Common use of Eurodollar Fees and Costs Clause in Contracts

Eurodollar Fees and Costs. (a) If, after the date hereof, the existence or occurrence of any Special Eurodollar Circumstance shall, in the reasonable discretion of any Bank, make it unlawful, impossible or impracticable for such Bank or its Eurodollar Lending Office to make or maintain any Eurodollar Loan, or materially restrict the authority of such Bank to purchase or sell, or to take deposits of, dollars in the Designated Eurodollar Market, or to determine or charge interest rates based upon the Eurodollar Rate, then such Bank will notify Agent and such Bank's obligation to make Eurodollar Loans shall be suspended for the duration of such illegality, impossibility or impracticability and Agent forthwith shall give notice thereof to the other Banks and Borrowers. Upon receipt of such notice, the outstanding principal amount of such Bank's Eurodollar Loans, together with accrued interest thereon, automatically shall be converted to Prime Rate Loans on either (1) the last day of the Eurodollar Period(s) applicable to such Eurodollar Loans if such Bank may lawfully continue to maintain and fund such Eurodollar Loans to such day(s) or (2) immediately if such Bank may not lawfully continue to fund and maintain such Eurodollar Loans to such day(s), provided that in such event the conversion shall not be subject to payment of a prepayment fee under Section 3.3(c). In the event that such Bank is unable, for the reasons set forth above, to make, maintain or fund any Eurodollar Loan, such Bank shall fund such amount as a Prime Rate Loan, and such amount shall be treated in all respects as a Prime Rate Loan. (b) If, with respect to any proposed Eurodollar Loan: (1) Agent reasonably determines that, by reason of Special Eurodollar Circumstances, deposits in dollars (in the applicable amounts) are not being offered to each of the Banks in the Designated Eurodollar Market for the applicable Eurodollar Period; or (2) the Requisite Banks advise Agent that the Eurodollar Rate as determined by the Banks (i) does not represent the effective pricing to the Banks for deposits in dollars in the Designated Eurodollar Market in the relevant amount for the applicable Eurodollar Period, or (ii) will not adequately and fairly reflect the cost to such Banks of making the applicable Eurodollar Loans; then Agent forthwith shall give notice thereof to Borrowers and the Banks, whereupon until Agent notifies Borrowers that the circumstances giving rise to such suspension no longer exist, and the obligation of the Banks to make any future Eurodollar Loans shall be suspended. (c) Upon payment or prepayment of any Eurodollar Loan, or conversion of a Eurodollar Loan to a Prime Rate Loan (other than as the result of a conversion required under Section 3.3(a)), on a day other than the last day in the applicable Eurodollar Period (whether voluntarily, involuntarily, by reason of acceleration, or otherwise), Borrowers shall pay to the Banks an amount equal to the accrued interest on the amount prepaid plus a prepayment fee equal to the amount (if any) by which: (1) the additional interest which would have been payable on the amount prepaid had it not been paid until the last day of the Eurodollar Period, exceeds (2) the interest which would have been recoverable by placing the amount prepaid on deposit in the Eurodollar market for a period starting on the date on which it was prepaid and ending on the last day of the Eurodollar Period for such portion, plus all reasonable out-of-pocket expenses incurred by Banks and reasonably attributable to such payment or prepayment; provided that no prepayment fee shall be payable (and no credit or rebate shall be required) if the product of the foregoing formula is not positive. Each Bank's determination of the amount of any prepayment fee payable under this Section 3.3(c) shall be conclusive in the absence of manifest error. (d) Borrowers hereby indemnify each Bank against, and agrees to hold each Bank harmless from and reimburse each Bank on demand for, all reasonable costs, expenses, claims, penalties, liabilities, losses, legal fees and damages (including, without limitation, any interest paid by any Bank for deposits in dollars in the Designated Eurodollar Market and any loss sustained by any Bank in connection with the reemployment of funds) incurred or sustained by such Bank, as reasonably determined by such Bank, as a result of any failure of Borrowers to borrow on the date or in the amount specified in any Request for Loan or Request for Redesignation of Loans; provided that such Bank shall not be entitled to indemnification for any loss caused by its own gross negligence or willful misconduct. The determination of such amount by each Bank shall be conclusive in the absence of manifest error. (e) Any Bank requesting any payment from Borrowers under this Section 3.3, shall, at the request of Borrowers, provide reasonable detail to Borrowers regarding the manner in which the amount of any such payment has been determined.

