Common use of Increased Cost Clause in Contracts

Increased Cost. From time to time upon notice to the Borrower from a Bank (with a copy to the Agent) the Borrower shall pay to the Agent for the account of the applicable Bank such amounts as any Bank may determine to be necessary to compensate such Bank for any costs incurred by such Bank which such Bank determines are attributable to its making or maintaining any LIBOR Loans hereunder or its obligation to make any such Loans hereunder, or any reduction in any amount receivable by such Bank under this Agreement or its Note in respect of any such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any change after the date of this Agreement in U.S. federal, state, municipal, or foreign laws or regulations (including Regulation D), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks including such Bank of or under U.S. federal, state, municipal, or foreign laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof ("Regulatory Change"), which: (1) changes the basis of taxation of any amounts payable to such Bank under this Agreement or its Note in respect of any of such Loans (other than taxes imposed on the overall net income of such Bank or of its Lending Office for any of such Loans by the jurisdiction where the Principal Office or such Lending Office is located); or (2) imposes or modifies any reserve, special deposit, compulsory loan, or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any of such Loans or any deposits referred to in the definition of LIBOR Interest Rate); or (3) imposes any other condition affecting this Agreement or its Note (or any of such extensions of credit or liabilities). Each Bank will notify the Borrower (with a copy to the Agent) of any event occurring after the date of this Agreement which will entitle such Bank to compensation pursuant to this Section 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. Determinations by any Bank for purposes of this Section 2.16 of the effect of any Regulatory Change on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts required to compensate any such Bank in respect of any Additional Costs, shall be conclusive, provided that such determinations are made on a reasonable basis.

Increased Cost. From time to time upon a thirty (30) day notice to the Borrower from a Bank (with a copy to the Agent) the Borrower shall pay to the Agent for the account of the applicable Bank such amounts as any Bank may determine to be necessary to compensate such Bank for any costs incurred by such Bank which such Bank determines are attributable to its making or maintaining any LIBOR Loans hereunder or its obligation to make any such Loans hereunder, or any reduction in any amount receivable by such Bank under this Agreement or its Note in respect of any such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "“Additional Costs"”), resulting from any change after the date of this Agreement in U.S. federal, state, municipal, or foreign laws or regulations (including Regulation D), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks including such Bank of or under U.S. federal, state, municipal, or foreign laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof ("“Regulatory Change"”), which: (1) changes the basis of taxation of any amounts payable to such Bank under this Agreement or its Note in respect of any of such Loans (other than taxes imposed on the overall net income of such Bank or of its Lending Office for any of such Loans by the jurisdiction where the Principal Office or such Lending Office is located); or (2) imposes or modifies any reserve, special deposit, compulsory loan, or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any of such Loans or any deposits referred to in the definition of LIBOR Interest Rate); or (3) imposes any other condition affecting this Agreement or its Note (or any of such extensions of credit or liabilities). Each Such Bank will notify the Borrower (with a copy to the Agent) of any event occurring after the date of this Agreement which will entitle such Bank to compensation pursuant to this Section 2.16 2.17 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. Determinations by any Bank for purposes of this Section 2.16 2.17 of the effect of any Regulatory Change on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts required to compensate any such Bank in respect of any Additional Costs, shall be conclusive, provided that such determinations are made on a reasonable basis.

Increased Cost. From time to time upon notice to the Borrower from a Bank (with a copy to the Agent) the The Borrower shall pay to the Agent Agent, for the account of the applicable Bank Bank, from time to time such amounts as any Bank may determine to be necessary to compensate such Bank for any costs incurred by such Bank which such Bank determines are attributable to its making or maintaining any LIBOR Loans Loan hereunder or its obligation to make any such Loans Loan hereunder, or any reduction in any amount receivable by such Bank under this Agreement or its Note the Notes in respect of any such Loans Loan or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any change after the date of this Agreement in U.S. federal, state, municipal, or foreign laws or regulations (including Regulation D), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks including such Bank of or under any U.S. federal, state, municipal, or any foreign laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof ("Regulatory Change"), which: (1) changes the basis of taxation of any amounts payable to such Bank under this Agreement or its Note the Notes in respect of any of such Loans Loan (other than taxes imposed on the overall net income of such Bank or of its Lending Office for any of such Loans Loan by the jurisdiction where the Principal Office or such Lending Office is located); or (2) imposes or modifies any reserve, special deposit, compulsory loan, or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any of such Loans or any deposits referred to in the definition of LIBOR Interest Rate); or (3) imposes any other condition affecting this Agreement or its Note the Notes (or any of such extensions of credit or liabilities). Each Such Bank will notify the Borrower (with a copy to the Agent) of any event occurring after the date of this Agreement which will entitle such Bank to compensation pursuant to this Section 2.16 2.10 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. Determinations by any Bank for purposes of this Section 2.16 2.10 of the effect of any Regulatory Change on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts required to compensate any such Bank in respect of any Additional Costs, shall be conclusive, provided that such determinations are made on a reasonable basis.

