Common use of Notification and Certification Clause in Contracts

Notification and Certification. Each Lender shall notify the Borrower of any event occurring after the date hereof entitling such Lender to compensation under subsections (a) or (b) of this Section 5.01 (setting forth in reasonable detail the basis of such determination) as promptly as practicable, but in any event within sixty (60) days, after such Lender obtains actual knowledge thereof; provided that (i) if any Lender fails to give such notice within sixty (60) days after it obtains actual knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.01 in respect of any costs resulting from such event, be entitled to payment under this Section 5.01 only for costs incurred from and after the date sixty (60) days prior to the date that such Lender does give such notice and (ii) each Lender shall designate a different Applicable Lending Office (if applicable) for the Eurodollar Loans of such Lender 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 Lender, be disadvantageous to such Lender. Each Lender shall furnish to the Borrower a certificate setting forth the basis and amount of each request by such Lender for compensation under subsection (a) or (b) of this Section 5.01. Determinations and allocations by any Lender for purposes of this Section 5.01 of the effect of any Regulatory Change pursuant to subsection (a) or (b) of this Section 5.01, or of the effect of capital maintained pursuant to subsection (b) of this Section 5.01, on its costs or rate of return of maintaining Eurodollar Loans or its obligation to make Eurodollar Loans, or on amounts receivable by it in respect of Eurodollar Loans, and of the amounts required to compensate such Lender under this Section 5.01, as set forth in the certificate of the Lender, shall be prima facie evidence of the accuracy of the determinations and calculations contained or asserted therein. Notwithstanding anything to the contrary contained herein, it shall be a condition to the Borrower’s obligation to pay compensation under subsections (a) or (b) of this Section 5.01 that such compensation requirements are also being imposed on substantially all other similar classes or categories of commercial loans or commitments of such Lender similarly affected by the Regulatory Change and the other guidelines and requirements referred to in this Section 5.01.

Notification and Certification. Each Lender shall notify the Borrower of any event occurring after the date hereof entitling such Lender to compensation under subsections paragraph (a) or (b) of this Section 5.01 (setting forth in reasonable detail the basis of such determination2.9(1) as promptly as practicable, but in any event within sixty (60) days, after such Lender obtains actual knowledge thereof; provided that (i) if any Lender fails to give such notice within sixty (60) days after it obtains actual knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.01 2.9(1) in respect of any costs resulting from such event, only be entitled to payment under this Section 5.01 only 2.9(1) for costs incurred from and after the date sixty forty-five (6045) days prior to the date that such Lender does give such notice and (ii) each Lender shall will designate a different Applicable Lending Office (if applicable) for the Eurodollar Loans of such Lender 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 Lender, be disadvantageous to such Lender, except that such Lender shall have no obligation to designate an Applicable Lending Office located in the United States of America. Each Lender shall will furnish to the Borrower a certificate setting forth the basis and amount of each request by such Lender for compensation under subsection paragraph (a) or (b) of this Section 5.012.9(1). Determinations and allocations by any Lender for purposes of this Section 5.01 2.9(1) of the effect of any Regulatory Change pursuant to subsection paragraph (a) or (b) of this Section 5.012.9(1), or of the effect of capital maintained pursuant to subsection paragraph (b) of this Section 5.012.9(1), on its costs or rate of return of maintaining Eurodollar Loans or its obligation to make Eurodollar Loans, or on amounts receivable by it in respect of Eurodollar Loans, and of the amounts required to compensate such Lender under this Section 5.01, as set forth in the certificate of the Lender2.9(1), shall be prima facie evidence of the accuracy of the conclusive, provided that such determinations and calculations contained or asserted therein. Notwithstanding anything to the contrary contained herein, it shall be allocations are made on a condition to the Borrower’s obligation to pay compensation under subsections (a) or (b) of this Section 5.01 that such compensation requirements are also being imposed on substantially all other similar classes or categories of commercial loans or commitments of such Lender similarly affected by the Regulatory Change and the other guidelines and requirements referred to in this Section 5.01reasonable basis.

Notification and Certification. Each Lender shall notify the Lead Borrower of any event occurring after the date hereof entitling such Lender to compensation under subsections paragraph (a) or (b) of this Section 5.01 (setting forth in reasonable detail the basis of such determination2.9(1) as promptly as practicable, but in any event within sixty (60) days, after such Lender obtains actual knowledge thereof; provided that (i) if any Lender fails to give such notice within sixty (60) days after it obtains actual knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.01 2.9(1) in respect of any costs resulting from such event, only be entitled to payment under this Section 5.01 only 2.9(1) for costs incurred from and after the date sixty forty-five (6045) days prior to the date that such Lender does give such notice and (ii) each Lender shall will designate a different Applicable Lending Office (if applicable) for the Eurodollar Loans of such Lender 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 Lender, be disadvantageous to such Lender, except that such Lender shall have no obligation to designate an Applicable Lending Office located in the United States of America. Each Lender shall will furnish to the Lead Borrower a certificate setting forth the basis and amount of each request by such Lender for compensation under subsection paragraph (a) or (b) of this Section 5.012.9(1). Determinations and allocations by any Lender for purposes of this Section 5.01 2.9(1) of the effect of any Regulatory Change pursuant to subsection paragraph (a) or (b) of this Section 5.012.9(1), or of the effect of capital maintained pursuant to subsection paragraph (b) of this Section 5.012.9(1), on its costs or rate of return of maintaining Eurodollar Loans or its obligation to make Eurodollar Loans, or on amounts receivable by it in respect of Eurodollar Loans, and of the amounts required to compensate such Lender under this Section 5.01, as set forth in the certificate of the Lender2.9(1), shall be prima facie evidence of the accuracy of the conclusive, provided that such determinations and calculations contained or asserted therein. Notwithstanding anything to the contrary contained herein, it shall be allocations are made on a condition to the Borrower’s obligation to pay compensation under subsections (a) or (b) of this Section 5.01 that such compensation requirements are also being imposed on substantially all other similar classes or categories of commercial loans or commitments of such Lender similarly affected by the Regulatory Change and the other guidelines and requirements referred to in this Section 5.01reasonable basis.

