Common use of Regulatory Changes Clause in Contracts

Regulatory Changes. If any Bank shall determine that (a) any change in any Bank Legal Requirement (including any new Bank Legal Requirement) after the date hereof shall directly or indirectly (i) reduce the amount of any sum received or receivable by such Bank with respect to a Loan or the Letters of Credit or the return to be earned by such Bank on such Loan or the Letters of Credit, (ii) impose a cost on such Bank or any Affiliate of such Bank that is attributable to the making or maintaining of, or such Bank's commitment to make, its portion of such Loan or the Letters of Credit, or (iii) require such Bank or any Affiliate of such Bank to make any payment on, or calculated by reference to, the gross amount of any amount received by such Bank under any Credit Document, and (b) such reduction, increased cost or payment shall not be fully compensated for by an adjustment in the Applicable Rate or the Letter of 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 amount thereof, the Borrower shall pay to such Bank such additional amounts as such Bank determines will, together with any adjustment in the Applicable 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 Reimbursement Rate. The determination by such Bank of the amount to be paid to it and the basis for computation thereof hereunder shall, in the absence of manifest error, be conclusive. In determining such amount, such Bank may use any reasonable averaging and attribution methods.

Regulatory Changes. If any Bank Lender shall determine that (a) any change in any Bank Legal Requirement (including any new Bank Legal Requirement) after the date hereof shall directly or indirectly (i) reduce the amount of any sum received or receivable by such Bank Lender with respect to a the Loan or the Letters of Credit or the return to be earned by such Bank Lender on such the Loan or the Letters of Credit, (ii) impose a cost on such Bank Lender or any Affiliate of such Bank Lender that is attributable to the making or maintaining of, or such Bank's Lender’s commitment to make, its portion of such the Loan or the Letters of Credit, or (iii) require such Bank Lender or any Affiliate of such Bank Lender to make any payment on, or calculated by reference to, the gross amount of any amount received by such Bank Lender under any Credit Document, and (b) such reduction, increased cost or payment shall not be fully compensated for by an adjustment in the Applicable Rate or the Letter of Credit fees, then, within 15 days after the receipt by the Borrower Company of a certificate from such Bank Lender setting forth why it is claiming compensation under this Section 3.8 and computations (in reasonable detail) of the amount thereof, the Borrower Company shall pay to such Bank Lender such additional amounts as such Bank Lender determines will, together with any adjustment in the Applicable 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 Reimbursement Rate. The determination by such Bank Lender of the amount to be paid to it and the basis for computation thereof hereunder shall, in the absence of manifest demonstrable error, be conclusive. In determining such amount, such Bank Lender may use any reasonable averaging and attribution methods. The Company shall be entitled to replace any such Lender in accordance with Section 13.3.

Regulatory Changes. If in the reasonable determination of any Bank shall determine that Lender (a) any change in any Bank Legal Requirement (including any new Bank Legal Requirement) after the date hereof Regulatory Change shall directly or indirectly (i) reduce the amount of any sum received or receivable by such Bank Lender with respect to a any Loan or the Letters of Credit or the return to be earned by such Bank Lender on such Loan or the Letters of Creditany Loan, (ii) impose a cost on such Bank Lender or any Affiliate of such Bank Lender that is attributable to the making making, funding or maintaining of, or such Bank's Lender’s commitment to make, its portion of such Loan or the Letters of Creditany Loan, or (iii) require such Bank Lender or any Affiliate of such Bank Lender to make any payment on, on or calculated by reference to, to the gross amount of any amount received by such Bank Lender under any Credit DocumentLoan 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 Rate or applicable rates of interest payable under the Letter of Credit feesLoan Documents, 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 amount thereof, then the Borrower shall pay to such Bank Lender such additional amounts as such Bank Lender determines will, together with any adjustment in the Applicable Rateapplicable rates of interest payable hereunder, 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 Reimbursement Rate. The determination by such Bank of the amount to Such additional amounts shall be paid to it and the basis for computation thereof hereunder shallpayable, in the absence case of manifest errorthose applicable to prior periods, be conclusivewithin 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. In determining 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 amount, notice shall not affect such Bank may use any reasonable averaging and attribution methodsLender’s right to compensation.