Increased Cost. From time to time upon notice to the Borrower from a Bank (with a copy to the Agent) the The Borrower shall pay to the Agent for the account of the applicable Bank from time to time such amounts as any the Bank may determine to be necessary to compensate such the Bank for any costs incurred by such the Bank which such the Bank determines are attributable to its making or maintaining any LIBOR Loans hereunder or its obligation to make any such Loans the Term Loan hereunder, or any reduction in any amount receivable by such the Bank under this Loan Agreement or its the Note in respect of any such Loans Loan or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any change after the date of this Loan Agreement in U.S. federalFederal, state, municipal, or foreign laws laws, rules or regulations (including Regulation D), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks including such the Bank of or under U.S. federalany Federal, state, municipal, or foreign laws laws, rules or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof ("Regulatory Change"), which: (1) changes the basis of taxation of any amounts payable to such the Bank under this Loan Agreement or its the Note in respect of any of such Loans the Term Loan (other than taxes imposed on or measured by the overall net income of the Bank for such Bank or of its Lending Office for any of such Loans by the jurisdiction where the Principal Office or such Lending Office is locatedLoan); or (2) imposes or modifies any reserve, special deposit, compulsory loan, or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any of such Loans or any deposits referred to in the definition of LIBOR Interest Rate)Bank; or (3) imposes any other condition affecting this Loan Agreement or its the Note (or any of such extensions of credit or liabilities). Each The Bank will notify the Borrower (with a copy to the Agent) of any event occurring after the date of this Loan Agreement which will entitle such the Bank to compensation pursuant to this Section 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation; provided that (i) if the Bank fails to give such notice within 90 days after it obtains knowledge of such an event (or, in the exercise of ordinary due diligence, should have obtained knowledge thereof), the Bank shall be entitled to payment under this Section 2.08 only for costs incurred from and after the date 90 days prior to the date that the Bank does give such notice, and (ii) the Bank will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of the Bank be otherwise disadvantageous to the Bank. Determinations by any the Bank for purposes of this Section 2.16 of the effect of any Regulatory Change on its costs of making or maintaining Loans the Term Loan or on amounts receivable by it in respect of Loanssuch Loan, and of the additional amounts required to compensate any such the Bank in respect of any Additional Costs, shall be conclusive, provided that such determinations are made on a reasonable basis. If the Bank determines that it is entitled to Additional Costs and so notifies the Borrower, the Borrower shall have the right within twenty (20) Business Days of being so notified to prepay in full the Term Loan.

Increased Cost. From time to time upon notice to the Borrower from a the Bank (with a copy to the Agent) the Borrower shall pay to the Agent for the account of the applicable Bank such amounts as any the Bank may determine to be necessary to compensate such the Bank for any costs incurred by such the Bank which such the Bank reasonably determines are attributable to its making or maintaining any LIBOR Loans Loan hereunder or its obligation to make any such Loans Loan hereunder, or any reduction in any amount receivable by such the Bank under this Agreement or its Note in respect of any such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "“Additional Costs"”), resulting from any change after the date of this Agreement in U.S. federal, state, municipal, or foreign laws or regulations (including Regulation D), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks Bank including such the Bank of or under U.S. federal, state, municipal, or foreign laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof ("“Regulatory Change"”), which: (1) changes the basis of taxation of any amounts payable to such the Bank under this Agreement or its Note in respect of any of such Loans (other than taxes imposed on the overall net income of such the Bank or of its Lending Office for any of such Loans by the jurisdiction where the Principal Office or such Lending Office is located); or (2) imposes or modifies any reserve, special deposit, compulsory loan, or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such the Bank pertaining to this Agreement (including any of such Loans or any deposits referred to in the definition of LIBOR Interest Rate); or (3) imposes any other condition affecting this Agreement or its Note (or any of such extensions of credit or liabilities). Each The Bank will notify the Borrower (with a copy to the Agent) of any event occurring after the date of this Agreement which will entitle such the Bank to compensation pursuant to this Section 2.16 2.11 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. Determinations by any the Bank for purposes of this Section 2.16 2.11 of the effect of any Regulatory Change on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts required to compensate any such the Bank in respect of any Additional Costs, shall be conclusive, provided that such determinations are made on a reasonable basis.

