Common use of Regulatory Changes Clause in Contracts

Regulatory Changes. If any Lender shall determine that (a) any change in any Legal Requirement (including any new Legal Requirement) after the date hereof shall directly or indirectly (i) reduce the amount of any sum received or receivable by such Lender with respect to the Revolving Loan or the Letters of Credit or the return to be earned by such Lender on the Revolving Loan or the Letters of Credit, (ii) impose a cost on such Lender or any Affiliate of such Lender that is attributable to the making or maintaining of, or such Lender's commitment to make, its portion of the Revolving Loan or the Letters of Credit, or (iii) require such Lender or any Affiliate of such Lender to make any payment on, or calculated by reference to, the gross amount of any amount received by such Lender under any Credit Document, and (b) such reduction, increased cost or payment shall not be fully compensated for by an adjustment in the Applicable Rate or the Letter of Credit fees, then, the Lender shall, promptly after it has made such determination, give notice thereof to the Company. Promptly after the receipt by the Company of any such notice, the Company and the Lender shall attempt to negotiate in good faith an adjustment to the amount payable by the Borrowers to the Lender under this Section 3.8, which amount, together with any adjustment in the Applicable Rate, shall be sufficient to fully compensate the Lender for such reduction, increased cost or payment taking into account any compensation for such reduction, increased cost or payment received by the Lender pursuant to the provisions of Section 3.5, 3.6 or 3.7 hereof. If the Company and the Lender are unable to agree to such adjustment within thirty days of the date upon which the Company receives such notice, then the Borrowers will, on demand by the Lender, pay to the Lender such additional amount, together with any adjustment in the Applicable Rate, as shall be sufficient to fully compensate the Lender for such reduction, increased cost or payment, together with interest on such amount from the 30th day after receipt of such certificate until payment in full thereof at the Overdue Reimbursement Rate. The determination by such Lender of the amount to be paid to it and the basis for computation thereof hereunder shall, in the absence of manifest error, be conclusive. In determining such amount, such Lender may use any reasonable averaging and attribution methods.

Regulatory Changes. If any Lender shall determine that (a) any change in any Legal Requirement (including any new Legal Requirement) after the date hereof shall directly or indirectly (i) reduce the amount of any sum received or receivable by such Lender with respect to the Revolving Loan or the Letters of Credit or the return to be earned by such Lender on the Revolving Loan or the Letters of Credit, (ii) impose a cost on such Lender or any Affiliate of such Lender that is attributable to the making or maintaining of, or such Lender's commitment to make, its portion of the Revolving Loan or the Letters of Credit, or (iii) require such Lender or any Affiliate of such Lender to make any payment on, or calculated by reference to, the gross amount of any amount received by such Lender under any Credit DocumentDocument (other than Taxes or income taxes), and (b) such reduction, increased cost or payment shall not be fully compensated for by an adjustment in the Applicable Rate or the Letter of Credit fees, then, the Lender shall, promptly after it has made such determination, give notice thereof to the Company. Promptly within 15 days after the receipt by the Company of any a certificate from such noticeLender setting forth why it is claiming compensation under this Section 3.10 and computations (in reasonable detail) of the amount thereof, the Company and the shall pay to such Lender shall attempt to negotiate in good faith an adjustment to the amount payable by the Borrowers to the such additional amounts as such Lender under this Section 3.8, which amountdetermines will, together with any adjustment in the Applicable Rate, shall be sufficient to fully compensate the Lender for such reduction, increased cost or payment taking into account any compensation for such reduction, increased cost or payment received by the Lender pursuant to the provisions of Section 3.5, 3.6 or 3.7 hereof. If the Company and the Lender are unable to agree to such adjustment within thirty days of the date upon which the Company receives such notice, then the Borrowers will, on demand by the Lender, pay to the Lender such additional amount, together with any adjustment in the Applicable Rate, as shall be sufficient to fully compensate the Lender for such reduction, increased cost or payment, together with interest on such amount from the 30th 15th day after receipt of such certificate until payment in full thereof at the Overdue Reimbursement Rate. The good faith determination by such Lender of the amount to be paid to it and the basis for computation thereof hereunder shall, in the absence of manifest error, be conclusive. In determining such amount, such Lender may use any reasonable averaging and attribution methods. The Company shall be entitled to replace any such Lender in accordance with Section 12.3.

Regulatory Changes. If any Lender shall determine that (a) any change in any Legal Requirement (including any new Legal Requirement) after the date hereof shall directly or indirectly (i) reduce the amount of any sum received or receivable by such Lender with respect to the Revolving Loan or the Letters of Credit or the return to be earned by such Lender on the Revolving Loan or the Letters of Credit, (ii) impose a cost on such Lender or any Affiliate of such Lender that is attributable to the making or maintaining of, or such Lender's commitment to make, its portion of the Revolving Loan or the Letters of Credit, or (iii) require such Lender or any Affiliate of such Lender to make any payment on, or calculated by reference to, the gross amount of any amount received by such Lender under any Credit Document, and (b) such reduction, increased cost or payment shall not be fully compensated for by an adjustment in the Applicable Rate or the Letter of Credit fees, then, the Lender shall, promptly after it has made such determination, give notice thereof to the Company. Promptly after the receipt by the Company of any such notice, the Company and the Lender shall attempt to negotiate in good faith an adjustment to the amount payable by the Borrowers to the Lender under this Section 3.8, which amount, together with any adjustment in the Applicable Rate, shall be sufficient to fully compensate the Lender for such reduction, increased cost or payment taking into account any compensation for such reduction, increased cost or payment received by the Lender pursuant to the provisions of Section 3.5, 3.6 or 3.7 hereof. If the Company and the Lender are unable to agree to such adjustment within thirty days of the date upon which the Company receives such notice, then the Borrowers will, on demand by the Lender, pay to the Lender such additional amount, together with any adjustment in the Applicable Rate, as shall be sufficient to fully compensate the Lender for such reduction, increased cost or payment, together with interest on such amount from the 30th day after receipt of such certificate until payment in full thereof at the Overdue Reimbursement Rate. The determination by such Lender of the amount to be paid to it and the basis for computation thereof hereunder shall, in the absence of manifest error, be conclusive. In determining such amount, such Lender may use any reasonable averaging and attribution methods. The Borrowers shall be entitled to replace any such Lender in accordance with Section 13.3.

