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 (or in the case of any assignee of any Lender, the date of assignment) any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law), or any change in GAAP or regulatory accounting principles applicable to the Agent or any Lender, shall: (i) subject the Agent or any Lender (which shall for the purpose of this Section 2.10 include any assignee or lending office of the Agent or any Lender) to any charge, fee deduction or withholding of any kind or to any tax with respect to any amount paid or to be paid by either the Agent or any Lender with respect to any Eurodollar Loans made by a Lender to the Borrowers or with respect to the obligations of any Lender under Sections 2.17 through 2.20 hereof or under any Letter of Credit (other than (x) taxes imposed on the overall net income of the Agent or such Lender and (y) franchise taxes imposed on the Agent or such Lender, in either case by the jurisdiction in which such Lender or the Agent has its principal office or its lending office with respect to such Eurodollar Loan or any political subdivision or taxing authority of either thereof); (ii) change the basis of taxation of payments to any Lender or the Agent of the principal of or interest on any Eurodollar Loan or any other fees or amounts payable with respect to any Letter of Credit or otherwise hereunder (other than taxes imposed on the overall net income of such Lender or the Agent by the jurisdiction in which such Lender or the Agent has its principal office or by any political subdivision or taxing authority therein); (iii) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or loans or loan commitments extended by, or Letters of Credit issued and maintained by, such Lender; or (iv) impose on any Lender or, with respect to Eurodollar Loans, the London interbank market, any other condition affecting this Agreement, Letters of Credit issued and maintained by or Eurodollar Loans made by such Lender; and the result of any of the foregoing shall be to increase the cost to any such Lender of making or maintaining any Eurodollar Loan or Letter of Credit, or to reduce the amount of any payment (whether of principal, interest, fee, compensation or otherwise) receivable by such Lender or to require such Lender to make any payment in respect of any Eurodollar Loan or Letter of Credit, then the Borrowers shall pay to such Lender or the Agent, as the case may be, upon such Lender's or the Agent's demand, such additional amount or amounts as will compensate such Lender or the Agent for such additional costs or reduction. The Agent and each Lender agree to give notice to the Borrowers of any such change in law, regulation, interpretation or administration with reasonable promptness after 42 becoming actually aware thereof and of the applicability thereof to the Transactions. Notwithstanding anything contained herein to the contrary, nothing in clause (i) or (ii) of this Section 2.10(a) shall be deemed to (x) permit the Agent or any Lender to recover any amount thereunder which would not be recoverable under Section 2.15 hereof or (y) require the Borrowers to make any payment of any amount to the extent that such payment would duplicate any payment made by the Borrowers pursuant to Section 2.15 hereof.

Reserve Requirements; Change in Circumstances. (a) --------------------------------------------- Notwithstanding any other provision herein, if after the date of this Agreement (or in the case of any assignee of any Lender, the date of assignment) any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law), or any change in GAAP or regulatory accounting principles applicable to the Agent or any Lender, shall: ) shall (i) subject the Agent or any Lender Bank (which shall for the purpose of this Section 2.10 2.12 include any assignee or lending office of the Agent or any Lendersuch Bank) to any charge, fee deduction or withholding of any kind or to any tax with respect to any amount paid or to be paid by either the Agent or any Lender Bank with respect to any Eurodollar Loans made by a Lender Bank to the Borrowers or with respect to the obligations of any Lender under Sections 2.17 through 2.20 hereof or under any Letter of Credit Borrower (other than (x) taxes imposed on the overall net income or gross receipts of the such Agent or such Lender Bank and (y) franchise taxes imposed on the Agent or such Lender, Bank; in either case by the jurisdiction in which such Lender or the Agent Bank has its principal office or its lending office with respect to such Eurodollar Loan or any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in which the Agent or such Bank would not be subject to tax but for the execution and performance of either thereofthis Agreement); (ii) change the basis of taxation of payments to any Lender or the Agent or any Bank of the principal of or interest on any Eurodollar Loan made by such Bank or any other fees or other amounts payable with respect to any Letter of Credit or otherwise hereunder (other than franchise taxes or taxes imposed on the overall net income or gross receipts of such Lender or the Agent or such Bank by the jurisdiction in which such Lender or the Agent or such Bank has its principal office or by any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in which the Agent or such Bank would not be subject to tax but for the execution and performance of this Agreement); (iii) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, of or loans or loan commitments extended by, or Letters of Credit issued and maintained by, by such Lender; Bank (except any such reserve requirement which is reflected in the Adjusted LIBOR Rate) or (iv) impose on any Lender or, with respect to Eurodollar Loans, such Bank or the London interbank market, market any other condition affecting this Agreement, Letters of Credit issued and maintained by Agreement or the Eurodollar Loans or other Loans made by such Lender; Bank, and the result of any of the foregoing shall be to increase the cost to any such Lender Bank of making or maintaining any Eurodollar Loan or Letter of Credit, or to reduce the amount of any payment (whether of principal, interest, fee, compensation interest or otherwise) received or receivable by the Agent or such Lender Bank hereunder or under the Notes (whether of principal, interest or otherwise) or to require the Agent or such Lender Bank to make any payment in respect of any Eurodollar Loan or Letter of CreditLoan, then the Borrowers Borrower shall pay to the Agent or such Lender or the AgentBank, as the case may be, upon such Lender's or the Agent's demand, such additional amount or amounts as will compensate such Lender or the Agent or such Bank for such additional costs or reduction. The Agent and each Lender agree Borrower's obligation to give notice pay the amounts required to be paid pursuant to this Section 2.12 shall be limited, as to any Bank, to the Borrowers amounts under this Section 2.12 that such Bank received actual knowledge of any such change in law, regulation, interpretation or administration with reasonable promptness after 42 becoming actually aware thereof and of the applicability thereof no more than 120 days prior to the Transactionsdate on which the Borrower received an initial certificate from such Bank pursuant to paragraph (c) below unless the event giving rise to such demand is applied retroactively. Notwithstanding anything contained herein to the contrary, nothing in clause (i) or i)or (ii) of this Section 2.10(a2.12(a) shall be deemed to (x) permit the Agent or any Lender Bank to recover any amount thereunder which would not be recoverable under Section 2.15 hereof or (y) require the Borrowers Borrower to make any payment of any amount to the extent that such payment would duplicate any payment made by the Borrowers Borrower pursuant to Section 2.15 hereof. (b) If any Bank shall have determined that the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards," or the adoption or effectiveness after the date hereof of any law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or any lending office of such Bank) or any Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Bank's capital or on the capital of such Bank's holding company, if any, as a consequence of this Agreement, the Loans made by such Bank pursuant hereto or such Bank's Commitment hereunder by such Bank to a level below that which such Bank or such Bank's holding company could have achieved but for such adoption, change or compliance (taking into account such Bank's policies and the policies of such Bank's holding company with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank or such Bank's holding company for any such reduction suffered. (c) A certificate of each Bank setting forth such amount or amounts as shall be necessary to compensate such Bank or its holding company as specified in paragraph (a) or (b) above, as the case may be, shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay each Bank the amount shown as due on any such certificate delivered to it within ten (10) days after its receipt of the same. Any Bank receiving any such payment shall promptly make a refund thereof to the Borrower if the law, regulation, guideline or change in circumstances giving rise to such payment is subsequently deemed or held to be invalid or inapplicable, but such refund to the Borrower shall be limited to the amount received as a refund by the Bank (including interest, if any). (d) Failure on the part of any Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Bank's right to demand compensation with respect to such period or any other period. The protection of this Section shall be available to each Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed.

Reserve Requirements; Change in Circumstances. (a) --------------------------------------------- Notwithstanding any other provision herein, if after the date of this Agreement (or in the case of any assignee of any Lender, the date of assignment) any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law), or any change in GAAP or regulatory accounting principles applicable to the Agent or any Lender, shall: ) shall (i) subject the Agent or any Lender Bank (which shall for the purpose of this Section 2.10 2.15 include any assignee or lending office of the Agent or any Lendersuch Bank) to any charge, fee deduction or withholding of any kind or to any tax with respect to any amount paid or to be paid by either the Agent or any Lender Bank with respect to any Eurodollar Loans made by a Lender Bank to the Borrowers or with respect to the obligations of any Lender under Sections 2.17 through 2.20 hereof or under any Letter of Credit Borrower (other than (x) taxes imposed on the overall net income or gross receipts of the such Agent or such Lender Bank and (y) franchise taxes imposed on the Agent or such Lender, Bank; in either case by the jurisdiction in which such Lender or the Agent Bank has its principal office or its lending office with respect to such Eurodollar Loan or any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in which the Agent or such Bank would not be subject to tax but for the execution and performance of either thereofthis Agreement); (ii) change the basis of taxation of payments to any Lender or the Agent or any Bank of the principal of or interest on any Eurodollar Loan made by such Bank or any other fees or other amounts payable with respect to any Letter of Credit or otherwise hereunder (other than franchise taxes or taxes imposed on the overall net income or gross receipts of such Lender or the Agent or such Bank by the jurisdiction in which such Lender or the Agent or such Bank has its principal office or by any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in which the Agent or such Bank would not be subject to tax but for the execution and performance of this Agreement); (iii) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, of or loans or loan commitments extended by, or Letters of Credit issued and maintained by, by such Lender; Bank (except any such reserve requirement which is reflected in the Adjusted LIBOR Rate) or (iv) impose on any Lender or, with respect to Eurodollar Loans, such Bank or the London interbank market, market any other condition affecting this Agreement, Letters of Credit issued and maintained by Agreement or the Eurodollar Loans or other Loans made by such Lender; Bank, and the result of any of the foregoing shall be to increase the cost to any such Lender Bank of making or maintaining any Eurodollar Loan or Letter of Credit, or to reduce the amount of any payment (whether of principal, interest, fee, compensation interest or otherwise) received or receivable by the Agent or such Lender Bank hereunder or under the Notes (whether of principal, interest or otherwise) or to require the Agent or such Lender Bank to make any payment in respect of any Eurodollar Loan or Letter of CreditLoan, then the Borrowers Borrower shall pay to the Agent or such Lender or the AgentBank, as the case may be, upon such Lender's or the Agent's demand, such additional amount or amounts as will compensate such Lender or the Agent or such Bank for such additional costs or reduction. The Agent and each Lender agree Borrower's obligation to give notice pay the amounts required to be paid pursuant to this Section 2.15 shall be limited, as to any Bank, to the Borrowers amounts under this Section 2.15 that such Bank received actual knowledge of any such change in law, regulation, interpretation or administration with reasonable promptness after 42 becoming actually aware thereof and of the applicability thereof no more than 120 days prior to the Transactionsdate on which the Borrower received an initial certificate from such Bank pursuant to paragraph (c) below unless the event giving rise to such demand is applied retroactively. Notwithstanding anything contained herein to the contrary, nothing in clause (i) or (ii) of this Section 2.10(a2.15(a) shall be deemed to (x) permit the Agent or any Lender Bank to recover any amount thereunder which would not be recoverable under Section 2.15 2.18 hereof or (y) require the Borrowers Borrower to make any payment of any amount to the extent that such payment would duplicate any payment made by the Borrowers Borrower pursuant to Section 2.15 2.18 hereof. (b) If any Bank shall have determined that the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards," or the adoption or effectiveness after the date hereof of any law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or any lending office of such Bank) or any Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Bank's capital or on the capital of such Bank's holding company, if any, as a consequence of this Agreement, the Loans made by such Bank pursuant hereto, such Bank's Commitment hereunder or the issuance of, or participation in, any Letter of Credit by such Bank to a level below that which such Bank or such Bank's holding company could have achieved but for such adoption, change or compliance (taking into account such Bank's policies and the policies of such Bank's holding company with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank or such Bank's holding company for any such reduction suffered. (c) A certificate of each Bank setting forth such amount or amounts as shall be necessary to compensate such Bank or its holding company as specified in paragraph (a) or (b) above, as the case may be, shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay each Bank the amount shown as due on any such certificate delivered to it within ten (10) days after its receipt of the same. Any Bank receiving any such payment shall promptly make a refund thereof to the Borrower if the law, regulation, guideline or change in circumstances giving rise to such payment is subsequently deemed or held to be invalid or inapplicable, but such refund to the Borrower shall be limited to the amount received as a refund by the Bank (including interest, if any). (d) Failure on the part of any Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Bank's right to demand compensation with respect to such period or any other period. The protection of this Section shall be available to each Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed.

