Common use of Regulatory Changes Clause in Contracts

Regulatory Changes. If in the reasonable determination of any Lender (a) any Regulatory Change shall directly or indirectly (i) reduce the amount of any sum received or receivable by such Lender with respect to any Loan or the return to be earned by such Lender on any Loan, (ii) impose a cost on such Lender or any Affiliate of such Lender that is attributable to the making, funding or maintaining of, or such Lender’s commitment to make, any 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 under any Loan Document 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 Loan or such Lender’s commitment to make any 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 Borrower shall pay to such Lender such additional amounts as such Lender determines will, together with any adjustment in the applicable rates of interest payable hereunder, fully compensate for such reduction, increased cost or payment. Such additional amounts shall be payable, in the case of those applicable to prior periods, within 15 days after request by such Lender for such payment 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. Each Lender will promptly notify the Borrower of any determination made by it referred to in clauses (a) and (b) above, but the failure to give such notice shall not affect such Lender’s right to compensation.

Regulatory Changes. If in the reasonable 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 directly or indirectly (i) reduce the amount of any sum received or receivable by such Lender with respect to any the Loan or the Letters of Credit or the return to be earned by such Lender on any Loanthe 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, funding making or maintaining of, or such Lender’s commitment to make, any Loanits portion of the Loan or the Letters of Credit, 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 under any Loan Document or (iv) reduceCredit Document, 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 Loan or such Lender’s commitment to make any 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 Borrower Company shall pay to such Lender such additional amounts as such Lender determines will, together with any adjustment in the applicable rates of interest payable hereunderApplicable Rate, fully compensate 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 to prior periodsdemonstrable error, within 15 days after request by be conclusive. In determining such amount, such Lender for may use any reasonable averaging and attribution methods. The Company shall be entitled to replace any such payment 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. Each Lender will promptly notify the Borrower of any determination made by it referred to in clauses (a) and (b) above, but the failure to give such notice shall not affect such Lender’s right to compensationSection 13.3.

Regulatory Changes. If in the reasonable determination of any Lender Bank (a) any Regulatory Change Enacted after the Effective Date shall directly or indirectly (i) reduce the amount of any sum received or receivable by such Lender Bank with respect to any Loan or the return to be earned by such Lender Bank on any Loan, (ii) impose a cost on such Lender Bank or any Affiliate of such Lender Bank that is attributable to the making, funding making or maintaining of, or such Lender’s commitment Bank's Commitment to make, any 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 Bank under any Loan Document 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 Lender Bank or such Affiliate is required to maintain on account of any Loan or such Lender’s commitment Bank's Commitment to make any 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 Borrower shall pay to such Lender Bank such additional amounts as such Lender Bank determines will, together with any adjustment in the applicable rates of interest payable hereunder, fully compensate for such reduction, increased cost or payment. Such additional amounts shall be payable, in the case of those applicable to prior periods, within 15 days after request by such Lender Bank for such payment 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 Lender Bank will promptly notify the Borrower of any determination made by it referred to in clauses (a) and (b) above, but the failure to give such notice shall not affect such Lender’s Bank's right to compensation.

Regulatory Changes. If in the reasonable determination of any Lender Bank (a) any Regulatory Change Enacted after the Agreement Date shall directly or indirectly (i) reduce the amount of any sum received or receivable by such Lender Bank with respect to any Loan or the return to be earned by such Lender Bank on any Loan, (ii) impose a cost on such Lender Bank or any Affiliate of such Lender Bank that is attributable to the making, funding or maintaining of, or such Lender’s Bank's commitment to make, any 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 Bank under any Loan Document 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 Lender Bank or such Affiliate is required to maintain on account of any Loan or such Lender’s Bank's commitment to make any 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 Borrower shall pay to such Lender Bank such additional amounts as such Lender Bank reasonably determines will, together with any adjustment in the applicable rates of interest payable hereunder, fully compensate for such reduction, increased cost or payment. Such additional amounts shall be payable, in the case of those applicable to prior periods, within 15 days after request by such Lender Bank for such payment 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 Lender Bank will promptly notify the Borrower of any determination made by it referred to in clauses (a) and (b) above, but the failure to give such notice shall not affect such Lender’s Bank's right to compensation.

Regulatory Changes. If in the reasonable determination of any Lender of the Lenders: (ai) any Regulatory Change shall directly or indirectly (iA) reduce the amount of any sum received or receivable by such Lender with respect to any Loan or the return to be earned by such Lender on any LoanRevolving Credit Facility, (iiB) impose a cost on such Lender or any Affiliate of such Lender that is attributable to the making, funding making available or maintaining of, or such Lender’s 's commitment to makemake available, any Loanthe 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 under any Loan Document 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 Loan the Revolving Credit Facility, or such Lender’s commitment to make any 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 Borrower shall pay to such Lender such additional amounts as such Lender reasonably determines 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 days Business Days after request by such Lender for such payment 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. Each Such Lender will promptly notify the Agent and the Borrower of any determination made by it referred to in clauses (ai) and (bii) aboveabove and provide to Agent and Borrower a reasonably detailed calculation of all amounts required to be paid by the Borrower, but the failure to give such notice shall not affect such Lender’s 's right to such compensation.

Regulatory Changes. If in the reasonable determination of any Lender the Lender: (ai) any Regulatory Change shall directly or indirectly (iA) reduce the amount of any sum received or receivable by such the Lender with respect to any Loan or the return to be earned by such Lender on any LoanRevolving Credit Facility, (iiB) impose a cost on such the Lender or any Affiliate of such the Lender that is attributable to the making, funding making available or maintaining of, or such the Lender’s commitment to makemake available, any Loanthe Revolving Credit Facility, (iiiC) require such the Lender or any Affiliate of such the Lender to make any payment on on, or calculated by reference to to, the gross amount of any amount received by such the Lender under any Loan Document or (ivD) reduce, or have the effect of reducing, the rate of return on any capital of such the Lender or any Affiliate of such the Lender that such the Lender or such Affiliate is required to maintain on account of any Loan the Revolving Credit Facility, or such the Lender’s commitment to make any Loan and 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 Borrower shall pay to such the Lender such additional amounts as such the Lender reasonably determines 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 days Business Days after request by such the Lender for such payment 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 the Lender. Each The Lender will promptly notify the Borrower of any determination made by it referred to in clauses (ai) and (bii) aboveabove and provide to Borrower a reasonably detailed calculation of all amounts required to be paid by the Borrower, but the failure to give such notice shall not affect such the Lender’s right to such compensation.

Regulatory Changes. If in the reasonable determination of any Lender (a) any Regulatory Change shall directly or indirectly (i) reduce the amount of any sum received or receivable by such Lender with respect to any Loan or the return to be earned by such Lender on any Loan, (ii) impose a cost on such Lender or any Affiliate of such Lender that is attributable to the making, funding making or maintaining of, or such Lender’s commitment to make, any 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 under any Loan Document 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 Loan or such Lender’s commitment to make any 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 Borrower shall pay to such Lender such additional amounts as such Lender determines will, together with any adjustment in the applicable rates of interest payable hereunder, fully compensate for such reduction, increased cost or payment. Such additional amounts shall be payable, in the case of those applicable to prior periods, within 15 thirty (30) days after request by such Lender for such payment 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. Each Lender will promptly notify the Borrower of any determination made by it referred to in clauses (a) and (b) above, but the failure to give such notice shall not affect such Lender’s right to compensation.

Regulatory Changes. If in the reasonable determination of any Lender Bank, (a) any Regulatory Change Enacted after the Restated Agreement Date shall directly or indirectly (i) reduce the amount of any sum received or receivable by such Lender Bank with respect to any Loan or the return to be earned by such Lender on any Loan, (ii) impose a cost on such Lender Bank or any Affiliate of such Lender Bank that is attributable to the making, funding or maintaining of, or such Lender’s Bank's commitment to makemake or acquire, any 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 Loans or its obligations to make 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 Lender Bank or such Affiliate is required to maintain on account of any Loan or such Lender’s Bank's commitment to make or acquire any 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 Documentsresult from a Tax to which Section 1.13 is applicable, then the applicable Borrower shall pay to such Lender Bank such additional amounts as such Lender Bank reasonably determines will, together with any adjustment in the applicable rates of interest payable hereunder, fully compensate for such reduction, increased cost or payment. Such additional amounts shall be payable, in the case of those applicable to prior periods, within 15 days after request by such Lender Bank for such payment 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 Lender Bank will promptly notify the applicable Borrower of any determination made by it referred to in clauses (a) and (b) above, but the failure to give such notice shall not affect such Lender’s Bank's right to compensation; provided, however, that the applicable Borrower shall not be -------- ------- required to pay such additional amounts in respect of any Regulatory Change for any period ending prior to the date that is 90 days 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 Regulatory Change), except, if such Regulatory Change shall have been imposed retroactively, for the period from the effective date of such Regulatory 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 reasonable determination of any Lender of the Lenders: (ai) any Regulatory Change shall directly or indirectly (iA) reduce the amount of any sum received or receivable by such Lender with respect to any Loan or the return to be earned by such Lender on any LoanRevolving Credit Facility, (iiB) impose a cost on such Lender or any Affiliate of such Lender that is attributable to the making, funding making available or maintaining of, or such Lender’s commitment to makemake available, any Loanthe 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 under any Loan Document 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 Loan the Revolving Credit Facility, or such Lender’s commitment to make any Loan and 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 Borrower shall pay to such Lender such additional amounts as such Lender reasonably determines 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 days Business Days after request by such Lender for such payment 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. Each Such Lender will promptly notify the Agent and the Borrower of any determination made by it referred to in clauses (ai) and (bii) aboveabove and provide to Agent and Borrower a reasonably detailed calculation of all amounts required to be paid by the Borrower, but the failure to give such notice shall not affect such Lender’s right to such compensation.

