Common use of Reserve Requirements, etc Clause in Contracts

Reserve Requirements, etc. If any Legal Requirement shall (a) impose, modify, increase or deem applicable any insurance assessment, reserve, special deposit or similar requirement against any Funding Liability or the Letters of Credit, (b) impose, modify, increase or deem applicable any other requirement or condition with respect to any Funding Liability or the Letters of Credit, or (c) change the basis of taxation of Funding Liabilities or payments in respect of any Letter of Credit (other than changes in the rate of taxes measured by the overall net income of such Lender) and the effect of any of the foregoing shall be to increase the cost to any Lender of issuing, making, funding or maintaining its respective Percentage Interest in the Loans or Working Capital Commitments subject to a Eurodollar Pricing Option or any Letter of Credit, to reduce the amounts received or receivable by such Lender under this Agreement or to require such Lender to make any payment or forego any amounts otherwise payable to such Lender under this Agreement, then, within 15 days after the receipt by the Company of a certificate from such Lender setting forth why it is claiming compensation under this Section 3.5 and computations (in reasonable detail) of the amount thereof, the Company shall pay to the Administrative Agent for the account of such Lender such additional amounts as are specified by such Lender in such certificate as sufficient to compensate such Lender for such increased cost or such reduction, together with interest at the Overdue Rate on such amount from the 15th day after receipt of such certificate until payment in full thereof; provided, however, that the foregoing provisions shall not apply to any Tax or to any reserves which are included in computing the Eurodollar Reserve Rate. The determination by such Lender of the amount of such costs shall, in the absence of demonstrable error, be conclusive. The Company shall be entitled to replace any such Lender in accordance with Section 13.3.

Reserve Requirements, etc. If any Legal Requirement shall (a) impose, ------------------------- modify, increase or deem applicable any insurance assessment, reserve, special deposit or similar requirement against any Funding Liability or the Letters of Credit, (b) impose, modify, increase or deem applicable any other requirement or condition with respect to any Funding Liability or the Letters of Credit, or (c) change the basis of taxation of Funding Liabilities or payments in respect of any Letter of Credit (other than changes in the rate of taxes measured by the overall net income of such Lender) and the effect of any of the foregoing shall be to increase the cost to any Lender of issuing, making, funding or maintaining its respective Percentage Interest in any portion of the Loans or Working Capital Commitments Loan subject to a Eurodollar Pricing Option or any Letter of Credit, to reduce the amounts received or receivable by such Lender under this Agreement or to require such Lender to make any payment or forego any amounts otherwise payable to such Lender under this Agreement, then, within 15 days after the receipt by the Company of a certificate from such Lender setting forth -33- why it is claiming compensation under this Section 3.5 and computations (in reasonable detail) of the amount thereof, the Company shall pay to the Administrative Agent for the account of such Lender such additional amounts as are specified by such Lender in such certificate as sufficient to compensate such Lender for such increased cost or such reduction, together with interest at the Overdue Rate on such amount from the 15th day after receipt of such certificate until payment in full thereof; provided, however, that the foregoing provisions shall not apply -------- ------- to any Tax or to any reserves which are included in computing the Eurodollar Reserve Rate. The determination by such Lender of the amount of such costs shall, in the absence of demonstrable error, be conclusive. The Company shall be entitled to replace any such Lender in accordance with Section 13.3.

