Common use of Regulatory Changes Clause in Contracts

Regulatory Changes. If in the determination of any Lender (a) any Regulatory Change shall actually directly or indirectly (i) reduce the amount of any sum received or receivable by such Lender with respect to any LIBO Rate Loan or the return to be earned by such Lender on any LIBO Rate Loan, (ii) impose a cost on such Lender or any Affiliate of such Lender that is attributable to the making or maintaining of, or such Lender's commitment to make or acquire, any LIBO Rate Loan, (iii) require such Lender or any Affiliate of such Lender to make any payment on or calculated by reference to any amount received by such Lender in respect of its LIBO Rate Loans or its obligations to make LIBO Rate Loans or (iv) reduce, or have the effect of reducing, the rate of return on any capital such Lender or any Affiliate of such Lender is required to maintain on account of any LIBO Rate Loan or such Lender's commitment to make any LIBO Rate Loan. and (b) such reduction, increased cost or payment shall not be fully compensated for by an adjustment in the applicable rates of interest payable under the Loan Documents, then the Borrowers shall pay to such Lender such additional amounts as such Lender determines will fully compensate it for such reduction, increased cost or payment. Such additional amounts shall be payable, in the case of those applicable to prior periods, within 15 Business Days after request for such payment by such Lender, accompanied by the certificate described in Section 2.5 and, in the case of those applicable to future periods, on the dates specified, or determined in accordance with a method specified, by such Lender, provided that the Borrowers shall not be liable for any amount payable with respect to any period more than 90 days before the date of such request or certificate, or, if earlier the retroactive effective date of the Regulatory Change if such Regulatory Change occurs during such 90-day period.

Regulatory Changes. If in the determination of any Lender Bank shall determine that (a) any Regulatory Change change in any Bank Legal Requirement (including any new Bank Legal Requirement) after the date hereof shall actually directly or indirectly indirectly (i) reduce the amount of any sum received or receivable by such Lender Bank with respect to any LIBO Rate a Loan or the Letters of Credit or the return to be earned by such Lender Bank on any LIBO Rate Loan, such Loan or the Letters of Credit, (ii) impose a cost on such Lender Bank or any Affiliate of such Lender Bank that is attributable to the making or maintaining of, or such LenderBank's commitment to make make, its portion of such Loan or acquirethe Letters of Credit, any LIBO Rate Loan, or (iii) require such Lender Bank or any Affiliate of such Lender Bank to make any payment on on, or calculated by reference to to, the gross amount of any amount received by such Lender in respect of its LIBO Rate Loans or its obligations to make LIBO Rate Loans or (iv) reduceBank under any Credit Document, or have the effect of reducing, the rate of return on any capital such Lender or any Affiliate of such Lender is required to maintain on account of any LIBO Rate Loan or such Lender's commitment to make any LIBO Rate Loan. and (b) such reduction, increased cost or payment shall not be fully compensated for by an adjustment in the applicable rates Applicable Rate or the Letter of interest payable Credit fees, then, within 15 days after the receipt by the Borrower of a certificate from such Bank setting forth why it is claiming compensation under this Section 3.8 and computations (in reasonable detail) of the Loan Documentsamount thereof, then the Borrowers Borrower shall pay to such Lender Bank such additional amounts as such Lender Bank determines will will, together with any adjustment in the Applicable Rate, fully compensate it for such reduction, increased cost or payment, together with interest on such amount from the 15th day after receipt of such certificate until payment in full thereof at the Overdue Reimbursement Rate. Such additional amounts shall The determination by such Bank of the amount to be payablepaid to it and the basis for computation thereof hereunder shall, in the case absence of those applicable to prior periodsmanifest error, within 15 Business Days after request for be conclusive. In determining such payment by amount, such Lender, accompanied by the certificate described in Section 2.5 and, in the case of those applicable to future periods, on the dates specified, or determined in accordance with a method specified, by such Lender, provided that the Borrowers shall not be liable for Bank may use any amount payable with respect to any period more than 90 days before the date of such request or certificate, or, if earlier the retroactive effective date of the Regulatory Change if such Regulatory Change occurs during such 90-day periodreasonable averaging and attribution methods.

Regulatory Changes. If in the determination of any Lender shall determine that (a) any Regulatory Change change in any Legal Requirement (including any new Legal Requirement) after the date hereof shall actually directly or indirectly indirectly (i) reduce the amount of any sum received or receivable by such Lender with respect to any LIBO Rate the Loan or the Letters of Credit or the return to be earned by such Lender on any LIBO Rate Loan, the Loan or the Letters of Credit, (ii) impose a cost on such Lender or any Affiliate of such Lender that is attributable to the making or maintaining of, or such Lender's ’s commitment to make make, its portion of the Loan or acquirethe Letters of Credit, any LIBO Rate Loan, or (iii) require such Lender or any Affiliate of such Lender to make any payment on on, or calculated by reference to to, the gross amount of any amount received by such Lender in respect of its LIBO Rate Loans or its obligations to make LIBO Rate Loans or (iv) reduceunder any Credit Document, or have the effect of reducing, the rate of return on any capital such Lender or any Affiliate of such Lender is required to maintain on account of any LIBO Rate Loan or such Lender's commitment to make any LIBO Rate Loan. and (b) such reduction, increased cost or payment shall not be fully compensated for by an adjustment in the applicable rates Applicable Rate or the Letter of interest payable Credit fees, then, within 15 days after the receipt by the Company of a certificate from such Lender setting forth why it is claiming compensation under this Section 3.8 and computations (in reasonable detail) of the Loan Documentsamount thereof, then the Borrowers Company shall pay to such Lender such additional amounts as such Lender determines will will, together with any adjustment in the Applicable Rate, fully compensate it for such reduction, increased cost or payment, together with interest on such amount from the 15th day after receipt of such certificate until payment in full thereof at the Overdue Rate. Such additional amounts shall The determination by such Lender of the amount to be payablepaid to it and the basis for computation thereof hereunder shall, in the case absence of those applicable demonstrable error, be conclusive. In determining such amount, such Lender may use any reasonable averaging and attribution methods. The Company shall be entitled to prior periods, within 15 Business Days after request for replace any such payment by such Lender, accompanied by the certificate described in Section 2.5 and, in the case of those applicable to future periods, on the dates specified, or determined Lender in accordance with a method specified, by such Lender, provided that the Borrowers shall not be liable for any amount payable with respect to any period more than 90 days before the date of such request or certificate, or, if earlier the retroactive effective date of the Regulatory Change if such Regulatory Change occurs during such 90-day periodSection 13.3.