Notification and Certification. Each Lender shall notify the Borrower Borrowers of any event occurring after the date hereof entitling such Lender to compensation under subsections paragraph (a) or (b) of this Section 5.01 (setting forth in reasonable detail the basis of such determination) as promptly as practicable, but in any event within sixty (60) 45 days, after such Lender obtains actual knowledge thereof; provided that (i) if any Lender fails to give such notice within sixty (60) 45 days after it obtains actual knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.01 in respect of any costs resulting from such event, only be entitled to payment under this Section 5.01 only for costs incurred from and after the date sixty (60) 45 days prior to the date that such Lender does give such notice and (ii) each Lender shall will designate a different Applicable Lending Office (if applicable) for the Eurodollar Loans of such Lender 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 Lender, be disadvantageous to such Lender, except that such Lender shall have no obligation to designate an Applicable Lending Office located in the United States of America. Each Lender shall will furnish to the Borrower Borrowers a certificate setting forth the basis and amount of each request by such Lender for compensation under subsection paragraph (a) or (b) of this Section 5.01. Determinations and allocations by any Lender for purposes of this Section 5.01 of the effect of any Regulatory Change pursuant to subsection paragraph (a) or (b) of this Section 5.01, or of the effect of capital maintained pursuant to subsection paragraph (b) of this Section 5.01, on its costs or rate of return of maintaining Eurodollar Loans or its obligation to make Eurodollar Loans, or on amounts receivable by it in respect of Eurodollar Loans, and of the amounts required to compensate such Lender under this Section 5.01, as set forth in the certificate of the Lender, shall be prima facie evidence of the accuracy of the conclusive, provided that such determinations and calculations contained or asserted therein. Notwithstanding anything to the contrary contained herein, it shall be allocations are made on a condition to the Borrower’s obligation to pay compensation under subsections (a) or (b) of this Section 5.01 that such compensation requirements are also being imposed on substantially all other similar classes or categories of commercial loans or commitments of such Lender similarly affected by the Regulatory Change and the other guidelines and requirements referred to in this Section 5.01reasonable basis.

Notification and Certification. Each Lender shall notify the Borrower Borrowers of any event occurring after the date hereof Restatement Effective Date entitling such Lender to compensation under subsections paragraph (a) or (b) of this Section 5.01 (setting forth in reasonable detail the basis of such determination) as promptly as practicable, but in any event within sixty (60) 45 days, after such Lender obtains actual knowledge thereof; provided that (i) if any Lender fails to give such notice within sixty (60) 45 days after it obtains actual knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.01 in respect of any costs resulting from such event, only be entitled to payment under this Section 5.01 only for costs incurred from and after the date sixty (60) 45 days prior to the date that such Lender does give such notice and (ii) each Lender shall will designate a different Applicable Lending Office (if applicable) for the Eurodollar Loans of such Lender 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 Lender, be disadvantageous to such Lender, except that such Lender shall have no obligation to designate an Applicable Lending Office located in the United States of America. Each Lender shall will furnish to the Borrower Borrowers a certificate setting forth the basis and amount of each request by such Lender for compensation under subsection paragraph (a) or (b) of this Section 5.01. Determinations and allocations by any Lender for purposes of this Section 5.01 of the effect of any Regulatory Change in Law pursuant to subsection paragraph (a) or (b) of this Section 5.01, or of the effect of capital maintained pursuant to subsection paragraph (b) of this Section 5.01, on its costs or rate of return of maintaining Eurodollar Loans or its obligation to make Eurodollar Loans, or on amounts receivable by it in respect of Eurodollar Loans, and of the amounts required to compensate such Lender under this Section 5.01, as set forth in the certificate of the Lender, shall be prima facie evidence of the accuracy of the conclusive, provided that such determinations and calculations contained or asserted therein. Notwithstanding anything to the contrary contained herein, it shall be allocations are made on a condition to the Borrower’s obligation to pay compensation under subsections (a) or (b) of this Section 5.01 that such compensation requirements are also being imposed on substantially all other similar classes or categories of commercial loans or commitments of such Lender similarly affected by the Regulatory Change and the other guidelines and requirements referred to in this Section 5.01reasonable basis.

Notification and Certification. Each Lender shall notify the Borrower Borrowers of any event occurring after the date hereof First Restatement Effective Date entitling such Lender to compensation under subsections paragraph (a) or (b) of this Section 5.01 (setting forth in reasonable detail the basis of such determination) as promptly as practicable, but in any event within sixty (60) 45 days, after such Lender obtains actual knowledge thereof; provided that (i) if any Lender fails to give such notice within sixty (60) 45 days after it obtains actual knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.01 in respect of any costs resulting from such event, only be entitled to payment under this Section 5.01 only for costs incurred from and after the date sixty (60) 45 days prior to the date that such Lender does give such notice and (ii) each Lender shall will designate a different Applicable Lending Office (if applicable) for the Eurodollar Loans of such Lender 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 Lender, be disadvantageous to such Lender, except that such Lender shall have no obligation to designate an Applicable Lending Office located in the United States of America. Each Lender shall will furnish to the Borrower Borrowers a certificate setting forth the basis and amount of each request by such Lender for compensation under subsection paragraph (a) or (b) of this Section 5.01. Determinations and allocations by any Lender for purposes of this Section 5.01 of the effect of any Regulatory Change in Law pursuant to subsection paragraph (a) or (b) of this Section 5.01, or of the effect of capital maintained pursuant to subsection paragraph (b) of this Section 5.01, on its costs or rate of return of maintaining Eurodollar Loans or its obligation to make Eurodollar Loans, or on amounts receivable by it in respect of Eurodollar Loans, and of the amounts required to compensate such Lender under this Section 5.01, as set forth in the certificate of the Lender, shall be prima facie evidence of the accuracy of the conclusive, provided that such determinations and calculations contained or asserted therein. Notwithstanding anything to the contrary contained herein, it shall be allocations are made on a condition to the Borrower’s obligation to pay compensation under subsections (a) or (b) of this Section 5.01 that such compensation requirements are also being imposed on substantially all other similar classes or categories of commercial loans or commitments of such Lender similarly affected by the Regulatory Change and the other guidelines and requirements referred to in this Section 5.01reasonable basis.

Notification and Certification. Each Lender shall notify the Borrower of any event occurring after the date hereof entitling such Lender to compensation under subsections paragraph (a) or (b) of this Section 5.01 (setting forth in reasonable detail the basis of such determination2.9(1) as promptly as practicable, but in any event within sixty forty-five (6045) days, after such Lender obtains actual knowledge thereof; provided that (i) if any Lender fails to give such notice within sixty forty-five (6045) days after it obtains actual knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.01 2.9(1) in respect of any costs resulting from such event, only be entitled to payment under this Section 5.01 only 2.9(1) for costs incurred from and after the date sixty thirty (6030) days prior to the date that such Lender does give such notice and (ii) each Lender shall will designate a different Applicable Lending Office (if applicable) for the Eurodollar Loans of such Lender 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 Lender, be disadvantageous to such Lender, except that such Lender shall have no obligation to designate an Applicable Lending Office located in the United States of America. Each Lender shall will furnish to the Borrower a certificate setting forth the basis and amount of each request by such Lender for compensation under subsection paragraph (a) or (b) of this Section 5.012.9(1). Determinations and allocations by any Lender for purposes of this Section 5.01 2.9(1) of the effect of any Regulatory Change pursuant to subsection paragraph (a) or (b) of this Section 5.012.9(1), or of the effect of capital maintained pursuant to subsection paragraph (b) of this Section 5.012.9(1), on its costs or rate of return of maintaining Eurodollar Loans or its obligation to make Eurodollar Loans, or on amounts receivable by it in respect of Eurodollar Loans, and of the amounts required to compensate such Lender under this Section 5.01, as set forth in the certificate of the Lender2.9(1), shall be prima facie evidence of the accuracy of the conclusive, provided that such determinations and calculations contained or asserted thereinallocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, it Borrower shall be a condition to the Borrower’s obligation obligated to pay compensation under to a Lender pursuant to subsections (a) or and (b) of this Section 5.01 that 2.9(1) only if such Lender is imposing similar compensation requirements are also being imposed on substantially all other similar classes or categories of borrowers under commercial loans or commitments of such Lender the same type and quality as the Loan and which are similarly affected by the Regulatory Change and the or other guidelines and or requirements referred for which such Lender is seeking compensation from Borrower pursuant to in this Section 5.012.9(1).

