Common use of Regulatory Change Clause in Contracts

Regulatory Change. If, as a result of any Regulatory Change, any reserve, special deposit or similar requirements relating to any extensions of credit or other assets of, or any deposits with, any Lender is imposed, modified or deemed applicable and the result is to increase the cost to such Lender of making LIBOR-based loans, or to reduce the amount receivable by Lender hereunder in respect of any portion of the Loan with respect to LIBOR-based loans by an amount deemed by such Lender to be material (such increases in cost and reductions in amounts receivable, “Increased Costs”), then Borrower agrees that it will pay to Lender upon Lender’s request such additional amount or amounts (based upon a reasonable allocation thereof by such Lender to the LIBOR-based loans made by such Lender) as will compensate such Lender for such Increased Costs to the extent that such Increased Costs are reasonably allocable to the Loan. Lender will notify Borrower in writing of any event occurring after the Closing Date which will entitle Lender to compensation pursuant to this Section 1.6 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation and will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. If such Lender shall fail to notify Borrower of any such event within 90 days following the end of the month during which such event occurred, then Borrower’s liability for any amounts described in this Section incurred by such Lender as a result of such event shall be limited to those attributable to the period occurring subsequent to the 90th day prior to the date upon which such Lender actually notified Borrower of the occurrence of such event. Notwithstanding the foregoing, in no event shall Borrower be required to compensate any Lender for any portion of the income or franchise taxes of Lender, whether or not attributable to payments made by Borrower. If a Lender requests compensation under this Section 1.6, Borrower may, by notice to Lender, require that such Lender furnish to Borrower a statement setting forth in reasonable detail the basis for requesting such compensation and the method for determining the amount thereof.

Regulatory Change. If, as a result of any Regulatory Change, any reserve, special deposit or similar requirements relating to any extensions of credit or other assets of, or any deposits with, any Lender is imposed, modified or deemed applicable and the result is to increase the cost to such Lender of making LIBOR-based loans, or to reduce the amount receivable by Lender hereunder in respect of any portion of the Loan with respect to LIBOR-based loans by an a material amount deemed by such Lender to be material (such increases in cost and reductions in amounts receivable, “Increased Costs”), then Borrower agrees that it will pay to Lender upon Lender’s request such additional amount or amounts (based upon a reasonable allocation thereof by such Lender to the LIBOR-based loans made by such Lender) as will compensate such Lender for such Increased Costs to the extent that such Increased Costs are reasonably allocable to the Loan. Lender will notify Borrower in writing of any event occurring after the Closing Date which will entitle Lender to compensation pursuant to this Section 1.6 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation and will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. If such Lender shall fail to notify Borrower of any such event within 90 days following the end of the month during which such event occurred, then Borrower’s liability for any amounts described in this Section 1.6 incurred by such Lender as a result of such event shall be limited to those attributable to the period occurring subsequent to the 90th day prior to the date upon which such Lender actually notified Borrower of the occurrence of such event. Notwithstanding the foregoing, in no event shall Borrower be required to compensate any Lender (i) for any portion of the income or franchise taxes of Lender, whether or not attributable to payments made by BorrowerBorrower and (ii) unless the events giving rise to such compensation affect similarly situated banks or financial institutions generally and are not applicable to such lender solely or primarily by reason of such lender’s particular conduct or condition. If a Lender requests compensation under this Section 1.6, Borrower may, by notice to Lender, require that such Lender furnish to Borrower a statement setting forth in reasonable detail the basis for requesting such compensation and the method for determining the amount thereof. This Section 1.6 shall apply only with respect to any portion of the Loan that is not contained in a Securitization. This Section 1.6 shall not apply to a regulatory change with respect to any taxes (including, but not limited to, U.S. Taxes).

