Common use of Right to Remove Affected Lender Clause in Contracts

Right to Remove Affected Lender. In the event that a Borrower is required to pay any amounts with respect to a Lender (or its Affiliates, if applicable) pursuant to Section 3.3, Section 3.4 or Section 4.1(f) or receives a notice from a Lender pursuant to Section 4.2(e) and such amounts, or similar amounts, have not been demanded by all the Lenders, such Borrower shall have the right to designate an Eligible Assignee which is not an Affiliate of such Borrower and which is reasonably acceptable to the Administrative Agent (and which would not require a Borrower to pay any such amounts or similar amounts) to purchase for cash, pursuant to an Assignment and Acceptance, the outstanding Loans and Reimbursement Obligations (if any) of such Lender and to assume all of such Lender’s other rights and obligations (including in the case of a Revolving Credit Lender, such Lender’s obligation to participate in all outstanding Letters of Credit pursuant to Section 2.4(e)) hereunder without recourse to or warranty by, or expense to, such Lender, for a purchase price equal to the principal amount of all of such Lender’s outstanding Loans plus any accrued but unpaid interest thereon and the accrued but unpaid Unused Commitment Fees and Letter of Credit Fees in respect of that Lender’s Commitment hereunder and any other amounts that may be owing to such Lender hereunder, and each Lender agrees that, in such event, it will sell and assign all of the outstanding Loans and Reimbursement Obligations (if any) held by it to such Eligible Assignee upon payment of such purchase price. ARTICLE IV Interest and Fees Section 4.1 Interest on the Loans and Other Obligations. (a) Rate of Interest. All Loans and the outstanding principal balance of all other Obligations shall bear interest on the unpaid principal amount thereof from the date such Loans are made and such other Obligations are due and payable until paid in full, except as otherwise provided in Section 4.1(d), as follows: (i) if a Base Rate Loan or such other Obligation, at a rate per annum equal to the sum of (A) the Base Rate as in effect from time to time as interest accrues, plus (B) the Applicable Margin; (ii) if a Eurodollar Rate Loan, at a rate per annum equal to the sum of (A) the Eurodollar Rate determined for the applicable Eurodollar Interest Period, plus (B) the Applicable Margin in effect from time during such Eurodollar Interest Period, plus (C) any additional interest due pursuant to clause (iii) hereof. The applicable basis for determining the rate of interest on the Loans shall be selected by the applicable Borrower at the time a Notice of Borrowing or a Notice of Conversion/Continuation is delivered by such Borrower to the Administrative Agent; provided, however, such Borrower may not select the Eurodollar Rate as the applicable basis for determining the rate of interest on such a Loan if at the time of such selection an Event of Default or Default would occur or has occurred and is continuing. If on any day any Loan is outstanding with respect to which notice has not been timely delivered to the Administrative Agent in accordance with the terms hereof specifying the basis for determining the rate of interest on that day, then for that day interest on that Loan shall be determined by reference to the Base Rate. (iii) As long as any Lender shall be required under the regulations of the Federal Reserve Board to maintain reserves with respect to assets or liabilities or assets consisting of or including Eurodollar Rate Loans, such Lender may require the Borrowers to pay to such Lender additional interest on the unpaid principal amount of each such Loan of such Lender, from the date of the continuation, conversion or Borrowing of such Loan until such principal amount is paid in full, at an interest rate per annum at all times equal to the remainder obtained by subtracting (A) the Eurodollar Rate for the Interest Period for such Loan from (B) the rate obtained by dividing the Eurodollar Rate by a percentage equal to 100% minus the Eurodollar Reserve Percentage of such Lender for such Interest Period, payable on each date on which interest is payable with respect to such Eurodollar Rate Loan. Any Lender wishing to require payment of such additional interest shall determine the amount of such additional interest and notify the Borrowers through the Administrative Agent of such requirement, which notification shall include a certificate from such Lender describing the calculation of the amount of such additional interest in reasonable detail. Such certificate shall be conclusive and binding for all purposes, absent manifest error.