Reserve Requirements, etc. If any Legal Requirement shall (a) impose, modify, increase or deem applicable any insurance assessment, reserve, special deposit or similar requirement against any Funding Liability or the Letters of CreditLiability, (b) impose, modify, increase or deem applicable any other requirement or condition with respect to any Funding Liability or the Letters of CreditLiability, or (c) change the basis of taxation of Funding Liabilities or payments in respect of any Letter of Credit (other than changes in the rate of taxes measured by the overall net income of such Lender) and the effect of any of the foregoing shall be to increase the cost to any Lender of issuing, making, funding or maintaining its respective Percentage Interest in any portion of the Revolving Loans or Working Capital Commitments subject to a Eurodollar Pricing Option or any Letter of CreditOption, to reduce the amounts received or receivable by such Lender under this Agreement or to require such Lender to make any payment or forego any amounts otherwise payable to such Lender under this Agreement, then, within 15 days the Lender shall, promptly after it has made such determination, give notice thereof to the Company. Promptly after the receipt by the Company of a certificate from any such notice, the Company and the Lender setting forth why it is claiming compensation shall attempt to negotiate in good faith an adjustment to the amount payable by the Borrowers to the Lender under this Section 3.5 3.4, which amount shall be sufficient to compensate the Lender for such increased cost or reduced return. If the Company and computations (in reasonable detail) the Lender are unable to agree to such adjustment within thirty days of the amount thereof, date upon which the Company shall receives such notice, then the Borrowers will, on demand by the Lender, pay to the Administrative Agent for the account of such Lender such additional amounts amount as are specified by such Lender shall be sufficient, in such certificate as sufficient the Lender's reasonable determination, to compensate such the Lender for such increased cost or such reductionreduced return, together with interest at the Overdue Reimbursement Rate on such amount from the 15th 30th day after receipt of such certificate until payment in full thereof; providedPROVIDED, howeverHOWEVER, that the foregoing provisions shall not apply to any Tax or to any reserves which are included in computing the Eurodollar Reserve Rate. The determination by such Lender of the amount of such costs shall, in the absence of demonstrable manifest error, be conclusive. The Company shall be entitled to replace any such Lender in accordance with Section 13.3.

Reserve Requirements, etc. If any Legal Requirement shall (a) impose, modify, increase or deem applicable any insurance assessment, reserve, special deposit or similar requirement against any Funding Liability or the Letters of Credit, (b) impose, modify, increase or deem applicable any other requirement or condition with respect to any Funding Liability or the Letters of Credit, or (c) change the basis of taxation of Funding Liabilities or payments in respect of any Letter of Credit (other than changes in the rate of taxes measured by the overall net income of such Lender) and the effect of any of the foregoing shall be to increase the cost to any Lender of issuing, making, funding or maintaining its respective Revolving Loan Percentage Interest or Term Loan Percentage Interest, as the case may be, in any portion of the Loans or Working Capital Commitments Loan subject to a Eurodollar Pricing Option or any Letter of Credit, to reduce the amounts received or receivable by such Lender under this Agreement or to require such Lender to make any payment or forego any amounts otherwise payable to such Lender under this Agreement, then, within 15 days after the receipt by the Company of a certificate from such Lender setting forth why it is claiming compensation under this Section 3.5 and computations (in reasonable detail) of the amount thereof, the Company shall pay to the Administrative Agent for the account of such Lender such additional amounts as are specified by such Lender in such certificate as sufficient to compensate such Lender for such increased cost or such reduction, together with interest at the Overdue Rate on such amount from the 15th day after receipt of such certificate until payment in full thereof; provided, however, that the foregoing provisions shall not apply to any Tax or to any reserves which are included in computing the Eurodollar Reserve Rate. The determination by such Lender of the amount of such costs shall, in the absence of demonstrable error, be conclusive. The Company shall be entitled to replace any such Lender in accordance with Section 13.3.

Reserve Requirements, etc. If any Legal Requirement shall (a) impose, modify, increase or deem applicable any insurance assessment, reserve, special deposit or similar requirement against any Funding Liability or the Letters of CreditLiability, (b) impose, modify, increase or deem applicable any other requirement or condition with respect to any Funding Liability or the Letters of CreditLiability, or (c) change the basis of taxation of Funding Liabilities or payments in respect of any Letter of Credit (other than changes in the rate of taxes measured by the overall net income of such Lender) and the effect of any of the foregoing shall be to increase the cost to any Lender of issuing, making, funding or maintaining its respective Percentage Interest in any portion of the Revolving Loans or Working Capital Commitments subject to a Eurodollar Pricing Option or any Letter of CreditOption, to reduce the amounts received or receivable by such Lender under this Agreement or to require such Lender to make any payment or forego any amounts otherwise payable to such Lender under this Agreement, then, within 15 days the Lender shall, promptly after it has made such determination, give notice thereof to the Company. Promptly after the receipt by the Company of a certificate from any such notice, the Company and the Lender setting forth why it is claiming compensation shall attempt to negotiate in good faith an adjustment to the amount payable by the Borrowers to the Lender under this Section 3.5 3.5, which amount shall be sufficient to compensate the Lender for such increased cost or reduced return. If the Company and computations (in reasonable detail) the Lender are unable to agree to such adjustment within thirty days of the amount thereof, date upon which the Company shall receives such notice, then the Borrowers will, on demand by the Lender, pay to the Administrative Agent for the account of such Lender such additional amounts amount as are specified by such Lender shall be sufficient, in such certificate as sufficient the Lender's reasonable determination, to compensate such the Lender for such increased cost or such reductionreduced return, together with interest at the Overdue Reimbursement Rate on such amount from the 15th 30th day after receipt of such certificate until payment in full thereof; provided, however, that the foregoing provisions shall not apply to any Tax or to any reserves which are included in computing the Eurodollar Reserve Rate. The determination by such Lender of the amount of such costs shall, in the absence of demonstrable manifest error, be conclusive. The Company shall be entitled to replace any such Lender in accordance with Section 13.3.

Reserve Requirements, etc. If any Legal Requirement shall (a) impose, modify, increase or deem applicable any insurance assessment, reserve, special deposit or similar requirement against any Funding Liability or the Letters of Credit, (b) impose, modify, increase or deem applicable any other requirement or condition with respect to any Funding Liability or the Letters of Credit, or (c) change the basis of taxation of Funding Liabilities or payments in respect of any Letter of Credit (other than changes in the rate of taxes measured by the overall net income of such Lender) and the effect of any of the foregoing shall be to increase the cost to any Lender of issuing, making, funding or maintaining its respective Percentage Interest in the Loans or Working Capital Commitments subject to a Eurodollar Pricing Option or any Letter of Credit, to reduce the amounts received or receivable by such Lender under this Agreement or to require such Lender to make any payment or forego any amounts otherwise Table of Contents payable to such Lender under this Agreement, then, within 15 days after the receipt by the Company of a certificate from such Lender setting forth why it is claiming compensation under this Section 3.5 and computations (in reasonable detail) of the amount thereof, the Company shall pay to the Administrative Agent for the account of such Lender such additional amounts as are specified by such Lender in such certificate as sufficient to compensate such Lender for such increased cost or such reduction, together with interest at the Overdue Rate on such amount from the 15th day after receipt of such certificate until payment in full thereof; provided, however, that the foregoing provisions shall not apply to any Tax or to any reserves which are included in computing the Eurodollar Reserve Rate. The determination by such Lender of the amount of such costs shall, in the absence of demonstrable error, be conclusive. The Company shall be entitled to replace any such Lender in accordance with Section 13.3.

Reserve Requirements, etc. If any Legal Requirement shall shall, after the Initial Closing Date, (a) impose, modify, increase or deem applicable any insurance assessment, reserve, special deposit or similar requirement against any Funding Liability or the Letters of Credit, (b) impose, modify, increase or deem applicable any other requirement or condition with respect to any Funding Liability or the Letters of Credit, or (c) change the basis of taxation of Funding Liabilities or payments in respect of any Letter of Credit (other than changes in the rate of taxes imposed on or measured by the overall net income of such Lender) and the effect of any of the foregoing shall be to increase materially the cost to any Lender of issuing, making, funding or maintaining its respective Percentage Interest in any portion of the Loans or Working Capital Commitments Revolving Loan subject to a Eurodollar LIBOR Pricing Option Option, any Money Market Loan or any Letter of Credit, to reduce materially the amounts received or receivable by such Lender under this Agreement or to require such Lender to make any material payment or forego any material amounts otherwise payable to such Lender under this Agreement, then, within 15 days after the receipt by the Company of a certificate from such Lender setting forth why it is claiming compensation under this Section 3.5 3.7 and computations (in reasonable detail) of the amount thereof, the Company shall pay to the Administrative Agent for the account of such Lender such additional amounts as are specified by such Lender in such certificate as sufficient to compensate such Lender for such increased cost or such reduction, together with interest at the Overdue Reimbursement Rate on such amount from the 15th day after receipt of such certificate until payment in full thereof; provided, however, that the foregoing provisions shall not apply to any Tax or to any reserves which are included in computing the Eurodollar LIBOR Reserve Rate. The good faith determination by such Lender of the amount of such costs shall, in the absence of demonstrable manifest error, be conclusive. The Company shall be entitled to replace any such Lender in accordance with Section 13.312.3.