Regulatory Changes. If If, in the determination of any Lender shall determine that of the Lenders: (ai) any change in any Legal Requirement (including any new Legal Requirement) after the date hereof Regulatory Change shall directly or indirectly indirectly: (iA) reduce the amount of any sum received or or, receivable by such Lender with respect to the Revolving Loan or the Letters of Credit or the return to be earned by such Lender on the Revolving Loan or the Letters of Credit, Facility; (iiB) impose a cost on such Lender or any Affiliate of such Lender that is attributable to the making available or maintaining of, or such Lender's ’s commitment to makemake available, its portion of the Revolving Loan or the Letters of Credit, or Credit Facility; (iiiC) require such Lender or any Affiliate of such Lender to make any payment on, or calculated by reference to, the gross amount of any amount received by such Lender under any Loan Document; or (D) reduce, or have the effect of reducing, the rate of return on any capital of such Lender or any Affiliate of such Lender that such Lender or such Affiliate is required to maintain on account of the Revolving Credit DocumentFacility, and or such Lender’s Commitment; and (bii) such reduction, increased cost or payment shall not be fully compensated for by an adjustment in the Applicable Rate or applicable rates of interest payable under the Letter of Credit fees, then, the Lender shall, promptly after it has made such determination, give notice thereof to the Company. Promptly after the receipt by the Company of any such notice, the Company and the Lender shall attempt to negotiate in good faith an adjustment to the amount payable by Loan Documents; then the Borrowers shall pay to the such Lender under this Section 3.8, which amountsuch additional amounts as such Lender reasonably determines will, together with any adjustment in the Applicable Rateapplicable rates of interest payable hereunder, shall be sufficient to fully compensate the Lender for such reduction, increased cost or payment taking into account any compensation for such reduction, increased cost or payment received by the Lender pursuant to the provisions of Section 3.5, 3.6 or 3.7 hereof. If the Company and the Lender are unable to agree to such adjustment within thirty days of the date upon which the Company receives such notice, then the Borrowers will, on demand by the Lender, pay to the Lender such additional amount, together with any adjustment in the Applicable Rate, as shall be sufficient to fully compensate the Lender it for such reduction, increased cost or payment. Such additional, together with interest on such amount from amounts shall be payable, in the 30th day case of those applicable to prior periods, within 15 Business Days after receipt of such certificate until payment in full thereof at the Overdue Reimbursement Rate. The determination request by such Lender for such payment and, in the case of those applicable to future periods, on the amount date specified, or determined in accordance with a method specified, by such Lender. Such Lender will promptly notify the Agent and the Borrowers of any determination made by it referred to in clauses (i) and (ii) above and provide to Agent and Borrowers a reasonably detailed calculation of all amounts required to be paid by the Borrowers, but the failure to it and the basis for computation thereof hereunder shall, in the absence of manifest error, be conclusive. In determining give such amount, notice shall not affect such Lender may use any reasonable averaging and attribution methodsLender’s right to such compensation.

Regulatory Changes. If any Lender shall determine that (a) any change in any Legal Requirement (including any new Legal Requirement) If, after the date hereof shall directly or indirectly of this Agreement, any Regulatory Change (i) shall subject any Lender to any tax, duty or other charge with respect to its obligation to make or maintain any Loan or its Commitment, or shall change the basis of taxation of payments to such Lender of the principal of or interest on the Loans or in respect of any other amounts due under this Agreement in respect of its obligation to make any Loan or maintain its Commitment (except for changes in the rate of tax on the overall net income of such Lender); or (ii) shall impose, modify or deem applicable any reserve, assessment, special deposit, capital adequacy, capital maintenance or similar requirement against assets of, deposits with or for the account of, or credit extended by, such Lender or shall impose on such Lender any other condition affecting (x) the obligation of the Lender to make or maintain the Loans or its Commitment, or (y) the Revolving Notes or the Swing Line Note; and the result of any of the foregoing is to increase the cost to such Lender of making or maintaining any Loan or maintaining its Commitment or to reduce the amount of any sum received or receivable by such Lender with respect under, or the rate of return attributable to, this Agreement or under the Revolving Notes or the Swing Line Note, such Lender shall, within 30 days after the effective date of such Regulatory Change, provide written notice to the Revolving Loan Borrower of such Regulatory Change (it being agreed by the parties hereto that if such notice is given after 30 days' of the effective date of such Regulatory Change, the Borrower shall be liable to the Lenders for the additional amounts payable pursuant to this Section 3.2 only to the extent such additional amounts accrue from and after the date of the giving of such notice), together with a certificate describing in reasonable detail such increase or reduction, as the Letters case may be, then, within 30 days after delivery of Credit or the return to be earned such notice by such Lender to the Borrower if such Regulatory Change shall impose costs in excess of those costs, or reduce the amount of any such sum or rate of return below the amount or rate, applicable on the Revolving Loan or date of this Agreement, the Letters of CreditBorrower, (ii) impose a cost on shall pay to such Lender or any Affiliate for the account of such Lender that is attributable to the making such additional amount or maintaining of, or such Lender's commitment to make, its portion of the Revolving Loan or the Letters of Credit, or (iii) require amounts as will compensate such Lender for such increase or any Affiliate reduction. A certificate of such Lender to make any payment on, or calculated by reference to, setting forth the gross basis for the amount of any amount received by such Lender under any Credit Document, and (b) such said increase or reduction, increased cost or payment shall not be fully compensated for by an adjustment in as the Applicable Rate or the Letter of Credit fees, then, the Lender shall, promptly after it has made such determination, give notice thereof to the Company. Promptly after the receipt by the Company of any such notice, the Company and the Lender shall attempt to negotiate in good faith an adjustment to the amount payable by the Borrowers to the Lender under this Section 3.8, which amount, together with any adjustment in the Applicable Ratecase may be, shall be sufficient to fully compensate the Lender for such reduction, increased cost or payment taking into account any compensation for such reduction, increased cost or payment received by the Lender pursuant to the provisions of Section 3.5, 3.6 or 3.7 hereof. If the Company and the Lender are unable to agree to such adjustment within thirty days of the date upon which the Company receives such notice, then the Borrowers will, on demand by the Lender, pay to the Lender such additional amount, together with any adjustment in the Applicable Rate, as shall be sufficient to fully compensate the Lender for such reduction, increased cost or payment, together with interest on such amount from the 30th day after receipt of such certificate until payment in full thereof at the Overdue Reimbursement Rate. The determination by such Lender of the amount to be paid to it and the basis for computation thereof hereunder shall, conclusive in the absence of manifest error, be conclusive. In determining such amount, such Lender may use any reasonable averaging and attribution methods.

