Common use of Increased Costs for LIBOR Loans Clause in Contracts

Increased Costs for LIBOR Loans. If, after the date hereof, any Governmental Authority, central bank or other comparable authority, shall at any time impose, modify or deem applicable any reserve (including, without limitation, any imposed by the Board of Governors of the Federal Reserve System), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by Lender or shall impose on Lender (or its eurodollar lending office) or the interbank eurodollar market any other condition affecting its LIBOR Loans, the Revolving Note or Lender's obligation to make LIBOR Loans; and the result of any of the foregoing is to increase the cost to Lender of making or maintaining LIBOR Loans, or to reduce the amount of any sum received or receivable by Lender under this Agreement, or under the Revolving Note, by an amount reasonably deemed by Lender to be material, then, within five days after demand by Lender, Borrower shall pay to Lender such additional amount or amounts as will compensate Lender for such increased cost or reduction. Lender will (i) notify Borrower of any event occurring after the date of this Agreement which will entitle Lender to compensation pursuant to this subsection as promptly as practicable (but in any event within 120 days) after Lender obtains actual knowledge of such event, and Borrower shall not be liable for any such increased costs that accrue between the date such notification is required to be given and the date it was actually given and (ii) use good faith and reasonable efforts to designate a different lending office for Lender's LIBOR Loans if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable opinion of Lender, be materially disadvantageous to Lender. A certificate of Lender claiming compensation under this Section and setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder shall be prima facie evidence thereof.

Increased Costs for LIBOR Loans. If, after the date hereof, any Governmental Authority, central bank or other comparable authority, shall at any time impose, modify or deem applicable any reserve (including, without limitation, any imposed by the Board of Governors of the Federal Reserve System), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by Lender or shall impose on Lender (or its eurodollar lending office) or the interbank eurodollar market any other condition affecting its LIBOR Loans, the Revolving Note or Lender's ’s obligation to make LIBOR Loans; and the result of any of the foregoing is to increase the cost to Lender of making or maintaining LIBOR Loans, or to reduce the amount of any sum received or receivable by Lender under this Agreement, or under the Revolving Note, by an amount reasonably deemed by Lender to be material, then, within five days after demand by Lender, Borrower shall pay to Lender such additional amount or amounts as will compensate Lender for such increased cost or reduction. Lender will (i) notify Borrower of any event occurring after the date of this Agreement which will entitle Lender to compensation pursuant to this subsection as promptly as practicable (but in any event within 120 days) after Lender obtains actual knowledge of such event, and Borrower shall not be liable for any such increased costs that accrue between the date such notification is required to be given and the date it was actually given and (ii) use good faith and reasonable efforts to designate a different lending office for Lender's ’s LIBOR Loans if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable opinion of Lender, be materially disadvantageous to Lender. A certificate of Lender claiming compensation under this Section and setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder shall be prima facie evidence thereof.

Increased Costs for LIBOR Loans. If, after the date hereof, any Governmental Authority, central bank or other comparable authority, shall at any time impose, modify or deem applicable any reserve (including, without limitation, any imposed by the Board of Governors of the Federal Reserve System), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by Lender by, any Lender, or shall impose on any Lender (or its eurodollar lending office) or the interbank eurodollar market any other condition affecting its LIBOR Loans, the Revolving such Lender's Note or Lender's its obligation to make LIBOR Loans; and the result of any of the foregoing is to increase the cost to such Lender of making or maintaining its LIBOR Loans, or to reduce the amount of any sum received or receivable by such Lender under this Agreement, or under the Revolving such Lender's Note, by an amount reasonably deemed by such Lender to be material, then, within five days after demand by such Lender, Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction. Such Lender will (i) notify Agent and Borrower of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this subsection as promptly as practicable (but in any event within 120 days) after such Lender obtains actual knowledge of such event, and Borrower shall not be liable for any such increased costs that accrue between the date such notification is required to be given and the date it was actually given and (ii) use good faith and reasonable efforts to designate a different lending office for such Lender's LIBOR Loans if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable opinion of such Lender, be materially disadvantageous to Lendersuch Lender (provided that any such foreign Lender shall have no obligation to so designate a lending office located in the United States of America). A certificate of such Lender claiming compensation under this Section and setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder shall be prima facie evidence thereof.conclusive in the absence of demonstrable error. If such Lender demands compensation under this Section, then Borrower may at any time, upon at least three Business Days' prior notice to such Lender, either (i) repay in full such Lender's then outstanding LIBOR Loans, together with accrued interest thereon to the date of prepayment or (ii) Convert such Lender's LIBOR Loans to Base Rate Loans in accordance with the provisions of this Agreement; provided, however, that Borrower shall be liable for any Consequential Loss arising pursuant to such actions. (f)