Common use of Reserves or Deposit Requirements Clause in Contracts

Reserves or Deposit Requirements. If at any time any Law (including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System) or the interpretation thereof by any Governmental Authority charged with the administration thereof or any central bank or other fiscal, monetary or other authority shall impose (whether or not having the force of Law), modify or deem applicable any reserve and/or special deposit requirement (other than reserves included in the Reserve Percentage, the effect of which is reflected in the interest rate(s) of the LIBOR Loan(s) in question) against assets held by, or deposits in or for the amount of any loans by, any Lender, and the result of the foregoing is to increase the cost (whether by incurring a cost or adding to a cost) to such Lender of making or maintaining hereunder LIBOR Loans or to reduce the amount of principal or interest received by such Lender with respect to such LIBOR Loans, then upon demand by such Lender the Borrowers shall pay to such Lender from time to time on Interest Adjustment Dates with respect to such loans, as additional consideration hereunder, additional amounts sufficient to fully compensate and indemnify such Lender for such increased cost or reduced amount, assuming (which assumption such Lender need not corroborate) such additional cost or reduced amount was allocable to such LIBOR Loans; provided that such Lender shall be generally assessing such amounts on a non-discriminatory basis against borrowers under agreements having provisions similar to this Section 3.7(a). A certificate as to the increased cost or reduced amount as a result of any event mentioned in this Section 3.7(a), setting forth the calculations therefor, shall be promptly submitted by such Lender to the Borrowers and shall be rebuttably presumptive evidence as to the amount thereof. Notwithstanding any other provision of this Agreement, after any such demand for compensation by any Lender, the Borrowers, upon at least three (3) Banking Days’ prior written notice to such Lender through the Agent, may prepay the affected LIBOR Loans in full or convert all LIBOR Loans to Prime Rate Loans regardless of the Interest Period of any thereof. Any such prepayment or conversion shall entitle the Lenders to the prepayment compensation provided for in Section 3.3 hereof. Each Lender will notify the Borrowers as promptly as practicable (with a copy thereof delivered to the Agent) of the existence of any event which will likely require the payment by the Borrowers of any such additional amount under this Section.

Reserves or Deposit Requirements. If at any time any Law Law, treaty or regulation (including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System) or the interpretation thereof by any Governmental Authority governmental authority charged with the administration thereof or any central bank or other fiscal, monetary or other authority shall impose (whether or not having the force of Law), modify or deem applicable any reserve and/or special deposit requirement (other than reserves included in the Reserve Percentage, the effect of which is reflected in the interest rate(s) of the LIBOR Loan(s) in question) against assets held by, or deposits in or for the amount of any loans by, any Lender, and the result of the foregoing is to increase the cost (whether by incurring a cost or adding to a cost) to such Lender of making or maintaining hereunder LIBOR Loans or to reduce the amount of principal or interest received by such Lender with respect to such LIBOR Loans, then upon demand by such Lender the Borrowers shall pay to such Lender from time to time on Interest Adjustment Dates with respect to such loans, as additional consideration hereunder, additional amounts sufficient to fully compensate and indemnify such Lender for such increased cost or reduced amount, assuming (which assumption such Lender need not corroborate) such additional cost or reduced amount was allocable to such LIBOR Loans; provided that such Lender shall be generally assessing such amounts on a non-discriminatory basis against borrowers under agreements having provisions similar to this Section 3.7(a). A certificate as to the increased cost or reduced amount as a result of any event mentioned in this Section 3.7(a), setting forth the calculations therefor, shall be promptly submitted by such Lender to the Borrowers and shall be rebuttably presumptive evidence as to the amount thereof. Notwithstanding any other provision of this Agreement, after any such demand for compensation by any Lender, the Borrowers, upon at least three (3) Banking Days’ ' prior written notice to such Lender through the Agent, may prepay the affected LIBOR Loans in full or convert all LIBOR Loans to Prime Rate Loans regardless of the Interest Period of any thereof. Any such prepayment or conversion shall entitle the Lenders to the prepayment compensation provided for in Section 3.3 hereof. Each Lender will notify the Borrowers as promptly as practicable (with a copy thereof delivered to the Agent) of the existence of any event which will likely require the payment by the Borrowers of any such additional amount under this Section.

Reserves or Deposit Requirements. If at any time any Law Law, treaty or regulation (including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System) or the interpretation thereof by any Governmental Authority governmental authority charged with the administration thereof or any central bank or other fiscal, monetary or other authority shall impose (whether or not having the force of Law), modify or deem applicable any reserve and/or special deposit requirement (other than reserves included in the Reserve Percentage, the effect of which is reflected in the interest rate(s) of the LIBOR Loan(s) in question) against assets held by, or deposits in or for the amount of any loans by, any LenderBank, and the result of the foregoing is to increase the cost (whether by incurring a cost or adding to a cost) to such Lender Bank of making or maintaining hereunder LIBOR Loans or to reduce the amount of principal or interest received by such Lender Bank with respect to such LIBOR Loans, then upon demand by such Lender Bank the Borrowers Borrower shall pay to such Lender Bank from time to time on Interest Adjustment Dates with respect to such loans, as additional consideration hereunder, additional amounts sufficient to fully compensate and indemnify such Lender Bank for such increased cost or reduced amount, assuming (which assumption such Lender Bank need not corroborate) such additional cost or reduced amount was allocable to such LIBOR Loans; provided that such Lender shall be generally assessing such amounts on a non-discriminatory basis against borrowers under agreements having provisions similar to this Section 3.7(a). A certificate as to the increased cost or reduced amount as a result of any event mentioned in this Section 3.7(a), setting forth the calculations therefor, shall be promptly submitted by such Lender Bank to the Borrowers Borrower and shall shall, in the absence of manifest error, be rebuttably presumptive evidence conclusive and binding as to the amount thereof. Notwithstanding any other provision of this Agreement, after any such demand for compensation by any LenderBank, the BorrowersBorrower, upon at least three (3) Banking Days’ ' prior written notice to such Lender Bank through the Agent, may prepay the affected LIBOR Loans in full or convert all LIBOR Loans to Prime Rate Loans regardless of the Interest Period of any thereof. Any such prepayment or conversion shall entitle the Lenders Banks to the prepayment compensation provided for in Section 3.3 hereof. Each Lender Bank will notify the Borrowers Borrower as promptly as practicable (with a copy thereof delivered to the Agent) of the existence of any event which will likely require the payment by the Borrowers Borrower of any such additional amount under this Section.

Reserves or Deposit Requirements. If at any time any Law law, treaty or regulation (including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System) or the interpretation thereof by any Governmental Authority governmental authority charged with the administration thereof or any central bank or other fiscal, monetary or other authority shall impose (whether or not having the force of Lawlaw), modify or deem applicable any reserve and/or special deposit requirement (other than reserves included in the Reserve Percentage, the effect of which is reflected in the interest rate(s) of the LIBOR Loan(s) in question) against assets held by, or deposits in or for the amount of any loans by, any Lenderthe Bank, and the result of the foregoing is to increase the cost (whether by incurring a cost or adding to a cost) to such Lender the Bank of making or maintaining hereunder LIBOR Loans or to reduce the amount of principal or interest received by such Lender the Bank with respect to such LIBOR Loans, then upon demand by such Lender the Bank the Borrowers shall pay to such Lender the Bank from time to time on Interest Adjustment Dates the dates on which interest is otherwise due with respect to such loans, as additional consideration hereunder, additional amounts sufficient to fully compensate and indemnify such Lender the Bank for such increased cost or reduced amount, assuming (which assumption such Lender the Bank need not corroborate) such additional cost or reduced amount was allocable to such LIBOR Loans; provided that such Lender shall be generally assessing such amounts on a non-discriminatory basis against borrowers under agreements having provisions similar to this Section 3.7(a). A certificate as to the increased cost or reduced amount as a result of any event mentioned in this Section 3.7(a2.9(A), setting forth the calculations therefor, shall be promptly submitted by such Lender the Bank to the Borrowers and shall shall, in the absence of manifest error, be rebuttably presumptive evidence conclusive and binding as to the amount thereof. Notwithstanding any other provision of this Agreement, after any such demand for compensation by any Lenderthe Bank, the Borrowers, upon at least three (3) Banking Days’ ' prior written notice to such Lender through the AgentBank, may prepay the affected LIBOR Loans in full or convert all LIBOR Loans to Prime Rate Loans regardless of the Interest Period of any thereof. Any such prepayment or conversion shall entitle the Lenders Bank to the prepayment compensation provided for in Section 3.3 2.8 hereof. Each Lender The Bank will notify the Borrowers as promptly as practicable (with a copy thereof delivered to the Agent) of the existence of any event which will likely require the payment by the Borrowers of any such additional amount under this Section.