Reserve Requirements; Change in Circumstances. (a) --------------------------------------------- a Notwithstanding any other provision herein, if after the date of this Agreement (or in the case of any assignee of any Lender, the date of assignment) any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law), or any change in GAAP or regulatory accounting principles applicable to the Administrative Agent or any Lender, shall: (i) subject the Administrative Agent or any Lender (which shall for the purpose of this Section 2.10 include any assignee or lending office of the Administrative Agent or any Lender) to any charge, fee fee, deduction or withholding of any kind or to any tax with respect to any amount paid or to be paid by to either the Administrative Agent or any Lender with respect to any Eurodollar Loans made by a such Lender to the Borrowers or with respect to the obligations of any Lender under Sections 2.17 through 2.20 hereof or under any Letter of Credit (other than (x) taxes imposed on the overall net income of the Administrative Agent or such Lender and (y) franchise taxes imposed on the Administrative Agent or such Lender, in either case by the jurisdiction in which such Lender or the Administrative Agent has its principal office or its lending office with respect to such Eurodollar Loan or any political subdivision or taxing authority of either thereof); (ii) change the basis of taxation of payments to any Lender or the Administrative Agent of the principal of or interest on any Eurodollar Loan or any other fees or amounts payable with respect to any Letter of Credit or otherwise hereunder (other than taxes imposed on the overall net income of such Lender or the Administrative Agent by the jurisdiction in which such Lender or the Administrative Agent has its principal office or by any political subdivision or taxing authority therein); (iii) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or loans or loan commitments extended by, or Letters of Credit issued and maintained by, by such Lender; or (iv) impose on any Lender or, with respect to Eurodollar Loans, the London interbank market, any other condition affecting this Agreement, Letters of Credit issued and maintained by or Eurodollar Loans made by such Lender; and the result of any of the foregoing shall be to increase the cost to any such Lender of making or maintaining any Eurodollar Loan or Letter of Credit, or to reduce the amount of any payment (whether of principal, interest, fee, compensation or otherwise) receivable by such Lender or to require such Lender to make any payment in respect of any Eurodollar Loan or Letter of Credit, then the Borrowers shall pay to such Lender or the Administrative Agent, as the case may be, upon such Lender's or the Administrative Agent's demand, such additional amount or amounts as will compensate such Lender or the Administrative Agent for such additional costs or reduction. The Administrative Agent and each Lender agree to give notice to the Borrowers of any such change in law, regulation, interpretation or administration with reasonable promptness after 42 becoming actually aware thereof and of the applicability thereof to the Transactions. Notwithstanding anything contained herein to the contrary, nothing in clause (i) or (ii) of this Section 2.10(a) shall be deemed to (x) permit the Administrative Agent or any Lender to recover any amount thereunder which would not be recoverable under Section 2.15 2.16 hereof or (y) require the Borrowers to make any payment of any amount to the extent that such payment would duplicate any payment made by the Borrowers pursuant to Section 2.15 2.16 hereof.

