, (A) with respect to any Competitive Loan made by such Credit Party if the Change in Law giving rise to such request was applicable to such Credit Party at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made or issued, or (B) with respect to any Change in Law in respect of costs imposed on such Lender or Issuing Bank under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or Basel III (x) if the applicable Change in Law and the resulting costs shall have become fully effective without the need for any further legislative or regulatory action, and such increased costs shall have been determined by such Credit Party, in each case prior to July 20, 2011, or (y) if it shall not be the general policy or practice of such Credit Party to seek compensation in similar circumstances under similar provisions in comparable credit facilities, as determined in good faith by such Credit PartyLender.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinExcept with respect to Indemnified Taxes and Other Taxes, which shall be governed solely and exclusively by Section 2.23, or Excluded Taxes if (i) after the date of this Agreement Closing Date any Change change in Applicable Law shall result or regulation or in the impositioninterpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law), modification (ii) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or applicability the compliance with any requests, rules, guidelines or directives thereunder or issued in connection therewith, regardless of the date enacted, adopted or issued or (iii) the compliance with any requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, regardless of the date enacted, adopted or issued (x) 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 or participated in by, any Credit PartyLender or Issuing Lender, or (y) shall result in the imposition impose on any Credit Party Lender or Issuing Lender or the London or other offshore interbank market of for any Currency any other condition condition, cost or expense affecting this Agreement, such Credit Party’s Commitment Agreement or any Eurocurrency LIBOR Loan or Fixed Rate Competitive Loan made by such Credit Party Lender or any Letter of Credit or participation therein or (z) shall subject any Lender or Issuing Lender to any tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any LIBOR Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof, and the result of any of the foregoing shall be to increase the cost (other than, except as provided in clause (z), the amount of Taxes, if any) to such Credit Party Lender of making making, converting to, continuing or maintaining any Eurocurrency LIBOR Loan or Fixed Rate Competitive Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or Issuing Lender of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit) or to reduce the amount (other than a reduction resulting from an increase in Taxes, if any) of any sum received or receivable by such Credit Party Lender or Issuing Lender hereunder (whether of principal, interest or otherwise) in respect thereof by an amount deemed in good faith by such Credit Party Lender or Issuing Lender to be material, then the Borrower or the relevant Subsidiary Borrower shall pay such additional amount or amounts as will compensate such Credit Party Lender or Issuing Lender, as the case may be, for such additional costs increase or reduction will be paid by the Borrowers to such Credit Party upon demand. Notwithstanding the foregoing, no Credit Party shall be entitled to request compensation under this paragraph, (A) with respect to any Competitive Loan made by such Credit Party if the Change in Law giving rise to such request was applicable to such Credit Party at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made or issued, or (B) with respect to any Change in Law in respect of costs imposed on such Lender or Issuing Bank under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or Basel III (x) if the applicable Change in Law and the resulting costs shall have become fully effective without the need for any further legislative or regulatory action, and such increased costs shall have been determined by such Credit Party, in each case prior to July 20, 2011, or (y) if it shall not be the general policy or practice of such Credit Party to seek compensation in similar circumstances under similar provisions in comparable credit facilities, as determined in good faith by such Credit PartyLender.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if If after the date of this Agreement any Change change in Law shall result applicable law or regulation or in the impositioninterpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law but with respect to which similarly situated banks generally comply) (any such change, modification an "INCREASED COST CHANGE") (i) shall change the basis of taxation of payments to any Bank of the principal of or applicability interest on any Eurodollar Loan, Term Federal Funds Loan, Certificate of Deposit Loan or Fixed Rate Loan made by such Bank or any other fees or amounts payable hereunder (other than (x) taxes imposed [NYCorp;1203895.1] on the overall net income of such Bank by the jurisdiction in which such Bank has its principal or lending office or by any political subdivision or taxing authority therein (or any tax which is enacted or adopted by such jurisdiction, political subdivision or taxing authority as a direct substitute for any such 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), or (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 Bank (except any Credit Party, or shall result such requirement reflected in the imposition on any Credit Party Base CD Rate or the Certificate of Deposit Rate) or (iii) shall impose on such Bank or on the London interbank Interbank Market, the Certificate of Deposit market of or the term Federal funds market any other condition affecting this Agreement, such Credit Party’s Commitment Agreement or any Eurocurrency Eurodollar Loan, Term Federal Funds Loan or Fixed Rate Certificate of Deposit Loan made by such Credit Party or any Letter of CreditBank, and the result of any of the foregoing shall be to increase the cost to such Credit Party Bank of making or maintaining any Eurocurrency Eurodollar Loan, Term Federal Funds Loan or Fixed Rate Certificate of Deposit Loan or of issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Credit Party Bank hereunder (whether of principal, interest or otherwise) in respect thereof by an amount deemed in good faith by such Credit Party Bank to be material, then then, subject to Section 2.09(d) hereof, such additional amount or amounts as will compensate such Credit Party Bank for such additional costs increase or reduction will be paid by the Borrowers Company to such Credit Party upon demandBank as provided in Section 2.09(c) hereof. Notwithstanding the foregoing, no Credit Party Any such amount determined pursuant to this Section 2.09(a) shall be entitled to request compensation under this paragraph, (A) with respect to computed on the basis of the net effect of any Competitive Loan made Increased Cost Changes incurred by such Credit Party if Bank from time to time after the Change in Law giving rise to such request was applicable to such Credit Party at the time Effective Date of submission of the Competitive Bid pursuant to which such Competitive Loan was made or issued, or (B) with respect to any Change in Law in respect of costs imposed on such Lender or Issuing Bank under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or Basel III (x) if the applicable Change in Law and the resulting costs shall have become fully effective without the need for any further legislative or regulatory action, and such increased costs shall have been determined by such Credit Party, in each case prior to July 20, 2011, or (y) if it shall not be the general policy or practice of such Credit Party to seek compensation in similar circumstances under similar provisions in comparable credit facilities, as determined in good faith by such Credit Partythis Agreement.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any Change change in applicable Law shall result or regulation or in the impositioninterpretation or administration thereof by any Tribunal charged with the interpretation or administration thereof (whether or not having the force of Law) (i) shall 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 Bank or any other fees or amounts payable hereunder (other than (x) Taxes imposed on the overall net income of such Bank by the jurisdiction in which such Bank has its principal office or by any political subdivision or taxing authority therein (or any Tax which is enacted or adopted by such jurisdiction, modification political subdivision, or applicability taxing authority as a direct substitute for any such 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 deposit, or similar requirement against assets of, deposits with or for the account of of, or credit extended by any Credit Partyby, such Bank, or (iii) shall result in the imposition impose on any Credit Party such Bank or the London interbank market of Eurodollar Interbank Market any other condition affecting this Agreement, such Credit Party’s Commitment Agreement or any Eurocurrency Eurodollar Loan or Fixed Rate Loan made by such Credit Party or any Letter of CreditBank, and the result of any of the foregoing shall be to increase the cost to such Credit Party Bank of maintaining its Commitment or of making or maintaining any Eurocurrency Eurodollar Loan or Fixed Rate Loan or of issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Credit Party Bank hereunder (whether of principal, interest interest, or otherwise) in respect thereof by an amount deemed in good faith by such Credit Party Bank to be material, then the Borrower shall pay to the Agent for the account of such Bank such additional amount or amounts as will compensate such Credit Party Bank for such additional costs increase or reduction will be paid by the Borrowers to such Credit Party Bank upon demanddemand by such Bank (through the Agent). Notwithstanding the foregoing, in no Credit Party event shall any Bank be entitled permitted to request receive any compensation under this paragraph, (A) with respect to any Competitive Loan made by such Credit Party if the Change hereunder constituting interest in Law giving rise to such request was applicable to such Credit Party at the time of submission excess of the Competitive Bid pursuant to which such Competitive Loan was made or issued, or (B) with respect to any Change in Law in respect of costs imposed on such Lender or Issuing Bank under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or Basel III (x) if the applicable Change in Law and the resulting costs shall have become fully effective without the need for any further legislative or regulatory action, and such increased costs shall have been determined by such Credit Party, in each case prior to July 20, 2011, or (y) if it shall not be the general policy or practice of such Credit Party to seek compensation in similar circumstances under similar provisions in comparable credit facilities, as determined in good faith by such Credit PartyHighest Lawful Rate.