Common use of Reserves and Similar Requirements Clause in Contracts

Reserves and Similar Requirements. If at any time or from time to time after the date of this Agreement any Directive, or a change in any existing or future Directive (including any change resulting from the operation of any transitional or phase-in requirements) or in the interpretation or application thereof by any judicial authority or other Governmental Authority, or any action pursuant thereto, or compliance in good faith by Agent or any Bank with any request or Directive imposed or modified by any central bank or by any other financial authority, monetary authority or other Governmental Authority (any of the foregoing, a “Change in Directives”, and Agent, or any Bank, if subject to a Change in Directives, an “Affected Person”)) shall (i) impose, increase, modify or apply any reserve (including basic, supplemental, marginal and emergency reserves, but excluding reserve requirements which are expressly included in the determination of any interest rate pursuant to the provisions hereof), special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities with or for the account of, or credit extended by, or any other acquisition of funds by, any office of an Affected Person; or (ii) impose on any Affected Person any fee, charge, tax (other than “Indemnified Taxes,”“Other Taxes” and “Excluded Taxes,” to which the provisions of Section 2.8 shall apply) or condition with respect to this Agreement, any Note, any L/C, any Commitment or any part thereof, or any sums outstanding or payable hereunder or thereunder, and the result of any of the foregoing is to increase the cost to such Affected Person of making or maintaining such Commitment or any Loan, or to reduce the amount of any sum received or receivable by such Affected Person with respect to such Commitment, any L/C, any Loan or any interest, Fees or other sums payable hereunder or under any Note, then, upon demand by such Affected Person, Borrower shall, subject to clause (c) of this Section 2.7, pay with respect to any affected Commitment (including Loans thereunder), promptly for the account of the relevant Affected Person, such additional amount or amounts as such Affected Person, in good faith, certifies in writing to Borrower shall compensate such Affected Person for the amount of such increased cost or reduced amount receivable, which certification shall state that similar demands have been made to other customers of such Affected Person that are subject to provisions similar to this Section 2.7(a) and shall be conclusive and binding for all purposes hereof absent manifest error.

Reserves and Similar Requirements. If at any time or from time to time after the date of this Agreement any Directive, or a change in any existing or future Directive (including any change resulting from the operation of any transitional or phase-in requirements) or in the interpretation or application thereof by any governmental or judicial authority or other Governmental Authorityauthority, or any action pursuant thereto, or compliance in good faith by Agent or any Bank with any request or Directive imposed or modified by any central bank or by any other financial authorityfinancial, monetary authority or other Governmental Authority governmental authority (any of the foregoing, a “"Change in Directives”", and Agent, or any Bank, if subject to a Change in Directives, an “"Affected Person”")) shall (i) impose, increase, modify or apply any reserve (including basic, supplemental, marginal and emergency reserves, but excluding reserve requirements which are expressly included in the determination of any interest rate pursuant to the provisions hereof), special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities with or for the account of, or credit extended by, or any other acquisition of funds by, any office of an Affected Person; or (ii) impose on any Affected Person any fee, charge, tax (other than “"Indemnified Taxes,”“Other Taxes” ," "Other Taxes" and “"Excluded Taxes,” " to which the provisions of Section 2.8 shall apply) or condition with respect to this Agreement, any Note, any L/C, any Commitment or any part thereof, or any sums outstanding or payable hereunder or thereunder, and the result of any of the foregoing is to increase the cost to such Affected Person of making or maintaining such Commitment or any Loan, or to reduce the amount of any sum received or receivable by such Affected Person with respect to such Commitment, any L/C, any Loan or any interest, Fees or other sums payable hereunder or under any Note, then, upon demand by such Affected Person, Borrower shall, subject to clause (c) of this Section 2.7, pay with respect to any affected Commitment (including Loans thereunder), promptly for the account of the relevant Affected Person, such additional amount or amounts as such Affected Person, in good faith, certifies in writing to Borrower shall compensate such Affected Person for the amount of such increased cost or reduced amount receivable, which such certification shall state that similar demands have been made to other customers of such Affected Person that are subject to provisions similar to this Section 2.7(a) and shall be conclusive and binding for all purposes hereof absent manifest error.

Reserves and Similar Requirements. If at any time or from time to time after the date of this Agreement any Directive, or a change in any existing or future Directive (including any change resulting from the operation of any transitional or phase-in requirements) or in the interpretation or application thereof by any judicial authority or other Governmental Authority, or any action pursuant thereto, or compliance in good faith by Agent or any Bank with any request or Directive imposed or modified by any central bank or by any other financial authority, monetary authority or other Governmental Authority (any of the foregoing, a “Change in Directives”, and Agent, or any Bank, if subject to a Change in Directives, an “Affected Person”)) shall (i) impose, increase, modify or apply any reserve (including basic, supplemental, marginal and emergency reserves, but excluding reserve requirements which are expressly included in the determination of any interest rate pursuant to the provisions hereof), special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities with or for the account of, or credit extended by, or any other acquisition of funds by, any office of an Affected Person; or (ii) impose on any Affected Person any fee, charge, tax (other than “Indemnified Taxes,”“Other Taxes,” “Other Taxes” and “Excluded Taxes,” to which the provisions of Section 2.8 shall apply) or condition with respect to this Agreement, any Note, any L/C, any Commitment or any part thereof, or any sums outstanding or payable hereunder or thereunder, and the result of any of the foregoing is to increase the cost to such Affected Person of making or maintaining such Commitment or any Loan, or to reduce the amount of any sum received or receivable by such Affected Person with respect to such Commitment, any L/C, any Loan or any interest, Fees or other sums payable hereunder or under any Note, then, upon demand by such Affected Person, Borrower shall, subject to clause (c) of this Section 2.7, pay with respect to any affected Commitment (including Loans thereunder), promptly for the account of the relevant Affected Person, such additional amount or amounts as such Affected Person, in good faith, certifies in writing to Borrower shall compensate such Affected Person for the amount of such increased cost or reduced amount receivable, which certification shall state that similar demands have been made to other customers of such Affected Person that are subject to provisions similar to this Section 2.7(a) and shall be conclusive and binding for all purposes hereof absent manifest error.

Reserves and Similar Requirements. If at any time or from time to time after the date of this Agreement any Directive, or a change in any existing or future Directive (including any change resulting from the operation of any transitional or phase-in requirements) or in the interpretation or application thereof by any governmental or judicial authority or other Governmental Authorityauthority, or any action pursuant thereto, or compliance in good faith by Agent or any Bank with any request or Directive imposed or modified by any central bank or by any other financial authorityfinancial, monetary authority or other Governmental Authority governmental authority (any of the foregoing, a “"Change in Directives”", and Agent, or any Bank, if subject to a Change in Directives, an “"Affected Person”")) shall (i) impose, increase, modify or apply any reserve (including basic, supplemental, marginal and emergency reserves, but excluding reserve requirements which are expressly included in the determination of any interest rate pursuant to the provisions hereof), special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities with or for the account of, or credit extended by, or any other acquisition of funds by, any office of an Affected Person; or (ii) impose on any Affected Person any fee, charge, tax (other than “"Indemnified Taxes,”“Other Taxes” ," "Other Taxes" and “"Excluded Taxes,” " to which the provisions of Section 2.8 shall apply) or condition with respect to this Agreement, any Note, any L/C, any Commitment or any part thereof, or any sums outstanding or payable hereunder or thereunder, and the result of any of the foregoing is to increase the cost to such Affected Person of making or maintaining such Commitment or any Loan, or to reduce the amount of any sum received or receivable by such Affected Person with respect to such Commitment, any L/C, any Loan or any interest, Fees or other sums payable hereunder or under any Note, then, upon demand by such Affected Person, Borrower shall, subject to clause (c) of this Section 2.7, pay with respect to any affected Commitment (including Loans thereunder), promptly for the account of the relevant Affected Person, such additional amount or amounts as such Affected Person, in good faith, certifies in writing to Borrower shall compensate such Affected Person for the amount of such increased cost or reduced amount receivable, which such certification shall state that similar demands have been made to other customers of such Affected Person that are subject to provisions similar to this Section 2.7(a) and shall be conclusive and binding for all purposes hereof absent manifest error.