Reserve Requirements; Change in Circumstances. (a) --------------------------------------------- Notwithstanding any other provision herein, if after the date of this Agreement (or in the case of any assignee of any Lender, the date of assignment) any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law), or any change in GAAP or regulatory accounting principles applicable to the Administrative Agent or any Lender, shall: (i) subject the Administrative Agent or any Lender (which shall for the purpose of this Section 2.10 include any assignee or lending office of the Administrative Agent or any Lender) to any charge, fee fee, deduction or withholding of any kind or to any tax with respect to any amount paid or to be paid by to either the Administrative Agent or any Lender with respect to any Eurodollar Loans made by a such Lender to the Borrowers or with respect to the obligations of any Lender under Sections 2.17 through 2.20 hereof or under any Letter of Credit (other than (x) taxes imposed on the overall net income of the Administrative Agent or such Lender and (y) franchise taxes imposed on the Administrative Agent or such Lender, in either case by the jurisdiction in which such Lender or the Administrative Agent has its principal office or its lending office with respect to such Eurodollar Loan or any political subdivision or taxing authority of either thereof); (ii) change the basis of taxation of payments to any Lender or the Admini- strative Agent of the principal of or interest on any Eurodollar Loan or any other fees or amounts payable with respect to any Letter of Credit or otherwise hereunder (other than taxes imposed on the overall net income of such Lender or the Administrative Agent by the jurisdiction in which such Lender or the Administrative Agent has its principal office or by any political subdivision or taxing authority therein); (iii) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or loans or loan commitments extended by, or Letters of Credit issued and maintained by, by such Lender; or (iv) impose on any Lender or, with respect to Eurodollar Loans, the London interbank market, any other condition affecting this Agreement, Letters of Credit issued and maintained by or Eurodollar Loans made by such Lender; and the result of any of the foregoing shall be to increase the cost to any such Lender of making or maintaining any Eurodollar Loan or Letter of Credit, or to reduce the amount of any payment (whether of principal, interest, fee, compensation or otherwise) receivable by such Lender or to require such Lender to make any payment in respect of any Eurodollar Loan or Letter of Credit, then the Borrowers shall pay to such Lender or the Administrative Agent, as the case may be, upon such Lender's or the Administrative Agent's demand, such additional amount or amounts as will compensate such Lender or the Administrative Agent for such additional costs or reduction. The Administrative Agent and each Lender agree to give notice to the Borrowers of any such change in law, regulation, interpretation or administration with reasonable promptness after 42 becoming actually aware thereof and of the applicability thereof to the Transactions. Notwithstanding anything contained herein to the contrary, nothing in clause (i) or (ii) of this Section 2.10(a) shall be deemed to (x) permit the Administrative Agent or any Lender to recover any amount thereunder which would not be recoverable under Section 2.15 2.16 hereof or (y) require the Borrowers to make any payment of any amount to the extent that such payment would duplicate any payment made by the Borrowers pursuant to Section 2.15 2.16 hereof. (b) If at any time and from time to time after the date of this Agreement, any Lender shall determine that the adoption of any applicable law, rule, regulation or guideline regarding capital adequacy, or any change in any applicable law, rule, regulation or guideline regarding capital adequacy, including, without limitation, the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or any change in the interpretation or administration of any thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Lender (or its lending office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or will have the effect of reducing the rate of return on such Lender's capital or on the capital of such Lender's holding company, if any, as a consequence of its obligations hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration such Lender's policies and the policies of such Lender's holding company with respect to capital adequacy), then from time to time the Borrowers shall pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction. Each Lender agrees to give notice to the Borrowers of any adoption of, change in, or change in interpretation or administration of, any such law, rule, regulation or guideline with reasonable promptness after becoming actually aware thereof and of the applicability thereof to the Transactions. (c) A statement of any Lender or the Administrative Agent setting forth such amount or amounts, supported by calculations in reasonable detail, as shall be necessary to compensate such Lender (or the Administrative Agent) as specified in paragraphs (a) and (b) above shall be delivered to the Borrowers and shall be conclusive absent manifest error. The Borrowers shall pay such Lender or the Administrative Agent, as the case may be, the amount shown as due on any such statement within ten (10) days after its receipt of the same. (d) Failure on the part of any Lender or the Administrative Agent to demand compensation for any increased costs, reduction in amounts received or receivable with respect to any Interest Period or any Letter of Credit or reduction in the rate of return earned on such Lender's capital, shall not constitute a waiver of such Lender's or the Administrative Agent's rights to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in rate of return in such Interest Period or in any other Interest Period or with respect to such Letter of Credit. The protection under this Section 2.10 shall be available to each Lender and the Administrative Agent regardless of any possible contention of the invalidity or inapplicability of any law, regulation or other condition which shall give rise to any demand by such Lender or the Administrative Agent for compensation. (e) Any Lender claiming any additional amounts payable pursuant to this Section 2.10 agrees to use reasonable efforts (consistent with legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, any such additional amounts and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender.