Regulatory Changes. If any Lender shall determine that (a) any It is recognized that changes in Seller’s actual cost of producing, and delivering and selling coal hereunder may occur after ****** as a result of statutory or regulatory changes made by federal, state, or county governmental bodies. These changes that affect the cost of producing, delivering and selling coal hereunder, may not be reflected in or accommodated by the indexes specified in Section 7.3 above. Provided that such a statutory or regulatory change made by a federal, state, or county governmental body (1) becomes effective on or after ******, (2) results in a change in Seller’s actual cost of producing, delivering and selling coal to be supplied under this Agreement, and (3) is not reflected in or accommodated by the indexes specified in Section 7.3 above, (such a change meeting these requirements is hereinafter referred to as “Regulatory Change”), the Price determined under Article 7 shall be adjusted as follows to include such change in actual cost which shall continue until such time as such change in actual cost is reflected in or accommodated by the indexes specified in Section 7.3 above. Such adjustments to the Price shall not be subject to quarterly adjustment as provided for in Sections 7.2, 7.3, and 7.4. For any Legal Requirement adjustment made under the provisions of this Section 7.5, the Price also shall be adjusted to offset Seller’s change in costs for royalty, severance tax and any other surcharge, if any, measured on a percentage of Price basis. Nothing in this Section 7.5 shall be deemed to include a pass through of any income tax or other general business tax assessed or measured on the profits of Seller. The parties acknowledge and agree the Price shall be adjusted to include the effect of the West Virginia Worker’s Compensation Debt Reduction Act of 2005 (including West Virginia Senate Xxxx No. 1004). (b) In the event a Regulatory Change(s) results in changes in Seller’s actual cost of producing, and delivering and selling coal hereunder and is assessed and/or measured on a per ton or percentage of Price basis, the Price per ton of coal shall be increased or decreased as necessary to reflect such change in Seller’s cost. The adjustment to the Price shall be made on the effective date of the change in Seller’s cost, provided, however, such effective date shall not precede the effective date of the Regulatory Change(s). The imposition of any new Legal RequirementRegulatory Change(s) after under this Section 7.5 must be published in an official publication of the date hereof federal, state, or county government. The entire amount of the change in Seller’s cost for supplying coal under this Agreement shall directly be added to or indirectly subtracted from, as applicable, the Price determined in accordance with Section 7.2. (ic) reduce For Regulatory Changes that are not assessed and/or measured on a per ton or percentage of Price basis as set forth in Section 7.5(b) above, Seller shall provide Buyer with documentation of the resultant increase or decrease in Seller’s actual cost of producing, and delivering and selling coal hereunder. Buyer or Buyer’s auditor shall have the right to examine Seller’s records pertinent to such cost change(s). The parties shall have three (3) months from Buyer’s receipt of Seller’s notification of such cost change(s) to agree whether a charge or credit should be imposed on each ton of delivered coal, and if so, the amount of the charge or credit. Any charge or credit pursuant to this Section (c) shall be applied to the Price determined in accordance with Section 7.2 on a fixed basis, or an adjusted basis as determined by the quarterly Price changes, as the parties may agree. If an agreement on the amount of any sum received charge or receivable credit pursuant to this Section (c) cannot be reached within the three (3) month period, then the matter will be resolved by such Lender arbitration pursuant to Section 12.9. (d) In the event Seller supplies Buyer with respect to coal produced in different states and one or more of said states effects a Regulatory Change(s) that would result in the Revolving Loan application of a charge or the Letters of Credit or the return to be earned by such Lender on the Revolving Loan or the Letters of Creditcredit under Sections (a), (ii) impose a cost on such Lender or any Affiliate of such Lender that is attributable to the making or maintaining of, or such Lender's commitment to make, its portion of the Revolving Loan or the Letters of Credit, or (iii) require such Lender or any Affiliate of such Lender to make any payment on, or calculated by reference to, the gross amount of any amount received by such Lender under any Credit Document, and (b) or (c) above, as appropriate, such reduction, increased cost charge or payment credit shall not be fully compensated for by an adjustment applied to the Price determined in accordance with Section 7.2 in the Applicable Rate or the Letter of Credit fees, then, the Lender shall, promptly after it has made such determination, give notice thereof proportion that coal supplied from that state(s) bears to the Company. Promptly after the receipt by the Company total amount of any such notice, the Company and the Lender shall attempt to negotiate in good faith an adjustment to the amount payable by the Borrowers to the Lender under this Section 3.8, which amount, together with any adjustment in the Applicable Rate, shall be sufficient to fully compensate the Lender for such reduction, increased cost or payment taking into account any compensation for such reduction, increased cost or payment received by the Lender pursuant to the provisions of Section 3.5, 3.6 or 3.7 hereof. If the Company and the Lender are unable to agree to such adjustment within thirty days of the date upon which the Company receives such notice, then the Borrowers will, on demand by the Lender, pay to the Lender such additional amount, together with any adjustment in the Applicable Rate, as shall be sufficient to fully compensate the Lender for such reduction, increased cost or payment, together with interest on such amount from the 30th day after receipt of such certificate until payment in full thereof at the Overdue Reimbursement Rate. The determination by such Lender of the amount to be paid to it and the basis for computation thereof hereunder shall, in the absence of manifest error, be conclusive. In determining such amount, such Lender may use any reasonable averaging and attribution methodscoal supplied hereunder.

Regulatory Changes. If any Lender shall determine that (a) If, due to either (i) the adoption of, or any change in, any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any Legal Requirement Governmental Authority charged with the interpretation or administration thereof (including a “Regulatory Change”), or (ii) compliance by any new Legal RequirementLender other than CSCC with any request, guideline or directive (whether or not having the force of law) after the date hereof shall directly or indirectly (i) reduce the amount of any sum such Governmental Authority, there shall be any increase in the cost to any Lender other than CSCC of agreeing to make or making, or funding or maintaining, any Loan, or any reduction of any amount received or receivable by such Lender under this Agreement or any Note with respect to the Revolving Loan or the Letters of Credit or the return to be earned thereto, in an amount deemed by such Lender to be material to it, then from time to time, within 15 days after demand by such Lender (through Agent), Borrower shall pay to such Lender such additional amounts as shall compensate such Lender for such increased cost or reduction. (b) If any Lender other than CSCC shall have determined that any Regulatory Change regarding capital adequacy, or compliance by such Lender (or any Person controlling such Lender) with any request, guideline or directive regarding capital adequacy (whether or not having the force of law) of any Governmental Authority, has or shall have the effect of reducing the rate of return on the Revolving Loan such Lender’s or the Letters such Person’s capital as a consequence of Credit, (ii) impose such Lender’s obligations hereunder to a cost on level below that which such Lender or such corporation would have achieved but for such (c) Any such request for compensation by any Affiliate of such Lender that is attributable to the making or maintaining of, or such Lender's commitment to make, its portion of the Revolving Loan or the Letters of Credit, or (iii) require such Lender or any Affiliate of such Lender to make any payment on, or calculated by reference to, the gross amount of any amount received by such Lender under any Credit Document, and (b) such reduction, increased cost or payment shall not be fully compensated for by an adjustment in the Applicable Rate or the Letter of Credit fees, then, the Lender shall, promptly after it has made such determination, give notice thereof to the Company. Promptly after the receipt by the Company of any such notice, the Company and the Lender shall attempt to negotiate in good faith an adjustment to the amount payable by the Borrowers to the Lender under this Section 3.8, which amount, together with any adjustment in the Applicable Rate, 2.11 shall be sufficient to fully compensate the Lender for such reduction, increased cost or payment taking into account any compensation for such reduction, increased cost or payment received by the Lender pursuant to the provisions of Section 3.5, 3.6 or 3.7 hereof. If the Company and the Lender are unable to agree to such adjustment within thirty days of the date upon which the Company receives such notice, then the Borrowers will, on demand by the Lender, pay to the Lender such additional amount, together with any adjustment in the Applicable Rate, as shall be sufficient to fully compensate the Lender for such reduction, increased cost or payment, together with interest on such amount from the 30th day after receipt of such certificate until payment in full thereof at the Overdue Reimbursement Rate. The determination by such Lender of the amount to be paid to it and set forth the basis for computation of calculation thereof hereunder and shall, in the absence of manifest error, be conclusiveconclusive and binding for all purposes. In determining the amount of such amountcompensation, such Lender may use any reasonable averaging and attribution methods. (d) Upon the receipt by Borrower from any Lender (an “Affected Lender”) of a claim for compensation under Section 2.11 or a claim of illegality under Section 2.14, Borrower may: (i) request one or more of the other Lenders to acquire and assume all or part of such Affected Lender’s Loans and Commitment; or (ii) designate a replacement lending institution (which shall be an Eligible Assignee) to acquire and assume all or a ratable part of such Affected Lender’s Loans and Commitment (a “Replacement Lender”). Any such designation of a Replacement Lender under clause (i) or (ii) shall be effected in accordance with, and subject to the terms and conditions of, the assignment provisions contained in Section 8.7, and shall in any event be subject to the prior written consent of Agent (which consent shall not be unreasonably withheld).