Regulatory Changes. If in the determination of any Lender shall determine that (a) any Regulatory Change change ------------------ in any Legal Requirement (including any new Legal Requirement) after the date hereof shall actually directly or indirectly indirectly (i) reduce the amount of any sum received or receivable by such Lender with respect to any LIBO Rate the Loan or the Letters of Credit or the return to be earned by such Lender on any LIBO Rate Loan, the Loan or the Letters of Credit, (ii) impose a cost on such Lender or any Affiliate of such Lender that is attributable to the making or maintaining of, or such Lender's commitment to make make, its portion of the Loan or acquirethe Letters of Credit, any LIBO Rate Loan, or (iii) require such Lender or any Affiliate of such Lender to make any payment on on, or calculated by reference to to, the gross amount of any amount received by such Lender in respect of its LIBO Rate Loans or its obligations to make LIBO Rate Loans or (iv) reduceunder any Credit Document, or have the effect of reducing, the rate of return on any capital such Lender or any Affiliate of such Lender is required to maintain on account of any LIBO Rate Loan or such Lender's commitment to make any LIBO Rate Loan. and (b) such reduction, increased cost or payment shall not be fully compensated for by an adjustment in the applicable rates Applicable Rate or the Letter of interest payable Credit fees, then, within 15 days after the receipt by the Company of a certificate from such Lender setting forth why it is claiming compensation under this Section 3.8 and computations (in reasonable detail) of the Loan Documentsamount thereof, then the Borrowers Company shall pay to such Lender such additional amounts as such Lender determines will will, together with any adjustment in the Applicable Rate, fully compensate it for such reduction, increased cost or payment, together with interest on such amount from the 15th day after receipt of such certificate until payment in full thereof at the Overdue Rate. Such additional amounts shall The determination by such Lender of the amount to be payablepaid to it and the basis for computation thereof hereunder shall, in the case absence of those applicable demonstrable error, be conclusive. In determining such amount, such Lender may use any reasonable averaging and attribution methods. The Company shall be entitled to prior periods, within 15 Business Days after request for replace any such payment by such Lender, accompanied by the certificate described in Section 2.5 and, in the case of those applicable to future periods, on the dates specified, or determined Lender in accordance with a method specified, by such Lender, provided that the Borrowers shall not be liable for any amount payable with respect to any period more than 90 days before the date of such request or certificate, or, if earlier the retroactive effective date of the Regulatory Change if such Regulatory Change occurs during such 90-day periodSection 13.3.

Regulatory Changes. If in the determination of any Lender (a) any Regulatory Change Enacted after the Agreement Date shall actually directly or indirectly indirectly (i) reduce the amount of any sum received or receivable by such Lender with respect to any LIBO Rate Term Loan or the return to be earned by such Lender on any LIBO Rate Term Loan, , (ii) impose a cost on such Lender or any Affiliate of such Lender that is attributable to the making making, funding or maintaining of, or such Lender's commitment to make or acquiremake, any LIBO Rate Term Loan, , (iii) require such Lender or any Affiliate of such Lender to make any payment on or calculated by reference to the gross amount of any amount received by such Lender in respect of its LIBO Rate Loans under any Loan Document or its obligations to make LIBO Rate Loans or (iv) reduce, or have the effect of reducing, the rate of return on any capital of such Lender or any Affiliate of such Lender that such Lender or such Affiliate is required to maintain on account of any LIBO Rate Term Loan or such Lender's commitment to make any LIBO Rate Loan. Term Loan and (b) such reduction, increased cost or payment shall not be fully compensated for by an adjustment in the applicable rates of interest payable under the Loan Documents, then the Borrowers Borrower shall pay to the Agent for the account of such Lender such additional amounts as such Lender determines will will, together with any adjustment in the applicable rates of interest payable hereunder, fully compensate it for such reduction, increased cost or payment. Such additional amounts shall be payable, in the case of those applicable to prior periods, within 15 Business Days days after request by such Lender for such payment by such Lender, accompanied by the certificate described in Section 2.5 and, in the case of those applicable to future periods, on the dates specified, or determined in accordance with a method specified, by such Lender, provided that the Borrowers shall not be liable for any amount payable with respect to any period more than 90 days before the date of such request or certificate, or, if earlier the retroactive effective date of the Regulatory Change if such Regulatory Change occurs during such 90-day period.

Regulatory Changes. If in the determination of any Lender shall determine that (a) any Regulatory Change change in any Legal Requirement (including any new Legal Requirement) after the date hereof shall actually directly or indirectly indirectly (i) reduce the amount of any sum received or receivable by such Lender with respect to any LIBO Rate the Revolving Loan or the Letters of Credit or the return to be earned by such Lender on any LIBO Rate Loan, the Revolving Loan or the Letters of Credit, (ii) impose a cost on such Lender or any Affiliate of such Lender that is attributable to the making or maintaining of, or such Lender's commitment to make make, its portion of the Revolving Loan or acquirethe Letters of Credit, any LIBO Rate Loan, or (iii) require such Lender or any Affiliate of such Lender to make any payment on on, or calculated by reference to to, the gross amount of any amount received by such Lender in respect of its LIBO Rate Loans or its obligations to make LIBO Rate Loans or (iv) reduceunder any Credit Document, or have the effect of reducing, the rate of return on any capital such Lender or any Affiliate of such Lender is required to maintain on account of any LIBO Rate Loan or such Lender's commitment to make any LIBO Rate Loan. and (b) such reduction, increased cost or payment shall not be fully compensated for by an adjustment in the applicable rates Applicable Rate or the Letter of interest Credit fees, then, the Lender shall, promptly after it has made such determination, give notice thereof to the Company. Promptly after the receipt by the Company of any such notice, the Company and the Lender shall attempt to negotiate in good faith an adjustment to the amount payable by the Borrowers to the Lender under this Section 3.8, which amount, together with any adjustment in the Loan DocumentsApplicable Rate, shall be sufficient to fully compensate the Lender for such reduction, increased cost or payment taking into account any compensation for such reduction, increased cost or payment received by the Lender pursuant to the provisions of Section 3.5, 3.6 or 3.7 hereof. If the Company and the Lender are unable to agree to such adjustment within thirty days of the date upon which the Company receives such notice, then the Borrowers shall will, on demand by the Lender, pay to such the Lender such additional amounts amount, together with any adjustment in the Applicable Rate, as such Lender determines will shall be sufficient to fully compensate it the Lender for such reduction, increased cost or payment, together with interest on such amount from the 30th day after receipt of such certificate until payment in full thereof at the Overdue Reimbursement Rate. Such additional amounts shall The determination by such Lender of the amount to be payablepaid to it and the basis for computation thereof hereunder shall, in the case absence of those applicable to prior periodsmanifest error, within 15 Business Days after request for be conclusive. In determining such payment by amount, such Lender, accompanied by the certificate described in Section 2.5 and, in the case of those applicable to future periods, on the dates specified, or determined in accordance with a method specified, by such Lender, provided that the Borrowers shall not be liable for Lender may use any amount payable with respect to any period more than 90 days before the date of such request or certificate, or, if earlier the retroactive effective date of the Regulatory Change if such Regulatory Change occurs during such 90-day periodreasonable averaging and attribution methods.

