Common use of Increased Costs; Illegality; Indemnity Clause in Contracts

Increased Costs; Illegality; Indemnity. (a) Borrower shall reimburse or compensate each Lender, upon demand by such Lender, for all costs incurred, losses suffered (including lost profit) or payments made by such Lender which are applied or allocated by such Lender to the Credit (all as determined by such Lender in its sole and absolute discretion) by reason of: (i) any Lender’s being subject to any tax of any kind whatsoever with respect to this Agreement, any Note or any Advance made by it, or change in the basis of taxation of payments to such Lender in respect thereof (except for taxes covered by Section 2.16 and changes in the rate of tax on the overall net income of such Lender); (ii) the imposition, modification or holding applicable of any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender which is not otherwise included in the determination of the Eurodollar Rate; or (iii) compliance by such Lender with any direction, requirement or request from any regulatory authority, whether or not having the force of law. (b) Any Lender seeking (i) reimbursement from Borrower for the costs incurred, losses suffered or payments made as described in subsection (a) of this Section 2.17, or (ii) payment from Borrower under Section 2.18 hereof, may recover such sums from Borrower by delivering to Borrower a statement setting forth the amount owed to such Lender and showing how such calculation was made, signed by a duly authorized officer of such Lender, which statement shall be conclusive evidence of the amount owed absent manifest error; provided, however, that (A) reimbursement or payment under this subsection (b) shall not be demanded by any Lender for the period prior to the Closing Date (other than Lenders party to the Existing Credit Agreement; provided that no claim shall be made by any Lender pursuant to the Existing Credit Agreement that arose during the period prior to the closing date for the Existing Credit Agreement), and (B) each Lender shall notify Borrower as promptly as practicable of any event occurring after the date of this Agreement that would entitle such Lender to reimbursement or payment under this subsection (b). (c) Notwithstanding any other provision herein, if the adoption of or any change in any requirement of law or in the interpretation or application thereof shall make it unlawful for any Lender to make or maintain Eurodollar Rate Advances as contemplated by this Agreement, (A) the commitment of such Lender hereunder to make Eurodollar Rate Advances, continue Eurodollar Rate Advances as such and convert Reference Rate Advances to Eurodollar Rate Advances shall forthwith be cancelled and (B) such Lender’s Advances then outstanding as Eurodollar Rate Advances, if any, shall if required by law, be converted automatically to Reference Rate Advances on the respective last days of the then current Interest Periods with respect to such Advances or within such earlier period as required by law. If any such conversion of a Eurodollar Rate Advance occurs on a day which is not the last day of the then current Interest Period with respect thereto, the Borrower shall pay to such Lender such amounts, if any, as may be required pursuant to paragraph (d) below. (d) The Borrower agrees to indemnify each Lender and to hold each Lender harmless from any loss or expense which such Lender may sustain or incur as a consequence of (A) default by the Borrower in payment when due of the principal amount of or interest on any Eurodollar Rate Advance, (B) default by the Borrower in making a borrowing of, conversion into or continuation of Eurodollar Rate Advances after the Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, (C) default by the Borrower in making any prepayment after the Borrower has given a notice thereof in accordance with the provisions of this Agreement or (D) the making of a prepayment of Eurodollar Rate Advances on a day which is not the last day of an Interest Period with respect thereto, including, without limitation, in each case, any such loss or expense arising from the reemployment of funds obtained by it or from fees payable to terminate the deposits from which such funds were obtained. A certificate as to any amounts payable pursuant to this Section submitted to the Borrower by any Lender shall be conclusive in the absence of manifest error. The covenants contained in Subsections (b) and (d) of this Section 2.17 shall survive the termination of this Agreement and the payment of the Notes and all other amounts payable hereunder.

