Common use of Additional Costs in Respect of Loans Clause in Contracts

Additional Costs in Respect of Loans. (a) The Borrowers shall pay to the Agent from time to time such amounts as any Lender may determine to be necessary to compensate it for any costs incurred by such Lender, which such Lender determines are attributable to its making or maintaining any Loans hereunder or its commitment to make such Loans hereunder, or any reduction in any amount receivable by such Lender hereunder in respect of such Loans (collectively "Additional Costs"), resulting from any Regulatory Change which: (i) changes the basis of taxation of any amounts payable to such Lender under this Credit Agreement or the Notes in respect of such Loans; or (ii) imposes any reserve, special deposit or other requirement (other than any reserve included in the Eurodollar Reserve Percentage with respect to Eurodollar Loans) or modifies any reserve, special deposit, minimum capital, capital ratio or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Lender (including any deposits referred to the definition of "Eurodollar Rate" in Section 1.01 hereof), or any commitments of such Lender; or (iii) imposes any other similar or like condition affecting this Credit Agreement or the commitments of such Lender. Each Lender shall notify the Agent and the Borrowers of any event which shall entitle such Lender to compensation pursuant to this Section 5.01(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. Each Lender will furnish the Agent and the Borrowers with a statement setting forth the basis and amount of each request by such Lender for compensation under this Section 5.01(a). If any Lender requests compensation from the Borrowers under this Section 5.01(a), the Borrowers may, by notice to such Lender, require that any Loan for which compensation is requested be converted into a different Type of Loan in accordance with Section 2.03 hereof. (b) Without limiting the effect of the foregoing provisions of this Section 5.01, in the event that, by reason of any Regulatory Change, any Lender either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender (which includes deposits by reference to which the interest rate on any Eurodollar Loans is determined as provided in this Credit Agreement) or a category of extensions of credit or other assets of such Lender (which includes any Eurodollar Loans), or (ii) becomes subject to restrictions on the amount of such category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrowers (with a copy to the Agent), the obligation of such Lender to make the Type of Loans which are subject to such Additional Costs or such restrictions, and to convert any Loan into such Type of Loan, shall be suspended until the date such Regulatory Change ceases to be in effect. (c) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Borrowers shall pay directly to each Lender from time to time on request such amounts as such Lender may determine to be necessary to compensate such Lender for Capital Maintenance Costs with respect to its Loans (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such Lender to a level below that which such Lender could have achieved but for such law, regulation, interpretation, directive or request). Each Lender will notify the Borrowers that it is entitled to compensation pursuant to this Section 5.01(c) as promptly as practicable after it determines to request such compensation. (d) Determinations by any Lender for purposes of this Section 5.01 of the effect of any Regulatory Change on its costs of making or maintaining Loans or maintaining its commitments or on amounts receivable by it in respect of Loans or such commitments, and of the additional amounts required to compensate such Lender in respect of any Additional Costs, shall be conclusive absent manifest error.