Right to Remove Affected Lender. In the event that a ------------------------------- Borrower is required to pay any amounts with respect to a Lender (or its Affiliates, if applicable) pursuant to Section 3.3Sections 3.03, Section 3.4 3.04 or Section 4.1(f4.01(f) or ------------- ---- ------- receives a notice from a Lender pursuant to Section 4.2(e4.02(e) and such amounts, --------------- or similar amounts, have not been demanded by all the Lenders, such Borrower shall have the right to designate an Eligible Assignee which is not an Affiliate of such Borrower and which is reasonably acceptable to the Administrative Agent (and which would not require a Borrower to pay any such amounts or similar amounts) to purchase for cash, pursuant to an Assignment and Acceptance, the outstanding Loans and Reimbursement Obligations (if any) of such Lender and to assume all of such Lender’s 's other rights and obligations (including including, without limitation, in the case of a Revolving Credit Lender, such Lender’s 's obligation to participate in all outstanding Letters of Credit pursuant to Section 2.4(e2.04(e)) --------------- hereunder without recourse to or warranty by, or expense to, such Lender, for a purchase price equal to the principal amount of all of such Lender’s 's outstanding Loans plus any accrued but unpaid interest thereon and the accrued but unpaid Unused Commitment Fees and Letter of Credit Fees in respect of that Lender’s 's Commitment hereunder and any other amounts that may be owing to such Lender hereunder, and each Lender agrees that, in such event, it will sell and assign all of the outstanding Loans and Reimbursement Obligations (if any) held by it to such Eligible Assignee upon payment of such purchase price. ARTICLE IV Interest and Fees Section 4.1 Interest on the Loans and Other Obligations. (a) Rate of Interest. All Loans and the outstanding principal balance of all other Obligations shall bear interest on the unpaid principal amount thereof from the date such Loans are made and such other Obligations are due and payable until paid in full, except as otherwise provided in Section 4.1(d), as follows: (i) if a Base Rate Loan or such other Obligation, at a rate per annum equal to the sum of (A) the Base Rate as in effect from time to time as interest accrues, plus (B) the Applicable Margin; (ii) if a Eurodollar Rate Loan, at a rate per annum equal to the sum of (A) the Eurodollar Rate determined for the applicable Eurodollar Interest Period, plus (B) the Applicable Margin in effect from time during such Eurodollar Interest Period, plus (C) any additional interest due pursuant to clause (iii) hereof. The applicable basis for determining the rate of interest on the Loans shall be selected by the applicable Borrower at the time a Notice of Borrowing or a Notice of Conversion/Continuation is delivered by such Borrower to the Administrative Agent; provided, however, such Borrower may not select the Eurodollar Rate as the applicable basis for determining the rate of interest on such a Loan if at the time of such selection an Event of Default or Default would occur or has occurred and is continuing. If on any day any Loan is outstanding with respect to which notice has not been timely delivered to the Administrative Agent in accordance with the terms hereof specifying the basis for determining the rate of interest on that day, then for that day interest on that Loan shall be determined by reference to the Base Rate. (iii) As long as any Lender shall be required under the regulations of the Federal Reserve Board to maintain reserves with respect to assets or liabilities or assets consisting of or including Eurodollar Rate Loans, such Lender may require the Borrowers to pay to such Lender additional interest on the unpaid principal amount of each such Loan of such Lender, from the date of the continuation, conversion or Borrowing of such Loan until such principal amount is paid in full, at an interest rate per annum at all times equal to the remainder obtained by subtracting (A) the Eurodollar Rate for the Interest Period for such Loan from (B) the rate obtained by dividing the Eurodollar Rate by a percentage equal to 100% minus the Eurodollar Reserve Percentage of such Lender for such Interest Period, payable on each date on which interest is payable with respect to such Eurodollar Rate Loan. Any Lender wishing to require payment of such additional interest shall determine the amount of such additional interest and notify the Borrowers through the Administrative Agent of such requirement, which notification shall include a certificate from such Lender describing the calculation of the amount of such additional interest in reasonable detail. Such certificate shall be conclusive and binding for all purposes, absent manifest error.

