Common use of RESERVES OR DEPOSIT REQUIREMENTS, ETC Clause in Contracts

RESERVES OR DEPOSIT REQUIREMENTS, ETC. If, at any time, any law, treaty or regulation (including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System) or the interpretation thereof by any governmental authority charged with the administration thereof or any central bank or other fiscal, monetary or other authority shall impose (whether or not having the force of law), modify or deem applicable any reserve and/or special deposit requirement against assets held by, or deposits in or for the amount of any Loan by, Bank, and the result of the foregoing is to increase the cost (whether by incurring a cost or adding to a cost) to Bank of making or maintaining hereunder such Loan or to reduce the amount of principal or interest received by Bank with respect to such Loan, then, upon demand by Bank, Borrower shall pay to Bank from time to time on demand, as additional consideration hereunder, additional amounts sufficient to fully compensate and indemnify Bank for such increased cost or reduced amount, assuming (which assumption Bank need not corroborate) such additional cost or reduced amount was allocable to such Loan; provided, however, Borrower shall only be required to pay such amounts to the extent that Bank is charging such amounts to the majority of its similarly-situated borrowers. A certificate as to the increased cost or reduced amount as a result of any event mentioned in this Section 10.1, setting forth the calculations therefor, shall be promptly submitted by Bank to Borrower and shall, in the absence of manifest error, be conclusive and binding as to the amount thereof. Bank shall notify Borrower as promptly as practicable of the existence of any event that will likely require the payment by Borrower of any such additional amount under this Section.

RESERVES OR DEPOSIT REQUIREMENTS, ETC. If, at any time, any law, treaty or regulation (including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System) or the interpretation thereof by any governmental authority charged with the administration thereof or any central bank or other fiscal, monetary or other authority shall impose (whether or not having the force of law), modify or deem applicable any reserve and/or special deposit requirement against assets held by, or deposits in or for the amount of any Loan by, Bank, and the result of the foregoing is to increase the cost (whether by incurring a cost or adding to a cost) to Bank of making or maintaining hereunder such Loan or to reduce the amount of principal or interest received by Bank with respect to such Loan, then, upon demand by Bank, Borrower shall pay to Bank from time to time on demand, as additional consideration hereunder, additional amounts sufficient to fully compensate and indemnify Bank for such increased cost or reduced amount, assuming (which assumption Bank need not corroborate) such additional cost or reduced amount was allocable to such Loan; provided, however, Borrower shall only be required to pay such amounts to the extent that Bank is charging such amounts to the majority of its similarly-situated borrowers. A certificate as to the increased cost or reduced amount as a result of any event mentioned in this Section 10.13.1, setting forth the calculations therefor, shall be promptly submitted by Bank to Borrower and shall, in the absence of manifest error, be conclusive and binding as to the amount thereof. Bank shall notify Borrower as promptly as practicable of the existence of any event that will likely require the payment by Borrower of any such additional amount under this Section.

RESERVES OR DEPOSIT REQUIREMENTS, ETC. If, If at any time, time any law, treaty or treaty, regulation (including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System), governmental rule or order (whether or not having force of law), including, without limitation, the Dodd-Frank Wall Street Reform and Consumer Pxxxxcxxxx Xxx xr any request, rule, publication, order, guideline or directive thereunder or issued in connection therewith or any request, rule, guideline or directive promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or United States or foreign regulatory authorities, in each case pursuant to Basel III, regardless of the date adopted, enacted, issued, promulgated or implemented, or the interpretation or administration thereof by any governmental authority charged with the administration thereof or any central bank or other fiscal, monetary or other authority shall impose (whether or not having the force of law)impose, modify or deem applicable any reserve and/or special deposit requirement against assets held by, or deposits in or for the amount account of any Loan by, Loans made or Letters of Credit issued or participated in by any Bank, and the result of the foregoing is to increase the cost (whether by incurring a cost or adding to a cost) to such Bank of making making, issuing, participating in or maintaining Loans or Letters of Credit hereunder such Loan or to reduce the amount of principal or interest or other amount received by such Bank with respect to such LoanLoans or Letters of Credit, then, then upon demand by Bank, such Bank the Borrower shall pay to such Bank from time to time on demandeach interest payment date with respect to such Loans or promptly upon demand with respect to any amounts relating to Letters of Credit, as additional consideration hereunder, additional amounts sufficient to fully compensate and indemnify such Bank for such increased cost or reduced amount, assuming (which assumption such Bank need not corroborate) such additional cost or reduced amount was were allocable to such Loan; providedLoans or Letters of Credit, however, Borrower shall only be required to pay such amounts to as the extent that Bank is charging such amounts to the majority of its similarly-situated borrowerscase may be. A certificate statement as to the increased cost or reduced amount as a result of any event mentioned in this Section 10.14.06, setting forth the calculations therefor, shall be promptly submitted by such Bank to the Borrower not later than one hundred fifty (150) days after the events giving rise to the same occurred and shall, in the absence of manifest error, be conclusive and binding as to the amount thereof. Notwithstanding any other provision of this Agreement, after any such demand for compensation by any Bank, the Borrower, upon at least one (1) but no more than thirty (30) Cleveland Banking Days’ prior written notice to such Bank shall notify Borrower as promptly as practicable through the Agent, may prepay all Loans (together with all accrued interest, fees and other amounts payable thereon or with respect thereto) of such Bank in full regardless of the existence Interest Period of any event thereof and following such prepayment, the Total Revolving Loan Commitments shall be permanently reduced by the amount of the Commitments of the Bank(s) whose Loans is/are so prepaid, and the remaining Banks’ Pro rata portion of the Total Revolving Loan Commitments following such prepayment shall be adjusted based on the percentage that will likely require each remaining Bank’s Commitment bears to the payment by Borrower adjusted Total Revolving Loan Commitments. Any such prepayment of any such additional amount under this SectionLoans subject to the LIBOR Rate Option shall be subject to the LIBOR breakage compensation set forth in Section 5.05 hereof.