Regulatory Change. If(a) During the Regulatory Reimbursement Period, as each Party will provide the other Party with prompt written notice of the announcement by a result Governmental Entity of any Additional Legal Requirement that such Party believes is reasonably likely to result in a Material Regulatory ChangeChange (a "REGULATORY CHANGE NOTICE"). Notwithstanding the foregoing, any reserve, special deposit or similar requirements relating Publisher's failure to any extensions of credit or other assets of, or any deposits with, any Lender is imposed, modified or deemed applicable and the result is provide QC with a Regulatory Change Notice in a timely manner will not limit Publisher's right to increase the cost seek reimbursement from QC pursuant to such Lender of making LIBOR-based loans, or to reduce the amount receivable by Lender hereunder in respect of any portion of the Loan this Section 3.13 with respect to LIBOR-based loans by an amount deemed by such Lender to be material (such increases in cost Material Regulatory Change unless and reductions in amounts receivable, “Increased Costs”), then Borrower agrees that it will pay to Lender upon Lender’s request such additional amount or amounts (based upon a reasonable allocation thereof by such Lender to the LIBOR-based loans made by such Lender) as will compensate such Lender for such Increased Costs to the extent that such Increased Costs are failure prejudices QC. (b) Within sixty (60) days after each anniversary of the Effective Date during the Regulatory Reimbursement Period, Publisher may provide QC with a written statement seeking reimbursement with respect to one or more Material Regulatory Changes (a "REGULATORY CHANGE REIMBURSEMENT STATEMENT"). Each Regulatory Change Reimbursement Statement will specify in reasonable detail (including itemization) (i) each Material Regulatory Change, (ii) the manner in which Publisher responded to such Material Regulatory Change, (iii) a calculation of the Regulatory Cost Increase, (iv) a calculation of the Net Regulatory Cost Increase, and (v) a calculation of the percentage increase of Publishers direct costs to fulfill the Publishing Obligation that such Net Regulatory Cost Increase represents. (c) Publisher will exercise reasonably allocable prudent business judgment with respect to the Loanmanner that it responds to any Material Regulatory Change and comply with such change Publishing Agreement for Official Listing/Directories Execution Copy as if Publisher was responsible for all compliance costs. Lender will notify Borrower in writing of any event occurring If after the Closing Date which will entitle Lender to compensation exercising such reasonable efforts there is Net Regulatory Cost Increase, as finally determined pursuant to this Section 1.6 as 3.13, QC will promptly as practicable after it obtains knowledge thereof and determines pay to request such compensation and will designate Publisher the QC Reimbursement Share. (d) Within sixty (60) days of QC's receipt of a different lending office if such designation will avoid Regulatory Change Reimbursement Statement, QC may either (i) pay the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Lender, be otherwise disadvantageous QC Reimbursement Share with respect to such Lender. If such Lender shall fail to notify Borrower of any such event within 90 days following the end Net Regulatory Cost Increase or (ii) provide Publisher with written notice stating its dispute with Publisher's assertion that a Material Regulatory Change exists and/or Publishers estimate of the month during which such event occurred, then Borrower’s liability for any amounts described in this Section incurred by such Lender as a result of such event shall be limited to those attributable to the period occurring subsequent to the 90th day prior to the date upon which such Lender actually notified Borrower of the occurrence of such event. Notwithstanding the foregoing, in no event shall Borrower be required to compensate any Lender for any portion of the income or franchise taxes of Lender, whether or not attributable to payments made by Borrower. If a Lender requests compensation under this Section 1.6, Borrower may, by notice to Lender, require that such Lender furnish to Borrower a statement Net Regulatory Cost Increase and setting forth in reasonable detail the basis therefore (a "REGULATORY CHANGE DISPUTE NOTICE"). During such sixty (60) day period, Publisher will provide QC with any additional information it reasonably requests to assess such Regulatory Change Reimbursement Statement, including access to Publisher's auditors and their work papers. (e) The Parties will attempt in good faith to resolve any such dispute set forth in a Regulatory Change Dispute Notice by referring the dispute to a senior executive officer of each of QC and Publisher for requesting ten (10) business days of the submission of the dispute to them. If such compensation officers cannot resolve such dispute within such period, then the Parties will submit the dispute to binding resolution as follows: (i) if the dispute is with respect to whether a Material Regulatory Change has occurred, the dispute will be submitted to arbitration pursuant to Section 9.7 below; and (ii) if the method for determining dispute is with respect to the amount thereofof the Net Regulatory Cost Increase, the dispute will be submitted to a mutually-acceptable qualified independent financial expert. If the Parties cannot agree on an expert within a five (5) business day period following notice from either Party of termination of discussions between the officers (as described above), each Party will select its own expert within a further five (5) business day period who will then together select a third qualified independent expert. The Parties will provide such information, including written submissions, as are reasonably requested by the expert(s). The Net Regulatory Cost Increase that is the average of the valuations of the three experts will be binding on the Parties. If the Parties agree on a single expert, they will equally share such expert's fees and costs. If the Parties cannot agree on a single expert, each Party will pay the fees and costs of the expert it selects and equally share the fees and costs of the expert that the Parties' experts select. The experts selected pursuant to clause (ii) above will be independent of both Parties and their respective Affiliates and will be qualified with respect to the LEC industry and valuation techniques.