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding If any other provision hereinof the Agents or any Lender determines (which determination shall, if after the date of this Agreement absent manifest error, be final and conclusive and binding upon all parties hereto) that any Change in Law shall result in the imposition(i) impose, modification modify or applicability of deem applicable any reserve, special deposit deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of of, or credit extended by or participated in by, the Agents or any Credit PartyLender (or its applicable lending office or any company controlling the Administrative Agent or such Lender) (except any reserve requirement reflected in the Adjusted LIBO Rate); (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or shall result in the imposition other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Credit Party Lender or the London interbank market of any other condition condition, cost or expense (other than Taxes) affecting this Agreement, such Credit Party’s Commitment Agreement or any Eurocurrency Loan or Fixed Rate Loan Loans made by such Credit Party or any Letter of Credit, Lender; and the result of any of the foregoing shall be to increase the cost to such Credit Party Lender or such other Recipient of making making, converting to, continuing or maintaining any Eurocurrency Loan or Fixed Rate Loan or of issuing or maintaining its obligation to make any Letter of Credit such Loan, or to reduce the amount of any sum received or receivable by such Credit Party Lender or other Recipient hereunder (whether of principal, interest or otherwiseany other amount) by an amount deemed by then, upon request of such Credit Party Lender or other Recipient, the Borrower will pay to be materialsuch Lender or other Recipient, then as the case may be, such additional amount or amounts as will compensate such Credit Party Lender or other Recipient, as the case may be, for such additional costs incurred or reduction will be paid by the Borrowers to such Credit Party upon demand. Notwithstanding the foregoing, no Credit Party shall be entitled to request compensation under this paragraph, (A) with respect to any Competitive Loan made by such Credit Party if the Change in Law giving rise to such request was applicable to such Credit Party at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made or issued, or (B) with respect to any Change in Law in respect of costs imposed on such Lender or Issuing Bank under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or Basel III (x) if the applicable Change in Law and the resulting costs shall have become fully effective without the need for any further legislative or regulatory action, and such increased costs shall have been determined by such Credit Party, in each case prior to July 20, 2011, or (y) if it shall not be the general policy or practice of such Credit Party to seek compensation in similar circumstances under similar provisions in comparable credit facilities, as determined in good faith by such Credit Partysuffered.

Reserve Requirements; Change in Circumstances. (a) (a) Notwithstanding any other provision herein, if after the date of this Agreement any Regulatory Change or change in any Law (i) shall result subject the Administrative Agent, a Bank or an Issuing Bank to any Taxes (other than (w) Indemnified Taxes, (x) Taxes described in the impositionclauses (a), modification (b), (c) and (e) of Excluded Taxes, (y) Other Taxes and (z) Other Connection Taxes on gross or applicability net income, profits or revenue (including value-added or similar Taxes)) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, (ii) shall impose, modify, or deem applicable any reserve, special deposit deposit, or similar requirement with respect to any Eurodollar Loan against assets of, deposits with or for the account of of, or credit extended by by, such Bank under this Agreement (without duplication of any Credit Partyamounts paid pursuant to Section 2.8(c)), or (iii) with respect to any Eurodollar Loan, shall result in the imposition impose on any Credit Party such Bank or the London interbank market of Eurodollar Interbank Market any other condition affecting this Agreement, such Credit Party’s Commitment Agreement or any Eurocurrency Loan or Fixed Rate Eurodollar Loan made by such Credit Party or any Letter of CreditBank, and the result of any of the foregoing shall be to materially increase the actual cost to such Credit Party Bank (or such Administrative Agent or Issuing Bank in the case of (i)) of maintaining its Commitment or of making or maintaining any Eurocurrency Eurodollar Loan or Fixed Rate Loan or of issuing or maintaining any Letter of Credit or to materially reduce the amount of any sum received or receivable by such Credit Party Bank (or such Administrative Agent or Issuing Bank in the case of (i)) hereunder (whether of principal, interest interest, or otherwise) by an amount deemed in respect thereof, then the Company shall pay to the Administrative Agent for the account of such Bank (or such Administrative Agent or Issuing Bank in the case of (i)), within ten days following delivery to the Company of the certificate specified in paragraph (c) below by such Credit Party to be materialBank (or such Administrative Agent or Issuing Bank in the case of (i)), then such additional amount or amounts as will compensate reimburse such Credit Party for Bank (or such additional costs or reduction will be paid by the Borrowers to such Credit Party upon demand. Notwithstanding the foregoing, no Credit Party shall be entitled to request compensation under this paragraph, (A) with respect to any Competitive Loan made by such Credit Party if the Change in Law giving rise to such request was applicable to such Credit Party at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made or issued, or (B) with respect to any Change in Law in respect of costs imposed on such Lender Administrative Agent or Issuing Bank under in the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act case of (i)) for such increase or Basel III reduction to such Bank (xor such Administrative Agent or Issuing Bank in the case of (i)) if to the applicable Change in Law and the resulting costs shall have become fully effective without the need for any further legislative or regulatory action, and such increased costs shall have been determined by such Credit Party, in each case prior extent reasonably allocable to July 20, 2011, or (y) if it shall not be the general policy or practice of such Credit Party to seek compensation in similar circumstances under similar provisions in comparable credit facilities, as determined in good faith by such Credit Partythis Agreement.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding a)Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement any Change in Law shall result in the impositionimpose, modification modify or applicability of deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Credit Party, Lender or any Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBOEURIBO Rate) or shall result in the imposition impose on any Credit Party such Lender or such Issuing Bank or the London applicable interbank market of any other condition affecting (including, in each case, the imposition of Taxes other than (and excluding) Taxes (i) imposed on any payment made pursuant to this Agreement, such Credit Party’s Commitment (ii) measured by net income or any profits, franchise, branch profits or similar Taxes or (iii) arising under FATCA) affecting this Agreement or Eurocurrency Loan Loans or Fixed Rate Loan Term SOFR Loans made by such Credit Party Lender or any Letter of CreditCredit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Credit Party Lender or such Issuing Bank of making or maintaining any Eurocurrency Loans or Term SOFR Loan or Fixed Rate Loan increase the cost to any Lender or any Issuing Bank of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Credit Party Lender or such Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Credit Party Lender or such Issuing Bank to be material, then such additional amount the U.S. Borrowers or amounts the European Borrowers, as will compensate such Credit Party for such additional costs applicable, regardless of any possible contention of the invalidity or reduction will be paid by the Borrowers to such Credit Party upon demand. Notwithstanding the foregoing, no Credit Party shall be entitled to request compensation under this paragraph, (A) with respect to any Competitive Loan made by such Credit Party if inapplicability of the Change in Law giving rise to such request was applicable to such Credit Party at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made or issued, or (B) with respect to any Change in Law in respect of costs imposed on such Lender or Issuing Bank under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or Basel III (x) if the applicable Change in Law and the resulting costs that shall have become fully effective without the need for any further legislative occurred or regulatory action, and such increased costs shall have been determined by such Credit Party, in each case prior to July 20, 2011, or (y) if it shall not be the general policy or practice of such Credit Party to seek compensation in similar circumstances under similar provisions in comparable credit facilities, as determined in good faith by such Credit Partyimposed.