Common use of Increased Eurocurrency Loan Costs, etc Clause in Contracts

Increased Eurocurrency Loan Costs, etc. The Borrower agrees to reimburse each Lender for any increase in the cost to such Lender of, or any reduction in the amount of any sum receivable by such Lender in respect of, making, continuing or maintaining (or of its obligation to make, continue or maintain) any Loans as, or of converting (or of its obligation to convert) any Loans into, Eurocurrency Loans that arise in connection with any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in after the Effective Date of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law) of any court, central bank, regulator or other governmental authority, except for such changes with respect to increased capital costs and taxes which are governed by Sections 5.5 and 5.6, respectively; provided, however, that the Borrower shall have no obligation to pay any such additional amount under this Section 5.3 with respect to any day or days unless such Lender shall have notified the Borrower of its demand therefor within 45 days of the date upon which such Lender has obtained audited information with respect to the fiscal year of such lender in which such day or days occurred. Each such demand shall be provided to the Administrative Agent and the Borrower in writing and shall state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate such Lender on an after-tax basis for such increased cost or reduced amount. Such additional amounts shall be payable by the Borrower directly to such Lender within five Business Days of its receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrower.

Increased Eurocurrency Loan Costs, etc. The Borrower agrees to reimburse each Lender for any increase in the cost to such Lender of, or any reduction in the amount of any sum receivable by such Lender in respect of, making, continuing or maintaining (or of its obligation to make, continue or maintain) any Loans as, or of converting (or of its obligation to convert) any Loans into, Eurocurrency Loans that arise in connection with any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in after the Effective Date date hereof of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law) of any court, central bank, regulator or other governmental authority, except for such changes with respect to increased capital costs and taxes which are governed by Sections 5.5 and 5.6, respectively; provided, however, that the Borrower shall have no obligation to pay any such additional amount under this Section 5.3 with respect to any day or days unless such Lender shall have notified the Borrower of its demand therefor within 45 days of the date upon which such Lender has obtained audited information with respect to the fiscal year of such lender in which such day or days occurred. Each such demand shall be provided to the Administrative Agent and the Borrower in writing and shall state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate such Lender on an after-after- tax basis for such increased cost or reduced amount. Such additional amounts shall be payable by the Borrower directly to such Lender within five Business Days of its receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrower.

Increased Eurocurrency Loan Costs, etc. The Borrower agrees to reimburse each Lender If any Change in Law shall (a) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for any increase in the cost to such Lender account of, or credit extended or participated in by, any reduction Lender (except any reserve requirement reflected in the amount of Adjusted Eurocurrency Rate) or any sum receivable by such Issuer or (b) impose on any Lender in respect of, making, continuing or maintaining (or of its obligation to make, continue or maintain) any Loans as, or of converting (or of its obligation to convert) any Loans into, Eurocurrency Loans that arise in connection with any change in, Issuer or the introductionLondon interbank market any other condition, adoption, effectiveness, interpretation, reinterpretation cost or phase-in after the Effective Date of, any law or regulation, directive, guideline, decision or request expense (whether or not having the force of law) of any court, central bank, regulator or other governmental authority, except for such changes with respect to increased capital costs and taxes Taxes which are governed by Sections 5.5 and 5.6Section 4.5) affecting this Agreement or Eurocurrency Loans made by such Lender or any Letter of Credit or participation therein, respectively; providedand, howeverin the case of either clause (a) or (b), that the Borrower result of any of the foregoing shall have no be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, such Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, Issuer or other Recipient, the applicable Borrower will pay any to such Lender, Issuer or other Recipient, as the case may be, such additional amount under this Section 5.3 with respect to any day or days unless amounts as will compensate such Lender shall have notified Lender, Issuer or other Recipient, as the Borrower of its demand therefor within 45 days of the date upon which case may be, for such Lender has obtained audited information with respect to the fiscal year of such lender in which such day additional costs incurred or days occurredreduction suffered. Each such demand affected Secured Party shall be provided to promptly notify the Administrative Agent and the Borrower Borrowers in writing and shall stateof the occurrence of any such event, in reasonable detail, stating the reasons therefor and the additional amount required fully to compensate such Lender on an after-tax basis Secured Party for such increased cost or reduced amount. Such additional amounts shall be payable by the Borrower Borrowers directly to such Lender Secured Party within five Business Days of its receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on the BorrowerBorrowers.

Increased Eurocurrency Loan Costs, etc. The Borrower agrees to reimburse each Lender If any Change in Law shall (a) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for any increase in the cost to such Lender account of, or credit extended or participated in by, any reduction Lender (except any reserve requirement reflected in the amount of Adjusted Eurocurrency Rate) or any sum receivable by such Issuer or (b) impose on any Lender in respect of, making, continuing or maintaining (or of its obligation to make, continue or maintain) any Loans as, or of converting (or of its obligation to convert) any Loans into, Eurocurrency Loans that arise in connection with any change in, Issuer or the introductionLondon interbank market any other condition, adoption, effectiveness, interpretation, reinterpretation cost or phase-in after the Effective Date of, any law or regulation, directive, guideline, decision or request expense (whether or not having the force of law) of any court, central bank, regulator or other governmental authority, except for such changes with respect to increased capital costs and taxes Taxes which are governed by Sections 5.5 and 5.6Section 4.5) affecting this Agreement or Eurocurrency Loans or EURIBOR Loans made by such Lender or any Letter of Credit or participation therein, respectively; providedand, howeverin the case of either clause (a) or (b), that the Borrower result of any of the foregoing shall have no be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, such Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, Issuer or other Recipient, the applicable Borrower will pay any to such Lender, Issuer or other Recipient, as the case may be, such additional amount under this Section 5.3 with respect to any day or days unless amounts as will compensate such Lender shall have notified Lender, Issuer or other Recipient, as the Borrower of its demand therefor within 45 days of the date upon which case may be, for such Lender has obtained audited information with respect to the fiscal year of such lender in which such day additional costs incurred or days occurredreduction suffered. Each such demand affected Secured Party shall be provided to promptly notify the Administrative Agent and the Borrower Borrowers in writing and shall stateof the occurrence of any such event, in reasonable detail, stating the reasons therefor and the additional amount required fully to compensate such Lender on an after-tax basis Secured Party for such increased cost or reduced amount. Such additional amounts shall be payable by the Borrower Borrowers directly to such Lender Secured Party within five Business Days of its receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on the BorrowerBorrowers.

Increased Eurocurrency Loan Costs, etc. The Borrower agrees to reimburse each Lender If any Change in Law shall (a) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for any increase in the cost to such Lender account of, or credit extended or participated in by, any reduction Lender (except any reserve requirement reflected in the amount of Adjusted Eurocurrency Rate) or any sum receivable by such Issuer or (b) impose on any Lender in respect of, making, continuing or maintaining (or of its obligation to make, continue or maintain) any Loans as, or of converting (or of its obligation to convert) any Loans into, Eurocurrency Loans that arise in connection with any change in, Issuer or the introductionLondon interbank market any other condition, adoption, effectiveness, interpretation, reinterpretation cost or phase-in after the Effective Date of, any law or regulation, directive, guideline, decision or request expense (whether or not having the force of law) of any court, central bank, regulator or other governmental authority, except for such changes with respect to increased capital costs and taxes Taxes which are governed by Sections 5.5 and 5.6Section 4.5) affecting this Agreement or Eurocurrency Loans or EURIBOR Loans made by such Lender or any Letter of Credit or participation therein, respectively; providedand, howeverin the case of either clause (a) or (b), that the Borrower result of any of the foregoing shall have no be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, such Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, Issuer or other Recipient, the applicable Borrower will pay any to such Lender, Issuer or other Recipient, as the case may be, such additional amount under this Section 5.3 with respect to any day or days unless amounts as will compensate such Lender shall have notified Lender, Issuer or other Recipient, as the Borrower of its demand therefor within 45 days of the date upon which case may be, for such Lender has obtained audited information with respect to the fiscal year of such lender in which such day additional costs incurred or days occurredreduction suffered. Each such demand affected Secured Party shall be provided to promptly notify the Administrative Agent and the Borrower Borrowers in writing and shall stateof the occurrence of any such event, in reasonable detail, stating the reasons therefor and the additional amount required fully to compensate such Lender on an after-tax basis Secured Party for such increased cost or reduced amount. Such additional amounts shall be payable by the Borrowersapplicable Borrower directly to such Lender Secured Party within five Business Days of its receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on the BorrowerBorrowers.