Additional Costs in Respect of Loans. (a) The Borrowers Obligors shall pay to the Administrative Agent for the account of each Bank from time to time such amounts as any Lender such Bank may determine to be necessary to compensate it for any costs incurred by such Lender, Bank which such Lender Bank determines are attributable to its making or maintaining any Eurodollar Loans hereunder or its commitment to make such Eurodollar Loans hereunder, or any reduction in any amount receivable by such Lender Bank hereunder in respect of such Eurodollar Loans or such obligation (collectively such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change which: (i) changes the basis of taxation of any amounts payable to such Lender Bank under this Credit Agreement or the Notes its Note in respect of such LoansEurodollar Loans (other than taxes imposed on the overall net income of such Bank or of its Applicable Lending Office for such Eurodollar Loans by the jurisdiction in which such Bank has its principal office or such Applicable Lending Office); or (ii) imposes any reserve, special deposit or other requirement (other than any reserve included in the Eurodollar Reserve Percentage with respect to Eurodollar Loans) or modifies any reserve, special deposit, minimum capital, capital ratio or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Lender Bank (including such Eurodollar Loans or any deposits referred to in the definition of "Eurodollar Base Rate" in Section 1.01 hereof), or any commitments of such LenderBank; or (iii) imposes any other similar or like condition affecting this Credit Agreement or the commitments Commitment of such LenderBank (or any of such extensions of credit or liabilities). Each Lender shall Bank will notify the Obligors' Representative through the Administrative Agent and the Borrowers of any event which shall will entitle such Lender Bank to compensation pursuant to this Section 5.01(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Obligors' Representative through the Administrative Agent) will designate a different Applicable Lending Office for the Loans of such Bank affected by such event if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Bank, be disadvantageous to such Bank, provided that no Obligor shall be obligated to compensate any Bank under this Section 5.01(a) for any Additional Costs incurred more than six months prior to the date the respective Bank requests such compensation from the Obligors, except for periods preceding such date but which are after the date such Bank notified the Obligors' Representative of the possibility that such Additional Costs might be incurred as a result of the respective Regulatory Change. Each Lender Bank will furnish the Agent and the Borrowers Obligors' Representative with a statement setting forth the basis and amount of each request by such Lender Bank for compensation under this Section 5.01(a). If any Lender Bank requests compensation from the Borrowers Obligors under this Section 5.01(a), the Borrowers Obligors' Representative may, by notice to such LenderBank through the Administrative Agent, require that any Loan for such Bank's Loans of the type with respect to which such compensation is requested be converted into a different Type of Loan Base Rate Loans in accordance with Section 2.03 5.04 hereof. (b) Without limiting the effect of the foregoing provisions of this Section 5.01, in the event that, by reason of any Regulatory Change, any Lender Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender (Bank which includes deposits by reference to which the interest rate on any Eurodollar Loans is determined as provided in this Credit Agreement) Agreement or a category of extensions of credit or other assets of such Lender (Bank which includes any Eurodollar Loans), Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender Bank so elects by notice to the Borrowers Obligors' Representative (with a copy to the Administrative Agent), the obligation of such Lender Bank to make the Type of Loans which are subject to such Additional Costs or such restrictionsmake, and to convert Loans of any Loan into other type into, Loans of such Type of Loan, type hereunder shall be suspended until the date such Regulatory Change ceases to be in effect. (c) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Borrowers Obligors shall pay directly to each Lender Bank from time to time on request such amounts as such Lender Bank may determine to be necessary to compensate such Lender Bank for Capital Maintenance Costs with respect to its Loans or Commitment (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such Lender Bank to a level below that which such Lender Bank could have achieved but for such law, regulation, interpretation, directive or request). Each Lender Bank will notify the Borrowers Obligors' Representative that it is entitled to compensation pursuant to this Section 5.01(c) as promptly as practicable after it determines to request such compensation, provided that no Obligor shall be obligated to compensate any Bank under this Section 5.01(c) for any such costs incurred more than six months prior to the date the respective Bank requests such compensation from the Obligors, except for periods preceding such date but which are after the date such Bank notified the Obligors' Representative of the possibility that such costs might be incurred. (d) Determinations by any Lender Bank for purposes of this Section 5.01 of the effect of any Regulatory Change on its costs of making or maintaining Loans or maintaining its commitments Commitment or on amounts receivable by it in respect of Loans or such commitmentsCommitment, and of the additional amounts required to compensate such Lender Bank in respect of any Additional Costs, shall be conclusive absent manifest errorconclusive, provided that such determinations are made on a reasonable basis.