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any Change change in Law 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 change the basis of taxation of payments to any Lender or the Fronting Bank hereunder (except for changes in respect of taxes on the overall net income of such Lender or the Fronting Bank (as the case may be) or its lending office imposed by the jurisdiction in which such Lender's or the Fronting Bank's (as the case may be) principal executive office or lending office is located), or shall result in the imposition, modification or applicability of any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Credit PartyLender or the Fronting Bank, or shall result in the imposition on any Credit Party Lender, the Fronting Bank or the London interbank market of any other condition affecting this Agreement, such Credit Party’s Lender's Commitment or any Eurocurrency Loan or Fixed Rate Loan Extension of Credit (other than an ABR Loan) made by such Credit Party Lender or any Letter of Creditthe Fronting Bank, and the result of any of the foregoing shall be to increase the cost to such Credit Party Lender or the Fronting Bank (as the case may be) of making or maintaining any Eurocurrency Loan or Fixed Rate Loan or of issuing or maintaining any Letter Extension of Credit (other than an ABR Loan) or to reduce the amount of any sum received or receivable by such Credit Party Lender or the Fronting Bank (as the case may be) hereunder (whether of principal, interest or otherwise) by an amount deemed by such Credit Party Lender or the Fronting Bank (as the case may be) to be material, then the Borrower shall, upon receipt of the notice and certificate provided for in Section 2.13(c), promptly pay to such Lender or the Fronting Bank (as the case may be) such additional amount or amounts as will compensate such Credit Party Lender or the Fronting Bank (as the case may be) for such additional costs incurred or reduction will be paid by the Borrowers to such Credit Party upon demandsuffered. Notwithstanding the foregoing, no Credit Party Lender shall be entitled to request compensation under this paragraph, (A) paragraph with respect to any Competitive Loan made by such Credit Party if the Change in Law change giving rise to such request was applicable to such Credit Party Lender at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made or issued, or (B) with respect to any Change in Law in respect of costs imposed on such Lender or Issuing Bank under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or Basel III (x) if the applicable Change in Law and the resulting costs shall have become fully effective without the need for any further legislative or regulatory action, and such increased costs shall have been determined by such Credit Party, in each case prior to July 20, 2011, or (y) if it shall not be the general policy or practice of such Credit Party to seek compensation in similar circumstances under similar provisions in comparable credit facilities, as determined in good faith by such Credit Partymade.

Reserve Requirements; Change in Circumstances. (a) ---------------------------------------------- Notwithstanding any other provision herein, if after the date of this Agreement any Change change in Law shall result applicable law or regulation or in the impositioninterpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender or Issuing Bank of the principal of or interest on any Eurodollar Loan or CD Loan made by such Lender or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income of such Lender or Issuing Bank by any jurisdiction or any political subdivision thereof) or shall impose, modification modify or applicability of 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 such Issuing Bank (except any Credit Partysuch reserve requirement which is already reflected in the definition of the applicable Rate), or shall result in the imposition impose on any Credit Party such Lender or such Issuing Bank or the London interbank market of any other condition affecting this Agreement, such Credit Party’s Commitment Agreement or any Eurocurrency Eurodollar Loan or Fixed Rate CD Loan made by such Credit Party Lender or any Letter of CreditCredit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Credit Party Lender or Issuing Bank of making or maintaining any Eurocurrency Eurodollar Loan or Fixed Rate CD Loan or increase the cost to any Lender of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Credit Party Lender or such Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Credit Party Lender or such Issuing Bank to be material, then the Borrower shall pay to such Lender or such Issuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Credit Party Lender or such Issuing Bank, as the case may be, for such additional costs incurred or reduction will be paid by the Borrowers to such Credit Party upon demand. Notwithstanding the foregoing, no Credit Party shall be entitled to request compensation under this paragraph, (A) with respect to any Competitive Loan made by such Credit Party if the Change in Law giving rise to such request was applicable to such Credit Party at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made or issued, or (B) with respect to any Change in Law in respect of costs imposed on such Lender or Issuing Bank under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or Basel III (x) if the applicable Change in Law and the resulting costs shall have become fully effective without the need for any further legislative or regulatory action, and such increased costs shall have been determined by such Credit Party, in each case prior to July 20, 2011, or (y) if it shall not be the general policy or practice of such Credit Party to seek compensation in similar circumstances under similar provisions in comparable credit facilities, as determined in good faith by such Credit Partysuffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any Regulatory Change or change in any Law (i) shall result subject the Administrative Agent or a Bank to any Taxes (other than (w) Indemnified Taxes, (x) Taxes described in the impositionclauses (c) and (e) of Excluded Taxes, modification (y) Other Taxes and (z) Other Connection Taxes imposed on or applicability measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, (ii) shall impose, modify, or deem applicable any reserve, special deposit deposit, compulsory loan, insurance charge or similar requirement with respect to any Eurodollar Loan against assets of, deposits with or for the account of of, or credit extended by any Credit Partyby, or shall result in the imposition on any Credit Party or the London interbank market of any other condition affecting such Bank under this Agreement, or (iii) with respect to any Eurodollar Loan, shall impose on such Credit Party’s Commitment Bank or the Eurodollar Interbank Market any other condition, cost or expense affecting this Agreement or any Eurocurrency Loan or Fixed Rate Eurodollar Loan made by such Credit Party or any Letter of CreditBank, and the result of any of the foregoing shall be to materially increase the actual cost to such Credit Party Bank (or such Administrative Agent in the case of making (i)) of maintaining its Additional Commitment or of making, converting to, continuing or maintaining any Eurocurrency Eurodollar Loan or Fixed Rate Loan or of issuing or maintaining any Letter of Credit or to materially reduce the amount of any sum received or receivable by such Credit Party Bank (or such Administrative Agent in the case of (i)) hereunder (whether of principal, interest interest, or otherwise) by an amount deemed in respect thereof, then the Company shall pay to the Administrative Agent for the account of such Bank (or such Administrative Agent in the case of (i)), within ten days following delivery to the Company of the certificate specified in paragraph (c) below by such Credit Party to be materialBank (or such Administrative Agent in the case of (i)), then such additional amount or amounts as will compensate reimburse such Credit Party Bank (or such Administrative Agent in the case of (i)) for such additional costs increase or reduction will be paid by the Borrowers to such Credit Party upon demand. Notwithstanding Bank (or such Administrative Agent in the foregoing, no Credit Party shall be entitled case of (i)) to request compensation under the extent reasonably allocable to this paragraph, (A) with respect to any Competitive Loan made by such Credit Party if the Change in Law giving rise to such request was applicable to such Credit Party at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made or issued, or (B) with respect to any Change in Law in respect of costs imposed on such Lender or Issuing Bank under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or Basel III (x) if the applicable Change in Law and the resulting costs shall have become fully effective without the need for any further legislative or regulatory action, and such increased costs shall have been determined by such Credit Party, in each case prior to July 20, 2011, or (y) if it shall not be the general policy or practice of such Credit Party to seek compensation in similar circumstances under similar provisions in comparable credit facilities, as determined in good faith by such Credit PartyAgreement.