Increased Costs; Illegality; Indemnity. (a) Borrower shall reimburse or compensate each Lender, upon demand by such Lender, for all costs incurred, losses suffered (including lost profit) or payments made by such Lender which are applied or allocated by such Lender to the Revolving Credit (all as determined by such Lender in its sole and absolute discretion) by reason of: (i) any Lender’s being subject to any tax of any kind whatsoever with respect to this Agreement, any Note or any Advance made by it, or change in the basis of taxation of payments to such Lender in respect thereof (except for taxes covered by Section 2.16 and changes in the rate of tax on the overall net income of such Lender); (ii) the imposition, modification or holding applicable of any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender which is not otherwise included in the determination of the Eurodollar Rate; or (iii) compliance by such Lender with any direction, requirement or request from any regulatory authority, whether or not having the force of law. (b) Any Lender seeking (i) reimbursement from Borrower for the costs incurred, losses suffered or payments made as described in subsection (a) of this Section 2.17, or (ii) payment from Borrower under Section 2.18 hereof, may recover such sums from Borrower by delivering to Borrower a statement setting forth the amount owed to such Lender and showing how such calculation was made, signed by a duly authorized officer of such Lender, which 37 statement shall be conclusive evidence of the amount owed absent manifest error; provided, however, that (A) reimbursement or payment under this subsection (b) shall not be demanded by any Lender for the period prior to the Closing Date (other than Lenders party to the Existing Credit Agreement; provided that no claim shall be made by any Lender pursuant to the Existing Credit Agreement that arose during the period prior to the closing date for the Existing Credit Agreement), and (B) each Lender shall notify Borrower as promptly as practicable of any event occurring after the date of this Agreement that would entitle such Lender to reimbursement or payment under this subsection (b). (c) Notwithstanding any other provision herein, if the adoption of or any change in any requirement of law or in the interpretation or application thereof shall make it unlawful for any Lender to make or maintain Eurodollar Rate Advances as contemplated by this Agreement, (A) the commitment of such Lender hereunder to make Eurodollar Rate Advances, continue Eurodollar Rate Advances as such and convert Reference Rate Advances to Eurodollar Rate Advances shall forthwith be cancelled and (B) such Lender’s Advances then outstanding as Eurodollar Rate Advances, if any, shall if required by law, be converted automatically to Reference Rate Advances on the respective last days of the then current Interest Periods with respect to such Advances or within such earlier period as required by law. If any such conversion of a Eurodollar Rate Advance occurs on a day which is not the last day of the then current Interest Period with respect thereto, the Borrower shall pay to such Lender such amounts, if any, as may be required pursuant to paragraph (d) below. (d) The Borrower agrees to indemnify each Lender and to hold each Lender harmless from any loss or expense which such Lender may sustain or incur as a consequence of (A) default by the Borrower in payment when due of the principal amount of or interest on any Eurodollar Rate Advance, (B) default by the Borrower in making a borrowing of, conversion into or continuation of Eurodollar Rate Advances after the Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, (C) default by the Borrower in making any prepayment after the Borrower has given a notice thereof in accordance with the provisions of this Agreement or (D) the making of a prepayment of Eurodollar Rate Advances on a day which is not the last day of an Interest Period with respect thereto, including, without limitation, in each case, any such loss or expense arising from the reemployment of funds obtained by it or from fees payable to terminate the deposits from which such funds were obtained. A certificate as to any amounts payable pursuant to this Section submitted to the Borrower by any Lender shall be conclusive in the absence of manifest error. The covenants contained in Subsections (b) and (d) of this Section 2.17 shall survive the termination of this Agreement and the payment of the Notes and all other amounts payable hereunder.

Increased Costs; Illegality; Indemnity. (a) Borrower shall reimburse or compensate each Lender, upon within 30 days of written demand (including documentation reasonably supporting such request) by such Lender, for all costs incurred, actual losses suffered (including other than lost profit) or payments made by such Lender which are applied or allocated by such Lender to the Credit (all as determined by such Lender in its sole and absolute reasonable discretion) by reason of: (i) any Lender’s being subject to any tax of any kind whatsoever with respect to this Agreement, any Note or any Advance Loan made by it, or change in the basis of taxation of payments to such Lender in respect thereof (except for taxes covered by Section 2.16 and changes in the rate of tax on the overall net income of such Lender)) after the closing date; (ii) the imposition, modification or holding applicable of any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender which is not otherwise included in the determination of the Eurodollar RateRate after the Closing Date; or (iii) compliance by such Lender with any direction, requirement or request from any regulatory authority, whether or not having the force of lawlaw coming into effect after the Closing Date. (b) Any Lender seeking (i) reimbursement from Borrower for the costs incurred, losses suffered or payments made as described in subsection (a) of this Section 2.17, or (ii) payment from Borrower under Section 2.18 hereof, may recover such sums from Borrower by delivering to Borrower a statement setting forth the amount owed to such Lender and showing how such calculation was made, signed by a duly authorized officer of such Lender, which statement shall be conclusive evidence of the amount owed absent manifest error; provided, however, that (A) reimbursement or payment under this