Common use of Increased LIBO Rate Loan Costs, etc Clause in Contracts

Increased LIBO Rate Loan Costs, etc. The Borrower agrees to reimburse each Lender and the Issuer for any increase in the cost to such Lender or the Issuer of, or any reduction in the amount of any sum receivable by such Secured Party in respect of, such Secured Party's Commitments and the making of Credit Extensions hereunder (including the making, continuing or maintaining (or of its obligation to make or continue) any Loans as, or of converting (or of its obligation to convert) any Loans into, LIBO Rate 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 Governmental Authority, except for such changes with respect to increased capital costs and Taxes which are governed by Sections 4.5 and 4.6, respectively. Each affected Secured Party shall promptly notify the Administrative Agent and the Borrower in writing of the occurrence of any such event, stating the reasons therefor and the additional amount required fully to compensate such Secured Party for such increased cost or reduced amount. Such additional amounts shall be payable by the Borrower directly to such Secured Party within five days of its receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrower. The Borrower shall have no obligation to make a payment under this Section to a Secured Party unless such Secured Party shall have notified the Borrower of its demand therefor within 90 days of the date on which such Secured Party has obtained final internal financial statements with respect to the fiscal year of such Secured Party in which such increased cost or reduced amount occurred.

Increased LIBO Rate Loan Costs, etc. The Borrower agrees Borrowers agree to jointly and severally reimburse each Lender and the Issuer for any increase in the cost to such Lender or the Issuer of, or any reduction in the amount of any sum receivable by such Secured Party in respect of, such Secured Party's Commitments and the making of Credit Extensions hereunder (including the making, continuing or maintaining (or of its obligation to make or continue) any Loans as, or of converting (or of its obligation to convert) any Loans into, LIBO Rate 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 Governmental AuthorityAuthority that occurs after the date upon which such Lender became a Lender under the Existing Credit Agreement or hereunder, except for any such changes with respect to increased capital costs and Taxes (which are governed by Sections 4.5 and 4.6, respectively). Each affected Secured Party shall promptly notify the Administrative Agent and the Borrower Borrowers in writing of the occurrence of any such event, stating the reasons therefor and the additional amount required fully to compensate such Secured Party for such increased cost or reduced amount. Such additional amounts shall be payable by the Borrower Borrowers jointly and severally directly to such Secured Party within five days of its receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrower. The Borrower shall have no obligation to make a payment under this Section to a Secured Party unless such Secured Party shall have notified the Borrower of its demand therefor within 90 days of the date on which such Secured Party has obtained final internal financial statements with respect to the fiscal year of such Secured Party in which such increased cost or reduced amount occurredBorrowers.

Increased LIBO Rate Loan Costs, etc. The Borrower agrees Borrowers agree to reimburse each Lender Lender, the Loan Note Guarantor and the Issuer for any increase in the cost to such Lender Lender, the Loan Note Guarantor or the Issuer of, or any reduction in the amount of any sum receivable by such Secured Party in respect of, such Secured Party's Commitments and the making of Credit Extensions hereunder (including the making, continuing or maintaining (or of its obligation to make or continue) any Loans as, or of converting (or of its obligation to convert) any Loans into, LIBO Rate Loans) that arise in connection with any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in after the Initial Effective Date of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law) of any Governmental Authority, except for such changes with respect to increased capital costs and Taxes which are governed by Sections 4.5 and 4.6, respectively. Each affected Secured Party shall promptly notify the Administrative Agent and the U.S. Borrower in writing within 180 days of the occurrence of any such event, stating the reasons therefor and the additional amount required fully to compensate such Secured Party for such increased cost or reduced amount. Such additional amounts shall be payable by the Borrower Borrowers directly to such Secured Party within five days of its receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrower. The Borrower shall have no obligation to make a payment under this Section to a Secured Party unless such Secured Party shall have notified the Borrower of its demand therefor within 90 days of the date on which such Secured Party has obtained final internal financial statements with respect to the fiscal year of such Secured Party in which such increased cost or reduced amount occurredBorrowers.

Increased LIBO Rate Loan Costs, etc. The Borrower agrees Borrowers agree to reimburse each Lender Lender, the Loan Note Guarantor and the Issuer for any increase in the cost to such Lender Lender, the Loan Note Guarantor or the Issuer of, or any reduction in the amount of any sum receivable by such Secured Party in respect of, such Secured Party's Commitments and the making of Credit Extensions hereunder (including the making, continuing or maintaining (or of its obligation to make or continue) any Loans as, or of converting (or of its obligation to convert) any Loans into, LIBO Rate 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 Governmental Authority, except for such changes with respect to increased capital costs and Taxes which are governed by Sections 4.5 and 4.6, respectively. Each affected Secured Party shall promptly notify the Administrative Agent and the U.S. Borrower in writing within 180 days of the occurrence of any such event, stating the reasons therefor and the additional amount required fully to compensate such Secured Party for such increased cost or reduced amount. Such additional amounts shall be payable by the Borrower Borrowers directly to such Secured Party within five days of its receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrower. The Borrower shall have no obligation to make a payment under this Section to a Secured Party unless such Secured Party shall have notified the Borrower of its demand therefor within 90 days of the date on which such Secured Party has obtained final internal financial statements with respect to the fiscal year of such Secured Party in which such increased cost or reduced amount occurredBorrowers.

Increased LIBO Rate Loan Costs, etc. The Borrower agrees to reimburse each Lender and the Issuer for any increase in the cost to such Lender or the Issuer of, or any reduction in the amount of any sum receivable by such Secured Party Lender in respect of, such Secured Party's Commitments and the making of Credit Extensions hereunder (including the making, continuing or maintaining (or of its obligation to make make, continue or continuemaintain) any Loans as, or of converting (or of its obligation to convert) any Loans into, LIBO Rate Loans) Loans that arise arises 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 AuthorityInstrumentality, except for (a) such changes with respect to increased capital costs and Taxes taxes which are governed by Sections 4.5 and 4.6, respectively, and (b) any reserve requirement which is reflected in the LIBO Rate (Reserve Adjusted). Each affected Secured Party Such Lender shall promptly notify the Administrative Agent and the Borrower in writing of the occurrence of any such event, stating such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate such Secured Party Lender for such increased cost or reduced amountamount and, if requested by the Borrower, shall include reasonably appropriate documentation confirming the occurrence of such event. Such additional amounts shall be payable by the Borrower directly to such Secured Party Lender within five (5) days of its receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrower. The Borrower shall have no obligation to make a payment under this Section to a Secured Party unless such Secured Party shall have notified the Borrower of its demand therefor within 90 days of the date on which such Secured Party has obtained final internal financial statements with respect to the fiscal year of such Secured Party in which such increased cost or reduced amount occurred.

Increased LIBO Rate Loan Costs, etc. The Borrower agrees to reimburse each Lender and the Issuer for any increase in the cost to such Lender or the Issuer of, or any reduction in the amount of any sum receivable by such Secured Party in respect of, such Secured Party's Commitments and the making of Credit Extensions hereunder (including the making, continuing or maintaining (or of its obligation to make or continue) any Term Loans as, or of converting (or of its obligation to convert) any Term Loans into, LIBO Rate LoansTerm Loans and the obligation to issue and/or participate in Letters of Credit) that arise in connection with any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in after the Effective Closing Date of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law) of any Governmental Authority, except for such changes with respect to increased capital costs and Taxes which are governed by Sections 4.5 and 4.6, respectively. Each affected Secured Party shall promptly notify the Administrative Agent and the Borrower in writing of the occurrence of any such event, stating the reasons therefor and the additional amount required fully to compensate such Secured Party for such increased cost or reduced amount. Such additional amounts shall be payable by the Borrower directly to such Secured Party within five days of its receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrower. The Borrower shall have no obligation to make a payment under this Section to a Secured Party unless such Secured Party shall have notified the Borrower of its demand therefor within 90 days of the date on which such Secured Party has obtained final internal financial statements with respect to the fiscal year of such Secured Party in which such increased cost or reduced amount occurred.