Regulatory Change. If, as a result (a) Each Party shall provide the other Party with prompt written notice of the announcement by any Governmental Entity of any Regulatory Changeproposed Additional Legal Requirement. To the extent permitted by applicable law, any reserve, special deposit or similar requirements relating to any extensions of credit or other assets of, or any deposits with, any Lender is imposed, modified or deemed applicable and the result is to increase the cost to such Lender of making LIBOR-based loans, or to reduce the amount receivable by Lender hereunder in respect Verizon shall provide Publisher with prompt notice of any portion of Governmental Entity’s determination that there is a problem with the Loan with respect to LIBOR-based loans by an amount deemed by such Lender to be material (such increases manner in cost and reductions in amounts receivable, “Increased Costs”), then Borrower agrees that it will pay to Lender upon Lender’s request such additional amount or amounts (based upon a reasonable allocation thereof by such Lender to which Publisher is fulfilling the LIBOR-based loans made by such Lender) as will compensate such Lender for such Increased Costs to the extent that such Increased Costs are reasonably allocable to the Loan. Lender will notify Borrower in writing of any event occurring after the Closing Date which will entitle Lender to compensation pursuant to this Section 1.6 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation and will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. If such Lender shall fail to notify Borrower of any such event within 90 days following the end of the month during which such event occurred, then Borrower’s liability for any amounts described in this Section incurred by such Lender as a result of such event shall be limited to those attributable to the period occurring subsequent to the 90th day prior to the date upon which such Lender actually notified Borrower of the occurrence of such eventPublishing Obligation. Notwithstanding the foregoing, nothing in no event this Section 3.10 shall Borrower limit in any way Publisher’s obligation to abide by any Additional Legal Requirement and implement any change related to the Publishing of Primary Directories that is required thereby. Publisher shall maintain, retain and produce upon request such records as Verizon may be required Legally Required to compensate maintain and any Lender records as shall be reasonably necessary to show that Publisher has complied with the Legal Requirements. (b) Publisher shall bear the full burden and enjoy the full benefit of any increase or decrease in its costs of fulfilling the Publishing Obligation, except that: (i) Verizon shall, on an annual basis following the end of each fiscal year, reimburse Publisher for any portion 100% of the income amount, if any, by which Publisher’s actual costs of fulfilling the Publishing Obligation during such fiscal year exceed the hypothetical costs Publisher would have incurred during such period in fulfilling the Publishing Obligation if there were excluded from such costs all non de minimus cost increases and cost decreases resulting from (x) Additional Legal Requirements imposed by a Governmental Entity as a direct result of Verizon’s agreement to accept telephone directory burdens or franchise taxes requirements in exchange for regulatory concessions relevant to other aspects of LenderVerizon’s business; (y) contractual obligations of Verizon to which Verizon was not obligated to agree that require Verizon to cause non-wireline listings of subscribers of Other Service Providers to be included in any Primary Directory; and (z) contractual (as opposed to governmental) Additional Legal Requirements that are not either (1) generally consistent with the obligations of ILECs under the pertinent contracts or (2) substantially similar to terms contained in other such agreements binding upon Verizon as of the Effective Date; provided that, whether or not attributable for purposes of clause (y), only those cost increases that are Incremental Listings Costs shall be excluded from Publisher’s actual costs of fulfilling the Publishing Obligation during the applicable fiscal year. (ii) Verizon shall, on an annual basis following the end of each fiscal year through the fiscal year ended December 31, 2014, reimburse Publisher for 50% of the amount, if any, by which Publisher’s actual costs of fulfilling the Publishing Obligation during such fiscal year, exceeds the sum of (x) $2,500,000 and (y) the hypothetical costs Publisher would have incurred during such period in fulfilling the Publishing Obligation if there were excluded from such costs all non de minimus cost increases and costs decreases directly resulting from Additional Legal Requirements (excluding any such cost increases and cost decreases