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 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 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 (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 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 Bank (a) any Regulatory Change Enacted after, in the case of Fixed Rate Loans (other than CA Loans), the Agreement Date or, in the case of a CA Loan, the time such Bank shall actually have submitted its CA Loan Offer to make such CA Loan, shall directly or indirectly indirectly (i) reduce the amount of any sum received or receivable by such Lender Bank with respect to any LIBO Rate such Loan or the return to be earned by such Lender Bank on any LIBO Rate such 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 such 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 this Agreement or its obligations to make LIBO Rate Loans or Note or any Letter of Credit 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 such Loan or such LenderBank's commitment Commitment to make any LIBO Rate Loan. such 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 Documentsthis Agreement or its Note or any Letter of Credit, then the Borrowers Company 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 days after request by such Bank 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 LenderBank. Each Bank will promptly notify the applicable Borrower of any Regulatory Change that will entitle such Bank to compensation pursuant to this Section 14.02, provided that but the Borrowers failure to give such notice shall not be liable for any amount payable with respect affect such Bank'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 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 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 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 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.absence of

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.

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 reasonable determination of any Lender Bank, (a) any Regulatory Change Enacted after the Restated Agreement Date 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 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 making, funding or maintaining of, or such LenderBank's commitment to make or acquire, any LIBO Rate Loan, , including any reserve requirement, whether under Regulation D or otherwise, (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 Bank under any Loan Document in respect of its LIBO Rate Loans or its obligations to make LIBO Rate Loans or 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 or acquire any LIBO Rate Loan. Loan and (b) such reduction, increased cost or payment shall not be fully compensated for by an result from a Tax to which Section 1.13 is applicable, then the applicable Borrower shall pay to such Bank such additional amounts as such Bank reasonably determines will, together with any adjustment in the applicable rates of interest payable under the Loan Documentshereunder, 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 days after request by such Bank 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 LenderBank. Each Bank will promptly notify the applicable 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 compensation; provided, however, that the Borrowers applicable 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 applicable 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 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 Lender's Bank’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 reasonable determination of ------------------ any Lender Bank, (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 Bank 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 Bank or any Affiliate of such Lender Bank that is attributable to the making making, funding or maintaining of, or such LenderBank's commitment to make or acquire, any LIBO Rate Loan, , including any reserve requirement, whether under Regulation D or otherwise, (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 Bank under any Loan Document in respect of its LIBO Rate Loans or its obligations to make LIBO Rate Loans or 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 or acquire any LIBO Rate Loan. Loan and (b) such reduction, increased cost or payment shall not be fully compensated for by an result from a Tax to which Section 1.13 is applicable, then the applicable Borrower shall pay to such Bank such additional amounts as such Bank reasonably determines will, together with any adjustment in the applicable rates of interest payable under the Loan Documentshereunder, 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 days after request by such Bank 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 LenderBank. Each Bank will promptly notify the applicable 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 compensation; provided, however, that the Borrowers applicable 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 applicable 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.