Common use of Notification and Determination of Additional Costs Clause in Contracts

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to notify the Borrower (and in the case of a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided, further, that notwithstanding the foregoing provisions of this Section, the Administrative Agent or a Lender, as the case may be, shall not be entitled to compensation for any such amount relating to any period ending more than six months prior to the date that the Administrative Agent or such Lender, as applicable, first notifies the Borrower in writing thereof or for any amounts resulting from a change by any Lender of its Lending Office (other than changes required by Applicable Law). The Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of an Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and/or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank Agent and each Lender and each Participant (through its participating Lender), as the case may be, agrees to notify the Borrower (and in the case of a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank Agent or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank Agent or any Lender or any Participant (through its participating Lender) to give such notice shall not release the Borrower from any of its their obligations hereunder (and in hereunder. Notwithstanding the case of a Lenderforegoing, the Borrower shall not be required to compensate the Administrative Agent); provided, further, that notwithstanding any Lender or any Participant pursuant to the foregoing provisions of this Section, the Administrative Agent or a Lender, as the case may be, shall not be entitled to compensation Section for any such amount relating to any period ending increased costs incurred or reductions suffered more than six months prior to the date that the Administrative Agent or such Lender or such Participant (through its participating Lender, as applicable, first ) notifies the Borrower in writing thereof of the Regulatory Change giving rise to such increases costs or for any amounts resulting from a change by any Lender reductions and of its Lending Office the Administrative Agent’s or such Lender’s or such Participant’s intention to claim compensation therefor (other than changes required by Applicable Lawexcept that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, each Issuing Bank and each Agent or such Lender or such Participant (through its participating Lender, as the case may be, ) agrees to furnish to the Borrower (and in the case of an Issuing Bank a Lender or a Lender Participant, to the Administrative Agent as wellAgent) a certificate setting forth in reasonable detail the basis and amount of each request by the Administrative Agent or such Lender for compensation under this Section. Determinations Absent manifest error, determinations by the Administrative Agent, such Issuing Bank Agent or such Lender, as the case may be, any Lender or any Participant of the effect of any Regulatory Change shall be conclusive conclusive, provided that such determinations are made on a reasonable basis and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and/or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereofin good faith.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank Bank, each Lender, and each LenderParticipant, as the case may be, agrees to notify the Borrower (and in the case of a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank Bank, such Lender or such Lender Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank Bank, any Lender or any Lender Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided, further, provided further that notwithstanding the foregoing provisions of this Section, the Administrative Agent or a Lender, as the case may be, no Lender shall not be entitled to compensation for claim any additional cost, reduction in amounts, loss, tax or other additional amount under this Article V if such amount relating Lender fails to any period ending more than six months prior provide such notice to the Borrower within 180 days of the date that such Lender becomes aware of the Administrative Agent occurrence of the event giving rise to the additional cost, reduction in amounts, loss, tax or such Lender, as applicable, first notifies the Borrower in writing thereof or for any amounts resulting from a change by any Lender of its Lending Office (other than changes required by Applicable Law)additional amount. The Administrative Agent, each Issuing Bank Bank, each Lender and each LenderParticipant, as the case may be, agrees to furnish to the Borrower (and in the case of an the Issuing Bank Banks, a Lender or a Lender Participant to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank Bank, such Lender, or such LenderParticipant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any provided that such Issuing Bank and/or any such Lender, as the case may be, the amount shown as due determination is made on any such certificate within 10 days after receipt thereofa reasonable basis and in good faith.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank Agent and each Lender, as the case may be, agrees to notify the Borrower (and in the case of a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank Agent or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank Agent or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided, further, that notwithstanding the foregoing provisions of this Section, the Administrative Agent or a Lender, as the case may be, shall not be entitled to compensation for any such amount relating to any period ending more than six months prior to the date that the Administrative Agent or such Lender, as applicable, first notifies the Borrower in writing thereof or for any amounts resulting from a change by any Lender of its Lending Office (other than changes required by Applicable Law). The Administrative Agent, each Issuing Bank Agent and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of an Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank Agent or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and/or Agent and or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to notify the Borrower (and in the case of any Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent)hereunder; provided, furtherhowever, that notwithstanding the foregoing provisions of Borrower shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section, Section for any increased costs incurred or reductions suffered more than nine months prior to the Administrative Agent date that such Lender or a Lendersuch Issuing Bank, as the case may be, shall not be entitled to compensation for any such amount relating to any period