LIBOR Indemnity. If any Regulatory Change, or compliance by the Bank or any Person controlling the Bank with any request or directive of any governmental authority, central bank or comparable agency (whether or not having the force of law) shall (a) impose, modify or deem applicable any assessment, reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of or loans by, or any other acquisition of funds or disbursements by, the Bank; (b) subject the Bank or any LIBOR Loan to any tax, duty, charge, stamp tax or fee or change the basis of taxation of payments to the Bank of principal or interest due from the Borrower to the Bank hereunder (other than a change in the taxation of the overall net income of the Bank); or (c) impose on the Bank any other condition regarding such LIBOR Loan or the Bank’s funding thereof, and the Bank shall determine (which determination shall be conclusive, absent manifest error) that the result of the foregoing is to increase the cost to, or to impose a cost on, the Bank or such controlling Person of making or maintaining such LIBOR Loan or to reduce the amount of principal or interest received by the Bank hereunder, then the Borrower shall pay to the Bank or such controlling Person, on demand, such additional amounts as the Bank shall, from time to time, determine are sufficient to compensate and indemnify the Bank for such increased cost or reduced amount.
LIBOR Indemnity. If the Borrowers for any reason (including, without limitation, pursuant to Sections 2.7, 2.11, 2.12 and 8.2 hereof) make any payment of principal with respect to any LIBOR Loan on any day other than the last day of an Interest Period applicable to such LIBOR Loan, or fails to borrow or continue or convert to a LIBOR Loan after giving a Notice of Borrowing or Conversion thereof pursuant to Section 2.3, or fails to prepay a LIBOR Loan after having given notice thereof, the Borrowers shall pay to the Agent for the benefit of the Lenders a “yield maintenance fee” in an amount computed as follows: the current rate for United States Treasury securities (bills on a discounted basis shall be converted to a bond equivalent) with a maturity date closest to the expiration of the Interest Period of the Loan as to which the prepayment is made, shall be subtracted from the interest rate applicable (pursuant to Section 2.5(b)) to each LIBOR Loan in effect at the time of prepayment. If the result is zero (0) or a negative number, there shall be no yield maintenance fee. If the result is a positive number, then the resulting percentage shall be multiplied by the amount of the principal balance being prepaid. The resulting amount shall be divided by 360 and multiplied by the number of days remaining in the Interest Period of the Loan as to which the prepayment is made. Said amount shall be reduced to present value calculated by using the above referenced United States Treasury securities rate and the number of days remaining in the Interest Period of the Loan as to which prepayment is made. The resulting amount shall be the yield maintenance fee due to the Lenders upon the payment of a LIBOR Loan under the circumstances described in the first sentence of this Section 2.9. The Borrowers shall pay such amount upon presentation by the Agent of a statement setting forth the amount and the Agent’s (or the affected Lenders’) calculation thereof pursuant hereto, which statement shall be deemed true and correct absent manifest error. If the Obligations are declared immediately due and payable pursuant to Section 8.2, then any amount provided for in this Section 2.9 shall be due and payable in the same manner as though the Borrowers had made a prepayment of the LIBOR Loans. The Borrowers recognize that the Lenders will incur substantial additional costs and expenses including loss of yield and anticipated profitability in the event of prepayment of all or part of a LIBOR Loan and t...
LIBOR Indemnity. If any Regulatory Change, or compliance by Lender or any Person controlling Lender with any request or directive of any governmental authority, central bank or comparable agency (whether or not having the force of law) shall (a) impose, modify or deem applicable any assessment, reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of or loans by, or any other acquisition of funds or disbursements by, Lender; (b) subject Lender or any LIBOR Loan to any tax, duty, charge, stamp tax or fee or change the basis of taxation of payments to Lender of principal or interest due from Borrower to Lender hereunder (other than a change in the taxation of the overall net income of Lender); or (c) impose on Lender any other condition regarding such LIBOR Loan or Lender’s funding thereof, and Lender shall determine (which determination shall be conclusive, absent manifest error) that the result of the foregoing is to increase the cost to, or to impose a cost on, Lender or such controlling Person of making or maintaining such LIBOR Loan or to reduce the amount of principal or interest received by Lender hereunder, Borrower shall pay to Lender or such controlling Person, on demand (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail), such additional amounts as Lender shall, from time to time, determine are sufficient to compensate and indemnify Lender for such increased cost or reduced amount.
LIBOR Indemnity. If any Regulatory Change, or compliance by the Bank or any Person controlling the Bank with any request or directive of any governmental authority, central bank or comparable agency (whether or not having the force of law) shall (a) impose, modify or deem applicable any assessment, reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of or loans by, or any other acquisition of funds or disbursements by, the Bank; (b) subject the Bank or any Loan to any tax, duty, charge, stamp tax or fee or change the basis of taxation of payments to the Bank of principal or interest due from the Borrower to the Bank hereunder (other than a change in the taxation of the overall net income of the Bank); or (c) impose on the Bank any other condition regarding such Loan or the Bank’s funding thereof, and the Bank shall determine (which determination shall be conclusive, absent manifest error) that the result of the foregoing is to increase the cost to, or to impose a cost on, the Bank or such controlling Person of making or maintaining such Loan or to reduce the amount of principal or interest received by the Bank hereunder, then the Borrower shall pay to the Bank or such controlling Person, on demand, such additional amounts as the Bank shall, from time to time, determine are sufficient to compensate and indemnify the Bank for such increased cost or reduced amount.
LIBOR Indemnity. Each Obligor agrees to indemnify Lender and to hold Lender harmless from any loss or expense which Lender may sustain or incur as a consequence of (a) default by a Borrower in payment when due of the principal amount of or interest on any LIBOR Rate Loans, (b) default by a Borrower in making, continuing or converting a borrowing after Borrower has given a Notice of Borrowing in respect thereto, (c) default by a Borrower in making any prepayment after such Borrower has given a voluntary prepayment notice, or (d) the making of a prepayment of a LIBOR Rate Loan on a day which is not the last day of the Interest Period with respect thereto, including, without limitation, in each case, any such loss or expense arising from the reemployment of funds obtained by Lender to maintain its LIBOR Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained. The amount of such loss or expense shall be determined by Lender using any reasonable attribution or averaging method which it selects and, as appropriate, based on the assumption that a requested LIBOR Rate Loan was funded in the London interbank market by Lender on the requested disbursement date; and shall be due and payable on demand. A certificate of the Lender claiming entitlement to such indemnity, addressed to the Obligors, setting forth the nature of the occurrence giving rise to such amount of such loss or expense, the claim for indemnity hereunder, and the method by which the amount of such claim was determined, shall accompany each demand for indemnity hereunder.
LIBOR Indemnity. Borrowers will indemnify Bank against any loss or expense which Bank actually sustains or incurs as a consequence of any prepayment by Borrowers of a LIBOR Loan prior to the end of the applicable Rate Period. If Bank actually sustains or incurs any such loss or expense it will within ninety (90) days of such loss or expense notify Borrowers in writing of the amount determined in good faith by the Bank to be necessary to indemnify Bank for the loss or expense. Such amount will be due and payable by Borrowers to Bank within ten (10) days after presentation by Bank of a statement setting forth a brief explanation of and Bank's calculation of such amount, which statement shall be presumptively deemed correct absent manifest error. Any amount payable to the Bank under this Section will bear interest at the applicable default rate from the due date until paid, both before and after judgment.
LIBOR Indemnity. If Borrower for any reason makes any payment of principal with respect to any LIBOR Rate Loan on any day other than the last day of an Interest Period applicable to such LIBOR Rate Loan, or fails to borrow or continue or convert to a LIBOR Rate Loan after giving a Notice of Borrowing or Conversion thereof pursuant to Section 4.5 of this Agreement, or fails to prepay a LIBOR Rate Loan after having given notice thereof, Borrower shall pay to Lender any amount required to compensate Lender for any additional losses, costs, or expenses that Lender reasonably may incur as a result of such payment or failure (calculated in accordance with Lender’s standard practice at the time in question), including, without limitation, any loss (including loss of anticipated profits), costs, or expense incurred by reason of the liquidation or re-employment of deposits or other funds required by Lender to fund or maintain such LIBOR Rate Loan. Borrower shall pay such amount upon presentation by Lender of a statement setting forth the amount and Lender’s calculation thereof in reasonable detail, which statement shall be deemed true and correct, absent manifest error.
LIBOR Indemnity. If any regulatory change, or compliance by Lender or any Person controlling Lender with any request or directive of any governmental authority, central bank or comparable agency (whether or not having the force of law) shall (a) impose, modify or deem applicable any assessment, reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of or loans by, or any other acquisition of funds or disbursements by, Lender; (b) subject Lender or any BBA LIBOR Rate (Adjusted Periodically) LIBOR Loan to any tax, duty, charge, stamp tax or fee or change the basis of taxation of payments to Lender of principal or interest due from Borrower to Lender hereunder (other than a change in the taxation of the overall net income of Lender); or (c) impose on Lender any other condition regarding such Loan or Lender’s funding thereof, and Lender shall determine (which determination shall be conclusive, absent manifest error) that the result of the foregoing is to increase the cost to, or to impose a cost on, Lender or such controlling Person of making or maintaining such Loan or to reduce the amount of principal or interest received by Lender hereunder, then Borrower shall pay to Lender or such controlling Person, on demand, such additional amounts as Lender shall, from time to time, determine are sufficient to compensate and indemnify Lender for such increased cost or reduced amount.
LIBOR Indemnity. Borrowers shall indemnify Bank against any loss or expense (including loss of margin) which Bank has sustained or incurred as a consequence of (a) payment, prepayment or conversion of any portion of any LIBOR Rate Advances on a day other than the last day of the corresponding Rate Period (even if such payment is pursuant to demand by Bank pursuant to this Agreement and whether or not any such payment, prepayment or conversion is consented to by Bank); or (b) attempt by Borrowers to revoke in whole or in part any irrevocable LIBOR Rate Notification pursuant to this Agreement. If any such loss is sustained, Bank shall from time to time notify Borrowing Agent of the amount determined in good faith by Bank (which determination shall be conclusive) to be necessary to indemnify Bank for such loss or expense. Such amount shall be due and payable by Borrowers on demand.
LIBOR Indemnity. 20 2.12 Term . . . . . . . . . . . . . . . . . . . . . . . 20 2.13 Termination . . . . . . . . . . . . . . . . . . . 20