Right to Remove Affected Lender. In the event that a any Borrower is required to pay any amounts deemed material by the Company and the Agent with respect to a Lender (or its Affiliates, if applicable) pursuant to Section 3.3Sections 3.03, Section 3.4 3.04 or Section 4.1(f4.01(f) or receives a notice from a Lender pursuant to Section 4.2(e4.02(e) and such amounts, or similar amounts, have not been demanded by all the Lenders constituting the Requisite Lenders, or, in the event any Lender fails to fund its Pro Rata Share of any Revolving Loan requested by any Borrower which such Lender is obligated to fund under the terms hereof and any such failure has not been cured, such Borrower shall have the right to designate an Eligible Assignee which is not an Affiliate of such Borrower and which is reasonably acceptable to the Administrative Agent (and which would not require a Borrower to pay any such amounts or similar amounts) to purchase for cash, pursuant to an Assignment and Acceptance, the outstanding Loans and Reimbursement Obligations (if any) of such Lender and to assume all of such Lender’s 's other rights and obligations (including including, without limitation, in the case of a Revolving Credit U.S. Lender, such Lender’s 's obligation to participate in all outstanding Letters of Credit pursuant to Section 2.4(e2.02(e)) hereunder without recourse to or warranty by, or expense to, such Lender, for a purchase price equal to the principal amount of all of such Lender’s 's outstanding Loans plus any accrued but unpaid interest thereon and the accrued but unpaid Unused Commitment Fees and Letter of Credit Fees in respect of that Lender’s 's Commitment hereunder and any other amounts that may be owing to such Lender hereunder. In the event any Issuing Bank fails to Issue a Letter of Credit requested by a Borrower which such Issuing Bank is obligated to Issue under the terms hereof and any such failure has not been cured, and each Lender agrees that, in such event, it will sell and assign all of Borrower shall have the outstanding Loans and Reimbursement Obligations (if any) held by it right to such designate an Eligible Assignee upon payment which is not an Affiliate of such purchase price. ARTICLE IV Interest Borrower and Fees Section 4.1 Interest on which is reasonably acceptable to the Loans and Other Obligations. (a) Rate of Interest. All Loans and the outstanding principal balance of all other Obligations shall bear interest on the unpaid principal amount thereof from the date such Loans are made and such other Obligations are due and payable until paid in full, except as otherwise provided in Section 4.1(d), as follows: Agent to (i) replace such Issuing Bank if a Base Rate Loan no Letter of Credit Obligations are outstanding to such Issuing Bank or such other Obligation, at a rate per annum equal to the sum of (A) the Base Rate as in effect from time to time as interest accrues, plus (B) the Applicable Margin; (ii) if a Eurodollar Rate Loanbecome an additional Issuing Bank hereunder (it being agreed and understood that, at a rate per annum equal as of the date of such addition, the defaulting Issuing Bank's obligations to the sum Issue Letters of (A) the Eurodollar Rate determined for the applicable Eurodollar Interest Period, plus (B) the Applicable Margin in effect from time during such Eurodollar Interest Period, plus (C) any additional interest due Credit pursuant to clause (iii) hereof. The applicable basis for determining the rate of interest on the Loans Section 2.02 shall terminate and such Issuing Bank shall be selected by the applicable Borrower at the time a Notice of Borrowing or a Notice of Conversion/Continuation is delivered by such Borrower to the Administrative Agent; provided, however, such Borrower may not select the Eurodollar Rate as the applicable basis for determining the rate of interest on such a Loan if at the time of such selection an Event of Default or Default would occur or has occurred and is continuing. If on any day any Loan is outstanding Issuing Bank hereunder only with respect to which notice has not been timely delivered to the Administrative Agent in accordance with the terms hereof specifying the basis for determining the rate outstanding Letters of interest on that day, then for that day interest on that Loan shall be determined by reference to the Base Rate. (iii) As long as any Lender shall be required under the regulations of the Federal Reserve Board to maintain reserves with respect to assets or liabilities or assets consisting of or including Eurodollar Rate Loans, such Lender may require the Borrowers to pay Credit Issued prior to such Lender additional interest on the unpaid principal amount of each such Loan of such Lender, from the date of the continuation, conversion or Borrowing of such Loan until such principal amount is paid in full, at an interest rate per annum at all times equal to the remainder obtained by subtracting (A) the Eurodollar Rate for the Interest Period for such Loan from (B) the rate obtained by dividing the Eurodollar Rate by a percentage equal to 100% minus the Eurodollar Reserve Percentage of such Lender for such Interest Period, payable on each date on which interest is payable with respect to such Eurodollar Rate Loan. Any Lender wishing to require payment of such additional interest shall determine the amount of such additional interest and notify the Borrowers through the Administrative Agent of such requirement, which notification shall include a certificate from such Lender describing the calculation of the amount of such additional interest in reasonable detail. Such certificate shall be conclusive and binding for all purposes, absent manifest errordate).

Right to Remove Affected Lender. In the event that a Borrower is required (i) the Company receives certification of the type described in Section 3.03(d)(ii)(C) or (D) or notice under Section 5.02(c) -72- 74 from any Lender or any Issuing Bank, (ii) any Lender gives notice to pay any amounts with respect to a Lender (or its Affiliates, if applicable) the Administrative Agent pursuant to Section 3.3, Section 3.4 or Section 4.1(f2.02(c)(ii) (and the circumstances specified in such notice are not generally applicable to the Lenders) or receives (iii) any Lender makes a notice demand for compensation from a Lender any Borrower pursuant to Section 4.2(e) and 3.04 (if such amounts, or similar amounts, have increase in capital requirements is not been demanded by all generally applicable to the Lenders) or Section 4.01(f), such Borrower the Company, at its option and in its sole discretion, shall have the right to designate an Eligible Assignee which is not an Affiliate of such Borrower the Company and which is reasonably acceptable to the Administrative Agent (and which would not require a Borrower to pay any such amounts or similar amounts) Agent, to purchase for cash, pursuant to an Assignment and Acceptance, the outstanding Loans and Reimbursement Obligations (if any) of such Lender or Issuing Bank and to assume all of such Lender’s 's or Issuing Bank's other rights and obligations (including in the case of a Revolving Credit Lenderincluding, without limitation, such Lender’s 's obligation to participate in all outstanding Letters of Credit pursuant to Section 2.4(e2.04(e)) hereunder without recourse to or warranty by, or expense to, such LenderLender or Issuing Bank, for a purchase price equal to the principal amount of all of such Lender’s 's outstanding Loans or such Issuing Bank's Reimbursement Obligations plus any accrued but unpaid interest thereon and the accrued but unpaid Unused Commitment Fees and Letter of Credit Fees in respect of that Lender’s 's Revolving Credit Commitment hereunder or any accrued but unpaid Letter of Credit Fees in respect of that Issuing Bank's outstanding Letters of Credit and any other amounts that may be owing to such Lender or Issuing Bank hereunder, and each Lender agrees that, in such event, it will sell and assign all of the outstanding Loans and Reimbursement Obligations (if any) held by it to such Eligible Assignee upon payment of such purchase price. ARTICLE IV Interest and Fees Section 4.1 Interest on the Loans and Other Obligations. (a) Rate of Interest. All Loans and the outstanding principal balance of all other Obligations shall bear interest on the unpaid principal amount thereof from the date such Loans are made and such other Obligations are due and payable until paid in full, except as otherwise provided in Section 4.1(d), as follows: (i) if a Base Rate Loan or such other Obligation, at a rate per annum equal to the sum of (A) the Base Rate as in effect from time to time as interest accrues, plus (B) the Applicable Margin; (ii) if a Eurodollar Rate Loan, at a rate per annum equal to the sum of (A) the Eurodollar Rate determined for the applicable Eurodollar Interest Period, plus (B) the Applicable Margin in effect from time during such Eurodollar Interest Period, plus (C) any additional interest due pursuant to clause (iii) hereof. The applicable basis for determining the rate of interest on the Loans shall be selected by the applicable Borrower at the time a Notice of Borrowing or a Notice of Conversion/Continuation is delivered by such Borrower to the Administrative Agent; provided, however, such Borrower may not select the Eurodollar Rate as the applicable basis for determining the rate of interest on such a Loan if at the time of such selection an Event of Default or Default would occur or has occurred and is continuing. If on any day any Loan is outstanding with respect to which notice has not been timely delivered to the Administrative Agent in accordance with the terms hereof specifying the basis for determining the rate of interest on that day, then for that day interest on that Loan shall be determined by reference to the Base Rate. (iii) As long as any Lender shall be required under the regulations of the Federal Reserve Board to maintain reserves with respect to assets or liabilities or assets consisting of or including Eurodollar Rate Loans, such Lender may require the Borrowers Company agrees to pay to such Lender additional interest on the unpaid principal amount of each such Loan of such Lender, from the date of the continuation, conversion or Borrowing of such Loan until such principal amount is paid in full, at an interest rate per annum at all times equal to the remainder obtained any breakage costs incurred by subtracting (A) the Eurodollar Rate for the Interest Period for such Loan from (B) the rate obtained by dividing the Eurodollar Rate by a percentage equal to 100% minus the Eurodollar Reserve Percentage of such Lender for such Interest Period, payable on each date on which interest is payable with respect pursuant to such Eurodollar Rate Loan. Any Lender wishing to require payment of such additional interest shall determine the amount of such additional interest and notify the Borrowers through the Administrative Agent of such requirement, which notification shall include a certificate from such Lender describing the calculation of the amount of such additional interest in reasonable detail. Such certificate shall be conclusive and binding for all purposes, absent manifest errorSection 4.02(f).

Right to Remove Affected Lender. In the event that a Borrower is required (i) the Company receives certification of the type described in Section 3.03(d)(ii)(C) or notice under Section 5.02(c) from any Lender or any Issuing Bank, (ii) any Lender gives notice to pay any amounts with respect to a Lender (or its Affiliates, if applicable) the Administrative Agent pursuant to Section 3.3, Section 3.4 or Section 4.1(f2.02(c)(ii) (and the circumstances specified in such notice are not generally applicable to the Lenders) or receives (iii) any Lender makes a notice demand for compensation from a Lender any Borrower pursuant to Section 4.2(e) and 3.04 (if such amounts, or similar amounts, have increase in capital requirements is not been demanded by all generally applicable to the Lenders) or Section 4.01(f), such Borrower the Company, at its option and in its sole discretion, shall have the right to designate an Eligible Assignee which is not an Affiliate of such Borrower the Company and which is reasonably acceptable to the Administrative Agent (and which would not require a Borrower to pay any such amounts or similar amounts) Agent, to purchase for cash, pursuant to an Assignment and Acceptance, the outstanding Loans and Reimbursement Obligations (if any) of such Lender or Issuing Bank and to assume all of such Lender’s 's or Issuing Bank's other rights and obligations (including in the case of a Revolving Credit Lenderincluding, without limitation, such Lender’s 's obligation to participate in all outstanding Letters of Credit pursuant to Section 2.4(e2.04(e)) hereunder without recourse to or warranty by, or expense to, such LenderLender or Issuing Bank, for a purchase price equal to the principal amount of all of such Lender’s 's outstanding Loans or such Issuing Bank's Reimbursement Obligations plus any accrued but unpaid interest thereon and the accrued but unpaid Unused Commitment Fees and Letter of Credit Fees in respect of that Lender’s 's Revolving Credit Commitment hereunder or any accrued but unpaid Letter of Credit Fees in respect of that Issuing Bank's outstanding Letters of Credit and any other amounts that may be owing to such Lender or Issuing Bank hereunder, and each Lender agrees that, in such event, it will sell and assign all of the outstanding Loans and Reimbursement Obligations (if any) held by it to such Eligible Assignee upon payment of such purchase price. ARTICLE IV Interest and Fees Section 4.1 Interest on the Loans and Other Obligations. (a) Rate of Interest. All Loans and the outstanding principal balance of all other Obligations shall bear interest on the unpaid principal amount thereof from the date such Loans are made and such other Obligations are due and payable until paid in full, except as otherwise provided in Section 4.1(d), as follows: (i) if a Base Rate Loan or such other Obligation, at a rate per annum equal to the sum of (A) the Base Rate as in effect from time to time as interest accrues, plus (B) the Applicable Margin; (ii) if a Eurodollar Rate Loan, at a rate per annum equal to the sum of (A) the Eurodollar Rate determined for the applicable Eurodollar Interest Period, plus (B) the Applicable Margin in effect from time during such Eurodollar Interest Period, plus (C) any additional interest due pursuant to clause (iii) hereof. The applicable basis for determining the rate of interest on the Loans shall be selected by the applicable Borrower at the time a Notice of Borrowing or a Notice of Conversion/Continuation is delivered by such Borrower to the Administrative Agent; provided, however, such Borrower may not select the Eurodollar Rate as the applicable basis for determining the rate of interest on such a Loan if at the time of such selection an Event of Default or Default would occur or has occurred and is continuing. If on any day any Loan is outstanding with respect to which notice has not been timely delivered to the Administrative Agent in accordance with the terms hereof specifying the basis for determining the rate of interest on that day, then for that day interest on that Loan shall be determined by reference to the Base Rate. (iii) As long as any Lender shall be required under the regulations of the Federal Reserve Board to maintain reserves with respect to assets or liabilities or assets consisting of or including Eurodollar Rate Loans, such Lender may require the Borrowers Company agrees to pay to such Lender additional interest on the unpaid principal amount of each such Loan of such Lender, from the date of the continuation, conversion or Borrowing of such Loan until such principal amount is paid in full, at an interest rate per annum at all times equal to the remainder obtained any breakage costs incurred by subtracting (A) the Eurodollar Rate for the Interest Period for such Loan from (B) the rate obtained by dividing the Eurodollar Rate by a percentage equal to 100% minus the Eurodollar Reserve Percentage of such Lender for such Interest Period, payable on each date on which interest is payable with respect pursuant to such Eurodollar Rate Loan. Any Lender wishing to require payment of such additional interest shall determine the amount of such additional interest and notify the Borrowers through the Administrative Agent of such requirement, which notification shall include a certificate from such Lender describing the calculation of the amount of such additional interest in reasonable detail. Such certificate shall be conclusive and binding for all purposes, absent manifest errorSection 4.02(f).

Right to Remove Affected Lender. In the event that a Borrower is ------------------------------- required to pay any amounts with respect to a Lender (or its Affiliates, if applicable) pursuant to Section 3.3Sections 3.03, Section 3.4 3.04 or Section 4.1(f4.01(f) or receives a notice from ------------- ---- ------- a Lender pursuant to Section 4.2(e4.02(e) and such amounts, or similar amounts, have --------------- not been demanded by all the Lenders, such Borrower shall have the right to designate an Eligible Assignee which is not an Affiliate of such Borrower and which is reasonably acceptable to the Administrative Agent (and which would not require a Borrower to pay any such amounts or similar amounts) to purchase for cash, pursuant to an Assignment and Acceptance, the outstanding Loans and Reimbursement Obligations (if any) of such Lender and to assume all of such Lender’s 's other rights and obligations (including including, without limitation, in the case of a Revolving Credit Lender, such Lender’s 's obligation to participate in all outstanding Letters of Credit pursuant to Section 2.4(e2.04(e)) hereunder without --------------- recourse to or warranty by, or expense to, such Lender, for a purchase price equal to the principal amount of all of such Lender’s 's outstanding Loans plus any accrued but unpaid interest thereon and the accrued but unpaid Unused Commitment Fees and Letter of Credit Fees in respect of that Lender’s 's Commitment hereunder and any other amounts that may be owing to such Lender hereunder, and each Lender agrees that, in such event, it will sell and assign all of the outstanding Loans and Reimbursement Obligations (if any) held by it to such Eligible Assignee upon payment of such purchase price. ARTICLE IV Interest and Fees Section 4.1 Interest on the Loans and Other Obligations. (a) Rate of Interest. All Loans and the outstanding principal balance of all other Obligations shall bear interest on the unpaid principal amount thereof from the date such Loans are made and such other Obligations are due and payable until paid in full, except as otherwise provided in Section 4.1(d), as follows: (i) if a Base Rate Loan or such other Obligation, at a rate per annum equal to the sum of (A) the Base Rate as in effect from time to time as interest accrues, plus (B) the Applicable Margin; (ii) if a Eurodollar Rate Loan, at a rate per annum equal to the sum of (A) the Eurodollar Rate determined for the applicable Eurodollar Interest Period, plus (B) the Applicable Margin in effect from time during such Eurodollar Interest Period, plus (C) any additional interest due pursuant to clause (iii) hereof. The applicable basis for determining the rate of interest on the Loans shall be selected by the applicable Borrower at the time a Notice of Borrowing or a Notice of Conversion/Continuation is delivered by such Borrower to the Administrative Agent; provided, however, such Borrower may not select the Eurodollar Rate as the applicable basis for determining the rate of interest on such a Loan if at the time of such selection an Event of Default or Default would occur or has occurred and is continuing. If on any day any Loan is outstanding with respect to which notice has not been timely delivered to the Administrative Agent in accordance with the terms hereof specifying the basis for determining the rate of interest on that day, then for that day interest on that Loan shall be determined by reference to the Base Rate. (iii) As long as any Lender shall be required under the regulations of the Federal Reserve Board to maintain reserves with respect to assets or liabilities or assets consisting of or including Eurodollar Rate Loans, such Lender may require the Borrowers to pay to such Lender additional interest on the unpaid principal amount of each such Loan of such Lender, from the date of the continuation, conversion or Borrowing of such Loan until such principal amount is paid in full, at an interest rate per annum at all times equal to the remainder obtained by subtracting (A) the Eurodollar Rate for the Interest Period for such Loan from (B) the rate obtained by dividing the Eurodollar Rate by a percentage equal to 100% minus the Eurodollar Reserve Percentage of such Lender for such Interest Period, payable on each date on which interest is payable with respect to such Eurodollar Rate Loan. Any Lender wishing to require payment of such additional interest shall determine the amount of such additional interest and notify the Borrowers through the Administrative Agent of such requirement, which notification shall include a certificate from such Lender describing the calculation of the amount of such additional interest in reasonable detail. Such certificate shall be conclusive and binding for all purposes, absent manifest error.