Increased Cost. From time to time upon notice to the Borrower from a Bank (with a copy to the Agent) the The Borrower shall pay to the Agent for the account of the applicable Bank from time to time such amounts as any the Bank may determine to be necessary to compensate such the Bank for any costs incurred by such the Bank which such the Bank determines are attributable to its making or maintaining any loans at the LIBOR Loans hereunder or its obligation to make any such Loans Rate hereunder, or any reduction in any amount receivable by such the Bank under this Agreement or its the Note in respect of any such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any change after the date of this Agreement in U.S. federal, state, municipal, or foreign laws or regulations (including Regulation D), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks including such the Bank of or under any U.S. federal, state, municipal, or any foreign laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof ("Regulatory Change"), which: (1i) changes the basis of taxation of any amounts payable to such the Bank under this Agreement or its the Note in respect of any of such Loans (other than taxes imposed on the overall net income of such the Bank or of its Lending Office for any of such Loans by the jurisdiction where the Principal Office or such Lending Office is locatedTerm Loan); or (2ii) imposes or modifies any reserve, special deposit, compulsory loan, or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such the Bank (including any of such Loans the Term Loan or any deposits referred to in the definition of LIBOR Interest Rate); or (3iii) imposes any other condition affecting this Agreement or its the Note (or any of such extensions of credit or liabilities). Each The Bank will notify the Borrower (with a copy to the Agent) of any event occurring after the date of this Agreement which will entitle such the Bank to compensation pursuant to this Section 2.16 2.2.5 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. Determinations by any the Bank for purposes of this Section 2.16 2.2.5 of the effect of any Regulatory Change on its costs of making or maintaining Loans loans based on the LIBOR Rate or on amounts receivable by it in respect of Loansthe Term Loan, and of the additional amounts required to compensate any such the Bank in respect of any Additional Costs, shall be conclusive, provided that such determinations are made on a reasonable basis.

Increased Cost. From time to time upon notice to the Borrower from a Bank (with a copy to the Agent) the Borrower shall pay to the Agent for the account of the applicable Bank such amounts as any Bank may determine to be necessary to compensate such Bank for any costs incurred by such Bank which such Bank reasonably determines are attributable to its making or maintaining any LIBOR Loans Loan hereunder or its obligation to make any such Loans Loan hereunder, or any reduction in any amount receivable by such Bank under this Agreement or its Note in respect of any such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any change after the date of this Agreement in U.S. federal, state, municipal, or foreign laws or regulations (including Regulation D), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks including such Bank of or under U.S. federal, state, municipal, or foreign laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof ("Regulatory Change"), which: (1) changes the basis of taxation of any amounts payable to such Bank under this Agreement or its Note in respect of any of such Loans (other than taxes imposed on the overall net income of such Bank or of its Lending Office for any of such Loans by the jurisdiction where the Principal Office or such Lending Office is located); or (2) imposes or modifies any reserve, special deposit, compulsory loan, or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank pertaining to this Agreement (including any of such Loans or any deposits referred to in the definition of LIBOR Interest Rate); or (3) imposes any other condition affecting this Agreement or its Note (or any of such extensions of credit or liabilities). Each Such Bank will notify the Borrower (with a copy to the Agent) of any event occurring after the date of this Agreement which will entitle such Bank to compensation pursuant to this Section 2.16 2.13 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. Determinations by any Bank for purposes of this Section 2.16 2.13 of the effect of any Regulatory Change on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts required to compensate any such Bank in respect of any Additional Costs, shall be conclusive, provided that such determinations are made on a reasonable basis.

