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

Increased LIBOR 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, LIBOR Loans, in any case from time to time by reason of: (a) to the extent not included in the calculation of the LIBOR (Reserve Adjusted), any reserve, special deposit, or similar requirement against assets of, deposits with or for the account of, or credit extended by such Lender, under or pursuant to any change in any law, treaty, rule, regulation (including any F.R.S. Board regulation), or requirement from that in effect on the Effective Date, or as the result of any Regulatory Change; or (b) any Regulatory Change which shall subject such Lender to any tax (other than taxes on net income including franchise taxes based on income, and franchises), levy, impost, charge, fee, duty, deduction, or withholding or any kind whatsoever or change the taxation of any Loan made or maintained as a LIBOR Loan and the interest thereon (other than any change which affects, and to the extent that it affects, the taxation of net income including franchise taxes based on income and franchises). Such Lender shall promptly and in no event later than ninety (90) days after its knowledge of the occurrence of any such event notify the Agent and the Borrower in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate such Lender for such increased cost or reduced amount; provided, however, no Lender may make any demand for any such amounts accrued under this Section 5.3 for any period commencing more than ninety (90) days prior to the ----------- receipt by the Borrower of such notice or, should such cost have accrued retroactively, within ninety (90) days of the determination by such Lender of such cost. Such additional amounts shall be payable by the Borrower directly to such 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.

Increased LIBOR Loan Costs, etc. (i) The Borrower agrees to ------------------------------- reimburse each the Lender for any increase in the cost to such Lender ofthe Lender, or any reduction in the amount of any sum receivable by such the Lender in respect of, the Lender's commitments and the making of Loans hereunder (including the making, continuing or maintaining (or of its obligation to make, continue make or maintaincontinue) any Loans as, or of converting (or of its obligation to convert) any Loans into, LIBOR Loans) that arise in connection with any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase in after the Closing Date of; any case from time to time by reason of: law or regulation, directive, guideline, decision or request (whether or not having the force of law) of any Governmental Authority (each, a "Change in Law"), that (a) to the extent not included in the calculation of the LIBOR (Reserve Adjusted)imposes, modifies or deems applicable any reservereserves, special deposit, deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by such the Lender, under or pursuant to any change in any law, treaty, rule, regulation (including any F.R.S. Board regulation), or requirement from that in effect on the Effective Date, or as the result of any Regulatory Change; or (b) imposes on the Lender or the London interbank market any Regulatory Change other condition affecting this Agreement or LIBOR Loans made by the Lender or participation therein, except for (i) such changes with respect to increased capital costs and Taxes which shall subject such Lender to any tax (other than taxes on net income including franchise taxes based on incomeare governed by Sections 2.9(e) and 2.9(f), respectively, and franchises), levy, impost, charge, fee, duty, deduction, or withholding or any kind whatsoever or change (ii) increased costs which are already included in the taxation determination of any Loan made or maintained as a LIBOR Loan and the interest thereon (other than any change which affects, and to the extent that it affects, the taxation of net income including franchise taxes based on income and franchises)Statutory Reserve Rate. Such The Lender shall promptly and in no event later than ninety (90) days after its knowledge of the occurrence of any such event notify the Agent and the Borrower in writing of the occurrence of any such event, such notice to state, in reasonable detail, stating the reasons therefor and the additional amount required to fully to compensate such the Lender for such increased cost or reduced amount; provided, however, no Lender may make any demand for any such amounts accrued under this Section 5.3 for any period commencing more than ninety (90) days prior to the ----------- receipt by the Borrower of such notice or, should such cost have accrued retroactively, within ninety (90) days of the determination by such Lender of such cost. Such additional amounts shall be payable by the Borrower directly to such the Lender within five (5) 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. (ii) A certificate of an officer of the Lender setting forth the amount or amounts necessary to compensate the Lender as specified in this Section 2.9(c) shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay the Lender the amount shown as due on any such certificate within 5 days after receipt thereof. (iii) Promptly after the Lender has determined that it will make a request for increased compensation pursuant to this Section 2.9(c), the Lender shall notify the Borrower thereof Failure or delay on the part of the Lender to demand compensation pursuant to this Section shall not constitute a waiver of the Lender's right to demand such compensation.

Increased LIBOR Loan Costs, etc. (a) 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 such Lender’s Allocation and the making of Advances hereunder (including the making or maintaining (or of its obligation to make, continue or maintain) any Loans asand/or Prefunding Advances as LIBOR Loans or LIBOR Advances, or of converting (or of its obligation as applicable) that arise in connection with any Change In Law, except for such changes with respect to convert) any Loans into, LIBOR Loans, in any case from time to time increased capital costs which are governed by reason of: (a) to the extent not included in the calculation of the LIBOR (Reserve Adjusted), any reserve, special deposit, or similar requirement against assets of, deposits with or for the account of, or credit extended by such Lender, under or pursuant to any change in any law, treaty, rule, regulation (including any F.R.S. Board regulation), or requirement from that in effect on the Effective Date, or as the result of any Regulatory Change; orSection 4.05. (b) any Regulatory Change which shall subject such Lender to any tax (other than taxes on net income including franchise taxes based on income, and franchises), levy, impost, charge, fee, duty, deduction, or withholding or any kind whatsoever or change the taxation of any Loan made or maintained as a LIBOR Loan and the interest thereon (other than any change which affects, and to the extent that it affects, the taxation of net income including franchise taxes based on income and franchises). Such Each affected Lender shall promptly and in no event later than ninety (90) days after its knowledge of the occurrence of any such event notify the Agent and the Borrower by certification in writing (in a certificate which shall set out in reasonable detail the basis of the computation of such amounts; provided that such Lender shall not be required to set out details of its computations relating to its liability to pay corporation tax or any similar tax on profits or gains) of the occurrence of any such event, such notice to state, in reasonable detail, stating the reasons therefor and the additional amount required fully to compensate such Lender for such increased cost or reduced amount; provided, however, no Lender may make any demand for any such amounts accrued under this Section 5.3 for any period commencing more than ninety (90) days prior to the ----------- receipt by the Borrower of such notice or, should such cost have accrued retroactively, within ninety (90) days of the determination by such Lender of such cost. Such additional amounts shall be payable by the Borrower directly to such Lender within five thirty (530) days 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. (c) The provisions of this Section 4.03 shall not oblige the Borrower to make payment to any Lender in relation to any such additional amounts to the extent that: (i) such additional amounts are imposed by reason of the willful misconduct or gross negligence of such Lender or result from any failure on the part of such Lender to comply with any of the express terms of this Agreement or any other Loan Document (except where such failure results from any failure on the part of any party (other than such Lender) to this Agreement or any other Loan Document to comply with any of the express terms thereof); or (ii) such additional amounts result from any failure by such Lender duly to comply with all Applicable Laws of which it may reasonably be expected to be aware relating to filing of regulatory returns and statements, or (iii) such additional amounts were incurred more than one hundred eighty (180) days prior to the date that such Lender notified the Borrower of the Change In Law giving rise to such increased costs or reductions as contemplated by Section 4.03(b); provided that failure or delay on the part of any Lender to notify the Borrower of such an event shall not constitute a waiver of such Lender’s right to such additional amounts; provided, further, that if an event 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; or (iv) such additional amounts constitute Taxes. (d) If any Lender requests compensation under this Section 4.03, then such Lender shall use reasonable efforts to file any certificate or document reasonably requested by the Borrower or designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if such filing, designation or assignment (i) would eliminate or reduce amounts payable pursuant to this Section 4.03 in the future and (ii) in the judgment of such Lender, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Increased LIBOR Loan Costs, etc. (a) 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 such Lender’s Allocations and the making of Advances hereunder (including the making 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, as LIBOR Loans) that arise in connection with any Change In Law, in any case from time except for such changes with respect to time increased capital costs which are governed by reason of: (a) to the extent not included in the calculation of the LIBOR (Reserve Adjusted), any reserve, special deposit, or similar requirement against assets of, deposits with or for the account of, or credit extended by such Lender, under or pursuant to any change in any law, treaty, rule, regulation (including any F.R.S. Board regulation), or requirement from that in effect on the Effective Date, or as the result of any Regulatory Change; orSection 4.05. (b) any Regulatory Change which shall subject such Lender to any tax (other than taxes on net income including franchise taxes based on income, and franchises), levy, impost, charge, fee, duty, deduction, or withholding or any kind whatsoever or change the taxation of any Loan made or maintained as a LIBOR Loan and the interest thereon (other than any change which affects, and to the extent that it affects, the taxation of net income including franchise taxes based on income and franchises). Such Each affected Lender shall promptly and in no event later than ninety (90) days after its knowledge of the