Additional Costs in Respect of Loans. (a) The Borrowers Company shall pay to the Administrative Agent for the account of each Bank from time to time such amounts as any Lender such Bank may determine to be necessary to compensate it for any costs incurred by such Lender, Bank which such Lender Bank determines are attributable to its making or maintaining any Eurodollar Loans hereunder or its commitment to make such Eurodollar Loans hereunder, or any reduction in any amount receivable by such Lender Bank hereunder in respect of such Eurodollar Loans or such obligation (collectively such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change which: (i) changes the basis of taxation of any amounts payable to such Lender Bank under this Credit Agreement or the Notes its Note in respect of such LoansEurodollar Loans (other than taxes imposed on the overall net income of such Bank or of its Applicable Lending Office for such Eurodollar Loans by the jurisdiction in which such Bank has its principal office or such Applicable Lending Office); or (ii) imposes any reserve, special deposit or other requirement (other than any reserve included in the Eurodollar Reserve Percentage with respect to Eurodollar Loans) or modifies any reserve, special deposit, minimum capital, capital ratio or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Lender Bank (including such Eurodollar Loans or any deposits referred to in the definition of "Eurodollar Base Rate" in Section 1.01 hereof), or any commitments of such LenderBank; or (iii) imposes any other similar or like condition affecting this Credit Agreement or the commitments Commitment of such LenderBank (or any of such extensions of credit or liabilities). Each Lender shall Bank will notify the Company through the Administrative Agent and the Borrowers of any event which shall will entitle such Lender Bank to compensation pursuant to this Section 5.01(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Company through the Administrative Agent) will designate a different Applicable Lending Office for the Loans of such Bank affected by such event if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Bank, be disadvantageous to such Bank, provided that the Company shall not be obligated to compensate any Bank under this Section 5.01(a) for any Additional Costs incurred more than six months prior to the date the respective Bank requests the Company for such compensation, except for periods preceding such date but which are after the date such Bank notified the Company of the possibility that such Additional Costs might be incurred as a result of the respective Regulatory Change. Each Lender Bank will furnish the Agent and the Borrowers Company with a statement setting forth the basis and amount of each request by such Lender Bank for compensation under this Section 5.01(a). If any Lender Bank requests compensation from the Borrowers Company under this Section 5.01(a), the Borrowers Company may, by notice to such LenderBank through the Administrative Agent, require that any Loan for such Bank's Loans of the type with respect to which such compensation is requested be converted into a different Type of Loan Base Rate Loans in accordance with Section 2.03 5.04 hereof. (b) Without limiting the effect of the foregoing provisions of this Section 5.01, in the event that, by reason of any Regulatory Change, any Lender Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender (Bank which includes deposits by reference to which the interest rate on any Eurodollar Loans is determined as provided in this Credit Agreement) Agreement or a category of extensions of credit or other assets of such Lender (Bank which includes any Eurodollar Loans), Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender Bank so elects by notice to the Borrowers Company (with a copy to the Administrative Agent), the obligation of such Lender Bank to make the Type of Loans which are subject to such Additional Costs or such restrictionsmake, and to convert Loans of any Loan into other type into, Loans of such Type of Loan, type hereunder shall be suspended until the date such Regulatory Change ceases to be in effect. (c) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Borrowers Company shall pay directly to each Lender Bank from time to time on request such amounts as such Lender Bank may determine to be necessary to compensate such Lender Bank for Capital Maintenance Costs with respect to its Loans or Commitment (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such Lender Bank to a level below that which such Lender Bank could have achieved but for such law, regulation, interpretation, directive or request). Each Lender Bank will notify the Borrowers Company that it is entitled to compensation pursuant to this Section 5.01(c) as promptly as practicable after it determines to request such compensation. (d) Determinations by , provided that the Company shall not be obligated to compensate any Lender for purposes of Bank under this Section 5.01 5.01(c) for any such costs incurred more than six months prior to the date the respective Bank requests the Company for such compensation, except for periods preceding such date but which are after the date such Bank notified the Company of the effect of any Regulatory Change on its possibility that such costs of making or maintaining Loans or maintaining its commitments or on amounts receivable by it in respect of Loans or such commitments, and of the additional amounts required to compensate such Lender in respect of any Additional Costs, shall might be conclusive absent manifest errorincurred.

Additional Costs in Respect of Loans. (a) The Borrowers Obligors shall pay to the Administrative Agent for the account of each Bank from time to time such amounts as any Lender such Bank may determine to be necessary to compensate it for any costs incurred by such Lender, Bank which such Lender Bank determines are attributable to its making or maintaining any Eurodollar Loans hereunder or its commitment to make such Eurodollar Loans hereunder, or any reduction in any amount receivable by such Lender Bank hereunder in respect of such Eurodollar Loans or such obligation (collectively such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change which: (i) changes the basis of taxation of any amounts payable to such Lender Bank under this Credit Agreement or the Notes its Note in respect of such LoansEurodollar Loans (other than taxes imposed on the overall net income of such Bank or of its Applicable Lending Office for such Eurodollar Loans by the jurisdiction in which such Bank has its principal office or such Applicable Lending Office); or (ii) imposes any reserve, special deposit or other requirement (other than any reserve included in the Eurodollar Reserve Percentage with respect to Eurodollar Loans) or modifies any reserve, special deposit, minimum capital, capital ratio or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Lender Bank (including such Eurodollar Loans or any deposits referred to in the definition of "Eurodollar Base Rate" in Section 1.01 hereof), or any commitments of such LenderBank; or (iii) imposes mposes any other similar or like condition affecting this Credit Agreement or the commitments Commitment of such LenderBank (or any of such extensions of credit or liabilities). Each Lender shall Bank will notify the Obligors' Representative through the Administrative Agent and the Borrowers of any event which shall will entitle such Lender Bank to compensation pursuant to this Section 5.01(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Obligors' Representative through the Administrative Agent) will designate a different Applicable Lending Office for the Loans of such Bank affected by such event if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Bank, be disadvantageous to such Bank, provided that no Obligor shall be obligated to compensate any Bank under this Section 5.01(a) for any Additional Costs incurred more than six months prior to the date the respective Bank requests such compensation from the Obligors, except for periods preceding such date but which are after the date such Bank notified the Obligors' Representative of the possibility that such Additional Costs might be incurred as a result of the respective Regulatory Change. Each Lender Bank will furnish the Agent and the Borrowers Obligors' Representative with a statement setting forth the basis and amount of each request by such Lender Bank for compensation under this Section 5.01(a). If any Lender Bank requests compensation from the Borrowers Obligors under this Section 5.01(a), the Borrowers Obligors' Representative may, by notice to such LenderBank through the Administrative Agent, require that any Loan for such Bank's Loans of the type with respect to which such compensation is requested be converted into a different Type of Loan Base Rate Loans in accordance with Section 2.03 5.04 hereof. (b) Without limiting the effect of the foregoing provisions of this Section 5.01, in the event that, by reason of any Regulatory Change, any Lender Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender (Bank which includes deposits by reference to which the interest rate on any Eurodollar Loans is determined as provided in this Credit Agreement) Agreement or a category of extensions of credit or other assets of such Lender (Bank which includes any Eurodollar Loans), Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender Bank so elects by notice to the Borrowers Obligors' Representative (with a copy to the Administrative Agent), the obligation of such Lender Bank to make the Type of Loans which are subject to such Additional Costs or such restrictionsmake, and to convert Loans of any Loan into other type into, Loans of such Type of Loan, type hereunder shall be suspended until the date such Regulatory Change ceases to be in effect. (c) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Borrowers Obligors shall pay directly to each Lender Bank from time to time on request such amounts as such Lender Bank may determine to be necessary to compensate such Lender Bank for Capital Maintenance Costs with respect to its Loans or Commitment (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such Lender Bank to a level below that which such Lender Bank could have achieved but for such law, regulation, interpretation, directive or request). Each Lender Bank will notify the Borrowers Obligors' Representative that it is entitled to compensation pursuant to this Section 5.01(c) as promptly as practicable after it determines to request such compensation. (d) Determinations by , provided that no Obligor shall be obligated to compensate any Lender for purposes of Bank under this Section 5.01 5.01(c) for any such costs incurred more than six months prior to the date the respective Bank requests such compensation from the Obligors, except for periods preceding such date but which are after the date such Bank notified the Obligors' Representative of the effect of any Regulatory Change on its possibility that such costs of making or maintaining Loans or maintaining its commitments or on amounts receivable by it in respect of Loans or such commitments, and of the additional amounts required to compensate such Lender in respect of any Additional Costs, shall might be conclusive absent manifest errorincurred.