taken into account in determining an amount owed by Verizon in respect of such fiscal year under subparagraph (i) above). Any amount which Verizon is obligated to payments made by Borrower. If a Lender requests compensation reimburse to Publisher under this Section 1.6subparagraph and/or subparagraph (i) above is herein referred to as a “Reimbursable Increase”. (iii) Publisher shall, Borrower mayon an annual basis following the end of each fiscal year through the fiscal year ended December 31, 2014, pay to Verizon 50% of the amount, if any, by which the sum of (x) Publisher’s actual costs of fulfilling the Publishing Obligation during such fiscal year, and (y) $2,500,000 is less than the hypothetical costs Publisher would have incurred during such period in fulfilling the Publishing Obligation if there were excluded from such costs all non de minimus cost increases and costs decreases directly resulting from Additional Legal Requirements (excluding any such cost increases and cost decreases taken into account in determining an amount owed by Verizon in respect of such fiscal year under subparagraph (i) above). Any amount which Publisher is obligated to pay to Verizon under this subparagraph is herein referred to as a “Cost Savings Amount”. (c) Within 60 days after the end of each fiscal year, Publisher shall provide Verizon with a written statement setting forth the amount of any Reimbursable Increase or Cost Savings Amount for the preceding fiscal year (a “Cost Change Statement”) and specifying and itemizing in reasonable detail (i) each Additional Legal Requirement, (ii) the manner in which Publisher responded to such Additional Legal Requirement and any related cost increases or savings of Publisher and (iii) a calculation of the Reimbursable Increase or Cost Savings Amount. (d) Publisher shall have a duty to mitigate its costs in responding to any Additional Legal Requirement potentially giving rise to a Reimbursable Increase. (e) Within 60 days of Verizon’s receipt of any Cost Change Statement, Verizon may either (i) pay the Reimbursable Increase or accept payment of the Cost Savings Amount, as the case may be, shown on such Cost Change Statement or (ii) provide Publisher with written notice to Lender, require stating that it disputes one or more elements of such Lender furnish to Borrower a statement Cost Change Statement and setting forth in reasonable detail the basis for requesting therefor (a “Cost Change Dispute Notice”). During such compensation 60 day period, Publisher shall provide Verizon and its representatives with any additional information it reasonably requests to assess such Cost Change Statement, including access to Publisher’s auditors and their work papers. (f) The Parties shall attempt in good faith to resolve any dispute set forth in a Cost Change Dispute Notice by referring the dispute to a senior executive officer of each of Verizon and Publisher. If the dispute is with respect to the amount of the Reimbursable Increase or Cost Savings Amount and such officers cannot resolve such dispute within 10 Business Days of the date of the submission of the dispute to them, then the Parties shall submit the dispute to a mutually-acceptable financial expert. If the Parties agree on such an expert, such expert’s calculation of the Reimbursable Increase or Cost Savings Amount, if any, shall be conclusive. If the Parties do not agree on such an expert within a five business day period following notice from either Party of termination of discussions between the officers (as described above), each Party shall select its own financial expert within a further five business day period, and such financial experts shall then together select a financial expert, which financial expert shall conclusively determine the Reimbursable Increase, if any. The expert selected pursuant the preceding sentence shall be independent of both Parties and their respective Affiliates and shall be qualified with respect to the LEC and directory publishing industries and valuation techniques. The Parties shall provide such information, including written submissions, as are reasonably requested by such expert. If the Parties agree on a single financial expert, the Parties shall equally share such expert’s fees and costs. If the Parties do not agree on a single expert, each Party shall pay the fees and costs of the expert it selects and the method for determining Parties shall equally share the fees and costs of the expert that the Parties’ experts select. If a dispute set forth in a Cost Change Dispute Notice is with respect to any matter relating to the provisions of this Section 3.10 other than the amount thereofof any Reimbursable Increase or Cost Savings Amount, such dispute shall be addressed in any manner in which any other dispute as to the interpretation or performance of this agreement is addressed.