Notification and Certification. Each Lender shall notify the Borrower of any event occurring after the date hereof entitling such Lender to compensation under subsections paragraph (ai) or (bii) of this Section 5.01 (setting forth in reasonable detail the basis of such determination2.7(a) as promptly as practicable, but in any event within sixty (60) 45 days, after such Lender obtains actual knowledge thereof; provided that (i) if any Lender fails to give such notice within sixty (60) 45 days after it obtains actual knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.01 2.7(a) in respect of any costs resulting from such event, only be entitled to payment under this Section 5.01 only 2.7(a) for costs incurred from and after the date sixty (60) 45 days prior to the date that such Lender does give such notice and (ii) each Lender shall will designate a different Applicable Lending Office (if applicable) for the Eurodollar Loans of such Lender 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 Lender, be disadvantageous to such Lender, except that such Lender shall have no obligation to designate an Applicable Lending Office located in the United States of America. Each Lender shall will furnish to the Borrower a certificate setting forth the basis and amount of each request by such Lender for compensation under subsection paragraph (ai) or (bii) of this Section 5.012.7(a). Determinations and allocations by any Lender for purposes of this Section 5.01 2.7(a) of the effect of any Regulatory Change pursuant to subsection paragraph (a) or (bi) of this Section 5.012.7(a), or of the effect of capital maintained pursuant to subsection paragraph (bii) of this Section 5.012.7(a), on its costs or rate of return of maintaining Eurodollar Loans or its obligation to make Eurodollar Loans, or on amounts receivable by it in respect of Eurodollar Loans, and of the amounts required to compensate such Lender under this Section 5.01, as set forth in the certificate of the Lender2.7(a), shall be prima facie evidence of the accuracy of the conclusive, provided that such determinations and calculations contained or asserted therein. Notwithstanding anything to the contrary contained herein, it shall be allocations are made on a condition to the Borrower’s obligation to pay compensation under subsections (a) or (b) of this Section 5.01 that such compensation requirements are also being imposed on substantially all other similar classes or categories of commercial loans or commitments of such Lender similarly affected by the Regulatory Change and the other guidelines and requirements referred to in this Section 5.01reasonable basis.

Notification and Certification. Each Lender shall notify the Borrower Borrowers of any event occurring after the date hereof entitling such Lender to compensation under subsections paragraph (a) or (b) of this Section 5.01 (setting forth in reasonable detail the basis of such determination2.6(1) as promptly as practicable, but in any event within sixty forty-five (6045) days, after such Lender obtains actual knowledge thereof; provided that (i) if any Lender fails to give such notice within sixty forty-five (6045) days after it obtains actual knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.01 2.6(1) in respect of any costs resulting from such event, only be entitled to payment under this Section 5.01 only 2.6(1) for costs incurred from and after the date sixty forty-five (6045) days prior to the date that such Lender does give such notice and (ii) each Lender shall will designate a different Applicable Lending Office (if applicable) for the Eurodollar Loans of such Lender 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 reasonable opinion of such Lender, be disadvantageous to such Lender. Each Lender shall will furnish to the Borrower Borrowers a certificate setting forth the basis and amount of each request by such Lender for compensation under subsection paragraph (a) or (b) of this Section 5.012.6(1). Determinations and allocations by any Lender for purposes of this Section 5.01 2.6(1) of the effect of any Regulatory Change pursuant to subsection paragraph (a) or (b) of this Section 5.012.6(1), or of the effect of capital maintained pursuant to subsection paragraph (b) of this Section 5.012.6(1), on its costs or rate of return of maintaining Eurodollar Floating Loans or its obligation to make Eurodollar Floating Loans, or on amounts receivable by it in respect of Eurodollar Floating Loans, and of the amounts required to compensate such Lender under this Section 5.01, as set forth in the certificate of the Lender, 2.6(1). shall be prima facie evidence of the accuracy of the conclusive absent manifest error, provided that such determinations and calculations contained or asserted therein. Notwithstanding anything to the contrary contained herein, it shall be allocations are made on a condition to the Borrower’s obligation to pay compensation under subsections (a) or (b) of this Section 5.01 that such compensation requirements are also being imposed on substantially all other similar classes or categories of commercial loans or commitments of such Lender similarly affected by the Regulatory Change and the other guidelines and requirements referred to in this Section 5.01reasonable basis.

Notification and Certification. Each Lender shall notify the Borrower of any event occurring after the date hereof entitling such Lender to compensation under subsections paragraph (a) or (b) of this Section 5.01 2.7 (setting forth in reasonable detail the basis of such determination1) as promptly as practicable, but in any event within sixty (60) 45 days, after such Lender obtains actual knowledge thereof; provided that (i) if any Lender fails to give such notice within sixty (60) 45 days after it obtains actual knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.01 2.7(1) in respect of any costs resulting from such event, only be entitled to payment under this Section 5.01 only 2.7(1) for costs incurred from and after the date sixty (60) 45 days prior to the date that such Lender does give such notice and (ii) each Lender shall will designate a different Applicable Lending Office (if applicable) for the Eurodollar Loans of such Lender 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 Lender, be disadvantageous to such Lender, except that such Lender shall have no obligation to designate an Applicable Lending Office located in the United States of America. Each Lender shall will furnish to the Borrower a certificate setting forth the basis and amount of each request by such Lender for compensation under subsection paragraph (a) or (b) of this Section 5.012.7(1). Determinations and allocations by any Lender for purposes of this Section 5.01 2.7(1) of the effect of any Regulatory Change pursuant to subsection paragraph (a) or (b) of this Section 5.012.7(1), or of the effect of capital maintained pursuant to subsection paragraph (b) of this Section 5.012.7(1), on its costs or rate of return of maintaining Eurodollar Loans or its obligation to make Eurodollar Loans, or on amounts receivable by it in respect of Eurodollar Loans, and of the amounts required to compensate such Lender under this Section 5.01, as set forth in the certificate of the Lender2.7(1), shall be prima facie evidence of the accuracy of the conclusive, provided that such determinations and calculations contained or asserted therein. Notwithstanding anything to the contrary contained herein, it shall be allocations are made on a condition to the Borrower’s obligation to pay compensation under subsections (a) or (b) of this Section 5.01 that such compensation requirements are also being imposed on substantially all other similar classes or categories of commercial loans or commitments of such Lender similarly affected by the Regulatory Change and the other guidelines and requirements referred to in this Section 5.01reasonable basis.