Regulatory Changes. If in the determination of any Lender shall determine that Bank or Issuing Bank (a) any change in any Legal Requirement (including any new Legal Requirement) Regulatory Change Enacted after the date hereof shall Agreement Dateshall directly or indirectly (i) reduce the amount of any sum received or receivable by such Lender Bank with respect to the Revolving any Loan or the Letters of Credit Unreimbursed Drawing or the return to be earned by such Lender Bank on the Revolving any Loan or the Letters of CreditUnreimbursed Drawing, (ii) impose a cost on such Lender Bank or any Affiliate of such Lender Bank that is attributable to (A) the making making, funding or maintaining of, or such LenderBank's commitment to make, its portion of the Revolving any Loan or Unreimbursed Drawing, or (B) participating in the Letters issuance, maintenance or funding of any Letter of Credit, or (iii) increase the cost to such Issuing Bank of issuing or maintaining any Letter of Credit, (iv) require such Lender Bank or any Affiliate of such Lender Bank to make any payment on, on or calculated by reference to, to the gross amount of any amount received by such Lender Bank under any Loan Document, (v) reduce, or have the effect of reducing, the rate of return on any capital of such Bank or any Affiliate of such Bank that such Bank or such Affiliate is required to maintain on account of any Loan or Unreimbursed Drawing or such Bank's commitment to make any Loan or to participate in the issuance, maintenance or funding of any Letter of Credit, or (vi) reduce, or have the effect of reducing, the rate of return on any capital of such Issuing Bank or any Affiliate of such Issuing Bank that such Issuing Bank or such Affiliate is required to maintain on account of any Letter of Credit Documentor such Issuing Bank's commitment to issue any Letter of Credit, and (b) such reduction, increased cost or payment shall not be fully compensated for by an adjustment in the Applicable Rate applicable rates of interest payable under the Loan Documents, then the Borrower shall pay to such Bank or Issuing Bank (as the Letter of Credit feescase may be) such additional amounts as such Bank or Issuing Bank (as the case may be) determines will, then, the Lender shall, promptly after it has made such determination, give notice thereof to the Company. Promptly after the receipt by the Company of any such notice, the Company and the Lender shall attempt to negotiate in good faith an adjustment to the amount payable by the Borrowers to the Lender under this Section 3.8, which amount, together with togetherwith any adjustment in the Applicable Rateapplicable rates of interest payable hereunder, shall be sufficient to fully compensate the Lender for such reduction, increased cost or payment taking into account any compensation for such reduction, increased cost or payment received by the Lender pursuant to the provisions of Section 3.5, 3.6 or 3.7 hereof. If the Company and the Lender are unable to agree to such adjustment within thirty days of the date upon which the Company receives such notice, then the Borrowers will, on demand by the Lender, pay to the Lender such additional amount, together with any adjustment in the Applicable Rate, as shall be sufficient to fully compensate the Lender for such reduction, increased cost or payment, together with interest on such amount from the 30th day after receipt of such certificate until payment in full thereof at the Overdue Reimbursement Rate. The determination by such Lender of the amount to Such additional amounts shall be paid to it due and the basis for computation thereof hereunder shallpayable, in the absence case of manifest errorthose applicable to prior periods, be conclusivewithin 15 days after request by such Bank or Issuing Bank (as the case may be) for such payment and, in the case of those applicable to future periods, on the dates specified, or determined in accordance with a method specified, by such Bank or Issuing Bank (as the case may be); provided, however, that if, pursuant to the Depositary Agreement, the Borrower is not permitted to pay any such additional amounts to such Issuing Bank on any such due date, the Borrower shall pay such additional amounts to such Issuing Bank on the first date thereafter (but in no event later than the next-scheduled Rent Payment Date) that the Borrower is permitted to pay such additional amounts, provided, that, in such case, all such additional amounts shall bear interest at the Base Rate plus 1.375% per annum from such due date until paid in full, payable to such Issuing Bank on the date that such additional amounts are paid. In determining Each Bank and Issuing Bank will promptly notify the Borrower of any determination made by it referred to in clauses (a) and (b) above, but the failure to give such amount, notice shall not affect such Lender Bank's or Issuing Bank's (as the case may use any reasonable averaging and attribution methodsbe) right to compensation.

Regulatory Changes. If If, after the date of this ------------------ Agreement, any Lender shall determine that Regulatory Change: (a) shall subject any Lender to any tax, duty or other charge with respect to its obligation to make or maintain any Loan or its Commitment, or shall change the basis of taxation of payments to such Lender of the principal of or interest on the Loans or in respect of any Legal Requirement other amounts due under this Agreement in respect of its obligation to make any Loan or maintain its Commitment (including except for changes in the rate of tax on the overall net income of such Lender); or (b) shall impose, modify or deem applicable any new Legal Requirement) after reserve, assessment, special deposit, capital adequacy, capital maintenance or similar requirement against assets of, deposits with or for the date hereof account of, or credit extended by, such Lender or shall directly or indirectly impose on such Lender any other condition affecting (i) the obligation of the Lender to make or maintain the Loans or its Commitment, or (ii) the Revolving Notes or the Swing Line Note; and the result of any of the foregoing is to increase the cost to such Lender of making or maintaining any Loan or maintaining its Commitment or to reduce the amount of any sum received or receivable by such Lender with respect under, or the rate of return attributable to, this Agreement or under the Revolving Notes or the Swing Line Note, such Lender shall, within 30 days after the effective date of such Regulatory Change, provide written notice to the Revolving Loan Borrowers of such Regulatory Change (it being agreed by the parties hereto that if such notice is given after 30 days' of the effective date of such Regulatory Change, the Borrowers shall be liable to the Lenders for the additional amounts payable pursuant to this Section 3.2 only to the extent such additional amounts accrue from and after the date of the giving of such notice), together with a certificate describing in reasonable detail such increase or reduction, as the Letters case may be, then, within 30 days after delivery of Credit or the return to be earned such notice by such Lender to the Borrowers if such Regulatory Change shall impose costs in excess of those costs, or reduce the amount of any such sum or rate of return below the amount or rate, applicable on the Revolving Loan or date of this Agreement, the Letters of CreditBorrowers, (ii) impose a cost on such Lender or any Affiliate shall pay to the Agent for the account of such Lender that is attributable to for the making or maintaining of, or such Lender's commitment to make, its portion of the Revolving Loan or the Letters of Credit, or (iii) require such Lender or any Affiliate account of such Lender to make any payment on, such additional amount or calculated by reference to, amounts as will compensate such Lender for such increase or reduction. A certificate of such Lender setting forth the gross basis for the amount of any amount received by such Lender under any Credit Document, and (b) such said increase or reduction, increased cost or payment shall not be fully compensated for by an adjustment in as the Applicable Rate or the Letter of Credit fees, then, the Lender shall, promptly after it has made such determination, give notice thereof to the Company. Promptly after the receipt by the Company of any such notice, the Company and the Lender shall attempt to negotiate in good faith an adjustment to the amount payable by the Borrowers to the Lender under this Section 3.8, which amount, together with any adjustment in the Applicable Ratecase may be, shall be sufficient to fully compensate the Lender for such reduction, increased cost or payment taking into account any compensation for such reduction, increased cost or payment received by the Lender pursuant to the provisions of Section 3.5, 3.6 or 3.7 hereof. If the Company and the Lender are unable to agree to such adjustment within thirty days of the date upon which the Company receives such notice, then the Borrowers will, on demand by the Lender, pay to the Lender such additional amount, together with any adjustment in the Applicable Rate, as shall be sufficient to fully compensate the Lender for such reduction, increased cost or payment, together with interest on such amount from the 30th day after receipt of such certificate until payment in full thereof at the Overdue Reimbursement Rate. The determination by such Lender of the amount to be paid to it and the basis for computation thereof hereunder shall, conclusive in the absence of manifest error, be conclusive. In determining such amount, such Lender may use any reasonable averaging and attribution methods.