Regulatory Change. If, as a result of any Regulatory Change, any reserve, special deposit or similar requirements relating to any extensions of credit or other assets of, or any deposits with, any Lender is imposed, modified or deemed applicable and the result is to increase the cost to such Lender of making LIBOR-based loans, or to reduce the amount receivable by Lender hereunder in respect of any portion of the Loan with respect to LIBOR-based loans by an a material amount deemed by such Lender to be material (such increases in cost and reductions in amounts receivable, “Increased Costs”), then Borrower agrees that it will pay to Lender upon Lender’s request such additional amount or amounts (based upon a reasonable allocation thereof by such Lender to the LIBOR-based loans made by such Lender) as will compensate such Lender for such Increased Costs to the extent that such Increased Costs are reasonably allocable to the Loan. Lender will notify Borrower in writing of any event occurring after the Closing Date which will entitle Lender to compensation pursuant to this Section 1.6 1.7 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation and will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. If such Lender shall fail to notify Borrower of any such event within 90 days following the end of the month during which such event occurred, then Borrower’s liability for any amounts described in this Section 1.7 incurred by such Lender as a result of such event shall be limited to those attributable to the period occurring subsequent to the 90th day prior to the date upon which such Lender actually notified Borrower of the occurrence of such event. Notwithstanding the foregoing, in no event shall Borrower be required to compensate any Lender (i) for any portion of the income or franchise taxes of Lender, whether or not attributable to payments made by BorrowerBorrower and (ii) unless the events giving rise to such compensation affect similarly situated banks or financial institutions generally and are not applicable to such lender solely or primarily by reason of such lender’s particular conduct or condition. If a Lender requests compensation under this Section 1.61.7, Borrower may, by notice to Lender, require that such Lender furnish to Borrower a statement setting forth in reasonable detail the basis for requesting such compensation and the method for determining the amount thereof. This Section 1.7 shall apply only with respect to any portion of the Loan that is not contained in a Securitization. This Section 1.7 shall not apply to a regulatory change with respect to any taxes (including, but not limited to, U.S. Taxes).

Regulatory Change. If(a) During the Regulatory Reimbursement Period, as each Party will provide the other Party with prompt written notice of the announcement by a result Governmental Entity of any Additional Legal Requirement that such Party believes is reasonably likely to result in a Material Regulatory ChangeChange (a "Regulatory Change Notice"). Notwithstanding the foregoing, any reserve, special deposit or similar requirements relating Publisher's failure to any extensions of credit or other assets of, or any deposits with, any Lender is imposed, modified or deemed applicable and the result is provide QC with a Regulatory Change Notice in a timely manner will not limit Publisher's right to increase the cost seek reimbursement from QC pursuant to such Lender of making LIBOR-based loans, or to reduce the amount receivable by Lender hereunder in respect of any portion of the Loan this Section 3.13 with respect to LIBOR-based loans by an amount deemed by such Lender to be material (such increases in cost Material Regulatory Change unless and reductions in amounts receivable, “Increased Costs”), then Borrower agrees that it will pay to Lender upon Lender’s request such additional amount or amounts (based upon a reasonable allocation thereof by such Lender to the LIBOR-based loans made by such Lender) as will compensate such Lender for such Increased Costs to the extent that such Increased Costs are failure prejudices QC. (b) Within sixty (60) days after each anniversary of the Effective Date during the Regulatory Reimbursement Period, Publisher may provide QC with a written statement seeking reimbursement with respect to one or more Material Regulatory Changes (a "Regulatory Change Reimbursement Statement"). Each Regulatory Change Reimbursement Statement will specify in reasonable detail (including itemization) (i) each Material Regulatory Change, (ii) the manner in which Publisher responded to such Material Regulatory Change, (iii) a calculation of the Regulatory Cost Increase, (iv) a calculation of the Net Regulatory Cost Increase, and (v) a calculation of the percentage increase of Publishers direct costs to fulfill the Publishing Obligation that such Net Regulatory Cost Increase represents. (c) Publisher will exercise reasonably allocable prudent business judgment with respect to the Loanmanner that it responds to any Material Regulatory Change and comply with such change as if Publisher was responsible for all compliance costs. Lender will notify Borrower in writing of any event occurring If after the Closing Date which will entitle Lender to compensation exercising such reasonable efforts there is Net Regulatory Cost Increase, as finally determined pursuant to this Section 1.6 as 3.13, QC will promptly as practicable after it obtains knowledge thereof and determines pay to request such compensation and will designate Publisher the QC Reimbursement Share. (d) Within sixty (60) days of QC's receipt of a different lending office if such designation