Notification and Certification. Each Lender shall notify the Borrower of any event occurring after the date hereof entitling such Lender to compensation under subsections paragraph (a) or (b) of this Section 5.01 (setting forth in reasonable detail the basis of such determination2.8(1) as promptly as practicable, but in any event within sixty (60) 45 days, after such Lender obtains actual knowledge thereof; provided that (i) if any Lender fails to give such notice within sixty (60) 45 days after it obtains actual knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.01 2.8(1) in respect of any costs resulting from such event, only be entitled to payment under this Section 5.01 only 2.8(1) for costs incurred from and after the date sixty (60) 45 days prior to the date that such Lender does give such notice and (ii) each Lender shall will designate a different Applicable Lending Office (if applicable) for the Eurodollar Loans of such Lender 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 Lender, be disadvantageous to such Lender, except that such Lender (if not a United Stated Person) shall have no obligation to designate an Applicable Lending Office located in the United States of America. Each Lender shall will furnish to the Borrower a certificate setting forth the basis and amount of each request by such Lender for compensation under subsection paragraph (a) or (b) of this Section 5.012.8(1). Determinations and allocations by any Lender for purposes of this Section 5.01 2.8(1) of the effect of any Regulatory Change pursuant to subsection paragraph (a) or (b) of this Section 5.012.8(1), or of the effect of capital maintained pursuant to subsection paragraph (b) of this Section 5.012.8(1), on its costs or rate of return of maintaining Eurodollar Loans or its obligation to make Eurodollar Loans, or on amounts receivable by it in respect of Eurodollar Loans, and of the amounts required to compensate such Lender under this Section 5.01, as set forth in the certificate of the Lender2.8(1), shall be prima facie evidence of the accuracy of the conclusive absent manifest error, provided that such determinations and calculations contained or asserted thereinallocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, it shall be a condition to the Borrower’s obligation to pay compensation under subsections (a) or (b) of this Section 5.01 2.8(1) that such compensation requirements are also being imposed on substantially all other similar classes or categories of commercial loans or commitments of such Lender similarly affected by the Regulatory Change and the other guidelines and requirements referred to in this Section 5.012.8(1).

Notification and Certification. Each Lender shall notify the Borrower Borrowers of any event occurring after the date hereof entitling such Lender to compensation under subsections PARAGRAPH (aA) or (bB) of this Section 5.01 SECTION 2.08 (setting forth in reasonable detail the basis of such determination1) as promptly as practicable, but in any event within sixty (60) 45 days, after such Lender obtains actual knowledge thereof; provided PROVIDED that (i) if any Lender fails to give such notice within sixty (60) 45 days after it obtains actual knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.01 SECTION 2.08(1) in respect of any costs resulting from such event, only be entitled to payment under this Section 5.01 only SECTION 2.08(1) for costs incurred from and after the date sixty (60) 45 days prior to the date that such Lender does give such notice and (ii) each Lender shall will designate a different Applicable Lending Office (if applicable) for the Eurodollar Loans of such Lender 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 Lender, be disadvantageous to such Lender, except that such Lender shall have no obligation to designate an Applicable Lending Office located in the United States of America. Each Lender shall will furnish to the Borrower Borrowers a certificate setting forth the basis and amount of each request by such Lender for compensation under subsection PARAGRAPH (aA) or (bB) of this Section 5.01SECTION 2.08(1). Determinations and allocations by any Lender for purposes of this Section 5.01 SECTION 2.08(1) of the effect of any Regulatory Change pursuant to subsection PARAGRAPH (a) or (bA) of this Section 5.01SECTION 2.08(1), or of the effect of capital maintained pursuant to subsection PARAGRAPH (bB) of this Section 5.01SECTION 2.08(1), on its costs or rate of return of maintaining Eurodollar Loans or its obligation to make Eurodollar Loans, or on amounts receivable by it in respect of Eurodollar Loans, and of the amounts required to compensate such Lender under this Section 5.01, as set forth in the certificate of the LenderSECTION 2.08(1), shall be prima facie evidence of the accuracy of the conclusive, PROVIDED that such determinations and calculations contained or asserted therein. Notwithstanding anything to the contrary contained herein, it shall be allocations are made on a condition to the Borrower’s obligation to pay compensation under subsections (a) or (b) of this Section 5.01 that such compensation requirements are also being imposed on substantially all other similar classes or categories of commercial loans or commitments of such Lender similarly affected by the Regulatory Change and the other guidelines and requirements referred to in this Section 5.01reasonable basis.

Notification and Certification. Each Lender shall notify the Borrower of any event occurring after the date hereof entitling such Lender to compensation under subsections (aSection 2.6(1)(a) or (b) of this Section 5.01 (setting forth in reasonable detail the basis of such determination2.6(1)(b) as promptly as practicable, but in any event within sixty forty-five (6045) days, after such Lender obtains actual knowledge thereof; provided that (i) if any Lender fails to give such notice within sixty forty-five (6045) days after it obtains actual knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.01 2.6(1) in respect of any costs resulting from such event, only be entitled to payment under this Section 5.01 only 2.6(1) for costs incurred from and after the date sixty forty-five (6045) days prior to the date that such Lender does give such notice and (ii) each Lender shall will designate a different Applicable Lending Office (if applicable) for the Eurodollar Loans of such Lender 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 Lender, be disadvantageous to such Lender, except that such Lender shall have no obligation to designate an Applicable Lending Office located in the United States of America. Each Lender shall will furnish to the Borrower a certificate setting forth the basis and amount of each request by such Lender for compensation under subsection (aSection 2.6(1)(a) or (b) of this Section 5.012.6(1)(b). Determinations and allocations by any Lender for purposes of this Section 5.01 2.6(1) of the effect of any Regulatory Change pursuant to subsection (a) or (b) of this Section 5.012.6(1)(a), or of the effect of capital maintained pursuant to subsection (b) of this Section 5.012.6(1)(b), on its costs or rate of return of maintaining Eurodollar Loans or its obligation to make Eurodollar Loans, or on amounts receivable by it in respect of Eurodollar Loans, and of the amounts required to compensate such Lender under this Section 5.01, as set forth in the certificate of the Lender2.6(1), shall be prima facie evidence of the accuracy of the conclusive, provided that such determinations and calculations contained or asserted therein. Notwithstanding anything to the contrary contained herein, it shall be allocations are made on a condition to the Borrower’s obligation to pay compensation under subsections (a) or (b) of this Section 5.01 that such compensation requirements are also being imposed on substantially all other similar classes or categories of commercial loans or commitments of such Lender similarly affected by the Regulatory Change and the other guidelines and requirements referred to in this Section 5.01reasonable basis.