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any Change change in Law shall result applicable law or regulation or in the impositioninterpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender or any Issuing Bank in respect of any Letter of Credit or of the principal of or interest on any Eurodollar Loan made by such Lender or any Fees or other amounts payable hereunder (other than changes in respect of (i) taxes imposed on the overall net income of such Lender or such Issuing Bank by the jurisdiction in which such Lender or such Issuing Bank has its principal office or by any political subdivision or taxing authority therein and (ii) any Taxes described in Section 2.18), modification or applicability of shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, or deposits with or for the account of or credit extended by or, in the case of the Letters of Credit, participated in by such Lender (except any Credit Party, such reserve requirement which is reflected in the Adjusted LIBO Rate) or such Issuing Bank or shall result in the imposition impose on any Credit Party such Lender or such Issuing Bank or the London interbank eurodollar market of any other condition affecting this Agreement, such any Letter of Credit Party’s (or any participation with respect thereto), the Letter of Credit Exposure, the Letter of Credit Commitment or any Eurocurrency Loan or Fixed Rate Loan Eurodollar Loans made by such Credit Party or any Letter of CreditLender, and the result of any of the foregoing shall be to increase the cost to such Credit Party Lender or such Issuing Bank of making or maintaining any Eurocurrency Loan or Fixed Rate Loan or of issuing or maintaining any the Letter of Credit Exposure, the Letter of Credit Commitment or any Eurodollar Loan (or, in the case of such Issuing Bank, of making any payment or maintaining the Letter of Credit Commitment) or to reduce the amount of any sum received or receivable by such Credit Party Lender or such Issuing Bank hereunder or under the Notes (whether of principal, interest or otherwise) by an amount deemed by such Credit Party Lender or such Issuing Bank to be material, then the Company will pay to such Lender or such Issuing Bank upon demand such additional amount or amounts as will compensate such Credit Party Lender or such Issuing Bank for such additional costs incurred or reduction will be paid by the Borrowers to such Credit Party upon demand. Notwithstanding the foregoing, no Credit Party shall be entitled to request compensation under this paragraph, (A) with respect to any Competitive Loan made by such Credit Party if the Change in Law giving rise to such request was applicable to such Credit Party at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made or issued, or (B) with respect to any Change in Law in respect of costs imposed on such Lender or Issuing Bank under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or Basel III (x) if the applicable Change in Law and the resulting costs shall have become fully effective without the need for any further legislative or regulatory action, and such increased costs shall have been determined by such Credit Party, in each case prior to July 20, 2011, or (y) if it shall not be the general policy or practice of such Credit Party to seek compensation in similar circumstances under similar provisions in comparable credit facilities, as determined in good faith by such Credit Partysuffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if If after the date of this Agreement any Change in Law shall result (or as provided in the impositionlast sentence of this Section 2.08(a)) any adoption, modification issuance or applicability change in applicable law, rule or regulation, guideline, request or directive 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 but with respect to which similarly situated banks generally comply) (i) shall impose on any Bank any Taxes (other than Indemnified Taxes and Excluded Taxes) on its loans, loan principal, letters of credit, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, (ii) shall impose, modify or deem applicable any reserve, special deposit deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of of, or credit extended by by, any Credit Party, Bank or (iii) shall result in the imposition impose on any Credit Party or the London interbank market of Bank any other cost or condition (other than Taxes), however denominated, affecting this Agreement, such Credit Party’s Commitment Agreement or any Eurocurrency Loan or Fixed Rate Term Loan made by such Credit Party Bank or any Letter participations therein (any change referred to in any of Creditthe preceding clauses (i), (ii), or (iii) being called an “Increased Cost Change”), and the result of any of the foregoing shall be to increase the cost to such Credit Party Bank of making or maintaining any Eurocurrency Term Loan or Fixed Rate Loan or of issuing (or maintaining any Letter of Credit a Term Loan Commitment) or to reduce the amount of any sum received or receivable by such Credit Party Bank hereunder (whether of principal, interest or otherwise) in respect thereof by an amount deemed in good faith by such Credit Party Bank to be material, then then, subject to Section 2.08(d), such additional amount or amounts as will compensate such Credit Party Bank for such additional costs increase or reduction will be paid by the Borrowers Company to such Credit Party upon demandBank as provided in Section 2.08(c). Notwithstanding the foregoing, no Credit Party Any such amount determined pursuant to this Section 2.08(a) shall be entitled computed on the basis of the net effect of any Increased Cost Changes incurred by such Bank from time to request compensation under time after the Effective Date. For all purposes of this paragraphSection 2.08, (Ax) with respect to any Competitive Loan made by such Credit Party if the Change in Law giving rise to such request was applicable to such Credit Party at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made or issued, or (B) with respect to any Change in Law in respect of costs imposed on such Lender or Issuing Bank under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel III Committee on Banking Regulations and Supervisory Practices (xor any successor similar authority) if or the applicable Change in Law and the resulting costs shall have become fully effective without the need for any further legislative United States or foreign financial regulatory action, and such increased costs shall have been determined by such Credit Partyauthorities, in each case prior pursuant to July 20Basel III, 2011shall in each case, if they shall have any of the effects referred to in clauses (i), (ii) or (yiii) if it shall not of this Section 2.08(a), be deemed to be an “Increased Cost Change”, whether enacted, adopted, promulgated or issued before or after the general policy or practice date of such Credit Party to seek compensation in similar circumstances under similar provisions in comparable credit facilities, as determined in good faith by such Credit Partythis Agreement.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if If after the date of this Agreement any Change in Law shall result (or as provided in the impositionlast sentence of this Section 2.08(a)) any adoption, modification issuance or applicability change in applicable law, rule or regulation, guideline, request or directive 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 but with respect to which similarly situated banks generally comply) (i) shall impose on any Bank or any Issuing Bank any Taxes (other than Indemnified Taxes and Excluded Taxes) on its loans, loan principal, letters of credit, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, (ii) shall impose, modify or deem applicable any reserve, special deposit deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of of, or credit extended by by, any Credit Party, Bank or any Issuing Bank or (iii) shall result in the imposition impose on any Credit Party Bank or any Issuing Bank or on the London interbank market of any other cost or condition (other than Taxes), however denominated, affecting this Agreement, such Credit Party’s Commitment Agreement or any Eurocurrency Loan or Fixed Rate Loan made by such Credit Party Bank or any Letter of CreditCredit issued by such Issuing Bank or any participations therein (any change referred to in any of the preceding clauses (i), (ii), or (iii) being called an “Increased Cost Change”), and the result of any of the foregoing shall be to increase the cost to such Credit Party Bank or Issuing Bank of making or maintaining any Eurocurrency Loan (or Fixed Rate Loan maintaining a Revolving Credit Commitment) or of issuing or maintaining any Letter of Credit (or maintaining its obligation to issue Letters of Credit) or to reduce the amount of any sum received or receivable by such Credit Party Bank or Issuing Bank hereunder (whether of principal, interest or otherwise) in respect thereof by an amount deemed in good faith by such Credit Party Bank or Issuing Bank to be material, then then, subject to Section 2.08(d) hereof, such additional amount or amounts as will compensate such Credit Party Bank or Issuing Bank for such additional costs increase or reduction will be paid by the Borrowers Company to such Credit Party upon demand. Notwithstanding the foregoing, no Credit Party shall be entitled