Additional Costs in Respect of Loans. (a) The Borrowers Obligors shall pay to the Administrative Agent for the account of each Bank from time to time such amounts as any Lender such Bank may determine to be necessary to compensate it for any costs incurred by such Lender, Bank which such Lender Bank determines are attributable to its making or maintaining any Eurodollar Loans hereunder or its commitment to make such Eurodollar Loans hereunder, or any reduction in any amount receivable by such Lender Bank hereunder in respect of such Eurodollar Loans or such obligation (collectively such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change which: (i) changes the basis of taxation of any amounts payable to such Lender Bank under this Credit Agreement or the Notes its Note in respect of such LoansEurodollar Loans (other than taxes imposed on the overall net income of such Bank or of its Applicable Lending Office for such Eurodollar Loans by the jurisdiction in which such Bank has its principal office or such Applicable Lending Office); or (ii) imposes any reserve, special deposit or other requirement (other than any reserve included in the Eurodollar Reserve Percentage with respect to Eurodollar Loans) or modifies any reserve, special deposit, minimum capital, capital ratio or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Lender Bank (including such Eurodollar Loans or any deposits referred to in the definition of "Eurodollar Base Rate" in Section 1.01 hereof), or any commitments of such LenderBank; or (iii) imposes any other similar or like condition affecting this Credit Agreement or the commitments Commitment of such LenderBank (or any of such extensions of credit or liabilities). Each Lender shall Bank will notify the Obligors through the Administrative Agent and the Borrowers of any event which shall will entitle such Lender Bank to compensation pursuant to this Section 5.01(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Obligors through the Administrative Agent) will designate a different Applicable Lending Office for the Loans of such Bank affected by such event if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Bank, be disadvantageous to such Bank, provided that neither Obligor shall be obligated to compensate any Bank under this Section 5.01(a) for any Additional Costs incurred more than six months prior to the date the respective Bank requests the Company for such compensation, except for periods preceding such date but which are after the date such Bank notified the Obligors of the possibility that such Additional Costs might be incurred as a result of the respective Regulatory Change. Each Lender Bank will furnish the Agent and the Borrowers Company with a statement setting forth the basis and amount of each request by such Lender Bank for compensation under this Section 5.01(a). If any Lender Bank requests compensation from the Borrowers Obligors under this Section 5.01(a), the Borrowers Company may, by notice to such LenderBank through the Administrative Agent, require that any Loan for such Bank's Loans of the type with respect to which such compensation is requested be converted into a different Type of Loan Base Rate Loans in accordance with Section 2.03 5.04 hereof. (b) Without limiting the effect of the foregoing provisions of this Section 5.01, in the event that, by reason of any Regulatory Change, any Lender either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender (which includes deposits by reference to which the interest rate on any Eurodollar Loans is determined as provided in this Credit Agreement) or a category of extensions of credit or other assets of such Lender (which includes any Eurodollar Loans), or (ii) becomes subject to restrictions on the amount of such category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrowers (with a copy to the Agent), the obligation of such Lender to make the Type of Loans which are subject to such Additional Costs or such restrictions, and to convert any Loan into such Type of Loan, shall be suspended until the date such Regulatory Change ceases to be in effect. (c) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Borrowers shall pay directly to each Lender from time to time on request such amounts as such Lender may determine to be necessary to compensate such Lender for Capital Maintenance Costs with respect to its Loans (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such Lender to a level below that which such Lender could have achieved but for such law, regulation, interpretation, directive or request). Each Lender will notify the Borrowers that it is entitled to compensation pursuant to this Section 5.01(c) as promptly as practicable after it determines to request such compensation. (d) Determinations by any Lender for purposes of this Section 5.01 of the effect of any Regulatory Change on its costs of making or maintaining Loans or maintaining its commitments or on amounts receivable by it in respect of Loans or such commitments, and of the additional amounts required to compensate such Lender in respect of any Additional Costs, shall be conclusive absent manifest error.

Additional Costs in Respect of Loans. (a) The Borrowers Company shall pay to the Administrative Agent for the account of each Bank from time to time such amounts as any Lender such Bank may determine to be necessary to compensate it for any costs incurred by such Lender, Bank which such Lender Bank determines are attributable to its making or maintaining any Eurodollar Loans hereunder or its commitment to make such Eurodollar Loans hereunder, or any reduction in any amount receivable by such Lender Bank hereunder in respect of such Eurodollar Loans or such obligation (collectively such increases in costs and reductions in amounts receivable being herein called "Additional CostsADDITIONAL COSTS"), resulting from any Regulatory Change which: (i) changes the basis of taxation of any amounts payable to such Lender Bank under this Credit Agreement or the Notes its Note in respect of such LoansEurodollar Loans (other than taxes imposed on the overall net income of such Bank or of its Applicable Lending Office for such Eurodollar Loans by the jurisdiction in which such Bank has its principal office or such Applicable Lending Office); or (ii) imposes any reserve, special deposit or other requirement (other than any reserve included in the Eurodollar Reserve Percentage with respect to Eurodollar Loans) or modifies any reserve, special deposit, minimum capital, capital ratio or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Lender Bank (including such Eurodollar Loans or any deposits referred to in the definition of "Eurodollar Base Rate" in Section 1.01 hereof), or any commitments of such LenderBank; or (iii) imposes any other similar or like condition affecting this Credit Agreement or the commitments Commitment of such LenderBank (or any of such extensions of credit or liabilities). Each Lender shall Bank will notify the Company through the Administrative Agent and the Borrowers of any event which shall will entitle such Lender Bank to compensation pursuant to this Section 5.01(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Company through the Administrative Agent) will designate a different Applicable Lending Office for the Loans of such Bank affected by such event if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Bank, be disadvantageous to such Bank, provided that the Company shall not be obligated to compensate any Bank under this Section 5.01(a) for any Additional Costs incurred more than six months prior to the date the respective Bank requests the Company for such compensation, except for periods preceding such date but which are after the date such Bank notified the Company of the possibility that such Additional Costs might be incurred as a result of the respective Regulatory Change. Each Lender Bank will furnish the Agent and the Borrowers Company with a statement setting forth the basis and amount of each request by such Lender Bank for compensation under this Section 5.01(a). If any Lender Bank requests compensation from the Borrowers Company under this Section 5.01(a), the Borrowers Company may, by notice to such LenderBank through the Administrative Agent, require that any Loan for such Bank's Loans of the type with respect to which such compensation is requested be converted into a different Type of Loan Base Rate Loans in accordance with Section 2.03 5.04 hereof. (b) Without limiting the effect of the foregoing provisions of this Section 5.01, in the event that, by reason of any Regulatory Change, any Lender Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender (Bank which includes deposits by reference to which the interest rate on any Eurodollar Loans is determined as provided in this Credit Agreement) Agreement or a category of extensions of credit or other assets of such Lender (Bank which includes any Eurodollar Loans), Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender Bank so elects by notice to the Borrowers Company (with a copy to the Administrative Agent), the obligation of such Lender Bank to make the Type of Loans which are subject to such Additional Costs or such restrictionsmake, and to convert Loans of any Loan into other type into, Loans of such Type of Loan, type hereunder shall be suspended until the date such Regulatory Change ceases to be in effect. (c) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Borrowers Company shall pay directly to each Lender Bank from time to time on request such amounts as such Lender Bank may determine to be necessary to compensate such Lender Bank for Capital Maintenance Costs with respect to its Loans or Commitment (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such Lender Bank to a level below that which such Lender Bank could have achieved but for such law, regulation, interpretation, directive or request). Each Lender Bank will notify the Borrowers Company that it is entitled to compensation pursuant to this Section 5.01(c) as promptly as practicable after it determines to request such compensation, provided that the Company shall not be obligated to compensate any Bank under this Section 5.01(c) for any such costs incurred more than six months prior to the date the respective Bank requests the Company for such compensation, except for periods preceding such date but which are after the date such Bank notified the Company of the possibility that such costs might be incurred. (d) Determinations by any Lender Bank for purposes of this Section 5.01 of the effect of any Regulatory Change on its costs of making or maintaining Loans or maintaining its commitments Commitment or on amounts receivable by it in respect of Loans or such commitmentsits Commitment, and of the additional amounts required to compensate such Lender Bank in respect of any Additional Costs, shall be conclusive absent manifest errorconclusive, provided that such determinations are made on a reasonable basis.