occurrence of any such event notify the Agent and the Borrower by certification in writing (in a certificate which shall set out in reasonable detail the basis of the computation of such amounts; provided that such Lender shall not be required to set out details of its computations relating to its liability to pay corporation tax or any similar tax on profits or gains) of the occurrence of any such event, such notice to state, in reasonable detail, stating the reasons therefor and the additional amount required fully to compensate such Lender for such increased cost or reduced amount; provided, however, no Lender may make any demand for any such amounts accrued under this Section 5.3 for any period commencing more than ninety (90) days prior to the ----------- receipt by the Borrower of such notice or, should such cost have accrued retroactively, within ninety (90) days of the determination by such Lender of such cost. Such additional amounts shall be payable by the Borrower directly to such Lender within five thirty (530) days 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. (c) The provisions of this Section 4.03 shall not oblige the Borrower to make payment to any Lender in relation to any such additional amounts to the extent that: (i) such additional amounts are imposed by reason of the willful misconduct or gross negligence of such Lender or result from any failure on the part of such Lender to comply with any of the express terms of this Agreement or any other Loan Document (except where such failure results from any failure on the part of any party (other than such Lender) to this Agreement or any other Loan Document to comply with any of the express terms thereof); or (ii) such additional amounts result from any failure by such Lender duly to comply with all Applicable Laws of which it may reasonably be expected to be aware relating to filing of regulatory returns and statements, or (iii) such additional amounts were incurred more than one hundred eighty (180) days prior to the date that such Lender notified the Borrower of the Change In Law giving rise to such increased costs or reductions as contemplated by Section 4.03(a); provided that failure or delay on the part of any Lender to demand compensation pursuant to this Section 4.03 shall not constitute a waiver of such Lender’s right to demand such compensation; 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; or (iv) such additional amounts constitute Taxes. (d) If any Lender requests compensation under this Section 4.03, then such Lender shall use reasonable efforts to file any certificate or document reasonably requested by the Borrower or designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if such filing, designation or assignment (i) would eliminate or reduce amounts payable pursuant to this Section 4.03 in the future and (ii) in the judgment of such Lender, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Increased LIBOR Loan Costs, etc. The Borrower agrees to ------------------------------- reimburse each Lender for any increase in the cost to such Lender of, or any reduction in 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, LIBOR LoansLoans (such increases in costs and reductions in amounts receivable, after taking into account such Lender's estimate, which shall be conclusive if given in any case from time to time by reason of: (a) to the extent not included in the calculation good faith, of the LIBOR (Reserve Adjustednet tax benefit, if any, realized by such Lender from such additional costs and reductions, being herein called "Additional Costs"), resulting from any Regulatory Change after the Effective Date which: (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement in respect of any of such LIBOR Loans (other than taxes imposed on the overall net income of such Lender for any such LIBOR Loans by the jurisdiction in which such Lender has its principal office) or (ii) imposes or modifies (without duplication of any other amount required to be paid hereunder) any reserve, special deposit, minimum capital, capital ratio or similar requirement against assets of, deposits with or for requirements relating to the account of, or credit extended making by such Lender, under or pursuant to Lender of any change in any law, treaty, rule, regulation LIBOR Loans (including any increase in cost to a Lender by reason of an increase in any reserve requirement specified from time to time by the F.R.S. Board regulation), and applicable to "Eurodollar Liabilities" as defined in Regulation D of the F.R.S. Board or requirement from that in effect on the Effective Date, or as the result of any Regulatory Change; or (b) any Regulatory Change which shall subject such Lender to any tax (other than taxes on net income including franchise taxes based on income, and franchises), levy, impost, charge, fee, duty, deduction, or withholding or any kind whatsoever or change the taxation of any Loan made or maintained as a LIBOR Loan and the interest thereon (other than any change which affects, and to the extent that it affects, the taxation of net income including franchise taxes based on income and franchisessimilar reserve requirements affecting Eurodollar deposits). Such Lender shall promptly and in no event later than ninety (90) days after its knowledge of the occurrence of any such event notify the Administrative Agent and the Borrower in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate such Lender for such increased cost or reduced amount; provided, however, no Lender may make any demand for any such amounts accrued under this Section 5.3 for any period commencing more than ninety (90) days prior to the ----------- receipt by the Borrower of such notice or, should such cost have accrued retroactively, within ninety (90) days of the determination by such Lender of such costAdditional Costs. Such additional amounts Additional Costs shall be payable by the Borrower directly to such Lender within five thirty (530) days of its after the Borrower's receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrower.