Regulatory Changes. If in the reasonable determination of any Lender shall determine that Bank, any Issuing Bank or the Administrative Agent (each, an “Affected Bank”) (a) any change in any Legal Requirement (including any new Legal Requirement) Regulatory Change Enacted after the date hereof Agreement Date shall directly or indirectly (i) reduce the amount of any sum received or receivable by such Lender Affected Bank with respect to the Revolving any Loan or the Letters of Credit or the return to be earned by such Lender Affected Bank on the Revolving Loan or the Letters of Creditany Credit Advance, (ii) impose a cost on such Lender Affected Bank or any Affiliate of such Lender Affected Bank that is attributable to the making making, funding or maintaining of, or such Lender's Affected Bank’s commitment to makeeffect, its portion of the Revolving Loan or the Letters of Creditany Credit Advance, or (iii) require such Lender Affected Bank or any Affiliate of such Lender Affected Bank to make any payment on, on or calculated by reference to, to the gross amount of any amount received by such Lender Affected Bank under any Loan Document or (iv) reduce, or have the effect of reducing, the rate of return on any capital of such Affected Bank or any Affiliate of such Affected Bank that such Affected Bank or such Affiliate is required to maintain on account of any Credit Document, Advance or such Affected Bank’s commitment to effect any Credit Advance and (b) such reduction, increased cost or payment shall not be fully compensated for by an adjustment in the Applicable Rate or applicable rates of interest payable under the Letter of Credit feesLoan Documents, then, then the Lender shall, promptly after it has made Account Parties shall pay to such determination, give notice thereof to the Company. Promptly after the receipt by the Company of any Affected Bank such notice, the Company and the Lender shall attempt to negotiate in good faith an adjustment to the amount payable by the Borrowers to the Lender under this Section 3.8, which amountadditional amounts as such Affected Bank reasonably determines will, together with any adjustment in the Applicable Rateapplicable rates of interest payable hereunder, shall be sufficient to fully compensate the Lender for such reduction, increased cost or payment taking into account any compensation for such reduction, increased cost or payment received by the Lender pursuant to the provisions of Section 3.5, 3.6 or 3.7 hereof. If the Company and the Lender are unable to agree to such adjustment within thirty days of the date upon which the Company receives such notice, then the Borrowers will, on demand by the Lender, pay to the Lender such additional amount, together with any adjustment in the Applicable Rate, as shall be sufficient to fully compensate the Lender for such reduction, increased cost or payment, together with interest on such amount from the 30th day after receipt of such certificate until payment in full thereof at the Overdue Reimbursement Rate. The determination by such Lender of the amount to Such additional amounts shall be paid to it and the basis for computation thereof hereunder shallpayable, in the absence case of manifest errorthose applicable to prior periods, be conclusivewithin 15 days after request by such Affected Bank for such payment and, in the case of those applicable to future periods, on the dates specified, or determined in accordance with a method specified, by such Affected Bank. In determining Each Affected Bank will promptly notify RGA of any determination made by it referred to in clauses (a) and (b) above, but the failure to give such amount, notice shall not affect such Lender may use any reasonable averaging and attribution methodsAffected Bank’s right to compensation.

Regulatory Changes. If any Lender shall determine that (a) any change in any Legal Requirement (including any new Legal Requirement) If, after the date hereof of this Agreement, any Regulatory Change shall directly subject any Lender to any tax, duty or indirectly other charge with respect to its obligation to make or maintain any Revolving Loan or Swing Line Loan or any Standby Letter of Credit or its Commitment, or shall change the basis of taxation of payments to such Lender of the principal of or interest on the Revolving Loans or Swing Line Loans or in respect of any other amounts due under this Agreement in respect of its obligation to make any Revolving Loan or Swing Line Loan or any Standby Letter of Credit or maintain its Commitment or maintain any Standby Letter of Credit (iexcept for changes in the rate of tax on the overall net income of such Lender); or shall impose, modify or deem applicable any reserve, assessment, special deposit, capital adequacy, capital maintenance or similar requirement against assets of, deposits with or for the account of, or credit extended by, such Lender or shall impose on such Lender any other condition affecting (x) the obligation of the Lender to make or maintain the Revolving Loans or Swing Line Loans or its Commitment or any Standby Letter of Credit, or (y) the Revolving Notes or the Swing Line Note; and the result of any of the foregoing is to increase the cost to such Lender of making or maintaining any Revolving Loan or Swing Line Loan or any Standby Letter of Credit or maintaining its Commitment or to reduce the amount of any sum received or receivable by such Lender with respect to under, or the rate of return attributable to, this Agreement or under the Revolving Loan Notes or the Letters of Credit Swing Line Note or the return to be earned by such Lender on the Revolving Loan or the Letters any Standby Letter of Credit, (ii) impose a cost on then such Lender shall give written notice to the Borrower if such Regulatory Change shall impose costs in excess of those costs, or reduce the amount of any Affiliate such sum or rate of return below the amount or rate, applicable on the date of this Agreement, and the Borrower shall pay to such Lender for the account of such Lender, not later than 30 days following receipt by the Borrower of such Lender's notice, such additional amount or amounts as will compensate such Lender for such increase or reduction as reflected in a certificate of such Lender that is attributable to the making or maintaining of, or such Lender's commitment to make, its portion of the Revolving Loan or the Letters of Credit, or (iii) require such Lender or any Affiliate of such Lender to make any payment on, or calculated by reference to, the gross amount of any amount received by such Lender under any Credit Document, and (b) such reduction, increased cost or payment shall not be fully compensated for by an adjustment in the Applicable Rate or the Letter of Credit fees, then, the Lender shall, promptly after it has made such determination, give notice thereof to the Company. Promptly after the receipt by the Company of any such notice, the Company and the Lender shall attempt to negotiate in good faith an adjustment to the amount payable by the Borrowers to the Lender under this Section 3.8, which amount, together with any adjustment in the Applicable Rate, shall be sufficient to fully compensate the Lender for such reduction, increased cost or payment taking into account any compensation for such reduction, increased cost or payment received by the Lender pursuant to the provisions of Section 3.5, 3.6 or 3.7 hereof. If the Company and the Lender are unable to agree attached to such adjustment within thirty days of the date upon which the Company receives such notice, then the Borrowers will, on demand by the Lender, pay to the Lender such additional amount, together with any adjustment in the Applicable Rate, as shall be sufficient to fully compensate the Lender for such reduction, increased cost or payment, together with interest on such amount from the 30th day after receipt of such certificate until payment in full thereof at the Overdue Reimbursement Rate. The determination by such Lender of the amount to be paid to it and notice setting forth the basis for computation thereof hereunder shallthe amount of said increase or reduction, as the case may be. The Lender's certificate attached to such notice shall be conclusive and binding on the Borrower in the absence of manifest error, be conclusive. In determining such amount, such Lender may use any reasonable averaging and attribution methods.

