Common use of Changes in Laws and Increased Costs of Loans Clause in Contracts

Changes in Laws and Increased Costs of Loans. (a) Notwithstanding anything to the contrary contained herein, all Eurodollar Rate Loans shall, upon notice by Agent to Borrowers, convert to Prime Rate Loans in the event that (i) any change in applicable law or regulation (or the interpretation or administration thereof) (A) shall make it unlawful for Agent, any of Lenders, Reference Bank or any participant to make or maintain Eurodollar Rate Loans or to comply with the terms hereof in connection with the Eurodollar Rate Loans or (B) shall result in the increase in the costs to Agent, any of Lenders, Reference Bank or any participant of making or maintaining any Eurodollar Rate Loans or (C) shall reduce the amounts received or receivable by Agent, any of Lenders, Reference Bank or any participants in respect thereof, by an amount deemed by Agent or such Lender to be material, provided, that, in the event of any such change of law, regulation, interpretation or administration applicable to any Lender, such Lender shall have notified Agent and Borrowers, or (ii) the cost to Agent, any of Lenders, Reference Bank or any participant of making or maintaining any Eurodollar Rate Loans shall otherwise increase by an amount deemed by Agent or any Lender to be material to it, other than, with respect to any Eurodollar Rate Loan, an increase of cost arising solely as the result of an increase in the rate at which Reference Bank (or any other bank used by any Lender) is offered deposits of United States dollars in the London interbank market after the date that is two (2) Business Days prior to the commencement of the Interest Period applicable to such Eurodollar Rate Loan, provided, that, in the event of any such increase in cost applicable to any Lender, such Lender shall have notified Agent and Borrower. Borrowers shall pay to Agent, upon demand by Agent (or Agent may, at its option, charge any loan account of Borrowers) any amounts required to compensate Agent, any of Lenders, the Reference Bank or any participant with Lenders for any loss (including loss of anticipated profits), cost or expense incurred by such person as a result of the foregoing, including, without limitation, any such loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such person to make or maintain the Eurodollar Rate Loans or any portion thereof. A certificate of Agent setting forth the basis for the determination of such amount necessary to compensate Agent, any of Lenders, Reference Bank of any participant with Lenders as aforesaid shall be delivered to Borrowers and shall be conclusive, absent manifest error.

Changes in Laws and Increased Costs of Loans. (a) Notwithstanding anything to the contrary contained herein, all Eurodollar Rate Loans shall, upon notice by Agent to Borrowers, convert to Prime Rate Loans in the event that (i) any change in applicable law or regulation (or the interpretation or administration thereof) (A) shall make it unlawful for Agent, any of Lenders, Reference Bank or any participant Participant to make or maintain Eurodollar Rate Loans or to comply with the terms hereof in connection with the Eurodollar Rate Loans or (B) shall result in the increase in the costs to Agent, any of Lenders, Reference Bank or any participant Participant of making or maintaining any Eurodollar Rate Loans or (C) shall reduce the amounts received or receivable by Agent, any of Lenders, Reference Bank or any participants Participants in respect thereof, by an amount deemed by Agent or such Lender to be material, provided, that, in the event of any such change of law, regulation, interpretation or administration applicable to any Lender, such Lender shall have notified Agent and BorrowersBorrower, or (ii) the cost to Agent, any of Lenders, Reference Bank or any participant Participant of making or maintaining any Eurodollar Rate Loans shall otherwise increase by an amount deemed by Agent or any Lender to be material to it, other than, with respect to any Eurodollar Rate Loan, an increase of cost arising solely as the result of an increase in the rate at which Reference Bank (or any other bank used by any Lender) is offered deposits of United States dollars in the London interbank market after the date that is two (2) Business Days prior to the commencement of the Interest Period applicable to such Eurodollar Rate Loan, provided, that, in the event of any such increase in cost applicable to any Lender, such Lender shall have notified Agent and Borrower. Borrowers shall pay to Agent, Agent upon demand by Agent (or Agent may, at its option, charge any loan account of Borrowers) any amounts required to compensate Agent, any of Lenders, the Reference Bank or any participant Participant with Lenders for any loss (including loss of anticipated profits), cost or expense incurred by such person as a result of the foregoing, including, without limitation, any such loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such person to make or maintain the Eurodollar Rate Loans or any portion thereof. A certificate of Agent setting forth the basis for the determination of such amount necessary to compensate Agent, any of Lenders, Reference Bank of or any participant Participant with Lenders as aforesaid shall be delivered to Borrowers and shall be conclusive, absent manifest error.

