Common use of Increased Loan Costs, etc Clause in Contracts

Increased Loan Costs, etc. (a) The U.S. Borrower agrees to reimburse each U.S. Lender for any increase in the cost to such U.S. Lender of, or any reduction in the amount of any sum receivable by such U.S. Lender in respect of, such U.S. Lender's Commitments hereunder in respect of Eurodollar Loans made to it (including the making, continuing or maintaining (or of such U.S. Lender's obligation to make or continue) any Eurodollar Loans) that arise in connection with any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in after the Original Closing Date (or, with respect to any U.S. Lender that became a U.S. Lender on or subsequent to the Amendment Effective Date, after the Amendment 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 U.S. Lender shall promptly notify the U.S. Administrative Agent and the U.S. Borrower in writing of the occurrence of any such event, stating, in reasonable detail, the reasons therefor and the additional amount required fully to compensate such U.S. Lender for such increased cost or reduced amount. Such additional amounts shall be payable by the U.S. Borrower directly to such U.S. Lender 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 U.S. Borrower. (b) The Canadian Borrower agrees to reimburse each Canadian Lender for any increase in the cost to such Canadian Lender of, or any reduction in the amount of any sum receivable by such Canadian Lender in respect of, such Canadian Lender's Commitments hereunder in respect of Fixed Rate Loans made to it (including the making, continuing or maintaining (or of such Canadian Lender's obligation to make or continue) any Canadian Loans as Fixed Rate Loans) that arise in connection with any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in after the Amendment 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 Canadian Lender shall promptly notify the applicable Canadian Administrative Agent and the Canadian Borrower in writing of the occurrence of any such event, stating, in reasonable detail, the reasons therefor and the additional amount required fully to compensate such Canadian Lender for such increased cost or reduced amount. Such additional amounts shall be payable by the Canadian Borrower directly to such Canadian Lender 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 Canadian Borrower.

Increased Loan Costs, etc. (a) The U.S. Borrower agrees to Borrowers shall reimburse each U.S. Lender and Issuer for any increase in the cost to such U.S. Lender or Issuer of, or any reduction in the amount of any sum receivable by such U.S. Lender or Issuer in respect of, such U.S. Lender's Lender or Issuer’s Commitments and the making of Credit Extensions hereunder in respect of Eurodollar Loans made to it (including the making, continuing or maintaining (or of such U.S. Lender's its obligation to make or continue) any Eurodollar Loans as, or of converting (or of its obligation to convert) any Loans into, Fixed Rate Loans) that arise in connection with any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in after the Original Closing Date (or, with respect to any U.S. Lender that became a U.S. Lender on or subsequent to the Amendment Effective Date, after the Amendment Effective Date) of, any law or regulation, directive, guideline, decision or request (whether or not having the force of lawlaw but binding on such Person) 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 U.S. Lender or Issuer shall promptly notify the U.S. Administrative Agent Agents and the U.S. Borrower ACT in writing of the occurrence of any such event, stating, in reasonable detail, stating the reasons therefor and the additional amount required fully to compensate such U.S. Lender or Issuer for such increased cost or reduced amount. Such additional amounts shall be payable by the U.S. Borrower Borrowers directly to such U.S. Lender or Issuer within five thirty days of its ACT’s receipt of such notice, and such notice shall, in the absence shall constitute prima facie evidence of manifest error, be conclusive and binding on the U.S. Borrower. (b) The Canadian Borrower agrees to reimburse each Canadian Lender for any increase in the cost to such Canadian Lender of, or any reduction in the amount of any sum receivable by such Canadian Lender in respect of, such Canadian Lender's Commitments hereunder in respect of Fixed Rate Loans made to it (including the making, continuing or maintaining (or of such Canadian Lender's obligation to make or continue) any Canadian Loans as Fixed Rate Loans) that arise in connection with any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in after the Amendment 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 Canadian Lender shall promptly notify the applicable Canadian Administrative Agent and the Canadian Borrower in writing of the occurrence of any such event, stating, in reasonable detail, the reasons therefor and the additional amount required fully to compensate such Canadian Lender for such increased cost or reduced amount. (b) A Lender claiming any reimbursement, compensation, indemnification or any other payment under Sections 4.3, 4.4, 4.5 or 4.6 or Section 11.4 shall use reasonable efforts, consistent with its internal policies, to designate a different lending office if the making of such a designation would avoid the need for, or reduce the amount of, such reimbursement, compensation, indemnification or other payment. Such additional If a Lender is not able to obviate its requirement for reimbursement, compensation, indemnification or other payment pursuant to Sections 4.3, 4.4, 4.5 or 4.6 or Section 11.4 by designating a different lending office, the Borrowers shall (subject to Section 11.11) have the right to obligate the Lender to assign its all but not less than all of its rights and obligations under this Agreement and the other Loan Documents to an Eligible Assignee if such assignment would allow the Borrowers, either at that time or in the future, to avoid having to pay such reimbursement, compensation, indemnification or other payment, provided that such assignment results in the assigning Lender being paid an amount equal to all amounts owing hereunder by the Borrowers to such Lender at that time and any outstanding Letter of Credit issued by such Lender is Cash Collateralized or replaced. Any assignment hereunder shall be payable made by the Canadian Borrower directly to assigning Lender in accordance with the terms and requirements of this Agreement. No claim may be made by a Lender under Sections 4.3, 4.4, 4.5 or 4.6 or Section 11.4 unless such Canadian Lender within five days is claiming such reimbursement, compensation, indemnification or other payment generally from all of its receipt of customers against whom it is entitled to make such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on the Canadian Borrowerclaim.