Common use of Additional Costs and Expenses Clause in Contracts

Additional Costs and Expenses. (i) The Borrower recognizes that the cost to the Bank of making or maintaining Advances or any portion thereof at a LIBOR Based Rate may fluctuate, and the Borrower agrees to pay to the Bank, within ten (10) days after written demand, an additional amount or amounts as the Bank shall reasonably determine will compensate the Bank for additional costs incurred by the Bank in maintaining Advances or any portion thereof at a LIBOR Based Rate as a result of: (A) the imposition after the date of any Advance of, or changes after the date of any Advance in, the reserve requirements promulgated by the Board of Governors of the Federal Reserve System of the United States, including, but not limited to, any reserve on Eurocurrency Liabilities (as defined in Regulation D of the Board of Governors of the Federal Reserve System of the United States) at the ratios provided in such Regulation from time to time, it being agreed that the portion or portions of the Revolving Credit Note bearing interest at a LIBOR Based Rate shall be deemed to constitute Eurocurrency Liabilities, as defined by such Regulation, and it being further agreed that such Eurocurrency Liabilities shall be deemed to be subject to such reserve requirements without benefit of, or credit for, prorations, exceptions or offsets that may be available to the Bank or from time to time under such regulations and irrespective of whether the Bank actually maintains all or any portion of the reserve; (B) any change, after the date of any Advance, in any applicable laws, rules or regulations or in the interpretation or administration thereof by any domestic or foreign governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) or by any domestic or foreign court changing the basis of taxation of payments to the Bank of the principal of or interest on any Advance or any other payments made hereunder (other than taxes imposed on all or any portion of the overall net income of the Bank or franchise taxes), or imposing, modifying or applying any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, credit extended by, or any other acquisition of funds for loans by the Bank, or imposing on the Bank or on the London Interbank market any other condition affecting this Agreement or the Revolving Credit Note so as to increase the cost to the Bank of making or maintaining Advances at a LIBOR Based Rate or to reduce the amount of any sum received or receivable by the Bank under the Revolving Credit Note (whether of principal, interest or otherwise); or (C) the determination by the Bank, after the date of any Advance, that the applicability of any law, rule, regulation or guideline adopted or arising out of the July 1988 report of the Basel Committee on Banking Regulations and Supervisory Practices entitled “International Convergence of Capital Measurement and Capital Standards”, or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change therein, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any domestic or foreign governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Bank with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Bank’s capital as a consequence of the Bank’s obligations with respect to the Advances or under the Revolving Credit Note or this Agreement, to a level below that which the Bank could have achieved but for such adoption, change or compliance (taking into consideration the Bank’s policies with respect to capital adequacy). (ii) Any amount or amounts payable by the Borrower to the Bank in accordance with the provisions of this Section 2.17(c) shall be paid within ten (10) days of receipt by the Borrower from the Bank of a statement setting forth the amount or amounts due and the basis for the determination from time to time of such amount or amounts, which statement shall be conclusive and binding upon the Borrower absent manifest error. Failure on the part of the Bank to demand compensation for any increased costs in any Interest Period shall not constitute a waiver of the Bank’s right to demand compensation for any increased costs incurred during any subsequent Interest Period.

Additional Costs and Expenses. (i) The Borrower recognizes that the cost to the Bank of making or maintaining Advances Facility A Revolving Loans or any portion thereof at a LIBOR Based Rate LIBOR-based rate may fluctuate, and the Borrower agrees to pay to the Bank, within ten (10) days after written demand, an additional amount or amounts as the Bank shall reasonably determine will compensate the Bank for additional costs incurred by the Bank in maintaining Advances Facility A Revolving Loans or any portion thereof at a LIBOR Based LIBOR-based Rate as a result of: (A) the imposition after the date of any Advance Facility A Revolving Loan of, or changes after the date of any Advance Facility A Revolving Loan in, the reserve requirements promulgated by the Board of Governors of the Federal Reserve System of the United States, including, but not limited to, any reserve on Eurocurrency Liabilities (as defined in Regulation D of the Board of Governors of the Federal Reserve System of the United States) at the ratios provided in such Regulation from time to time, it being agreed that the portion or portions of the Revolving Credit Note Loans bearing interest at a LIBOR Based Rate LIBOR-based rate shall be deemed to constitute Eurocurrency Liabilities, as defined by such Regulation, and it being further agreed that such Eurocurrency Liabilities shall be deemed to be subject to such reserve requirements without benefit of, or credit for, prorations, exceptions or offsets that may be available to the Bank or from time to time under such regulations and irrespective of whether the Bank actually maintains all or any portion of the reserve;; or (B) any change, after the date of any AdvanceFacility A Revolving Loan, in any applicable laws, rules or regulations or in the interpretation or administration thereof by any domestic or foreign governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) or by any domestic or foreign court changing the basis of taxation of payments to the Bank of the principal of or interest on any Advance Facility A Revolving Loan or any other payments made hereunder (other than taxes imposed on all or any portion of the overall net income of the Bank or franchise taxes), or imposing, modifying or applying any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, credit extended by, or any other acquisition of funds for loans by the Bank, or imposing on the Bank or on the London Interbank market any other condition affecting this Agreement or the Revolving Credit Note Loan so as to increase the cost to the Bank of making or maintaining Advances Facility A Revolving Loans at a LIBOR Based Rate LIBOR-based rate or to reduce the amount of any sum received or receivable by the Bank under the Revolving Credit Note Loans (whether of principal, interest or otherwise); or (C) the determination by the Bank, after the date of any Advance, that the applicability of any law, rule, regulation or guideline adopted or arising out of the July 1988 report of the Basel Committee on Banking Regulations and Supervisory Practices entitled “International Convergence of Capital Measurement and Capital Standards”, or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change therein, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any domestic or foreign governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Bank with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Bank’s capital as a consequence of the Bank’s obligations with respect to the Advances or under the Revolving Credit Note or this Agreement, to a level below that which the Bank could have achieved but for such adoption, change or compliance (taking into consideration the Bank’s policies with respect to capital adequacy). (ii) Any amount or amounts payable by the Borrower to the Bank in accordance with the provisions of this Section 2.17(c) shall be paid within ten (10) days of receipt by the Borrower from the Bank of a statement setting forth the amount or amounts due and the basis for the determination from time to time of such amount or amounts, which statement shall be conclusive and binding upon the Borrower absent manifest error. Failure on the part of the Bank to demand compensation for any increased costs in any Interest Period shall not constitute a waiver of the Bank’s right to demand compensation for any increased costs incurred during any subsequent Interest Period.

Additional Costs and Expenses. (i) The Borrower recognizes Borrowers recognize that the cost to the Bank of making or maintaining Advances LIBOR Based Rate Loans or any portion thereof at a LIBOR Based Rate may fluctuate, and the Borrower agrees Borrowers agree to pay to the Bank, within ten (10) days after written demand, an additional amount or amounts as the Bank shall reasonably determine will compensate the Bank for additional costs incurred by the Bank in maintaining Advances LIBOR Based Rate Loans or any portion thereof at a LIBOR Based Rate as a result of: (Aa) the imposition after the date of any Advance LIBOR Based Rate Loan of, or changes after the date of any Advance LIBOR Based Rate Loan in, the reserve requirements promulgated by the Board of Governors of the Federal Reserve System of the United States, including, but not limited to, any reserve on Eurocurrency Liabilities (as defined in Regulation D of the Board of Governors of the Federal Reserve System of the United States) at the ratios provided in such Regulation from time to time, it being agreed that the portion or portions of the Revolving Credit Note bearing interest at a LIBOR Based Rate Rates shall be deemed to constitute Eurocurrency Liabilities, as defined by the such Regulation, and it being further agreed that such Eurocurrency Liabilities shall be deemed to be subject to such reserve requirements without benefit of, or credit for, prorations, exceptions or offsets that may be available to the Bank or from time to time under such regulations and irrespective of whether the Bank actually maintains all or any portion of the reserve; (Bb) any change, after the date of any AdvanceLIBOR Based Rate Loan, in any applicable laws, rules or regulations or in the interpretation or administration thereof by any domestic or foreign governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) or by any domestic or foreign court changing the basis of taxation of payments to the Bank of the principal of or interest on any Advance LIBOR Based Rate Loan or any other payments made hereunder (other than taxes imposed on all or any portion of the overall net income of the Bank or franchise taxesBank), or imposing, modifying or applying any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, credit extended by, or any other acquisition of funds for loans by the Bank, or imposing on the Bank or on the London Interbank market any other condition affecting this Agreement or the Revolving Credit portion or portions of the Note bearing interest at LIBOR Based Rates so as to increase the cost to the Bank of making or maintaining Advances at a LIBOR Based Rate Loans or to reduce the amount of any sum received or receivable by the Bank under the Revolving Credit Note (whether of principal, interest or otherwise); or (Cc) the determination by the Bank, if after the date of any AdvanceLIBOR Based Rate Loan, the Bank shall have determined that the applicability of any law, rule, regulation or guideline adopted or arising out of the July 1988 report of the Basel Basle Committee on Banking Regulations and Supervisory Practices entitled “"International Convergence of Capital Measurement and Capital Standards”", or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change therein, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any domestic or foreign governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Bank with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Bank’s 's capital as a consequence of the Bank’s 's obligations with respect to the Advances or under the Revolving Credit Note or this Agreement, to a level below that which the Bank could have achieved but for such adoption, change or compliance (taking into consideration the Bank’s 's policies with respect to capital adequacy). (ii) . Any amount or amounts payable by the Borrower to the Bank in accordance with the provisions of this Section 2.17(c) 2.9 shall be paid within ten (10) days of receipt by the Borrower Borrowers from the Bank of a statement setting forth the amount or amounts due and the basis for the determination from time to time of such amount or amounts, which statement shall be conclusive and binding upon the Borrower absent manifest error. Failure on the part of the Bank to demand compensation for any increased costs in any Interest Period shall not constitute a waiver of the Bank’s 's right to demand compensation for any increased costs incurred during any such Interest Period or in any other or subsequent or prior Interest Period.

Additional Costs and Expenses. (i) The Borrower recognizes that the cost to the Bank of making or maintaining Advances LIBO Rate Loans or any portion thereof at a LIBOR Based Rate may fluctuate, and the Borrower agrees to pay to the Bank, within ten (10) days after written demand, an additional amount or amounts as the Bank shall reasonably determine will compensate the Bank for additional costs incurred by the Bank in maintaining Advances LIBO Rate Loans or any portion thereof at a LIBOR Based Rate as a result of: (Ai) the imposition after the date of any Advance LIBO Rate Loan of, or changes after the date of any Advance LIBO Rate Loan in, the reserve requirements promulgated by the Board of Governors of the Federal Reserve System of the United States, including, but not limited to, any reserve on Eurocurrency Liabilities (as defined in Regulation D of the Board of Governors of the Federal Reserve System of the United States) States at the ratios provided in such Regulation from time to time, it being agreed that the portion or portions of the Revolving Credit any Note bearing interest at a LIBOR Based the LIBO Rate shall be deemed to constitute Eurocurrency Liabilities, as defined by such Regulation, and it being further agreed that such Eurocurrency Liabilities shall be deemed to be subject to such reserve requirements without benefit of, or credit for, prorations, exceptions or offsets that may be available to the Bank or from time to time under such regulations regulations, and irrespective of whether the Bank actually maintains all or any portion of the reserve;; or (Bii) any change, after the date of any AdvanceLIBO Rate Loan, in any applicable laws, rules or regulations or in the interpretation or administration thereof by any domestic or foreign governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) or by any domestic or foreign court changing the basis of taxation of payments to the Bank of the principal of or the interest on any Advance LIBO Rate Loan or any other payments made hereunder (other than taxes imposed on all or any portion of the overall net income of the Bank or franchise taxesBank), or imposing, modifying or applying any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, credit extended by, or any other acquisition of funds for loans by the Bank, or imposing on the Bank or on the London Interbank market Market any other condition affecting this Agreement or the Revolving Credit portion or portions of any Note bearing interest at LIBO Rates so as to increase the cost to the Bank of making or maintaining Advances at a LIBOR Based LIBO Rate Loans or to reduce the amount of any sum received or receivable by the Bank under the Revolving Credit any Note (whether of principal, interest or otherwise); or (Ciii) the determination by the Bank, if after the date of any AdvanceLIBO Rate Loan, the Bank shall have determined that the applicability of any law, rule, regulation or guideline adopted or arising out of the July 1988 report of the Basel Basle Committee on Banking Regulations and Supervisory Practices entitled “"International Convergence of Capital Measurement and Capital Standards”", or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change therein, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any domestic or foreign governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Bank with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Bank’s 's capital as a consequence of the Bank’s 's obligations with respect to the Advances or under the Revolving Credit any Note or this Agreement, to a level below that which the Bank could have achieved but for such adoption, change or compliance (taking into consideration the Bank’s policies 's policies, if any, with respect to capital adequacy). (ii) . Subject to the provisions of Section 3.2 hereof, in the event of any of the foregoing, the Borrower shall have the right to convert any LIBO Rate Loan affected thereby to a Base Rate Loan. Any amount or amounts payable by the Borrower to the Bank in accordance with the provisions of this Section 2.17(c) shall be paid within ten (10) days of receipt by the Borrower from the Bank of a statement setting forth the amount or amounts due and the basis for the determination from time to time of such amount or amounts, which statement shall be conclusive and binding upon the Borrower absent manifest error. Failure on the part of the Bank to demand compensation for any increased costs in any Interest Period shall not constitute a waiver of the Bank’s 's right to demand compensation for any increased costs incurred during any such Interest Period or in any other or subsequent or prior Interest Period.

Additional Costs and Expenses. (i) The Borrower recognizes that the cost to the Bank of making or maintaining Advances LIBOR Based Rate Loans or any portion thereof at a LIBOR Based Rate may fluctuate, and the Borrower agrees to pay to the Bank, within ten (10) days Business Days after written demand, an additional amount or amounts as the Bank shall reasonably determine will compensate the Bank for additional costs incurred by the Bank in maintaining Advances LIBOR Based Rate Loans or any portion thereof at a LIBOR Based Rate as a result of: (Aa) the imposition after the date of any Advance LIBOR Based Rate Loan of, or changes after the date of any Advance LIBOR Based Rate Loan in, the reserve requirements promulgated by the Board of Governors of the Federal Reserve System of the United States, including, but not limited to, any reserve on Eurocurrency Liabilities (as defined in Regulation D of the Board of Governors of the Federal Reserve System of the United States) at the ratios provided in such Regulation from time to time, it being agreed that the portion or portions of the Revolving Credit Note Facility bearing interest at a LIBOR Based Rate Rates shall be deemed to constitute Eurocurrency Liabilities, as defined by such Regulation, and it being further agreed that such Eurocurrency Liabilities shall be deemed to be subject to such reserve requirements without benefit of, or credit for, prorations, exceptions or offsets that may be available to the Bank or from time to time under such regulations and irrespective of whether the Bank actually maintains all or any portion of the reserve; (Bb) any change, after the date of any AdvanceLIBOR Based Rate Loan, in any applicable laws, rules or regulations or in the interpretation or administration thereof by any domestic or foreign governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) or by any domestic or foreign court changing the basis of taxation of payments to the Bank of the principal of or interest on any Advance LIBOR Based Rate Loan or any other payments made hereunder (other than taxes imposed on all or any portion of the overall net income of the Bank or franchise taxesBank), or imposing, modifying or applying any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, credit extended by, or any other acquisition of funds for loans by the Bank, or imposing on the Bank or on the London Interbank market any other condition affecting this Agreement or the Revolving portion or portions of the Credit Note Facility bearing interest at LIBOR Based Rates so as to increase the cost to the Bank of making or maintaining Advances at a LIBOR Based Rate Loans or to reduce the amount of any sum received or receivable by the Bank under the Revolving Credit Note Facility (whether of principal, interest or otherwise); or (Cc) the determination by the Bank, if after the date of any AdvanceLIBOR Based Rate Loan, the Bank shall have determined that the applicability of any law, rule, regulation or guideline adopted or arising out of the July 1988 report of the Basel Basle Committee on Banking Regulations and Supervisory Practices entitled “"International Convergence of Capital Measurement and Capital Standards”", or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change therein, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any domestic or foreign governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Bank with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Bank’s 's capital as a consequence of the Bank’s 's obligations with respect to the Advances, the Acquisition Advances or the Term Loan, or under the Revolving Credit Note Notes or this Agreement, to a level below that which the Bank could have achieved but for such adoption, change or compliance (taking into consideration the Bank’s 's policies with respect to capital adequacy). (ii) . Any amount or amounts payable by the Borrower to the Bank in accordance with the provisions of this Section 2.17(c) shall be paid within ten (10) days Business Days of receipt by the Borrower from the Bank of a statement setting forth the amount or amounts due and the basis for the determination from time to time of such amount or amounts, which statement shall be conclusive and binding upon the Borrower absent manifest error. Failure on the part of the Bank to demand compensation for any increased costs in any Interest Period shall not constitute a waiver of the Bank’s 's right to demand compensation for any increased costs incurred during any such Interest Period or in any other or subsequent or prior Interest Period.