Regulatory Changes. If any Lender shall determine that (a) any change in any Legal Requirement (including any new Legal Requirement) If, after the date hereof shall directly or indirectly of this Agreement, any Regulatory Change (i) shall subject any Lender to any tax, duty or other charge with respect to its obligation to make or maintain any Loan or its Commitment, or shall change the basis of taxation of payments to such Lender of the principal of or interest on the Loans or in respect of any other amounts due under this Agreement in respect of its obligation to make any Loan or maintain its Commitment (except for changes in the rate of tax on the overall net income of such Lender); or (ii) shall impose, modify or deem applicable any reserve, assessment, special deposit, capital adequacy, capital maintenance or similar requirement against assets of, deposits with or for the account of, or credit extended by, such Lender or shall impose on such Lender any other condition affecting (x) the obligation of the Lender to make or maintain the Loans or its Commitment, or (y) the Revolving Notes or the Swing Line Note; and the result of any of the foregoing is to increase the cost to such Lender of making or maintaining any Loan or maintaining its Commitment or to reduce the amount of any sum received or receivable by such Lender with respect under, or the rate of return attributable to, this Agreement or under the Revolving Notes or the Swing Line Note, such Lender shall, within 90 days after the effective date of such Regulatory Change, provide written notice to the Revolving Loan Borrower of such Regulatory Change (it being agreed by the parties hereto that if such notice is given after 90 days' of the effective date of such Regulatory Change, the Borrower shall be liable to the Lenders for the additional amounts payable pursuant to this Section 3.2 only to the extent such additional amounts accrue from and after the date 90 days prior to the date of the giving of such notice), together with a certificate describing in reasonable detail such increase or reduction, as the Letters case may be, then, within 90 days after delivery of Credit or the return to be earned such notice by such Lender on to the Revolving Loan or Borrower, the Letters of Credit, (ii) impose a cost on Borrower shall pay to such Lender or any Affiliate for the account of such Lender that is attributable to the making such additional amount or maintaining of, or amounts as will compensate such Lender's commitment to make, its portion of the Revolving Loan or the Letters of Credit, or (iii) require such Lender or any Affiliate of such Lender to make any payment on, or calculated by reference to, the gross amount of any amount received by such Lender under any Credit Document, and (b) such reduction, increased cost or payment shall not be fully compensated for by an adjustment in the Applicable Rate or the Letter of Credit fees, then, the Lender shall, promptly after it has made such determination, give notice thereof to the Company. Promptly after the receipt by the Company of any such notice, the Company and the Lender shall attempt to negotiate in good faith an adjustment to the amount payable by the Borrowers to the Lender under this Section 3.8, which amount, together with any adjustment in the Applicable Rate, shall be sufficient to fully compensate the Lender for such increase or reduction, increased cost or payment taking into account any compensation for such reduction, increased cost or payment received by the Lender pursuant to the provisions of Section 3.5, 3.6 or 3.7 hereof. If the Company and the Lender are unable to agree to such adjustment within thirty days of the date upon which the Company receives such notice, then the Borrowers will, on demand by the Lender, pay to the Lender such additional amount, together with any adjustment in the Applicable Rate, as shall be sufficient to fully compensate the Lender for such reduction, increased cost or payment, together with interest on such amount from the 30th day after receipt of such certificate until payment in full thereof at the Overdue Reimbursement Rate. The determination by such Lender of the amount to be paid to it and the basis for computation thereof hereunder shall, in the absence of manifest error, be conclusive. In determining such amount, such Lender may use any reasonable averaging and attribution methods.

Regulatory Changes. If (1) The Borrower shall pay upon demand by any Lender shall determine that (a) of the Lenders such amounts as are necessary to compensate such Lenders for Additional Costs resulting from any change in any Legal Requirement (including any new Legal Requirement) after the date hereof shall directly or indirectly Regulatory Change which (i) reduce subjects any of the amount of Lenders to any sum received tax, duty or receivable by such Lender other charge with respect to the Revolving Loan or this Agreement, or changes the Letters basis of Credit taxation of any amounts payable to any of the Lenders under the Loans or the return to be earned by such Lender this Agreement (other than taxes imposed on the Revolving Loan overall net income of the Lenders or their applicable lending offices by the Letters of CreditUnited States or by the jurisdiction in which Lenders' respective principal offices or such applicable lending offices are located), (ii) impose a cost on such Lender imposes, modifies or deems applicable any Affiliate reserve, special deposit or similar requirements relating to any extensions of such Lender that is attributable to the making credit or maintaining other assets of, or such Lender's commitment to makeany deposits with or other liabilities of, its portion any of the Revolving Loan or the Letters of CreditLenders, or (iii) require such Lender imposes on any of the Lenders or, in the case of LIBOR Set Rate Amounts, on the London interbank market, any other condition affecting the Loans or this Agreement, or any Affiliate of such extensions of credit or liabilities. The Lenders will notify the Borrower of any event occurring after the date of this Agreement which would entitle any Lender to make any payment oncompensation pursuant to this paragraph as promptly as practicable after the Lenders obtain knowledge of such events and determines to request such compensation, and will designate a different lending office for those portions of the Loan affected by such event if such designation will avoid the need for, or calculated reduce the amount of, such compensation and will not, in the affected Lenders' sole opinion, be disadvantageous to it, provided that the affected Lender shall have no obligation to so designate a lending office located in the United States. (2) Without limiting the effect of the immediately preceding paragraph, in the event that, by reason of any Regulatory Change, (i) any of the Lenders incur Additional Costs based on or measured by the excess above a specified level of the amount of (1) a category of deposits or other liabilities of such Lenders which includes deposits by reference to, to which the gross amount of any amount received by such Lender under any Credit Document, and (b) such reduction, increased cost or payment shall not be fully compensated for by an adjustment in the Applicable LIBOR Rate or the Letter LIBOR Set Rate is determined as provided in this Agreement and/or (2) a category of Credit feesextensions of credit or other assets of any of the Lenders which includes loans the interest on which is determined on the basis of rates referred to in the definition of "LIBOR Rate," (ii) any of the Lenders become subject to restrictions on the amount of such a category of liabilities or assets which they may hold or (iii) it shall be unlawful or impossible for any of the Lenders to make or maintain the Loans (or any portions thereof) at the LIBOR Set Rate, then, then the Lender shall, promptly after it has made such determination, affected Lenders' obligation to make or maintain the Loans (or portions thereof) at the LIBOR Set Rate (and the Borrower's right to request the same) shall be suspended and the affected Lenders shall give notice thereof to the Company. Promptly after Borrower and, upon the receipt by the Company giving of any such notice, interest payable hereunder shall be converted to the Company Base Rate, unless such Lenders may lawfully continue to maintain the Loans (or any portions thereof) then bearing interest at the LIBOR Set Rate to the end of the current Interest Period(s), at which time the interest rate shall convert to the Base Rate. If subsequently any of the Lenders determines that such Regulatory Change has ceased to be in effect, the Lenders will so advise the Borrower and the Lender shall attempt Borrower may convert the rate of interest payable under this Agreement with respect to negotiate those portions of the Loan bearing interest at the Base Rate to a LIBOR Set Rate by submitting a LIBOR Set Rate Request in good faith an adjustment to respect thereof and otherwise complying with the amount payable provisions of this Agreement. Determinations by the Borrowers Lenders of the existence or effect of any Regulatory Change on the Lenders' costs of making or maintaining the Loan, or portions thereof, at the LIBOR Set Rate, or on amounts receivable by them in respect thereof, and of the additional amounts required to compensate the Lender under this Section 3.8, which amount, together with any adjustment Lenders in the Applicable Raterespect of Additional Costs, shall be sufficient to fully compensate the Lender for conclusive, provided that such reduction, increased cost or payment taking into account any compensation for such reduction, increased cost or payment received by the Lender pursuant to the provisions of Section 3.5, 3.6 or 3.7 hereof. If the Company and the Lender determinations are unable to agree to such adjustment within thirty days of the date upon which the Company receives such notice, then the Borrowers will, made on demand by the Lender, pay to the Lender such additional amount, together with any adjustment in the Applicable Rate, as shall be sufficient to fully compensate the Lender for such reduction, increased cost or payment, together with interest on such amount from the 30th day after receipt of such certificate until payment in full thereof at the Overdue Reimbursement Rate. The determination by such Lender of the amount to be paid to it and the basis for computation thereof hereunder shall, in the absence of manifest error, be conclusive. In determining such amount, such Lender may use any a reasonable averaging and attribution methodsbasis.