will avoid Regulatory Change Reimbursement Statement, QC may either (i) pay the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Lender, be otherwise disadvantageous QC Reimbursement Share with respect to such Lender. If such Lender shall fail to notify Borrower of any such event within 90 days following the end Net Regulatory Cost Increase or (ii) provide Publisher with written notice stating its dispute with Publisher's assertion that a Material Regulatory Change exists and/or Publishers estimate of the month during which such event occurred, then Borrower’s liability for any amounts described in this Section incurred by such Lender as a result of such event shall be limited to those attributable to the period occurring subsequent to the 90th day prior to the date upon which such Lender actually notified Borrower of the occurrence of such event. Notwithstanding the foregoing, in no event shall Borrower be required to compensate any Lender for any portion of the income or franchise taxes of Lender, whether or not attributable to payments made by Borrower. If a Lender requests compensation under this Section 1.6, Borrower may, by notice to Lender, require that such Lender furnish to Borrower a statement Net Regulatory Cost Increase and setting forth in reasonable detail the basis therefore (a "Regulatory Change Dispute Notice"). During such sixty (60) day period, Publisher will provide QC with any additional information it reasonably requests to assess such Regulatory Change Reimbursement Statement, including access to Publisher's auditors and their work papers. (e) The Parties will attempt in good faith to resolve any such dispute set forth in a Regulatory Change Dispute Notice by referring the dispute to a senior executive officer of each of QC and Publisher for requesting ten (10) business days of the submission of the dispute to them. If such compensation officers cannot resolve such dispute within such period, then the Parties will submit the dispute to binding resolution as follows: (i) if the dispute is with respect to whether a Material Regulatory Change has occurred, the dispute will be submitted to arbitration pursuant to Section 9.7 below; and (ii) if the method for determining dispute is with respect to the amount thereofof the Net Regulatory Cost Increase, the dispute will be submitted to a mutually-acceptable qualified independent financial expert. If the Parties cannot agree on an expert within a five (5) business day period following notice from either Party of termination of discussions between the officers (as described above), each Party will select its own expert within a further five (5) business day period who will then together select a third qualified independent expert. The Parties will provide such information, including written submissions, as are reasonably requested by the expert(s) . The Net Regulatory Cost Increase that is the average of the valuations of the three experts will be binding on the Parties. If the Parties agree on a single expert, they will equally share such expert's fees and costs. If the Parties cannot agree on a single expert, each Party will pay the fees and costs of the expert it selects and equally share the fees and costs of the expert that the Parties' experts select. The experts selected pursuant to clause (ii) above will be independent of both Parties and their respective Affiliates and will be qualified with respect to the LEC industry and valuation techniques.

Regulatory Change. If, as a result of any Regulatory Change, any reserve, special deposit or similar requirements relating to any extensions of credit or other assets of, or any deposits with, any Lender is imposed, modified or deemed applicable and the result is to increase the cost to such Lender of making LIBOR-based loans, or to reduce the amount receivable by Lender hereunder in respect of any portion of the Loan with respect to LIBOR-based loans by an amount deemed by such Lender to be material (such increases in cost and reductions in amounts receivable, “Increased Costs”"INCREASED COSTS"), then Borrower agrees that it will pay to Lender upon Lender’s 's request such additional amount or amounts (based upon a reasonable allocation thereof by such Lender to the LIBOR-based loans made by such Lender) as will compensate such Lender for such Increased Costs to the extent that such Increased Costs are reasonably allocable to the Loan. Lender will notify Borrower in writing of any event occurring after the Closing Date which will entitle Lender to compensation pursuant to this Section SECTION 1.6 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation and will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. If such Lender shall fail to notify Borrower of any such event within 90 days following the end of the month during which such event occurred, then Borrower’s 's liability for any amounts described in this Section incurred by such Lender as a result of such event shall be limited to those attributable to the period occurring subsequent to the 90th day prior to the date upon which such Lender actually notified Borrower of the occurrence of such event. Notwithstanding the foregoing, in no event shall Borrower be required to compensate any Lender for any portion of the income or franchise taxes of Lender, whether or not attributable to payments made by Borrower. If a Lender requests compensation under this Section SECTION 1.6, Borrower may, by notice to such Lender, require that such Lender furnish to Borrower a statement setting forth in reasonable detail the basis for requesting such compensation and the method for determining the amount thereof.