Regulatory Changes. If in the determination of any Lender (a) any Regulatory Change shall actually directly or indirectly (i) reduce the amount of any sum received or receivable by such Lender with respect to any LIBO Rate Loan or the return to be earned by such Lender on any LIBO Rate Loan, (ii) impose a cost on such Lender or any Affiliate of such Lender that is attributable to the making or maintaining of, or such Lender's commitment to make or acquire, any LIBO Rate Loan, (iii) require such Lender or any Affiliate of such Lender to make any payment on or calculated by reference to any amount received by such Lender in respect of its LIBO Rate Loans or its obligations to make LIBO Rate Loans or (iv) reduce, or have the effect of reducing, the rate of return on any capital such Lender or any Affiliate of such Lender is required to maintain on account of any LIBO Rate Loan or such Lender's commitment to make any LIBO Rate Loan. and (b) such reduction, increased cost or payment shall not be fully compensated for by an adjustment in the applicable rates of interest payable under the Loan Documents, then the Borrowers shall pay to such Lender such additional amounts as such Lender determines will fully compensate it for such reduction, increased cost or payment. Such additional amounts shall be payable, in the case of those applicable to prior periods, within 15 Business Days after request for such payment by such Lender, accompanied by the certificate described in Section 2.5 and, in the case of those applicable to future periods, on the dates specified, or determined in accordance with a method specified, by such Lender, provided that the Borrowers shall not be liable for any amount payable with respect to any period more than 90 days before the date of such request or certificate, or, if earlier the retroactive effective date of the Regulatory Change if such Regulatory Change occurs during such 90-day period.

Regulatory Changes. If in the determination of any Lender shall have determined that (a) any Regulatory Change change in any Legal Requirement after the date hereof shall actually directly or indirectly indirectly (i) reduce the amount of any sum received or receivable by such Lender with respect to any LIBO Rate the Loan or the return to be earned by such Lender on any LIBO Rate the Loan, , (ii) impose a cost on such Lender or any Affiliate of such Lender that is attributable to the making or maintaining of, or such Lender's commitment to make or acquiremake, any LIBO Rate Loan, its portion of the Loans, (iii) require such Lender or any Affiliate of such Lender to make any payment on or calculated by reference to the gross amount of any amount received by such Lender in respect of its LIBO Rate Loans under any Credit Document, or its obligations to make LIBO Rate Loans or (iv) reduce, or have the effect of reducing, the rate of return on any capital of such Lender or any Affiliate of such Lender 38 38 that such Lender or such Affiliate is required to maintain on account of any LIBO Rate the Loan or such Lender's commitment to make any LIBO Rate Loan. Commitment and (b) such reduction, increased cost or payment shall not be fully compensated for by an adjustment in the applicable rates of interest payable under the Loan DocumentsApplicable Rate, then the Borrowers Borrower shall pay to such Lender (without duplication of payments to other Lenders) such additional amounts as such Lender determines will will, together with any adjustment in the Applicable Rate, fully compensate it for such reduction, increased cost or payment, together with interest on each such amount from 15 Banking Days after the date demanded until payment in full thereof at the then highest Applicable Rate. Such additional amounts shall A certificate of an officer of such Lender setting forth in reasonable detail the amount to be payablepaid to it and the basis for computation thereof hereunder shall, in the case absence of those applicable to prior periodsmanifest error, within 15 Business Days after request for be conclusive. In determining such payment by amount, such Lender, accompanied by the certificate described in Section 2.5 and, in the case of those applicable to future periods, on the dates specified, or determined in accordance with a method specified, by such Lender, provided that the Borrowers shall not be liable for Lender may use any amount payable with respect to any period more than 90 days before the date of such request or certificate, or, if earlier the retroactive effective date of the Regulatory Change if such Regulatory Change occurs during such 90-day periodreasonable averaging and attribution methods.

Regulatory Changes. If in the determination of any Lender shall determine that (a) any Regulatory Change change in any Legal Requirement (including any new Legal Requirement) after the date hereof shall actually directly or indirectly indirectly (i) reduce the amount of any sum received or receivable by such Lender with respect to any LIBO Rate the Loan or the Letters of Credit or the return to be earned by such Lender on any LIBO Rate Loan, the Loan or the Letters of Credit, (ii) impose a cost on such Lender or any Affiliate of such Lender that is attributable to the making or maintaining of, or such Lender's commitment to make make, its portion of the Loan or acquirethe Letters of Credit, any LIBO Rate Loan, or (iii) require such Lender or any Affiliate of such Lender to make any payment on on, or calculated by reference to to, the gross amount of any amount received by such Lender in respect of its LIBO Rate Loans under any Credit Document (other than Taxes or its obligations to make LIBO Rate Loans or (iv) reduceincome taxes), or have the effect of reducing, the rate of return on any capital such Lender or any Affiliate of such Lender is required to maintain on account of any LIBO Rate Loan or such Lender's commitment to make any LIBO Rate Loan. and (b) such reduction, increased cost or payment shall not be fully compensated for by an adjustment in the applicable rates Applicable Rate or the Letter of interest payable Credit fees, then, within 15 days after the receipt by the Company of a certificate from such Lender setting forth why it is claiming compensation under this Section 3.10 and computations (in reasonable detail) of the Loan Documentsamount thereof, then the Borrowers Company shall pay to such Lender such additional amounts as such Lender determines will will, together with any adjustment in the Applicable Rate, fully compensate it for such reduction, increased cost or payment, together with interest on such amount from the 15th day after receipt of such certificate until payment in full thereof at the Overdue Reimbursement Rate. Such additional amounts shall The good faith determination by such Lender of the amount to be payablepaid to it and the basis for computation thereof hereunder shall, in the case absence of those applicable manifest error, be conclusive. In determining such amount, such Lender may use any reasonable averaging and attribution methods. The Company shall be entitled to prior periods, within 15 Business Days after request for replace any such payment by such Lender, accompanied by the certificate described in Section 2.5 and, in the case of those applicable to future periods, on the dates specified, or determined Lender in accordance with a method specified, by such Lender, provided that the Borrowers shall not be liable for any amount payable with respect to any period more than 90 days before the date of such request or certificate, or, if earlier the retroactive effective date of the Regulatory Change if such Regulatory Change occurs during such 90-day periodSection 12.3.