Reserve Requirements; Change in Circumstances. (a) --------------------------------------------- Notwithstanding any other provision herein, if If after the date of this Agreement (or in the case of any assignee of any LenderAgreement, the date of assignment) any change in condition or applicable law or law, regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether including any request, guideline or policy not having the force of law)law and including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System) by any authority charged with the administration or any change in GAAP or regulatory accounting principles applicable to the Agent or any Lender, interpretation thereof shall occur which shall: : (i1) subject the Agent or any Lender the Banks (which shall for the purpose of this Section 2.10 include any assignee or lending office of the Agent or any Lenderthe Banks) to any charge, fee deduction or withholding of any kind or to any tax with respect to any amount paid or to be paid by either the Agent or any Lender with respect to any Eurodollar Loans made by a Lender to the Borrowers or with respect to the obligations of any Lender under Sections 2.17 through 2.20 hereof or under any Letter of Credit (other than (x) taxes imposed any tax on the overall net income of the Agent or such Lender and (y) franchise taxes imposed on the Agent or such Lender, in either case by the jurisdiction in which such Lender or the Agent has its principal office or its lending office with respect to such Eurodollar Loan or any political subdivision or taxing authority of either thereofBanks); or (ii2) change the basis of taxation of (A) payments to any Lender or the Agent of to reimburse drawings hereunder, (B) the principal of or interest on any Eurodollar Loan or any other fees or amounts payable with respect to any Letter of Credit commitment, (C) other fees and amounts payable hereunder, or otherwise hereunder (D) any combination of the foregoing (other than taxes imposed any tax on the overall net income of such Lender the Agent or the Agent by the jurisdiction in which such Lender or the Agent has its principal office or by any political subdivision or taxing authority thereinBanks); or (iii3) impose, modify or deem applicable any reserve, special reserve or deposit or similar requirement requirements against any assets ofheld by, deposits with or for the account of, or loans or loan commitments extended letters of credit issued by, or Letters of Credit issued and maintained loans or commitments by, such Lenderan office of the Agent; or or (iv4) impose on upon the Agent or the Banks any Lender or, other condition with respect to Eurodollar Loansthe Letter of Credit commitment, the London interbank marketLetter of Credit, any other condition affecting or this Agreement, Letters of Credit issued and maintained by or Eurodollar Loans made by such Lender; and the result of any of the foregoing shall be to increase the actual cost to any such Lender the Agent or the Banks of making any payment or maintaining any Eurodollar Loan or the Letter of Credit, Credit or to reduce the amount of any payment (whether of principal, interest, fee, compensation interest or otherwise) receivable by such Lender the Agent or to require such Lender the Agent to make any payment payment, in respect of any Eurodollar Loan or the Letter of Credit, by or in any amount which the Agent shall reasonably deem material, then the Borrowers shall pay to such Lender or either (A) terminate the Letter of Credit and substitute another banking institution for the Agent, in which event the Borrowers shall cause the Letter of Credit to be delivered to the Agent for cancellation; or (B) pay to the Agent, in accordance with paragraph (c) below, such an amount or amounts as will compensate the case may beAgent and the Banks for such additional cost, upon reduction or payment. (b) If after the date of this Agreement, the Agent shall have determined that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Agent or the Banks with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Lenderauthority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Agent's or the Banks' capital as a consequence of its obligations hereunder to a level below that which the Agent or the Banks could have achieved but for such adoption, change or compliance (taking into consideration the Agent's demandor the Banks' policies with respect to capital adequacy) by an amount which the Agent reasonably deems to be material, then the Borrowers shall either (A) terminate the Letter of Credit and substitute another banking institution for the Agent, in which event the Borrowers shall cause the Letter of Credit to be delivered to the Agent for cancellation as set forth in the Indenture Documents; or (B) pay to the Agent, in accordance with paragraph (c) below, such additional amount or amounts as will compensate the Agent and the Banks for such Lender reduction. (c) Whenever under this Section either an amount is payable by the Borrowers or the Agent Borrowers have the option to substitute another banking institution for such additional costs or reduction. The Agent and each Lender agree to give notice to the Agent, the Borrowers of any such change in law, regulation, interpretation or administration with reasonable promptness after 42 becoming actually aware thereof and of shall pay the applicability thereof amount payable to the Transactions. Notwithstanding anything contained herein to the contrary, nothing in clause (i) or (ii) of this Section 2.10(a) shall be deemed to (x) permit the Agent or any Lender to recover any terminate and surrender the Letter of Credit in either event within ten (10) days of receipt from the Agent of a certificate setting forth such amount thereunder or amounts as will compensate the Agent or the Banks, which would not certificate shall be recoverable under Section 2.15 hereof or (y) require the Borrowers to make any payment of any amount to the extent that such payment would duplicate any payment made by the Borrowers pursuant to Section 2.15 hereofconclusive absent manifest error.

Reserve Requirements; Change in Circumstances. (a) --------------------------------------------- Notwithstanding any other provision herein, if after the date of this Agreement (or in the case of any assignee of any Lender, the date of assignment) any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law), or any change in GAAP or regulatory accounting principles applicable to the Administrative Agent or any Lender, shall: (i) subject the Administrative Agent or any Lender (which shall for the purpose of this Section 2.10 include any assignee or lending office of the Administrative Agent or any Lender) to any charge, fee fee, deduction or withholding of any kind or to any tax with respect to any amount paid or to be paid by to either the Administrative Agent or any Lender with respect to any Eurodollar Loans made by a such Lender to the Borrowers or with respect to the obligations of any Lender under Sections 2.17 through 2.20 hereof or under any Letter of Credit (other than (x) taxes imposed on the overall net income of the Administrative Agent or such Lender and (y) franchise taxes imposed on the Administrative Agent or such Lender, in either case by the jurisdiction in which such Lender or the Administrative Agent has its principal office or its lending office with respect to such Eurodollar Loan or any political subdivision or taxing authority of either thereof); (ii) change the basis of taxation of payments to any Lender or the Administrative Agent of the principal of or interest on any Eurodollar Loan or any other fees or amounts payable with respect to any Letter of Credit or otherwise hereunder (other than taxes imposed on the overall net income of such Lender or the Administrative Agent by the jurisdiction in which such Lender or the Administrative Agent has its principal office or by any political subdivision or taxing authority therein); (iii) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or loans or loan commitments extended by, or Letters of Credit issued and maintained by, by such Lender; or (iv) impose on any Lender or, with respect to Eurodollar Loans, the London interbank market, any other condition affecting this Agreement, Letters of Credit issued and maintained by or Eurodollar Loans made by such Lender; and the result of any of the foregoing shall be to increase the cost to any such Lender of making or maintaining any Eurodollar Loan or Letter of Credit, or to reduce the amount of any payment (whether of principal, interest, fee, compensation or otherwise) receivable by such Lender or to require such Lender to make any payment in respect of any Eurodollar Loan or Letter of Credit, then the Borrowers shall pay to such Lender or the Administrative Agent, as the case may be, upon such Lender's or the Administrative Agent's demand, such additional amount or amounts as will compensate such Lender or the Administrative Agent for such additional costs or reduction. The Administrative Agent and each Lender agree to give notice to the Borrowers of any such change in law, regulation, interpretation or administration with reasonable promptness after 42 becoming actually aware thereof and of the applicability thereof to the Transactions. Notwithstanding anything contained herein to the contrary, nothing in clause (i) or (ii) of this Section 2.10(a) shall be deemed to (x) permit the Administrative Agent or any Lender to recover any amount thereunder which would not be recoverable under Section 2.15 2.16 hereof or (y) require the Borrowers to make any payment of any amount to the extent that such payment would duplicate any payment made by the Borrowers pursuant to Section 2.15 2.16 hereof. (b) If at any time and from time to time after the date of this Agreement, any Lender shall determine that the adoption of any applicable law, rule, regulation or guideline regarding capital adequacy, or any change in any applicable law, rule, regulation or guideline regarding capital adequacy, including, without limitation, the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or any change in the interpretation or administration of any thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Lender (or its lending office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or will have the effect of reducing the rate of return on such Lender's capital or on the capital of such Lender's holding company, if any, as a consequence of its obligations hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration such Lender's policies and the policies of such Lender's holding company with respect to capital adequacy), then from time to time the Borrowers shall pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction. Each Lender agrees to give notice to the Borrowers of any adoption of, change in, or change in interpretation or administration of, any such law, rule, regulation or guideline with reasonable promptness after becoming actually aware thereof and of the applicability thereof to the Transactions. (c) A statement of any Lender or the Administrative Agent setting forth such amount or amounts, supported by calculations in reasonable detail, as shall be necessary to compensate such Lender (or the Administrative Agent) as specified in paragraphs (a) and (b) above shall be delivered to the Borrowers and shall be conclusive absent manifest error. The Borrowers shall pay such Lender or the Administrative Agent, as the case may be, the amount shown as due on any such statement within ten (10) days after its receipt of the same. (d) Failure on the part of any Lender or the Administrative Agent to demand compensation for any increased costs, reduction in amounts received or receivable with respect to any Interest Period or any Letter of Credit or reduction in the rate of return earned on such Lender's capital, shall not constitute a waiver of such Lender's or the Administrative Agent's rights to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in rate of return in such Interest Period or in any other Interest Period or with respect to such Letter of Credit. The protection under this Section 2.10 shall be available to each Lender and the Administrative Agent regardless of any possible contention of the invalidity or inapplicability of any law, regulation or other condition which shall give rise to any demand by such Lender or the Administrative Agent for compensation. (e) Any Lender claiming any additional amounts payable pursuant to this Section 2.10 agrees to use reasonable efforts (consistent with legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, any such additional amounts and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender.

Reserve Requirements; Change in Circumstances. (a) --------------------------------------------- Notwithstanding any other provision herein, if after the date of this Agreement (or in the case of any assignee of any Lender, the date of assignment) any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law), or any change in GAAP or regulatory accounting principles applicable to the Agent or any Lender, ) shall: (i) subject the Agent or any Lender (which shall for the purpose of this Section 2.10 include any assignee or lending office of the Agent or any Lender) to any charge, fee fee, deduction or withholding of any kind or to any tax with respect to any amount paid or to be paid by to either the Agent or any Lender with respect to any Eurodollar Loans made by a such Lender to the Borrowers or with respect to the obligations of any Lender under Sections 2.17 through 2.20 hereof or under any Letter of Credit (other than (x) taxes imposed on the overall net income of the Agent or such Lender and (y) franchise taxes imposed on the Agent or such Lender, in either case by the jurisdiction in which such Lender or the Agent has its principal office or its lending office with respect to such Eurodollar Loan Applicable Lending Office or any political subdivision or taxing authority of either thereof); (ii) change the basis of taxation of payments to any Lender or the Agent of the principal of or interest on any Eurodollar Loan or any other fees or amounts payable with respect to any Letter of Credit or otherwise hereunder (other than taxes imposed on the overall net income of of, or franchise taxes imposed on, such Lender or the Agent by the jurisdiction in which such Lender or the Agent has its principal office or Applicable Lending Office or by any political subdivision or taxing authority therein); (iii) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or loans or loan commitments extended by, or Letters of Credit issued and maintained by, such Lender; or (iv) impose on any Lender or, with respect to Eurodollar Loans, the London interbank market, any other condition affecting this Agreement, Letters of Credit issued and maintained by or Eurodollar Loans made by such Lender; and the result of any of the foregoing shall be to increase the direct cost to any such Lender of making or maintaining any Eurodollar Loan or Letter of Credit, or