Notification and Certification. Each Lender shall notify the Borrower of any event occurring after the date hereof entitling such Lender to compensation under subsections (a) or (b) of this Section 5.01 (setting forth in reasonable detail the basis of such determination) as promptly as practicable, but in any event within sixty (60) days, after such Lender obtains actual knowledge thereof; provided that (i) if any Lender fails to give such notice within sixty (60) days after it obtains actual knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.01 in respect of any costs resulting from such event, be entitled to payment under this Section 5.01 only for costs incurred from and after the date sixty (60) days prior to the date that such Lender does give such notice and (ii) each Lender shall designate a different Applicable Lending Office (if applicable) for the Eurodollar Loans of such Lender 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 Lender, be disadvantageous to such Lender. Each Lender shall furnish to the Borrower and Co-Borrower a certificate setting forth the basis and amount of each request by such Lender for compensation under subsection (a) or (b) of this Section 5.01. Determinations and allocations by any Lender for purposes of this Section 5.01 of the effect of any Regulatory Change pursuant to subsection (a) or (b) of this Section 5.01, or of the effect of capital maintained pursuant to subsection (b) of this Section 5.01, on its costs or rate of return of maintaining Eurodollar Loans or its obligation to make Eurodollar Loans, or on amounts receivable by it in respect of Eurodollar Loans, and of the amounts required to compensate such Lender under this Section 5.01, as set forth in the certificate of the Lender, shall be prima facie evidence of the accuracy of the determinations and calculations contained or asserted therein. Notwithstanding anything to the contrary contained herein, it shall be a condition to the Borrower’s and Co-Borrower’s obligation to pay compensation under subsections (a) or (b) of this Section 5.01 that such compensation requirements are also being imposed on substantially all other similar classes or categories of commercial loans or commitments of such Lender similarly affected by the Regulatory Change and the other guidelines and requirements referred to in this Section 5.01.

Notification and Certification. Each Lender shall notify the Borrower Borrowers of any event occurring after the date hereof Restatement Effective Date entitling such Lender to compensation under subsections paragraph (a) or (b) of this Section 5.01 (setting forth in reasonable detail the basis of such determination) as promptly as practicable, but in any event within sixty (60) 45 days, after such Lender obtains actual knowledge thereof; provided that (i) if any Lender fails to give such notice within sixty (60) 45 days after it obtains actual knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.01 in respect of any costs resulting from such event, only be entitled to payment under this Section 5.01 only for costs incurred from and after the date sixty (60) 45 days prior to the date that such Lender does give such notice and (ii) each Lender shall will designate a different Applicable Lending Office (if applicable) for the Eurodollar Loans of such Lender 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 Lender, be disadvantageous to such Lender, except that such Lender shall have no obligation to designate an Applicable Lending Office located in the United States of America. Each Lender shall will furnish to the Borrower Borrowers a certificate setting forth the basis and amount of each request by such Lender for compensation under subsection paragraph (a) or (b) of this Section 5.01. Determinations and allocations by any Lender for purposes of this Section 5.01 of the effect of any Regulatory Change in Law pursuant to subsection paragraph (a) or (b) of this Section 5.01, or of the effect of capital maintained pursuant to subsection paragraph (b) of this Section 5.01, on its costs or rate of return of maintaining Eurodollar Loans or its obligation to make Eurodollar Loans, or on amounts receivable by it in respect of Eurodollar Loans, and of the amounts required to compensate such Lender under this Section 5.01, as set forth in the certificate of the Lender, shall be prima facie evidence of the accuracy of the conclusive, provided that such determinations and calculations contained or asserted thereinallocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, it shall be a condition to the Borrower’s obligation to pay compensation under subsections (a) or (b) Table of this Section 5.01 that such compensation requirements are also being imposed on substantially all other similar classes or categories of commercial loans or commitments of such Lender similarly affected by the Regulatory Change and the other guidelines and requirements referred to in this Section 5.01.Contents

Notification and Certification. Each Lender shall notify the Borrower of any event occurring after the date hereof entitling such Lender to compensation under subsections paragraph (a) or (b) of this Section 5.01 2.9 (setting forth in reasonable detail the basis of such determination1) as promptly as practicable, but in any event within sixty (60) days, after such Lender obtains actual knowledge thereof; provided that (i) if any Lender fails to give such notice within sixty (60) days after it obtains actual knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.01 2.9(1) in respect of any costs resulting from such event, only be entitled to payment under this Section 5.01 only 2.9 (1) for costs incurred from and after the date sixty forty-five (6045) days prior to the date that such Lender does give such notice and (ii) each Lender shall will designate a different Applicable Lending Office (if applicable) for the Eurodollar Loans of such Lender 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 Lender, be disadvantageous to such Lender, except that such Lender shall have no obligation to designate an Applicable Lending Office located in the United States of America. Each Lender shall will furnish to the Borrower a certificate setting forth the basis and amount of each request by such Lender for compensation under subsection paragraph (a) or (b) of this Section 5.012.9(1). Determinations and allocations by any Lender for purposes of this Section 5.01 2.9(1) of the effect of any Regulatory Change pursuant to subsection paragraph (a) or (b) of this Section 5.012.9(1), or of the effect of capital maintained pursuant to subsection paragraph (b) of this Section 5.012.9(1), on its costs or rate of return of maintaining Eurodollar Loans or its obligation to make Eurodollar Loans, or on amounts receivable by it in respect of Eurodollar Loans, and of the amounts required to compensate such Lender under this Section 5.01, as set forth in the certificate of the Lender2.9(1), shall be prima facie evidence of the accuracy of the conclusive, provided that such determinations and calculations contained or asserted therein. Notwithstanding anything to the contrary contained herein, it shall be allocations are made on a condition to the Borrower’s obligation to pay compensation under subsections (a) or (b) of this Section 5.01 that such compensation requirements are also being imposed on substantially all other similar classes or categories of commercial loans or commitments of such Lender similarly affected by the Regulatory Change and the other guidelines and requirements referred to in this Section 5.01reasonable basis.

Notification and Certification. Each Lender shall notify the Borrower Borrowers of any event occurring after the date hereof Original Closing Date entitling such Lender to compensation under subsections paragraph (a) or (b) of this Section 5.01 (setting forth in reasonable detail the basis of such determination) as promptly as practicable, but in any event within sixty (60) 45 days, after such Lender obtains actual knowledge thereof; provided that (i) if any Lender fails to give such notice within sixty (60) 45 days after it obtains actual knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.01 in respect of any costs resulting from such event, only be entitled to payment under this Section 5.01 only for costs incurred from and after the date sixty (60) 45 days prior to the date that such Lender does give such notice and (ii) each Lender shall will designate a different Applicable Lending Office (if applicable) for the Eurodollar Loans of such Lender 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 Lender, be disadvantageous to such Lender, except that such Lender shall have no obligation to designate an Applicable Lending Office located in the United States of America. Each Lender shall will furnish to the Borrower Borrowers a certificate setting forth the basis and amount of each request by such Lender for compensation under subsection paragraph (a) or (b) of this Section 5.01. Determinations and allocations by any Lender for purposes of this Section 5.01 of the effect of any Regulatory Change pursuant to subsection paragraph (a) or (b) of this Section 5.01, or of the effect of capital maintained pursuant to subsection paragraph (b) of this Section 5.01, on its costs or rate of return of maintaining Eurodollar Loans or its obligation to make Eurodollar Loans, or on amounts receivable by it in respect of Eurodollar Loans, and of the amounts required to compensate such Lender under this Section 5.01, as set forth in the certificate of the Lender, shall be prima facie evidence of the accuracy of the conclusive, provided that such determinations and calculations contained or asserted therein. Notwithstanding anything to the contrary contained herein, it shall be allocations are made on a condition to the Borrower’s obligation to pay compensation under subsections (a) or (b) of this Section 5.01 that such compensation requirements are also being imposed on substantially all other similar classes or categories of commercial loans or commitments of such Lender similarly affected by the Regulatory Change and the other guidelines and requirements referred to in this Section 5.01reasonable basis.