ending more than six months prior to the date that the Administrative Agent or such Lender, as applicable, first notifies the Borrower in writing thereof of the Regulatory Change giving rise to such increased costs or for any amounts resulting from a change by any Lender reductions, and of its Lending Office such Lender’s or such Issuing Bank’s intention to claim compensation therefor (other than changes required by Applicable Lawexcept that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of an any Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and/or and or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 ten (10) days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank Agent and each Lender, as the case may be, agrees to notify the Borrower (and in the case of a Lender, to notify the Administrative Agent) in writing of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank Agent or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank Agent or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent)hereunder; provided, further, that notwithstanding the foregoing provisions of this Section, Borrower shall not be required to compensate the Administrative Agent or a Lender, as the case may be, shall not be entitled Lender pursuant to compensation this Section for any such amount relating to any period ending increased costs incurred or reductions suffered more than six months prior to the date that the Administrative Agent or such Lender, as applicablethe case may be, first notifies the Borrower in writing thereof of the Regulatory Change giving rise to such increased costs or for any amounts resulting from a change by any reductions, and of the intention of the Administrative Agent or such Lender to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of its Lending Office (other than changes required by Applicable Lawretroactive effect thereof). The Administrative Agent, each Issuing Bank Agent and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of an Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank Agent or such Lender, as the case may be, of the effect of any Regulatory Change shall shall, provided that such determinations are made on a reasonable basis and in good faith, be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and/or Agent and or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to notify the Borrower (and in the case of an Issuing Bank or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any such Issuing Bank or any such Lender to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case hereunder; provided further, that none of a Lender, to the Administrative Agent); provided, further, that notwithstanding the foregoing provisions of this Section, the Issuing Banks or the Lenders shall be entitled to claim any additional cost, reduction in amounts, loss, tax or other additional amount under this Article V if such Person fails to provide such notice to the Borrower within 180 days of the date the Administrative Agent Agent, such Issuing Bank or a such Lender, as the case may be, shall not be entitled to compensation for any such amount relating to any period ending more than six months prior becomes aware of the occurrence of the event giving rise to the date that additional cost, reduction in amounts, loss, tax or other additional amount; provided further that, if such occurrence giving rise to such increased costs or reductions is retroactive, then the Administrative Agent or such Lender, as applicable, first notifies 180-day period referred to above shall be extended to include the Borrower in writing thereof or for any amounts resulting from a change by any Lender period of its Lending Office (other than changes required by Applicable Law)retroactive effect thereof. The Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to furnish to the Borrower (and and, in the case of an Issuing Bank or a Lender Lender, to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section, provided, however, that notwithstanding anything to the contrary in this Section 5.1, in the case of any Regulatory Change described in clauses (x) or (y) of the definition of Regulatory Change, it shall be a condition to a Lender’s exercise of its rights, if any, under this Section 5.1 that such Lender shall generally be exercising similar rights with respect to borrowers under similar agreements where available. Determinations by the Administrative Agent, such Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and/or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, Issuing Bank, each Issuing Bank Lender, and each LenderParticipant, as the case may be, agrees to notify the Borrower (and in the case of a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, the Issuing Bank, such Issuing Bank Lender or such Lender Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, the Issuing Bank, any Issuing Bank Lender or any Lender Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided, further, that notwithstanding the foregoing provisions of this Section, the Administrative Agent or a Lender, as the case may be, shall not be entitled to compensation for any such amount relating to any period ending more than six months prior to the date that the Administrative Agent or such Lender, as applicable, first notifies the Borrower in writing thereof or for any amounts resulting from a change by any Lender of its Lending Office (other than changes required by Applicable Law). The Administrative Agent, the Issuing Bank, each Issuing Bank Lender and each LenderParticipant, as the case may be, agrees to furnish to the Borrower (and in the case of an the Issuing Bank Bank, a Lender or a Lender Participant to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, the Issuing Bank, such Issuing Bank Lender, or such LenderParticipant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest errorerror and provided that such determinations are made on a reasonable basis and in good faith. The Notwithstanding anything to the contrary contained in the preceding subsections of this Section 4.1., the Borrower shall pay the Administrative Agent, not be required to compensate any Lender or any Participant for any such Issuing Bank and/or any increased costs or reduced return incurred by such Lender or Participant more than one-hundred-eighty (180) days prior to such Lender’s or Participant’s written request to the Borrower for such compensation (except that if the event giving rise to the increased costs or reduced return is retroactive, as then the case may be, one-hundred-eighty (180) day period referred to above shall be extended to include the amount shown as due on any such certificate within 10 days after receipt period of retroactive effect thereof).