Regulatory Changes. If in the determination of any Lender shall determine that of the Lenders: (ai) any change in any Legal Requirement (including any new Legal Requirement) after the date hereof Regulatory Change shall directly or indirectly (iA) reduce the amount of any sum received or receivable by such Lender with respect to the Revolving Loan or the Letters of Credit or the return to be earned by such Lender on the Revolving Loan or the Letters of CreditFacility, (iiB) impose a cost on such Lender or any Affiliate of such Lender that is attributable to the making available or maintaining of, or such Lender's commitment to makemake available, its portion of the Revolving Loan or the Letters of CreditCredit Facility, or (iiiC) require such Lender or any Affiliate of such Lender to make any payment on, or calculated by reference to, the gross amount of any amount received by such Lender under any Loan Document or (D) reduce, or have the effect of reducing, the rate of return on any capital of such Lender or any Affiliate of such Lender that such Lender or such Affiliate is required to maintain on account of the Revolving Credit DocumentFacility, and or such Lender's Commitment and (bii) such reduction, increased cost or payment shall not be fully compensated for by an adjustment in the Applicable Rate or applicable rates of interest payable under the Letter of Credit fees, then, Loan Documents; then the Borrower shall pay to such Lender shall, promptly after it has made such determination, give notice thereof to the Company. Promptly after the receipt by the Company of any additional amounts as such notice, the Company and the Lender shall attempt to negotiate in good faith an adjustment to the amount payable by the Borrowers to the Lender under this Section 3.8, which amountreasonably determines will, together with any adjustment in the Applicable Rateapplicable rates of interest payable hereunder, shall be sufficient to fully compensate the Lender for such reduction, increased cost or payment taking into account any compensation for such reduction, increased cost or payment received by the Lender pursuant to the provisions of Section 3.5, 3.6 or 3.7 hereof. If the Company and the Lender are unable to agree to such adjustment within thirty days of the date upon which the Company receives such notice, then the Borrowers will, on demand by the Lender, pay to the Lender such additional amount, together with any adjustment in the Applicable Rate, as shall be sufficient to fully compensate the Lender it for such reduction, increased cost or payment. Such additional amounts shall be payable, together with interest on such amount from in the 30th day case of those applicable to prior periods, within 15 Business Days after receipt of such certificate until payment in full thereof at the Overdue Reimbursement Rate. The determination request by such Lender for such payment and, in the case of those applicable to future periods, on the amount date specified, or determined in accordance with a method specified, by such Lender. Such Lender will promptly notify the Agent and the Borrower of any determination made by it referred to in clauses (i) and (ii) above and provide to Agent and Borrower a reasonably detailed calculation of all amounts required to be paid by the Borrower, but the failure to it and the basis for computation thereof hereunder shall, in the absence of manifest error, be conclusive. In determining give such amount, notice shall not affect such Lender may use any reasonable averaging and attribution methodsLender's right to such compensation.

Regulatory Changes. If any Lender shall determine have determined that (a) any change in any Legal Requirement (including any new Legal Requirement) after the date hereof shall directly or indirectly (i) reduce the amount of any sum received or receivable by such Lender with respect to the Revolving Loan or the Letters of Credit or the return to be earned by such Lender on the Revolving Loan or the Letters of CreditLoan, (ii) impose a cost on such Lender or any Affiliate of such Lender that is attributable to the making or maintaining of, or such Lender's ’s commitment to make, its portion of the Revolving Loan or the Letters of CreditLoans, or (iii) require such Lender or any Affiliate of such Lender to make any payment on, on or calculated by reference to, to the gross amount of any amount received by such Lender under any Credit Document, or (iv) reduce, or have the effect of reducing, the rate of return on any capital of such Lender or any Affiliate of such Lender that such Lender or such Affiliate is required to maintain on account of the Loan or such Lender’s Commitment and (b) such reduction, increased cost or payment shall not be fully compensated for by an adjustment in the Applicable Rate or Rate, then the Letter Borrower shall pay to such Lender (without duplication of Credit fees, then, the payments to other Lenders) such additional amounts as such Lender shall, promptly after it has made such determination, give notice thereof to the Company. Promptly after the receipt by the Company of any such notice, the Company and the Lender shall attempt to negotiate in good faith an adjustment to the amount payable by the Borrowers to the Lender under this Section 3.8, which amountdetermines will, together with any adjustment in the Applicable Rate, shall be sufficient to fully compensate the Lender for such reduction, increased cost or payment taking into account any compensation for such reduction, increased cost or payment received by the Lender pursuant to the provisions of Section 3.5, 3.6 or 3.7 hereof. If the Company and the Lender are unable to agree to such adjustment within thirty days of the date upon which the Company receives such notice, then the Borrowers will, on demand by the Lender, pay to the Lender such additional amount, together with any adjustment in the Applicable Rate, as shall be sufficient to fully compensate the Lender for such reduction, increased cost or payment, together with interest on each such amount from 15 Banking Days after the 30th day after receipt of such certificate date demanded until payment in full thereof at the Overdue Reimbursement then highest Applicable Rate. The determination by A certificate of an officer of such Lender of setting forth in reasonable detail the amount to be paid to it and the basis for computation thereof hereunder shall, in the absence of manifest error, be conclusive. In determining such amount, such Lender may use any reasonable averaging and attribution methods.

Regulatory Changes. If any Lender shall determine that (a) any change in any Legal Requirement (including any new Legal Requirement) after the date hereof shall directly or indirectly (i) reduce the amount of any sum received or receivable by such Lender with respect to the Revolving Loan or the Letters of Credit or the return to be earned by such Lender on the Revolving Loan or the Letters of Credit, (ii) impose a cost on such Lender or any Affiliate of such Lender that is attributable to the making or maintaining of, or such Lender's commitment to make, its portion of the Revolving Loan or the Letters of Credit, or (iii) require such Lender or any Affiliate of such Lender to make any payment on, or calculated by reference to, the gross amount of any amount received by such Lender under any Credit Document, and (b) such reduction, increased cost or payment shall not be fully compensated for by an adjustment in the Applicable Rate or the Letter of Credit fees, then, the Lender shall, promptly after it has made such determination, give notice thereof to the Company. Promptly after the receipt by the Company of any such notice, the Company and the Lender shall attempt to negotiate in good faith an adjustment to the amount payable by the Borrowers Borrower to the Lender under this Section 3.8, which amount, together with any adjustment in the Applicable Rate, shall be sufficient to fully compensate the Lender for such reduction, increased cost or payment taking into account any compensation for such reduction, increased cost or payment received by the Lender pursuant to the provisions of Section 3.5, 3.6 or 3.7 hereof. If the Company and the Lender are unable to agree to such adjustment within thirty days of the date upon which the Company receives such notice, then the Borrowers Borrower will, on demand by the Lender, pay to the Lender such additional amount, together with any adjustment in the Applicable Rate, as shall be sufficient to fully compensate the Lender for such reduction, increased cost or payment, together with interest on such amount from the 30th day after receipt of such certificate until payment in full thereof at the Overdue Reimbursement Rate. The determination by such Lender of the amount to be paid to it and the basis for computation thereof hereunder shall, in the absence of manifest error, be conclusive. In determining such amount, such Lender may use any reasonable averaging and attribution methods. The Borrower shall be entitled to replace any such Lender in accordance with Section 13.3.