Changes in Laws and Increased Costs of Loans. (a) Notwithstanding anything to the contrary contained herein, all Eurodollar Rate Loans shall, upon notice by Agent to Borrowers' Agent, convert to Prime Rate Loans in the event that (i) any change in applicable law or regulation (or the interpretation or administration thereof) shall either (A) shall make it unlawful for Agent, any of Lendersa Lender, Reference Bank or any participant Participant to make or maintain Eurodollar Rate Loans or to comply with the terms hereof in connection with the Eurodollar Rate Loans Loans, or (B) shall result in the increase in the costs to Agent, any of Lenders, a Lender or Reference Bank or any participant Participant of making or maintaining any Eurodollar Rate Loans by an amount deemed by Agent in good faith to be material, or (C) shall reduce the amounts received or receivable by Agent, any of Lenders, Reference Bank a Lender or any participants Agent in respect thereof, by an amount deemed by Agent or such Lender in good faith to be material, provided, that, in the event of any such change of law, regulation, interpretation or administration applicable to any Lender, such Lender shall have notified Agent and Borrowers, material or (ii) the cost to Agent, any of Lendersa Lender, Reference Bank or any participant Participant of making or maintaining any Eurodollar Rate Loans shall otherwise increase by an amount deemed by Agent or any Lender in good faith to be material to it, other than, with respect to any Eurodollar Rate Loan, an increase of cost arising solely as the result of an increase in the rate at which Reference Bank (or any other bank used by any Lender) is offered deposits of United States dollars in the London interbank market after the date that is two (2) Business Days prior to the commencement of the Interest Period applicable to such Eurodollar Rate Loan, provided, that, in the event of any such increase in cost applicable to any Lender, such Lender shall have notified Agent and Borrowermaterial. Borrowers shall pay to Agent, for the ratable benefit of Lenders, upon demand by Agent (or Agent may, at its option, charge any loan account of BorrowersBorrower) any amounts required to compensate Agent, any of LendersLender, the Reference Bank or any participant with Lenders Participant for any loss (including loss of anticipated profits), cost or expense incurred by such person as a result of the foregoing, including, without limitation, any such loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such person to make or maintain the Eurodollar Rate Loans or any portion thereof. A certificate of Agent or any Lender setting forth the basis for the determination of such amount necessary to compensate Agent, any of Lenders, Reference Bank of any participant with Lenders Agent or such Lender as aforesaid shall be delivered to Borrowers and shall be conclusive, absent manifest error.