Regulatory Changes. If in the determination of any Lender shall determine that (a) any Regulatory Change change in any Legal Requirement (including any new Legal Requirement) after the date hereof shall actually directly or indirectly indirectly (i) reduce the amount of any sum received or receivable by such Lender with respect to any LIBO Rate the Loan or the Letters of Credit or the return to be earned by such Lender on any LIBO Rate Loan, the Loan or the Letters of Credit, (ii) impose a cost on such Lender or any Affiliate of such Lender that is attributable to the making or maintaining of, or such Lender's commitment to make make, its portion of the Loan or acquirethe Letters of Credit, any LIBO Rate Loan, or (iii) require such Lender or any Affiliate of such Lender to make any payment on on, or calculated by reference to to, the gross amount of any amount received by such Lender in respect of its LIBO Rate Loans or its obligations to make LIBO Rate Loans or (iv) reduceunder any Credit Document, or have the effect of reducing, the rate of return on any capital such Lender or any Affiliate of such Lender is required to maintain on account of any LIBO Rate Loan or such Lender's commitment to make any LIBO Rate Loan. and (b) such reduction, increased cost or payment shall not be fully compensated for by an adjustment in the applicable rates Applicable Rate or the Letter of interest payable Credit fees, then, within 15 days after the receipt by the Company of a certificate from such Lender setting forth why it is claiming compensation under this Section 3.8 and computations (in reasonable detail) of the Loan Documentsamount thereof, then the Borrowers Company shall pay to such Lender such additional amounts as such Lender determines will will, together with any adjustment in the Applicable Rate, fully compensate it for such reduction, increased cost or payment, together with interest on such amount from the 15th day after receipt of such certificate until payment in full thereof at the Overdue Rate. Such additional amounts shall The determination by such Lender of the amount to be payablepaid to it and the basis for computation thereof hereunder shall, in the case absence of those applicable demonstrable error, be conclusive. In determining such amount, such Lender may use any reasonable averaging and attribution methods. The Company shall be entitled to prior periods, within 15 Business Days after request for replace any such payment by such Lender, accompanied by the certificate described in Section 2.5 and, in the case of those applicable to future periods, on the dates specified, or determined Lender in accordance with a method specified, by such Lender, provided that the Borrowers shall not be liable for any amount payable with respect to any period more than 90 days before the date of such request or certificate, or, if earlier the retroactive effective date of the Regulatory Change if such Regulatory Change occurs during such 90-day periodSection 13.3.

Regulatory Changes. If in the determination of any Lender shall have determined that (a) any Regulatory Change change in any Legal Requirement after the date hereof shall actually directly or indirectly indirectly (i) reduce the amount of any sum received or receivable by such Lender with respect to any LIBO Rate the Loan or the return to be earned by such Lender on any LIBO Rate the Loan, , (ii) impose a cost on such Lender or any Affiliate of such Lender that is attributable to the making or maintaining of, or such Lender's ’s commitment to make or acquiremake, any LIBO Rate Loan, its portion of the Loans, (iii) require such Lender or any Affiliate of such Lender to make any payment on or calculated by reference to the gross amount of any amount received by such Lender in respect of its LIBO Rate Loans under any Credit Document, or its obligations to make LIBO Rate Loans or (iv) reduce, or have the effect of reducing, the rate of return on any capital of such Lender or any Affiliate of such Lender that such Lender or such Affiliate is required to maintain on account of any LIBO Rate the Loan or such Lender's commitment to make any LIBO Rate Loan. ’s Commitment and (b) such reduction, increased cost or payment shall not be fully compensated for by an adjustment in the applicable rates of interest payable under the Loan DocumentsApplicable Rate, then the Borrowers Borrower shall pay to such Lender (without duplication of payments to other Lenders) such additional amounts as such Lender determines will will, together with any adjustment in the Applicable Rate, fully compensate it for such reduction, increased cost or payment, together with interest on each such amount from 15 Banking Days after the date demanded until payment in full thereof at the then highest Applicable Rate. Such additional amounts shall A certificate of an officer of such Lender setting forth in reasonable detail the amount to be payablepaid to it and the basis for computation thereof hereunder shall, in the case absence of those applicable to prior periodsmanifest error, within 15 Business Days after request for be conclusive. In determining such payment by amount, such Lender, accompanied by the certificate described in Section 2.5 and, in the case of those applicable to future periods, on the dates specified, or determined in accordance with a method specified, by such Lender, provided that the Borrowers shall not be liable for Lender may use any amount payable with respect to any period more than 90 days before the date of such request or certificate, or, if earlier the retroactive effective date of the Regulatory Change if such Regulatory Change occurs during such 90-day periodreasonable averaging and attribution methods.

Regulatory Changes. If in the determination of any Lender (a) any Regulatory Change shall actually directly or indirectly (i) reduce the amount of any sum received or receivable by such Lender with respect to any LIBO Rate Loan or the return to be earned by such Lender on any LIBO Rate Loan, (ii) impose a cost on such Lender or any Affiliate of such Lender that is attributable to the making or maintaining of, or such Lender▇▇▇▇▇▇'s commitment to make or acquire, any LIBO Rate Loan, (iii) require such Lender or any Affiliate of such Lender to make any payment on or calculated by reference to any amount received by such Lender in respect of its LIBO Rate Loans or its obligations to make LIBO Rate Loans Loans, or (iv) reduce, or have the effect of reducing, the rate of return on any capital such Lender or any Affiliate of such Lender is required to maintain on account of any LIBO Rate Loan or such Lender's commitment to make any LIBO Rate Loan. Loan and (b) such reduction, increased cost or payment shall not be fully compensated for by an adjustment in the applicable rates of interest payable under the Loan Documents, then the Borrowers Borrower shall pay to such Lender such additional amounts as such Lender determines will fully compensate it for such reduction, increased cost or payment. Such additional amounts shall be payable, in the case of those applicable to prior periods, within 15 Business Days after request for such payment by such Lender, accompanied by the certificate described in Section 2.5 (Determinations) and, in the case of those applicable to future periods, on the dates specified, or determined in accordance with a method specified, by such Lender, provided that the Borrowers Borrower shall not be liable for any amount payable with respect to any period more than 90 days before the date of such request or certificate, or, if earlier the retroactive effective date of the Regulatory Change if such Regulatory Change occurs during such 90-day period.

Regulatory Changes. If in If, after the determination date of any Lender (a) this Agreement, any Regulatory Change shall actually directly or indirectlyChange (i) shall subject any Lender to any tax, duty or other charge with respect to its obligation to make or maintain any Loan or its Commitment, or shall change the basis of taxation of payments to such Lender of the principal of or interest on the Loans or in respect of any other amounts due under this Agreement in respect of its obligation to make any Loan or maintain its Commitment (except for changes in the rate of tax on the overall net income of such Lender); or (ii) shall impose, modify or deem applicable any reserve, assessment, special deposit, capital adequacy, capital maintenance or similar requirement against assets of, deposits with or for the account of, or credit extended by, such Lender or shall impose on such Lender any other condition affecting (x) the obligation of the Lender to make or maintain the Loans or its Commitment, or (y) the Revolving Notes or the Swing Line Note; and the result of any of the foregoing is to increase the cost to such Lender of making or maintaining any Loan or maintaining its Commitment or to reduce the amount of any sum received or receivable by such Lender with respect to any LIBO Rate Loan or the return to be earned by such Lender on any LIBO Rate Loan, (ii) impose a cost on such Lender or any Affiliate of such Lender that is attributable to the making or maintaining ofunder, or such Lender's commitment to make or acquire, any LIBO Rate Loan, (iii) require such Lender or any Affiliate of such Lender to make any payment on or calculated by reference to any amount received by such Lender in respect of its LIBO Rate Loans or its obligations to make LIBO Rate Loans or (iv) reduce, or have the effect of reducing, the rate of return on any capital attributable to, this Agreement or under the Revolving Notes or the Swing Line Note, such Lender or any Affiliate shall, within 90 days after the effective date of such Lender Regulatory Change, provide written notice to the Borrower of such Regulatory Change (it being agreed by the parties hereto that if such notice is required given after 90 days' of the effective date of such Regulatory Change, the Borrower shall be liable to maintain on account the Lenders for the additional amounts payable pursuant to this Section 3.2 only to the extent such additional amounts accrue from and after the date 90 days prior to the date of any LIBO Rate Loan the giving of such notice), together with a certificate describing in reasonable detail such increase or such Lender's commitment to make any LIBO Rate Loan. and (b) such reduction, increased cost or payment shall not be fully compensated for as the case may be, then, within 90 days after delivery of such notice by an adjustment in such Lender to the applicable rates of interest payable under Borrower, the Loan Documents, then the Borrowers Borrower shall pay to such Lender for the account of such Lender such additional amount or amounts as will compensate such Lender determines will fully compensate it for such increase or reduction, increased cost or payment. Such additional amounts shall be payable, in the case of those applicable to prior periods, within 15 Business Days after request for such payment by such Lender, accompanied by the certificate described in Section 2.5 and, in the case of those applicable to future periods, on the dates specified, or determined in accordance with a method specified, by such Lender, provided that the Borrowers shall not be liable for any amount payable with respect to any period more than 90 days before the date of such request or certificate, or, if earlier the retroactive effective date of the Regulatory Change if such Regulatory Change occurs during such 90-day period.

