Common use of Change in Applicable Laws, Regulations, etc Clause in Contracts

Change in Applicable Laws, Regulations, etc. If any Legal Requirement shall ----------------------------------------------- make it unlawful for the Agent to fund through the purchase of U.S. dollar deposits any LIBOR Portion, or otherwise to give effect to its obligations as contemplated hereby, or shall impose on any Lender any costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender which includes deposits by reference to which the LIBOR Rate is determined as provided herein or a category of extensions of credit or other assets of such Lender which includes any LIBOR Portion, or shall impose on any Lender any restrictions on the amount of such a category of liabilities or assets which such Lender may hold, (i) the Agent by notice thereof to the Company may terminate the LIBOR Option, (ii) any LIBOR Portion subject thereto shall immediately bear interest thereafter at the rate provided for (with respect to Loans not subject to a LIBOR Option) in subsection ---------- 1.3, and (iii) the Company shall indemnify the Agent and the Lenders against any --- loss, penalty or expense incurred by the Agent or any Lender by reason of the liquidation or redeployment of deposits or other funds acquired by the Lender, to fund or maintain such LIBOR Portion if and to the extent such loss, penalty or expense is caused by the Company. A certificate of an officer of any Lender setting forth the amount of such loss, penalty or expense, and the basis therefor shall, in the absence of manifest error, be conclusive.

Change in Applicable Laws, Regulations, etc. If any Legal Requirement shall ----------------------------------------------- make it unlawful for the Agent any Lender to fund through the purchase of U.S. US dollar deposits any LIBOR Portion, or otherwise to give effect to its obligations as contemplated hereby, or shall impose on any Lender any costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such any Lender which includes deposits by reference to which the LIBOR Rate is determined as provided herein or a category of extensions of credit or other assets of such any Lender which includes any LIBOR Portion, or shall impose on any Lender any restrictions on the amount of such a category of liabilities or assets which such Lender may hold, (ia) the Agent Lenders by notice thereof to the Company Borrower may terminate the LIBOR Option, (iib) any LIBOR Portion subject thereto shall immediately bear interest thereafter at the rate provided for (with respect to Revolving Credit Loans not subject to a LIBOR Option) in subsection ---------- 1.31.4, and (iiic) the Company Borrower shall indemnify the Agent and the Lenders against any --- loss, penalty or expense incurred by the Agent or any Lender Lenders by reason of the liquidation or redeployment of deposits or other funds acquired by the LenderLenders, to fund or maintain such LIBOR Portion if and to the extent such loss, penalty or expense is caused by the Companynature of the business of the Borrower and its Subsidiaries or the locations and jurisdictions where the Borrower or its Subsidiaries are operating. Promptly after becoming aware of the occurrence of any event or condition described in this subsection 2.5, the affected Lender(s) shall give written notice thereof to the Borrower and shall provide reasonable details setting fourth the basis for its determination and such other information as shall be reasonably requested by Borrower to confirm the affected Lenders’ determination and computations. A certificate of an officer of any such Lender setting forth the amount of such loss, penalty or expense, and the basis therefor shall, in the absence of manifest error, be conclusive.

Change in Applicable Laws, Regulations, etc. If any Legal Requirement shall ----------------------------------------------- make it unlawful for the Agent Lender to fund through the purchase of U.S. dollar deposits any LIBOR Portion, or otherwise to give effect to its obligations as contemplated hereby, under this subsection 2.6(B) or shall impose on any Lender any costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender which includes deposits by reference to which the LIBOR Based Rate is determined as provided herein or a category of extensions of credit or other assets of such Lender which includes any LIBOR Portion, or shall impose on Lender any restrictions on the amount of such a category of liabilities or assets of Lender which includes any LIBOR Portion, or shall impose on Lender any restrictions on the amount of such a category of liabilities or assets which such Lender may hold, (i) the Agent Lender may by notice thereof to the Company may Xxxxxx prospectively terminate the LIBOR Option, with respect to Loans made or to be made by Lender, (ii) any LIBOR Portion of Lender’s Loans subject thereto shall immediately bear interest thereafter at the rate Prime Based Rate payable on the dates provided for (with respect to Loans not subject to a LIBOR Option) in subsection ---------- 1.32.6(E)(1), and (iii) the Company Borrower shall indemnify the Agent and the Lenders Lender against any --- loss, penalty or expense incurred by the Agent or any Lender by reason of the liquidation or redeployment of deposits or other funds acquired by the Lender, Lender to fund or maintain such LIBOR Portion if and to the extent such loss, penalty or expense is caused by the Company. A certificate of an officer of any Lender setting forth the amount of such loss, penalty or expense, and the basis therefor shall, in the absence of manifest error, be conclusivePortion.

Change in Applicable Laws, Regulations, etc. If (x) any Legal Requirement shall ----------------------------------------------- make it unlawful for the Agent any Lender to fund through the purchase of U.S. dollar deposits any LIBOR Portion, or otherwise to give effect to its obligations as contemplated herebyunder this Section 2.1.1(B), or shall impose on any Lender any costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender which includes deposits by reference to which the LIBOR Rate is determined as provided herein or a category of extensions of credit or other assets of such Lender which includes any LIBOR Portion, or shall impose on any Lender any restrictions on the amount of such a category of liabilities or of assets which any such Lender may hold, or (iy) any Lender shall determine in good faith that such Lender is unable to obtain deposits of U.S. dollars in the London interbank foreign currency deposits market in the applicable amounts for the requested LIBOR Period, (a) Agent or such Lender may by notice thereof to the Company may Borrower terminate the LIBOR Option, with respect to the Loans made or to be made by such Lender, (iib) any LIBOR Portion subject thereto shall immediately bear interest thereafter at the rate provided for (with respect to Loans not subject to a LIBOR Optionin Section 2.1.1(A)(i) payable on the dates provided for in subsection ---------- 1.3, Section 3.2.2(i) and (iiic) the Company Borrower shall indemnify the Agent and the Lenders such Lender against any --- out-of-pocket loss, penalty or expense incurred by the Agent or any such Lender by reason of the liquidation or redeployment of deposits or other funds acquired by the Lender, such Lender or to fund or maintain such LIBOR Portion if and Portion. The applicable Lender shall promptly give Borrower written notice of when such condition shall cease to the extent such loss, penalty or expense is caused by the Company. A certificate of an officer of any Lender setting forth the amount of such loss, penalty or expense, and the basis therefor shall, in the absence of manifest error, be conclusiveexist.