Common use of Increased Cost Clause in Contracts

Increased Cost. If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate); (ii) impose on any Lender or the London or other applicable offshore interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar Loans made by such Lender; or (iii) subject any Lender or the Administrative Agent to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; and the result of any of the foregoing shall be to increase the cost to such Lender of making, continuing, converting or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise), in each case by an amount deemed by that Lender in good faith to be material, then the Borrower will pay to such Lender, as the case may be, such additional amount or amounts as will compensate such Lender, as the case may be, for such additional costs incurred or reduction suffered.

Increased Cost. If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, deposit or liquidity or similar requirement (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate)) or any Issuing Bank; (ii) impose on any Lender or any Issuing Bank or the London or other applicable offshore interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar Loans made by such LenderLender or any Letter of Credit or participation therein; or (iii) subject any Lender Lender, the Issuing Bank or the Administrative Agent to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; and the result of any of the foregoing shall be to increase the cost to such Lender of making, continuing, converting or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or such Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or such Issuing Bank hereunder (whether of principal, interest or otherwise), in each case by an amount deemed by that Lender or Issuing Bank in good faith to be material, then the Borrower will pay to such LenderLender or such Issuing Bank, as the case may be, such additional amount or amounts as will compensate such LenderLender or such Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.

Increased Cost. (a) If any Change in Law shall: (i) Regulation D or (ii) after the date hereof, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any governmental or regulatory authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank with any request or directive (whether or not having the force of law) of any such governmental or regulatory authority, central bank or comparable agency (a "Regulatory Change"): (A) shall subject any Bank to any tax, duty or other charge with respect to its LIBOR Loans, its Note or its obligation to make LIBOR Loans, or shall change the basis of taxation of payments to any Bank of the principal of or interest on its LIBOR Loans or any other amounts due under this Agreement in respect of its LIBOR Loans or its obligation to make LIBOR Loans (except for taxes on or changes in the rate of tax on the overall net income of such Bank); or (B) shall impose, modify or deem applicable any reservereserve (including, without limitation, any reserve imposed by the Board of Governors of the Federal Reserve System), special deposit, liquidity capital or similar requirement (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended or committed to be extended by, any Lender (except Bank or shall, with respect to any such reserve requirement reflected in the Adjusted LIBO Rate); (ii) impose on any Lender Bank or the London interbank market, impose, modify or other deem applicable offshore interbank market any other conditioncondition affecting its LIBOR Loans, cost or expense (other than Taxes) affecting this Agreement or Eurodollar Loans made by such Lender; or (iii) subject any Lender or the Administrative Agent to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments or other obligations, Note or its deposits, reserves, other liabilities or capital attributable theretoobligation to make LIBOR Loans; and the result of any of the foregoing shall be is to increase the cost to (or in the case of Regulation D, to impose a cost on or increase the cost to) such Lender Bank of making, continuing, converting making or maintaining any Loan (or of maintaining its obligation to make any such LIBOR Loan) , or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principalBank under this Agreement or under its Note with respect thereto, interest or otherwise), in each case by an amount deemed by that Lender such Bank, in its good faith judgment, to be material, then and if such Bank is not otherwise fully compensated for such increase in cost or reduction in amount received or receivable by virtue of the inclusion of the reference to "LIBOR Reserve Percentage" in the calculation of the interest rate applicable to LIBOR Loans, then, within fifteen (15) days after notice by such Bank to Borrower will together with a copy of the official notice of the applicable change in law (if applicable) and a work sheet showing how the increase in cost or reduction in amount received or receivable was calculated (with a copy to the Agent and all of the other Banks), Borrower shall pay to for the account of such Lender, Bank as the case may beadditional interest, such additional amount or amounts as will compensate such Lender, as the case may be, Bank for such increased cost or reduction. Each Bank will promptly notify Borrower, the Agent and all of the other Banks of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section. The determination by any Bank under this Section of the additional costs incurred amount or reduction sufferedamounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount or amounts, such Bank may use any reasonable averaging and attribution methods. (b) If any Bank demands compensation under this Section, Borrower may at any time, upon at least two (2) Domestic Business Days' prior notice to such Bank and the Agent, repay in full its then outstanding LIBOR Loans from such Bank, together with all accrued and unpaid interest thereon to the date of prepayment and any funding losses and other amounts due under Section 2.10. Concurrently with repaying such LIBOR Loans of such Bank, Borrower may borrow from such Bank a Floating Rate Loan in an amount equal to the aggregate principal amount of such LIBOR Loans, and, if Borrower so elects, such Bank shall make such a Floating Rate Loan to Borrower.

Increased Cost. (a) If any Change in Law shall: (i) Regulation D or (ii) after the date hereof, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any governmental or regulatory authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank with any request or directive (whether or not having the force of law) of any such governmental or regulatory authority, central bank or comparable agency (a "Regulatory Change"): (A) shall subject any Bank to any tax, duty or other charge with respect to its LIBOR Loans, its Note or its obligation to make LIBOR Loans, or shall change the basis of taxation of payments to any Bank of the principal of or interest on its LIBOR Loans or any other amounts due under this Agreement in respect of its LIBOR Loans or its obligation to make LIBOR Loans (except for taxes on or changes in the rate of tax on the overall net income of such Bank); or (B) shall impose, modify or deem applicable any reservereserve (including, without limitation, any reserve imposed by the Board of Governors of the Federal Reserve System), special deposit, liquidity capital or similar requirement (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended or committed to be extended by, any Lender (except Bank or shall, with respect to any such reserve requirement reflected in the Adjusted LIBO Rate); (ii) impose on any Lender Bank or the London interbank market, impose, modify or other deem applicable offshore interbank market any other conditioncondition affecting its LIBOR Loans, cost or expense (other than Taxes) affecting this Agreement or Eurodollar Loans made by such Lender; or (iii) subject any Lender or the Administrative Agent to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments or other obligations, Note or its deposits, reserves, other liabilities or capital attributable theretoobligation to make LIBOR Loans; and the result of any of the foregoing shall be is to increase the cost to (or in the case of Regulation D, to impose a cost on or increase the cost to) such Lender Bank of making, continuing, converting making or maintaining any Loan (or of maintaining its obligation to make any such LIBOR Loan) , or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principalBank under this Agreement or under its Notes with respect thereto, interest or otherwise), in each case by an amount deemed by that Lender such Bank, in its good faith judgment, to be material, then and if such Bank is not otherwise fully compensated for such increase in cost or reduction in amount received or receivable by virtue of the inclusion of the reference to "LIBOR Reserve Percentage" in the calculation of the interest rate applicable to LIBOR Loans, then, within fifteen (15) days after notice by such Bank to Borrower will together with a copy of the official notice of the applicable change in law (if applicable) and a work sheet showing how the increase in cost or reduction in amount received or receivable was calculated (with a copy to the Agent and all of the other Banks), Borrower shall pay to for the account of such Lender, Bank as the case may beadditional interest, such additional amount or amounts as will compensate such Lender, as the case may be, Bank for such increased cost or reduction. Each Bank will promptly notify Borrower, the Agent and all of the other Banks of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section. The determination by any Bank under this Section of the additional costs incurred amount or reduction sufferedamounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount or amounts, such Bank may use any reasonable averaging and attribution methods. (b) If any Bank demands compensation under this Section, Borrower may at any time, upon at least two (2) Domestic Business Days' prior notice to such Bank and the Agent, repay in full its then outstanding LIBOR Loans from such Bank, together with all accrued and unpaid interest thereon to the date of prepayment and any funding losses and other amounts due under Section 2.10. Concurrently with repaying such LIBOR Loans of such Bank, Borrower may borrow from such Bank a Prime Loan in an amount equal to the aggregate principal amount of such LIBOR Loans, and, if Borrower so elects, such Bank shall make such a Prime Loan to Borrower.

Increased Cost. xx) (a) If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, deposit or liquidity or similar requirement (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate)) or any Issuing Bank; (ii) impose on any Lender or any Issuing Bank or the London or other applicable offshore interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar Loans made by such LenderLender or any Letter of Credit or participation therein; or (iii) subject any Lender Lender, the Issuing Bank or the Administrative Agent to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; and the result of any of the foregoing shall be to increase the cost to such Lender of making, continuing, converting or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or such Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or such Issuing Bank hereunder (whether of principal, interest or otherwise), in each case by an amount deemed by that Lender or Issuing Bank in good faith to be material, then the Borrower will pay to such LenderLender or such Issuing Bank, as the case may be, such additional amount or amounts as will compensate such LenderLender or such Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.

Increased Cost. If (a) If, after the date of this Agreement, the introduction of, or any Change change in, any applicable law, rule or regulation or in Law shall:the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof or compliance by any Lender with any request or directive of any such Governmental Authority, central bank or comparable agency (whether or not having the force of law): (i) shall subject any Lender to any tax, duty or other charge with respect to Loan made by it, any Letter of Credit or any Bankers' Acceptance, or its obligation to make, issue or create any of the foregoing, or shall change the basis of taxation of payments to such Lender of the principal of or interest on Loan made by it, any Letter of Credit or any Bankers' Acceptance, or its obligation to make, issue or create any of the foregoing (except for changes in the rate of tax on the overall net income of such Lender imposed by the jurisdiction, at any level, in which the principal executive office of such Lender is located); or (ii) shall impose, modify or deem applicable any reservereserve (including, without limitation, any reserve imposed by the Board of Governors of the Federal Reserve System), special deposit, liquidity deposit or similar requirement (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate); (ii) or shall impose on any Lender or the London or other applicable offshore interbank eurodollar market any other condition, cost or expense (other than Taxes) condition affecting this Agreement or its Eurodollar Loans made by such Lender; or (iii) subject any Lender or the Administrative Agent to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable theretorespective Notes; and the result of any of the foregoing shall be is to increase the cost to such Lender of making, continuing, converting making or maintaining any Loan (its Loans or issuing or participating in Letters of maintaining its obligation to make any such Loan) Credit or creating Bankers' Acceptances, or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principalunder this Agreement or under its Notes in respect thereof, interest or otherwise), in each case by an any amount deemed by that such Lender in good faith to be material, then then, within fifteen (15) days after receipt of written demand from such Lender, the Borrower will Borrowers agree to pay to such Lender, as the case may be, Lender such additional amount or amounts as will compensate such Lender, as the case may be, Lender for such increased cost or reduction. A certificate of such Lender setting forth in reasonable detail the basis for determining such additional costs incurred amount or reduction sufferedamounts necessary to compensate such Lender shall be conclusive in the absence of manifest error. (b) If any Lender shall have determined that the introduction of any applicable law, rule, regulation or guideline regarding capital adequacy, or any change therein or any change in the interpretation or administration thereof by any Governmental Authority or compliance by such Lender or any corporation controlling such Lender with any request, guideline or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and such Lender (taking into consideration such Lender's or such corporation's policies with respect to capital adequacy and such Lender's desired return on capital) determines that the

Increased Cost. xviii) (a) If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate); (ii) impose on any Lender or the London or other applicable offshore interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar Loans made by such Lender; or (iii) subject any Lender or the Administrative Agent to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; and the result of any of the foregoing shall be to increase the cost to such Lender of making, continuing, converting or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise), in each case by an amount deemed by that Lender in good faith to be material, then the Borrower will pay to such Lender, as the case may be, such additional amount or amounts as will compensate such Lender, as the case may be, for such additional costs incurred or reduction suffered.