Common use of Libor Rate Provisions Clause in Contracts

Libor Rate Provisions. (a) If any requirement of law or any change therein, or in the interpretation or application thereof, shall hereafter make it unlawful for Lender in good faith to make or maintain the Loan bearing interest at a LIBOR Rate, (i) the obligation of Lender hereunder to make the Loan bearing interest at the LIBOR Rate (plus the Applicable Margin) shall be canceled forthwith and (ii) the Contract Rate shall (notwithstanding anything provided in this Agreement to the contrary) automatically convert to the Adjusted Rate commencing on the first day of the next succeeding Interest Period or within such earlier period as required by law. Borrower shall promptly pay Lender, upon demand, any additional amounts necessary to compensate Lender for any reasonable third party costs incurred by Lender in making any conversion in accordance with this Agreement, including without limitation, any interest or fees payable by Lender to lenders of funds obtained by it in order to make or maintain the Loan. Upon written demand from Borrower, Agent or Lender shall demonstrate in reasonable detail the circumstances giving rise to Lender's determination and the calculation substantiating the Adjusted Rate and any additional costs incurred by Lender in making the conversion, which, upon written notice thereof from Agent or Lender, as certified to Borrower, shall be conclusive absent manifest error. In the event Lender shall determine in its good faith (which determination shall be conclusive and binding upon Borrower) that the aforesaid circumstances no longer exist, the Contract Rate shall be converted back to the LIBOR Rate plus the Applicable Margin commencing on the first day of the Interest Period which occurs at least three (3) days after such determination by Lender. (b) In the event that any change in any requirement of law or in the interpretation or application thereof other than changes relating to income, excise, franchise or other taxes applicable to Lender, or compliance in good faith by Lender with any request or directive (whether or not having the force of law) hereafter issued by any central bank or other Governmental Authority: (i) shall hereafter impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit extended by, or any other acquisition of funds, by any office of Lender which is not otherwise included in the determination of the LIBOR Rate hereunder; (ii) shall hereafter have the effect of reducing the rate of return on Lender's capital as a consequence of its obligations hereunder to a level below that which Lender could have achieved but for such adoption, change or compliance (taking into consideration Lender's policies with respect to capital adequacy) by any amount deemed by Lender to be material; or (iii) shall hereafter impose on Lender any other condition; and the result of any of the foregoing is to increase the cost to Lender of making, renewing or maintaining loans or extensions of credit or to reduce any amount receivable hereunder, then, in any such case, Borrower shall promptly pay Lender, upon demand, any additional amounts necessary to compensate Lender for such additional cost or reduced amount receivable as determined by Lender (collectively, "INCREASED COSTS"). If Lender becomes entitled to claim any Increased Costs pursuant to this Section, Lender shall provide Borrower with not less than thirty (30) days' written notice specifying in reasonable detail the event or circumstance by reason of which it has become so entitled and the additional amount required to fully-compensate Lender for such Increased Costs. A certificate as to any Increased Costs submitted by Agent or Lender to Borrower shall be conclusive in the absence of manifest error. This provision shall survive the repayment of the Loan and the satisfaction of all other obligations of Borrower under the Loan Documents. (c) Borrower shall indemnify Lender and to hold Lender harmless from, and to be responsible for paying, any Conversion Costs. This provision shall survive payment of the Loan in full and the satisfaction of all other obligations of Borrower under the Loan Documents. As used herein "CONVERSION COSTS" means any reasonable third party loss or expense which Lender sustains or incurs as a consequence of (a) any default by Borrower in payment of the principal of or interest on the Loan while bearing interest at the LIBOR Rate (plus the Applicable Margin), including, without limitation, any such expense arising from interest or fees payable by Lender to lenders of funds obtained by it in order to