Eurodollar Fees and Costs. (a) If, after the date hereof, the existence or occurrence of any Special Eurodollar Circumstance shall, in the reasonable discretion of any Bank, make it unlawful, impossible or impracticable for such Bank or its Eurodollar Lending Office to make or maintain any Eurodollar Loan, or materially restrict the authority of such Bank to purchase or sell, or to take deposits of, dollars in the Designated Eurodollar Market, or to determine or charge interest rates based upon the Eurodollar Rate, then such Bank will notify Agent and such Bank's obligation to make Eurodollar Loans shall be suspended for the duration of such illegality, impossibility or impracticability and Agent forthwith shall give notice thereof to the other Banks and Borrowers. Upon receipt of such notice, the outstanding principal amount of such Bank's Eurodollar Loans, together with accrued interest thereon, automatically shall be converted to Prime Rate Loans on either (1) the last day of the Eurodollar Period(s) applicable to such Eurodollar Loans if such Bank may lawfully continue to maintain and fund such Eurodollar Loans to such day(s) or (2) immediately if such Bank may not lawfully continue to fund and maintain such Eurodollar Loans to such day(s), provided that in such event the conversion shall not be subject to payment of a prepayment fee under Section 3.3(c). In the event that such Bank is unable, for the reasons set forth above, to make, maintain or fund any Eurodollar Loan, such Bank shall fund such amount as a Prime Rate Loan, and such amount shall be treated in all respects as a Prime Rate Loan. (b) If, with respect to any proposed Eurodollar Loan: (1) Agent reasonably determines that, by reason of Special Eurodollar Circumstances, deposits in dollars (in the applicable amounts) are not being offered to each of the Banks in the Designated Eurodollar Market for the applicable Eurodollar Period; or (2) the Requisite Banks advise Agent that the Eurodollar Rate as determined by the Banks (i) does not represent the effective pricing to the Banks for deposits in dollars in the Designated Eurodollar Market in the relevant amount for the applicable Eurodollar Period, or (ii) will not adequately and fairly reflect the cost to such Banks of making the applicable Eurodollar Loans; then Agent forthwith shall give notice thereof to Borrowers and the Banks, whereupon until Agent notifies Borrowers that the circumstances giving rise to such suspension no longer exist, and the obligation of the Banks to make any future Eurodollar Loans shall be suspended. (c) Upon payment or prepayment of any Eurodollar Loan, or conversion of a Eurodollar Loan to a Prime Rate Loan (other than as the result of a conversion required under Section 3.3(a)), on a day other than the last day in the applicable Eurodollar Period (whether voluntarily, involuntarily, by reason of acceleration, or otherwise), Borrowers shall pay to the Banks an amount equal to the accrued interest on the amount prepaid plus a prepayment fee equal to the amount (if any) by which: (1) the additional interest which would have been payable on the amount prepaid had it not been paid until the last day of the Eurodollar Period, exceeds (2) the interest which would have been recoverable by placing the amount prepaid on deposit in the Eurodollar market for a period starting on the date on which it was prepaid and ending on the last day of the Eurodollar Period for such portion, plus all reasonable out-of-pocket expenses incurred by Banks and reasonably attributable to such payment or prepayment; provided that no prepayment fee shall be payable (and no credit or rebate shall be required) if the product of the foregoing formula is not positive. Each Bank's determination of the amount of any prepayment fee payable under this Section 3.3(c) shall be conclusive in the absence of manifest error. (d) Borrowers hereby indemnify each Bank against, and agrees to hold each Bank harmless from and reimburse each Bank on demand for, all reasonable costs, expenses, claims, penalties, liabilities, losses, legal fees and damages (including, without limitation, any interest paid by any Bank for deposits in dollars in the Designated Eurodollar Market and any loss sustained by any Bank in connection with the reemployment of funds) incurred or sustained by such Bank, as reasonably determined by such Bank, as a result of any failure of Borrowers to borrow on the date or in the amount specified in any Request for Loan or Request for Redesignation of Loans; provided that such Bank shall not be entitled to indemnification for any loss caused by its own gross negligence or willful misconduct. The determination of such amount by each Bank shall be conclusive in the absence of manifest error. (e) Any Bank requesting any payment from Borrowers under this Section 3.3, shall, at the request of Borrowers, provide reasonable detail to Borrowers regarding the manner in which the amount of any such payment has been determined.

Eurodollar Fees and Costs. (a) If, after the date hereof, the existence or occurrence of any Special Eurodollar Circumstance shall, in the reasonable discretion of any Bank, make it unlawful, impossible or impracticable for such Bank or its Eurodollar Lending Office to make or maintain any Eurodollar Loan, or materially restrict the authority of such Bank to purchase or sell, or to take deposits of, dollars in the Designated Eurodollar Market, or to determine or charge interest rates based upon the Eurodollar Rate, then such Bank will notify Agent and such Bank's obligation to make Eurodollar Loans shall be suspended for the duration of such illegality, impossibility or impracticability and Agent forthwith shall give notice thereof to the other Banks and Borrowers. Upon receipt of such notice, the outstanding principal amount of such Bank's Eurodollar Loans, together with accrued interest thereon, automatically shall be converted to Prime Rate Loans on either (1) the last day of the Eurodollar Period(s) applicable to such Eurodollar Loans if such Bank may lawfully continue to maintain and fund such Eurodollar Loans to such day(s) or (2) immediately if such Bank may not lawfully continue to fund and maintain such Eurodollar Loans to such day(s), provided that in such event the conversion shall not be subject to payment of a prepayment fee under Section 3.3(c). In the event that such Bank is unable, for the reasons set forth above, to make, maintain or fund any Eurodollar Loan, such Bank shall fund such amount as a Prime Rate Loan, and such amount shall be treated in all respects as a Prime Rate Loan. (b) If, with respect to any proposed Eurodollar Loan: (1) Agent reasonably determines that, by reason of Special Eurodollar Circumstances, deposits in dollars (in the applicable amounts) are not being offered to each of the Banks in the Designated Eurodollar Market for the applicable Eurodollar Period; or (2) the Requisite Banks advise Agent that the Eurodollar Rate as determined by the Banks (i) does not represent the effective pricing to the Banks for deposits in dollars in the Designated Eurodollar Market in the relevant amount for the applicable Eurodollar Period, or (ii) will not adequately and fairly reflect the cost to such Banks of making the applicable Eurodollar Loans; then Agent forthwith shall give notice thereof to Borrowers and the Banks, whereupon until Agent notifies Borrowers that the circumstances giving rise to such suspension no longer exist, and the obligation of the Banks to make any future Eurodollar Loans shall be suspended. (c) Upon payment or prepayment of any Eurodollar Loan, or conversion of a Eurodollar Loan to a Prime Rate Loan (other than as the result of a conversion required under Section 3.3(a)), on a day other than the last day in the applicable Eurodollar Period (whether voluntarily, involuntarily, by reason of acceleration, or otherwise), Borrowers shall pay to the Banks an amount equal to the accrued interest on the amount prepaid plus a prepayment fee equal to the amount (if any) by which: (1) the additional interest which would have been payable on the amount prepaid had it not been paid until the last day of the Eurodollar Period, exceeds (2) the interest which would have been recoverable by placing the amount prepaid on deposit in the Eurodollar market for a period starting on the date on which it was prepaid and ending on the last day of the Eurodollar Period for such portion, plus all reasonable out-of-pocket expenses incurred by Banks and reasonably attributable to such payment or prepayment; provided that no prepayment fee shall be payable (and no credit or rebate shall be required) if the product of the foregoing formula is not positive. Each Bank's determination of the amount of any prepayment fee payable under this Section 3.3(c) shall be conclusive in the absence of manifest error. (d) Borrowers hereby indemnify each Bank against, and agrees to hold each Bank harmless from and reimburse each Bank on demand for, all reasonable costs, expenses, claims, penalties, liabilities, losses, legal fees and damages (including, without limitation, any interest paid by any Bank for deposits in dollars in the Designated Eurodollar Market and any loss sustained by any Bank in connection with the reemployment of funds) incurred or sustained by such Bank, as reasonably determined by such Bank, as a result of any failure of Borrowers to borrow on the date or in the amount specified in any Request for Loan or Request for Redesignation of Loans; provided that such Bank shall not be entitled to indemnification for any loss caused by its own gross negligence or willful misconduct. The determination of such amount by each Bank shall be conclusive in the absence of manifest error. (e) Any Bank requesting any payment from Borrowers under this Section 3.3, shall, at the request of Borrowers, provide reasonable detail to Borrowers regarding the manner in which the amount of any such payment has been determined.

Eurodollar Fees and Costs. (a) If, after the date hereof, the existence or occurrence of any Special Eurodollar Circumstance shall, in the reasonable discretion of any Bank, make it unlawful, impossible or impracticable for such Bank or its Eurodollar Lending Office to make or maintain any Eurodollar Loan, or materially restrict the authority of such Bank to purchase or sell, or to take deposits of, dollars in the Designated Eurodollar Market, or to determine or charge interest rates based upon the Eurodollar Rate, then such Bank will notify Agent and such Bank's obligation to make Eurodollar Loans shall be suspended for the duration of such illegality, impossibility or impracticability and Agent Bank forthwith shall give notice thereof to the other Banks and Borrowers. Upon receipt of such notice, the outstanding principal amount of such Bank's Eurodollar Loans, together with accrued interest thereon, automatically shall be converted to Prime Rate Loans on either (1) the last day of the Eurodollar Period(s) applicable to such Eurodollar Loans if such Bank may lawfully continue to maintain and fund such Eurodollar Loans to such day(s) or (2) immediately if such Bank may not lawfully continue to fund and maintain such Eurodollar Loans to such day(s), provided that in such event the conversion shall not be subject to payment of a prepayment fee under Section 3.3(c). In the event that such Bank is unable, for the reasons set forth above, to make, maintain or fund any Eurodollar Loan, such Bank shall fund such amount as a Prime Rate Loan, and such amount shall be treated in all respects as a Prime Rate Loan. (b) If, with respect to any proposed Eurodollar Loan: (1) Agent Bank reasonably determines that, by reason of Special Eurodollar Circumstances, deposits in dollars (in the applicable amounts) are not being offered to each of the Banks Bank in the Designated Eurodollar Market for the applicable Eurodollar Period; or (2) the Requisite Banks advise Agent that the Eurodollar Rate as determined by the Banks Bank (i) does not represent the effective pricing to the Banks Bank for deposits in dollars in the Designated Eurodollar Market in the relevant amount for the applicable Eurodollar Period, or (ii) will not adequately and fairly reflect the cost to such Banks Bank of making the applicable Eurodollar Loans; then Agent Bank forthwith shall give notice thereof to Borrowers and the BanksBorrowers, whereupon until Agent Bank notifies Borrowers that the circumstances giving rise to such suspension no longer exist, and the obligation of the Banks Bank to make any future Eurodollar Loans shall be suspended. (c) Upon payment or prepayment of any Eurodollar Loan, or conversion of a Eurodollar Loan to a Prime Rate Loan Advance (other than as the result of a conversion required under Section 3.3(a)), on a day other than the last day in the applicable Eurodollar Period (whether voluntarily, involuntarily, by reason of acceleration, or otherwise), Borrowers shall pay to the Banks Bank an amount equal to the accrued interest on the amount prepaid plus a prepayment fee equal to the amount (if any) by which: (1) the additional interest which would have been payable on the amount prepaid had it not been paid until the last day of the Eurodollar Period, exceeds (2) the interest which would have been recoverable by placing the amount prepaid on deposit in the Eurodollar market for a period starting on the date on which it was prepaid and ending on the last day of the Eurodollar Period for such portion, plus all reasonable out-of-pocket expenses incurred by Banks Bank and reasonably attributable to such payment or prepayment; provided that no prepayment fee shall be payable (and no credit or rebate shall be required) if the product of the foregoing formula is not positive. Each Bank's determination of the amount of any prepayment fee payable under this Section 3.3(c) shall be conclusive in the absence of manifest error.reasonably (d) Borrowers hereby indemnify each Bank against, and agrees to hold each Bank harmless from and reimburse each Bank on demand for, all reasonable costs, expenses, claims, penalties, liabilities, losses, legal fees and damages (including, without limitation, any interest paid by any Bank for deposits in dollars in the Designated Eurodollar Market and any loss sustained by any Bank in connection with the reemployment of funds) incurred or sustained by such Bank, as reasonably determined by such Bank, as a result of any failure of Borrowers to borrow on the date or in the amount specified in any Request for Loan or Request for Redesignation of Loans; provided that such Bank shall not be entitled to indemnification for any loss caused by its own gross negligence or willful misconduct. The determination of such amount by each Bank shall be conclusive in the absence of manifest error. (e) Any If Bank requesting requests any payment from Borrowers under this Section 3.3, Bank shall, at the request of Borrowers, provide reasonable detail to Borrowers regarding the manner in which the amount of any such payment has been determined.