Federal Reserve Bank Assignments. In addition to the assignments and participations permitted under the foregoing provisions of [Section 10.1], and without the need to comply with any of the formal or procedural requirements of this [Section 10.1], notwithstanding any other provision set forth in this Agreement or any of the other Loan Documents, ​ may at any time create a security interest in all or any portion of its rights under this Agreement and any other Loan Document in favor of # any Federal Reserve Bank, any Federal Home Loan Bank or the central reserve bank or similar authority of any other country to secure any obligation of ​ to such bank or similar authority (a “Central Bank Pledge”). In the event that the interest of ​ that is assigned in connection with a Central Bank Pledge is foreclosed upon and transferred to the pledgee thereof, ​ shall have no further liability hereunder with respect to the interest that was the subject of such transfer and the assignee shall be ​ with respect to such interest. ​ shall not be required to notify ​ of any Central Bank Pledge.

“Relevant Governmental Body” means # in respect of any Loans denominated in Dollars, the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or any successor thereto and # in respect of Loans denominated in any Alternative Currency, the central bank or other Governmental Authority for such Alternative Currency, or a committee officially endorsed or convened by such central bank or other Governmental Authority, or any successor thereto.

any charge, assignment or other Security to secure obligations to a federal reserve or central bank; and

“Relevant Governmental Body” means # with respect to Dollars, the Federal Reserve Board or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York, # with respect to Pounds Sterling, the Bank of England, or a committee officially endorsed or convened by the Bank of England or, in each case, any successor thereto, # with respect to Euros, the European Central Bank, or a committee officially endorsed or convened by the European Central Bank or, in each case, any successor thereto, and # with respect to a benchmark replacement in respect of obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to, any other currency, # the central bank for the currency in which such obligations, interest, fees, commissions or other amounts are denominated, or calculated with respect to, or any central bank or other supervisor which is responsible for supervising either # such benchmark replacement or # the administrator of such benchmark replacement or # any working group or committee officially endorsed or convened by # the central bank for the currency in which such obligations, interest, fees, commissions or other amounts are denominated, or calculated with respect to, # any central bank or other supervisor that is responsible for supervising either # such benchmark replacement or # the administrator of such benchmark replacement, # a group of those central banks or other supervisors or # the Financial Stability Board or any part thereof.

Federal Reserve Regulations. No part of the proceeds of any Loan or any Letter of Credit will be used, whether directly or indirectly, for any purpose that entails a violation (including on the part of any Lender) of Regulation U or Regulation X. Not more than 25% of the assets subject to the restrictions of [Sections 6.02 and 6.03]3] or any other provision hereof restricting the disposition of, or creation of Liens on, assets of the Company and the Subsidiaries will at any time consist of Margin Stock (as defined in Regulation U or Regulation X).

Federal Reserve Regulations. No part of the proceeds of the Loan will be used for the purpose of purchasing or acquiring any “margin stock” within the meaning of Regulation T, U or X of the Board of Governors of the Federal Reserve System or for any other purpose which would be inconsistent with such Regulation T, U or X, or any other Regulations of such Board of Governors, or for any purposes prohibited by Legal Requirements or by the terms and conditions of this Agreement or the other Loan Documents.

Federal Reserve Regulations. (a) None of Holdings, the Borrower or any other Restricted Subsidiary is engaged principally, or as one of its primary activities, in the business of extending credit for the purpose of buying or carrying Margin Stock.

Bank Accounts. All of the deposit accounts, investment accounts or other accounts in the name of or used by any Borrower or Guarantor maintained at any bank or other financial institution are set forth on [Schedule 8.10] to the Information Certificate, subject to the right of each Borrower and Guarantor to establish new accounts in accordance with Section 5.2 hereof.

Bank Expenses. All Bank Expenses (including reasonable attorneys’ fees and expenses for documentation and negotiation of this Agreement, which, assuming two (2) reasonable turns of the Loan Documents shall not exceed Twenty-Five Thousand Dollars ($25,000) plus out-of-pocket costs for diligence, filing fees and related items on the Effective Date) incurred through and after the Effective Date, when due (or, if no stated due date, upon demand by Bank).

Issuing Bank. For purposes of [Section 2.16(e) and (f)])], the term “Lender” includes any Issuing Bank and the term “applicable law” includes FATCA.