Common use of Change of Lending Office; Limitation on Increased Costs Clause in Contracts

Change of Lending Office; Limitation on Increased Costs. (a) Each Lender agrees that upon the occurrence of any event giving rise to the operation of Section 3.04(c) or (d) or Sections 4.02, 4.03, 4.04 or 4.05 --------------- --- ------------------------- ---- with respect to such Lender, it will use commercially reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to minimize the imposition of any costs and expenses pursuant to such Sections and to designate a different Lending Office for any Loans affected by such event with the object of avoiding the consequence of the event giving rise to the operation of such Section. Nothing in this Section 4.08 shall affect or postpone ------------ any of the obligations of the Company or the right of any Lender provided in Section 3.04(c) or (d) or Sections 4.02, 4.03, 4.04 or 4.05. --------------- --- ------------------------- ---- (b) Notwithstanding the provisions of Sections 3.04(c), 3.04(d), 4.02, ------------------------------- 4.03 and 4.05, the Company shall only be obligated to compensate any Lender for ---- ---- any amount arising or occurring during (i) any time or period commencing (A) in the case of Section 3.04(c) or (d), not more than six months and (B) in the case --------------- --- of Sections 4.02, 4.03 or 4.05, not more than three months, prior to the date on ------------------- ---- which such Lender notifies the Agent and the Company that such Lender proposes to demand such compensation and (ii) any time or period during which, because of the unannounced retroactive application of any statute, regulation or other basis, such Lender could not have known that such amount might arise or accrue.

Change of Lending Office; Limitation on Increased Costs. (a) Each Lender agrees that upon the occurrence of any event giving rise to the operation of Section 3.04(c4.05(c) or (d) or Sections 4.025.02, 4.035.03, 4.04 5.04 or 4.05 --------------- --- ------------------------- ---- 5.05 with respect to such Lender, it will use commercially reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to minimize the imposition of any costs and expenses pursuant to such Sections and to designate a different Lending Office for any Loans affected by such event with the object of avoiding the consequence of the event giving rise to the operation of such Section. Nothing in this Section 4.08 5.08 shall affect or postpone ------------ any of the obligations of the Company or the right of any Lender provided in Section 3.04(c4.05(c) or (d) or Sections 4.025.02, 4.035.03, 4.04 5.04 or 4.05. --------------- --- ------------------------- ----5.05. (b) Notwithstanding the provisions of Sections 3.04(c4.05(c), 3.04(d4.05(d), 4.025.02, ------------------------------- 4.03 5.03 and 4.055.05, the Company shall only be obligated to compensate any Lender for ---- ---- any amount arising or occurring during (i) any time or period commencing (A) in the case of Section 3.04(c4.05(c) or (d), not more than six months and (B) in the case --------------- --- of Sections 4.025.02, 4.03 5.03 or 4.055.05, not more than three months, prior to the date on ------------------- ---- which such Lender notifies the Agent and the Company that such Lender proposes to demand such compensation and (ii) any time or period during which, because of the unannounced retroactive application of any statute, regulation or other basis, such Lender could not have known that such amount might arise or accrue.. sf-712846 41

Change of Lending Office; Limitation on Increased Costs. (a) Each Lender agrees that upon the occurrence of any event giving rise to the operation of Section 3.04(c3.05(c) or (d) or Sections 4.02, 4.03, 4.04 or 4.05 3.05 --------------- --- ------------------------- ---- with respect to such Lender, it will use commercially reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to minimize the imposition of any costs and expenses pursuant to such Sections and to designate a different Lending Office for any Loans affected by such event with the object of avoiding the consequence of the event giving rise to the operation of such Section. Nothing in this Section 4.08 shall affect or postpone ------------ any of the obligations of the Company or the right of any Lender provided in Section 3.04(c3.05(c) or (d) or Sections 4.02, 4.03, 4.04 or 4.05. --------------- --- ------------------------- ---- (b) Notwithstanding the provisions of Sections 3.04(c3.05(c), 3.04(d3.05(d), 4.02, ------------------------------- -------------------------------- 4.03 and 4.05, the Company shall only be obligated to compensate any Lender for ---- ---- any amount arising or occurring during (i) any time or period commencing (A) in the case of Section 3.04(c3.05(c) or (d), not more than six months and (B) in the case --------------- --- of Sections 4.02, 4.03 or 4.05, not more than three months, prior to the date on ------------------- ---- which such Lender notifies the Agent and the Company that such Lender proposes to demand such compensation and (ii) any time or period during which, because of the unannounced retroactive application of any statute, regulation or other basis, such Lender could not have known that such amount might arise or accrue.

Change of Lending Office; Limitation on Increased Costs. (a) Each Lender agrees that upon the occurrence of any event giving rise to the operation of Section 3.04(c) or (d) or Sections 4.02, 4.03, 4.04 or 4.05 --------------- --- ------------------------- ---- with respect to such Lender, it will use commercially reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to minimize the imposition of any costs and expenses pursuant to such Sections and to designate a different Lending Office for any Loans affected by such event with the object of avoiding the consequence of the event giving rise to the operation of such Section. Nothing in this Section 4.08 shall affect or postpone ------------ any of the obligations of the Company or the right of any Lender provided ------------ in Section 3.04(c) or (d) or Sections 4.02, 4.03, 4.04 or 4.05. --------------- --- ------------------------- ---- (b) Notwithstanding the provisions of Sections 3.04(c), 3.04(d), 4.02, ------------------------------- -------------------------------- 4.03 and 4.05, the Company shall only be obligated to compensate any Lender for ---- ---- any amount arising or occurring during (i) any time or period commencing (A) in the case of Section 3.04(c) or (d), not more than six months and (B) in the case --------------- --- of Sections 4.02, 4.03 or 4.05, not more than three months, prior to the date on ------------------- ---- which such Lender notifies the Agent and the Company that such Lender proposes to demand such compensation and (ii) any time or period during which, because of the unannounced retroactive application of any statute, regulation or other basis, such Lender could not have known that such amount might arise or accrue.

Change of Lending Office; Limitation on Increased Costs. (a) Each Lender agrees that upon the occurrence of any event giving rise to the operation of Section 3.04(c4.05(c) or (d4.05(d) or Sections 4.025.02, 4.035.03, 4.04 5.04 or 4.05 --------------- --- ------------------------- ---- 5.05 with respect to such Lender, it will use commercially reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to minimize the imposition of any costs and expenses pursuant to such Sections and to designate a different Lending Office for any Loans affected by such event Table of Contents with the object of avoiding the consequence of the event giving rise to the operation of such Section. Nothing in this Section 4.08 5.08 shall affect or postpone ------------ any of the obligations of the Company or the right of any Lender provided in Section 3.04(c4.05(c) or (d4.05(d) or Sections 4.025.02, 4.035.03, 4.04 5.04 or 4.05. --------------- --- ------------------------- ----5.05. (b) Notwithstanding the provisions of Sections 3.04(c4.05(c), 3.04(d4.05(d), 4.025.02, ------------------------------- 4.03 5.03 and 4.055.05, the Company shall only be obligated to compensate any Lender for ---- ---- any amount arising or occurring during (i) any time or period commencing (A) in the case of Section 3.04(c4.05(c) or (d4.05(d), not more than six months and (B) in the case --------------- --- of Sections 4.025.02, 4.03 5.03 or 4.055.05, not more than three months, prior to the date on ------------------- ---- which such Lender notifies the Agent and the Company that such Lender proposes to demand such compensation and (ii) any time or period during which, because of the unannounced retroactive application of any statute, regulation or other basis, such Lender could not have known that such amount might arise or accrue.

Change of Lending Office; Limitation on Increased Costs. (a) Each Lender agrees that upon the occurrence of any event giving rise to the operation of Section 3.04(c4.05(c) or (d) or Sections 4.025.02, 4.035.03, 4.04 5.04 or 4.05 --------------- --- 5.05 ---------------- ---- ------------------------- ---- with respect to such Lender, it will use commercially reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to minimize the imposition of any costs and expenses pursuant to such Sections and to designate a different Lending Office for any Loans affected by such event with the object of avoiding the consequence of the event giving rise to the operation of such Section. Nothing in this Section 4.08 5.08 shall affect or ------------ postpone ------------ any of the obligations of the Company or the right of any Lender provided in Section 3.04(c4.05(c) or (d) or Sections 4.025.02, 4.035.03, 4.04 5.04 or 4.055.05. --------------- --- ------------------------- ---------------- ---- -------------------- ---- ---- (b) Notwithstanding the provisions of Sections 3.04(c4.05(c), 3.04(d4.05(d), 4.025.02, ------------------------------- 4.03 5.03 and 4.055.05, the Company shall only be obligated to compensate any Lender for ---- ---- any amount arising or occurring during (i) any time or period commencing (A) in the case of Section 3.04(c4.05(c) or (d), not more than six months and (B) in the ---------------- --- case --------------- --- of Sections 4.025.02, 4.03 5.03 or 4.055.05, not more than three months, prior to the ------------------- ---- date on ------------------- ---- which such Lender notifies the Agent and the Company that such Lender proposes to demand such compensation and (ii) any time or period during which, because of the unannounced retroactive application of any statute, regulation or other basis, such Lender could not have known that such amount might arise or accrue.

Change of Lending Office; Limitation on Increased Costs. (a) Each Lender agrees that upon the occurrence of any event giving rise to the operation of Section 3.04(c3.04(d) or (d3.04(e) or Sections Section 4.02, 4.03, 4.04 or 4.05 --------------- --- ------------------------- ---- with respect to such Lender, it will use commercially reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to minimize the imposition of any costs and expenses pursuant to such Sections and to designate a different Lending Office for any Loans affected by such event with the object of avoiding the consequence of the event giving rise to the operation of such Section. Nothing in this Section 4.08 shall affect or postpone ------------ any of the obligations of the Company or the right of any Lender provided in Section 3.04(c3.04(d) or (d3.04(e) or Sections 4.02, 4.03, 4.04 or 4.05. --------------- --- ------------------------- ----Table of Contents (b) Notwithstanding the provisions of Sections 3.04(c3.04(d), 3.04(d3.04(e), 4.02, ------------------------------- 4.03 and 4.05, the Company shall only be obligated to compensate any Lender for ---- ---- any amount arising or occurring during (i) any time or period commencing (A) in the case of Section 3.04(c3.04(d) or (d3.04(e), not more than six months and (B) in the case --------------- --- of Sections Section 4.02, 4.03 or 4.05, not more than three months, prior to the date on ------------------- ---- which such Lender notifies the Administrative Agent and the Company that such Lender proposes to demand such compensation and (ii) any time or period during which, because of the unannounced retroactive application of any statute, regulation or other basis, such Lender could not have known that such amount might arise or accrue.

Change of Lending Office; Limitation on Increased Costs. (a) Each Lender agrees that upon the occurrence of any event giving rise to the operation of Section 3.04(c3.05(c) or (d) or Sections Section 4.02, 4.03, 4.04 or 4.05 with --------------- --- ------------------------- ------------------------ ---- with respect to such Lender, it will use commercially reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to minimize the imposition of any costs and expenses pursuant to such Sections and to designate a different Lending Office for any Loans affected by such event with the object of avoiding the consequence of the event giving rise to the operation of such Section. Nothing in this Section 4.08 shall affect or postpone ------------ any of the ------------ obligations of the Company or the right of any Lender provided in Section 3.04(c------- 3.05(c) or (d) or Sections Section 4.02, 4.03, 4.04 or 4.05. --------------- ------- --- ------------------------- ------------------------ ---- (b) Notwithstanding the provisions of Section 3.05(c) and (d) and --------------- --- Sections 3.04(c), 3.04(d), 4.02, ------------------------------- 4.03 and 4.05, the Company shall only be obligated to compensate ------------------- ---- any Lender for ---- ---- any amount arising or occurring during (i) any time or period commencing (A) in the case of Section 3.04(c3.05(c) or (d), not more than six months --------------- --- and (B) in the case --------------- --- of Sections Section 4.02, 4.03 or 4.05, not more than three months, ------------------ ---- prior to the date on ------------------- ---- which such Lender notifies the Agent and the Company that such Lender proposes to demand such compensation and (ii) any time or period during which, because of the unannounced retroactive application of any statute, regulation or other basis, such Lender could not have known that such amount might arise or accrue.

Change of Lending Office; Limitation on Increased Costs. (a) Each Lender agrees that upon the occurrence of any event giving rise to the operation of Section 3.04(c) or (d) or Sections 4.02, 4.03, 4.04 or 4.05 --------------- --- ---- ------------------------- ---- with respect to such Lender, it will use commercially reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to minimize the imposition of any costs and expenses pursuant to such Sections and to designate a different Lending Office for any Loans affected by such event with the object of avoiding the consequence of the event giving rise to the operation of such Section. Nothing in this Section 4.08 shall affect or postpone ------------ any of the obligations of the Company or the right of any Lender provided in Section 3.04(c) or (d) or Sections 4.02, 4.03, 4.04 or 4.05. --------------- --- ------------------------- ---- ------------------- ---- ---- (b) Notwithstanding the provisions of Sections 3.04(c), 3.04(d), 4.02, ------------------------------- 4.03 and 4.05, the Company shall only be obligated to compensate any Lender for any ---- ---- any amount arising or occurring during (i) any time or period commencing (A) in the case of Section 3.04(c) or (d), not more than six months and (B) in the case --------------- of ---------------- --- of Sections 4.02, 4.03 or 4.05, not more than three months, prior to the date on ------------------- ---- which such Lender notifies the Agent and the Company that such Lender proposes to demand such compensation and (ii) any time or period during which, because of the unannounced retroactive application of any statute, regulation or other basis, such Lender could not have known that such amount might arise or accrue.

Change of Lending Office; Limitation on Increased Costs. (a) Each Lender agrees that upon the occurrence of any event giving rise to the operation of Section 3.04(c4.05(c) or (d) or Sections 4.025.02, 4.035.03, 4.04 5.04 or 4.05 --------------- --- ------------------------- ---- 5.05 with respect to such Lender, it will use commercially reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to minimize the imposition of any costs and expenses pursuant to such Sections and to designate a different Lending Office for any Loans affected by such event with the object of avoiding the consequence of the event giving rise to the operation of such Section. Nothing in this Section 4.08 5.08 shall affect or postpone ------------ any of the obligations of the Company or the right of any Lender provided in Section 3.04(c4.05(c) or (d) or Sections 4.025.02, 4.035.03, 4.04 5.04 or 4.05. --------------- --- ------------------------- ----5.05. (b) Notwithstanding the provisions of Sections 3.04(c4.05(c), 3.04(d4.05(d), 4.025.02, ------------------------------- 4.03 5.03 and 4.055.05, the Company shall only be obligated to compensate any Lender for ---- ---- any amount arising or occurring during (i) any time or period commencing (A) in the case of Section 3.04(c4.05(c) or (d), not more than six months and (B) in the case --------------- --- of Sections 4.025.02, 4.03 5.03 or 4.055.05, not more than three months, prior to the date on ------------------- ---- which such Lender notifies the Agent and the Company that such Lender proposes to demand such compensation and (ii) any time or period during which, because of the unannounced retroactive application of any statute, regulation or other basis, such Lender could not have known that such amount might arise or accrue.. sf712790 41

Change of Lending Office; Limitation on Increased Costs. (a) Each Lender agrees that upon the occurrence of any event giving rise to the operation of Section 3.04(c4.05(c) or (d4.05(d) or Sections 4.025.02, 4.035.03, 4.04 5.04 or 4.05 --------------- --- ------------------------- ---- 5.05 with respect to such Lender, it will use commercially reasonable efforts (consistent with its internal policy and legal Table of Contents and regulatory restrictions) to minimize the imposition of any costs and expenses pursuant to such Sections and to designate a different Lending Office for any Loans affected by such event with the object of avoiding the consequence of the event giving rise to the operation of such Section. Nothing in this Section 4.08 5.08 shall affect or postpone ------------ any of the obligations of the Company or the right of any Lender provided in Section 3.04(c4.05(c) or (d4.05(d) or Sections 4.025.02, 4.035.03, 4.04 5.04 or 4.05. --------------- --- ------------------------- ----5.05. (b) Notwithstanding the provisions of Sections 3.04(c4.05(c), 3.04(d4.05(d), 4.025.02, ------------------------------- 4.03 5.03 and 4.055.05, the Company shall only be obligated to compensate any Lender for ---- ---- any amount arising or occurring during (i) any time or period commencing (A) in the case of Section 3.04(c4.05(c) or (d4.05(d), not more than six months and (B) in the case --------------- --- of Sections 4.025.02, 4.03 5.03 or 4.055.05, not more than three months, prior to the date on ------------------- ---- which such Lender notifies the Agent and the Company that such Lender proposes to demand such compensation and (ii) any time or period during which, because of the unannounced retroactive application of any statute, regulation or other basis, such Lender could not have known that such amount might arise or accrue.

Change of Lending Office; Limitation on Increased Costs. (a) Each Lender agrees that upon the occurrence of any event giving rise to the operation of Section 3.04(c4.05(c) or (d) or Sections 4.025.02, 4.035.03, 4.04 5.04 or 4.05 --------------- --- ------------------------- ---- 5.05 with respect to such Lender, it will use commercially reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to minimize the imposition of any costs and expenses pursuant to such Sections and to designate a different Lending Office for any Loans affected by such event with the object of avoiding the consequence of the event giving rise to the operation of such Section. Nothing in this Section 4.08 5.08 shall affect or postpone ------------ any of the obligations of the Company or the right of any Lender provided in Section 3.04(c4.05(c) or (d) or Sections 4.025.02, 4.035.03, 4.04 5.04 or 4.05. --------------- --- ------------------------- ----5.05. (b) Notwithstanding the provisions of Sections 3.04(c4.05(c), 3.04(d4.05(d), 4.025.02, ------------------------------- 4.03 5.03 and 4.055.05, the Company shall only be obligated to compensate any Lender for ---- ---- any amount arising or occurring during (i) any time or period commencing (A) in the case of Section 3.04(c4.05(c) or (d), not more than six months and (B) in the case --------------- --- of Sections 4.025.02, 4.03 5.03 or 4.055.05, not more than three months, prior to the date on ------------------- ---- which such Lender notifies the Agent and the Company that such Lender proposes to demand such compensation and (ii) any time or period during which, because of the unannounced retroactive application of any statute, regulation or other basis, such Lender could not have known that such amount might arise or accrue.. -38