to reduce the amount of any payment (whether of principal, interest, fee, compensation or otherwise) receivable by such Lender or to require such Lender to make any payment in respect of any Eurodollar Loan or Letter of Credit, then the Borrowers shall pay to such Lender or the Agent, as the case may be, upon such Lender's or the Agent's demand, such additional amount or amounts as will compensate such Lender or the Agent for such additional costs or reduction. The Agent and each Lender agree to give notice to the Borrowers of any such change in law, regulation, interpretation or administration with reasonable promptness after 42 becoming actually aware thereof and of the applicability thereof to the Transactions. Notwithstanding anything contained herein to the contrary, nothing in clause (i) or (ii) of this Section 2.10(a) shall be deemed to (x) permit the Agent or any Lender to recover any amount thereunder which would not be recoverable under Section 2.15 hereof this Agreement or (y) require the Borrowers to make any payment of any amount to the extent that such payment would duplicate any payment made by the Borrowers pursuant to this Agreement. (b) If at any time and from time to time after the date of this Agreement, any Lender shall determine that the adoption of any applicable law, rule, regulation or guideline regarding capital adequacy, or any change in any applicable law, rule, regulation or guideline regarding capital adequacy, including, without limitation, the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or any change in the interpretation or administration of any thereof by any governmental authority, central bank or comparable agency charged with the interpretation or admin istration thereof, or compliance by such Lender (or its lending office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or will have the effect of reducing the rate of return on such Lender's capital or on the capital of such Lender's holding company, if any, as a consequence of its obligations hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration such Lender's policies and the policies of such Lender's holding company with respect to capital adequacy), then from time to time the Borrowers shall pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction. Each Lender agrees to give notice to the Borrowers of any adoption of, change in, or change in interpretation or administration of, any such law, rule, regulation or guideline with reasonable promptness after becoming actually aware thereof and of the applicability thereof to the Transactions. (c) A statement of any Lender or the Agent setting forth such amount or amounts, supported by calculations in reasonable detail, as shall be necessary to compensate such Lender (or the Agent) as specified in paragraphs (a) and (b) above shall be delivered to the Borrowers and shall be conclusive absent manifest error. The Borrowers shall pay each Lender or the Agent the amount shown as due on any such statement within ten (10) days after its receipt of the same. (d) Failure on the part of any Lender or the Agent to demand compensation for any increased costs, reduction in amounts received or receivable with respect to any Interest Period or any Letter of Credit or reduction in the rate of return earned on such Lender's capital (collectively, "Increased Costs"), shall not constitute a waiver of such Lender's or the Agent's rights to demand compensation for any such Increased Costs; provided, that if any Lender or the Agent shall fail to demand compensation for any such Increased Costs within 365 days after such Lender or the Agent has knowledge of such Increased Costs or the event causing such Increased Costs, then such failure shall constitute a waiver of such Lender's or the Agent's right to demand compensation for such Increased Costs and the Borrowers shall have no obligation to reimburse such Lender or the Agent for such Increased Costs. The protection under this Section 2.15 hereof2.10 shall be available to each Lender and the Agent regardless of any possible contention of the invalidity or inapplicability of any law, regulation or other condition which shall give rise to any demand by such Lender or the Agent for compensation. In the event a Lender or the Agent challenges the validity or applicability of any law, regulation or other condition giving rise to a demand for compensation, and the Lender or the Agent prevails in its challenge, the Lender or the Agent shall reimburse the Borrowers in an amount equal to the amount paid by the Borrowers to the Lender or the Agent. (e) Any Lender claiming any additional amounts payable pursuant to this Section 2.10 agrees to use reasonable efforts (consistent with legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, any such additional amounts and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender.

Reserve Requirements; Change in Circumstances. (a) --------------------------------------------- Notwithstanding any other provision herein, if after the date of this Agreement (or in the case of any assignee of any Lender, the date of assignment) any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law), or any change in GAAP or regulatory accounting principles applicable to the Agent or any Lender, shall: (i) subject the Agent or any Lender (which shall for the purpose of this Section 2.10 include any assignee or lending office of the Agent or any Lender) to any charge, fee fee, deduction or withholding of any kind or to any tax with respect to any amount paid or to be paid by to either the Agent or any Lender with respect to any Eurodollar Loans made by a such Lender to the Borrowers Borrower or with respect to the obligations of any Lender under Sections 2.17 through 2.20 hereof or under any Letter of Credit (other than (x) taxes imposed on the overall net income of the Agent or such Lender and Lender, (y) franchise or capital taxes imposed on the Agent or such Lender, in either case by the jurisdiction in which such Lender or the Agent has its principal office or its lending office with respect to such Eurodollar Loan or any political subdivision or taxing authority of either thereofthereof and (z) taxes imposed by reason of any connection between the jurisdiction imposing such tax and the Agent, such Lender or such Applicable Lending Office other than a connection arising solely from this Agreement); (ii) change the basis of taxation of payments to any Lender or the Agent of the principal of or interest on any Eurodollar Loan or any other fees or amounts payable with respect to any Letter of Credit or otherwise hereunder (other than (x) taxes imposed on the overall net income of such Lender or the Agent by the jurisdiction in which such Lender or the Agent has its principal office or by any political subdivision or taxing authority therein); (iii) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or loans or loan commitments extended by, or Letters of Credit issued and maintained by, such Lender; or (iv) impose on any Lender or, with respect to Eurodollar Loans, the London interbank market, any other condition affecting this Agreement, Letters of Credit issued and maintained by or Eurodollar Loans made by such Lender; and the result of any of the foregoing shall be to increase the cost to any such Lender of making or maintaining any Eurodollar Loan or Letter of Credit, or to reduce the amount of any payment (whether of principal, interest, fee, compensation or otherwise) receivable by such Lender or to require such Lender to make any payment in respect of any Eurodollar Loan or Letter of Credit, then the Borrowers shall pay to such Lender or the Agent, as the case may be, upon such Lender's or the Agent's demand, such additional amount or amounts as will compensate such Lender or the Agent for such additional costs or reduction. The Agent and each Lender agree to give notice to the Borrowers of any such change in law, regulation, interpretation or administration with reasonable promptness after 42 becoming actually aware thereof and of the applicability thereof to the Transactions. Notwithstanding anything contained herein to the contrary, nothing in clause (i) or (ii) of this Section 2.10(a) shall be deemed to (x) permit the Agent or any Lender to recover any amount thereunder which would not be recoverable under Section 2.15 hereof or (y) require the Borrowers to make any payment of any amount to the extent that such payment would duplicate any payment made by the Borrowers pursuant to Section 2.15 hereof.franchise or capital taxes imposed on the

Reserve Requirements; Change in Circumstances. (a) --------------------------------------------- Notwithstanding any other provision herein, if after the date of this Agreement (or in the case of any assignee of any Lender, the date of assignment) any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law), or any change in GAAP or regulatory accounting principles applicable to the Agent or any Lender, shall: ) shall (i) subject the Agent or any Lender Bank (which shall for the purpose of this Section 2.10 2.15 include any assignee or lending office of the Agent or any Lendersuch Bank) to any charge, fee deduction or withholding of any kind or to any tax with respect to any amount paid or to be paid by either the Agent or any Lender Bank with respect to any Eurodollar Loans made by a Lender Bank to the Borrowers or with respect to the obligations of any Lender under Sections 2.17 through 2.20 hereof or under any Letter of Credit Borrower (other than (x) taxes imposed on the overall net income or gross receipts of the such Agent or such Lender Bank and (y) franchise taxes imposed on the Agent or such Lender, Bank; in either case by the jurisdiction in which such Lender or the Agent Bank has its principal office or its lending office with respect to such Eurodollar Loan or any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in which the Agent or such Bank would not be subject to tax but for the execution and performance of either thereofthis Agreement); (ii) change the basis of taxation of payments to any Lender or the Agent or any Bank of the principal of or interest on any Eurodollar Loan made by such Bank or any other fees or other amounts payable with respect to any Letter of Credit or otherwise hereunder (other than franchise taxes or taxes imposed on the overall net income or gross receipts of such Lender or the Agent or such Bank by the jurisdiction in which such Lender or the Agent or such Bank has its principal office or by any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in which the Agent or such Bank would not be subject to tax but for the execution and performance of this Agreement); (iii) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, of or loans or loan commitments extended by, or Letters of Credit issued and maintained by, by such Lender; Bank (except any such reserve requirement which is reflected in the Adjusted LIBOR Rate) or (iv) impose on any Lender or, with respect to Eurodollar Loans, such Bank or the London interbank market, market any other condition affecting this Agreement, Letters of Credit issued and maintained by Agreement or the Eurodollar Loans or other Loans made by such Lender; Bank, and the result of any of the foregoing shall be to increase the cost to any such Lender Bank of making or maintaining any Eurodollar Loan or Letter of Credit, or to reduce the amount of any payment (whether of principal, interest, fee, compensation interest or otherwise) received or receivable by the Agent or such Lender Bank hereunder or under the Notes (whether of principal, interest or otherwise) or to require the Agent or such Lender Bank to make any payment in respect of any Eurodollar Loan or Letter of CreditLoan, then the Borrowers Borrower shall pay to the Agent or such Lender or the AgentBank, as the case may be, upon such Lender's or the Agent's demand, such additional amount or amounts as will compensate such Lender or the Agent or such Bank for such additional costs or reduction. The Agent and each Lender agree Borrower's obligation to give notice pay the amounts required to be paid pursuant to this Section 2.15 shall be limited, as to any Bank, to the Borrowers amounts under this Section 2.15 that such Bank received actual knowledge of any such change in law, regulation, interpretation or administration with reasonable promptness after 42 becoming actually aware thereof and of the applicability thereof no more than 120 days prior to the Transactionsdate on which the Borrower received an initial certificate from such Bank pursuant to paragraph (c) below unless the event giving rise to such demand is applied retroactively. Notwithstanding anything contained herein to the contrary, nothing in clause (i) or (ii) of this Section 2.10(a2.15(a) shall be deemed to (x) permit the Agent or any Lender Bank to recover any amount thereunder which would not be recoverable under Section 2.15 2.18 hereof or (y) require the Borrowers Borrower to make any payment of any amount to the extent that such payment would duplicate any payment made by the Borrowers Borrower pursuant to Section 2.15 2.18 hereof. (b) If any Bank shall have determined that the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards," or the adoption or effectiveness after the date hereof of any law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or any lending office of such Bank) or any Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Bank's capital or on the capital of such Bank's holding company, if any, as a consequence of this Agreement, the Loans made by such Bank pursuant hereto, such Bank's Commitment hereunder or the issuance of, or participation in, any Letter of Credit by such Bank to a level below that which such Bank or such Bank's holding company could have achieved but for such adoption, change or compliance (taking into account such Bank's policies and the policies of such Bank's holding company with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank or such Bank's holding company for any such reduction suffered. (c) A certificate of each Bank setting forth such amount or amounts as shall be necessary to compensate such Bank or its holding company as specified in paragraph (a) or (b) above, as the case may be, shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay each Bank the amount shown as due on any such certificate delivered to it within 10 days after its receipt of the same. Any Bank receiving any such payment shall promptly make a refund thereof to the Borrower if the law, regulation, guideline or change in circumstances giving rise to such payment is subsequently deemed or held to be invalid or inapplicable, but such refund to the Borrower shall be limited to the amount received as a refund by the Bank (including interest, if any). (d) Failure on the part of any Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Bank's right to demand compensation with respect to such period or any other period. The protection of this Section shall be available to each Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed.