Common use of Increased Cost Clause in Contracts

Increased Cost. If any Regulatory Change: (i) shall subject any Lender (or its Applicable Lending Office) to any tax, duty or other charge with respect to any Libor Balances or IBOR Balances, its Note or its obligation to make Libor Balances or IBOR Balances available to the Borrower or (as the case may be) issuing or participating in Letters of Credit, or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under this Agreement or its Note in respect of any Libor Balances or IBOR Balances (other than franchise taxes or taxes imposed on or measured by the net income of such Lender by the jurisdiction in which such Lender is organized, has its principal office or such Applicable Lending Office or is doing business); (ii) shall impose, modify or deem applicable any reserve, special deposit, assessment or similar requirement (other than the Eurodollar Reserve Percentage utilized in the determination of the Libor Rate or the IBOR Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the Commitment of such Lender hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office), the London interbank market or the offshore interbank market (with respect to the IBOR Rate) any other condition affecting this Agreement or its Note or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making, Converting into, Continuing or maintaining any Libor Balances or IBOR Balances or to reduce any sum received or receivable by such Lender (or its Applicable Lending Office) under this Agreement or its Note with respect to any Libor Balances or IBOR Balances, then the Borrower shall pay to such Lender on demand such amount or amounts as will compensate such Lender for such increased cost or reduction. If any Lender requests compensation by the Borrower under this Section 6.1(a), the Borrower may, by notice to such Lender (with a copy to the Agent), suspend the obligation of such Lender to make or maintain Libor Balances or IBOR Balances, or to Convert any portion of the Base Rate Balances into Libor Balances or IBOR Balances, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 6.4 shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested.

Increased Cost. If If, as a result of any Regulatory Change:, (iA) shall subject any Lender (or its Applicable Lending Office) to any tax, duty or other charge with respect to any Libor Balances or IBOR Balances, its Note or its obligation to make Libor Balances or IBOR Balances available to the Borrower or (as the case may be) issuing or participating in Letters of Credit, or change the basis of taxation of payments to Lender of the principal of or interest on any Eurodollar Loan or any other amounts payable to such Lender (or its Applicable Lending Office) under this Agreement or its Note in respect of any Libor Balances or IBOR Balances thereof (other than franchise taxes or taxes imposed on or measured by the overall net income of such Lender by the jurisdiction in which such Lender Lender) is organized, has its principal office or such Applicable Lending Office or is doing business);changed; or (iiB) shall impose, modify or deem applicable any reserve, special deposit, assessment deposit or similar requirement (other than the Eurodollar Reserve Percentage utilized in the determination of the Libor Rate or the IBOR Rate) requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender are imposed, modified or deemed applicable; or (or its Applicable Lending Office), including the Commitment of such Lender hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office), the London interbank market or the offshore interbank market (with respect to the IBOR RateC) any other condition affecting this Agreement or its Note or any of such extensions of credit or liabilities or commitmentsEurodollar Loan is imposed on Lender; and the result of any of the foregoing is to increase Lender reasonably determines that, by reason thereof, the cost to such Lender (or its Applicable Lending Office) of making, Converting into, Continuing making or maintaining any Libor Balances Eurodollar Loan is increased by an amount deemed by Lender to be material, or IBOR Balances or to reduce any sum received or amount receivable by Lender hereunder in respect of any Eurodollar Loan is reduced by an amount deemed by Lender to be material (such Lender (or its Applicable Lending Office) under this Agreement or its Note with respect to any Libor Balances or IBOR Balancesincreases in cost and reductions in amounts receivable being herein called "Increased Cost"), then the Borrower shall pay to such Lender on upon demand such additional amount or amounts as Lender reasonably determines will compensate such Lender it for such increased cost or reduction. If Increased Cost, but not in excess of the Maximum Amount (such demand to be accompanied by a written statement setting forth the basis for the calculation thereof); provided, however, notwithstanding any Lender requests compensation by the Borrower under this Section 6.1(a), the Borrower may, by notice to such Lender (with a copy prohibition against prepayment to the Agent)contrary in Section 2.9, suspend the obligation of such Lender to make or maintain Libor Balances or IBOR Balances, or to Convert any portion of the Base Rate Balances into Libor Balances or IBOR Balances, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 6.4 Borrower shall be applicable); provided that such suspension shall not affect have the right on the last Business Day of an Interest Period, upon such notice as agreed upon by Borrower and Lender, to convert any such Eurodollar Loan which is subject to an Increased Cost into a Domestic Loan, provided Borrower shall have paid Lender to receive such additional amount or amounts for such conversion and Increased Cost through the compensation so requesteddate of conversion.

Increased Cost. If If, after the Closing Date, any Regulatory ChangeChange or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any Governmental Authority, central bank, or comparable agency: (i) shall subject any such Lender (or its Applicable Lending Office) to any tax, duty duty, or other charge with respect to any Libor Balances or IBOR LIBOR Balances, its Note Note, or its obligation to make Libor Balances or IBOR LIBOR Balances available to the Borrower or (as the case may be) issuing or participating in Letters of CreditBorrower, or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under this Agreement or its Note in respect of any Libor Balances or IBOR LIBOR Balances (other than franchise taxes or taxes imposed on or measured by the net income of such Lender by the jurisdiction in which such Lender is organized, has its principal office or such Applicable Lending Office Office, or is doing business); (ii) shall impose, modify modify, or deem applicable any reserve, special deposit, assessment assessment, or similar requirement (other than the Eurodollar Reserve Percentage Requirement utilized in the determination of the Libor Rate or the IBOR Adjusted LIBOR Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the Commitment of such Lender hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office), ) or the London interbank market or the offshore interbank market (with respect to the IBOR Rate) any other condition affecting this Agreement or its Note or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to actually incurred by such Lender (or its Applicable Lending Office) of making, Converting into, Continuing Continuing, or maintaining any Libor Balances or IBOR LIBOR Balances or to reduce any sum received or receivable by such Lender (or its Applicable Lending Office) under this Agreement or its Note with respect to any Libor Balances or IBOR LIBOR Balances, then the Borrower shall pay to such Lender on demand the Quarterly Payment Date following such Lender's request such amount or amounts as will compensate such Lender for such increased cost or reduction. If any Lender requests compensation by the Borrower under this Section 6.1(a5.1(a), the Borrower may, by notice to such Lender (with a copy to the Agent), suspend the obligation of such Lender to make or maintain Libor Balances or IBOR LIBOR Balances, or to Convert any portion of the Base Prime Rate Balances into Libor Balances or IBOR LIBOR Balances, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 6.4 5.4 shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested.

Increased Cost. If The Borrower shall reimburse or compensate the Lender, upon demand, for all costs incurred, losses suffered or payments made by the Lender which are applied or reasonably allocated by the Lender to the transactions contemplated herein (all as determined by the Lender in its reasonable discretion) by reason of any Regulatory Change: (i) shall subject any Lender and all future reserve, deposit, capital adequacy or similar requirements against (or its Applicable Lending Office) to against any tax, duty or other charge with respect to any Libor Balances or IBOR Balances, its Note or its obligation to make Libor Balances or IBOR Balances available to the Borrower or (as the case may be) issuing or participating in Letters class of Credit, or change the basis of taxation of any amounts payable to such Lender (in or its Applicable Lending Office) under this Agreement or its Note in respect of any Libor Balances or IBOR Balances (other than franchise taxes or taxes imposed on or measured by the net income of such Lender by the jurisdiction in which such Lender is organized, has its principal office or such Applicable Lending Office or is doing business); (ii) shall impose, modify or deem applicable any reserve, special deposit, assessment or similar requirement (other than the Eurodollar Reserve Percentage utilized in the determination of the Libor Rate or the IBOR Rateamount of) relating to any extensions of credit or other assets ofassets, or any deposits with or other liabilities or commitments of, such or extensions of credit by, the Lender or Change in Law or in the interpretation or application thereof after the date hereof; and compliance by the Lender with any directive, or requirements from any regulatory authority, whether or not having the force of law (or its Applicable Lending Officeincluding any Tax (other than Indemnified Taxes and Excluded Taxes)), including provided that (i) such amounts shall be consistent with amounts that the Commitment Lender is generally charging other borrowers similarly situated to the Borrower under substantially similar facilities with substantially similar assets from whom the Lender is entitled to seek such compensation, (ii) the Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if such designation or assignment would eliminate or reduce any such amounts (and the Borrower hereby agrees to pay all reasonable costs and expenses incurred by the Lender hereunder; or in connection with any such designation or assignment), (iii) the Lender shall impose on such Lender (or its Applicable Lending Office), the London interbank market or the offshore interbank market (with respect deliver a certificate to the IBOR Rate) any other condition affecting this Agreement or its Note or any of such extensions of credit or liabilities or commitments; Borrower setting forth in reasonable detail the additional amounts to be paid to it hereunder and the result of any of the foregoing is to increase the cost to calculations used in determining such Lender amounts shall be conclusive absent manifest error and (or its Applicable Lending Officeiv) of making, Converting into, Continuing or maintaining any Libor Balances or IBOR Balances or to reduce any sum received or receivable by such Lender (or its Applicable Lending Office) under this Agreement or its Note with respect to any Libor Balances or IBOR Balances, then the Borrower shall pay not be required to such compensate the Lender on demand such amount or amounts as will compensate such Lender for such increased cost or reduction. If any Lender requests compensation by the Borrower under pursuant to this Section 6.1(a), the Borrower may, by notice to such Lender (with a copy 8(m) for any increased costs or reductions incurred more than 180 days prior to the Agent)date that the Lender demands compensation from the Borrower; provided that, suspend the obligation of if such Lender to make Change in Law or maintain Libor Balances or IBOR Balances, or to Convert any portion of the Base Rate Balances into Libor Balances or IBOR Balances, until the other event or condition giving rise to such request ceases increased costs or reductions is retroactive, then the 180-day period referred to be in effect (in which case the provisions of Section 6.4 above shall be applicable); provided that such suspension shall not affect extended to include the right period of such Lender to receive the compensation so requestedretroactive effect thereof.