Regulatory Changes. If any Lender shall determine that (a) any change in any Legal Requirement (including any new Legal Requirement) after the date hereof Regulatory Change shall directly or indirectly (i) reduce the amount of any sum received or receivable by such Lender with respect to the Revolving Loan or the Letters of Credit any Advance or the return to be earned by such Lender on the Revolving Loan or the Letters of Creditany Advance, (ii) impose a cost any reserve requirements on such Lender or any Affiliate affiliate of such Lender that is attributable to the making or maintaining of, or such Lender's commitment to make, its portion of the Revolving Loan or the Letters of Creditany Advance, or (iii) require such reduce, or have the effect of reducing, the rate of return on the capital of Lender or any Affiliate affiliate of such Lender allocable to any Advance or Lender's commitment to make any payment on, or calculated by reference to, the gross amount of any amount received by such Lender under any Credit Document, Advance and (b) such reduction, increased cost reserve or payment shall not be fully compensated for by an adjustment in the Applicable Rate or the Letter applicable rates of Credit feesinterest payable hereunder, then, the Lender shall, promptly after it has made such determination, give notice thereof to the Company. Promptly after the receipt by the Company of any such notice, the Company and the then Lender shall attempt to negotiate in good faith an adjustment to the amount payable by the Borrowers to the promptly notify Borrower of such amounts as Lender under this Section 3.8, which amountdetermines will, together with any adjustment in the Applicable Rateapplicable rates of interest payable hereunder, shall be sufficient to fully compensate the Lender for such reduction, increased cost or payment taking into account any compensation for such reduction, increased cost or payment received by the Lender pursuant to the provisions of Section 3.5, 3.6 or 3.7 hereof. If the Company and the Lender are unable to agree to such adjustment within thirty days of the date upon which the Company receives such notice, then the Borrowers will, on demand by the Lender, pay to the Lender such additional amount, together with any adjustment in the Applicable Rate, as shall be sufficient to fully compensate the Lender for such reduction, increased cost or payment. Borrower and Lender shall thereafter in good faith negotiate an adjustment to the fees payable or increased interest payable hereunder which, together with interest in the reasonable judgment of Borrower and Lender, will adequately compensate Lender (or Lender affiliate) in light of these circumstances. In the event that Borrower and Lender are unable to agree on such amount from adjustment within thirty (30) days after the 30th day after receipt date on which Lender sends such notice to Borrower, Borrower may pay the Advances and terminate this Agreement without payment of such certificate until the Termination Fee provided for in Section 13.1 at any time within the next one hundred eighty (180) days, but with payment in full thereof at the Overdue Reimbursement Rate. The determination by such Lender of the amount of money that Lender has determined will adequately compensate Lender or its affiliate in these circumstances for the period from the later of the date of such Regulatory Change or the date that is three (3) months prior to the date of Lender's notice to Borrower of such Regulatory Change. In the event Borrower and Lender agree on such adjustment, such amounts shall be paid to it and the basis for computation thereof hereunder shallpaid, in the absence case of manifest errorthose applicable to prior periods, be conclusive. In determining within fifteen (15) days after request by Lender for such amountpayment or, such Lender may use any reasonable averaging and attribution methodsin the case of those applicable to future periods, on the dates specified, or determined in accordance with a method specified, by Lender.

Regulatory Changes. If any Lender shall determine that (a) any change in any Legal Requirement (including any new Legal Requirement) after the date hereof Regulatory Change shall directly or indirectly (i) reduce the amount of any sum received or receivable by such Lender with respect to the Revolving Loan or the Letters of Credit any Advance or the return to be earned by such Lender on the Revolving Loan or the Letters of Creditany Advance, (ii) impose a cost any reserve requirements on such Lender or any Affiliate affiliate of such Lender that is attributable to the making or maintaining of, or such Lender's commitment to make, its portion of the Revolving Loan or the Letters of Creditany Advance, or (iii) require such reduce, or have the effect of reducing, the rate of return on the capital of Lender or any Affiliate affiliate of such Lender allocable to any Advance or Lender's commitment to make any payment on, or calculated by reference to, the gross amount of any amount received by such Lender under any Credit Document, Advance and (b) such reduction, increased cost reserve or payment shall not be fully compensated for by an adjustment in the Applicable Rate or the Letter applicable rates of Credit feesinterest payable hereunder, then, the Lender shall, promptly after it has made such determination, give notice thereof to the Company. Promptly after the receipt by the Company of any such notice, the Company and the then Lender shall attempt to negotiate in good faith an adjustment to the amount payable by the Borrowers to the promptly notify Borrowing Agent of such amounts as Lender under this Section 3.8, which amountdetermines will, together with any adjustment in the Applicable Rateapplicable rates of interest payable hereunder, shall be sufficient to fully compensate the Lender for such reduction, increased cost or payment taking into account any compensation for such reduction, increased cost or payment received by the Lender pursuant to the provisions of Section 3.5, 3.6 or 3.7 hereof. If the Company and the Lender are unable to agree to such adjustment within thirty days of the date upon which the Company receives such notice, then the Borrowers will, on demand by the Lender, pay to the Lender such additional amount, together with any adjustment in the Applicable Rate, as shall be sufficient to fully compensate the Lender for such reduction, increased cost or payment. Borrowers and Lender shall thereafter in good faith negotiate an adjustment to the fees payable or increased interest payable hereunder which, together with interest in the reasonable judgment of Borrowers and Lender, will adequately compensate Lender (or Lender affiliate) in light of these circumstances. In the event that Borrowers and Lender are unable to agree on such amount from adjustment within thirty (30) days after the 30th day after receipt date on which Lender sends such notice to Borrowing Agent, Borrowers may pay the Advances and terminate this Agreement without payment of such certificate until the Termination Fee provided for in Section 13.1 at any time within the next one hundred eighty (180) days, but with payment in full thereof at the Overdue Reimbursement Rate. The determination by such Lender of the amount of money that Lender has determined will adequately compensate Lender or its affiliate in these circumstances for the period from the later of the date of such Regulatory Change or the date that is three (3) months prior to the date of Lender's notice to Borrowing Agent of such Regulatory Change. In the event Borrowers and Lender agree on such adjustment, such amounts shall be paid to it and the basis for computation thereof hereunder shallpaid, in the absence case of manifest errorthose applicable to prior periods, be conclusive. In determining within fifteen (15) days after request by Lender for such amountpayment or, such Lender may use any reasonable averaging and attribution methodsin the case of those applicable to future periods, on the dates specified, or determined in accordance with a method specified, by Lender.