Reserve Requirements, etc. If any Bank Legal Requirement shall (a) impose, modify, increase or deem applicable any insurance assessment, reserve, special deposit or similar requirement against any Funding Liability or the Letters of Credit, (b) impose, modify, increase or deem applicable any other requirement or condition with respect to any Funding Liability or the Letters of Credit, or (c) change the basis of taxation of Funding Liabilities or payments in respect of any Letter of Credit (other than changes in the rate of taxes measured by the overall net income of such LenderBank) and the effect of any of the foregoing shall be to increase the cost to any Lender Bank of issuing, making, funding or maintaining its respective Percentage Interest in the Loans or Working Capital Commitments any portion of a Loan subject to a Eurodollar Pricing Option or any Letter of Credit, to reduce the amounts received or receivable by such Lender Bank under this Agreement or to require such Lender Bank to make any payment or forego any amounts otherwise payable to such Lender Bank under this Agreement, then, within 15 days after the receipt by the Company Borrower of a certificate from such Lender Bank setting forth why it is claiming compensation under this Section 3.5 and computations (in reasonable detail) of the amount thereof, the Company Borrower shall pay to the Administrative Agent for the account of such Lender Bank such additional amounts as are specified by such Lender Bank in such certificate as sufficient to compensate such Lender Bank for such increased cost or such reduction, together with interest at the Overdue Reimbursement Rate on such amount from the 15th day after receipt of such certificate until payment in full thereof; provided, however, that the foregoing provisions shall not apply to any Tax or to any reserves which are included in computing the Eurodollar Reserve Rate. The determination by such Lender Bank of the amount of such costs shall, in the absence of demonstrable manifest error, be conclusive. The Company shall be entitled to replace any such Lender in accordance with Section 13.3.

Reserve Requirements, etc. If any Legal Requirement shall (a) impose, modify, increase or deem applicable any insurance assessment, reserve, special deposit or similar requirement against any Funding Liability or the Letters of Credit, (b) impose, modify, increase or deem applicable any other requirement or condition with respect to any Funding Liability or the Letters of Credit, or (c) change the basis of taxation of Funding Liabilities or payments in respect of any Letter of Credit (other than changes in the rate of taxes measured by the overall net income of such Lender) and the effect of any of the foregoing shall be to increase the cost to any Lender of issuing, making, funding or maintaining its respective Percentage Interest in any portion of the Loans or Working Capital Commitments Revolving Loan subject to a Eurodollar Pricing Option or any Letter of Credit, to reduce the amounts received or receivable by such Lender under this Agreement or to require such Lender to make any payment or forego any amounts otherwise payable to such Lender under this Agreement, then, within 15 days the Lender shall, promptly after it has made such determination, give notice thereof to the Company. Promptly after the receipt by the Company of a certificate from any such notice, the Company and the Lender setting forth why it is claiming compensation shall attempt to negotiate in good faith an adjustment to the amount payable by the Borrowers to the Lender under this Section 3.5 3.5, which amount shall be sufficient to compensate the Lender for such increased cost or reduced return. If the Company and computations (in reasonable detail) the Lender are unable to agree to such adjustment within thirty days of the amount thereof, date upon which the Company shall receives such notice, then the Borrowers will, on demand by the Lender, pay to the Administrative Agent for the account of such Lender such additional amounts amount as are specified by such Lender shall be sufficient, in such certificate as sufficient the Lender's reasonable determination, to compensate such the Lender for such increased cost or such reductionreduced return, together with interest at the Overdue Reimbursement Rate on such amount from the 15th 30th day after receipt of such certificate until payment in full thereof; provided, however, that the foregoing provisions shall not apply to any Tax or to any reserves which are included in computing the Eurodollar Reserve Rate. The determination by such Lender of the amount of such costs shall, in the absence of demonstrable manifest error, be conclusive. The Company Borrowers shall be entitled to replace any such Lender in accordance with Section 13.3.