Regulatory Changes. If any Bank Lender shall determine that (a) any change in any Bank Legal Requirement (including any new Bank Legal Requirement) after the date hereof shall directly or indirectly (i) reduce the amount of any sum received or receivable by such Bank Lender with respect to a the Revolving Loan or the Letters of Credit or the return to be earned by such Bank Lender on such the Revolving Loan or the Letters of Credit, (ii) impose a cost on such Bank Lender or any Affiliate of such Bank Lender that is attributable to the making or maintaining of, or such BankLender's commitment to make, its portion of such the Revolving Loan or the Letters of Credit, or (iii) require such Bank Lender or any Affiliate of such Bank Lender to make any payment on, or calculated by reference to, the gross amount of any amount received by such Bank Lender under any Credit Document, and (b) such reduction, increased cost or payment shall not be fully compensated for by an adjustment in the Applicable Rate or the Letter of Credit fees, then, within 15 days the Lender shall, promptly after it has made such determination, give notice thereof to the Company. Promptly after the receipt by the Borrower Company of a certificate from any such Bank setting forth why it is claiming compensation 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 and computations (in reasonable detail) of the amount thereof3.8, the Borrower shall pay to such Bank such additional amounts as such Bank determines willwhich amount, together with any adjustment in the Applicable 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 will, on demand by the Lender, pay to the Lender such additional amount, together with any adjustment in the Applicable Rate, as shall be sufficient to fully compensate the Lender for such reduction, increased cost or payment, together with interest on such amount from the 15th 30th day after receipt of such certificate until payment in full thereof at the Overdue Reimbursement Rate. The determination by such Bank Lender of the amount to be paid to it and the basis for computation thereof hereunder shall, in the absence of manifest error, be conclusive. In determining such amount, such Bank Lender may use any reasonable averaging and attribution methods.

Regulatory Changes. If in the determination of any Bank shall determine that Lender (a) any change in any Bank Legal Requirement (including any new Bank Legal Requirement) Regulatory Change Enacted after the date hereof Agreement Date shall directly or indirectly (i) reduce the amount of any sum received or receivable by such Bank Lender with respect to a any Term Loan or the Letters of Credit or the return to be earned by such Bank Lender on such Loan or the Letters of Creditany Term Loan, (ii) impose a cost on such Bank Lender or any Affiliate of such Bank Lender that is attributable to the making making, funding or maintaining of, or such BankLender's commitment to make, its portion of such Loan or the Letters of Creditany Term Loan, or (iii) require such Bank Lender or any Affiliate of such Bank Lender to make any payment on, on or calculated by reference to, to the gross amount of any amount received by such Bank Lender under any Credit DocumentLoan 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 Term Loan or such Lender's commitment to make any Term Loan and (b) such reduction, increased cost or payment shall not be fully compensated for by an adjustment in the Applicable Rate or applicable rates of interest payable under the Letter of Credit feesLoan Documents, 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 amount thereof, then the Borrower shall pay to the Agent for the account of such Bank Lender such additional amounts as such Bank Lender determines will, together with any adjustment in the Applicable Rateapplicable rates of interest payable hereunder, 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 Reimbursement Rate. The determination by such Bank of the amount to Such additional amounts shall be paid to it and the basis for computation thereof hereunder shallpayable, in the absence case of manifest errorthose applicable to prior periods, be conclusive. In determining within 15 days after request by such amountLender 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 Bank may use any reasonable averaging and attribution methodsLender.