Notification and Certification. Each Lender shall notify the Borrower Borrowers through Administrative Agent of any event occurring after the date hereof entitling such Lender to compensation under subsections (aSection 2.7(1)(a) or (b) of this Section 5.01 (setting forth in reasonable detail the basis of such determination2.7(1)(b) as promptly as practicable, but in any event within sixty ninety (6090) days, after such Lender obtains actual knowledge thereof; provided that (i) if any Lender fails to give such notice within sixty ninety (6090) days after it obtains actual knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.01 2.7(1) in respect of any costs resulting from such event, only be entitled to payment under this Section 5.01 only 2.7(1) for costs incurred from and after the date sixty ninety (6090) days prior to the date that such Lender does give such notice and (ii) each Lender shall will designate a different Applicable Lending Office (if applicable) for the Eurodollar Loans of such Lender 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 Lender, be disadvantageous to such Lender, except that such Lender shall have no obligation to designate an Applicable Lending Office located in the United States of America. Each Lender shall will furnish to the Borrower Borrowers a certificate setting forth the basis and amount of each request by such Lender for compensation under subsection (aSection 2.7(1)(a) or (b) of this Section 5.012.7(1)(b). Determinations and allocations by any Lender for purposes of this Section 5.01 2.7(1) of the effect of any Regulatory Change pursuant to subsection (a) or (b) of this Section 5.012.7(1)(a), or of the effect of capital maintained pursuant to subsection (b) of this Section 5.012.7(1)(b), on its costs or rate of return of maintaining Eurodollar Loans or its obligation to make Eurodollar Loans, or on amounts receivable by it in respect of Eurodollar Loans, and of the amounts required to compensate such Lender under this Section 5.01, as set forth in the certificate of the Lender2.7(1), shall be prima facie evidence of the accuracy of the conclusive, provided that such determinations and calculations contained or asserted therein. Notwithstanding anything to the contrary contained herein, it shall be allocations are made on a condition to the Borrower’s obligation to pay compensation under subsections (a) or (b) of this Section 5.01 that such compensation requirements are also being imposed on substantially all other similar classes or categories of commercial loans or commitments of such Lender similarly affected by the Regulatory Change and the other guidelines and requirements referred to in this Section 5.01reasonable basis.

Notification and Certification. Each Lender shall notify the Borrower Borrowers of any event occurring after the date hereof entitling such Lender to compensation under subsections (a) paragraph A or (b) B of this Section 5.01 (setting forth in reasonable detail the basis of such determination) 2.8.1 as promptly as practicable, but in any event within sixty thirty (6030) days, after such Lender obtains actual knowledge thereof; provided that (i) if any Lender fails to give such notice within sixty thirty (6030) days after it obtains actual knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.01 2.8.1 in respect of any costs resulting from such event, only be entitled to payment under this Section 5.01 only 2.8.1 for costs incurred from and after the date sixty thirty (6030) days prior to the date that such Lender does give such notice and (ii) each Lender shall will designate a different Applicable Lending Office (if applicable) for the Eurodollar Loans of such Lender 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 Lender, be disadvantageous to such Lender, except that such Lender shall have no obligation to designate an Applicable Lending Office located in the United States of America. Each Lender shall will furnish to the Borrower Borrowers a certificate setting forth the basis and amount of each request by such Lender for compensation under subsection (a) paragraph A or (b) B of this Section 5.012.8.1 within such thirty (30) day period. Determinations and allocations by any Lender for purposes of this Section 5.01 2.8.1 of the effect of any Regulatory Change pursuant to subsection (a) or (b) paragraph A of this Section 5.012.8.1, or of the effect of capital maintained pursuant to subsection (b) paragraph B of this Section 5.012.8.1, on its costs or rate of return of maintaining Eurodollar Loans or its obligation to make Eurodollar Loans, or on amounts receivable by it in respect of Eurodollar Loans, and of the amounts required to compensate such Lender under this Section 5.01, as set forth in the certificate of the Lender2.8.1, shall be prima facie evidence of the accuracy of the conclusive provided that such determinations and calculations contained or asserted therein. Notwithstanding anything to the contrary contained hereinallocations are made on a reasonable basis and absent manifest error, it shall be a condition to the Borrower’s obligation to pay compensation under subsections (a) or (b) of this Section 5.01 that such compensation requirements are also being imposed on substantially all other similar classes or categories of commercial loans or commitments of and such Lender similarly affected by the Regulatory Change and the other guidelines and requirements referred to in this Section 5.01shall provide reasonable evidence thereof.

Notification and Certification. Each Lender or the Issuing Bank, as applicable, shall notify the Borrower of any event occurring after the date hereof entitling such Lender or the Issuing Bank to compensation under subsections paragraph (a) or (b) of this Section 5.01 2.11 (setting forth in reasonable detail the basis of such determination1) as promptly as practicable, but in any event within sixty (60) 180 days, after such Lender or the Issuing Bank obtains actual knowledge thereof; provided that (i) if any Lender or the Issuing Bank fails to give such notice within sixty (60) 180 days after it obtains actual knowledge of such an event, such Lender or the Issuing Bank shall, with respect to compensation payable pursuant to this Section 5.01 2.11(1) in respect of any costs resulting from such event, only be entitled to payment under this Section 5.01 only 2.11(1) for costs incurred from and after the date sixty (60) 180 days prior to the date that such Lender or the Issuing Bank does give such notice and (ii) each Lender shall will designate a different Applicable Lending Office (if applicable) for the Eurodollar Loans of such Lender 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 Lender, be disadvantageous to such Lender, except that such Lender shall have no obligation to designate an Applicable Lending Office located in the United States of America. Each Lender shall or the Issuing Bank, as applicable, will furnish to the Borrower a certificate setting forth the basis and amount of each request by such Lender or the Issuing Bank, as applicable, for compensation under subsection paragraph (a) or (b) of this Section 5.012.11(1). Determinations and allocations by any Lender or the Issuing Bank, as applicable, for purposes of this Section 5.01 2.11(1) of the effect of any Regulatory Change pursuant to subsection paragraph (a) or (b) of this Section 5.012.11(1), or of the effect of capital maintained pursuant to subsection paragraph (b) of this Section 5.012.11(1), on its costs or rate of return of maintaining Eurodollar Loans or issuing, maintaining or participating in Letters of Credit or its obligation to make Eurodollar LoansLoans or to issue, maintain or participate in Letters of Credit, or on amounts receivable by it in respect of Eurodollar LoansLoans or Letters of Credit, and of the amounts required to compensate such Lender or the Issuing Bank, as applicable, under this Section 5.01, as set forth in the certificate of the Lender2.11(1), shall be prima facie evidence of the accuracy of the conclusive, provided that such determinations and calculations contained or asserted therein. Notwithstanding anything to the contrary contained herein, it shall be allocations are made on a condition to the Borrower’s obligation to pay compensation under subsections (a) or (b) of this Section 5.01 that such compensation requirements are also being imposed on substantially all other similar classes or categories of commercial loans or commitments of such Lender similarly affected by the Regulatory Change and the other guidelines and requirements referred to in this Section 5.01reasonable basis.

Notification and Certification. Each Lender shall notify the Borrower Borrowers of any event occurring after the date hereof entitling such Lender to compensation under subsections paragraph (a) or (b) of this Section 5.01 (setting forth in reasonable detail the basis of such determination2.6(1) as promptly as practicable, but in any event within sixty forty-five (6045) days, after such Lender obtains actual knowledge thereof; provided that (i) if any Lender fails to give such notice within sixty forty-five (6045) days after it obtains actual knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.01 2.6(1) in respect of any costs resulting from such event, only be entitled to payment under this Section 5.01 only 2.6(1) for costs incurred from and after the date sixty forty - five (6045) days prior to the date that such Lender does give such notice and (ii) each Lender shall will designate a different Applicable Lending Office (if applicable) for the Eurodollar Loans of such Lender 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 reasonable opinion of such Lender, be disadvantageous to such Lender. Each Lender shall will furnish to the Borrower Borrowers a certificate setting forth the basis and amount of each request by such Lender for compensation under subsection paragraph (a) or (b) of this Section 5.012.6(1). Determinations and allocations by any Lender for purposes of this Section 5.01 2.6(1) of the effect of any Regulatory Change pursuant to subsection paragraph (a) or (b) of this Section 5.012.6(1), or of the effect of capital maintained pursuant to subsection paragraph (b) of this Section 5.012.6(1), on its costs or rate of return of maintaining Eurodollar Floating Loans or its obligation to make Eurodollar Floating Loans, or on amounts receivable by it in respect of Eurodollar Floating Loans, and of the amounts required to compensate such Lender under this Section 5.01, as set forth in the certificate of the Lender2.6(1), shall be prima facie evidence of the accuracy of the conclusive absent manifest error, provided that such determinations and calculations contained or asserted therein. Notwithstanding anything to the contrary contained herein, it shall be allocations are made on a condition to the Borrower’s obligation to pay compensation under subsections (a) or (b) of this Section 5.01 that such compensation requirements are also being imposed on substantially all other similar classes or categories of commercial loans or commitments of such Lender similarly affected by the Regulatory Change and the other guidelines and requirements referred to in this Section 5.01reasonable basis.

Notification and Certification. Each Lender shall notify the Borrower of any event occurring after the date hereof entitling such Lender to compensation under subsections paragraph (a) or (b) of this Section 5.01 (setting forth in reasonable detail the basis of such determination2.8(1) as promptly as practicable, but in any event within sixty forty-five (6045) days, after such Lender obtains actual knowledge thereof; provided that (i) if any Lender fails to give such notice within sixty forty-five (6045) days after it obtains actual knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.01 2.8(1) in respect of any costs resulting from such event, only be entitled to payment under this Section 5.01 only 2.8(1) for costs incurred from and after the date sixty thirty (6030) days prior to the date that such Lender does give such notice and (ii) each Lender shall will designate a different Applicable Lending Office (if applicable) for the Eurodollar Loans of such Lender 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 Lender, be disadvantageous to such Lender, except that such Lender shall have no obligation to designate an Applicable Lending Office located in the United States of America. Each Lender shall will furnish to the Borrower a certificate setting forth the basis and amount of each request by such Lender for compensation under subsection paragraph (a) or (b) of this Section 5.012.8(1). Determinations and allocations by any Lender for purposes of this Section 5.01 2.8(1) of the effect of any Regulatory Change pursuant to subsection paragraph (a) or (b) of this Section 5.012.8(1), or of the effect of capital maintained pursuant to subsection paragraph (b) of this Section 5.012.8(1), on its costs or rate of return of maintaining Eurodollar Loans or its obligation to make Eurodollar Loans, or on amounts receivable by it in respect of Eurodollar Loans, and of the amounts required to compensate such Lender under this Section 5.01, as set forth in the certificate of the Lender2.8(1), shall be prima facie evidence of the accuracy of the conclusive, provided that such determinations and calculations contained or asserted thereinallocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, it Borrower shall be a condition to the Borrower’s obligation obligated to pay compensation under to a Lender pursuant to subsections (a) or and (b) of this Section 5.01 that 2.8(1) only if such Lender is imposing similar compensation requirements are also being imposed on substantially all other similar classes or categories of borrowers under commercial loans or commitments of such Lender the same type and quality as the Loan and which are similarly affected by the Regulatory Change and the or other guidelines and or requirements referred for which such Lender is seeking compensation from Borrower pursuant to in this Section 5.012.8(1).

Notification and Certification. Each Lender shall notify the Borrower of any event occurring after the date hereof entitling such Lender to compensation under subsections paragraph (a) or (b) of this Section 5.01 (setting forth in reasonable detail the basis of such determination) as promptly as practicable, but in any event within sixty (60) 45 days, after such Lender obtains actual knowledge thereof; provided that (i) if any Lender fails to give such notice within sixty (60) 45 days after it obtains actual knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.01 in respect of any costs resulting from such event, only be entitled to payment under this Section 5.01 only for costs incurred from and after the date sixty (60) 45 days prior to the date that such Lender does give such notice and (ii) each Lender shall will designate a different Applicable Lending Office (if applicable) for the Eurodollar Loans of such Lender 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 Lender, be disadvantageous to such Lender, except that such Lender shall have no obligation to designate an Applicable Lending Office located in the United States of America. Each Lender shall will furnish to the Borrower a certificate setting forth the basis and amount of each request by such Lender for compensation under subsection paragraph (a) or (b) of this Section 5.01. Determinations and allocations by any Lender for purposes of this Section 5.01 of the effect of any Regulatory Change pursuant to subsection paragraph (a) or (b) of this Section 5.01, or of the effect of capital maintained pursuant to subsection paragraph (b) of this Section 5.01, on its costs or rate of return of maintaining Eurodollar Loans or its obligation to make Eurodollar Loans, or on amounts receivable by it in respect of Eurodollar Loans, and of the amounts required to compensate such Lender under this Section 5.01, as set forth in the certificate of the Lender, shall be prima facie evidence of the accuracy of the conclusive, provided that such determinations and calculations contained or asserted therein. Notwithstanding anything to the contrary contained herein, it shall be allocations are made on a condition to the Borrower’s obligation to pay compensation under subsections (a) or (b) of this Section 5.01 that such compensation requirements are also being imposed on substantially all other similar classes or categories of commercial loans or commitments of such Lender similarly affected by the Regulatory Change and the other guidelines and requirements referred to in this Section 5.01reasonable basis.

Notification and Certification. Each Lender shall notify the Borrower of any event occurring after the date hereof entitling such Lender to compensation under subsections paragraph (a) or (b) of this Section 5.01 (setting forth in reasonable detail the basis of such determination2.9(1) as promptly as practicable, but in any event within sixty (60) days, after such Lender obtains actual knowledge thereof; provided that (i) if any Lender fails to give such notice within sixty (60) days after it obtains actual knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.01 2.9(1) in respect of any costs resulting from such event, only be entitled to payment under this Section 5.01 only 2.9(1) for costs incurred from and after the date sixty forty-five (6045) days prior to the date that such Lender does give such notice and (ii) each Lender shall will designate a different Applicable Lending Office (if applicable) for the Eurodollar Loans of such Lender 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 Lender, be disadvantageous to such Lender, except that such Lender shall have no obligation to designate an Applicable Lending Office located in the United States of America. Each Lender shall will furnish to the Borrower a certificate setting forth the basis and amount of each request by such Lender for compensation under subsection paragraph (a) or (b) of this Section 5.012.9(1). Determinations and allocations by any Lender for purposes of this Section 5.01 2.9(1) of the effect of any Regulatory Change pursuant to subsection paragraph (a) or (b) of this Section 5.012.9(1), or of the effect of capital maintained pursuant to subsection paragraph (b) of this Section 5.012.9(1), on its costs or rate of return of maintaining Eurodollar Loans or its obligation to make Eurodollar Loans, or on amounts receivable by it in respect of Eurodollar Loans, and of the amounts required to compensate such Lender under this Section 5.01, as set forth in the certificate of the Lender2.9(1), shall be prima facie evidence of the accuracy of the conclusive, provided that such determinations and calculations contained or asserted therein. Notwithstanding anything to the contrary contained herein, it shall be allocations are absent manifest error and made on a condition to the Borrower’s obligation to pay compensation under subsections (a) or (b) of this Section 5.01 that such compensation requirements are also being imposed on substantially all other similar classes or categories of commercial loans or commitments of such Lender similarly affected by the Regulatory Change and the other guidelines and requirements referred to in this Section 5.01reasonable basis.

Notification and Certification. Each Lender shall notify the Borrower ------------------------------ Borrowers of any event occurring after the date hereof entitling such Lender to compensation under subsections paragraph (a) or (b) of this Section 5.01 (setting forth in reasonable detail the basis of such determination) as promptly as practicable, but in any event within sixty (60) 45 days, after such Lender obtains actual knowledge thereof; provided that (i) if any Lender fails to give such notice -------- within sixty (60) 45 days after it obtains actual knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.01 in respect of any costs resulting from such event, only be entitled to payment under this Section 5.01 only for costs incurred from and after the date sixty (60) 45 days prior to the date that such Lender does give such notice and (ii) each Lender shall will designate a different Applicable Lending Office (if applicable) for the Eurodollar Loans of such Lender 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 Lender, be disadvantageous to such Lender, except that such Lender shall have no obligation to designate an Applicable Lending Office located in the United States of America. Each Lender shall will furnish to the Borrower Borrowers a certificate setting forth the basis and amount of each request by such Lender for compensation under subsection paragraph (a) or (b) of this Section 5.01. Determinations and allocations by any Lender for purposes of this Section 5.01 of the effect of any Regulatory Change pursuant to subsection paragraph (a) or (b) of this Section 5.01, or of the effect of capital maintained pursuant to subsection paragraph (b) of this Section 5.01, on its costs or rate of return of maintaining Eurodollar Loans or its obligation to make Eurodollar Loans, or on amounts receivable by it in respect of Eurodollar Loans, and of the amounts required to compensate such Lender under this Section 5.01, as set forth in the certificate of the Lender, shall be prima facie evidence of the accuracy of the conclusive, provided that such determinations and calculations contained or asserted thereinallocations are made on a reasonable -------- basis. Notwithstanding anything to the contrary contained herein, it shall be a condition to the Borrower’s obligation to pay compensation under subsections (a) or (b) of this Section 5.01 that such compensation requirements are also being imposed on substantially all other similar classes or categories of commercial loans or commitments of such Lender similarly affected by the Regulatory Change and the other guidelines and requirements referred to in this Section 5.01.Credit Agreement ----------------

Notification and Certification. Each Lender or the Issuing Bank, ------------------------------ as applicable, shall notify the Borrower of any event occurring after the date hereof entitling such Lender or the Issuing Bank to compensation under subsections paragraph (a) or (b) of this Section 5.01 (setting forth in reasonable detail the basis of such determination2.11(1) as promptly as practicable, ------------- --- --------------- but in any event within sixty (60) 180 days, after such Lender or the Issuing Bank obtains actual knowledge thereof; provided that (i) if any Lender or the -------- Issuing Bank fails to give such notice within sixty (60) 180 days after it obtains actual knowledge of such an event, such Lender or the Issuing Bank shall, with respect to compensation payable pursuant to this Section 5.01 2.11(1) in respect of any costs resulting from --------------- such event, only be entitled to payment under this Section 5.01 only 2.11(1) for --------------- costs incurred from and after the date sixty (60) 180 days prior to the date that such Lender or the Issuing Bank does give such notice and (ii) each Lender shall will designate a different Applicable Lending Office (if applicable) for the Eurodollar Loans of such Lender 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 Lender, be disadvantageous to such Lender, except that such Lender shall have no obligation to designate an Applicable Lending Office located in the United States of America. Each Lender shall or the Issuing Bank, as applicable, will furnish to the Borrower a certificate setting forth the basis and amount of each request by such Lender or the Issuing Bank, as applicable, for compensation under subsection paragraph (a) or (b) of this Section 5.01. ------------- --- ------- 2.11(1) Determinations and allocations by any Lender or the Issuing Bank, ------- as applicable, for purposes of this Section 5.01 2.11(1) of the effect of any --------------- Regulatory Change pursuant to subsection paragraph (a) or (b) of this Section 5.012.11(1), or of ------------- --------------- the effect of capital maintained pursuant to subsection paragraph (b) of this Section 5.01, ------------- ------- 2.11 (1) on its costs or rate of return of maintaining Eurodollar Loans or issuing, ------- maintaining or participating in Letters of Credit or its obligation to make Eurodollar LoansLoans or to issue, maintain or participate in Letters of Credit, or on amounts receivable by it in respect of Eurodollar LoansLoans or Letters of Credit, and of the amounts required to compensate such Lender or the Issuing Bank, as applicable, under this Section 5.01, as set forth in the certificate of the Lender2.11(1), shall be prima facie evidence of the accuracy of the conclusive, provided that --------------- -------- such determinations and calculations contained or asserted therein. Notwithstanding anything to the contrary contained herein, it shall be allocations are made on a condition to the Borrower’s obligation to pay compensation under subsections (a) or (b) of this Section 5.01 that such compensation requirements are also being imposed on substantially all other similar classes or categories of commercial loans or commitments of such Lender similarly affected by the Regulatory Change and the other guidelines and requirements referred to in this Section 5.01reasonable basis.