Increased LIBO Rate Loan Costs, etc. The Borrower agrees to reimburse each Lender and the each Issuer for any increase in the cost to such Lender or the such Issuer of, or any reduction in the amount of any sum receivable by such Secured Party in respect of, such Secured Party's Commitments and the making of Credit Extensions hereunder (including the making, continuing or maintaining (or of its obligation to make or continue) any Loans as, or of converting (or of its obligation to convert) any Loans into, LIBO Rate Loans) that arise in connection with any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in after the Effective Closing Date of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law) of any Governmental Authority, except for (i) such changes with respect to increased capital costs and Taxes which are governed by Sections 4.5 and 4.6, respectively, and (ii) increased costs which are already included in the determination of the Statutory Reserve Rate. Each affected Secured Party shall promptly notify the Administrative Agent and the Borrower in writing of the occurrence of any such event, stating the reasons therefor and the additional amount required fully to compensate such Secured Party for such increased cost or reduced amount. Such additional amounts shall be payable by the Borrower directly to such Secured Party within five ten days of its receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrower. The Borrower shall have no obligation to make a payment under this Section to a Secured Party unless such Secured Party shall have notified the Borrower of its demand therefor within 90 days of the date on which such Secured Party has obtained final internal financial statements with respect to the fiscal year of such Secured Party in which such increased cost or reduced amount occurred.

Increased LIBO Rate Loan Costs, etc. The Borrower agrees to reimburse each Lender and the each Issuer for any increase in the cost to such Lender or the Issuer of, or any reduction in the amount of any sum receivable by such Secured Party in respect of, such Secured Party's ’s Commitments and the making of Credit Extensions hereunder (including the making, continuing or maintaining (or of its obligation to make or continue) any Loans as, or of converting (or of its obligation to convert) any Loans into, LIBO Rate Loans) that arise in connection with any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-phase in after the Effective Closing Date of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law) of any Governmental Authority; provided, except for however, that any such changes with respect to increased capital costs and Taxes which are shall be subject to (including the rights of the Borrower in respect thereof) and governed by the terms of Sections 4.5 and 4.6, respectively. Each affected Secured Party shall promptly notify the Administrative Agent and the Borrower in writing of the occurrence of any such event, stating the reasons therefor and the additional amount required fully to compensate such Secured Party for such increased cost or reduced amount. Such additional amounts shall be payable by the Borrower directly to such Secured Party within five days of its receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrower. The Borrower shall have no obligation to make a payment under this Section to a Secured Party unless such Secured Party shall have notified the Borrower of its demand therefor within 90 days of the date on which such Secured Party has obtained final internal financial statements with respect to the fiscal year of such Secured Party in which such increased cost or reduced amount occurred.

Increased LIBO Rate Loan Costs, etc. The Borrower agrees to reimburse each Lender and the each Issuer for any increase in the cost to such Lender or the Issuer of, or any reduction in the amount of any sum receivable by such Secured Party in respect of, such Secured Party's ’s Commitments and the making of Revolving Credit Extensions and Term Loans hereunder (including the making, continuing or maintaining (or of its obligation to make or continue) any Loans as, or of converting (or of its obligation to convert) any Loans into, LIBO Rate Loans) that arise in connection with any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-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 Governmental Authority; provided, except for however, that any such changes with respect to increased capital costs and Taxes which are shall be subject to (including the rights of the Borrower in respect thereof) and governed by the terms of Sections 4.5 and 4.6, respectively. Each affected Secured Party shall promptly notify the Administrative Agent and the Borrower in writing of the occurrence of any such event, stating the reasons therefor and the additional amount required fully to compensate such Secured Party for such increased cost or reduced amount. Such additional amounts shall be payable by the Borrower directly to such Secured Party within five days of its receipt of such notice, provided that such Secured Party shall not be entitled to such additional amounts for the period prior to one hundred eighty (180) days prior to the date of such notice of the occurrence of the event giving rise to the increased cost or reduced amount, provided that if the circumstance giving rise to such additional amount is retroactive, then such 180 day period shall be extended to include the period of retroactive effect thereof, and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrower. The Borrower Obligors; provided, that notwithstanding anything herein to the contrary, (i) the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by any Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall have no obligation in each case be deemed to make be a payment under this Section to a Secured Party unless such Secured Party shall have notified the Borrower of its demand therefor within 90 days Change in Law, regardless of the date on which such Secured Party has obtained final internal financial statements with respect to the fiscal year of such Secured Party in which such increased cost enacted, adopted or reduced amount occurredissued.