Regulatory Changes. If any Bank Lender shall determine that (a) any change ------------------ in any Bank Legal Requirement (including any new Bank Legal Requirement) after the date hereof shall directly or indirectly (i) reduce the amount of any sum received or receivable by such Bank Lender with respect to a the Loan or the Letters of Credit or the return to be earned by such Bank Lender on such the Loan or the Letters of Credit, (ii) impose a cost on such Bank Lender or any Affiliate of such Bank Lender that is attributable to the making or maintaining of, or such BankLender's commitment to make, its portion of such the Loan or the Letters of Credit, or (iii) require such Bank Lender or any Affiliate of such Bank Lender to make any payment on, or calculated by reference to, the gross amount of any amount received by such Bank Lender under any Credit Document, and (b) such reduction, increased cost or payment shall not be fully compensated for by an adjustment in the Applicable Rate or the Letter of Credit fees, then, within 15 days after the receipt by the Borrower Company of a certificate from such Bank Lender setting forth why it is claiming compensation under this Section 3.8 and computations (in reasonable detail) of the amount thereof, the Borrower Company shall pay to such Bank Lender such additional amounts as such Bank Lender determines will, together with any adjustment in the Applicable 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 Reimbursement Rate. The determination by such Bank Lender of the amount to be paid to it and the basis for computation thereof hereunder shall, in the absence of manifest demonstrable error, be conclusive. In determining such amount, such Bank Lender may use any reasonable averaging and attribution methods. The Company shall be entitled to replace any such Lender in accordance with Section 13.3.

Regulatory Changes. If in the determination of any Bank shall determine that (a) any change in any Bank Legal Requirement (including any new Bank Legal Requirement) after the date hereof Regulatory Change shall directly or indirectly (i) reduce the amount of any sum received or receivable by such Bank with respect to a any Loan or the Letters of Credit or the return to be earned by such Bank on such Loan or the Letters of Creditany Loan, (ii) impose a cost on such Bank or any Affiliate of such Bank that is attributable to the making or maintaining of, or such Bank's commitment to make, its portion of such Loan or the Letters of Creditany Loan, or (iii) require such Bank or any Affiliate of such Bank to make any payment on, on or calculated by reference to, to the gross amount of any amount received by such Bank under any Credit DocumentLoan Document or (iv) reduce, or have the effect of reducing, the rate of return on any capital of such Bank or any Affiliate of such Bank that such Bank or such Affiliate is required to maintain on account of any Loan or such 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 Rate or applicable rates of interest payable under the Letter of Credit feesLoan Documents, 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 amount thereof, then the Borrower shall pay to such Bank such additional amounts as such Bank determines will, together with any adjustment in the Applicable Rateapplicable rates of interest payable hereunder, fully compensate for such reduction, increased cost or payment. Such additional amounts shall be payable, together with interest on such amount from in the 15th day case of those applicable to prior periods, within 15 Business Days after receipt of such certificate until payment in full thereof at the Overdue Reimbursement Rate. The determination request by such Bank of for such payment accompanied by the amount to be paid to it and the basis for computation thereof hereunder shallcertificate described in Section 7.05 and, in the absence case of manifest errorthose applicable to future periods, on the dates specified, or determined in accordance with a method specified, by such Bank. Each 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 Bank's right to such compensation; provided, however, that the Borrower shall not be conclusive. In determining required to pay such amount, 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 Borrower of the possibility that additional amounts may use any reasonable averaging and attribution methodsbe 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 any Bank Lender shall determine have determined that (a) any change in any Bank Legal Requirement (including any new Bank Legal Requirement) after the date hereof shall directly or indirectly (i) reduce the amount of any sum received or receivable by such Bank Lender with respect to a the Loan or the Letters of Credit or the return to be earned by such Bank Lender on such Loan or the Letters of CreditLoan, (ii) impose a cost on such Bank Lender or any Affiliate of such Bank Lender that is attributable to the making or maintaining of, or such Bank's Lender’s commitment to make, its portion of such Loan or the Letters of CreditLoans, or (iii) require such Bank Lender or any Affiliate of such Bank Lender to make any payment on, on or calculated by reference to, to the gross amount of any amount received by such Bank Lender under any Credit 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 the Loan or such Lender’s Commitment and (b) such reduction, increased cost or payment shall not be fully compensated for by an adjustment in the Applicable Rate or the Letter of Credit feesRate, 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 amount thereof, then the Borrower shall pay to such Bank Lender (without duplication of payments to other Lenders) such additional amounts as such Bank Lender determines will, together with any adjustment in the Applicable Rate, fully compensate for such reduction, increased cost or payment, together with interest on each such amount from 15 Banking Days after the 15th day after receipt of such certificate date demanded until payment in full thereof at the Overdue Reimbursement then highest Applicable Rate. The determination by A certificate of an officer of such Bank of Lender setting forth in reasonable detail the amount to be paid to it and the basis for computation thereof hereunder shall, in the absence of manifest error, be conclusive. In determining such amount, such Bank Lender may use any reasonable averaging and attribution methods.

Regulatory Changes. If in the determination of any ------------------ Bank shall determine that (a) any change in any Bank Legal Requirement (including any new Bank Legal Requirement) after the date hereof Regulatory Change shall directly or indirectly (i) reduce the amount of any sum received or receivable by such Bank with respect to a any Loan or the Letters of Credit or the return to be earned by such Bank on such Loan or the Letters of Creditany Loan, (ii) impose a cost on such Bank or any Affiliate of such Bank that is attributable to the making or maintaining of, or such Bank's commitment to make, its portion of such Loan or the Letters of Creditany Loan, or (iii) require such Bank or any Affiliate of such Bank to make any payment on, on or calculated by reference to, to the gross amount of any amount received by such Bank under any Credit DocumentLoan Document or (iv) reduce, or have the effect of reducing, the rate of return on any capital of such Bank or any Affiliate of such Bank that such Bank or such Affiliate is required to maintain on account of any Loan or such 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 Rate or applicable rates of interest payable under the Letter of Credit feesLoan Documents, 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 amount thereof, then the Borrower shall pay to such Bank such additional amounts as such Bank determines will, together with any adjustment in the Applicable Rateapplicable rates of interest payable hereunder, fully compensate for such reduction, increased cost or payment. Such additional amounts shall be payable, together with interest on such amount from in the 15th day case of those applicable to prior periods, within 15 days after receipt of such certificate until payment in full thereof at the Overdue Reimbursement Rate. The determination request by such Bank of the amount to be paid to it and the basis for computation thereof hereunder shallsuch payment and, in the absence case of manifest errorthose applicable to future periods, on the dates specified, or determined in accordance with a method specified, by such Bank. Each 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 Bank's right to compensation. Notwithstanding the foregoing, the Borrower will not be conclusiverequired to reimburse any Bank for any reductions, increased costs or payments under this Section 7.02 arising prior to 90 days preceding the date of such notice, unless the applicable Regulatory Change is imposed retroactively. In determining such amountthe case of a Regulatory Change which is retroactive in effect, such notice shall be provided to the Borrower not later than 90 days from the date that such Bank may use reasonably should have learned of such Regulatory Change, and the Borrower's obligation to compensate such Bank for such reduction, increased cost or payment is contingent upon the provision of such timely notice (but any reasonable averaging failure by such Bank to provide such timely notice shall not affect the Borrower's reimbursement obligations with respect to (x) reductions, increased costs or payments incurred or made from the date as of which the Regulatory Change became effective to the date that is 90 days after such Bank reasonably should have learned of such Regulatory Change and attribution methods(y) reductions, increased costs or payments incurred or made following the provision of such notice).

Regulatory Changes. If in the determination of any Bank shall determine that (a) any change in any Bank Legal Requirement (including any new Bank Legal Requirement) Regulatory Change Enacted after the date hereof Effective Date shall directly or indirectly (i) reduce the amount of any sum received or receivable by such Bank with respect to a any Loan or the Letters of Credit or the return to be earned by such Bank on such Loan or the Letters of CreditLoan, (ii) impose a cost on such Bank or any Affiliate of such Bank that is attributable to the making making, funding or maintaining of, or such Bank's commitment to make, its portion of such any Loan or the Letters of Creditto purchase a participation in any Swing Loan, or (iii) require such Bank or any Affiliate of such Bank to make any payment on, on or calculated by reference to, to the gross amount of any amount received by such Bank under any Credit DocumentLoan Document or (iv) reduce, or have the effect of reducing, the rate of return on any capital of such Bank or any Affiliate of such Bank that such Bank or such Affiliate is required to maintain on account of any Loan or such 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 Rate or applicable rates of interest payable under the Letter of Credit feesLoan Documents, 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 amount thereof, then the Borrower shall pay to such Bank such additional amounts as such Bank determines will, together with any adjustment in the Applicable Rateapplicable rates of interest payable hereunder, fully compensate for such reduction, increased cost or payment. Such additional amounts shall be payable, together with interest on such amount from in the 15th day case of those applicable to prior periods, within 15 days after receipt of such certificate until payment in full thereof at the Overdue Reimbursement Rate. The determination request by such Bank of the amount to be paid to it and the basis for computation thereof hereunder shallsuch payment and, in the absence case of manifest errorthose applicable to future periods, be conclusiveon the dates specified, or determined in accordance with a method specified, by such Bank. In determining Each 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 amount, notice shall not affect such Bank may use any reasonable averaging and attribution methodsBank's right to compensation.

Regulatory Changes. If in the reasonable determination of any Bank shall determine that Bank, (a) any change in any Bank Legal Requirement (including any new Bank Legal Requirement) Regulatory Change Enacted after the date hereof Restated Agreement Date shall directly or indirectly (i) reduce the amount of any sum received or receivable by such Bank with respect to a Loan or the Letters of Credit or the return to be earned by such Bank on such Loan or the Letters of Creditany Loan, (ii) impose a cost on such Bank or any Affiliate of such Bank that is attributable to the making making, funding or maintaining of, or such Bank's commitment to makemake or acquire, its portion of such Loan any Loan, including any reserve requirement, whether under Regulation D or the Letters of Creditotherwise, or (iii) require such Bank or any Affiliate of such Bank to make any payment on, on or calculated by reference to, to the gross amount of any amount received by such Bank under any Credit DocumentLoan 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 Bank or any Affiliate of such Bank that such Bank or such Affiliate is required to maintain on account of any Loan or such 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 result from a Tax to which Section 1.13 is applicable, then the Applicable Rate or the Letter of 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 amount thereof, the applicable Borrower shall pay to such Bank such additional amounts as such Bank reasonably determines will, together with any adjustment in the Applicable Rateapplicable rates of interest payable hereunder, fully compensate for such reduction, increased cost or payment. Such additional amounts shall be payable, together with interest on such amount from in the 15th day case of those applicable to prior periods, within 15 days after receipt of such certificate until payment in full thereof at the Overdue Reimbursement Rate. The determination request by such Bank of the amount to be paid to it and the basis for computation thereof hereunder shallsuch payment and, in the absence case of manifest errorthose applicable to future periods, on the dates specified, or determined in accordance with a method specified, by such Bank. Each 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 Bank's right to compensation; provided, however, that the applicable Borrower shall not be conclusive. In determining -------- ------- required to pay such amount, 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 use any reasonable averaging and attribution methodsbe 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 any Bank Lender shall determine that (a) any change in any Bank Legal Requirement (including any new Bank Legal Requirement) after the date hereof shall directly or indirectly (i) reduce the amount of any sum received or receivable by such Bank Lender with respect to a the Loan or the Letters of Credit or the return to be earned by such Bank Lender on such the Loan or the Letters of Credit, (ii) impose a cost on such Bank Lender or any Affiliate of such Bank Lender that is attributable to the making or maintaining of, or such BankLender's commitment to make, its portion of such the Loan or the Letters of Credit, or (iii) require such Bank Lender or any Affiliate of such Bank Lender to make any payment on, or calculated by reference to, the gross amount of any amount received by such Bank Lender under any Credit DocumentDocument (other than Taxes or income taxes), and (b) such reduction, increased cost or payment shall not be fully compensated for by an adjustment in the Applicable Rate or the Letter of Credit fees, then, within 15 days after the receipt by the Borrower Company of a certificate from such Bank Lender setting forth why it is claiming compensation under this Section 3.8 3.10 and computations (in reasonable detail) of the amount thereof, the Borrower Company shall pay to such Bank Lender such additional amounts as such Bank Lender determines will, together with any adjustment in the Applicable 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 Reimbursement Rate. The good faith determination by such Bank Lender of the amount to be paid to it and the basis for computation thereof hereunder shall, in the absence of manifest error, be conclusive. In determining such amount, such Bank Lender may use any reasonable averaging and attribution methods. The Company shall be entitled to replace any such Lender in accordance with Section 12.3.

Regulatory Changes. If any Bank Lender shall determine have determined that (a) any change in any Bank Legal Requirement (including any new Bank Legal Requirement) after the date hereof shall directly or indirectly (i) reduce the amount of any sum received or receivable by such Bank Lender with respect to a the Loan or the Letters of Credit or the return to be earned by such Bank Lender on such Loan or the Letters of CreditLoan, (ii) impose a cost on such Bank Lender or any Affiliate of such Bank Lender that is attributable to the making or maintaining of, or such BankLender's commitment to make, its portion of such Loan or the Letters of CreditLoan, or (iii) require such Bank Lender or any Affiliate of such Bank Lender to make any payment on, on or calculated by reference to, to the gross amount of any amount received by such Bank Lender under any Credit 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 the Loan or such Lender's Commitment and (b) such reduction, increased cost or payment shall not be fully compensated for by an adjustment in the Applicable Rate or Rate, then the Letter of 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 Borrowers jointly and computations (in reasonable detail) of the amount thereof, the Borrower severally shall pay to such Bank Lender (without duplication of payments to other Lenders) such additional amounts as such Bank Lender determines will, together with any adjustment in the Applicable Rate, fully compensate for such reduction, increased cost or payment, together with interest on each such amount from 15 Banking Days after the 15th day after receipt of such certificate date demanded until payment in full thereof at the Overdue Reimbursement then highest Applicable Rate. The determination by A certificate of an officer of such Bank of Lender setting forth in reasonable detail the amount to be paid to it and the basis for computation thereof hereunder shall, in the absence of manifest error, be conclusive. In determining such amount, such Bank Lender may use any reasonable averaging and attribution methods.

Regulatory Changes. If in the determination of any Bank shall determine that Lender (a) any change in any Bank Legal Requirement (including any new Bank Legal Requirement) after the date hereof Regulatory Change shall directly or indirectly (i) reduce the amount of any sum received or receivable by such Bank Lender with respect to a any Loan or the Letters of Credit or the return to be earned by such Bank Lender on such Loan or the Letters of Creditany Loan, (ii) impose a cost on such Bank Lender or any Affiliate of such Bank Lender that is attributable to the making or maintaining of, or such Bank's Lender’s commitment to make, its portion of such Loan or the Letters of Creditany Loan, or (iii) require such Bank Lender or any Affiliate of such Bank Lender to make any payment on, on or calculated by reference to, to the gross amount of any amount received by such Bank Lender under any Credit DocumentLoan 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 Rate or applicable rates of interest payable under the Letter of Credit feesLoan Documents, 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 amount thereof, then the Borrower shall pay to such Bank Lender such additional amounts as such Bank Lender determines will, together with any adjustment in the Applicable Rateapplicable rates of interest payable hereunder, 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 Reimbursement Rate. The determination by such Bank of the amount to Such additional amounts shall be paid to it and the basis for computation thereof hereunder shallpayable, in the absence case of manifest errorthose applicable to prior periods, be conclusivewithin 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. In determining 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 amount, notice shall not affect such Bank may use any reasonable averaging and attribution methodsLender’s right to compensation.

Regulatory Changes. If any Bank Lender shall determine that (a) any change in any Bank Legal Requirement (including any new Bank Legal Requirement) after the date hereof shall directly or indirectly (i) reduce the amount of any sum received or receivable by such Bank Lender with respect to a the Loan or the Letters of Credit or the return to be earned by such Bank Lender on such the Loan or the Letters of Credit, (ii) impose a cost on such Bank Lender or any Affiliate of such Bank Lender that is attributable to the making or maintaining of, or such BankLender's commitment to make, its portion of such the Loan or the Letters of Credit, or (iii) require such Bank Lender or any Affiliate of such Bank Lender to make any payment on, or calculated by reference to, the gross amount of any amount received by such Bank Lender under any Credit Document, and (b) such reduction, increased cost or payment shall not be fully compensated for by an adjustment in the Applicable Rate or the Letter of Credit fees, then, within 15 days after the receipt by the Borrower Company of a certificate from such Bank Lender setting forth why it is claiming compensation under this Section 3.8 and computations (in reasonable detail) of the amount thereof, the Borrower Company shall pay to such Bank Lender such additional amounts as such Bank Lender determines will, together with any adjustment in the Applicable 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 Reimbursement Rate. The determination by such Bank Lender of the amount to be paid to it and the basis for computation thereof hereunder shall, in the absence of manifest demonstrable error, be conclusive. In determining such amount, such Bank Lender may use any reasonable averaging and attribution methods. The Company shall be entitled to replace any such Lender in accordance with Section 13.3.

Regulatory Changes. If any Bank shall determine that (a) any change in any Bank Legal Requirement (including any new Bank Legal Requirement) after the date hereof shall directly or indirectly (i) reduce the amount of any sum received or receivable by such Bank with respect to a Loan or the Letters of Credit or the return to be earned by such Bank on such Loan or the Letters of Credit, (ii) impose a cost on such Bank or any Affiliate of such Bank that is attributable to the making or maintaining of, or such Bank's commitment to make, its portion of such Loan or the Letters of Credit, or (iii) require such Bank or any Affiliate of such Bank to make any payment on, or calculated by reference to, the gross amount of any amount received by such Bank under any Credit Document, and (b) such reduction, increased cost or payment shall not be fully compensated for by an adjustment in the Applicable Rate or the Letter of 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 amount thereof, the Borrower shall pay to such Bank such additional amounts as such Bank determines will, together with any adjustment in the Applicable 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 Reimbursement Rate. The determination by such Bank of the amount to be paid to it and the basis for computation thereof hereunder shall, in the absence of manifest error, be conclusive. In determining such amount, such Bank may use any reasonable averaging and attribution methods.of

Regulatory Changes. If in the reasonable determination of any Bank shall determine that Lender (a) any change in any Bank Legal Requirement (including any new Bank Legal Requirement) after the date hereof Regulatory Change shall directly or indirectly (i) reduce the amount of any sum received or receivable by such Bank Lender with respect to a any Loan or the Letters of Credit or the return to be earned by such Bank Lender on such Loan or the Letters of Creditany Loan, (ii) impose a cost on such Bank Lender or any Affiliate of such Bank Lender that is attributable to the making making, funding or maintaining of, or such Bank's Lender’s commitment to make, its portion of such Loan or the Letters of Creditany Loan, or (iii) require such Bank Lender or any Affiliate of such Bank Lender to make any payment on, on or calculated by reference to, to the gross amount of any amount received by such Bank Lender under any Credit DocumentLoan 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 Rate or applicable rates of interest payable under the Letter of Credit feesLoan Documents, 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 amount thereof, then the Borrower shall pay to such Bank Lender such additional amounts as such Bank Lender determines will, together with any adjustment in the Applicable Rateapplicable rates of interest payable hereunder, 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 Reimbursement Rate. The determination by such Bank of the amount to Such additional amounts shall be paid to it and the basis for computation thereof hereunder shallpayable, in the absence case of manifest errorthose applicable to prior periods, be conclusivewithin 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. In determining 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 amount, notice shall not affect such Bank may use any reasonable averaging and attribution methods.Lender’s right to compensation. Section 1.10

Regulatory Changes. If in the reasonable determination of ------------------ any Bank shall determine that Bank, (a) any change in any Bank Legal Requirement (including any new Bank Legal Requirement) Regulatory Change Enacted after the date hereof Agreement Date shall directly or indirectly (i) reduce the amount of any sum received or receivable by such Bank with respect to a Loan or the Letters of Credit or the return to be earned by such Bank on such Loan or the Letters of Creditany Loan, (ii) impose a cost on such Bank or any Affiliate of such Bank that is attributable to the making making, funding or maintaining of, or such Bank's commitment to makemake or acquire, its portion of such Loan any Loan, including any reserve requirement, whether under Regulation D or the Letters of Creditotherwise, or (iii) require such Bank or any Affiliate of such Bank to make any payment on, on or calculated by reference to, to the gross amount of any amount received by such Bank under any Credit DocumentLoan 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 Bank or any Affiliate of such Bank that such Bank or such Affiliate is required to maintain on account of any Loan or such 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 result from a Tax to which Section 1.13 is applicable, then the Applicable Rate or the Letter of 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 amount thereof, the applicable Borrower shall pay to such Bank such additional amounts as such Bank reasonably determines will, together with any adjustment in the Applicable Rateapplicable rates of interest payable hereunder, fully compensate for such reduction, increased cost or payment. Such additional amounts shall be payable, together with interest on such amount from in the 15th day case of those applicable to prior periods, within 15 days after receipt of such certificate until payment in full thereof at the Overdue Reimbursement Rate. The determination request by such Bank of the amount to be paid to it and the basis for computation thereof hereunder shallsuch payment and, in the absence case of manifest errorthose applicable to future periods, on the dates specified, or determined in accordance with a method specified, by such Bank. Each 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 Bank's right to compensation; provided, however, that the applicable Borrower shall not be conclusive. In determining required to pay -------- ------- such amount, 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 use any reasonable averaging and attribution methodsbe 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 any Bank shall determine that (a) any change in any Bank Legal Requirement (including any new Bank Legal Requirement) after the date hereof shall directly or indirectly (i) reduce the amount of any sum received or receivable by such Bank with respect to a Loan or the Letters of Credit or the return to be earned by such Bank on such Loan or the Letters of Credit, (ii) impose a cost on such Bank or any Affiliate of such Bank that is attributable to the making or maintaining of, or such Bank's ’s commitment to make, its portion of such Loan or the Letters of Credit, or (iii) require such Bank or any Affiliate of such Bank to make any payment on, or calculated by reference to, the gross amount of any amount received by such Bank under any Credit Document, and (b) such reduction, increased cost or payment shall not be fully compensated for by an adjustment in the Applicable Rate or the Letter of 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 amount thereof, the Borrower shall pay to such Bank such additional amounts as such Bank determines will, together with any adjustment in the Applicable 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 Reimbursement Rate. The determination by such Bank of the amount to be paid to it and the basis for computation thereof hereunder shall, in the absence of manifest error, be conclusive. In determining such amount, such Bank may use any reasonable averaging and attribution methods.

Regulatory Changes. If any Bank Lender shall determine have determined that (a) any change in any Bank Legal Requirement (including any new Bank Legal Requirement) after the date hereof shall directly or indirectly (i) reduce the amount of any sum received or receivable by such Bank Lender with respect to a the Loan or the Letters of Credit or the return to be earned by such Bank Lender on such Loan or the Letters of CreditLoan, (ii) impose a cost on such Bank Lender or any Affiliate of such Bank Lender that is attributable to the making or maintaining of, or such BankLender's commitment to make, its portion of such Loan or the Letters of CreditLoans, or (iii) require such Bank Lender or any Affiliate of such Bank Lender to make any payment on, on or calculated by reference to, to the gross amount of any amount received by such Bank Lender under any Credit 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 38 38 that such Lender or such Affiliate is required to maintain on account of the Loan or such Lender's Commitment and (b) such reduction, increased cost or payment shall not be fully compensated for by an adjustment in the Applicable Rate or the Letter of Credit feesRate, 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 amount thereof, then the Borrower shall pay to such Bank Lender (without duplication of payments to other Lenders) such additional amounts as such Bank Lender determines will, together with any adjustment in the Applicable Rate, fully compensate for such reduction, increased cost or payment, together with interest on each such amount from 15 Banking Days after the 15th day after receipt of such certificate date demanded until payment in full thereof at the Overdue Reimbursement then highest Applicable Rate. The determination by A certificate of an officer of such Bank of Lender setting forth in reasonable detail the amount to be paid to it and the basis for computation thereof hereunder shall, in the absence of manifest error, be conclusive. In determining such amount, such Bank Lender may use any reasonable averaging and attribution methods.