Common use of INCREASED COSTS FOR EURODOLLAR LOANS Clause in Contracts

INCREASED COSTS FOR EURODOLLAR LOANS. If any Governmental Authority, central bank or other comparable authority, shall at any time after the date of this Agreement impose, modify or deem applicable any reserve (including, without limitation, any imposed by the Board of Governors of the Federal Reserve System but excluding any reserve requirement included in the Eurodollar Reserve Requirement of such Bank), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank, or shall impose on any Bank (or its Eurodollar lending office) or the Interbank Eurodollar market any other condition affecting its Eurodollar Advances, any Note, or its obligation to make Eurodollar Advances; and the result of any of the foregoing is to increase the cost to such Bank of making or maintaining its Eurodollar Advances, or to reduce the amount of any sum received or receivable by such Bank under this Agreement or the Note by an amount reasonably deemed by such Bank to be material; then, within five (5) days after demand by such Bank (with a copy to Agent), Borrowers shall pay to Agent, for the account of such Bank, such additional amount or amounts as will compensate such Bank for such increased cost or reduction. Each Bank will promptly notify Borrowers and Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section. A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. If any Bank demands compensation under this Section, then Borrowers may at any time, upon at least five (5) Business Days' prior notice to such Bank through Agent, either (i) repay in full the then outstanding Eurodollar Advances of such Bank, together with accrued interest thereon to the date of prepayment or (ii) convert such Eurodollar Advances to Floating Base Advances in accordance with the provisions of this Loan Agreement; provided, however, that Borrowers shall be liable for any Consequential Loss arising pursuant to such actions. Each Bank agrees to use good faith efforts to carry out its obligations under this Loan Agreement in such a way as to reduce the amount of Taxes attributable to the Revolving Credit Loans, including the use of a different lending office, as long as in the good faith opinion of such Bank such actions would not have a material adverse effect upon it.

INCREASED COSTS FOR EURODOLLAR LOANS. If any Governmental AuthorityTribunal, central bank or other comparable authority, shall at any time after the date of this Agreement impose, modify or deem applicable any reserve (including, without limitation, any imposed by the Board of Governors of the Federal Reserve System but excluding any reserve requirement included in the Eurodollar Reserve Requirement of such Bank), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank, or shall impose on any Bank (or its Eurodollar lending office) or the Interbank Eurodollar eurodollar market any other condition affecting its Eurodollar Advances, any Note, or its obligation to make Eurodollar Advances; and the result of any of the foregoing is to increase the cost to such Bank of making or maintaining its Eurodollar Advances, or to reduce the amount of any sum received or receivable by such Bank under this Agreement or the Note by an amount reasonably deemed by such Bank to be material; then, within five (5) days after demand by such Bank (with a copy to Agent), Borrowers shall pay to Agent, for the account of such Bank, such additional amount or amounts as will compensate such Bank for such increased cost or reduction. Each Bank will promptly notify Borrowers and Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section. A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. If any Bank demands compensation under this Section, then Borrowers may at any time, upon at least five (5) Business Days' prior notice to such Bank through Agent, either (i) repay in full the then outstanding Eurodollar Advances of such Bank, together with accrued interest thereon to the date of prepayment or (ii) convert such Eurodollar Advances to Floating Base Advances in accordance with the provisions of this Loan Agreement; provided, however, that Borrowers shall be liable for any Consequential Loss arising pursuant to such actions. Each Bank agrees to use good faith efforts to carry out its obligations under this Loan Agreement in such a way as to reduce the amount of Taxes attributable to the Revolving Credit Loans, including the use of a different lending office, as long as in the good faith opinion of such Bank such actions would not have a material adverse effect upon it.such

INCREASED COSTS FOR EURODOLLAR LOANS. If any Governmental Authority, central bank bank, or other comparable authority, authority shall at any time after the date of this Agreement impose, modify modify, or deem applicable any law, rule, regulation or guideline regarding capital adequacy or reserve (including, without limitation, any imposed by the Board of Governors of the Federal Reserve System or pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards" but excluding any reserve requirement included in the Eurodollar Reserve Requirement of such Bankeach Lender (or its Eurodollar lending office), ) special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, by any BankLender (or its Eurodollar lending office), or shall impose on any Bank Lender (or its Eurodollar lending office) or the Interbank applicable interbank Eurodollar market any other condition affecting any type of its Eurodollar AdvancesLoan, any its Note, or its the obligation to make any type of Eurodollar AdvancesLoan; and the result of any of the foregoing is to increase the cost to such Bank any Lender of making or maintaining its any type of Eurodollar AdvancesLoan, or to reduce the amount of any sum received or receivable by such Bank Lender under this Agreement or the under its Note with respect to any Eurodollar Loan, by an amount reasonably deemed by such Bank Lender to be material; , then, within five (5) days after demand by such Bank Lender (with a copy to Agent), Borrowers Borrower shall pay to Agent, for the account of such BankLender, such additional amount or amounts as will compensate such Bank Lender for such increased cost or reduction. Each Bank Lender will promptly notify Borrowers Borrower and Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank Lender to compensation pursuant to this SectionSECTION 4.3 and, in connection with Eurodollar Loans, will, to the extent possible, designate a different Eurodollar lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not be otherwise disadvantageous to any material extent to such Lender (as determined in good faith by such Lender). A certificate of any Bank such Lender claiming compensation under this Section SECTION 4.3 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. If any Bank Lender demands compensation under this SectionSECTION 4.3, then Borrowers Borrower may at any time, upon at least five three (53) Business Days' prior notice to such Bank through Agent, either Agent either: (ia) repay in full the then outstanding Eurodollar Advances principal amount of such BankEurodollar Loan, together with accrued interest thereon to the date of prepayment prepayment; or (iib) convert such Eurodollar Advances Loan to a Floating Base Advances Loan in accordance with the provisions of this Loan Agreement; provided, provided however, that Borrowers Borrower shall be liable for any Consequential Loss arising pursuant to such actions. Each Bank agrees to use good faith efforts to carry out its obligations under this Loan Agreement in such a way as to reduce the amount of Taxes attributable to the Revolving Credit Loans, including the use of a different lending office, as long as in the good faith opinion of such Bank such actions would not have a material adverse effect upon it.