Increased Cost. If If, after the Closing Date, any Regulatory ChangeChange or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any Governmental Authority, central bank, or comparable agency: (i) shall subject any such Lender (or its Applicable Lending Office) to any tax, duty duty, or other charge with respect to any Libor Balances or IBOR BalancesAccounts, its Note Notes, or its obligation to make Libor Balances or IBOR Balances available to the Borrower or (as the case may be) issuing or participating in Letters of CreditAccounts, or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under this Agreement or its Note Notes in respect of any Libor Balances or IBOR Balances Accounts (other than franchise taxes or taxes imposed on or measured by the net income of such Lender by the jurisdiction in which such Lender is organized, has its principal office or such Applicable Lending Office or is doing business); (ii) shall impose, modify modify, or deem applicable any reserve, special deposit, assessment assessment, or similar requirement (other than the Eurodollar Reserve Percentage Requirement utilized in the determination of the Adjusted Libor Rate or the IBOR Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the Commitment Commitments of such Lender hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office), ) or the London interbank market or the offshore interbank market (with respect to the IBOR Rate) any other condition affecting this Agreement or its Note Notes or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making, Converting into, Continuing Continuing, or maintaining any Libor Balances or IBOR Balances Accounts or to reduce any sum received or receivable by such Lender (or its Applicable Lending Office) under this Agreement or its Note Notes with respect to any Libor Balances or IBOR BalancesAccounts, then the Borrower shall pay to such Lender on demand such amount or amounts as will compensate such Lender for such increased cost or reduction. If any Lender requests compensation by the Borrower under this Section 6.1(aSECTION 6.1(A), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or maintain Libor Balances or IBOR BalancesAccounts, or to Convert any portion of the Base Rate Balances Accounts into Libor Balances or IBOR BalancesAccounts, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section SECTION 6.4 shall be applicable); provided PROVIDED that such suspension shall not affect the right of such Lender to receive the compensation so requested.

Increased Cost. If any Regulatory Change: (i) shall subject any Lender (or its Applicable Lending Office) to any tax, duty or other charge with respect to any Loan whose interest is determined by reference to the Libor Balances or IBOR BalancesBase Rate, its Note or its obligation to make any Loan whose interest is determined by reference to the Libor Balances or IBOR Balances Base Rate available to the Borrower or (as the case may be) issuing or participating in Letters of Credit, or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under this Agreement or its Note in respect of any Loan whose interest is determined by reference to the Libor Balances or IBOR Balances Base Rate (other than franchise taxes or taxes imposed on or measured by the net income of such Lender by the jurisdiction in which such Lender is organized, has its principal office or such Applicable Lending Office or is doing business); (ii) shall impose, modify or deem applicable any reserve, special deposit, assessment compulsory loan, insurance charge or similar requirement (other than the Eurodollar Eurocurrency Reserve Percentage utilized in the determination of the Libor Rate or the IBOR Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the Commitment of such Lender hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office), the London applicable interbank market or the offshore interbank market (with respect to the IBOR Rate) any other condition affecting this Agreement or its Note or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making, Converting into, Continuing or maintaining any Loan whose interest is determined by reference to the Libor Balances or IBOR Balances Base Rate or to reduce any sum received or receivable by such Lender (or its Applicable Lending Office) under this Agreement or its Note with respect to any Loan whose interest is determined by reference to the Libor Balances or IBOR BalancesBase Rate, then the Borrower shall pay to such Lender on demand such amount or amounts as will compensate such Lender for such increased cost or reduction. If any Lender requests compensation by the Borrower under this Section 6.1(a), the Borrower may, by notice to such Lender (with a copy to the Agent), suspend the obligation of such Lender to make or maintain any Loan whose interest is determined by reference to the Libor Balances or IBOR BalancesBase Rate, or to Convert any portion of the Base Rate Balances Loans into Libor Balances or IBOR BalancesLoans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 6.4 shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested.

Increased Cost. If If, after the date hereof, any Regulatory ChangeChange or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any Governmental Authority, central bank, or comparable agency: (i) shall subject any such Lender (or its Applicable Lending Office) to any tax, duty duty, or other charge with respect to any Libor Balances or IBOR BalancesAccounts, its Note Notes, or its obligation to make Libor Balances or IBOR Balances available to the Borrower or (as the case may be) issuing or participating in Letters of CreditAccounts, or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under this Agreement or its Note Notes in respect of any Libor Balances or IBOR Balances Accounts (other than franchise taxes or taxes imposed on or measured by the net income of such Lender by the jurisdiction in which such Lender is organized, has its principal office or such Applicable Lending Office or is doing business); (ii) shall impose, modify modify, or deem applicable any reserve, special deposit, assessment assessment, or similar requirement (other than the Eurodollar Reserve Percentage Requirement utilized in the determination of the Adjusted Libor Rate or the IBOR Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the Commitment Commitments of such Lender hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office), ) or the London interbank market or the offshore interbank market (with respect to the IBOR Rate) any other condition affecting this Agreement or its Note Notes or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) by an amount deemed by such Lender to be material of making, Converting into, Continuing Continuing, or maintaining any Libor Balances or IBOR Balances Accounts or to reduce any sum received or receivable by such Lender (or its Applicable Lending Office) under this Agreement or its Note Notes with respect to any Libor Balances or IBOR BalancesAccounts, then the Borrower shall pay to such Lender on demand such amount or amounts as will compensate such Lender for such increased cost or reduction. If any Lender requests compensation by the Borrower under this Section 6.1(a), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or maintain Libor Balances or IBOR BalancesAccounts, or to Convert any portion of the Base Rate Balances Accounts into Libor Balances or IBOR BalancesAccounts, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 6.4 shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested.

Increased Cost. (a) If any Regulatory Change: (i) shall subject any Lender (or its Applicable Lending Office) to any tax, duty or other charge with respect to any Libor Balances or IBOR Balances, its Note or its obligation to make Libor Balances or IBOR Balances available to the Borrower or (as the case may be) issuing or participating in Letters of Credit, or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under this Agreement or its Note in respect of any Libor Balances or IBOR Balances (other than franchise taxes or taxes imposed on or measured by the net income of such Lender by the jurisdiction in which such Lender is organized, has its principal office or such Applicable Lending Office or is doing business); (ii) shall impose, modify or deem applicable any reserve, special deposit, assessment or similar requirement (other than the Eurodollar Reserve Percentage utilized in the determination of the Libor Rate or the IBOR Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the Commitment of such Lender hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office), the London interbank market or the offshore interbank market (with respect to the IBOR Rate) any other condition affecting this Agreement or its Note or any of such extensions of credit or liabilities or commitments; Change occurs and the result of any of the foregoing such Regulatory Change is to increase the cost to such Lender (or its Applicable Lending Officein the case of Regulation D, to impose a cost on or increase the cost to) Lender of making, Converting intomaintaining or funding any LIBOR Loan, Continuing or maintaining any Libor Balances or IBOR Balances or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) under this Agreement or its under the Revolving Credit Note with respect thereto, by an amount deemed by Lender, in its good faith judgment, to any Libor Balances be material, and if Lender is not otherwise fully compensated for such increase in cost or IBOR Balancesreduction 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 then, within fifteen (15) days after notice by Lender to Borrower 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, Borrower shall pay to Lender, as additional interest, such Lender on demand such additional amount or amounts as will compensate such Lender for such increased cost or reduction. If Lender will promptly notify Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle Lender requests to compensation pursuant to this Section. The determination by the Borrower Lender under this Section 6.1(a)of the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount or amounts, the Lender may use any reasonable averaging and attribution methods. (b) If Lender demands compensation under this Section, Borrower maymay at any time, by upon at least two (2) Domestic Business Days' prior notice to such Lender (Lender, repay in full its then outstanding LIBOR Loans from Lender, together with a copy all accrued and unpaid interest thereon to the Agent)date of prepayment and any funding losses and other amounts due under Section 2.12. Concurrently with repaying such LIBOR Loans, suspend Borrower may borrow from Lender a Prime Loan in an amount equal to the obligation aggregate principal amount of such LIBOR Loans, and, if Borrower so elects, Lender shall make such a Prime Loan to make or maintain Libor Balances or IBOR Balances, or to Convert any portion of the Base Rate Balances into Libor Balances or IBOR Balances, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 6.4 shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requestedBorrower.

Increased Cost. (a) If any Regulatory Change:Change occurs that has or would have the effect of: ACTIVE/105942580.15 (i) shall subject any Lender (imposing, modifying or its Applicable Lending Office) to any tax, duty or other charge with respect to any Libor Balances or IBOR Balances, its Note or its obligation to make Libor Balances or IBOR Balances available to the Borrower or (as the case may be) issuing or participating in Letters of Credit, or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under this Agreement or its Note in respect of any Libor Balances or IBOR Balances (other than franchise taxes or taxes imposed on or measured by the net income of such Lender by the jurisdiction in which such Lender is organized, has its principal office or such Applicable Lending Office or is doing business); (ii) shall impose, modify or deem deeming applicable any reserve, special deposit, assessment compulsory loan, insurance charge or similar requirement (other than the Eurodollar Reserve Percentage utilized in the determination of the Libor Rate or the IBOR Rate) relating to any extensions of credit or other against assets of, or any deposits with or other liabilities or commitments for the account of, such Lender (or its Applicable Lending Office)credit extended or participated in by, including the Commitment of such Lender hereunderLender; or (iiiii) shall impose imposing on such Lender (or its Applicable Lending Office), the London interbank market or the offshore interbank market (with respect to the IBOR Rate) any other condition condition, cost or expense affecting this Agreement or its Note or any of such extensions of credit or liabilities or commitmentsLoan made by Lender; and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making, Converting into, Continuing or maintaining any Libor Balances or IBOR Balances or shall be to reduce any sum received the rate of return on the capital of Lender as a consequence of its obligations hereunder or receivable by arising in connection herewith to a level below that which Lender could have achieved but for such introduction, change or compliance (taking into consideration the policies of Lender (or its Applicable Lending Office) under this Agreement or its Note with respect to any Libor Balances or IBOR Balancescapital adequacy) by an amount deemed by Lender to be material, then from time to time, on the first Quarterly Payment Date occurring at least thirty (30) days after demand by Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a description of the computation of such demand), Borrower shall pay directly to Lender such Lender on demand such additional amount or amounts as will compensate such Lender for such reduction. Lender will take such actions reasonably requested by Borrower, at the expense of Borrower, if such actions will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of Lender, be otherwise disadvantageous to it or inconsistent with its internal policies and procedures. In no event will Lender be expected or required to monitor the occurrence of any of the events or contingencies described in this Section 3.04(a). Notwithstanding the foregoing, in no event shall Borrower be required to compensate Lender pursuant to this Section 3.04 for any amounts under this Section 3.04 incurred more than one hundred and eighty (180) days prior to the date that Lender notifies Borrower of such amount and of Lender’s intention to claim compensation therefor. (b) In determining any amount provided for in this Section 3.04, Lender shall use commercially reasonable averaging and attribution methods. If Lender makes a claim under this Section, it shall submit to Borrower a certificate setting forth the basis for such demand and a description of the computation of such demand as to such additional or increased cost or reduction. If any Lender requests compensation by the Borrower under this Section 6.1(a), the Borrower may, by notice to such Lender (with a copy to the Agent), suspend the obligation of such Lender to make or maintain Libor Balances or IBOR Balances, or to Convert any portion of the Base Rate Balances into Libor Balances or IBOR Balances, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 6.4 certificate shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requestedconclusive absent manifest error.

Increased Cost. If any Regulatory Change: (ia) shall subject any Lender (or its Applicable Lending Office) to any tax, duty or other charge with respect to any Libor Balances or IBOR Balancesits LIBOR Advances, its Note Notes or its obligation to make Libor Balances LIBOR Advances or IBOR Balances available to the Borrower or (as the case may be) issuing or participating in Letters of Credit, or shall change the basis of taxation of payment to any amounts payable to such Lender (or its Applicable Lending Office) of the principal of or interest on its LIBOR Advances or any other amounts due under this Agreement or its Note in respect of any Libor Balances its LIBOR Advances or IBOR Balances its obligation to make LIBOR Advances (other than franchise taxes or taxes imposed except for changes in the rate of tax on or measured by the overall net income of such Lender or its Applicable Lending Office imposed by the jurisdiction in which such Lender is organized, has its Lender’s principal office or such Applicable Lending Office or is doing businesslocated);; or (iib) shall impose, modify or deem applicable any reserve, special deposit, assessment deposit or similar requirement (other than including, without limitation, any such requirement imposed by the Eurodollar Reserve Percentage utilized Board, but excluding with respect to any LIBOR Advance any such requirement to the extent included in calculating the determination of the Libor Rate or the IBOR applicable Adjusted LIBOR Rate) relating to any extensions of credit or other against assets of, or any deposits with or other liabilities or commitments for the account of, such or credit extended by, any Lender’s Applicable Lending Office or against Letters of Credit or shall impose on any Lender (or its Applicable Lending Office), including the Commitment of such Lender hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office), the London interbank market or the offshore interbank Eurodollar market (with respect to the IBOR Rate) any other condition affecting this Agreement its LIBOR Advances, its Notes or its Note obligation to make LIBOR Advances or affecting any Letter of such extensions of credit or liabilities or commitmentsCredit; and and (c) the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making, Converting into, Continuing making or maintaining any Libor Balances LIBOR Advance or IBOR Balances issuing or maintaining any Letter of Credit, or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) under this Agreement or under its Note Notes, then, within 30 days after demand by such Lender (with respect a copy to any Libor Balances or IBOR Balancesthe Agent), then the Borrower shall pay to the applicable Lender such Lender on demand such additional amount or amounts as will compensate such Lender for such increased cost or reduction. Each Lender will promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 2.23 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. If any Lender requests fails to give such notice within 45 days after it obtains knowledge of such an event, such Lender shall, with respect to compensation by the Borrower payable pursuant to this Section 2.23, only be entitled to payment under this Section 6.1(a), 2.23 for costs incurred from and after the Borrower may, by notice date 45 days prior to the date that such Lender (does give such notice. A certificate of any Lender claiming compensation under this Section 2.23, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of error. In determining such amount, any Lender may use any reasonable averaging and attribution methods. Failure on the part of any Lender to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a copy to the Agent), suspend the obligation waiver of such Lender Lender’s rights to make demand compensation for any increased costs or maintain Libor Balances reduction in amounts received or IBOR Balances, or to Convert receivable in any portion of the Base Rate Balances into Libor Balances or IBOR Balances, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 6.4 shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requestedsubsequent Interest Period.

Increased Cost. If If, after the Closing Date, any Regulatory ChangeChange or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any Governmental Authority, central bank or comparable agency: (i) shall subject any such Lender (or its Applicable Lending Office) to any tax, duty or other charge with respect to any Libor Balances or IBOR Balances, its Note or its obligation to make Libor Balances or IBOR Balances available to the Borrower or (as the case may be) issuing or participating in Letters of Credit, or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under this Agreement or its Note in respect of any Libor Balances or IBOR Balances (other than franchise taxes or taxes imposed on or measured by the net income of such Lender by the jurisdiction in which such Lender is organized, has its principal office or such Applicable Lending Office or is doing business); (ii) shall impose, modify or deem applicable any reserve, special deposit, assessment or similar requirement (other than the Eurodollar Reserve Percentage utilized in the determination of the Libor Rate or the IBOR Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the Commitment of such Lender hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office), the London interbank market or the offshore interbank market (with respect to the IBOR Rate) any other condition affecting this Agreement or its Note or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making, Converting into, Continuing or maintaining any Libor Balances or IBOR Balances or to reduce any sum received or receivable by such Lender (or its Applicable Lending Office) under this Agreement or its Note with respect to any Libor Balances or IBOR Balances, then the Borrower shall pay to such Lender on demand such amount or amounts as will compensate such Lender for such increased cost or reduction. If any Lender requests compensation by the Borrower under this Section 6.1(a), the Borrower may, by notice to such Lender (with a copy to the Agent), suspend the obligation of such Lender to make or maintain Libor Balances or IBOR Balances, or to Convert any portion of the Base Rate Balances into Libor Balances or IBOR Balances, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 6.4 shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested.