Common use of LIBOR Indemnity Clause in Contracts

LIBOR Indemnity. If any Regulatory Change, or compliance by the --------------- Lender or any Person controlling the Lender with any request or directive of any governmental authority, central bank or comparable agency (whether or not having the force of law) issued or promulgated after the date of this Agreement shall (i) 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 Lender; (ii) subject the Lender, any LIBOR Loan or any Fixed LIBOR Loan to any tax, duty, charge, stamp tax or fee or change the basis of taxation of payments to the Lender of principal or interest due from the Borrowers to the Lender hereunder (other than a change in the taxation of the overall net income of the Lender); or (iii) impose on the Lender any other condition regarding such LIBOR Loan or Fixed LIBOR Loan or the Lender's funding thereof, and the Lender shall determine in its reasonable good faith judgment (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 Lender or such controlling Person of making or maintaining such LIBOR Loan or to reduce the amount of principal or interest received by the Lender hereunder, then the Borrowers shall pay to the Lender or such controlling Person, on demand, such additional amounts as the Lender shall, from time to time, determine are sufficient to compensate and indemnify the Lender for such increased cost or reduced amount; provided that (i) the Lender provides Borrowers notice thereof within thirty (30) days of such Regulatory Change or applicable request or directive and (ii) if the Lender or such controlling Person could mitigate the amount by changing its lending office or taking similar action, it will do so as long as there are no detrimental consequences to the Lender or such controlling Person.

LIBOR Indemnity. If Borrower agrees to indemnify Lender and to hold Lender harmless from any Regulatory Changeloss or expense which Lender may sustain or incur as a consequence of (a) default by Borrower in payment when due of the principal amount of or interest on any LIBOR Rate Loans, (b) default by Borrower in making, continuing or converting a borrowing after Borrower has given a Notice of Borrowing in respect thereto, (c) default by Borrower in making any prepayment after Borrower has given a voluntary prepayment notice, or compliance (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 any Person controlling 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 with any request claiming entitlement to such indemnity, addressed to Borrower, setting forth the nature of the occurrence giving rise to such amount of such loss or directive of any governmental authority, central bank or comparable agency (whether or not having the force of law) issued or promulgated after the date of this Agreement shall (i) 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 byexpense, the Lender; (ii) subject the Lender, any LIBOR Loan or any Fixed LIBOR Loan to any tax, duty, charge, stamp tax or fee or change the basis of taxation of payments to the Lender of principal or interest due from the Borrowers to the Lender hereunder (other than a change in the taxation of the overall net income of the Lender); or (iii) impose on the Lender any other condition regarding such LIBOR Loan or Fixed LIBOR Loan or the Lender's funding thereofclaim for indemnity hereunder, and the Lender shall determine in its reasonable good faith judgment (method by 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 Lender or such controlling Person of making or maintaining such LIBOR Loan or to reduce the amount of principal or interest received by the Lender such claim was determined, shall accompany each demand for indemnity hereunder, then the Borrowers shall pay to the Lender or such controlling Person, on demand, such additional amounts as the Lender shall, from time to time, determine are sufficient to compensate and indemnify the Lender for such increased cost or reduced amount; provided that (i) the Lender provides Borrowers notice thereof within thirty (30) days of such Regulatory Change or applicable request or directive and (ii) if the Lender or such controlling Person could mitigate the amount by changing its lending office or taking similar action, it will do so as long as there are no detrimental consequences to the Lender or such controlling Person.

LIBOR Indemnity. If Each Obligor agrees to indemnify Lender and to hold Lender harmless from any Regulatory Changeloss 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 compliance (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 any Person controlling 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 with any request 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 directive of any governmental authority, central bank or comparable agency (whether or not having the force of law) issued or promulgated after the date of this Agreement shall (i) 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 byexpense, the Lender; (ii) subject the Lender, any LIBOR Loan or any Fixed LIBOR Loan to any tax, duty, charge, stamp tax or fee or change the basis of taxation of payments to the Lender of principal or interest due from the Borrowers to the Lender hereunder (other than a change in the taxation of the overall net income of the Lender); or (iii) impose on the Lender any other condition regarding such LIBOR Loan or Fixed LIBOR Loan or the Lender's funding thereofclaim for indemnity hereunder, and the Lender shall determine in its reasonable good faith judgment (method by 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 Lender or such controlling Person of making or maintaining such LIBOR Loan or to reduce the amount of principal or interest received by the Lender such claim was determined, shall accompany each demand for indemnity hereunder, then the Borrowers shall pay to the Lender or such controlling Person, on demand, such additional amounts as the Lender shall, from time to time, determine are sufficient to compensate and indemnify the Lender for such increased cost or reduced amount; provided that (i) the Lender provides Borrowers notice thereof within thirty (30) days of such Regulatory Change or applicable request or directive and (ii) if the Lender or such controlling Person could mitigate the amount by changing its lending office or taking similar action, it will do so as long as there are no detrimental consequences to the Lender or such controlling Person.

LIBOR Indemnity. If The Borrowers agree to indemnify the Banks and the Agent and to hold them harmless from and against any Regulatory Changeloss, cost or expenses (including loss of anticipated profits) that the Banks and the Agent may sustain or incur as a consequence of (a) default by the Borrowers in payment of the principal amount of or any interest on any LIBOR Loans as and when due and payable, including any such loss or expense arising from interest or fees payable by any Bank or the Agent to lenders of funds obtained by it in order to maintain its LIBOR Loans, or compliance (b) default by the --------------- Lender Borrowers in making a borrowing or any Person controlling conversion after the Lender with any request Borrowers have given (or directive are deemed to have given) notice pursuant to ss.2.5 or ss.2.6, the making of any governmental authority, central bank or comparable agency (whether or not having the force payment of law) issued or promulgated after the date of this Agreement shall (i) 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 Lender; (ii) subject the Lender, any LIBOR Loan or any Fixed LIBOR Loan to any tax, duty, charge, stamp tax or fee or change the basis of taxation of payments to the Lender of principal or interest due from the Borrowers to the Lender hereunder (other than a change in the taxation of the overall net income of the Lender); or (iii) impose on the Lender any other condition regarding such LIBOR Loan or Fixed LIBOR Loan or the Lender's funding thereofmaking of any conversion of any such LIBOR Loan to a Base Rate Loan on a day that is not the last day of the applicable Interest Period with respect thereto, and including interest or fees payable by any Bank to lenders of funds obtained by it in order to maintain any such LIBOR Loans. Such loss or reasonable expense shall include an amount equal to the Lender shall determine excess, if any, as reasonably determined by each Bank of (i) its cost of obtaining the funds for the LIBOR Loan being paid, prepaid, converted, not converted, or not borrowed, as the case may be (based on the LIBOR Rate) for the period from the date of such payment, prepayment, conversion, or failure to borrow or convert, as the case may be, to the last day of the Interest Period for such Loan (or, in its reasonable good faith judgment the case of a failure to borrow, the Interest Period for the Loan which would have commenced on the date of such failure to borrow) over (ii) the amount of interest (as reasonably determined by such Bank) that would be realized by such Bank in re-employing the funds so paid, prepaid, converted, or not borrowed, converted, or prepaid for such period or Interest Period, as the case may be, which determination determinations shall be conclusiveprima facie correct and binding, absent manifest error) that the result of the foregoing is to increase the cost to, or to impose a cost on, the Lender or such controlling Person of making or maintaining such LIBOR Loan or to reduce the amount of principal or interest received by the Lender hereunder, then the Borrowers shall pay to the Lender or such controlling Person, on demand, such additional amounts as the Lender shall, from time to time, determine are sufficient to compensate and indemnify the Lender for such increased cost or reduced amount; provided that (i) the Lender provides Borrowers notice thereof within thirty (30) days of such Regulatory Change or applicable request or directive and (ii) if the Lender or such controlling Person could mitigate the amount by changing its lending office or taking similar action, it will do so as long as there are no detrimental consequences to the Lender or such controlling Person.