Increased Cost. From time to time upon notice to the Borrower from a Bank (with a copy to the Agent) the The Borrower shall pay to the Agent for the account of the applicable Bank from time to time such amounts as any the Bank may determine to be necessary to compensate such the Bank for any costs incurred by such the Bank which such the Bank determines are attributable to its making or maintaining any LIBOR Loans hereunder or its obligation to make any such Loans the 2006 Term Loan hereunder, or any reduction in any amount receivable by such the Bank under this Loan Agreement or its the Note in respect of any such Loans Loan or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any change after the date of this Loan Agreement in U.S. federalFederal, state, municipal, or foreign laws laws, rules or regulations (including Regulation D), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks including such the Bank of or under U.S. federalany Federal, state, municipal, or foreign laws laws, rules or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof ("Regulatory Change"), which: (1) changes the basis of taxation of any amounts payable to such the Bank under this Loan Agreement or its the Note in respect of any of such Loans the 2006 Term Loan (other than taxes imposed on or measured by the overall net income of the Bank for such Bank or of its Lending Office for any of such Loans by the jurisdiction where the Principal Office or such Lending Office is locatedLoan); or (2) imposes or modifies any reserve, special deposit, compulsory loan, or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any of such Loans or any deposits referred to in the definition of LIBOR Interest Rate)Bank; or (3) imposes any other condition affecting this Loan Agreement or its the Note (or any of such extensions of credit or liabilities). Each The Bank will notify the Borrower (with a copy to the Agent) of any event occurring after the date of this Loan Agreement which will entitle such the Bank to compensation pursuant to this Section 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation; provided that (i) if the Bank fails to give such notice within 90 days after it obtains knowledge of such an event (or, in the exercise of ordinary due diligence, should have obtained knowledge thereof), the Bank shall be entitled to payment under this Section 2.08 only for costs incurred from and after the date 90 days prior to the date that the Bank does give such notice, and (ii) the Bank will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of the Bank be otherwise disadvantageous to the Bank. Determinations by any the Bank for purposes of this Section 2.16 of the effect of any Regulatory Change on its costs of making or maintaining Loans the 2006 Term Loan or on amounts receivable by it in respect of Loanssuch Loan, and of the additional amounts required to compensate any such the Bank in respect of any Additional Costs, shall be conclusive, provided that such determinations are made on a reasonable basis. If the Bank determines that it is entitled to Additional Costs and so notifies the Borrower, the Borrower shall have the right within twenty (20) Business Days of being so notified to prepay in full the 2006 Term Loan.

Increased Cost. From time to time upon notice to the Borrower from a Bank (with a copy to the Administrative Agent) the Borrower shall pay to the Administrative Agent for the account of the applicable Bank such amounts as any Bank may determine to be reasonably necessary to compensate such Bank for any increased costs incurred by such Bank which such Bank determines are attributable to its making or maintaining any LIBOR Line of Credit Loans hereunder or its obligation to make any such Line of Credit Loans hereunder, or any reduction in any amount receivable by such Bank under this Agreement or its Line of Credit Note in respect of any such Line of Credit Loans or such obligation (such increases in costs and or reductions in amounts receivable being herein called "Additional Costs"), resulting solely from any change after the date of this Agreement in U.S. U.S., federal, state, municipal, or foreign laws or regulations (including Regulation D), or the adoption or making after such date of any interpretations, directives, or requirements (whether or not having the force of law) applying to a class of banks including such Bank of or under U.S. federal, state, municipal, or foreign laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof ("Regulatory Change"), which: (1a) changes the basis of taxation of any amounts payable to such Bank under this Agreement or its Line of Credit Note in respect of any of such Line of Credit Loans (other than taxes imposed on the overall net income of such Bank or of its Lending Office for any of such Loans by the jurisdiction where the Principal Office or such Lending Office is located); or (2b) imposes or modifies any reserve, special deposit, compulsory loan, or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any of such Loans or any deposits referred to in the definition Line of LIBOR Interest RateCredit Loans); or (3c) imposes any other condition affecting this Agreement or its Line of Credit Note (or any of such extensions of credit or liabilities). Each Such Bank will notify the Borrower (with a copy to the Administrative Agent) of any event occurring after the date of this Agreement which will entitle such Bank to compensation pursuant to this Section 2.16 2.15 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. Determinations by any Bank for purposes of this Section 2.16 2.15 of the effect of any Regulatory Change on its costs of costsof making or maintaining Line of Credit Loans or on amounts receivable by it in respect of Loans, Line of Credit Loans and of the additional amounts required to compensate any such Bank in respect of any Additional Costs, Costs shall be conclusiveconclusive in the absence of demonstrable error, provided that such determinations by such Bank are reasonable and provided further that written notice of such determinations shall have been given to the Borrower by such Bank setting forth in reasonable detail the reasons or basis for such determinations and the additional amounts required to be paid. The payment of the additional amounts required hereunder shall be made by the Borrower immediately on a reasonable basis.the date any Bank gives the required notice to the Borrower. Section 2.16