Changes in Laws and Increased Costs of Loans. (a) Notwithstanding anything to the contrary contained herein, all Eurodollar Rate Loans shall, upon notice by Administrative Agent to BorrowersBorrower Agent, convert to Prime Rate Loans in the event that (i) any change in applicable law or regulation (or the interpretation or administration thereof) shall either (A) shall make it unlawful for Agenta Lender, any of Lenders, Reference Bank or any participant Participant to make or maintain Eurodollar Rate Loans or to comply with the terms hereof in connection with the Eurodollar Rate Loans Loans, or (B) shall result in the increase in the costs to Agenta Lender, any of Lenders, Reference Bank or any participant Participant of making or maintaining any Eurodollar Rate Loans by an amount deemed by Administrative Agent to be material, or (C) shall reduce the amounts received or receivable by Agent, any of Lenders, Reference Bank or any participants Lender in respect thereof, by an amount deemed by Administrative Agent or such Lender to be material, provided, that, in the event of any such change of law, regulation, interpretation or administration applicable to any Lender, such Lender shall have notified Agent and Borrowers, material or (ii) the cost to Agenta Lender, any of Lenders, Reference Bank or any participant Participant of making or maintaining any Eurodollar Rate Loans shall otherwise increase by an amount deemed by Administrative Agent or any Lender to be material to it, other than, with respect to any Eurodollar Rate Loan, an increase of cost arising solely as the result of an increase in the rate at which Reference Bank (or any other bank used by any Lender) is offered deposits of United States dollars in the London interbank market after the date that is two (2) Business Days prior to the commencement of the Interest Period applicable to such Eurodollar Rate Loan, provided, that, in the event of any such increase in cost applicable to any Lender, such Lender shall have notified Agent and Borrowermaterial. Borrowers shall pay to Administrative Agent, for the ratable benefit of Lenders, upon demand by Administrative Agent (or Administrative Agent may, at its option, charge any loan account of Borrowersany Borrower) any amounts required to compensate Agent, any of Lenders, the Reference Bank or any participant with Lenders Participant for any loss (including loss of anticipated profits), cost or expense incurred by such person as a result of the foregoing, 27 30 including, without limitation, any such loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such person to make or maintain the Eurodollar Rate Loans or any portion thereof. A certificate of Administrative Agent or any Lender setting forth the basis for the determination and calculation of such amount necessary to compensate Agent, any of Lenders, Reference Bank of any participant with Lenders such Lender as aforesaid shall be delivered to Borrowers Borrower Agent and shall be conclusive, absent manifest error.

Changes in Laws and Increased Costs of Loans. (a) Notwithstanding anything to the contrary contained herein, all Eurodollar Rate Loans shall, upon notice by Agent to Borrowers, convert to Prime Rate Loans in the event that (i) any change in applicable law or regulation (or the interpretation or administration thereofthereof by the Governmental Authority having jurisdiction over such matters) shall either (A) shall make it unlawful for Agent, any of Lenders, Lender or Reference Bank or any participant to make or maintain Eurodollar Rate Loans or to comply with the terms hereof in connection with the Eurodollar Rate Loans Loans, or (B) shall result in the increase in the costs to Agent, any of Lenders, Lender or Reference Bank or any participant of making or maintaining any Eurodollar Rate Loans by an amount deemed by Agent to be material, or (C) shall reduce the amounts received or receivable by Agent, any of Lenders, Reference Bank Agent or any participants Lender in respect thereof, by an amount deemed by Agent or such Lender to be material, provided, that, in the event of any such change of law, regulation, interpretation or administration applicable to any Lender, such Lender shall have notified Agent and Borrowers, material or (ii) the cost to Agent, any of Lenders, Lender or Reference Bank or any participant of making or maintaining any Eurodollar Rate Loans shall otherwise increase by an amount deemed by Agent or any Lender to be material to it, other than, with respect to any Eurodollar Rate Loan, an increase of cost arising solely as the result of an increase in the rate at which Reference Bank (or any other bank used by any Lender) is offered deposits of United States dollars in the London interbank market after the date that is two (2) Business Days prior to the commencement of the Interest Period applicable to such Eurodollar Rate Loan, provided, that, in the event of any such increase in cost applicable to any Lender, such Lender shall have notified Agent and Borrowermaterial. Borrowers shall pay to Agent, for the ratable benefit of Lenders, upon demand by Agent (or Agent may, at its option, charge any loan account of Borrowers) any amounts required to compensate Agent, any of Lenders, Lender or the Reference Bank or any participant with Lenders for any loss (including loss of anticipated profits), cost or expense incurred by such person as a result of the foregoing, including, without limitation, any such loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such person to make or maintain the Eurodollar Rate Loans or any portion thereof. A certificate of Agent or any Lender setting forth the basis for the determination of such amount necessary to compensate Agent, any of Lenders, Reference Bank of any participant with Lenders Agent or such Lender as aforesaid shall be delivered to Borrowers and shall be conclusive, absent manifest error.

Changes in Laws and Increased Costs of Loans. (a) Notwithstanding anything to the contrary contained herein, all Eurodollar Rate Loans shall, upon notice by Lenders' Agent to Borrowers' Agent, convert to Prime Rate Loans in the event that (i) any change in applicable law or regulation (or the interpretation or administration thereof) shall either (A) shall make it unlawful for any of Lenders' Agent, any of Lenders, Reference Bank or any participant Participant to make or maintain Eurodollar Rate Loans or to comply with the terms hereof in connection with the Eurodollar Rate Loans Loans, by an amount deemed in good faith by Lenders' Agent to be material, or (B) shall result in the increase in the costs to any of Lenders' Agent, any of Lenders, Reference Bank or any participant Participant of making or maintaining any Eurodollar Rate Loans or (C) shall reduce the amounts received or receivable by Agent, any of Lenders, Reference Bank ' Agent or Lenders or any participants Participant in respect thereof, by an amount deemed by Lenders' Agent or such Lender to be material, provided, that, in the event of any such change of law, regulation, interpretation or administration applicable to any Lender, such Lender shall have notified Agent and Borrowers, material or (ii) the cost to any of Lenders' Agent, any of Lenders, Reference Bank or any participant of Participant, which is determined by Lenders' Agent to be attributable in good faith to making or maintaining any Eurodollar Rate Loans Loans, shall otherwise increase by an amount deemed by Lenders' Agent or any Lender to be material material. In the circumstances described in clauses (i)(B), (i)(C) or (ii), in lieu of conversion to itPrime Rate Loans, other thanBorrowers shall have the option, with respect to any Eurodollar Rate Loan, an increase of cost arising solely as for the result of an increase in the rate at which Reference Bank (or any other bank used by any Lender) is offered deposits of United States dollars in the London interbank market after the date that is two (2) Business Days prior to the commencement balance of the Interest Period applicable to Period(s) for then outstanding Eurodollar Rate Loans, of paying any and all increased costs and expenses incurred in good faith by any of Lenders' Agent, Lenders, the Reference Bank or any Participant, together with the aggregate amount received or receivable by Lenders' Agent and Lenders which has been reduced in respect of such Eurodollar Rate Loan, provided, that, in Loans. In the event of any such increase in cost applicable conversion of Eurodollar Rate Loans to any LenderPrime Rate Loans, such Lender shall have notified Agent and Borrower. Borrowers shall pay to Lenders' Agent, upon demand by Lenders' Agent (or Lenders' Agent may, at its option, charge any loan account of Borrowers) any amounts determined in good faith by Lenders' Agent to be required to compensate any of Lenders' Agent, any of Lenders, the Reference Bank or any participant with Lenders Participant for any loss (including loss of anticipated profits)out-of-pocket loss, cost or expense incurred in good faith by such person as a result of the foregoing, including, without limitation, any such loss, cost or expense incurred in good faith by reason of the liquidation or reemployment of deposits or other funds acquired by such person to make or maintain the Eurodollar Rate Loans or any portion thereof. A certificate of Lenders' Agent setting forth the basis for the determination of such amount necessary to compensate Agent, any of Lenders, Reference Bank of any participant with Lenders such person as aforesaid shall be delivered to Borrowers Borrowers' Agent and shall be conclusive, absent manifest error.