Regulatory Change. IfIn the event that any change in any requirement of law or in the interpretation or application thereof, or compliance by Lender with any request or directive (whether or not having the force of law) hereafter issued from any central bank or other Governmental Authority, including, without limitation, any imposition of or increase in any reserve requirement with respect to a LIBOR-based loan: (i) shall hereafter have the effect of reducing the rate of return on Lender's capital as a consequence of its obligations hereunder to a level below that which Lender could have achieved but for such adoption, change or compliance (taking into consideration Lender's policies with respect to capital adequacy) by any amount deemed by Lender to be material; or (ii) shall hereafter impose on Lender any other condition and the result of any Regulatory Change, any reserve, special deposit or similar requirements relating to any extensions of credit or other assets of, or any deposits with, any Lender is imposed, modified or deemed applicable and the result foregoing is to increase the cost to such Lender of making LIBOR-based loansmaking, renewing or maintaining loans or extensions of credit or to reduce the any amount receivable by hereunder; then, in any such case, Borrowers shall promptly pay Lender, upon demand, any additional amounts necessary to compensate Lender hereunder in respect of any portion of the Loan with respect to LIBOR-based loans by an for such additional cost or reduced amount deemed by such receivable which Lender deems to be material (such increases in cost and reductions in amounts receivable, “Increased Costs”), then Borrower agrees that it will pay as determined by Lender. Lender shall take reasonable steps to Lender upon Lender’s request minimize or eliminate such additional costs. If Lender becomes entitled to claim any additional amounts pursuant to this Section, Lender shall provide Borrowers with not less than thirty (30) days written notice specifying in reasonable detail the event by reason of which it has become so entitled and the additional amount or amounts (based upon a reasonable allocation thereof by such Lender required to the LIBOR-based loans made by such Lender) as will fully compensate such Lender for such Increased Costs additional cost or reduced amount. A certificate as to any additional costs or amounts payable pursuant to the extent that such Increased Costs are reasonably allocable to the Loan. foregoing sentence, executed by an authorized signatory of Lender will notify Borrower in writing of any event occurring after the Closing Date which will entitle and submitted by Lender to compensation pursuant to this Section 1.6 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation and will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, any Borrower shall be conclusive in the reasonable judgment absence of such Lender, be otherwise disadvantageous to such Lendermanifest error. If such Lender shall fail to notify Borrower Borrowers of any such event within 90 180 days following the end of the month during which such event occurred, then each Borrower’s 's liability for any amounts described in this Section incurred by such Lender as a result of such event shall be limited to those attributable to the period occurring subsequent to the 90th 180th day prior to the date upon which such Lender actually notified Borrower Borrowers of the occurrence of such event. Notwithstanding the foregoing, in no event This Section shall Borrower be required to compensate any Lender for any portion survive payment of the income or franchise taxes Note and the satisfaction of Lender, whether or not attributable to payments made by Borrower. If a Lender requests compensation all other obligations of any Borrower under this Section 1.6, Borrower may, by notice to Lender, require that such Lender furnish to Borrower a statement setting forth in reasonable detail the basis for requesting such compensation Agreement and the method for determining the amount thereofLoan Documents.