Regulatory Changes. If in the reasonable determination of any Lender (a) any Regulatory Change shall directly or indirectly If, due to either (i) reduce the amount adoption of, or any change in, any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (a “Regulatory Change”), or (ii) compliance by any Lender other than CSCC with any request, guideline or directive (whether or not having the force of law) of any sum such Governmental Authority, there shall be any increase in the cost to any Lender other than CSCC of agreeing to make or making, or funding or maintaining, any Loan, or any reduction of any amount received or receivable by such Lender under this Agreement or any Note with respect to any Loan or the return to be earned thereto, in an amount deemed by such Lender on any Loanto be material to it, (ii) impose a cost on such Lender or any Affiliate of such Lender that is attributable then from time to the makingtime, funding or maintaining of, or such Lender’s commitment to make, any 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 within 15 days after demand by such Lender under any Loan Document or (iv) reducethrough Agent), 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 Loan or such Lender’s commitment to make any 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 Borrower shall pay to such Lender such additional amounts as such Lender determines will, together with any adjustment in the applicable rates of interest payable hereunder, fully shall compensate for such reduction, increased cost or payment. Such additional amounts shall be payable, in the case of those applicable to prior periods, within 15 days after request by such Lender for such payment andincreased cost or reduction. (b) If any Lender other than CSCC shall have determined that any Regulatory Change regarding capital adequacy, or compliance by such Lender (or any Person controlling such Lender) with any request, guideline or directive regarding capital adequacy (whether or not having the force of law) of any Governmental Authority, has or shall have the effect of reducing the rate of return on such Lender’s or such Person’s capital as a consequence of such Lender’s obligations hereunder to a level below that which such Lender or such corporation would have achieved but for such (c) Any such request for compensation by any Lender under this Section 2.11 shall set forth the basis of calculation thereof and shall, in the case absence of those applicable manifest error, be conclusive and binding for all purposes. In determining the amount of such compensation, Lender may use any reasonable averaging and attribution methods. (d) Upon the receipt by Borrower from any Lender (an “Affected Lender”) of a claim for compensation under Section 2.11 or a claim of illegality under Section 2.14, Borrower may: (i) request one or more of the other Lenders to future periods, on the dates specified, acquire and assume all or determined part of such Affected Lender’s Loans and Commitment; or (ii) designate a replacement lending institution (which shall be an Eligible Assignee) to acquire and assume all or a ratable part of such Affected Lender’s Loans and Commitment (a “Replacement Lender”). Any such designation of a Replacement Lender under clause (i) or (ii) shall be effected in accordance with a method specifiedwith, by such Lender. Each Lender will promptly notify and subject to the Borrower terms and conditions of, the assignment provisions contained in Section 8.7, and shall in any event be subject to the prior written consent of any determination made by it referred to in clauses Agent (a) and (b) above, but the failure to give such notice which consent shall not affect such Lender’s right to compensationbe unreasonably withheld).

Regulatory Changes. If in the reasonable determination of any Lender Bank (a) any Regulatory Change Enacted after the Effective Date shall directly or indirectly (i) reduce the amount of any sum received or receivable by such Lender Bank with respect to any Loan or the return to be earned by such Lender Bank on any such Loan, (ii) impose a cost on such Lender Bank or any Affiliate of such Lender Bank that is attributable to the making, funding or maintaining of, or such Lender’s Bank's commitment to make, any Loan or to purchase a participation in any Swing 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 Bank under any Loan Document 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 Lender Bank or such Affiliate is required to maintain on account of any Loan or such Lender’s Bank's commitment to make any Loan or to purchase a participation in any Swing 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 Borrower shall pay to such Lender Bank such additional amounts as such Lender Bank determines will, together with any adjustment in the applicable rates of interest payable hereunder, fully compensate for such reduction, increased cost or payment. Such additional amounts shall be payable, in the case of those applicable to prior periods, within 15 days after request by such Lender Bank for such payment 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 Lender Bank will promptly notify the Borrower of any determination made by it referred to in clauses (a) and (b) above, but the failure to give such notice shall not affect such Lender’s Bank's right to compensation.