Increased LIBO Rate Loan Costs, etc. The Borrower agrees Borrowers agree to reimburse each Lender Lender, the Loan Note Guarantor and the Issuer for any increase in the cost to such Lender Lender, the Loan Note Guarantor or the Issuer of, or any reduction in the amount of any sum receivable by such Secured Party in respect of, such Secured Party's Commitments and the making of Credit Extensions hereunder (including the making, continuing or maintaining (or of its obligation to make or continue) any Loans as, or of converting (or of its obligation to convert) any Loans into, LIBO Rate LoansLoans or Competitive Bid Loans based on LIBOR Auctions) 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 Governmental Authority, except for such changes with respect to increased capital costs and Taxes which are governed by Sections 4.5 and 4.6, respectively. Each affected Secured Party shall promptly notify the Administrative Agent and the U.S. Borrower in writing within 180 days of the occurrence of any such event, stating the reasons therefor and the additional amount required fully to compensate such Secured Party for such increased cost or reduced amount. Such additional amounts shall be payable by the Borrower Borrowers directly to such Secured Party within five days of its receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrower. The Borrower shall have no obligation to make a payment under this Section to a Secured Party unless such Secured Party shall have notified the Borrower of its demand therefor within 90 days of the date on which such Secured Party has obtained final internal financial statements with respect to the fiscal year of such Secured Party in which such increased cost or reduced amount occurredBorrowers.

Increased LIBO Rate Loan Costs, etc. The Borrower agrees Borrowers agree to reimburse each Lender and the Issuer for any increase in the cost to such Lender or the Issuer of, or any reduction in the amount of any sum receivable by such Secured Party in respect of, such Secured Party's ’s Commitments and the making of Credit Extensions hereunder (including the making, continuing or maintaining (or of its obligation to make or continue) any Loans as, or of converting (or of its obligation to convert) any Loans into, LIBO Rate Loans) that arise in connection with any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-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 Governmental Authority; provided, except for however, that any such changes with respect to increased capital costs and Taxes which are shall be subject to and governed by the terms of Sections 4.5 and 4.6, respectively. Each affected Secured Party shall promptly notify the Administrative Agent and the Borrower Borrowers in writing of the occurrence of any such event, stating the reasons therefor and the additional amount required fully to compensate such Secured Party for such increased cost or reduced amount. Such additional amounts shall be payable by the Borrower Borrowers directly to such Secured Party within five days of its receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on the BorrowerBorrowers. The Borrower shall have no obligation Notwithstanding anything herein to make a payment the contrary, for purposes of this Agreement, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, guidelines or directives in connection therewith, and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case under this Section clause (ii) pursuant to a Secured Party unless such Secured Party shall Basel III, are deemed to have notified the Borrower of its demand therefor within 90 days of gone into effect and adopted after the date on which such Secured Party has obtained final internal financial statements with respect to the fiscal year of such Secured Party in which such increased cost or reduced amount occurredthis Agreement.

Increased LIBO Rate Loan Costs, etc. The Borrower agrees to reimburse each Lender and the Issuer for any increase in the cost to such Lender or the Issuer of, or any reduction in the amount of any sum receivable by such Secured Party Lender in respect of, such Secured Party's Lender’s Commitments and the making of Credit Extensions hereunder (including the making, continuing or maintaining (or of its obligation to make or continue) any Loans as, or of converting (or of its obligation to convert) any Loans into, LIBO Rate Loans) that arise in connection with any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-phase in after the Effective Closing Date of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law) of any Governmental Authority, except for (i) such changes with respect to increased capital costs and Taxes Taxes, which are governed exclusively by Sections 4.5 4.05 and 4.64.06, respectively, and (ii) increased costs which are already included in the determination of the Statutory Reserve Rate. Each affected Secured Credit Party shall promptly notify the Administrative Agent and the Borrower in writing of the occurrence of any such event, stating the reasons therefor and the additional amount required fully to compensate such Secured Credit Party for such increased cost or reduced amount. Such additional amounts shall be payable by the Borrower directly to such Secured Credit Party within five ten (10) days of its receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrower. The Borrower shall have no obligation to make a payment under this Section to a Secured Party unless such Secured Party shall have notified the Borrower of its demand therefor within 90 days of the date on which such Secured Party has obtained final internal financial statements with respect to the fiscal year of such Secured Party in which such increased cost or reduced amount occurred.AMENDED AND RESTATED CREDIT AGREEMENT NY1:#3495514