to request compensation under this paragraph, (A) with respect to any Competitive Loan made by such Credit Party if the Change in Law giving rise to such request was applicable to such Credit Party at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made or issued, or (B) with respect to any Change in Law in respect of costs imposed on such Lender Bank or Issuing Bank under as provided in Section 2.08(c) hereof. Any such amount determined pursuant to this Section 2.08(a) shall be computed on the basis of the net effect of any Increased Cost Changes incurred by such Bank or Issuing Bank from time to time after the Effective Date of this Agreement. For all purposes of this Section 2.08, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel III Committee on Banking Regulations and Supervisory Practices (xor any successor similar authority) if or the applicable Change in Law and the resulting costs shall have become fully effective without the need for any further legislative United States or foreign financial regulatory action, and such increased costs shall have been determined by such Credit Partyauthorities, in each case prior pursuant to July 20Basel III, 2011shall in each case, if they shall have any of the effects referred to in clauses (i), (ii) or (yiii) if it shall not of this Section 2.08(a), be deemed to be an “Increased Cost Change”, whether enacted, adopted, promulgated or issued before or after the general policy or practice date of such Credit Party to seek compensation in similar circumstances under similar provisions in comparable credit facilities, as determined in good faith by such Credit Partythis Agreement.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding a)Notwithstanding any other provision herein, if after the date of this Agreement hereof any Change change in Law shall result applicable law or regulations or in the impositioninterpretation or administration thereof (including, modification without limitation, any request, guideline or applicability policy not having the force of law) by any Governmental Authority charged with the administration or interpretation thereof shall occur which shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including a tax) against any assets ofheld by, deposits with or for the account of or credit extended by such Bank (including any Credit Party, reserve requirement that may be applicable to "eurocurrency liabilities" under and as defined in Regulation D) or shall result in the imposition on any Credit Party impose upon such Bank or the London interbank market of any other condition affecting with respect to this Agreement, such Credit Party’s Commitment Agreement or any Eurocurrency Loan the Eurodollar Loans or Fixed Rate Loan Loans made by such Credit Party or any Letter of Credit, Bank and the result of any of the foregoing shall be to increase the cost to such Credit Party Bank of making or maintaining any Eurocurrency Eurodollar Loan or Fixed Rate Loan or of issuing or maintaining any Letter of Credit hereunder or to reduce the amount of any sum received or receivable by such Credit Party hereunder payment (whether of principal, interest or otherwise) by an amount deemed by such Credit Party Bank to be material, then and in each such additional amount or case the Company shall pay to such Bank, as provided in paragraph (c) below, such amounts as will shall be necessary to compensate such Credit Party Bank for such additional cost, reduction or payment; provided, however, that the Company may, at its option and upon written notice to the Administrative Agent and the Banks, either (i) elect to convert such Loan of such Bank into an ABR Loan upon the payment by the Company of the increased costs described above incurred prior to such conversion and any amount owing in respect of Section 2.14 hereof, it being understood that (A) for purposes of Section 2.11, such ABR Loan shall be subject to prepayment only at such times and on such conditions as the Loan from which it was converted and (B) upon such increased costs being eliminated, or reduction reduced by an amount deemed sufficient by the Company, such ABR Loan will be paid by converted into a Loan of the Borrowers same Type as the Loan previously converted into such ABR Loan having an Interest Period expiring on the same date as the Loan previously converted into such ABR Loan or (ii) with the prior consent of the Required Banks, elect to convert all (but not less than all) Loans of all Banks of the same Type and Interest Period as the Loan subject to such Credit Party change into Loans of a different Type upon demandthe payment of all amounts that are due under this Section 2.12(a) and 35 Section 2.14. Notwithstanding the foregoing, no Credit Party Bank shall be entitled to request compensation under this paragraph, (A) paragraph with respect to any Competitive Loan made by such Credit Party if it shall have been aware of the Change in Law change giving rise to such request was applicable to such Credit Party at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made or issued, or (B) with respect to any Change in Law in respect of costs imposed on such Lender or Issuing Bank under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or Basel III (x) if the applicable Change in Law and the resulting costs shall have become fully effective without the need for any further legislative or regulatory action, and such increased costs shall have been determined by such Credit Party, in each case prior to July 20, 2011, or (y) if it shall not be the general policy or practice of such Credit Party to seek compensation in similar circumstances under similar provisions in comparable credit facilities, as determined in good faith by such Credit Partymade.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if If after the date of this Agreement any Change change in Law shall result applicable law or regulation or in the impositioninterpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law but with respect to which similarly situated banks generally comply) (any such change, modification an "INCREASED COST CHANGE") (i) shall change the basis of taxation of payments to any Bank of the principal of or applicability interest on any Eurodollar Loan, Term Federal Funds Loan, Certificate of Deposit Loan or Fixed Rate Loan made by such Bank or any amounts due to the Issuing Bank in connection with any LC Disbursement or any other fees or amounts payable hereunder (other than (x) taxes imposed on the overall net income of such Bank or the Issuing Bank by the jurisdiction in which such Bank or the Issuing Bank has its principal or lending office or by any political subdivision or taxing authority therein (or any tax which is enacted or adopted by such jurisdiction, political subdivision or taxing authority as a direct substitute for any such taxes) or (y) any tax, assessment, or other governmental charge that would not have been imposed but for the failure of any Bank or the Issuing Bank to comply with any certification, information, documentation, or other reporting requirement), or (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 Bank or the Issuing Bank (except any Credit Party, or shall result such requirement reflected in the imposition on any Credit Party Base CD Rate or the Certificate of Deposit Rate) or (iii) shall impose on such Bank or the Issuing Bank or on the London interbank Interbank Market, the Certificate of Deposit market of or the term Federal funds market any other condition affecting this Agreement, such Credit Party’s Commitment Agreement or any Eurocurrency Eurodollar Loan, Term Federal Funds Loan or Fixed Rate Certificate of Deposit Loan made by such Credit Party Bank or any Letter of CreditCredit issued by the Issuing Bank, and the result of any of the foregoing shall be to increase the cost to such Credit Party Bank or the Issuing Bank of making or maintaining any Eurocurrency Eurodollar Loan, Term Federal Funds Loan or Fixed Rate Certificate of Deposit Loan or of issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Credit Party Bank or the Issuing Bank hereunder (whether of principal, interest or otherwise) in respect thereof by an amount deemed in good faith by such Credit Party Bank or the Issuing Bank to be material, then then, subject to Section 2.08(d) hereof, such additional amount or amounts as will compensate such Credit Party Bank or the Issuing Bank for such additional costs increase or reduction will be paid by the Borrowers Company to such Credit Party upon demandBank or the Issuing Bank as provided in Section 2.08(c) hereof. Notwithstanding the foregoing, no Credit Party Any such amount determined pursuant to this Section 2.08(a) shall be entitled to request compensation under this paragraph, (A) with respect to computed on the basis of the net effect of any Competitive Loan made Increased Cost Changes incurred by such Credit Party if Bank or the Change in Law giving rise to such request was applicable to such Credit Party at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made or issued, or (B) with respect to any Change in Law in respect of costs imposed on such Lender or Issuing Bank under from time to time after the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or Basel III (x) if the applicable Change in Law and the resulting costs shall have become fully effective without the need for any further legislative or regulatory action, and such increased costs shall have been determined by such Credit Party, in each case prior to July 20, 2011, or (y) if it shall not be the general policy or practice Effective Date of such Credit Party to seek compensation in similar circumstances under similar provisions in comparable credit facilities, as determined in good faith by such Credit Partythis Agreement.