Regulatory Change. If(a) During the Regulatory Reimbursement Period, as each Party will provide the other Party with prompt written notice of the announcement by a result Governmental Entity of any Additional Legal Requirement that such Party believes is reasonably likely to result in a Material Regulatory ChangeChange (a "Regulatory Change Notice"). Notwithstanding the foregoing, any reserve, special deposit or similar requirements relating Publisher's failure to any extensions of credit or other assets of, or any deposits with, any Lender is imposed, modified or deemed applicable and the result is provide QC with a Regulatory Change Notice in a timely manner will not limit Publisher's right to increase the cost seek reimbursement from QC pursuant to such Lender of making LIBOR-based loans, or to reduce the amount receivable by Lender hereunder in respect of any portion of the Loan this Section 3.13 with respect to LIBOR-based loans by an amount deemed by such Lender to be material (such increases in cost Material Regulatory Change unless and reductions in amounts receivable, “Increased Costs”), then Borrower agrees that it will pay to Lender upon Lender’s request such additional amount or amounts (based upon a reasonable allocation thereof by such Lender to the LIBOR-based loans made by such Lender) as will compensate such Lender for such Increased Costs to the extent that such Increased Costs are failure prejudices QC. (b) Within sixty (60) days after each anniversary of the Effective Date during the Regulatory Reimbursement Period, Publisher may provide QC with a written statement seeking reimbursement with respect to one or more Material Regulatory Changes (a "Regulatory Change Reimbursement Statement"). Each Regulatory Change Reimbursement Statement will specify in reasonable detail (including itemization) (i) each Material Regulatory Change, (ii) the manner in which Publisher responded to such Material Regulatory Change, (iii) a calculation of the Regulatory Cost Increase, (iv) a calculation of the Net Regulatory Cost Increase, and (v) a calculation of the percentage increase of Publishers direct costs to fulfill the Publishing Obligation that such Net Regulatory Cost Increase represents. (c) Publisher will exercise reasonably allocable prudent business judgment with respect to the Loanmanner that it responds to any Material Regulatory Change and comply with such change as if Publisher was responsible for all compliance costs. Lender will notify Borrower in writing of any event occurring If after the Closing Date which will entitle Lender to compensation exercising such reasonable efforts there is Net Regulatory Cost Increase, as finally determined pursuant to this Section 1.6 as 3.13, QC will promptly as practicable after it obtains knowledge thereof and determines pay to request such compensation and will designate Publisher the QC Reimbursement Share. (d) Within sixty (60) days of QC's receipt of a different lending office if such designation will avoid Regulatory Change Reimbursement Statement, QC may either (i) pay the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Lender, be otherwise disadvantageous QC Reimbursement Share with respect to such Lender. If such Lender shall fail to notify Borrower of any such event within 90 days following the end Net Regulatory Cost Increase or (ii) provide Publisher with written notice stating its dispute with Publisher's assertion that a Material Regulatory Change exists and/or Publishers estimate of the month during which such event occurred, then Borrower’s liability for any amounts described in this Section incurred by such Lender as a result of such event shall be limited to those attributable to the period occurring subsequent to the 90th day prior to the date upon which such Lender actually notified Borrower of the occurrence of such event. Notwithstanding the foregoing, in no event shall Borrower be required to compensate any Lender for any portion of the income or franchise taxes of Lender, whether or not attributable to payments made by Borrower. If a Lender requests compensation under this Section 1.6, Borrower may, by notice to Lender, require that such Lender furnish to Borrower a statement Net Regulatory Cost Increase and setting forth in reasonable detail the basis therefore (a "Regulatory Change Dispute Notice"). During such sixty (60) day period, Publisher will provide QC with any additional information it reasonably requests to assess such Regulatory Change Reimbursement Statement, including access to Publisher's auditors and their work papers. (e) The Parties will attempt in good faith to resolve any such dispute set forth in a Regulatory Change Dispute Notice by referring the dispute to a senior executive officer of each of QC and Publisher for requesting ten (10) business days of the submission of the dispute to them. If such compensation officers cannot resolve such dispute within such period, then the Parties will submit the dispute to binding resolution as follows: (i) if the dispute is with respect to whether a Material Regulatory Change has occurred, the dispute will be submitted to arbitration pursuant to Section 9.7 below; and (ii) if the method for determining dispute is with respect to the amount thereofof the Net Regulatory Cost Increase, the dispute will be submitted to a mutually-acceptable qualified independent financial expert. If the Parties cannot agree on an expert within a five (5) business day period following notice from either Party of termination of discussions between the officers (as described above), each Party will select its own expert within a further five (5) business day period who will then together select a third qualified independent expert. The Parties will provide such information, including written submissions, as are reasonably requested by the expert(s). The Net Regulatory Cost Increase that is the average of the valuations of the three experts will be binding on the Parties. If the Parties agree on a single expert, they will equally share such expert's fees and costs. If the Parties cannot agree on a single expert, each Party will pay the fees and costs of the expert it selects and equally share the fees and costs of the expert that the Parties' experts select. The experts selected pursuant to clause (ii) above will be independent of both Parties and their respective Affiliates and will be qualified with respect to the LEC industry and valuation techniques.