Increased LIBOR Loan Costs, etc. The Borrower agrees to ------------------------------- shall reimburse each Lender Bank for any increase in the cost to such Lender Bank of, or any reduction in the amount of any sum receivable by such Lender Bank 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, LIBOR Loans, Loans as a result of any change in any case law, rule, regulation, treaty or directive or in the interpretation or administration thereof, or compliance by Bank with any request or directive (whether or not having the force of law) from time to time by reason ofany court, central bank, governmental authority, agency or instrumentality, or comparable agency, including but not limited to: (a) any tax, duty or other charge with respect to any LIBOR Loan, the extent not included in Revolving Note or any Bank's obligation to make any LIBOR Loan is imposed, modified or deemed applicable, or the calculation basis of taxation of payments to Bank of the principal of, or interest on, any LIBOR Loan (Reserve Adjusted), other than taxes imposed on the overall net income of such Bank by the jurisdiction in which such Bank has its principal office) is changed after the date hereof; (b) any reserve, special deposit, special assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by such Lenderby, under Bank is imposed, modified or pursuant to any change in any law, treaty, rule, regulation (including any F.R.S. Board regulation), or requirement from that in effect on is changed after the Effective Date, or as the result of any Regulatory Changedate hereof; or (bc) any Regulatory Change which shall subject such Lender to any tax (other than taxes on net income including franchise taxes based on income, and franchises), levy, impost, charge, fee, duty, deduction, or withholding condition affecting this Agreement or any kind whatsoever or change the taxation of any Loan made or maintained as a LIBOR Loan and is imposed on Bank or its relevant market after the interest thereon (other than any change which affects, and to the extent that it affects, the taxation of net income including franchise taxes based on income and franchises)date hereof. Such Lender Bank shall promptly and in no event later than ninety (90) days after its knowledge of the occurrence of any such event notify the Agent and the Borrower in writing of the occurrence of any such eventchange, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate such Lender Bank for such increased cost or reduced amount; provided, however, no Lender may make any demand . Borrower shall not be obligated to Bank for any such amounts accrued under cost incurred pursuant to this Section 5.3 for any period commencing more than ninety (90) section before 30 days prior to the ----------- receipt by later of (y) the Borrower incurrence of the cost or (z) the retroactive application of such notice or, should a change causing such cost have accrued retroactively, within ninety (90) days of the determination by such Lender of such costincurrence. Such additional amounts shall be payable by the Borrower directly to such Lender Bank within five (5) 15 days of its receipt of such notice, and such notice shall, in the absence shall be rebuttable presumptive evidence of manifest error, be conclusive and binding on the Borrowerthat additional amounts are due.

Increased LIBOR Loan Costs, etc. The Borrower agrees to ------------------------------- reimburse each Lender for any increase in the cost to such Lender of, or any reduction in 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, LIBOR LoansLoans (such increases in costs and reductions in amounts receivable, after taking into account such Lender’s estimate, which shall be conclusive if given in any case from time to time by reason of: (a) to the extent not included in the calculation good faith, of the LIBOR (Reserve Adjustednet tax benefit, if any, realized by such Lender from such additional costs and reductions, being herein called “Additional Costs”), resulting from any Regulatory Change after the Effective Date which: (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement in respect of any of such LIBOR Loans (other than taxes imposed on the overall net income of such Lender for any such LIBOR Loans by the jurisdiction in which such Lender has its principal office) or (ii) imposes or modifies (without duplication of any other amount required to be paid hereunder) any reserve, special deposit, minimum capital, capital ratio or similar requirement against assets of, deposits with or for requirements relating to the account of, or credit extended making by such Lender, under or pursuant to Lender of any change in any law, treaty, rule, regulation LIBOR Loans (including any increase in cost to a Lender by reason of an increase in any reserve requirement specified from time to time by the F.R.S. Board regulation), and applicable to “Eurodollar Liabilities” as defined in Regulation D of the F.R.S. Board or requirement from that in effect on the Effective Date, or as the result of any Regulatory Change; or (b) any Regulatory Change which shall subject such Lender to any tax (other than taxes on net income including franchise taxes based on income, and franchises), levy, impost, charge, fee, duty, deduction, or withholding or any kind whatsoever or change the taxation of any Loan made or maintained as a LIBOR Loan and the interest thereon (other than any change which affects, and to the extent that it affects, the taxation of net income including franchise taxes based on income and franchisessimilar reserve requirements affecting Eurodollar deposits). Such Lender shall promptly and in no event later than ninety (90) days after its knowledge of the occurrence of any such event notify the Administrative Agent and the Borrower in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate such Lender for such increased cost or reduced amount; provided, however, no Lender may make any demand for any such amounts accrued under this Section 5.3 for any period commencing more than ninety (90) days prior to the ----------- receipt by the Borrower of such notice or, should such cost have accrued retroactively, within ninety (90) days of the determination by such Lender of such costAdditional Costs. Such additional amounts Additional Costs shall be payable by the Borrower directly to such Lender within five thirty (530) days of its after the Borrower’s receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrower.