Common use of Reserve Requirements Clause in Contracts

Reserve Requirements. Change in Circumstances (a) Notwithstanding any other provision herein, if after the date of this Agreement any Regulatory Change (i) shall change the basis of taxation of payments to any Bank of the principal of or interest on any Eurodollar Loan or Fixed Rate Loan made by such Bank or any other fees or amounts payable hereunder (other than (x) Taxes imposed on or measured by the capital, receipts or franchises of such Bank or the overall gross or net income of such Bank by the jurisdiction in which such Bank has its principal office or by any political subdivision or taxing authority therein (or any Tax which is enacted or adopted by such jurisdiction, political subdivision, or taxing authority as a direct substitute for any such Taxes) or (y) any Tax, assessment, or other governmental charge that would not have been imposed but for the failure of any Bank to comply with any certification, information, documentation, or other reporting requirement), (ii) shall impose, modify, or deem applicable any reserve, special deposit, or similar requirement with respect to any Eurodollar Loan against assets of, deposits with or for the account of, or credit extended by, such Bank under this Agreement (without duplication of any amounts paid pursuant to Section 2.9(d)), or (iii) with respect to any Eurodollar Loan, shall impose on such Bank or the Eurodollar Interbank Market any other condition affecting this Agreement or any Eurodollar Loan made by such Bank, and the result of any of the foregoing shall be to materially increase the actual cost to such Bank of maintaining its Commitment or of making or maintaining any Eurodollar Loan or Fixed Rate Loan or to materially reduce the amount of any sum received or receivable by such Bank hereunder (whether of principal, interest, or otherwise) in respect thereof, then the Company shall pay to the Administrative Agent for the account of such Bank, within ten days following delivery to the Company of the certificate specified in paragraph (c) below by such Bank, such additional amount or amounts as will reimburse such Bank for such increase or reduction to such Bank to the extent reasonably allocable to this Agreement. (b) If any Bank shall have determined in good faith that any Regulatory Change regarding capital adequacy or compliance by any Bank (or its parent or any lending office of such Bank) with any request or directive regarding capital adequacy (whether or not having the force of Law) of any Tribunal, monetary authority, central bank, or comparable agency, has or would have the effect of reducing the rate of return on such Bank's (or its parent's) capital as a consequence of its obligations hereunder to a level below that which such Bank (or its parent) could have achieved but for such Regulatory Change, or compliance (taking into consideration such Bank's policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time, the Company shall pay to the Administrative Agent for the account of such Bank, within ten days following delivery to the Company of the certificate specified in paragraph (c) below by such Bank, such additional amount or amounts as will reimburse such Bank (or its parent) for such reduction. (c) Each Bank shall notify the Company of any event occurring after the date hereof entitling such Bank to compensation under paragraph (a) or (b) of this Section 2.13 (together with a good faith estimate of the amounts it would be entitled to claim in respect of such event) as promptly as practicable, but in any event on or before the date which is 60 days after the related Regulatory Change or other event; provided that (i) if such Bank fails to give such notice by such date, such Bank shall, with respect to compensation payable pursuant to paragraph (a) or (b) of this Section 2.13 in respect of any costs resulting from such Regulatory Change or other event, only be entitled to payment under paragraph (a) or (b) of this Section 2.13 for costs incurred from and after the date of such notice and (ii) such Bank will take such reasonable actions, if any (including the designation of a different Applicable Lending Office for the Loans of such Bank affected by such event) to avoid the need for, or reduce the amount of, such compensation so long as such actions will not, in the reasonable opinion of such Bank, be materially disadvantageous to such Bank. A certificate of a Bank setting forth in reasonable detail (i) the Regulatory Change or other event giving rise to any costs, (ii) such amount or amounts as shall be necessary to reimburse such Bank (or participating banks or other entities pursuant to Section 9.11) as specified in paragraph (a) or (b) of this Section 2.13. as the case may be, and (iii) the calculation of such amount or amounts, shall be delivered to the Company (with a copy to the Administrative Agent) promptly after such Bank determines it is entitled to payment under this Section 2.13. and shall be conclusive and binding absent manifest error. In preparing such certificate, such Bank may employ such assumptions and allocations of costs and expenses as it shall in good xxxxx xxxx reasonable and may use any reasonable averaging and attribution method. (d) In the event any Bank shall seek payment pursuant to this Section 2.13 or the events contemplated under Section 2.11 or Section 2.14 shall have occurred with respect to any Bank, the Company may, provided no Event of Default has occurred and is continuing, give notice to such Bank (with copies to the Agents) that it wishes to seek one or more assignees (which may be one or more of the Banks, but which may not be a Person who would be entitled at such time to claim payment pursuant to this Section 2.13 or with respect to which any of the events contemplated under Section 2.11 or Section 2.14 would exist at such time if such Person were a Bank under this Agreement) to assume the Commitment of such Bank and to purchase its outstanding Loans and Notes (if any). Each Bank requesting payment pursuant to this Section 2.13. or with respect to which any of the events contemplated under Section 2.11 or Section 2.14 have occurred, agrees to sell its Commitment, Loans, Notes (if any), and interest in this Agreement and the other Loan Papers pursuant to Section 9.11 (c) to any such assignee approved by the Company and the Administrative Agent for an amount equal to the sum of the outstanding unpaid principal of and accrued interest on such Loans and Notes (if any) plus all other fees and amounts (including, without limitation, any payment claimed by such Bank under this Section, 2.13 and as to which such Bank has delivered the certificate required by Section 2.13 (c) on or before the date such Commitment, Loans, and Notes (if any) are purchased) due such Bank hereunder calculated, in each case, to the date such Commitment, Loans, Notes (if any) and interest are purchased, whereupon such Bank shall have no further Commitment or other obligation to the Company hereunder or under any other Loan Paper. (e) Notwithstanding anything herein to the contrary, no Bank or participant shall be entitled to any payment under this Section 2.13 with respect to any Competitive Loan. (f) Without prejudice to the survival of any other obligations of the Company hereunder, the obligations of the Company under this Section 2.13 shall survive for one year after the termination of this Agreement and/or the payment or assignment of any of the Loans or Notes.

Reserve Requirements. Change in Circumstances: (a) Notwithstanding any other provision herein, if after the date of this Agreement any Regulatory Change (i) shall change in applicable law or regulation or in the basis of taxation of payments to any Bank of the principal of interpretation or interest on any Eurodollar Loan or Fixed Rate Loan made by such Bank or any other fees or amounts payable hereunder (other than (x) Taxes imposed on or measured by the capital, receipts or franchises of such Bank or the overall gross or net income of such Bank by the jurisdiction in which such Bank has its principal office or administration thereof by any political subdivision governmental authority charged with the interpretation or taxing authority therein administration thereof (whether or any Tax which is enacted or adopted by such jurisdiction, political subdivision, or taxing authority as a direct substitute for any such Taxes) or (y) any Tax, assessment, or other governmental charge that would not have been imposed but for having the failure force of any Bank to comply with any certification, information, documentation, or other reporting requirement), (iilaw) shall impose, modify, modify or deem applicable any reserve, special deposit, deposit or similar requirement with respect to any Eurodollar Loan against assets of, deposits with or for the account of, of or credit extended by, such Bank under this Agreement (without duplication of any amounts paid pursuant to Section 2.9(d))by Lender, or (iii) with respect to any Eurodollar Loan, shall impose on such Bank or the Eurodollar Interbank Market Lender any other condition affecting this Agreement Agreement, Lender's commitment or any Eurodollar the Loan made extended by such BankLender, and the result of any of the foregoing shall be to materially increase the actual cost to such Bank of maintaining its Commitment or Lender of making or maintaining any Eurodollar Loan or Fixed Rate such Loan or to materially reduce the amount of any sum received or receivable by such Bank Lender hereunder (whether of principal, interest, interest or otherwise) in respect thereofby an amount deemed by Lender to be material, then the Company shall pay Borrower will, subject to the Administrative Agent for the account of such Bank, within ten days following delivery to the Company of the certificate specified in paragraph subpart (c) below by such Bankbelow, pay to Lender upon demand such additional amount or amounts as will reimburse such Bank compensate Lender for such increase additional costs incurred or reduction to such Bank to the extent reasonably allocable to this Agreementsuffered. (b) If any Bank Lender shall have determined in good faith that after the date of this Agreement the applicability of any Regulatory Change law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards," or the adoption after the date hereof, of any other law, rule, regulation or guideline regarding capital adequacy 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 Lender (or its parent or any lending office of such BankLender) or Lender's holding company with any request or directive regarding capital adequacy (whether or not having the force of Lawlaw) of any Tribunal, monetary such authority, central bank, bank or comparable agency, has or would have the effect of reducing the rate of return on such BankLender's (capital or its parent's) on the capital of Lender's holding company, if any, as a consequence of its obligations hereunder this Agreement, Lender's commitment or any Loan advance by Lender pursuant hereto to a level below that which such Bank (Lender or its parent) Lender's holding company could have achieved but for such Regulatory Changeadoption, change or compliance (taking into consideration such BankLender's policies and the policies of Lender's holding company with respect to capital adequacy) by an amount deemed by such Bank Lender to be material, then from time to timetime the Borrower shall, the Company shall pay subject to the Administrative Agent for the account of such Bank, within ten days following delivery to the Company of the certificate specified in paragraph subpart (c) below by such Bankbelow, pay to Lender such additional amount or amounts as will reimburse compensate Lender or Lender's holding company for any such Bank (or its parent) for such reductionreduction suffered. (c) Each Bank shall notify the Company of any event occurring after the date hereof entitling such Bank to compensation under paragraph (a) or (b) of this Section 2.13 (together with a good faith estimate of the amounts it would be entitled to claim in respect of such event) as promptly as practicable, but in any event on or before the date which is 60 days after the related Regulatory Change or other event; provided that (i) if such Bank fails to give such notice by such date, such Bank shall, with respect to compensation payable pursuant to paragraph (a) or (b) of this Section 2.13 in respect of any costs resulting from such Regulatory Change or other event, only be entitled to payment under paragraph (a) or (b) of this Section 2.13 for costs incurred from and after the date of such notice and (ii) such Bank will take such reasonable actions, if any (including the designation of a different Applicable Lending Office for the Loans of such Bank affected by such event) to avoid the need for, or reduce the amount of, such compensation so long as such actions will not, in the reasonable opinion of such Bank, be materially disadvantageous to such Bank. A certificate of a Bank Lender setting forth in reasonable detail (i) the Regulatory Change or other event giving rise to any costs, (ii) such amount or amounts (including computation of such amount or amounts) as shall be necessary to reimburse such Bank (compensate Lender or participating banks or other entities pursuant to Section 9.11) its holding company as specified in paragraph (a) or (b) of this Section 2.13. above, as the case may be, and (iii) the calculation of such amount or amounts, shall be delivered to the Company (with a copy Borrower not less than 30 days prior to the Administrative Agentdate (the "Implementation Date") promptly after such Bank determines it is entitled additional compensation will be implemented, retroactively if necessary but in no event with respect to payment under this Section 2.13increased costs or reduction in amounts received or receivable or in return on capital incurred or suffered with respect to any period more than 90 days prior to delivery of such certificate. and shall be conclusive and binding absent manifest error. In preparing Within 30 days of delivery to Borrower of such certificate, such Bank Borrower may employ such assumptions by written notice to Lender elect to terminate the Loan effective as of the Implementation Date, in which event Borrower shall on the Implementation Date repay to Lender all principal, interest and allocations of costs other reasonable fees and expenses owing under this Agreement (including the additional compensation otherwise due by reason of this Section 2.10 through the date of final repayment) and release Lender from any further commitment or obligation hereunder. If Borrower does not elect to terminate the Loan as it aforesaid, Borrower shall in good xxxxx xxxx reasonable and may use on the Implementation Date pay to Lender the amount shown as due on any reasonable averaging and attribution methodsuch certificate. (d) In Failure on the event part of Lender to demand compensation for any Bank shall seek payment pursuant to this Section 2.13 increased costs or the events contemplated under Section 2.11 reduction in amounts received or Section 2.14 shall have occurred receivable or reduction in return on capital with respect to any Bankperiod shall not, the Company mayexcept as next noted, provided no Event constitute a waiver of Default has occurred and is continuing, give notice Lender's right to such Bank (with copies to the Agents) that it wishes to seek one or more assignees (which may be one or more of the Banks, but which may not be a Person who would be entitled at such time to claim payment pursuant to this Section 2.13 or demand compensation with respect to which any of the events contemplated under Section 2.11 such period or Section 2.14 would exist at such time if such Person were a Bank under this Agreement) to assume the Commitment of such Bank and to purchase its outstanding Loans and Notes (if any). Each Bank requesting payment pursuant to this Section 2.13. or with respect to which any of the events contemplated under Section 2.11 or Section 2.14 have occurred, agrees to sell its Commitment, Loans, Notes (if any), and interest in this Agreement and the other Loan Papers pursuant to Section 9.11 (c) to any such assignee approved by the Company and the Administrative Agent for an amount equal to the sum of the outstanding unpaid principal of and accrued interest on such Loans and Notes (if any) plus all other fees and amounts (including, without limitation, any payment claimed by such Bank under this Section, 2.13 and as to which such Bank has delivered the certificate required by Section 2.13 (c) on or before the date such Commitment, Loans, and Notes (if any) are purchased) due such Bank hereunder calculated, in each case, to the date such Commitment, Loans, Notes (if any) and interest are purchased, whereupon such Bank shall have no further Commitment or other obligation to the Company hereunder or under any other Loan Paper. (e) Notwithstanding anything herein to the contraryperiod, no Bank or participant provided, that Lender shall not be entitled to compensation for any payment under this Section 2.13 increased costs or any such reduction with respect to any Competitive Loan. period more than 90 days prior to delivery of a certificate as set forth in subparagraph (fc) Without prejudice above. The protection of this Section shall be available to the survival Lender regardless of any other obligations possible contention of the Company hereunder, the obligations invalidity or inapplicability of the Company law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed. Each determination by Lender under this Section 2.13 shall survive for one year after the termination of this Agreement and/or the payment or assignment of any of the Loans or Notesbe in good faith and shall be conclusive absent manifest error.

Reserve Requirements. Change in Capital Adequacy Circumstances. (a) Notwithstanding any other provision herein, if after any change in applicable law or regulation or in the date interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of this Agreement any Regulatory Change (ilaw) shall impose any tax on or change the basis of taxation of payments to the Letter of Credit Issuer or any Bank Lender or any Affiliate of a Lender of the principal of or interest on any Eurodollar Loan or Fixed Rate Loan made by such Bank Lender or of any other fees or amounts payable hereunder (other than (x) Taxes taxes imposed on or measured by the capital, receipts or franchises of such Bank or the overall gross or net income of the Letter of Credit Issuer or such Bank Lender or such Affiliate by the jurisdiction in which the Letter of Credit Issuer or such Bank Lender or such Affiliate has its principal office or by any political subdivision or taxing authority therein (or any Tax which is enacted or adopted by such jurisdiction, political subdivisiontherein), or taxing authority as a direct substitute for any such Taxes) or (y) any Tax, assessment, or other governmental charge that would not have been imposed but for the failure of any Bank to comply with any certification, information, documentation, or other reporting requirement), (ii) shall impose, modify, modify or deem applicable any reserve, special deposit, deposit or similar requirement with respect to any Eurodollar Loan against assets of, deposits with or for the account of, of or credit extended by, by the Letter of Credit Issuer or such Bank under this Agreement Lender or Affiliate of such Lender (without duplication of except any amounts paid pursuant to Section 2.9(d)), such reserve requirement that is reflected in Reserve Requirements) or (iii) with respect to any Eurodollar Loan, shall impose on the Letter of Credit Issuer or such Bank Lender or the Eurodollar Interbank Market such Affiliate any other condition affecting this Agreement agreement or any Eurodollar Loan Loans made by such Bank, Lender or any Letter of Credit Issuer and the result of any of the foregoing shall be to materially increase the actual cost to the Letter of Credit Issuer or such Bank of maintaining its Commitment or Lender of making or maintaining any Eurodollar Loan or Fixed Rate Loan issuing any Letter of Credit or to materially reduce the amount of any sum received or receivable by the Letter of Credit Issuer or such Bank Lender hereunder (whether of principal, interest, interest or otherwise) in respect thereof, thereof by an amount deemed by the Letter of Credit Issuer or such Lender to be material then the Company Borrower shall pay to the Administrative Agent for the account Letter of Credit Issuer or such Bank, within ten days following delivery to the Company of the certificate specified in paragraph (c) below by such Bank, Lender such additional amount or amounts as will reimburse compensate the Letter of Credit Issuer or such Bank Lender for such increase additional costs incurred or reduction to such Bank suffered. Any amount or amounts payable by the Borrower to the extent reasonably allocable Letter of Credit Issuer or any Lender in accordance with the provisions of this Section 2.11 (a) shall be paid by the Borrower to this Agreementthe Letter of Credit Issuer or such Lender within ten (10) days after receipt by the Borrower from the Letter of Credit Issuer or such Lender of a statement setting forth in reasonable detail the amount or amounts due and the basis for the determination from time to time of such amount or amounts, which statement shall be conclusive and binding absent manifest error. (b) If the Letter of Credit Issuer or any Bank Lender shall have reasonably determined in good faith that the adoption of any Regulatory Change applicable law, rule or regulation regarding capital adequacy 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 any Bank the Letter of Credit Issuer or by such Lender (or its parent or any lending office of such BankLender) or by any Affiliate of such Lender, as the case may be, with any request or directive regarding capital adequacy (whether or not having the force of Lawlaw) of any Tribunal, monetary such authority, central bank, bank or comparable agency, has or would have the effect of reducing the rate of return on the Letter of Credit Issuer's or such BankLender's (capital or its parent's) on the capital of such Lender's Affiliate, as the case may be, as a consequence of its the Letter of Credit Issuer's obligations hereunder or such Lender's obligations under this Agreement and the Related Documents to a level below that which the Letter of Credit Issuer or such Bank (Lender or its parent) could have achieved but for such Regulatory ChangeLender's Affiliate, or compliance (taking into consideration such Bank's policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time, the Company shall pay to the Administrative Agent for the account of such Bank, within ten days following delivery to the Company of the certificate specified in paragraph (c) below by such Bank, such additional amount or amounts as will reimburse such Bank (or its parent) for such reduction. (c) Each Bank shall notify the Company of any event occurring after the date hereof entitling such Bank to compensation under paragraph (a) or (b) of this Section 2.13 (together with a good faith estimate of the amounts it would be entitled to claim in respect of such event) as promptly as practicable, but in any event on or before the date which is 60 days after the related Regulatory Change or other event; provided that (i) if such Bank fails to give such notice by such date, such Bank shall, with respect to compensation payable pursuant to paragraph (a) or (b) of this Section 2.13 in respect of any costs resulting from such Regulatory Change or other event, only be entitled to payment under paragraph (a) or (b) of this Section 2.13 for costs incurred from and after the date of such notice and (ii) such Bank will take such reasonable actions, if any (including the designation of a different Applicable Lending Office for the Loans of such Bank affected by such event) to avoid the need for, or reduce the amount of, such compensation so long as such actions will not, in the reasonable opinion of such Bank, be materially disadvantageous to such Bank. A certificate of a Bank setting forth in reasonable detail (i) the Regulatory Change or other event giving rise to any costs, (ii) such amount or amounts as shall be necessary to reimburse such Bank (or participating banks or other entities pursuant to Section 9.11) as specified in paragraph (a) or (b) of this Section 2.13. as the case may be, and (iii) the calculation of such amount or amounts, shall be delivered to the Company (with a copy to the Administrative Agent) promptly after such Bank determines it is entitled to payment under this Section 2.13. and shall be conclusive and binding absent manifest error. In preparing such certificate, such Bank may employ such assumptions and allocations of costs and expenses as it shall in good xxxxx xxxx reasonable and may use any reasonable averaging and attribution method. (d) In the event any Bank shall seek payment pursuant to this Section 2.13 or the events contemplated under Section 2.11 or Section 2.14 shall have occurred with respect to any Bank, the Company may, provided no Event of Default has occurred and is continuing, give notice to such Bank (with copies to the Agents) that it wishes to seek one or more assignees (which may be one or more of the Banks, but which may not be a Person who would be entitled at such time to claim payment pursuant to this Section 2.13 or with respect to which any of the events contemplated under Section 2.11 or Section 2.14 would exist at such time if such Person were a Bank under this Agreement) to assume the Commitment of such Bank and to purchase its outstanding Loans and Notes (if any). Each Bank requesting payment pursuant to this Section 2.13. or with respect to which any of the events contemplated under Section 2.11 or Section 2.14 have occurred, agrees to sell its Commitment, Loans, Notes (if any), and interest in this Agreement and the other Loan Papers pursuant to Section 9.11 (c) to any such assignee approved by the Company and the Administrative Agent for an amount equal to the sum of the outstanding unpaid principal of and accrued interest on such Loans and Notes (if any) plus all other fees and amounts (including, without limitation, any payment claimed by such Bank under this Section, 2.13 and as to which such Bank has delivered the certificate required by Section 2.13 (c) on or before the date such Commitment, Loans, and Notes (if any) are purchased) due such Bank hereunder calculated, in each case, to the date such Commitment, Loans, Notes (if any) and interest are purchased, whereupon such Bank shall have no further Commitment or other obligation to the Company hereunder or under any other Loan Paper. (e) Notwithstanding anything herein to the contrary, no Bank or participant shall be entitled to any payment under this Section 2.13 with respect to any Competitive Loan. (f) Without prejudice to the survival of any other obligations of the Company hereunder, the obligations of the Company under this Section 2.13 shall survive for one year after the termination of this Agreement and/or the payment or assignment of any of the Loans or Notes.could have

Reserve Requirements. Change in Circumstances . (a) --------------------------------------------- Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement any Regulatory Change change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (iwhether or not having the force of law) shall change the basis of taxation of payments to any Lender or the Issuing Bank of the principal of or interest on any Eurodollar Loan or Fixed Rate Loan made by such Bank Lender or any Fees or other fees or amounts payable hereunder (other than (x) Taxes changes in respect of taxes imposed on or measured by the capital, receipts or franchises of such Bank or the overall gross or net income of such Lender or the Issuing Bank by the jurisdiction in which such Lender or the Issuing Bank has its principal office or by any political subdivision or taxing authority therein (or any Tax which is enacted or adopted by such jurisdiction, political subdivisiontherein), or taxing authority as a direct substitute for any such Taxes) or (y) any Tax, assessment, or other governmental charge that would not have been imposed but for the failure of any Bank to comply with any certification, information, documentation, or other reporting requirement), (ii) shall impose, modify, modify or deem applicable any reserve, special deposit, deposit or similar requirement with respect to any Eurodollar Loan against assets of, deposits with or for the account of, of or credit extended by, by any Lender or the Issuing Bank (except any such Bank under this Agreement (without duplication of any amounts paid pursuant to Section 2.9(d)), reserve requirement that is reflected in the Adjusted LIBO Rate) or (iii) with respect to any Eurodollar Loan, shall impose on such Lender or the Issuing Bank or the Eurodollar Interbank Market London interbank market any other condition affecting this Agreement or any Eurodollar Loan Loans made by such BankLender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to materially increase the actual cost to such Lender or the Issuing Bank of maintaining its Commitment or of making or maintaining any Eurodollar Loan or Fixed Rate Loan increase the cost to any Lender of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to materially reduce the amount of any sum received or receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest, interest or otherwise) in respect thereofby an amount deemed by such Lender or the Issuing Bank to be material, then the Company shall Borrower will pay to such Lender or the Administrative Agent for the account of such Issuing Bank, within ten days following delivery to as the Company of the certificate specified in paragraph (c) below by such Bankcase may be, upon demand such additional amount or amounts as will reimburse compensate such Bank for such increase Lender or reduction to such Bank to the extent reasonably allocable to this Agreement. (b) If any Bank shall have determined in good faith that any Regulatory Change regarding capital adequacy or compliance by any Bank (or its parent or any lending office of such Bank) with any request or directive regarding capital adequacy (whether or not having the force of Law) of any Tribunal, monetary authority, central bank, or comparable agency, has or would have the effect of reducing the rate of return on such Bank's (or its parent's) capital as a consequence of its obligations hereunder to a level below that which such Bank (or its parent) could have achieved but for such Regulatory Change, or compliance (taking into consideration such Bank's policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time, the Company shall pay to the Administrative Agent for the account of such Issuing Bank, within ten days following delivery to the Company of the certificate specified in paragraph (c) below by such Bank, such additional amount or amounts as will reimburse such Bank (or its parent) for such reduction. (c) Each Bank shall notify the Company of any event occurring after the date hereof entitling such Bank to compensation under paragraph (a) or (b) of this Section 2.13 (together with a good faith estimate of the amounts it would be entitled to claim in respect of such event) as promptly as practicable, but in any event on or before the date which is 60 days after the related Regulatory Change or other event; provided that (i) if such Bank fails to give such notice by such date, such Bank shall, with respect to compensation payable pursuant to paragraph (a) or (b) of this Section 2.13 in respect of any costs resulting from such Regulatory Change or other event, only be entitled to payment under paragraph (a) or (b) of this Section 2.13 for costs incurred from and after the date of such notice and (ii) such Bank will take such reasonable actions, if any (including the designation of a different Applicable Lending Office for the Loans of such Bank affected by such event) to avoid the need for, or reduce the amount of, such compensation so long as such actions will not, in the reasonable opinion of such Bank, be materially disadvantageous to such Bank. A certificate of a Bank setting forth in reasonable detail (i) the Regulatory Change or other event giving rise to any costs, (ii) such amount or amounts as shall be necessary to reimburse such Bank (or participating banks or other entities pursuant to Section 9.11) as specified in paragraph (a) or (b) of this Section 2.13. as the case may be, and (iii) the calculation of for such amount additional costs incurred or amounts, shall be delivered to the Company (with a copy to the Administrative Agent) promptly after such Bank determines it is entitled to payment under this Section 2.13. and shall be conclusive and binding absent manifest error. In preparing such certificate, such Bank may employ such assumptions and allocations of costs and expenses as it shall in good xxxxx xxxx reasonable and may use any reasonable averaging and attribution methodreduction suffered. (d) In the event any Bank shall seek payment pursuant to this Section 2.13 or the events contemplated under Section 2.11 or Section 2.14 shall have occurred with respect to any Bank, the Company may, provided no Event of Default has occurred and is continuing, give notice to such Bank (with copies to the Agents) that it wishes to seek one or more assignees (which may be one or more of the Banks, but which may not be a Person who would be entitled at such time to claim payment pursuant to this Section 2.13 or with respect to which any of the events contemplated under Section 2.11 or Section 2.14 would exist at such time if such Person were a Bank under this Agreement) to assume the Commitment of such Bank and to purchase its outstanding Loans and Notes (if any). Each Bank requesting payment pursuant to this Section 2.13. or with respect to which any of the events contemplated under Section 2.11 or Section 2.14 have occurred, agrees to sell its Commitment, Loans, Notes (if any), and interest in this Agreement and the other Loan Papers pursuant to Section 9.11 (c) to any such assignee approved by the Company and the Administrative Agent for an amount equal to the sum of the outstanding unpaid principal of and accrued interest on such Loans and Notes (if any) plus all other fees and amounts (including, without limitation, any payment claimed by such Bank under this Section, 2.13 and as to which such Bank has delivered the certificate required by Section 2.13 (c) on or before the date such Commitment, Loans, and Notes (if any) are purchased) due such Bank hereunder calculated, in each case, to the date such Commitment, Loans, Notes (if any) and interest are purchased, whereupon such Bank shall have no further Commitment or other obligation to the Company hereunder or under any other Loan Paper. (e) Notwithstanding anything herein to the contrary, no Bank or participant shall be entitled to any payment under this Section 2.13 with respect to any Competitive Loan. (f) Without prejudice to the survival of any other obligations of the Company hereunder, the obligations of the Company under this Section 2.13 shall survive for one year after the termination of this Agreement and/or the payment or assignment of any of the Loans or Notes.

Reserve Requirements. Change in Circumstances. (a) Notwithstanding any other provision hereinof this Amended Agreement, if after the date of this Amended Agreement any Regulatory Change change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (iwhether or not having the force of law) shall change the basis of taxation of payments to any Lender or the Issuing Bank of the principal of or interest on any Eurodollar Loan or Fixed Rate Loan made by such Bank Lender or any other fees or other amounts payable hereunder (other than (x) Taxes changes in respect of taxes imposed on or measured by the capital, receipts or franchises of such Bank or the overall gross or net income of such Lender or the Issuing Bank by the jurisdiction in which such Lender or the Issuing Bank has its principal office or by any political subdivision or taxing authority therein (or any Tax which is enacted or adopted by such jurisdiction, political subdivisiontherein), or taxing authority as a direct substitute for any such Taxes) or (y) any Tax, assessment, or other governmental charge that would not have been imposed but for the failure of any Bank to comply with any certification, information, documentation, or other reporting requirement), (ii) shall impose, modify, modify or deem applicable any reserve, special deposit, deposit or similar requirement with respect to any Eurodollar Loan against assets of, deposits with or for the account of, of or credit extended by, such by any Lender or the Issuing Bank under this Agreement (without duplication of any amounts paid pursuant to Section 2.9(d)), or (iii) with respect to any Eurodollar Loan, shall impose on such Bank Lender or the Eurodollar Interbank Market Issuing Bank any other condition affecting this Amended Agreement or any Eurodollar Loan the Loans made by such BankLender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to materially increase the actual cost to such Lender or the Issuing Bank of maintaining its Commitment or of making or maintaining any Eurodollar Loan or Fixed Rate Loan increase the cost to any Lender of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to materially reduce the amount of any sum received or receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest, interest or otherwise) in respect thereofby an amount deemed by such Lender or the Issuing Bank to be material, then the Company shall Borrower will pay to such Lender or the Administrative Agent for the account of such Issuing Bank, within ten days following delivery to as the Company of the certificate specified in paragraph (c) below by such Bankcase may be, upon demand such additional amount or amounts as will reimburse compensate such Bank Lender or the Issuing Bank, as the case may be, for such increase additional costs incurred or reduction to such Bank to the extent reasonably allocable to this Agreementsuffered. (b) If any Lender or the Issuing Bank shall have determined in good faith that the adoption after the date hereof of any Regulatory Change law, rule, regulation, agreement or guideline regarding capital adequacy adequacy, or any change after the date hereof in any such law, rule, regulation, agreement or guideline or in the interpretation or administration thereof by any Governmental Authority (including the 38 34 National Association of Insurance Commissioners) charged with the interpretation or administration thereof, or compliance by any Bank Lender (or its parent or any lending office of such Lender) or the Issuing Bank or any Lender's or the Issuing Bank) 's holding company with any request or directive regarding capital adequacy (whether or not having the force of Lawlaw) of any Tribunal, monetary authority, central bank, or comparable agency, Governmental Authority has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's (capital or its parent's) on the capital of such Lender's or the Issuing Bank's holding company, if any, as a consequence of its obligations hereunder this Amended Agreement or the Loans made or participations in Letters of Credit purchased by such Lender pursuant hereto or the Letters of Credit issued by the Issuing Bank pursuant hereto to a level below that which such Lender or the Issuing Bank (or its parent) such Lender's or the Issuing Bank's holding company could have achieved but for such Regulatory Changeapplicability, adoption, change or compliance (taking into consideration such Lender's or the Issuing Bank's policies and the policies of such Lender's or the Issuing Bank's holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material, then then, from time to time, time the Company Borrower shall pay to such Lender or the Administrative Agent for the account of such Issuing Bank, within ten days following delivery to as the Company of the certificate specified in paragraph (c) below by such Bankcase may be, such additional amount or amounts as will reimburse compensate such Lender or the Issuing Bank (or its parent) such Lender's or the Issuing Bank's holding company for any such reductionreduction suffered. (c) Each Bank shall notify the Company of any event occurring after the date hereof entitling such Bank to compensation under paragraph (a) or (b) of this Section 2.13 (together with a good faith estimate of the amounts it would be entitled to claim in respect of such event) as promptly as practicable, but in any event on or before the date which is 60 days after the related Regulatory Change or other event; provided that (i) if such Bank fails to give such notice by such date, such Bank shall, with respect to compensation payable pursuant to paragraph (a) or (b) of this Section 2.13 in respect of any costs resulting from such Regulatory Change or other event, only be entitled to payment under paragraph (a) or (b) of this Section 2.13 for costs incurred from and after the date of such notice and (ii) such Bank will take such reasonable actions, if any (including the designation of a different Applicable Lending Office for the Loans of such Bank affected by such event) to avoid the need for, or reduce the amount of, such compensation so long as such actions will not, in the reasonable opinion of such Bank, be materially disadvantageous to such Bank. A certificate of a Lender or the Issuing Bank setting forth in reasonable detail (i) the Regulatory Change or other event giving rise to any costscircumstances requiring the payment of compensation, (ii) such the calculations with respect thereto, and the amount or amounts as shall be necessary to reimburse compensate such Lender or the Issuing Bank (or participating banks or other entities pursuant to Section 9.11) its holding company, as applicable, as specified in paragraph (a) or (b) of this Section 2.13. as the case may be, and (iii) the calculation of such amount or amounts, above shall be delivered to the Company (with a copy to the Administrative Agent) promptly after such Bank determines it is entitled to payment under this Section 2.13. Borrower and shall be conclusive and binding absent manifest error. In preparing The Borrower shall pay such certificate, Lender or the Issuing Bank the amount shown as due on any such Bank may employ such assumptions and allocations certificate delivered by it within 10 days after its receipt of costs and expenses as it shall in good xxxxx xxxx reasonable and may use any reasonable averaging and attribution methodthe same. (d) In Failure or delay on the event part of any Bank shall seek payment pursuant to this Section 2.13 Lender or the events contemplated under Section 2.11 Issuing Bank to demand compensation for any increased costs or Section 2.14 shall have occurred reduction in amounts received or receivable or reduction in return on capital with respect to any period within 120 days after the end of such period shall constitute a waiver of such Lender's or the Issuing Bank, the Company may, provided no Event of Default has occurred and is continuing, give notice 's right to demand such Bank (with copies to the Agents) that it wishes to seek one or more assignees (which may be one or more of the Banks, but which may not be a Person who would be entitled at such time to claim payment pursuant to this Section 2.13 or compensation with respect to which any of the events contemplated under Section 2.11 or Section 2.14 would exist at such time if such Person were a Bank under this Agreement) to assume the Commitment of such Bank and to purchase its outstanding Loans and Notes (if any). Each Bank requesting payment pursuant to this Section 2.13. or with respect to which any of the events contemplated under Section 2.11 or Section 2.14 have occurredperiod, agrees to sell its Commitment, Loans, Notes (if any), and interest in this Agreement and the other Loan Papers pursuant to Section 9.11 (c) to any such assignee approved by the Company and the Administrative Agent for an amount equal to the sum of the outstanding unpaid principal of and accrued interest on such Loans and Notes (if any) plus all other fees and amounts (including, without limitation, any payment claimed by such Bank under this Section, 2.13 and as to which such Bank has delivered the certificate required by Section 2.13 (c) on or before the date such Commitment, Loans, and Notes (if any) are purchased) due such Bank hereunder calculated, in each case, to the date such Commitment, Loans, Notes (if any) and interest are purchased, whereupon such Bank shall have no further Commitment or other obligation to the Company hereunder or under any other Loan Paper. (e) Notwithstanding anything herein to the contrary, no Bank or participant shall be entitled to any payment under this Section 2.13 but not with respect to any Competitive Loan. (f) Without prejudice other period. The protection of this Section 2.14 shall be available to each Lender and the survival Issuing Bank regardless of any other obligations possible contention of the Company hereunder, the obligations invalidity or inapplicability of the Company under this Section 2.13 law, rule, regulation, agreement, guideline or other change or condition that shall survive for one year after the termination of this Agreement and/or the payment have occurred or assignment of any of the Loans or Notesbeen imposed.