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any Regulatory Change or change in any Law (i) shall result subject the Administrative Agent or a Bank to any Taxes (other than (w) Indemnified Taxes, (x) Taxes described in the impositionclauses (c) and (e) of Excluded Taxes, modification (y) Other Taxes and (z) Other Connection Taxes imposed on or applicability measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, (ii) shall impose, modify, or deem applicable any reserve, special deposit deposit, compulsory loan, insurance charge or similar requirement with respect to any Eurodollar Loan against assets of, deposits with or for the account of of, or credit extended by any Credit Partyby, or shall result in the imposition on any Credit Party or the London interbank market of any other condition affecting such Bank under this Agreement, or (iii) with respect to any Eurodollar Loan, shall impose on such Credit Party’s Commitment Bank or the Eurodollar Interbank Market any other condition, cost or expense affecting this Agreement or any Eurocurrency Loan or Fixed Rate Eurodollar Loan made by such Credit Party or any Letter of CreditBank, and the result of any of the foregoing shall be to materially increase the actual cost to such Credit Party Bank (or such Administrative Agent in the case of making (i)) of maintaining its Commitment or of making, converting to, continuing or maintaining any Eurocurrency Eurodollar Loan or Fixed Rate Loan or of issuing or maintaining any Letter of Credit or to materially reduce the amount of any sum received or receivable by such Credit Party Bank (or such Administrative Agent in the case of (i)) hereunder (whether of principal, interest interest, or otherwise) by an amount deemed in respect thereof, then the Company shall pay to the Administrative Agent for the account of such Bank (or such Administrative Agent in the case of (i)), within ten days following delivery to the Company of the certificate specified in paragraph (c) below by such Credit Party to be materialBank (or such Administrative Agent in the case of (i)), then such additional amount or amounts as will compensate reimburse such Credit Party Bank (or such Administrative Agent in the case of (i)) for such additional costs increase or reduction will be paid by the Borrowers to such Credit Party upon demand. Notwithstanding Bank (or such Administrative Agent in the foregoing, no Credit Party shall be entitled case of (i)) to request compensation under the extent reasonably allocable to this paragraph, (A) with respect to any Competitive Loan made by such Credit Party if the Change in Law giving rise to such request was applicable to such Credit Party at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made or issued, or (B) with respect to any Change in Law in respect of costs imposed on such Lender or Issuing Bank under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or Basel III (x) if the applicable Change in Law and the resulting costs shall have become fully effective without the need for any further legislative or regulatory action, and such increased costs shall have been determined by such Credit Party, in each case prior to July 20, 2011, or (y) if it shall not be the general policy or practice of such Credit Party to seek compensation in similar circumstances under similar provisions in comparable credit facilities, as determined in good faith by such Credit PartyAgreement.

Reserve Requirements; Change in Circumstances. (ac) Notwithstanding any other provision hereinherein (but subject to paragraph (d) below and Section 2.20), if after the date of this Agreement any Change Lender or Fronting Bank becomes a Lender or Fronting Bank hereunder any change in Law shall result applicable law or regulation or in the impositioninterpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender or any Fronting Bank, modification as applicable, of the principal of or applicability interest on any LIBOR Loan made by such Lender or any Letter of Credit or participation therein or any fees or other amounts payable hereunder (other than changes in respect of Taxes referred to in clause (a) or (b) of the definition of Excluded Taxes) or by any political subdivision or taxing authority therein), or 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 any Credit Party, such Lender or Fronting Bank or shall result in the imposition impose on any Credit Party such Lender, such Fronting Bank or the London interbank market of any other condition affecting this Agreement, such Credit Party’s Commitment Agreement or any Eurocurrency Loan or Fixed Rate Loan LIBOR Loans made by such Credit Party Lender or any Letter of CreditCredit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Credit Party Lender of making or maintaining any Eurocurrency such Loan or Fixed Rate Loan to increase the cost to such Lender or such Fronting Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Credit Party Lender or such Fronting Bank hereunder (whether of principal, interest or otherwise) in respect thereof by an amount deemed by such Credit Party Lender to be material, then the Borrowers will pay to such Lender or such Fronting Bank, as the case may be, such additional amount or amounts as will compensate such Credit Party Lender or such Fronting Bank for such additional costs incurred or reduction will be paid by the Borrowers to such Credit Party upon demand. Notwithstanding the foregoing, no Credit Party shall be entitled to request compensation under this paragraph, (A) with respect to any Competitive Loan made by such Credit Party if the Change in Law giving rise to such request was applicable to such Credit Party at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made or issued, or (B) with respect to any Change in Law in respect of costs imposed on such Lender or Issuing Bank under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or Basel III (x) if the applicable Change in Law and the resulting costs shall have become fully effective without the need for any further legislative or regulatory action, and such increased costs shall have been determined by such Credit Party, in each case prior to July 20, 2011, or (y) if it shall not be the general policy or practice of such Credit Party to seek compensation in similar circumstances under similar provisions in comparable credit facilities, as determined in good faith by such Credit Partysuffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any Regulatory Change (i) shall change the basis of taxation of payments to any Lender of the principal of or interest on any Eurodollar Loan made by such Lender or any other fees or amounts payable hereunder (other than (x) Taxes imposed on or measured by the capital, receipts or franchises of such Lender or the overall gross or net income of such Lender by the jurisdiction in Law which such Lender has its principal office or by any political subdivision or taxing authority therein (or any Tax which is enacted or adopted by such jurisdiction, political subdivision, or taxing authority as a direct substitute for any such Taxes) or (y) any Tax, assessment, or other governmental charge that would not have been imposed but for the failure of any Lender to comply with any certification, information, documentation, or other reporting requirement), (ii) shall result in the impositionimpose, modification modify, or applicability of deem applicable any reserve, special deposit deposit, or similar requirement with respect to any Eurodollar Loan or any Letter of Credit (or participating interest therein), against assets of, deposits with or for the account of of, or credit extended by any Credit Partyby, such Lender under this Agreement, or (iii) with respect to any Eurodollar Loan, shall result in the imposition impose on any Credit Party such Lender or the London interbank market of any other condition affecting this Agreement, such Credit Party’s Commitment Agreement or any Eurocurrency Loan or Fixed Rate Eurodollar Loan made by such Credit Party or any Letter of CreditLender, and the result of any of the foregoing shall be to increase the cost to such Credit Party Lender of maintaining its Commitment or of making or maintaining any Eurocurrency Eurodollar Loan or Fixed Rate Loan or of issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Credit Party Lender hereunder (whether of principal, interest interest, or otherwise) in respect thereof by an amount deemed in good faith by such Credit Party Lender to be material, then the Borrower shall pay to the Administrative Agent for the account of such Lender such additional amount or amounts as will compensate ompensate such Credit Party Lender for such additional costs increase or reduction will be paid by the Borrowers to such Credit Party Lender, to the extent such amounts have not been included in the calculation of the Eurodollar Rate, upon demand. Notwithstanding the foregoing, no Credit Party shall be entitled to request compensation under this paragraph, (A) with respect to any Competitive Loan made demand by such Credit Party if Lender (through the Change in Law giving rise to such request was applicable to such Credit Party at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made or issued, or (B) with respect to any Change in Law in respect of costs imposed on such Lender or Issuing Bank under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or Basel III (x) if the applicable Change in Law and the resulting costs shall have become fully effective without the need for any further legislative or regulatory action, and such increased costs shall have been determined by such Credit Party, in each case prior to July 20, 2011, or (y) if it shall not be the general policy or practice of such Credit Party to seek compensation in similar circumstances under similar provisions in comparable credit facilities, as determined in good faith by such Credit PartyAdministrative Agent).

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement Original Effective Date any Change change in Law shall result applicable law or regulation (including (i) any change in the impositionreserve percentages provided for in Regulation D, modification (ii) all requests, rules, guidelines, requirements and directives concerning capital adequacy or applicability 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 (collectively, “Basel III”), and (iii) 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 (collectively, “Xxxx-Xxxxx”)) or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof shall change the basis of taxation of payments to any Lender of the principal of or interest on any Eurocurrency Loan or Absolute Rate Loan made by such Lender (other than changes in respect of taxes imposed on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office (or in which it holds any Eurocurrency Loan or Absolute Rate Loan) or by any political subdivision or taxing authority therein and other than taxes that would not have been imposed but for the failure of such Lender to comply with applicable certification, information, documentation or other reporting requirements), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, of or deposits with or for the account of or credit extended by any Credit Partysuch Lender, or shall result in the imposition impose on any Credit Party such Lender or the London interbank market of any other condition affecting this Agreement, such Credit Party’s Commitment Agreement or any Eurocurrency Loan or Fixed Absolute Rate Loan made by such Credit Party or any Letter of CreditLender, and the result of any of the foregoing shall be to increase the cost to such Credit Party Lender of making or maintaining any Eurocurrency Loan or Fixed Absolute Rate Loan or of issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Credit Party Lender hereunder (whether of principal, interest or otherwise) in respect of any Eurocurrency Loan or Absolute Rate Loan by an amount deemed by such Credit Party Lender to be material, then the relevant Borrower agrees to pay to such Lender as provided in paragraph (c) below such additional amount or amounts as will compensate such Credit Party Lender for such additional costs incurred or reduction will be paid by the Borrowers to such Credit Party upon demandsuffered. Notwithstanding the foregoing, no Credit Party Lender shall be entitled to request compensation under this paragraph, (A) paragraph with respect to any Competitive Loan made by such Credit Party if the Change in Law change giving rise to such request was applicable to such Credit Party at the time of submission of shall, or in good faith should, have been taken into account in formulating the Competitive Bid pursuant to which such Competitive Loan was made or issued, or (B) with respect to any Change in Law in respect of costs imposed on such Lender or Issuing Bank under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or Basel III (x) if the applicable Change in Law and the resulting costs shall have become fully effective without the need for any further legislative or regulatory action, and such increased costs shall have been determined by such Credit Party, in each case prior to July 20, 2011, or (y) if it shall not be the general policy or practice of such Credit Party to seek compensation in similar circumstances under similar provisions in comparable credit facilities, as determined in good faith by such Credit Partymade.

Reserve Requirements; Change in Circumstances. (a) (a) Notwithstanding any other provision herein, if after the date of this Agreement any Regulatory Change or change in any Law (i) shall result subject the Paying Agent, a Bank or an Issuing Bank to any Taxes (other than (w) Indemnified Taxes, (x) Taxes described in the impositionclauses (a), modification (b), (c) and (e) of Excluded Taxes, (y) Other Taxes and (z) Other Connection Taxes on gross or applicability net income, profits or revenue (including value-added or similar Taxes)) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, (ii) shall impose, modify, or deem applicable any reserve, special deposit deposit, compulsory loan, insurance charge or similar requirement with respect to any Eurodollar Loan against assets of, deposits with or for the account of of, or credit extended by by, such Bank under this Agreement (without duplication of any Credit Partyamounts paid pursuant to Section 2.8(c)), or (iii) with respect to any Eurodollar Loan, shall result in the imposition impose on any Credit Party such Bank or the London interbank market of Eurodollar Interbank Market any other condition condition, cost or expense affecting this Agreement, such Credit Party’s Commitment Agreement or any Eurocurrency Loan or Fixed Rate Eurodollar Loan made by such Credit Party or any Letter of CreditBank, and the result of any of the foregoing shall be to materially increase the actual cost to such Credit Party Bank (or such Paying Agent or Issuing Bank in the case of making (i)) of maintaining its Commitment or of making, converting to, continuing or maintaining any Eurocurrency Eurodollar Loan or Fixed Rate Loan or of issuing or maintaining any Letter of Credit or to materially reduce the amount of any sum received or receivable by such Credit Party Bank (or such Paying Agent or Issuing Bank in the case of (i)) hereunder (whether of principal, interest interest, or otherwise) by an amount deemed in respect thereof, then the Company shall pay to the Paying Agent for the account of such Bank (or such Paying Agent or Issuing Bank in the case of (i)), within ten days following delivery to the Company of the certificate specified in paragraph (c) below by such Credit Party to be materialBank (or such Paying Agent or Issuing Bank in the case of (i)), then such additional amount or amounts as will compensate reimburse such Credit Party for Bank (or such additional costs or reduction will be paid by the Borrowers to such Credit Party upon demand. Notwithstanding the foregoing, no Credit Party shall be entitled to request compensation under this paragraph, (A) with respect to any Competitive Loan made by such Credit Party if the Change in Law giving rise to such request was applicable to such Credit Party at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made or issued, or (B) with respect to any Change in Law in respect of costs imposed on such Lender Paying Agent or Issuing Bank under in the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act case of (i)) for such increase or Basel III reduction to such Bank (xor such Paying Agent or Issuing Bank in the case of (i)) if to the applicable Change in Law and the resulting costs shall have become fully effective without the need for any further legislative or regulatory action, and such increased costs shall have been determined by such Credit Party, in each case prior extent reasonably allocable to July 20, 2011, or (y) if it shall not be the general policy or practice of such Credit Party to seek compensation in similar circumstances under similar provisions in comparable credit facilities, as determined in good faith by such Credit Partythis Agreement.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if If after the date of this Agreement any Change change in Law shall result applicable law or regulation or in the impositioninterpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender or the Issuing Bank of the principal of or interest on any Eurodollar Loan made by such Lender or any fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income of such Lender or the Issuing Bank by the jurisdiction in which such Lender or the Issuing Bank has its principal office or by any political subdivision or taxing authority therein), modification or applicability of 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 the Issuing Bank (except any Credit Party, such reserve requirement which is reflected in the Adjusted LIBO Rate) or shall result in impose on such Lender or the imposition on any Credit Party Issuing Bank or the London interbank market of any other condition affecting this Agreement, such Credit Party’s Commitment Agreement or any Eurocurrency Loan or Fixed Rate Loan Eurodollar Loans made by such Credit Party Lender or any Letter of CreditCredit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Credit Party Lender or the Issuing Bank of making or maintaining any Eurocurrency Loan or Fixed Rate Eurodollar Loan or of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein, or to reduce the amount of any sum