Regulatory Changes. If in the determination of any Lender shall determine that (a) any Regulatory Change change in any Legal Requirement (including any new Legal Requirement) after the date hereof shall actually directly or indirectly indirectly (i) reduce the amount of any sum received or receivable by such Lender with respect to any LIBO Rate the Loan or the Letters of Credit or the return to be earned by such Lender on any LIBO Rate Loan, the Loan or the Letters of Credit, (ii) impose a cost on such Lender or any Affiliate of such Lender that is attributable to the making or maintaining of, or such Lender's commitment to make make, its portion of the Loan or acquirethe Letters of Credit, any LIBO Rate Loan, or (iii) require such Lender or any Affiliate of such Lender to make any payment on on, or calculated by reference to to, the gross amount of any amount received by such Lender in respect of its LIBO Rate Loans or its obligations to make LIBO Rate Loans or (iv) reduceunder any Credit Document, or have the effect of reducing, the rate of return on any capital such Lender or any Affiliate of such Lender is required to maintain on account of any LIBO Rate Loan or such Lender's commitment to make any LIBO Rate Loan. and (b) such reduction, increased cost or payment shall not be fully compensated for by an adjustment in the applicable rates Applicable Rate or the Letter of interest Credit fees, then, the Lender shall, promptly after it has made such determination, give notice thereof to the Company. Promptly after the receipt by the Company of any such notice, the Company and the Lender shall attempt to negotiate in good faith an adjustment to the amount payable by the Borrower to the Lender under this Section 3.8, which amount, together with any adjustment in the Loan DocumentsApplicable Rate, shall be sufficient to fully compensate the Lender for such reduction, increased cost or payment taking into account any compensation for such reduction, increased cost or payment received by the Lender pursuant to the provisions of Section 3.5, 3.6 or 3.7 hereof. If the Company and the Lender are unable to agree to such adjustment within thirty days of the date upon which the Company receives such notice, then the Borrowers shall Borrower will, on demand by the Lender, pay to such the Lender such additional amounts amount, together with any adjustment in the Applicable Rate, as such Lender determines will shall be sufficient to fully compensate it the Lender for such reduction, increased cost or payment, together with interest on such amount from the 30th day after receipt of such certificate until payment in full thereof at the Overdue Reimbursement Rate. Such additional amounts shall The determination by such Lender of the amount to be payablepaid to it and the basis for computation thereof hereunder shall, in the case absence of those applicable manifest error, be conclusive. In determining such amount, such Lender may use any reasonable averaging and attribution methods. The Borrower shall be entitled to prior periods, within 15 Business Days after request for replace any such payment by such Lender, accompanied by the certificate described in Section 2.5 and, in the case of those applicable to future periods, on the dates specified, or determined Lender in accordance with a method specified, by such Lender, provided that the Borrowers shall not be liable for any amount payable with respect to any period more than 90 days before the date of such request or certificate, or, if earlier the retroactive effective date of the Regulatory Change if such Regulatory Change occurs during such 90-day periodSection 13.3.

Regulatory Changes. If in the determination of any Lender shall determine that (a) any Regulatory Change change in any Legal Requirement (including any new Legal Requirement) after the date hereof shall actually directly or indirectly indirectly (i) reduce the amount of any sum received or receivable by such Lender with respect to any LIBO Rate the Revolving Loan or the Letters of Credit or the return to be earned by such Lender on any LIBO Rate Loan, the Revolving Loan or the Letters of Credit, (ii) impose a cost on such Lender or any Affiliate of such Lender that is attributable to the making or maintaining of, or such Lender's commitment to make make, its portion of the Revolving Loan or acquirethe Letters of Credit, any LIBO Rate Loan, or (iii) require such Lender or any Affiliate of such Lender to make any payment on on, or calculated by reference to to, the gross amount of any amount received by such Lender in respect of its LIBO Rate Loans or its obligations to make LIBO Rate Loans or (iv) reduceunder any Credit Document, or have the effect of reducing, the rate of return on any capital such Lender or any Affiliate of such Lender is required to maintain on account of any LIBO Rate Loan or such Lender's commitment to make any LIBO Rate Loan. and (b) such reduction, increased cost or payment shall not be fully compensated for by an adjustment in the applicable rates Applicable Rate or the Letter of interest Credit fees, then, the Lender shall, promptly after it has made such determination, give notice thereof to the Company. Promptly after the receipt by the Company of any such notice, the Company and the Lender shall attempt to negotiate in good faith an adjustment to the amount payable by the Borrowers to the Lender under this Section 3.8, which amount, together with any adjustment in the Loan DocumentsApplicable Rate, shall be sufficient to fully compensate the Lender for such reduction, increased cost or payment taking into account any compensation for such reduction, increased cost or payment received by the Lender pursuant to the provisions of Section 3.5, 3.6 or 3.7 hereof. If the Company and the Lender are unable to agree to such adjustment within thirty days of the date upon which the Company receives such notice, then the Borrowers shall will, on demand by the Lender, pay to such the Lender such additional amounts amount, together with any adjustment in the Applicable Rate, as such Lender determines will shall be sufficient to fully compensate it the Lender for such reduction, increased cost or payment, together with interest on such amount from the 30th day after receipt of such certificate until payment in full thereof at the Overdue Reimbursement Rate. Such additional amounts shall The determination by such Lender of the amount to be payablepaid to it and the basis for computation thereof hereunder shall, in the case absence of those applicable manifest error, be conclusive. In determining such amount, such Lender may use any reasonable averaging and attribution methods. The Borrowers shall be entitled to prior periods, within 15 Business Days after request for replace any such payment by such Lender, accompanied by the certificate described in Section 2.5 and, in the case of those applicable to future periods, on the dates specified, or determined Lender in accordance with a method specified, by such Lender, provided that the Borrowers shall not be liable for any amount payable with respect to any period more than 90 days before the date of such request or certificate, or, if earlier the retroactive effective date of the Regulatory Change if such Regulatory Change occurs during such 90-day periodSection 13.3.

Regulatory Changes. If in the determination of any Lender (a) any Regulatory Change shall actually directly or indirectly indirectly (i) reduce the amount of any sum received or receivable by such Lender with respect to any LIBO Rate Loan Advance or the return to be earned by such Lender on any LIBO Rate Loan, Advance, (ii) impose a cost any reserve requirements on such Lender or any Affiliate affiliate of such Lender that is attributable to the making or maintaining of, or such Lender's commitment to make or acquiremake, any LIBO Rate Loan, Advance, (iii) require such Lender or any Affiliate of such Lender to make any payment on or calculated by reference to any amount received by such Lender in respect of its LIBO Rate Loans or its obligations to make LIBO Rate Loans or (iv) reduce, or have the effect of reducing, the rate of return on any the capital such of Lender or any Affiliate affiliate of such Lender is required allocable to maintain on account of any LIBO Rate Loan Advance or such Lender's commitment to make any LIBO Rate Loan. Advance and (b) such reduction, increased cost reserve or payment shall not be fully compensated for by an adjustment in the applicable rates of interest payable under the Loan Documentshereunder, then the Borrowers Lender shall pay to promptly notify Borrowing Agent of such Lender such additional amounts as such Lender determines will will, together with any adjustment in the applicable rates of interest payable hereunder, fully compensate it for such reduction, increased cost or payment. Such additional Borrowers and Lender shall thereafter in good faith negotiate an adjustment to the fees payable or increased interest payable hereunder which, in the reasonable judgment of Borrowers and Lender, will adequately compensate Lender (or Lender affiliate) in light of these circumstances. In the event that Borrowers and Lender are unable to agree on such adjustment within thirty (30) days after the date on which Lender sends such notice to Borrowing Agent, Borrowers may pay the Advances and terminate this Agreement without payment of the Termination Fee provided for in Section 13.1 at any time within the next one hundred eighty (180) days, but with payment of the amount of money that Lender has determined will adequately compensate Lender or its affiliate in these circumstances for the period from the later of the date of such Regulatory Change or the date that is three (3) months prior to the date of Lender's notice to Borrowing Agent of such Regulatory Change. In the event Borrowers and Lender agree on such adjustment, such amounts shall be payablepaid, in the case of those applicable to prior periods, within 15 Business Days fifteen (15) days after request by Lender for such payment by such Lender, accompanied by the certificate described in Section 2.5 andor, in the case of those applicable to future periods, on the dates specified, or determined in accordance with a method specified, by such Lender, provided that the Borrowers shall not be liable for any amount payable with respect to any period more than 90 days before the date of such request or certificate, or, if earlier the retroactive effective date of the Regulatory Change if such Regulatory Change occurs during such 90-day period.

Regulatory Changes. If in If, after the determination date of this ------------------ Agreement, any Lender Regulatory Change: (a) shall subject any Regulatory Change Lender to any tax, duty or other charge with respect to its obligation to make or maintain any Loan or its Commitment, or shall actually directly change the basis of taxation of payments to such Lender of the principal of or indirectlyinterest on the Loans or in respect of any other amounts due under this Agreement in respect of its obligation to make any Loan or maintain its Commitment (except for changes in the rate of tax on the overall net income of such Lender); or (b) shall impose, modify or deem applicable any reserve, assessment, special deposit, capital adequacy, capital maintenance or similar requirement against assets of, deposits with or for the account of, or credit extended by, such Lender or shall impose on such Lender any other condition affecting (i) the obligation of the Lender to make or maintain the Loans or its Commitment, or (ii) the Revolving Notes or the Swing Line Note; and the result of any of the foregoing is to increase the cost to such Lender of making or maintaining any Loan or maintaining its Commitment or to reduce the amount of any sum received or receivable by such Lender with respect to any LIBO Rate Loan or the return to be earned by such Lender on any LIBO Rate Loan, (ii) impose a cost on such Lender or any Affiliate of such Lender that is attributable to the making or maintaining ofunder, or such Lender's commitment to make or acquire, any LIBO Rate Loan, (iii) require such Lender or any Affiliate of such Lender to make any payment on or calculated by reference to any amount received by such Lender in respect of its LIBO Rate Loans or its obligations to make LIBO Rate Loans or (iv) reduce, or have the effect of reducing, the rate of return on any capital attributable to, this Agreement or under the Revolving Notes or the Swing Line Note, such Lender shall, within 30 days after the effective date of such Regulatory Change, provide written notice to the Borrowers of such Regulatory Change (it being agreed by the parties hereto that if such notice is given after 30 days' of the effective date of such Regulatory Change, the Borrowers shall be liable to the Lenders for the additional amounts payable pursuant to this Section 3.2 only to the extent such additional amounts accrue from and after the date of the giving of such notice), together with a certificate describing in reasonable detail such increase or reduction, as the case may be, then, within 30 days after delivery of such notice by such Lender to the Borrowers if such Regulatory Change shall impose costs in excess of those costs, or reduce the amount of any Affiliate such sum or rate of return below the amount or rate, applicable on the date of this Agreement, the Borrowers, shall pay to the Agent for the account of such Lender is required to maintain on for the account of any LIBO Rate Loan or such Lender's commitment to make any LIBO Rate Loan. and (b) such reduction, increased cost or payment shall not be fully compensated for by an adjustment in the applicable rates of interest payable under the Loan Documents, then the Borrowers shall pay to such Lender such additional amount or amounts as will compensate such Lender determines will fully compensate it for such increase or reduction. A certificate of such Lender setting forth the basis for the amount of said increase or reduction, increased cost or payment. Such additional amounts as the case may be, shall be payable, conclusive in the case absence of those applicable to prior periods, within 15 Business Days after request for such payment by such Lender, accompanied by the certificate described in Section 2.5 and, in the case of those applicable to future periods, on the dates specified, or determined in accordance with a method specified, by such Lender, provided that the Borrowers shall not be liable for any amount payable with respect to any period more than 90 days before the date of such request or certificate, or, if earlier the retroactive effective date of the Regulatory Change if such Regulatory Change occurs during such 90-day periodmanifest error.

Regulatory Changes. If in the determination of any Lender (a) any Regulatory Change shall actually directly or indirectly (i) reduce the amount of any sum received or receivable by such Lender with respect to any LIBO Rate Loan or the return to be earned by such Lender on any LIBO Rate Loan, (ii) impose a cost on such Lender or any Affiliate of such Lender that is attributable to the making or maintaining of, or such Lender's commitment to make or acquire, any LIBO Rate Loan, (iii) require such Lender or any Affiliate of such Lender to make any payment on or calculated by reference to any amount received by such Lender in respect of its LIBO Rate Loans or its obligations to make LIBO Rate Loans or (iv) reduce, or have the effect of reducing, the rate of return on any capital such Lender or any Affiliate of such Lender is required to maintain on account of any LIBO Rate Loan or such Lender's commitment to make any LIBO Rate Loan. and (b) such reduction, increased cost or payment shall not be fully compensated for by an adjustment in the applicable rates of interest payable under the Loan Documents, then the Borrowers Borrower shall pay to such Lender such additional amounts as such Lender determines will fully compensate it for such reduction, increased cost or payment. Such additional amounts shall be payable, in the case of those applicable to prior periods, within 15 Business Days after request for such payment by such Lender, accompanied by the certificate described in Section 2.5 and, in the case of those applicable to future periods, on the dates specified, or determined in accordance with a method specified, by such Lender, provided that the Borrowers Borrower shall not be liable for any amount payable with respect to any period more than 90 days before the date of such request or certificate, or, if earlier the retroactive effective date of the Regulatory Change if such Regulatory Change occurs during such 90-day period.

Regulatory Changes. If If, in the determination of any Lender of the Lenders: (ai) any Regulatory Change shall actually directly or indirectly : (iA) reduce the amount of any sum received or or, receivable by such Lender with respect to any LIBO Rate Loan or the return to be earned by such Lender on any LIBO Rate Loan, Revolving Credit Facility; (iiB) impose a cost on such Lender or any Affiliate of such Lender that is attributable to the making available or maintaining of, or such Lender's ’s commitment to make or acquireavailable, any LIBO Rate Loan, the Revolving Credit Facility; (iiiC) require such Lender or any Affiliate of such Lender to make any payment on on, or calculated by reference to to, the gross amount of any amount received by such Lender in respect of its LIBO Rate Loans under any Loan Document; or its obligations to make LIBO Rate Loans or (ivD) reduce, or have the effect of reducing, the rate of return on any capital of such Lender or any Affiliate of such Lender that such Lender or such Affiliate is required to maintain on account of any LIBO Rate Loan the Revolving Credit Facility, or such Lender's commitment to make any LIBO Rate Loan. and ’s Commitment; and (bii) such reduction, increased cost or payment shall not be fully compensated for by an adjustment in the applicable rates of interest payable under the Loan Documents, ; then the Borrowers shall pay to such Lender such additional amounts as such Lender reasonably determines will will, together with any adjustment in the applicable rates of interest payable hereunder, fully compensate it for such reduction, increased cost or payment. Such additional additional, amounts shall be payable, in the case of those applicable to prior periods, within 15 Business Days after request by such Lender for such payment by such Lender, accompanied by the certificate described in Section 2.5 and, in the case of those applicable to future periods, on the dates date specified, or determined in accordance with a method specified, by such Lender, provided that . Such Lender will promptly notify the Agent and the Borrowers of any determination made by it referred to in clauses (i) and (ii) above and provide to Agent and Borrowers a reasonably detailed calculation of all amounts required to be paid by the Borrowers, but the failure to give such notice shall not be liable for any amount payable with respect affect such Lender’s right to any period more than 90 days before the date of such request or certificate, or, if earlier the retroactive effective date of the Regulatory Change if such Regulatory Change occurs during such 90-day periodcompensation.

Regulatory Changes. If in the determination of any Lender Bank (a) any Regulatory Change shall actually directly or indirectly indirectly (i) reduce the amount of any sum received or receivable by such Lender Bank with respect to any LIBO Rate Loan or the return to be earned by such Lender Bank on any LIBO Rate Loan, , (ii) impose a cost on such Lender Bank or any Affiliate of such Lender Bank that is attributable to the making or maintaining of, or such LenderBank's commitment to make or acquiremake, any LIBO Rate Loan, , (iii) require such Lender Bank or any Affiliate of such Lender Bank to make any payment on or calculated by reference to the gross amount of any amount received by such Lender in respect of its LIBO Rate Loans Bank under any Loan Document or its obligations to make LIBO Rate Loans or (iv) reduce, or have the effect of reducing, the rate of return on any capital of such Lender Bank or any Affiliate of such Lender Bank that such Bank or such Affiliate is required to maintain on account of any LIBO Rate Loan or such LenderBank's commitment to make any LIBO Rate Loan. Loan and (b) such reduction, increased cost or payment shall not be fully compensated for by an adjustment in the applicable rates of interest payable under the Loan Documents, then the Borrowers Borrower shall pay to such Lender Bank such additional amounts as such Lender Bank determines will will, together with any adjustment in the applicable rates of interest payable hereunder, fully compensate it for such reduction, increased cost or payment. Such additional amounts shall be payable, in the case of those applicable to prior periods, within 15 Business Days after request by such Bank for such payment by such Lender, accompanied by the certificate described in Section 2.5 7.05 and, in the case of those applicable to future periods, on the dates specified, or determined in accordance with a method specified, by such LenderBank. Each Bank will promptly notify the Borrower of any determination made by it referred to in clauses (a) and (b) above, provided but the failure to give such notice shall not affect such Bank's right to such compensation; provided, however, that the Borrowers Borrower shall not be liable required to pay such additional amounts in respect of any Regulatory Change for any amount payable with respect period ending prior to any period more than the date that is 90 days before prior to the giving of the notice of the determination of such additional amounts (unless such period shall have commenced after the date that such Bank notified the Borrower of the possibility that additional amounts may be payable as a result of such request or certificateRegulatory Change), orexcept, if earlier the retroactive effective date of the Regulatory Change if such Regulatory Change occurs during shall have been imposed retroactively, for the period from the effective date of such 90-day periodRegulatory Change to the date that is 90 days after the first date on which such Bank reasonably should have had knowledge of such Regulatory Change.

Regulatory Changes. If in If, after the determination date of any Lender (a) this Agreement, any Regulatory Change shall actually directly or indirectlyChange (i) shall subject any Lender to any tax, duty or other charge with respect to its obligation to make or maintain any Loan or its Commitment, or shall change the basis of taxation of payments to such Lender of the principal of or interest on the Loans or in respect of any other amounts due under this Agreement in respect of its obligation to make any Loan or maintain its Commitment (except for changes in the rate of tax on the overall net income of such Lender); or (ii) shall impose, modify or deem applicable any reserve, assessment, special deposit, capital adequacy, capital maintenance or similar requirement against assets of, deposits with or for the account of, or credit extended by, such Lender or shall impose on such Lender any other condition affecting (x) the obligation of the Lender to make or maintain the Loans or its Commitment, or (y) the Revolving Notes or the Swing Line Note; and the result of any of the foregoing is to increase the cost to such Lender of making or maintaining any Loan or maintaining its Commitment or to reduce the amount of any sum received or receivable by such Lender with respect to any LIBO Rate Loan or the return to be earned by such Lender on any LIBO Rate Loan, (ii) impose a cost on such Lender or any Affiliate of such Lender that is attributable to the making or maintaining ofunder, or such Lender's commitment to make or acquire, any LIBO Rate Loan, (iii) require such Lender or any Affiliate of such Lender to make any payment on or calculated by reference to any amount received by such Lender in respect of its LIBO Rate Loans or its obligations to make LIBO Rate Loans or (iv) reduce, or have the effect of reducing, the rate of return on any capital attributable to, this Agreement or under the Revolving Notes or the Swing Line Note, such Lender or any Affiliate shall, within 30 days after the effective date of such Regulatory Change, provide written notice to the Borrower of such Regulatory Change (it being agreed by the parties hereto that if such notice is given after 30 days' of the effective date of such Regulatory Change, the Borrower shall be liable to the Lenders for the additional amounts payable pursuant to this Section 3.2 only to the extent such additional amounts accrue from and after the date of the giving of such notice), together with a certificate describing in reasonable detail such increase or reduction, as the case may be, then, within 30 days after delivery of such notice by such Lender is required to maintain on account the Borrower if such Regulatory Change shall impose costs in excess of those costs, or reduce the amount of any LIBO Rate Loan such sum or such Lender's commitment to make any LIBO Rate Loan. and (b) such reductionrate of return below the amount or rate, increased cost or payment shall not be fully compensated for by an adjustment in applicable on the applicable rates date of interest payable under this Agreement, the Loan DocumentsBorrower, then the Borrowers shall pay to such Lender for the account of such Lender such additional amount or amounts as will compensate such Lender determines will fully compensate it for such increase or reduction. A certificate of such Lender setting forth the basis for the amount of said increase or reduction, increased cost or payment. Such additional amounts as the case may be, shall be payable, conclusive in the case absence of those applicable to prior periods, within 15 Business Days after request for such payment by such Lender, accompanied by the certificate described in Section 2.5 and, in the case of those applicable to future periods, on the dates specified, or determined in accordance with a method specified, by such Lender, provided that the Borrowers shall not be liable for any amount payable with respect to any period more than 90 days before the date of such request or certificate, or, if earlier the retroactive effective date of the Regulatory Change if such Regulatory Change occurs during such 90-day periodmanifest error.

Regulatory Changes. If any Regulatory Change: (1) shall subject the Bank to any Tax determined by the Bank to be applicable to any Adjusted LIBO Rate Loan, to the Bank's obligation to make or maintain any such Adjusted LIBO Rate Loan, to this Agreement or the Note, or shall, in the determination of the Bank, change the basis of taxation of payments to the Bank of the principal of or interest on any Lender (a) Adjusted LIBO Rate Loan or of any Regulatory Change shall actually directly other amounts payable under this Agreement in respect of any Adjusted LIBO Rate Loan or indirectlyits obligation to make or maintain any Adjusted LIBO Rate Loan; or (i2) shall impose, increase, modify or deem applicable any Tax, reserve, insurance charge, special deposit, assessment or other requirement or condition (other than reserves and assessments taken into account in the calculation of the Adjusted LIBO Rate) against assets of, deposits with or to the account of, credit extended by, or the obligations of the Bank under this Agreement, or shall impose on the Bank or on any relevant interbank market for U.S. Dollars, any condition; and the result of the foregoing, in the determination of the Bank, is to (x) reduce the amount of any sum received or receivable by such Lender the Bank with respect to any Adjusted LIBO Rate Loan or the return to be earned by such Lender the Bank on any LIBO Rate such Loan, , (iiy) impose a cost on such Lender or any Affiliate of such Lender the Bank that is attributable to the making or maintaining of, or such Lender's its commitment to make or acquiremake, any such Adjusted LIBO Rate Loan, , or (iiiz) require such Lender or any Affiliate of such Lender the Bank to make any payment on on, or calculated by reference to to, the gross amount of any amount received by it hereunder or under any such Lender in respect of its LIBO Rate Loans or its obligations to make LIBO Rate Loans or (iv) reduceLoan, or have then, within 15 days after request by the effect of reducingBank, the rate of return on any capital such Lender or any Affiliate of such Lender is required to maintain on account of any LIBO Rate Loan or such Lender's commitment to make any LIBO Rate Loan. and (b) such reduction, increased cost or payment shall not be fully compensated for by an adjustment in the applicable rates of interest payable under the Loan Documents, then the Borrowers Borrower shall pay to such Lender the Bank such additional amount or amounts as such Lender the Bank determines will fully compensate it the Bank for such reduction, increased cost or payment. Such additional amounts The Bank will promptly notify the Borrower of any Regulatory Change of which it has knowledge that will entitle the Bank to compensation pursuant to this Section 2.4(b), but the failure to give such notice shall be payablenot affect the Bank's right to such compensation. The Bank agrees to take any reasonable action which the Bank determines, in its discretion, may be available without cost or expense to the case of those applicable Bank in order to prior periods, within 15 Business Days after request for such payment by such Lender, accompanied by eliminate or mitigate the certificate described in Section 2.5 and, in the case of those applicable to future periods, on the dates specified, or determined in accordance with a method specified, by such Lender, provided that the Borrowers shall not be liable for any amount payable with respect to any period more than 90 days before the date effect of such request or certificate, or, if earlier the retroactive effective date of the Regulatory Change if such Regulatory Change occurs during such 90-day periodChange.

Regulatory Changes. If in the determination of any Lender shall have determined that (a) any Regulatory Change change in any Legal Requirement after the date hereof shall actually directly or indirectly indirectly (i) reduce the amount of any sum received or receivable by such Lender with respect to any LIBO Rate the Loan or the return to be earned by such Lender on any LIBO Rate the Loan, , (ii) impose a cost on such Lender or any Affiliate of such Lender that is attributable to the making or maintaining of, or such Lender's commitment to make or acquiremake, any LIBO Rate its portion of the Loan, , (iii) require such Lender or any Affiliate of such Lender to make any payment on or calculated by reference to the gross amount of any amount received by such Lender in respect of its LIBO Rate Loans under any Credit Document, or its obligations to make LIBO Rate Loans or (iv) reduce, or have the effect of reducing, the rate of return on any capital of such Lender or any Affiliate of such Lender that such Lender or such Affiliate is required to maintain on account of any LIBO Rate the Loan or such Lender's commitment to make any LIBO Rate Loan. Commitment and (b) such reduction, increased cost or payment shall not be fully compensated for by an adjustment in the applicable rates of interest payable under the Loan DocumentsApplicable Rate, then the Borrowers jointly and severally shall pay to such Lender (without duplication of payments to other Lenders) such additional amounts as such Lender determines will will, together with any adjustment in the Applicable Rate, fully compensate it for such reduction, increased cost or payment, together with interest on each such amount from 15 Banking Days after the date demanded until payment in full thereof at the then highest Applicable Rate. Such additional amounts shall A certificate of an officer of such Lender setting forth in reasonable detail the amount to be payablepaid to it and the basis for computation thereof hereunder shall, in the case absence of those applicable to prior periodsmanifest error, within 15 Business Days after request for be conclusive. In determining such payment by amount, such Lender, accompanied by the certificate described in Section 2.5 and, in the case of those applicable to future periods, on the dates specified, or determined in accordance with a method specified, by such Lender, provided that the Borrowers shall not be liable for Lender may use any amount payable with respect to any period more than 90 days before the date of such request or certificate, or, if earlier the retroactive effective date of the Regulatory Change if such Regulatory Change occurs during such 90-day periodreasonable averaging and attribution methods.