Common use of Reserve Requirements Clause in Contracts

Reserve Requirements. Change in Circumstances. (a) Notwithstanding any other provision of this Amended Agreement, if after the date of this Amended Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender or the Issuing Bank of the principal of or interest on any Loan made by such Lender or any fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall 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 shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or the Issuing Bank or shall impose on such Lender or the Issuing Bank any other condition affecting this Amended Agreement or the Loans made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender or the Issuing Bank of making or maintaining any Loan or increase the cost to any Lender of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or the Issuing Bank to be material, then the Borrower will pay to such Lender or the Issuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Lender or the Issuing Bank shall have determined that the adoption after the date hereof of any law, rule, regulation, agreement or guideline regarding capital 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 Lender (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 law) of any 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 on the capital of such Lender's or the Issuing Bank's holding company, if any, as a consequence of 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 such Lender's or the Issuing Bank's holding company could have achieved but for such applicability, 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, from time to time the Borrower shall pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company for any such reduction suffered. (c) A certificate of a Lender or the Issuing Bank setting forth the circumstances requiring the payment of compensation, the calculations with respect thereto, and the amount or amounts necessary to compensate such Lender or the Issuing Bank or its holding company, as applicable, as specified in paragraph (a) or (b) above shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same. (d) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period within 120 days after the end of such period shall constitute a waiver of such Lender's or the Issuing Bank's right to demand such compensation with respect to such period, but not with respect to any other period. The protection of this Section 2.14 shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, agreement, guideline or other change or condition that shall have occurred or been imposed.

Reserve Requirements. Change in Circumstances. . (a) --------------------------------------------- Notwithstanding any other provision of this Amended Agreement, if after the date of this Amended Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) 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 made by such Lender or any fees Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall 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 shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or the Issuing Bank (except any such reserve requirement that is reflected in the Adjusted LIBO Rate) or shall impose on such Lender or the Issuing Bank or the London interbank market any other condition affecting this Amended Agreement or the Eurodollar Loans made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender or the Issuing Bank of making or maintaining any Eurodollar Loan or increase the cost to any Lender of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or the Issuing Bank to be material, then the Borrower will pay to such Lender or the Issuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Lender or the Issuing Bank shall have determined that the adoption after the date hereof of any law, rule, regulation, agreement or guideline regarding capital 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 Lender (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 law) of any 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 on the capital of such Lender's or the Issuing Bank's holding company, if any, as a consequence of 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 such Lender's or the Issuing Bank's holding company could have achieved but for such applicability, 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, from time to time the Borrower shall pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company for any such reduction suffered. (c) A certificate of a Lender or the Issuing Bank setting forth the circumstances requiring the payment of compensation, the calculations with respect thereto, and the amount or amounts necessary to compensate such Lender or the Issuing Bank or its holding company, as applicable, as specified in paragraph (a) or (b) above shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same. (d) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period within 120 days after the end of such period shall constitute a waiver of such Lender's or the Issuing Bank's right to demand such compensation with respect to such period, but not with respect to any other period. The protection of this Section 2.14 shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, agreement, guideline or other change or condition that shall have occurred or been imposed.

Reserve Requirements. Change in Circumstances.: (a) Notwithstanding any other provision of this Amended Agreementherein, if after the date of this Amended Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority governmental authority charged with the interpretation or administration thereof (whether 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 Loan made by such Lender or any fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall 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 shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or the Issuing Bank Lender, or shall impose on such Lender or the Issuing Bank any other condition affecting this Amended Agreement Agreement, Lender's commitment or the Loans made Loan extended by such Lender or any Letter of Credit or participation thereinLender, and the result of any of the foregoing shall be to increase the cost to such Lender or the Issuing Bank of making or maintaining any such Loan or increase the cost to any Lender of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or the Issuing Bank to be material, then the Borrower will will, subject to subpart (c) below, pay to such Lender or the Issuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Lender or the Issuing Bank shall have determined that the adoption after the date hereof of this Agreement the applicability of any law, rule, regulationregulation 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, agreement of any other law, rule, regulation or guideline regarding capital adequacy, or any change after the date hereof in any such law, rule, regulation, agreement or guideline of the foregoing or in the interpretation or administration thereof of any of the foregoing by any Governmental Authority (including the 38 34 National Association of Insurance Commissioners) governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (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 law) of any Governmental Authority such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's capital or on the capital of such Lender's or the Issuing Bank's holding company, if any, as a consequence of this Amended Agreement Agreement, Lender's commitment or the Loans made or participations in Letters of Credit purchased any Loan advance 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 such Lender's or the Issuing Bank's holding company could have achieved but for such applicability, 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 the Borrower shall shall, subject to subpart (c) below, pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company for any such reduction suffered. (c) A certificate of a Lender or the Issuing Bank setting forth the circumstances requiring the payment of compensation, the calculations with respect thereto, and the such amount or amounts (including computation of such amount or amounts) as shall be necessary to compensate such Lender or the Issuing Bank or its holding company, as applicable, company as specified in paragraph (a) or (b) above above, as the case may be, shall be delivered to the Borrower and shall not less than 30 days prior to the date (the "Implementation Date") such additional compensation will be conclusive absent manifest errorimplemented, retroactively if necessary but in no event with respect to increased 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. The Within 30 days of delivery to Borrower of such certificate, Borrower may 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 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 aforesaid, Borrower shall on the Implementation Date pay such to Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the samecertificate. (d) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period within 120 days after the end of such period shall not, except as next noted, constitute a waiver of such Lender's or the Issuing Bank's right to demand such compensation with respect to such period or any other period, but provided, that Lender shall not be entitled to compensation for any increased costs or any such reduction with respect to any other periodperiod more than 90 days prior to delivery of a certificate as set forth in subparagraph (c) above. The protection of this Section 2.14 shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, agreement, guideline or other change or condition that which shall have occurred or been imposed. Each determination by Lender under this Section shall be in good faith and shall be conclusive absent manifest error.

Reserve Requirements. Change in Circumstances. (a) Notwithstanding any other provision of this Amended Agreementherein, if after the date of this Amended Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof Regulatory Change (whether or not having the force of lawi) 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 Lender Bank or any other fees or other amounts payable hereunder (other than changes in respect of taxes (x) 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 thereintherein (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), or (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, such Bank under this Agreement (without duplication of any Lender amounts paid pursuant to Section 2.9(d)), or the Issuing Bank or (iii) with respect to any Eurodollar Loan, shall impose on such Lender Bank or the Issuing Bank Eurodollar Interbank Market any other condition affecting this Amended Agreement or the Loans any Eurodollar Loan made by such Lender or any Letter of Credit or participation thereinBank, and the result of any of the foregoing shall be to materially increase the actual cost to such Lender Bank of maintaining its Commitment or the Issuing Bank of making or maintaining any Eurodollar Loan or increase the cost to any Lender of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein Fixed Rate Loan 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) by an amount deemed by such Lender or the Issuing Bank to be materialin respect thereof, then the Borrower will Company shall pay to the Administrative Agent for the account of such Lender or the Issuing Bank, as within ten days following delivery to the case may beCompany of the certificate specified in paragraph (c) below by such Bank, upon demand such additional amount or amounts as will compensate reimburse such Lender or the Issuing Bank, as the case may be, Bank for such additional costs incurred increase or reduction sufferedto such Bank to the extent reasonably allocable to this Agreement. (b) If any Lender or the Issuing Bank shall have determined in good faith that the adoption after the date hereof of any law, rule, regulation, agreement or guideline Regulatory Change regarding capital 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, adequacy or compliance by any Lender Bank (or its parent or any lending office of such LenderBank) 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 Governmental Authority Tribunal, monetary authority, central bank, or comparable agency, has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's (or its parent's) capital or on the capital of such Lender's or the Issuing Bank's holding company, if any, as a consequence of 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 its obligations hereunder to a level below that which such Lender Bank (or the Issuing Bank or such Lender's or the Issuing Bank's holding company its parent) could have achieved but for such applicabilityRegulatory Change, 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 Borrower Company shall pay to the Administrative Agent for the account of such Lender or the Issuing Bank, as within ten days following delivery to the case may beCompany of the certificate specified in paragraph (c) below by such Bank, such additional amount or amounts as will compensate reimburse such Lender Bank (or the Issuing Bank or its parent) for such Lender's or the Issuing Bank's holding company for any such reduction sufferedreduction. (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 circumstances requiring the payment of compensationRegulatory Change or other event giving rise to any costs, the calculations with respect thereto, and the (ii) such amount or amounts as shall be necessary to compensate reimburse such Lender Bank (or the Issuing Bank participating banks or its holding company, as applicable, other entities pursuant to Section 9.11) as specified in paragraph (a) or (b) above of this Section 2.13. as the case may be, and (iii) the calculation of such amount or amounts, shall be delivered to the Borrower 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. The Borrower In preparing such certificate, such Bank may employ such assumptions and allocations of costs and expenses as it shall pay such Lender or the Issuing Bank the amount shown as due on in good ▇▇▇▇▇ ▇▇▇▇ reasonable and may use any such certificate delivered by it within 10 days after its receipt of the samereasonable averaging and attribution method. (d) Failure or delay on In the part of event any Lender Bank shall seek payment pursuant to this Section 2.13 or the Issuing Bank to demand compensation for any increased costs events contemplated under Section 2.11 or reduction in amounts received or receivable or reduction in return on capital Section 2.14 shall have occurred with respect to any period within 120 days after Bank, the end Company may, provided no Event of Default has occurred and is continuing, give notice to such period shall constitute 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 waiver of Person who would be entitled at such Lender's time to claim payment pursuant to this Section 2.13 or the Issuing Bank's right to demand such compensation with respect to which any of the events contemplated under Section 2.11 or Section 2.14 would exist at such periodtime 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, but not 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 period. The protection 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 Section 2.14 shall be available to each Lender and Agreement and/or the Issuing Bank regardless payment or assignment of any possible contention of the invalidity Loans or inapplicability of the law, rule, regulation, agreement, guideline or other change or condition that shall have occurred or been imposedNotes.

Reserve Requirements. Change in Capital Adequacy Circumstances. (a) Notwithstanding any other provision of this Amended Agreementherein, if after the date of this Amended Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall impose any tax on or change the basis of taxation of payments to the Letter of Credit Issuer or any Lender or the Issuing Bank any Affiliate of a Lender of the principal of or interest on any Eurodollar Loan made by such Lender or of any fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income of the Letter of Credit Issuer or such Lender or the Issuing Bank such Affiliate by the jurisdiction in which the Letter of Credit Issuer or such Lender or the Issuing Bank such Affiliate has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any the Letter of Credit Issuer or such Lender or the Issuing Bank Affiliate of such Lender (except any such reserve requirement that is reflected in Reserve Requirements) or shall impose on the Letter of Credit Issuer or such Lender or the Issuing Bank such Affiliate any other condition affecting this Amended Agreement agreement or the any Eurodollar Loans made by such Lender or any Letter of Credit or participation therein, Issuer and the result of any of the foregoing shall be to increase the cost to the Letter of Credit Issuer or such Lender or the Issuing Bank of making or maintaining any Eurodollar Loan or increase the cost to any Lender of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by the Letter of Credit Issuer or such Lender or the Issuing Bank hereunder (whether of principal, interest or otherwise) in respect thereof by an amount deemed by the Letter of Credit Issuer or such Lender or the Issuing Bank to be material, material then the Borrower will shall pay to the Letter of Credit Issuer or such Lender or the Issuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate the Letter of Credit Issuer or such Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered. Any amount or amounts payable by the Borrower to the 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 the 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 Lender or the Issuing Bank shall have reasonably determined that the adoption after the date hereof of any applicable law, rule, regulation, agreement rule or guideline regulation regarding capital adequacy, or any change after the date hereof in therein, or any such law, rule, regulation, agreement or guideline or change in the interpretation or administration thereof by any Governmental Authority (including the 38 34 National Association of Insurance Commissioners) Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any the Letter of Credit Issuer or by such Lender (or any lending office of such Lender) or by any Affiliate of such Lender, as the Issuing Bank or any Lender's or the Issuing Bank's holding company case may be, with any request or directive regarding capital adequacy (whether or not having the force of law) of any Governmental Authority such authority, central 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 Lender's or the Issuing Bank's capital or on the capital of such Lender's or the Issuing Bank's holding company, if any, as a consequence of 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 such Lender's or the Issuing Bank's holding company could have achieved but for such applicability, 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, from time to time the Borrower shall pay to such Lender or the Issuing BankAffiliate, as the case may be, such additional amount or amounts as will compensate such Lender or a consequence of the Issuing Bank Letter of Credit Issuer's obligations or such Lender's or the Issuing Bank's holding company for any such reduction suffered. (c) A certificate of a Lender or the Issuing Bank setting forth the circumstances requiring the payment of compensation, the calculations with respect thereto, obligations under this Agreement and the amount Related Documents to a level below that which the Letter of Credit Issuer or amounts necessary to compensate such Lender or the Issuing Bank or its holding company, as applicable, as specified in paragraph (a) or (b) above shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same. (d) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period within 120 days after the end of such period shall constitute a waiver of such Lender's or Affiliate, as the Issuing Bank's right to demand such compensation with respect to such periodcase may be, but not with respect to any other period. The protection of this Section 2.14 shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, agreement, guideline or other change or condition that shall have occurred or been imposed.could have