subsection (b) shall not be demanded by any Lender for the period prior to the Closing Date (other than Lenders party to the Existing Credit Agreement; provided that no claim shall be made by any Lender pursuant to the Existing Credit Agreement that arose during the period prior to the closing date for the Existing Credit Agreement)Date, and (B) each Lender shall notify Borrower as promptly as practicable of any event occurring after the date of this Agreement that would entitle such Lender to reimbursement or payment under this subsection (b). (c) Notwithstanding any other provision herein, if the adoption of or any change in any requirement of law or in the interpretation or application thereof after the Closing Date shall make it unlawful for any Lender to make or maintain Eurodollar Rate Advances Loans as contemplated by this Agreement, (A) the commitment of such Lender hereunder to make Eurodollar Rate AdvancesLoans, continue Eurodollar Rate Advances Loans as such and convert Reference Rate Advances Loans to Eurodollar Rate Advances Loans shall forthwith be cancelled and (B) such Lender’s Advances Loans then outstanding as Eurodollar Rate AdvancesLoans, if any, shall if required by law, be converted automatically to Reference Rate Advances Loans on the respective last days of the then current Interest Periods with respect to such Advances Loans or within such earlier period as required by law. If any such conversion of a Eurodollar Rate Advance Loan occurs on a day which is not the last day of the then current Interest Period with respect thereto, the Borrower shall pay to such Lender such amounts, if any, as may be required pursuant to paragraph (d) below. (d) The Borrower agrees to indemnify each Lender and to hold each Lender harmless from any actual loss (other than lost profits) or out-of-pocket expense which such Lender may sustain or incur as a consequence of (A) default by the Borrower in payment when due of the principal amount of or interest on any Eurodollar Rate AdvanceLoan, (B) default by the Borrower in making a borrowing of, conversion into or continuation of Eurodollar Rate Advances Loans after the Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, (C) default by the Borrower in making any prepayment after the Borrower has given a notice thereof in accordance with the provisions of this Agreement or (D) the making of a prepayment of Eurodollar Rate Advances Loans on a day which is not the last day of an Interest Period with respect thereto, including, without limitation, in each case, any such loss or expense arising from the reemployment of funds obtained by it or from fees payable to terminate the deposits from which such funds were obtained. A certificate as to any amounts payable pursuant to this Section submitted to the Borrower by any Lender shall be conclusive in the absence of manifest error. The covenants contained in Subsections (b) and (d) of this Section 2.17 shall survive the termination of this Agreement and the payment of the Notes and all other amounts payable hereunder. (e) Failure or delay on the part of any Lender or Issuing Bank to demand compensation pursuant to this Section 2.17 shall not constitute a waiver of such Lender’s or Issuing Bank’s right to demand such compensation; provided that no Borrower shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section 2.17 for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or Issuing Bank, as applicable, notifies such Borrower of the change in law giving rise to such increased costs or reductions and of such Lender’s or Issuing Bank’s intention to claim compensation therefor; provided, further that, if the change in law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs; Illegality; Indemnity. (a) Borrower shall reimburse or compensate each Lender, upon demand by such Lender, for all costs incurred, losses suffered (including lost profit) or payments made by such Lender which are applied or allocated by such Lender to the Credit (all as determined by such Lender in its sole and absolute discretion) by reason of: (i) any Lender’s being subject to any tax of any kind whatsoever with respect to this Agreement, any Note or any Advance made by it, or change in the basis of taxation of payments to such Lender in respect thereof (except for taxes covered by Section 2.16 and changes in the rate of tax on the overall net income of such Lender); (ii) the imposition, modification or holding applicable of any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender which is not otherwise included in the determination of the Eurodollar Rate; or (iii) compliance by such Lender with any direction, requirement or request from any regulatory authority, whether or not having the force of law. (b) Any Lender seeking (i) reimbursement from Borrower for the costs incurred, losses suffered or payments made as described in subsection (a) of this Section 2.17, or (ii) payment from Borrower under Section 2.18 hereof, may recover such sums from Borrower by delivering to Borrower a statement setting forth the amount owed to such Lender and showing how such calculation was made, signed by a duly authorized officer of such Lender, which 40 statement shall be conclusive evidence of the amount owed absent manifest error; provided, however, that (A) reimbursement or payment under this subsection (b) shall not be demanded by any Lender for the period prior to the Closing Date (other than Lenders party to the Existing Credit Agreement; provided that no claim shall be made by any Lender pursuant to the Existing Credit Agreement that arose during the period prior to the closing date for the Existing Credit Agreement), and (B) each Lender shall notify Borrower as promptly as practicable of any event occurring after the date of this Agreement that would entitle such Lender to reimbursement or payment under this subsection (b). (c) Notwithstanding any other provision herein, if the adoption of or any change in any requirement of law or in the interpretation or application thereof shall make it unlawful for any Lender to make or maintain Eurodollar Rate Advances as contemplated by this Agreement, (A) the commitment of such Lender hereunder to make Eurodollar Rate Advances, continue Eurodollar Rate Advances as such and convert Reference Rate Advances to Eurodollar Rate Advances shall forthwith be cancelled and (B) such Lender’s Advances then outstanding as Eurodollar Rate Advances, if any, shall if required by law, be converted automatically to Reference Rate Advances on the respective last days of the then current Interest Periods with respect to such Advances or within such earlier period as required by law. If any such conversion of a Eurodollar Rate Advance occurs on a day which is not the last day of the then current Interest Period with respect thereto, the Borrower shall pay to such Lender such amounts, if any, as may be required pursuant to paragraph (d) below. (d) The Borrower agrees to indemnify each Lender and to hold each Lender harmless from any loss or expense which such Lender may sustain or incur as a consequence of (A) default by the Borrower in payment when due of the principal amount of or interest on any Eurodollar Rate Advance, (B) default by the Borrower in making a borrowing of, conversion into or continuation of Eurodollar Rate Advances after the Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, (C) default by the Borrower in making any prepayment after the Borrower has given a notice thereof in accordance with the provisions of this Agreement or (D) the making of a prepayment of Eurodollar Rate Advances on a day which is not the last day of an Interest Period with respect thereto, including, without limitation, in each case, any such loss or expense arising from the reemployment of funds obtained by it or from fees payable to terminate the deposits from which such funds were obtained. A certificate as to any amounts payable pursuant to this Section submitted to the Borrower by any Lender shall be conclusive in the absence of manifest error. The covenants contained in Subsections (b) and (d) of this Section 2.17 shall survive the termination of this Agreement and the payment of the Notes and all other amounts payable hereunder.

Increased Costs; Illegality; Indemnity. (a) Borrower shall reimburse or compensate each Lender, upon demand by such Lender, for all costs incurred, losses suffered (including lost profit) or payments made by such Lender which are applied or allocated by such Lender to the Credit (all as determined by such Lender in its sole and absolute discretion) by reason of: (i) any Lender’s 's being subject to any tax of any kind whatsoever with respect to this Agreement, any Note or any Advance made by it, or change in the basis of taxation of payments to such Lender in respect thereof (except for taxes covered by Section 2.16 and changes in the rate of tax on the overall net income of such Lender); (ii) the imposition, modification or holding applicable of any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender which is not otherwise included in the determination of the Eurodollar Rate; or (iii) compliance by such Lender with any direction, requirement or request from any regulatory authority, whether or not having the force of law. (b) Any Lender seeking (i) reimbursement from Borrower for the costs incurred, losses suffered or payments made as described in subsection (a) of this Section 2.17, or (ii) payment from Borrower under Section 2.18 hereof, may recover such sums from Borrower by delivering to Borrower a statement setting forth the amount owed to such Lender and showing how such calculation was made, signed by a duly authorized officer of such Lender, which statement shall be conclusive evidence of the amount owed absent manifest error; provided, however, that (A) reimbursement or payment under this subsection (b) shall not be demanded by any Lender for the period prior to the Closing Date (other than Lenders party to the Existing Credit Agreement; provided that no claim shall be made by any Lender pursuant to the Existing Credit Agreement that arose during the period prior to the closing date for the Existing Credit Agreement), and (B) each Lender shall notify Borrower as promptly as practicable of any event occurring after the date of this Agreement that would entitle such Lender to reimbursement or payment under this subsection (b). (c) Notwithstanding any other provision herein, if the adoption of or any change in any requirement of law or in the interpretation or application thereof shall make it unlawful for any Lender to make or maintain Eurodollar Rate Advances as contemplated by this Agreement, (A) the commitment of such Lender hereunder to make Eurodollar Rate Advances, continue Eurodollar Rate Advances as such and convert Reference Rate Advances to Eurodollar Rate Advances shall forthwith be cancelled and (B) such Lender’s 's Advances then outstanding as Eurodollar Rate Advances, if any, shall if required by law, be converted automatically to Reference Rate Advances on the respective last days of the then current Interest Periods with respect to such Advances or within such earlier period as required by law. If any such conversion of a Eurodollar Rate Advance occurs on a day which is not the last day of the then current Interest Period with respect thereto, the Borrower shall pay to such Lender such amounts, if any, as may be required pursuant to paragraph (d) below. (d) The Borrower agrees to indemnify each Lender and to hold each Lender harmless from any loss or expense which such Lender may sustain or incur as a consequence of (A) default by the Borrower in payment when due of the principal amount of or interest on any Eurodollar Rate Advance, (B) default by the Borrower in making a borrowing of, conversion into or continuation of Eurodollar Rate Advances after the Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, (C) default by the Borrower in making any prepayment after the Borrower has given a notice thereof in accordance with the provisions of this Agreement or (D) the making of a prepayment of Eurodollar Rate Advances on a day which is not the last day of an Interest Period with respect thereto, including, without limitation, in each case, any such loss or expense arising from the reemployment of funds obtained by it or from fees payable to terminate the deposits from which such funds were obtained. A certificate as to any amounts payable pursuant to this Section submitted to the Borrower by any Lender shall be conclusive in the absence of manifest error. The covenants contained in Subsections (b) and (d) of this Section 2.17 shall survive the termination of this Agreement and the payment of the Notes and all other amounts payable hereunder.

Increased Costs; Illegality; Indemnity. (a) Borrower shall reimburse or compensate each LenderBank, upon demand by such LenderBank, for all costs incurred, losses suffered (including lost profit) or payments made by such Lender Bank which are applied or allocated by such Lender Bank to the Credit (all as determined by such Lender Bank in its sole and absolute discretion) by reason of: (i) any Lender’s Bank's being subject to any tax of any kind whatsoever with respect to this Agreement, any Note or any Advance made by it, or change in the basis of taxation of payments to such Lender Bank in respect thereof (except for taxes covered by Section 2.16 2.12 and changes in the rate of tax on the overall net income of such LenderBank); (ii) the imposition, modification or holding applicable of any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender Bank which is not otherwise included in the determination of the Eurodollar Rate; or (iii) compliance by such Lender Bank with any direction, requirement or request from any regulatory authority, whether or not having the force of law. (b) Any Lender Bank seeking (i) reimbursement from Borrower for the costs incurred, losses suffered or payments made as described in subsection (a) of this Section 2.172.13, or (ii) payment from Borrower under Section 2.18 2.14 hereof, may recover such sums from Borrower by delivering to Borrower a statement setting forth the amount owed to such Lender Bank and showing how such calculation was made, signed by a duly authorized officer of such LenderBank, which statement shall be conclusive evidence of the amount owed absent manifest error; provided, however, that (A) reimbursement or payment under this 36 30 subsection (b) shall not be demanded by any Lender Bank for the period prior to the Closing Date (other than Lenders party to the Existing Credit Agreement; provided that no claim shall be made by any Lender pursuant to the Existing Credit Agreement that arose during the period prior to the closing date for the Existing Credit Agreement)Date, and (B) each Lender Bank shall notify Borrower as promptly as practicable of any event occurring after the date of this Agreement that would entitle such Lender Bank to reimbursement or payment under this subsection (b). (c) Notwithstanding any other provision herein, if the adoption of or any change in any requirement of law or in the interpretation or application thereof shall make it unlawful for any Lender Bank to make or maintain Eurodollar Rate Advances as contemplated by this Agreement, (A) the commitment of such Lender Bank hereunder to make Eurodollar Rate Advances, continue Eurodollar Rate Advances as such and convert Reference Rate Advances to Eurodollar Rate Advances shall forthwith be cancelled and (B) such Lender’s Bank's Advances then outstanding as Eurodollar Rate Advances, if any, shall if required by law, be converted automatically to Reference Rate Advances on the respective last days of the then current Interest Periods with respect to such Advances or within such earlier period as required by law. If any such conversion of a Eurodollar Rate Advance occurs on a day which is not the last day of the then current Interest Period with respect thereto, the Borrower shall pay to such Lender Bank such amounts, if any, as may be required pursuant to paragraph (d) below. (d) The Borrower agrees to indemnify each Lender Bank and to hold each Lender Bank harmless from any loss or expense which such Lender Bank may sustain or incur as a consequence of (A) default by the Borrower in payment when due of the principal amount of or interest on any Eurodollar Rate Advance, (B) default by the Borrower in making a borrowing of, conversion into or continuation of Eurodollar Rate Advances after the Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, (C) default by the Borrower in making any prepayment after the Borrower has given a notice thereof in accordance with the provisions of this Agreement or (D) the making of a prepayment of Eurodollar Rate Advances on a day which is not the last day of an Interest Period with respect thereto, including, without limitation, in each case, any such loss or expense arising from the reemployment of funds obtained by it or from fees payable to terminate the deposits from which such funds were obtained. A certificate as to any amounts payable pursuant to this Section submitted to the Borrower by any Lender shall be conclusive in the absence of manifest error. The covenants contained in Subsections (b) and (d) of this Section 2.17 2.13 shall survive the termination of this Agreement and the payment of the Notes and all other amounts payable hereunder.