Increased Cost. From time to time upon a thirty (30) day notice to the Borrower from a Bank (with a copy to the Agent) the Borrower shall pay to the Agent for the account of the applicable Bank such amounts as any Bank may determine to be necessary to compensate such Bank for any costs incurred by such Bank which such Bank determines are attributable to its making or maintaining any LIBOR Loans hereunder or its obligation to make any such Loans hereunder, or any reduction in any amount receivable by such Bank under this Agreement or its Note in respect of any such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any change after the date of this Agreement in U.S. federal, state, municipal, or foreign laws or regulations (including Regulation D), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks including such Bank of or under U.S. federal, state, municipal, or foreign laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof ("Regulatory Change"), which: (1) changes the basis of taxation of any amounts payable to such Bank under this Agreement or its Note in respect of any of such Loans (other than taxes imposed on the overall net income of such Bank or of its Lending Office for any of such Loans by the jurisdiction where the Principal Office or such Lending Office is located); or (2) imposes or modifies any reserve, special deposit, compulsory loan, or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any of such Loans or any deposits referred to in the definition of LIBOR Interest Rate); or (3) imposes any other condition affecting this Agreement or its Note (or any of such extensions of credit or liabilities). Each Such Bank will notify the Borrower (with a copy to the Agent) of any event occurring after the date of this Agreement which will entitle such Bank to compensation pursuant to this Section 2.16 2.17 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. Determinations by any Bank for purposes of this Section 2.16 2.17 of the effect of any Regulatory Change on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts required to compensate any such Bank in respect of any Additional Costs, shall be conclusive, provided that such determinations are made on a reasonable basis.

Increased Cost. From time to time upon 30 days’ prior notice to the Borrower from a Bank (with a copy to the Administrative Agent) ), the Borrower shall pay to the Administrative Agent for the account of the applicable Bank such amounts as any Bank may determine to be necessary to compensate such Bank for any costs incurred by such Bank which such Bank determines are attributable to its making or maintaining any LIBOR Loans hereunder or its obligation to make any such Loans hereunder, or any reduction in any amount receivable by such Bank under this Agreement or its Note in respect of any such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "“Additional Costs"”), resulting from any change after the date of this Agreement Effective Date in U.S. federal, state, municipal, or foreign laws or regulations (including Regulation D), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks including such Bank of or under U.S. federal, state, municipal, or foreign laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof ("“Regulatory Change"”), which: (1) changes the basis of taxation of any amounts payable to such Bank under this Agreement or its Note in respect of any of such Loans (other than taxes imposed on the overall net income of such Bank or of its Lending Office for any of such Loans by the jurisdiction where the Principal Office or such Lending Office is located); or (2) imposes or modifies any reserve, special deposit, compulsory loan, or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any of such Loans or any deposits referred to in the definition of LIBOR Interest Rate); or (3) imposes any other condition affecting this Agreement or its Note (or any of such extensions of credit or liabilities). Each Such Bank will notify the Borrower (with a copy to the Administrative Agent) of any event occurring after the date of this Agreement Effective Date which will entitle such Bank to compensation pursuant to this Section 2.16 2.17 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. Determinations by any Bank for purposes of this Section 2.16 2.17 of the effect of any Regulatory Change on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts required to compensate any such Bank in respect of any Additional Costs, shall be conclusive, provided that such determinations are made on a reasonable basis.