Reserve Requirements, etc. If any Bank Legal Requirement shall (a) impose, modify, increase or deem applicable any insurance assessment, reserve, special deposit or similar requirement against any Funding Liability or the Letters of Credit, (b) impose, modify, increase or deem applicable any other requirement or condition with respect to any Funding Liability or the Letters of Credit, or (c) change the basis of taxation of Funding Liabilities or payments in respect of any Letter of Credit (other than changes in the rate of taxes measured by the overall net income of such LenderBank) and the effect of any of the foregoing shall be to increase the cost to any Lender Bank of issuing, making, funding or maintaining its respective Percentage Interest in the Loans or Working Capital Commitments any portion of a Loan subject to a Eurodollar Pricing Option or any Letter of Credit, to reduce the amounts received or receivable by such Lender Bank under this Agreement or to require such Lender Bank to make any payment or forego any amounts otherwise payable to such Lender Bank under this Agreement, then, within 15 days after the receipt by the Company Borrower of a certificate from such Lender Bank setting forth why it is claiming compensation under this Section 3.5 and computations (in reasonable detail) of the amount thereof, the Company Borrower shall pay to the Administrative Agent Agent, for the account of such Lender Bank such additional amounts as are specified by such Lender Bank in such certificate as sufficient to compensate such Lender Bank for such increased cost or such reduction, together with interest at the Overdue Reimbursement Rate on such amount from the 15th day after receipt of such certificate until payment in full thereof; provided, however, that the foregoing provisions shall not apply to any Tax or to any reserves which are included in computing the Eurodollar Reserve Rate. The determination by such Lender Bank of the amount of such costs shall, in the absence of demonstrable manifest error, be conclusive. The Company shall be entitled to replace any such Lender in accordance with Section 13.3.

Reserve Requirements, etc. If any Legal Requirement shall (a) ------------------------- impose, modify, increase or deem applicable any insurance assessment, reserve, special deposit or similar requirement against any Funding Liability or the Letters of Credit, (b) impose, modify, increase or deem applicable any other requirement or condition with respect to any Funding Liability or the Letters of Credit, or (c) change the basis of taxation of Funding Liabilities or payments in respect of any Letter of Credit (other than changes in the rate of taxes measured by the overall net income of such Lender) and the effect of any of the foregoing shall be to increase the cost to any Lender of issuing, making, funding or maintaining its respective Revolving Loan Percentage Interest or Term Loan Percentage Interest, as the case may be, in any portion of the Loans or Working Capital Commitments Loan subject to a Eurodollar Pricing Option or any Letter of Credit, to reduce the amounts received or receivable by such Lender under this Agreement or to require such Lender to make any payment or forego any amounts otherwise payable to such Lender under this Agreement, then, within 15 days after the receipt by the Company of a certificate from such Lender setting forth why it is claiming compensation under this Section 3.5 and computations (in reasonable detail) of the amount thereof, the Company shall pay to the Administrative Agent for the account of such Lender such additional amounts as are specified by such Lender in such certificate as sufficient to compensate such Lender for such increased cost or such reduction, together with interest at the Overdue Rate on such amount from the 15th day after receipt of such certificate until payment in full thereof; provided, however, that the foregoing provisions shall not apply -------- ------- to any Tax or to any reserves which are included in computing the Eurodollar Reserve Rate. The determination by such Lender of the amount of such costs shall, in the absence of demonstrable error, be conclusive. The Company shall be entitled to replace any such Lender in accordance with Section 13.3.

Reserve Requirements, etc. If any Legal Requirement shall (a) impose, modify, increase or deem applicable any insurance assessment, reserve, special deposit or similar requirement against any Funding Liability or the Letters of Credit, (b) impose, modify, increase or deem applicable any other requirement or condition with respect to any Funding Liability or the Letters of Credit, or (c) change the basis of taxation of Funding Liabilities or payments in respect of any Letter of Credit (other than changes in the rate of taxes measured by the overall net income of such Lender) and the effect of any of the foregoing shall be to increase the cost to any Lender of issuing, making, funding or maintaining its respective Percentage Interest in any portion of the Loans or Working Capital Commitments Loan subject to a Eurodollar Pricing Option or any Letter of Credit, to reduce the amounts received or receivable by such Lender under this Agreement or to require such Lender to make any payment or forego any amounts otherwise payable to such Lender under this Agreement, then, within 15 days after the receipt by the Company of a certificate from such Lender setting forth why it is claiming compensation under this Section 3.5 and computations (in reasonable detail) of the amount thereof, the Company shall pay to the Administrative Agent for the account of such Lender such additional amounts as are specified by such Lender in such certificate as sufficient to compensate such Lender for such increased cost or such reduction, together with interest at the Overdue Rate on such amount from the 15th day after receipt of such certificate until payment in full thereof; provided, however, that the foregoing provisions shall not apply to any Tax or to any reserves which are included in computing the Eurodollar Reserve Rate. The determination by such Lender of the amount of such costs shall, in the absence of demonstrable error, be conclusive. The Company shall be entitled to replace any such Lender in accordance with Section 13.3.