Changes in Laws and Increased Costs of Loans. (a) Notwithstanding anything to the contrary contained herein, all Eurodollar Rate Loans shall, upon notice by Agent to BorrowersBorrower, convert to Prime Rate Loans in the event that (i) any change in applicable law or regulation (or the interpretation or administration thereof) shall either (A) shall make it unlawful for Agent, any Lender, any Participant of Lenders, Congress or Reference Bank or any participant to make or maintain Eurodollar Rate Loans or to comply with the terms hereof in connection with the Eurodollar Rate Loans Loans, or (B) shall result in the increase in the costs to Agent, any of Lenders, any Participant of Congress or Reference Bank or any participant of making or maintaining any Eurodollar Rate Loans or by an amount deemed by Agent to be material, or (C) shall reduce the amounts received or receivable by Agent, any Agent for the ratable benefit of Lenders, Reference Bank or any participants Lenders in respect thereof, by an amount deemed by Agent or such Lender to be material, provided, that, in the event of any such change of law, regulation, interpretation or administration applicable to any Lender, such Lender shall have notified Agent and Borrowers, material or (ii) the cost to Agent, any of Lenders, any Participant of Congress or Reference Bank or any participant of making or maintaining any Eurodollar Rate Loans shall otherwise increase by an amount deemed by Agent or any Lender to be material to it, other than, with respect to any Eurodollar Rate Loan, an increase of cost arising solely as the result of an increase in the rate at which Reference Bank (or any other bank used by any Lender) is offered deposits of United States dollars in the London interbank market after the date that is two (2) Business Days prior to the commencement of the Interest Period applicable to such Eurodollar Rate Loan, provided, that, in the event of any such increase in cost applicable to any Lender, such Lender shall have notified Agent and Borrowermaterial. Borrowers Borrower shall pay to Agent, for the ratable benefit of Lenders, upon demand by Agent (or Agent may, at its option, charge any loan account of BorrowersBorrower) any amounts required to compensate Agent, any of Lenders, the any Participant of Congress or Reference Bank or any participant with Lenders for any loss (including loss of anticipated profits), cost or expense incurred by such person as a result of the foregoing, including, without limitation, any such loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such person to make or maintain the Eurodollar Rate Loans or any portion thereof. A certificate of Agent setting forth the basis for the determination of such amount necessary to compensate Agent, any of Lenders, Reference Bank of any participant with Lenders Agent as aforesaid shall be delivered to Borrowers Borrower and shall be conclusive, absent manifest error.

Changes in Laws and Increased Costs of Loans. (a) Notwithstanding anything to the contrary contained herein, all Eurodollar Rate Loans shall, upon notice by Agent to Borrowers, convert to Prime Rate Loans in the event that (i) any change in applicable law or regulation (or the interpretation or administration thereof) shall either (A) shall make it unlawful for Agent, any of Lendersa Lender, Reference Bank or any participant Participant with a Lender to make or maintain Eurodollar Rate Loans or to comply with the terms hereof in connection with the Eurodollar Rate Loans Loans, or (B) shall result in the increase in the costs to Agent, any of Lendersa Lender, Reference Bank or any participant Participant with a Lender of making or maintaining any Eurodollar Rate Loans by an amount deemed by Agent to be material, or (C) shall reduce the amounts received or receivable by Agent, any of Lenders, Reference Bank or any participants Lender in respect thereof, by an amount deemed by Agent or such Lender to be material, provided, that, in the event of any such change of law, regulation, interpretation or administration applicable to any Lender, such Lender shall have notified Agent and Borrowers, material or (ii) the cost to Agent, any of Lendersa Lender, Reference Bank or any participant Participant with a Lender of making or maintaining any Eurodollar Rate Loans shall otherwise increase by an amount deemed by Agent or any Lender to be material to it, other than, with respect to any Eurodollar Rate Loan, an increase of cost arising solely as the result of an increase in the rate at which Reference Bank (or any other bank used by any Lender) is offered deposits of United States dollars in the London interbank market after the date that is two (2) Business Days prior to the commencement of the Interest Period applicable to such Eurodollar Rate Loan, provided, that, in the event of any such increase in cost applicable to any Lender, such Lender shall have notified Agent and Borrowermaterial. Borrowers shall pay to AgentAgent for the ratable benefit of Lenders, upon demand by Agent (or Agent may, at its option, charge any loan account of Borrowersany Borrower) any amounts required to compensate Agent, any of Lenders, the Reference Bank or any participant Participant with Lenders a Lender for any loss (including loss of anticipated profits), cost or expense incurred by such person as a result of the foregoing, including, without limitation, any such loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such person to make or maintain the Eurodollar Rate Loans or any portion thereof. A certificate of Agent or any Lender setting forth the basis for the determination of such amount necessary to compensate Agent, any of Lenders, Reference Bank of any participant with Lenders such Person as aforesaid shall be delivered to Borrowers and shall be conclusive, absent manifest error.

Changes in Laws and Increased Costs of Loans. (a) Notwithstanding anything to the contrary contained herein, all Eurodollar Rate Loans shall, upon notice by Agent to BorrowersHuffy, convert to Prime Rate Loans in the event that (i) any change in applicable law or regulation (or the interpretation or administration thereof) shall either (A) shall make it unlawful for Agent, any of Lendersa Lender, Reference Bank or any participant Participant to make or maintain Eurodollar Rate Loans or to comply with the terms hereof in connection with the Eurodollar Rate Loans Loans, or (B) shall result in the increase in the costs to Agent, any of Lendersa Lender, Reference Bank or any participant Participant with a Lender of making or maintaining any Eurodollar Rate Loans by an amount deemed by Lender to be material, or (C) shall reduce the amounts received or receivable by Agent, any of Lenders, Reference Bank or any participants Lender in respect thereof, by an amount deemed by Agent or such Lender to be material, provided, that, in the event of any such change of law, regulation, interpretation or administration applicable to any Lender, such Lender shall have notified Agent and Borrowers, material or (ii) the cost to Agent, any of Lendersa Lender, Reference Bank or any participant Participant with a Lender of making or maintaining any Eurodollar Rate Loans shall otherwise increase by an amount deemed by Agent or any Lender to be material to it, other than, with respect to any Eurodollar Rate Loan, an increase of cost arising solely as the result of an increase in the rate at which Reference Bank (or any other bank used by any Lender) is offered deposits of United States dollars in the London interbank market after the date that is two (2) Business Days prior to the commencement of the Interest Period applicable to such Eurodollar Rate Loan, provided, that, in the event of any such increase in cost applicable to any Lender, such Lender shall have notified Agent and Borrowermaterial. Borrowers shall pay to Agent, for the ratable benefit of Lenders, upon demand by Agent (or Agent may, at its option, charge any loan account of Borrowersany Borrower) any amounts required to compensate Agent, any of Lenders, the Reference Bank or any participant Participant with Lenders a Lender for any loss (including loss of anticipated profits), cost or expense incurred by such person as a result of the foregoing, including, without limitation, any such loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such person to make or maintain the Eurodollar Rate Loans or any portion thereof. A certificate of Agent or any Lender setting forth the basis for the determination of such amount necessary to compensate Agent, any of Lenders, Reference Bank of any participant with Lenders such Lender as aforesaid shall be delivered to Borrowers Huffy and shall be conclusive, absent manifest error.

Changes in Laws and Increased Costs of Loans. (a) Notwithstanding anything to the contrary contained herein, all Eurodollar Rate Loans shall, upon notice by Agent Lender to BorrowersBorrower, convert to Prime Rate Loans in the event that (i) any change in applicable law or regulation (or the interpretation or administration thereof) shall either (A) shall make it unlawful for Agent, any of LendersLender, Reference Bank or any participant Participant to make or maintain Eurodollar Rate Loans or to comply with the terms hereof in connection with the Eurodollar Rate Loans Loans, by an amount deemed in good faith by Lender to be material, or (B) shall result in the increase in the costs to Agent, any of LendersLender, Reference Bank or any participant Participant of making or maintaining any Eurodollar Rate Loans or (C) shall reduce the amounts received or receivable by Agent, any of Lenders, Reference Bank Lender or any participants Participant in respect thereof, by an amount deemed by Agent or such Lender to be material, provided, that, in the event of any such change of law, regulation, interpretation or administration applicable to any Lender, such Lender shall have notified Agent and Borrowers, material or (ii) the cost to Agent, any of LendersLender, Reference Bank or any participant of Participant, which is determined by Lender to be attributable in good faith to making or maintaining any Eurodollar Rate Loans Loans, shall otherwise increase by an amount deemed by Agent or any Lender to be material material. In the circumstances described in clauses (i)(B), (i)(C) or (ii), in lieu of conversion to itPrime Rate Loans, other thanBorrower shall have the option, with respect to any Eurodollar Rate Loan, an increase of cost arising solely as for the result of an increase in the rate at which Reference Bank (or any other bank used by any Lender) is offered deposits of United States dollars in the London interbank market after the date that is two (2) Business Days prior to the commencement balance of the Interest Period applicable to Period(s) for then outstanding Eurodollar Rate Loans, of paying any and all increased costs and expenses incurred in good faith by any of Lender, the Reference Bank or any Participant, together with the aggregate amount received or receivable by Lender and which has been reduced in respect of such Eurodollar Rate Loan, provided, that, in Loans. In the event of any such increase in cost applicable conversion of Eurodollar Rate Loans to any LenderPrime Rate Loans, such Lender shall have notified Agent and Borrower. Borrowers Borrower shall pay to AgentLender, upon demand by Agent Lender (or Agent Lender may, at its option, charge any loan account of BorrowersBorrower) any amounts determined in good faith by Lender to be required to compensate Agent, any of LendersLender, the Reference Bank or any participant with Lenders Participant for any loss (including loss of anticipated profits)out-of-pocket loss, cost or expense incurred in good faith by such person as a result of the foregoing, including, without limitation, any such loss, cost or expense incurred in good faith by reason of the liquidation or reemployment of deposits or other funds acquired by such person to make or maintain the Eurodollar Rate Loans or any portion thereof. A certificate of Agent Lender setting forth the basis for the determination of such amount necessary to compensate Agent, any of Lenders, Reference Bank of any participant with Lenders such person as aforesaid shall be delivered to Borrowers Borrower and shall be conclusive, absent manifest error.

Changes in Laws and Increased Costs of Loans. (a) Notwithstanding anything to the contrary contained herein, all Eurodollar Rate Loans shall, upon notice by Agent to BorrowersBorrower, convert to Prime Rate Loans in the event that (i) any change in applicable law or regulation (or the interpretation or administration thereof) shall either (A) shall make it unlawful for Agent, any of LendersLender, Reference Bank or any participant Participant to make or maintain Eurodollar Rate Loans or to comply with the terms hereof in connection with the Eurodollar Rate Loans Loans, or (B) shall result in the increase in the costs to Agent, any of LendersLender, Reference Bank or any participant Participant of making or maintaining any Eurodollar Rate Loans by an amount deemed by Agent to be material, or (C) shall reduce the amounts received or receivable by Agent, any of Lenders, Reference Bank or any participants Agent in respect thereof, by an amount deemed by Agent or such Lender to be material, provided, that, in the event of any such change of law, regulation, interpretation or administration applicable to any Lender, such Lender shall have notified Agent and Borrowers, material or (ii) the cost to Agent, any of LendersLender, Reference Bank or any participant Participant of making or maintaining any Eurodollar Rate Loans shall otherwise increase by an amount deemed by Agent or any Lender to be material to it, other than, with respect to any Eurodollar Rate Loan, an increase of cost arising solely as the result of an increase in the rate at which Reference Bank (or any other bank used by any Lender) is offered deposits of United States dollars in the London interbank market after the date that is two (2) Business Days prior to the commencement of the Interest Period applicable to such Eurodollar Rate Loan, provided, that, in the event of any such increase in cost applicable to any Lender, such Lender shall have notified Agent and Borrowermaterial. Borrowers Borrower shall pay to Agent, for itself and the ratable benefit of Lenders, upon demand by Agent (or Agent may, at its option, charge any loan account of BorrowersBorrower) any amounts required to compensate Agent, any of LendersLender, the Reference Bank or any participant with Lenders Participant for any loss (including loss of anticipated profits), cost or expense incurred by such person as a result of the foregoing, including, without limitation, any such loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such person to make or maintain the Eurodollar Rate Loans or any portion thereof. A certificate of Agent setting forth the basis for the determination of such amount necessary to compensate Agent, any of Lenders, Reference Bank of any participant with Lenders Agent as aforesaid shall be delivered to Borrowers Borrower and shall be conclusive, absent manifest error.