received or receivable by such Credit Party Lender or the Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Credit Party Lender or the Issuing Bank to be material, then the Borrower will pay to such Lender or the Issuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Credit Party Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction will be paid by the Borrowers to such Credit Party upon demand. Notwithstanding the foregoing, no Credit Party shall be entitled to request compensation under this paragraph, (A) with respect to any Competitive Loan made by such Credit Party if the Change in Law giving rise to such request was applicable to such Credit Party at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made or issued, or (B) with respect to any Change in Law in respect of costs imposed on such Lender or Issuing Bank under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or Basel III (x) if the applicable Change in Law and the resulting costs shall have become fully effective without the need for any further legislative or regulatory action, and such increased costs shall have been determined by such Credit Party, in each case prior to July 20, 2011, or (y) if it shall not be the general policy or practice of such Credit Party to seek compensation in similar circumstances under similar provisions in comparable credit facilities, as determined in good faith by such Credit Partysuffered.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any Change in Law (i) shall result subject any Bank (for purposes of this Section 2.16, the defined term "Bank" shall be deemed to include as applicable the Issuing Bank) to, or increase the net amount of, any tax, levy, impost, duty, charge, fee, deduction or withholding with respect to any LIBOR Loan, Fixed Rate Loan, or Letter of Credit, or shall change the basis of taxation of payments to any Bank of the principal of or interest on any LIBOR Loan, Fixed Rate Loan, or Letter of Credit made by such Bank or any other fees or amounts payable hereunder (other than (x) taxes imposed on the overall net income of such Bank by the jurisdiction in which such Bank has its principal office or by any political subdivision or taxing authority therein (or any tax which is enacted or adopted by such jurisdiction, political subdivision or taxing authority as a direct substitute for any such taxes) or (y) any tax, assessment, or other governmental charge that would not have been imposed but for the impositionfailure of any Bank to comply with any certification, modification information, documentation or applicability of other reporting requirement), (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (other than requirements as to which the Borrower is obligated to make payments pursuant to Section 2.15) against assets of, deposits with or for the account of of, or credit extended by any Credit Partyby, such Bank, or (iii) shall result in the imposition impose on any Credit Party such Bank or the London interbank market of any other condition affecting this Agreement, such Credit Party’s Commitment Agreement or any Eurocurrency Loan or LIBOR Loan, Fixed Rate Loan Loan, or Letter of Credit made by such Credit Party or any Letter of CreditBank, and the result of any of the foregoing shall be to increase the cost to such Credit Party Bank of issuing, participating in, making or maintaining any Eurocurrency Loan or LIBOR Loan, Fixed Rate Loan Loan, or of issuing or maintaining any Letter of Credit Credit, as the case may be, or to reduce the amount of any sum received or receivable by such Credit Party Bank hereunder (whether of principal, interest or otherwise) in respect thereof by an amount deemed in good faith by such Credit Party Bank to be material, then the Borrower shall pay such additional amount or amounts as will compensate such Credit Party Bank for such additional costs increase or reduction will be paid by the Borrowers to such Credit Party Bank upon demand. Notwithstanding the foregoing, no Credit Party shall be entitled to request compensation under this paragraph, (A) with respect to any Competitive Loan made demand by such Credit Party if the Change in Law giving rise to such request was applicable to such Credit Party at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made or issued, or (B) with respect to any Change in Law in respect of costs imposed on such Lender or Issuing Bank under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or Basel III (x) if the applicable Change in Law and the resulting costs shall have become fully effective without the need for any further legislative or regulatory action, and such increased costs shall have been determined by such Credit Party, in each case prior to July 20, 2011, or (y) if it shall not be the general policy or practice of such Credit Party to seek compensation in similar circumstances under similar provisions in comparable credit facilities, as determined in good faith by such Credit PartyBank.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any Regulatory Change or change in any Law (i) shall result subject the Paying Agent, a Bank or an Issuing Bank to any Taxes (other than (w) Indemnified Taxes, (x) Taxes described in the impositionclauses (a), modification (b), (c) and (e) of Excluded Taxes, (y) Other Taxes and (z) Other Connection Taxes on gross or applicability net income, profits or revenue (including value-added or similar Taxes)) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, (ii) shall impose, modify, or deem applicable any reserve, special deposit deposit, compulsory loan, insurance charge or similar requirement with respect to any Eurodollar Loan against assets of, deposits with or for the account of of, or credit extended by by, such Bank under this Agreement (without duplication of any Credit Partyamounts paid pursuant to Section 2.8(c)), or (iii) with respect to any Eurodollar Loan, shall result in the imposition impose on any Credit Party such Bank or the London interbank market of Eurodollar Interbank Market any other condition condition, cost or expense affecting this Agreement, such Credit Party’s Commitment Agreement or any Eurocurrency Loan or Fixed Rate Eurodollar Loan made by such Credit Party or any Letter of CreditBank, and the result of any of the foregoing shall be to materially increase the actual cost to such Credit Party Bank (or such Paying Agent or Issuing Bank in the case of making (i)) of maintaining its Commitment or of making, converting to, continuing or maintaining any Eurocurrency Eurodollar Loan or Fixed Rate Loan or of issuing or maintaining any Letter of Credit or to materially reduce the amount of any sum received or receivable by such Credit Party Bank (or such Paying Agent or Issuing Bank in the case of (i)) hereunder (whether of principal, interest interest, or otherwise) by an amount deemed in respect thereof, then the Company shall pay to the Paying Agent for the account of such Bank (or such Paying Agent or Issuing Bank in the case of (i)), within ten days following delivery to the Company of the certificate specified in paragraph (c) below by such Credit Party to be materialBank (or such Paying Agent or Issuing Bank in the case of (i)), then such additional amount or amounts as will compensate reimburse such Credit Party for Bank (or such additional costs or reduction will be paid by the Borrowers to such Credit Party upon demand. Notwithstanding the foregoing, no Credit Party shall be entitled to request compensation under this paragraph, (A) with respect to any Competitive Loan made by such Credit Party if the Change in Law giving rise to such request was applicable to such Credit Party at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made or issued, or (B) with respect to any Change in Law in respect of costs imposed on such Lender Paying Agent or Issuing Bank under in the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act case of (i)) for such increase or Basel III reduction to such Bank (xor such Paying Agent or Issuing Bank in the case of (i)) if to the applicable Change in Law and the resulting costs shall have become fully effective without the need for any further legislative or regulatory action, and such increased costs shall have been determined by such Credit Party, in each case prior extent reasonably allocable to July 20, 2011, or (y) if it shall not be the general policy or practice of such Credit Party to seek compensation in similar circumstances under similar provisions in comparable credit facilities, as determined in good faith by such Credit Partythis Agreement.