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank Bank, each Lender, and each LenderParticipant, as the case may be, agrees to notify the Borrower (and in the case of a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank Bank, such Lender or such Lender Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank Bank, any Lender or any Lender Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided, further, that notwithstanding the foregoing provisions of this Section, the Administrative Agent or a Lender, as the case may be, shall not be entitled to compensation for any such amount relating to any period ending more than six months prior to the date that the Administrative Agent or such Lender, as applicable, first notifies the Borrower in writing thereof or for any amounts resulting from a change by any Lender of its Lending Office (other than changes required by Applicable Law). The Administrative Agent, each Issuing Bank Bank, each Lender and each LenderParticipant, as the case may be, agrees to furnish to the Borrower (and in the case of an Issuing Bank Bank, a Lender or a Lender Participant to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank Bank, such Lender, or such LenderParticipant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error, provided that such determinations are made on a reasonable basis and in good faith. The Notwithstanding anything to the contrary contained in the preceding subsections of this Section 4.1., the Borrower shall pay the Administrative Agent, not be required to compensate any Lender for any such Issuing Bank and/or any increased costs or reduced return incurred by such Lender more than one-hundred-eighty (180) days prior to such Lender’s written request to the Borrower for such compensation (except that if the event giving rise to the increased costs or reduced return is retroactive, as then the case may be, one-hundred-eighty (180) day period referred to above shall be extended to include the amount shown as due on any such certificate within 10 days after receipt period of retroactive effect thereof).

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank Agent and each Lender, as the case may be, Lender agrees to notify the Borrower (and in the case of a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank Agent or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank Agent or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided, further, provided that notwithstanding the foregoing provisions of Borrower shall not be required to compensate a Lender or Issuing Lender pursuant to this Section, Section 5.1.(d) for any Additional Costs incurred more than nine months prior to the Administrative Agent date that such Lender or a Issuing Lender, as the case may be, notifies the Borrower of the Regulatory Change giving rise to such Additional Costs, and of such Lender’s or Issuing Lender’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such Additional Costs is retroactive, then the nine-month period referred to above shall not be entitled extended to compensation for any such amount relating to any include the period ending more than six months prior to the date that the Administrative of retroactive effect thereof). The Agent or such Lender, as applicable, first notifies the Borrower in writing thereof or for any amounts resulting from a change by any Lender of its Lending Office (other than changes required by Applicable Law). The Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of an Issuing Bank or a Lender Lender, to the Administrative Agent as wellAgent) a certificate setting forth in reasonable detail the basis and amount of each request by the Agent or such Lender for compensation under this Section. Determinations Absent manifest error, determinations by the Administrative Agent, such Issuing Bank Agent or such Lender, as the case may be, any Lender of the effect of any Regulatory Change shall be conclusive conclusive, provided that such determinations are made on a reasonable basis and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and/or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereofin good faith.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank Lender, and each LenderParticipant, as the case may be, agrees to notify the Borrower (and in the case of a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank Lender or such Lender Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank Lender or any Lender Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided, further, that notwithstanding the foregoing provisions of this Section, the Administrative Agent or a Lender, as the case may be, shall not be entitled to compensation for any such amount relating to any period ending more than six months prior to the date that the Administrative Agent or such Lender, as applicable, first notifies the Borrower in writing thereof or for any amounts resulting from a change by any Lender of its Lending Office (other than changes required by Applicable Law). The Administrative Agent, each Issuing Bank Lender and each LenderParticipant, as the case may be, agrees to furnish to the Borrower (and in the case of an Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank Lender, or such LenderParticipant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest errorerror and provided that such determinations are made on a reasonable basis and in good faith. The Notwithstanding anything to the contrary contained in the preceding subsections of this Section 4.1., the Borrower shall pay the Administrative Agent, not be required to compensate any Lender or any Participant for any such Issuing Bank and/or any increased costs or reduced return incurred by such Lender or Participant more than one-hundred-eighty (180) days prior to such Lender’s or Participant’s written request to the Borrower for such compensation (except that if the event giving rise to the increased costs or reduced return is retroactive, as then the case may be, one-hundred-eighty (180) day period referred to above shall be extended to include the amount shown as due on any such certificate within 10 days after receipt period of retroactive effect thereof).

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to notify the Borrower (and in the case of a Lender, to notify the Administrative Agent) Borrowers of any event occurring after the Agreement Closing Date entitling the Administrative Agent, such Issuing Bank or and such Lender to compensation under any of the preceding subsections of this Section or Section 3.10 as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank or any Lender to give such notice shall not release the Borrower Borrowers from any of its their obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided, further, that notwithstanding the foregoing provisions of this Section, the Administrative Agent or a Lender, as the case may be, shall not be entitled to compensation for any such amount relating to any period ending more than six months prior to the date that the Administrative Agent or such Lender, as applicable, first notifies the Borrower in writing thereof or for any amounts resulting from a change by any Lender of its Lending Office (other than changes required by Applicable Law). The Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to furnish to the Borrower Borrowers (and in the case of an Issuing Bank Bank, a Lender or a Lender Participant, to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower Notwithstanding anything in Section 3.10 or this Section 4.01 to the contrary, the Borrowers shall pay the Administrative Agentnot be required to compensate a Lender, any such Issuing Bank and/or or Participant pursuant to such Sections for any amount incurred or reductions suffered more than ninety (90) days prior to the date that such Lender, as Issuing Bank or Participant obtains actual knowledge of the case may beevent that gives rise to such claim (except that, if the amount shown as due on any change giving rise to such certificate within 10 days after receipt claim is retroactive, then the 90-day period referred to above shall be extended to include the period of retroactive effect thereof).

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank Bank, each Lender, and each LenderParticipant, as the case may be, agrees to notify the Borrower (and in the case of a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank Bank, such Lender or such Lender Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank Bank, any Lender or any Lender Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided, further, that notwithstanding the foregoing provisions of this Section, the Administrative Agent or a Lender, as the case may be, shall not be entitled to compensation for any such amount relating to any period ending more than six months prior to the date that the Administrative Agent or such Lender, as applicable, first notifies the Borrower in writing thereof or for any amounts resulting from a change by any Lender of its Lending Office (other than changes required by Applicable Law). The Administrative Agent, each Issuing Bank Bank, each Lender and each LenderParticipant, as the case may be, agrees to furnish to the Borrower (and in the case of an Issuing Bank Bank, a Lender or a Lender Participant to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank Bank, such Lender, or such LenderParticipant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest errorerror and provided that such determinations are made on a reasonable basis and in good faith. The Notwithstanding anything to the contrary contained in the preceding subsections of this Section 5.1., the Borrower shall pay the Administrative Agent, not be required to compensate any Lender or any Participant for any such Issuing Bank and/or any increased costs or reduced return incurred by such Lender or Participant more than one hundred eighty (180) days prior to such Lender’s or Participant’s written request to the Borrower for such compensation (except that if the event giving rise to the increased costs or reduced return is retroactive, as then the case may be, one hundred eighty (180) day period referred to above shall be extended to include the amount shown as due on any such certificate within 10 days after receipt period of retroactive effect thereof).

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank Lender, and each LenderParticipant, as the case may be, agrees to notify the Borrower (and in the case of a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank Lender or such Lender Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank Lender or any Lender Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a LenderXxxxxx, to the Administrative Agent); provided, further, that notwithstanding the foregoing provisions of this Section, the Administrative Agent or a Lender, as the case may be, shall not be entitled to compensation for any such amount relating to any period ending more than six months prior to the date that the Administrative Agent or such Lender, as applicable, first notifies the Borrower in writing thereof or for any amounts resulting from a change by any Lender of its Lending Office (other than changes required by Applicable Law). The Administrative Agent, each Issuing Bank Lender and each LenderParticipant, as the case may be, agrees to furnish to the Borrower (and in the case of an Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank Lender, or such LenderParticipant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest errorerror and provided that such determinations are made on a reasonable basis and in good faith. The Notwithstanding anything to the contrary contained in the preceding subsections of this Section 4.1., the Borrower shall pay the Administrative Agent, not be required to compensate any Lender or any Participant for any such Issuing Bank and/or any increased costs or reduced return incurred by such Lender or Participant more than one-hundred-eighty (180) days prior to such Lender’s or Participant’s written request to the Borrower for such compensation (except that if the event giving rise to the increased costs or reduced return is retroactive, as then the case may be, one-hundred-eighty (180) day period referred to above shall be extended to include the amount shown as due on any such certificate within 10 days after receipt period of retroactive effect thereof).