maintain the LIBOR Rate (plus the Applicable Margin), (b) any prepayment (whether voluntary or mandatory) of the Loan on a day that (i) is not on the last day of the Interest Period (including, without limitation, the Prepayment Fee and the Breakage Fee, each to the extent applicable) or (ii) is on the last day of the Interest Period if Borrower did not give the prior written notice of such prepayment required pursuant to the terms of this Agreement, including, without limitation, such expense arising from interest or fees payable by Lender to lenders of funds obtained by it in order to maintain the LIBOR Rate (plus the Applicable Margin) hereunder and (c) the conversion (for any reason whatsoever, whether voluntary or involuntary) of the LIBOR Rate (plus the Applicable Margin) to the Adjusted Rate with respect to any portion of the outstanding principal amount of the Loan then bearing interest at the LIBOR Rate (plus the Applicable Margin) on a date other than on the last day of the Interest Period, including, without limitation, such expenses arising from interest or fees payable or which would be payable by Lender to lenders of funds obtained by it in order to maintain the LIBOR Rate hereunder.

Libor Rate Provisions. (aA) If Each LIBOR Loan shall be in the minimum amount of Five Hundred Thousand and no/100 Dollars ($500,000.00), with increments of One Hundred Thousand and no/100 Dollars ($100,000.00) thereafter. Not more than five (5) nor less than two (2) Business Days prior to the requested date of any requirement LIBOR Loan, Borrowers shall deliver to Lender an irrevocable written or telephonic notice setting forth the requested date and amount of law such LIBOR Loan and the duration of the Interest Period applicable thereto. Each such notice shall be accompanied by a Request for Advance at or Conversion to the LIBOR Rate in the form of Schedule 2.3 to this Loan Agreement. Unless a Borrower notifies Lender to the contrary, upon the expiration of any Interest Period for a LIBOR Loan, such LIBOR Loan shall automatically convert to a Loan at the Prime Rate plus the Revolving Loan Prime Rate Margin for the Revolving Loan, or a Loan at the Prime Rate plus the Term Loan Prime Rate Margin for Term Loan A and Term Loan B. Borrowers shall not (1) request a LIBOR Loan for an Interest Period that expires on any date after the repayment date of all or any change therein, or in the interpretation or application thereof, shall hereafter make it unlawful for Lender in good faith to make or maintain the Loan bearing interest at a portion of such LIBOR RateLoan, (i2) the obligation of Lender hereunder request, nor permit to make the Loan be in effect, more than five (5) LIBOR Loans at any time, nor (3) prepay any advance bearing interest at the LIBOR Rate (plus the Applicable Margin) shall be canceled forthwith and (ii) the Contract Rate shall (notwithstanding anything provided in this Agreement unless Borrowers pay to the contrary) automatically convert to the Adjusted Rate commencing on the first day of the next succeeding Interest Period or within such earlier period as required by law. Borrower shall promptly pay Lender, upon demand, any additional amounts necessary to compensate Lender for any reasonable third party all breakage costs incurred by Lender as a result of such prepayment. If Borrowers pay any LIBOR Loan on any day other than the last day of the Interest Period, then Borrowers shall pay to Lender all of Lender's costs, fees and expenses incurred in making any conversion in accordance with this Agreementconnection therewith, including including, without limitation, any interest charges or fees payable by costs associated with changing LIBOR Rates prior to the expiration of their scheduled Interest Period. (B) If Lender to lenders of funds obtained by it determines, in order to make or maintain the Loan. Upon written demand from Borrower, Agent or Lender shall demonstrate in reasonable detail the circumstances giving rise to Lender's determination and the calculation substantiating the Adjusted Rate and any additional costs incurred by Lender in making the conversion, which, upon written notice thereof from Agent or Lender, as certified to Borrower, shall be conclusive absent manifest error. In the event Lender shall determine in its good faith (which determination shall be conclusive and binding upon Borrower) that the aforesaid circumstances no longer existconclusive, the Contract Rate shall be converted back absent manifest error), prior to the commencement of any Interest Period that (1) U.S. Dollar deposits of sufficient amount and maturity for funding the LIBOR Loans are not available to Lender in the London Interbank Eurodollar market in the ordinary course of business, or (2) by reason of circumstances affecting the London Interbank Eurodollar market, adequate and fair means do not exist for ascertaining the rate of interest to be applicable to the Loans requested by a Borrower to be LIBOR Loans or the LIBOR Loans shall not represent the effective pricing to Lender for U.S. Dollar deposits of a comparable amount for the relevant period (such as, for example, but not limited to, official reserve requirements required by Regulation D to the extent not given effect in determining the rate), Lender shall promptly notify such Borrower and (1) all existing Revolving Loan LIBOR Loans shall convert to Loans bearing interest at the Prime Rate plus Revolving Loan Prime Rate Margin upon the Applicable Margin commencing on the first day end of the applicable Interest Period which occurs Period, (2) all existing Term Loan A and Term Loan B LIBOR Loans shall convert to Loans bearing interest at least three the Prime Rate plus Term Loan Prime Rate Margin upon the end of the applicable Interest Period, and (3) days after no additional LIBOR Loans shall be made until such determination by Lendercircumstances are cured. (bC) In If, after the event that date hereof, the introduction of, or any change in any requirement of law applicable law, treaty, rule, regulation or guideline or in the interpretation or application administration thereof other than changes relating to income, excise, franchise by any governmental authority or any central bank or other taxes applicable fiscal, monetary or other authority having jurisdiction over Lender or its lending offices (a "Regulatory Change"), shall, in the opinion of counsel to Lender, make it unlawful for Lender to make or compliance in good faith maintain LIBOR Loans, then Lender shall promptly notify Borrowers thereof, and (1) the Revolving Loan LIBOR Loans shall immediately convert to Loans bearing interest at the Prime Rate plus Revolving Loan Prime Rate Margin upon the end of the applicable Interest Period or on such earlier date as required by Lender with law, (2) the Term Loan A and Term Loan B LIBOR Loans shall immediately convert to Loans bearing interest at the Prime Rate plus Term Loan Prime Rate Margin upon the end of the applicable Interest Period or on such earlier date as required by law, and (3) no additional LIBOR Rate Loans shall be made until such circumstance is cured. (D) If any request or directive Regulatory Change (whether or not having the force of law) hereafter issued by any central bank or other Governmental Authority: shall (i1) shall hereafter impose, modify or hold deem applicable any assessment, reserve, special deposit, compulsory loan deposit or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances of or loans by, or other credit extended by, or any other acquisition of fundsfunds or disbursements by, by Lender; (2) subject Lender or the LIBOR Loans to any office Tax or change the basis of taxation of payments to Lender which is not otherwise included of principal or interest due from a Borrower to Lender hereunder (other than a change in the determination taxation of the LIBOR Rate hereunder; overall net income of Lender); or (ii3) shall hereafter have the effect of reducing the rate of return on Lender's capital as a consequence of its obligations hereunder to a level below that which Lender could have achieved but for such adoption, change or compliance (taking into consideration Lender's policies with respect to capital adequacy) by any amount deemed by Lender to be material; or (iii) shall hereafter impose on Lender any other condition; condition regarding the LIBOR Loans or Lender's funding thereof, and Lender shall determine (which determination shall be conclusive, absent any manifest error) that the result of any of the foregoing is to increase the cost to Lender of making, renewing making or maintaining loans or extensions of credit the LIBOR Loans or to reduce any the amount receivable of principal or interest received by Lender hereunder, then, in any such case, Borrower then Borrowers shall promptly pay to Lender, upon on demand, any such additional amounts necessary as Lender shall, from time to time, determine are sufficient to compensate and indemnify Lender for from such additional increased cost or reduced amount receivable as determined amount. (E) Lender shall receive payments of amounts of principal of and interest with respect to the LIBOR Loans free and clear of, and without deduction for, any Taxes. If (1) Lender shall be subject to any Tax in respect of any LIBOR Loans or any part thereof or, (2) Borrowers shall be required to withhold or deduct any Tax from any such amount, the LIBOR Rate applicable to such LIBOR Loans shall be adjusted by Lender (collectivelyto reflect all additional costs incurred by Lender in connection with the payment by Lender or the withholding by a Borrower of such Tax and Borrowers shall provide Lender with a statement detailing the amount of any such Tax actually paid by Borrowers. Determination by Lender of the amount of such costs shall be conclusive, "INCREASED COSTS")absent manifest error. If after any such adjustment any part of any Tax paid by Lender becomes entitled to claim any Increased Costs pursuant to this Sectionis subsequently recovered by Lender, Lender shall provide Borrower with not less than thirty (30) days' written notice specifying in reasonable detail reimburse Borrowers to the event or circumstance by reason extent of which it has become the amount so entitled and the additional amount required to fully-compensate Lender for such Increased Costsrecovered. A certificate as to any Increased Costs submitted by Agent or of an officer of Lender to Borrower setting forth the amount of such recovery and the basis therefor shall be conclusive in the absence of conclusive, absent manifest error. This provision shall survive the repayment of the Loan and the satisfaction of all other obligations of Borrower under the Loan Documents. (c) Borrower shall indemnify Lender and to hold Lender harmless from, and to be responsible for paying, any Conversion Costs. This provision shall survive payment of the Loan in full and the satisfaction of all other obligations of Borrower under the Loan Documents. As used herein "CONVERSION COSTS" means any reasonable third party loss or expense which Lender sustains or incurs as a consequence of (a) any default by Borrower in payment of the principal of or interest on the Loan while bearing interest at the LIBOR Rate (plus the Applicable Margin), including, without limitation, any such expense arising from interest or fees payable by Lender to lenders of funds obtained by it in order to maintain the LIBOR Rate (plus the Applicable Margin), (b) any prepayment (whether voluntary or mandatory) of the Loan on a day that (i) is not on the last day of the Interest Period (including, without limitation, the Prepayment Fee and the Breakage Fee, each to the extent applicable) or (ii) is on the last day of the Interest Period if Borrower did not give the prior written notice of such prepayment required pursuant to the terms of this Agreement, including, without limitation, such expense arising from interest or fees payable by Lender to lenders of funds obtained by it in order to maintain the LIBOR Rate (plus the Applicable Margin) hereunder and (c) the conversion (for any reason whatsoever, whether voluntary or involuntary) of the LIBOR Rate (plus the Applicable Margin) to the Adjusted Rate with respect to any portion of the outstanding principal amount of the Loan then bearing interest at the LIBOR Rate (plus the Applicable Margin) on a date other than on the last day of the Interest Period, including, without limitation, such expenses arising from interest or fees payable or which would be payable by Lender to lenders of funds obtained by it in order to maintain the LIBOR Rate hereunder.

Libor Rate Provisions. (a) The Interest Option shall be exercisable by Maker subject to the other limitations in this Note on Maker's option to designate a portion of the unpaid principal balance hereof as a LIBOR Balance and only in the manner provided below: (i) Before 12:00 noon at least three (3) Business Days prior to the date Maker has requested Payee to make the initial advance upon this Note, Maker shall have given Payee an Interest Notice with respect to such advance. If the required Interest Notice shall not have been timely received by Payee or fails to designate all or any requirement portion of law the unpaid principal amount hereof of the advance as either a Base Rate Balance or a LIBOR Balance in accordance with the terms and provisions of this Note, Maker shall be deemed conclusively to have designated such amounts to be a Base Rate Balance and to have given Payee notice of such designation. (ii) At least three (3) LIBOR Business Days prior to the termination of any LIBOR Interest Period for a LIBOR Balance, Maker shall give Payee an Interest Notice specifying the Interest Option which is to be applicable to such LIBOR Balance upon the expiration of such LIBOR Interest Period. If the required Interest Notice shall not have been timely received by Payee, Maker shall be deemed conclusively to have designated such amount as a Base Rate Balance immediately upon the expiration of such LIBOR Interest Period and to have given Payee notice of such designation. (iii) Maker shall have the right, exercisable on any Business Day subject to the terms of this Note, to convert an eligible portion of the Base Rate Balance to a LIBOR Balance by giving Payee an Interest Notice of such designation at least three (3) LIBOR Business Days prior to the effective date of such exercise. Additionally, upon termination of any LIBOR Interest Period, Maker shall have the right, on any Business Day, to convert all or a portion of such principal amount from the LIBOR Balance to a Base Rate Balance by giving Bank an Interest Notice of such selection at least three (3) LIBOR Business Days prior to effective date of such exercise. (iv) There may be no more than five (5) LIBOR Balances in effect at any time. (v) Each LIBOR Balance must be, as of the first day of the applicable LIBOR Interest Period, at least $250,000.00. (vi) No Event of Default, or condition or event which, with the giving of notice or the lapse of time, or both, would constitute an Event of Default, shall have occurred and be continuing or exist. (vii) Each exercise of an Interest Option to designate a LIBOR Balance to bear interest at an Applicable Rate which is based on the LIBOR Rate shall not be revocable. (b) Changes in the Applicable Rate applicable to a Base Rate Balance or a LIBOR Balance shall become effective without prior notice to Maker automatically as of the opening of business on the date of each change in the Base Rate or the LIBOR Rate, as the case may be. (c) If Payee or Reference Bank (or, if applicable, the Reference Bank's designated LIBOR lending office) determines that deposits in U.S. dollars (in the applicable amounts) are not being offered to prime banks in the interbank LIBOR market selected by Payee or Reference Bank (or if applicable, the Reference Bank's designated LIBOR lending office) for the applicable LIBOR Interest Period, or that the rate at which such dollar deposits are being offered will not adequately and fairly reflect the cost to Payee or Reference Bank (or, if applicable, the Reference Bank's designated LIBOR lending office) of making or maintaining a LIBOR Balance for the applicable LIBOR Interest Period, Payee shall forthwith give notice thereof to Maker, whereupon, until Payee notifies Maker that such circumstances no longer exist, the right of Maker to select an Interest Option based upon a LIBOR Rate shall be suspended, and Maker may only select Interest Options based on the Base Rate. (d) If the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or application thereofadministration thereof by any governmental authority, shall hereafter make it unlawful for Lender in good faith to make central bank or maintain the Loan bearing interest at a LIBOR Rate, (i) the obligation of Lender hereunder to make the Loan bearing interest at the LIBOR Rate (plus the Applicable Margin) shall be canceled forthwith and (ii) the Contract Rate shall (notwithstanding anything provided in this Agreement to the contrary) automatically convert to the Adjusted Rate commencing on the first day of the next succeeding Interest Period or within such earlier period as required by law. Borrower shall promptly pay Lender, upon demand, any additional amounts necessary to compensate Lender for any reasonable third party costs incurred by Lender in making any conversion in accordance comparable agency charged with this Agreement, including without limitation, any interest or fees payable by Lender to lenders of funds obtained by it in order to make or maintain the Loan. Upon written demand from Borrower, Agent or Lender shall demonstrate in reasonable detail the circumstances giving rise to Lender's determination and the calculation substantiating the Adjusted Rate and any additional costs incurred by Lender in making the conversion, which, upon written notice thereof from Agent or Lender, as certified to Borrower, shall be conclusive absent manifest error. In the event Lender shall determine in its good faith (which determination shall be conclusive and binding upon Borrower) that the aforesaid circumstances no longer exist, the Contract Rate shall be converted back to the LIBOR Rate plus the Applicable Margin commencing on the first day of the Interest Period which occurs at least three (3) days after such determination by Lender. (b) In the event that any change in any requirement of law or in the interpretation or application thereof other than changes relating to income, excise, franchise or other taxes applicable to Lenderadministration thereof, or compliance in good faith by Lender Payee or Reference Bank (or, if applicable, its designated LIBOR lending office) with any request or directive (whether or not having the force of law) hereafter issued of any such authority, central bank or comparable agency shall make it unlawful or impractical for Payee or the Reference Bank (or, if applicable, its designated LIBOR lending office) to make or maintain a LIBOR Balance, Payee shall so notify Maker and any then-existing LIBOR Balance shall automatically convert to a Base Rate Balance either (i) on the last day of the then-current LIBOR Interest Period applicable to such LIBOR Balance, if Payee and Reference Bank (and, if applicable, its designated LIBOR lending office) may lawfully continue to maintain and fund such LIBOR Balance to such day, or (ii) immediately, if Payee or Reference Bank (or, if applicable, its designated LIBOR lending office) may not lawfully continue to maintain such LIBOR Balance to such day. Further, until Payee notices Maker that such conditions or circumstances no longer exist, the right of Maker to select an Interest Option based on a LIBOR Rate shall be suspended, and Maker may only select Interest Options based on the Base Rate. (e) If either (i) the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Payee or Reference Bank (or, if applicable, its designated LIBOR lending office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall subject Payee or Reference Bank (or, if applicable, its designated LIBOR lending office) to any tax (including without limitation any United States interest equalization or similar tax, however named), duty or other charge with respect to any LIBOR Balance, this Note or Payee's or Reference Bank's (or, if applicable, its designated LIBOR lending office's) obligation to compute interest on the principal balance of this Note at a rate based upon a LIBOR Rate, or shall change the basis of taxation of payments to Payee or Reference Bank (or, if applicable, its designated LIBOR lending office) of the principal of or interest on any LIBOR Balance or any other amounts due under this Note in respect of any LIBOR Balance or Payee's or the Reference Bank's (or, if applicable, its designated LIBOR lending office's) obligation to compute the interest on the balance of this Note at a rate based upon a LIBOR Rate, or (ii) any governmental authority, central bank or other Governmental Authority: (i) comparable authority shall hereafter at any time impose, modify or hold deem applicable any reservereserve (including, without limitation, any imposed by the Board of Governors of the Federal Reserve System), special deposit, compulsory loan deposit or similar requirement against assets held byof, or deposits or other liabilities in with or for the account of, advances or loans by, or other credit extended by, Payee or Reference Bank (or, if applicable, its designated LIBOR lending office), or shall impose on Payee or the Reference Bank (or, if applicable, its designated LIBOR lending office) or any other acquisition of funds, by any office of Lender which is not otherwise included in the determination of the relevant interbank LIBOR Rate hereunder; (ii) shall hereafter have the effect of reducing the rate of return on Lender's capital as a consequence of its obligations hereunder to a level below that which Lender could have achieved but for such adoption, change market or compliance (taking into consideration Lender's policies with respect to capital adequacy) by any amount deemed by Lender to be material; or (iii) shall hereafter impose on Lender exchange any other conditioncondition affecting any LIBOR Balance, this Note or Payee's or Reference Bank's (or, if applicable, its designated LIBOR lending office's) obligation to compute the interest on the balance of this Note at a rate based upon a LIBOR Rate; and the result of any of the foregoing is to increase the cost to Lender Payee or Reference Bank (or, if applicable, the Reference Bank's designated LIBOR lending office) of makingmaintaining any LIBOR Balance (not already included in the calculation of LIBOR Rate as defined above), renewing or maintaining loans or extensions of credit or to reduce the amount of any sum received or receivable by Payee or Reference Bank (or, if applicable, the Reference Bank's designated LIBOR lending office) under or with respect to this Note by an amount receivable hereunderdeemed by Payee to be material, thenthen upon demand by Payee, in any Maker shall pay to Payee such caseadditional amount or amounts as will compensate Payee and the Reference Bank (and, Borrower shall promptly pay Lenderif applicable, upon demand, any additional amounts necessary to compensate Lender its designated LIBOR lending office) for such additional increased cost or reduced amount receivable as determined by Lender (collectively, "INCREASED COSTS")reduction. If Lender becomes entitled to claim The Bank will promptly notify Maker of any Increased Costs pursuant to this Section, Lender shall provide Borrower with not less than thirty (30) days' written notice specifying in reasonable detail the event or circumstance by reason of which it has become so entitled knowledge, occurring after the date hereof, which will entitle Payee or Reference Bank (or, if applicable, the Reference Bank's designated LIBOR lending office) to compensation pursuant to this paragraph. A certificate of Payee claiming compensation under this paragraph and setting forth the additional amount required or amounts to fully-compensate Lender for such Increased Costs. A certificate as to any Increased Costs submitted by Agent or Lender to Borrower be paid hereunder shall be conclusive in the absence of manifest error. This provision shall survive the repayment of the Loan and the satisfaction of all other obligations of Borrower under the Loan Documents. (cf) Borrower shall indemnify Lender If any applicable law, treaty, rule, or regulation (whether domestic or foreign) now or hereafter in effect and whether presently applicable to hold Lender harmless fromPayee or Reference Bank (or, if applicable, the Reference Bank's designated LIBOR lending office) or any change therein or any interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or compliance by Payee or Reference Bank (or, if applicable, the Reference Bank's designated LIBOR lending office) therewith or with any guidance, request or directive of any such governmental authority, central bank or comparable agency (whether or not having the force of law), including any risk-based capital guidelines, affects or would affect the amount of capital required or expected to be maintained by Payee or Reference Bank (or any corporation controlling Payee or Reference Bank), (beyond any already included in the calculation of LIBOR Rate as defined above), and to be responsible for paying, Payee determines that the amount of such capital is increased by or based upon the existence of any Conversion Costs. This provision shall survive payment of the Loan in full and the satisfaction of all other obligations of Borrower under Payee hereunder or the Loan Documents. As used herein "CONVERSION COSTS" means maintaining of any reasonable third party loss LIBOR Balance hereunder, and such increase has the effect of reducing the rate of return on Payee's or expense which Lender sustains Reference Bank's (or incurs its controlling corporation's) capital as a consequence of such obligations or the maintaining of LIBOR Balances hereunder to a level below that which Payee or Reference Bank (aor such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy), then Maker shall pay to Payee, within fifteen (15) days of receipt by Maker of written notice from Payee demanding such compensation, such additional amounts as are sufficient to compensate Payee or Reference Bank (or its controlling corporation) for any default increase in the amount of capital and reduced rate of return which Payee determines to be allocable to the existence of any obligations of Payee hereunder or maintenance of any LIBOR Balances hereunder. A certificate of Bank as to the amount of such compensation, prepared in good faith and in reasonable detail by Borrower Payee, which is submitted by Payee to Maker shall be conclusive and binding for all purposes absent manifest error. (g) Notwithstanding any other term or provisions of this Note to the contrary, Maker may not repay any LIBOR Balance or convert all or any portion of a LIBOR Balance to a Base Rate Balance prior to the expiration of the applicable LIBOR Interest Period, unless (i) such repayment or conversion is specifically required by the terms of this Note, (ii) Payee demands that such repayment or conversion be made, (iii) Payee, in its sole discretion, consents to such repayment or conversion, or (iv) Maker agrees to promptly pay Yield Maintenance (defined below) upon receipt of a calculation for same from Payee. If for any reason, whether or not consent shall have been given or demand shall have been made by Payee, any LIBOR Balance is repaid or converted prior to the expiration of the corresponding LIBOR Interest Period or any Interest Option which designates a LIBOR Balance is revoked for any reason whatsoever prior to the commencement of the applicable LIBOR Interest Period or Maker fails for any reason to borrow the full amount of any LIBOR Balance for which Maker has exercised an Interest Option, or if for any other reason whatsoever, the basis for determining the Applicable Rate shall be changed from a LIBOR Rate to the Base Rate prior to the expiration of the applicable LIBOR Interest Period, or Maker shall fail to make any payment of the principal of or interest on the Loan while bearing interest upon this Note at the LIBOR Rate (plus any time that the Applicable Margin)Rate is based on a LIBOR Rate, then Maker shall pay to Payee on demand any amounts required to compensate Payee and Reference Bank (and, if applicable, its designated LIBOR lending office) for any losses, costs or expenses which any of them may incur as a result thereof, including, without limitation, any such loss, cost or expense arising incurred in obtaining, liquidating, employing or redeploying deposits from interest or fees third parties (referred to herein as “Yield Maintenance”). Amounts payable by Lender Maker to lenders Payee pursuant to this paragraph (and sometimes referred to herein as Yield Maintenance) may include, without limitation, amounts equal to the excess, if any of funds obtained by it in order (a) the amounts of interest which would have accrued on any amounts so prepaid, refunded, converted or not so borrowed, from the respective dates of prepayment, refund, conversion or failure to maintain the LIBOR Rate (plus the Applicable Margin), (b) any prepayment (whether voluntary or mandatory) of the Loan on a day that (i) is not on borrow through the last day of the relevant LIBOR Interest Period Periods at the applicable rates of interest for the applicable LIBOR Balances, as provided under this Note, over (includingb) the amounts of interest determined by Payee or Reference Bank (or, without limitationif applicable, its designated LIBOR lending office) which would have accrued to Payee or Reference Bank (or, if applicable, its designated LIBOR lending office) on such respective amounts by placing such amounts on deposit for comparable periods with leading banks in the interbank LIBOR market selected by Payee or Reference Bank (or, if applicable, the Prepayment Fee Reference Bank's designated LIBOR lending office). The calculation of any such amounts under this paragraph shall be made as if Payee or Reference Bank (or, if applicable, the Reference Bank's designated LIBOR lending office) actually funded or committed to fund the relevant LIBOR Balances hereunder through the purchase of underlying deposits in amounts equal to the respective amounts of the applicable LIBOR Balances and having terms comparable to the applicable LIBOR Interest Periods; provided, however, that Payee or Reference Bank may fund LIBOR Balances hereunder in any manner they may elect in their sole discretion, and the Breakage Feeforegoing assumptions shall be utilized only for the purposes of calculating amounts payable under this paragraph. Upon written request by Maker, each Payee shall deliver to Maker a certificate setting forth the extent applicablebasis for determining such losses, costs and expenses which certificate shall be conclusive in the absence of manifest error. (h) For any LIBOR Balance, if Payee or (ii) is the Reference Bank shall designate a LIBOR lending office which maintains books separate from those of Payee or the Reference Bank, Payee and the Reference Bank shall have the option of maintaining and carrying such LIBOR Balance on the last day of the Interest Period if Borrower did not give the prior written notice books of such prepayment required pursuant to the terms of this Agreement, including, without limitation, such expense arising from interest or fees payable by Lender to lenders of funds obtained by it in order to maintain the LIBOR Rate (plus the Applicable Margin) hereunder and (c) the conversion (for any reason whatsoever, whether voluntary or involuntary) of the LIBOR Rate (plus the Applicable Margin) to the Adjusted Rate with respect to any portion of the outstanding principal amount of the Loan then bearing interest at the LIBOR Rate (plus the Applicable Margin) on a date other than on the last day of the Interest Period, including, without limitation, such expenses arising from interest or fees payable or which would be payable by Lender to lenders of funds obtained by it in order to maintain the LIBOR Rate hereunderlending office.