Reserves or Deposit Requirements. If at any time any Law Law, treaty or regulation (including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System) or the interpretation thereof by any Governmental Authority governmental authority charged with the administration thereof or any central bank or other fiscal, monetary or other authority shall impose (whether or not having the force of Law), modify or deem applicable any reserve and/or special deposit requirement (other than reserves included in the Reserve Percentage, the effect of which is reflected in the interest rate(s) of the LIBOR Loan(s) in question) against assets held by, or deposits in or for the amount of any loans by, any LenderBank, and the result of the foregoing is to increase the cost (whether by incurring a cost or adding to a cost) to such Lender Bank of making or maintaining hereunder LIBOR Loans or to reduce the amount of principal or interest received by such Lender Bank with respect to such LIBOR Loans, then upon demand by such Lender Bank the Borrowers shall pay to such Lender Bank from time to time on Interest Adjustment Dates with respect to such loans, as additional consideration hereunder, additional amounts sufficient to fully compensate and indemnify such Lender Bank for such increased cost or reduced amount, assuming (which assumption such Lender Bank need not corroborate) such additional cost or reduced amount was allocable to such LIBOR Loans; provided that such Lender shall be generally assessing such amounts on a non-discriminatory basis against borrowers under agreements having provisions similar to this Section 3.7(a). A certificate as to the increased cost or reduced amount as a result of any event mentioned in this Section 3.7(a), setting forth the calculations therefor, shall be promptly submitted by such Lender Bank to the Borrowers and shall shall, in the absence of manifest error, be rebuttably presumptive evidence conclusive and binding as to the amount thereof. Notwithstanding any other provision of this Agreement, after any such demand for compensation by any LenderBank, the Borrowersrelated Borrower, upon at least three (3) Banking Days’ ' prior written notice to such Lender Bank through the Agent, may prepay the affected LIBOR Loans in full or convert all LIBOR Loans to Prime Rate Loans regardless of the Interest Period of any thereof. Any such prepayment or conversion shall entitle the Lenders Banks to the prepayment compensation provided for in Section 3.3 hereof. Each Lender Bank will notify the Borrowers as promptly as practicable (with a copy thereof delivered to the Agent) of the existence of any event which will likely require the payment by the Borrowers of any such additional amount under this Section.

Reserves or Deposit Requirements. If at any time any Law Law, treaty or regulation (including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System) or the interpretation thereof by any Governmental Authority governmental authority charged with the administration thereof or any central bank or other fiscal, monetary or other authority shall impose (whether or not having the force of Law), modify or deem applicable any reserve and/or special deposit requirement (other than reserves included in the Reserve Percentage, the effect of which is reflected in the LIBOR interest rate(s) of the LIBOR Loan(s) rate in question) against assets held by, or deposits in or for the amount of any loans by, any Lenderthe Bank, and the result of the foregoing is to increase the cost (whether by incurring a cost or adding to a cost) cost to such Lender the Bank of making or maintaining hereunder the Loan bearing an interest rate calculated based on LIBOR Loans or to reduce the amount of principal or interest received by such Lender the Bank with respect to such LIBOR Loansthe Loan), then upon demand by such Lender the Borrowers Bank the Borrower shall pay to such Lender the Bank from time to time on Interest Adjustment Dates with respect to such loans, as additional consideration hereunder, additional amounts sufficient to fully compensate and indemnify such Lender the Bank for such increased cost or reduced amount, assuming (which assumption such Lender the Bank need not corroborate) such additional cost or reduced amount was allocable to such LIBOR Loans; the Loan, provided that such Lender shall be generally assessing such the Bank also contemporaneously charges proportionately equivalent amounts on a non-discriminatory basis against to other borrowers under agreements having provisions whose LIBOR loans cause the Bank to incur increased costs for similar reasons and as to this Section 3.7(a)whom the Bank has the legal right to do so. A certificate as to the increased cost or reduced amount as a result of any event mentioned in this Section 3.7(a), setting forth the calculations therefor, shall be promptly submitted by such Lender the Bank to the Borrowers Borrower and shall shall, in the absence of manifest error, be rebuttably presumptive evidence conclusive and binding as to the amount thereof. Notwithstanding any other provision of this Agreement, after any such demand for compensation by any Lenderthe Bank, the BorrowersBorrower, upon at least three (3) Banking Days’ ' prior written notice to such Lender through the AgentBank, may prepay the affected Loan or, pursuant to the terms of Section 3.2, elect to have the LIBOR Loans in full or convert all LIBOR Loans to Prime Rate Loans regardless Portions of the Interest Period of any thereofLoan bear interest at the Prime Rate. Any such prepayment or conversion to Prime Rate shall entitle the Lenders Bank to the prepayment compensation compensation, if any, provided for in Section 3.3 hereof. Each Lender The Bank will notify the Borrowers Borrower as promptly as practicable (with a copy thereof delivered to the Agent) of the existence of any event which will likely require the payment by the Borrowers Borrower of any such additional amount under this Section.

Reserves or Deposit Requirements. If at any time any Law (including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System) or the interpretation thereof by any Governmental Authority governmental authority charged with the administration thereof or any central bank or other fiscal, monetary or other authority shall impose (whether or not having the force of Law), modify or deem applicable any reserve and/or special deposit requirement (other than reserves included in the Reserve Percentage, the effect of which is reflected in the interest rate(s) of the LIBOR Loan(s) in question) against assets held by, or deposits in or for the amount of any loans by, any Lender, and the result of the foregoing is to increase the cost (whether by incurring a cost or adding to a cost) to such Lender of making or maintaining hereunder LIBOR Loans or to reduce the amount of principal or interest received by such Lender with respect to such LIBOR Loans, then upon demand by such Lender the Borrowers shall pay to such Lender from time to time on Interest Adjustment Dates with respect to such loans, as additional consideration hereunder, additional amounts sufficient to fully compensate and indemnify such Lender for such increased cost or reduced amount, assuming (which assumption such Lender need not corroborate) such additional cost or reduced amount was allocable to such LIBOR Loans; provided provided, that such Lender shall be generally assessing such amounts on a non-discriminatory basis against borrowers under agreements having provisions similar to this Section 3.7(a). A certificate as to the increased cost or reduced amount as a result of any event mentioned in this Section 3.7(a), setting forth the calculations therefor, shall be promptly submitted by such Lender to the Borrowers and shall be rebuttably presumptive evidence as to the amount thereof. Notwithstanding any other provision of this Agreement, after any such demand for compensation by any Lender, the Borrowers, upon at least three (3) Banking Days’ prior written notice to such Lender through the Agent, may prepay the affected LIBOR Loans in full or convert all LIBOR Loans to Prime Rate Loans regardless of the Interest Period of any thereof. Any such prepayment or conversion shall entitle the Lenders to the prepayment compensation provided for in Section 3.3 hereof. Each Lender will notify the Borrowers as promptly as practicable (with a copy thereof delivered to the Agent) of the existence of any event which will likely require the payment by the Borrowers of any such additional amount under this Section.

Reserves or Deposit Requirements. If at any time any Law (including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System) or the interpretation thereof by any Governmental Authority charged with the administration thereof or any central bank or other fiscal, monetary or other authority shall impose (whether or not having the force of Law), modify or deem applicable any reserve and/or special deposit requirement (other than reserves included in the SOFR Reserve Percentage, the effect of which is reflected in the interest rate(s) of the LIBOR LIBORTerm SOFR Rate Loan(s) in question) against assets held by, or deposits in or for the amount of any loans by, any Lender, and the result of the foregoing is to increase the cost (whether by incurring a cost or adding to a cost) to such Lender of making or maintaining hereunder LIBOR LIBORTerm SOFR Rate Loans or to reduce the amount of principal or interest received by such Lender with respect to such LIBOR LIBORTerm SOFR Rate Loans, then upon demand by such Lender the Borrowers shall pay to such Lender from time to time on Interest Adjustment Dates with respect to such loans, as additional consideration hereunder, additional amounts sufficient to fully compensate and indemnify such Lender for such increased cost or reduced amount, assuming (which assumption such Lender need not corroborate) such additional cost or reduced amount was allocable to such LIBOR LIBORTerm SOFR Rate Loans; provided that such Lender shall be generally assessing such amounts on a non-discriminatory basis against borrowers under agreements having provisions similar to this Section 3.7(a). A certificate as to the increased cost or reduced amount as a result of any event mentioned in this Section 3.7(a), setting forth the calculations therefor, shall be promptly submitted by such Lender to the Borrowers and shall be rebuttably presumptive evidence as to the amount thereof. Notwithstanding any other provision of this Agreement, after any such demand for compensation by any Lender, the Borrowers, upon at least three (3) Banking BankingU.S. Government Securities Business Days’ prior written notice to such Lender through the Agent, may prepay the affected LIBOR LIBORTerm SOFR Rate Loans in full or convert all LIBOR LIBORTerm SOFR Rate Loans to Prime Rate Loans regardless of the Interest Period of any thereof. Any such prepayment or conversion shall entitle the Lenders to the prepayment compensation provided for in Section 3.3 hereof. Each Lender will notify the Borrowers as promptly as practicable (with a copy thereof delivered to the Agent) of the existence of any event which will likely require the payment by the Borrowers of any such additional amount under this Section.. ​

Reserves or Deposit Requirements. If at any time any Law (including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System) or the interpretation thereof by any Governmental Authority charged with the administration thereof or any central bank or other fiscal, monetary or other authority shall impose (whether or not having the force of Law), modify or deem applicable any reserve and/or special deposit requirement (other than reserves included in the SOFR Reserve Percentage, the effect of which is reflected in the interest rate(s) of the LIBOR Term SOFR Rate Loan(s) in question) against assets held by, or deposits in or for the amount of any loans by, any Lender, and the result of the foregoing is to increase the cost (whether by incurring a cost or adding to a cost) to such Lender of making or maintaining hereunder LIBOR Term SOFR Rate Loans or to reduce the amount of principal or interest received by such Lender with respect to such LIBOR Term SOFR Rate Loans, then upon demand by such Lender the Borrowers shall pay to such Lender from time to time on Interest Adjustment Dates with respect to such loans, as additional consideration hereunder, additional amounts sufficient to fully compensate and indemnify such Lender for such increased cost or reduced amount, assuming (which assumption such Lender need not corroborate) such additional cost or reduced amount was allocable to such LIBOR Term SOFR Rate Loans; provided that such Lender shall be generally assessing such amounts on a non-discriminatory basis against borrowers under agreements having provisions similar to this Section 3.7(a). A certificate as to the increased cost or reduced amount as a result of any event mentioned in this Section 3.7(a), setting forth the calculations therefor, shall be promptly submitted by such Lender to the Borrowers and shall be rebuttably presumptive evidence as to the amount thereof. Notwithstanding any other provision of this Agreement, after any such demand for compensation by any Lender, the Borrowers, upon at least three (3) Banking U.S. Government Securities Business Days’ prior written notice to such Lender through the Lead Agent, may prepay the affected LIBOR Term SOFR Rate Loans in full or convert all LIBOR Term SOFR Rate Loans to Prime Base Rate Loans regardless of the Interest Period of any thereof. Any such prepayment or conversion shall entitle the Lenders to the prepayment compensation provided for in Section 3.3 hereof. Each Lender will notify the Borrowers as promptly as practicable (with a copy thereof delivered to the Lead Agent) of the existence of any event which will likely require the payment by the Borrowers of any such additional amount under this SectionSection 3.7.

Reserves or Deposit Requirements. If at any time any Law Law, treaty or regulation (including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System) or the interpretation thereof by any Governmental Authority governmental authority charged with the administration thereof or any central bank or other fiscal, monetary or other authority shall impose (whether or not having the force of Law), modify or deem applicable any reserve and/or special deposit requirement (other than reserves included in the Reserve Percentage, the effect of which is reflected in the interest rate(s) of the LIBOR Loan(sPortion(s) in question) against assets held by, or deposits in or for the amount of any loans by, any Lenderthe Bank, and the result of the foregoing is to increase the cost (whether by incurring a cost or adding to a cost) to such Lender the Bank of making or maintaining hereunder LIBOR Loans Portions or to reduce the amount of principal or interest received by such Lender the Bank with respect to such LIBOR LoansPortions, then upon demand by such Lender the Borrowers Bank the Borrower shall pay to such Lender the Bank from time to time on Interest Adjustment Dates each date on which interest otherwise is due with respect to such loansPortions, as additional consideration hereunder, additional amounts sufficient to fully compensate and indemnify such Lender the Bank for such increased cost or reduced amount, assuming (which assumption such Lender the Bank need not corroborate) such additional cost or reduced amount was allocable to such LIBOR Loans; provided that such Lender shall be generally assessing such amounts on a non-discriminatory basis against borrowers under agreements having provisions similar to this Section 3.7(a)Portions. A certificate as to the increased cost or reduced amount as a result of any event mentioned in this Section 3.7(a5(a), setting forth the calculations therefor, shall be promptly submitted by such Lender the Bank to the Borrowers Borrower and shall shall, in the absence of manifest error, be rebuttably presumptive evidence conclusive and binding as to the amount thereof. Notwithstanding any other provision of this AgreementNote, after any such demand for compensation by any Lenderthe Bank, the BorrowersBorrower, upon at least three (3) Banking Days’ ' prior written notice to such Lender through the AgentBank, may prepay the affected LIBOR Loans Portions in full or convert all LIBOR Loans Portions to Prime Base Rate Loans Portions regardless of the Interest Period of any thereof. Any such prepayment or conversion shall entitle the Lenders Bank to the prepayment breakage compensation provided for in Section 3.3 4(b) hereof. Each Lender will notify the Borrowers as promptly as practicable (with a copy thereof delivered to the Agent) of the existence of any event which will likely require the payment by the Borrowers of any such additional amount under this Section.

Reserves or Deposit Requirements. If at any time any Law (including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System) or the interpretation thereof by any Governmental Authority charged with the administration thereof or any central bank or other fiscal, monetary or other authority shall impose (whether or not having the force of Law), modify or deem applicable any reserve and/or special deposit requirement (other than reserves included in the SOFR Reserve Percentage, the effect of which is reflected in the interest rate(s) of the LIBOR Term SOFR Rate Loan(s) in question) against assets held by, or deposits in or for the amount of any loans by, any Lender, and the result of the foregoing is to increase the cost (whether by incurring a cost or adding to a cost) to such Lender of making or maintaining hereunder LIBOR Term SOFR Rate Loans or to reduce the amount of principal or interest received by such Lender with respect to such LIBOR Term SOFR Rate Loans, then upon demand by such Lender the Borrowers shall pay to such Lender from time to time on the last of each Interest Adjustment Dates Period with respect to such loans, as additional consideration hereunder, additional amounts sufficient to fully compensate and indemnify such Lender for such increased cost or reduced amount, assuming (which assumption such Lender need not corroborate) such additional cost or reduced amount was allocable to such LIBOR Term SOFR Rate Loans; provided that such Lender shall be generally assessing such amounts on a non-discriminatory basis against borrowers under agreements having provisions similar to this Section 3.7(a). A certificate as to the increased cost or reduced amount as a result of any event mentioned in this Section 3.7(a), setting forth the calculations therefor, shall be promptly submitted by such Lender to the Borrowers and shall be rebuttably presumptive evidence as to the amount thereof. Notwithstanding any other provision of this Agreement, after any such demand for compensation by any Lender, the Borrowers, upon at least three (3) Banking Days’ prior written notice to such Lender through the Agent, may prepay the affected LIBOR Term SOFR Rate Loans in full or convert all LIBOR Term SOFR Rate Loans to Prime Base Rate Loans regardless of the Interest Period of any thereof. Any such prepayment or conversion shall entitle the Lenders to the prepayment compensation provided for in Section 3.3 hereof. Each Lender will notify the Borrowers as promptly as practicable (with a copy thereof delivered to the Agent) of the existence of any event which will likely require the payment by the Borrowers of any such additional amount under this Section.