Common use of Increased Cost Clause in Contracts

Increased Cost. From time to time upon notice to the Borrower from the Lender, the Borrower shall pay to the Lender such amounts as the Lender may determine to be necessary to compensate the Lender for any costs incurred by the Lender which the Lender determines are attributable to its making or maintaining any LIBOR Loans hereunder or its obligation to make any such Loans hereunder, or any reduction in any amount receivable by the Lender under this Agreement or the Notes in respect of any such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any change after the date of this Agreement in U.S. federal, state, municipal, or foreign laws or regulations (including Regulation D), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks including the Lender of or under U.S. federal, state, municipal, or foreign laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof (“Regulatory Change”), which: (a) changes the basis of taxation of any amounts payable to the Lender under this Agreement or the Notes in respect of any such Loans (other than Taxes imposed on the overall net income of the Lender for any of such Loans by the jurisdiction where the Lender Principal Office is located); or (b) imposes or modifies any reserve, special deposit, compulsory loan, or similar requirements relating to any extensions or credit or other assets of, or any deposits with or other liabilities of, the Lender (including any of such Loans or any deposits referred to in the definition of LIBOR Interest Rate); or (c) imposes any other condition affecting this Agreement or the Notes (or any such extensions of credit or liabilities). The Lender will notify the Borrower of any event occurring after the date of this Agreement which will entitle the Lender to compensation pursuant to this Section 6.6 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, but in no event will Borrower be liable for Additional Costs arising from any Regulatory Change which occurred more than six (6) months before the date of such notice. Determinations by the Lender for purposes of this Section 6.6 of the effect of any Regulatory Change on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts required compensate any the Lender in respect of any Additional Costs, shall be conclusive, provided that such determinations are made on a reasonable basis.

Increased Cost. From time to time upon notice to the Borrower from the Lender, the Borrower The Lessor shall pay to the Lender Lenders from time to time -------------- such amounts as the any Lender may determine to be necessary to compensate the such Lender for any costs incurred by the such Lender which the such Lender determines are attributable to its making funding or maintaining any LIBOR Loans hereunder or its obligation to make any such Loans the Notes held by it hereunder, or any reduction in any amount receivable by the such Lender under this Loan Agreement or the Notes in respect of any such Loans or such obligation Note (such increases in costs and reductions in amounts receivable being herein called “"Additional Costs”"), resulting from any change after the date of this Loan Agreement in U.S. federal, state, municipal, or foreign laws or regulations (including Regulation D), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks including the any Lender of or under any U.S. federal, state, municipal, or any foreign laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof (“"Regulatory Change”"), which: (a) changes the basis of taxation of any amounts payable to the Lender under this Agreement or the Notes in respect of any such Loans (other than Taxes imposed on the overall net income of the Lender for any of such Loans by the jurisdiction where the Lender Principal Office is located); or (bi) imposes or modifies any reserve, special deposit, compulsory loan, or similar requirements relating to any extensions of credit or commitments to extend credit or other assets ofof (funded or contingent), or any deposits with or other the liabilities of, the such Lender (including any of such Loans liabilities or any deposits referred to in the definition of LIBOR Interest Rate or Eurodollar Rate, as applicable); or (cii) imposes any other condition affecting this Loan Agreement or the Notes (or any such extensions extension of credit or liabilities)hereunder. The Each Lender will notify the Borrower Lessor of any event occurring after the date of this Loan Agreement which will entitle the such Lender to compensation pursuant to this Section 6.6 paragraph as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, but in no event will Borrower be liable for Additional Costs arising from any Regulatory Change which occurred more than six (6) months before the date of such notice. Determinations by the such Lender for purposes of this Section 6.6 paragraph of the effect of any Regulatory Change on its costs of making funding or maintaining Loans the Notes or on amounts receivable by it in respect of LoansNotes, and of the additional amounts required to compensate any the such Lender in respect of any Additional Costs, shall be conclusive, provided that such determinations are made on a reasonable basis.

Increased Cost. From time to time upon notice to the Borrower from a Bank (with a copy to the Lender, Agent) the Borrower shall pay to the Lender Agent for the account of the applicable Bank such amounts as the Lender any Bank may determine to be necessary to compensate the Lender such Bank for any costs incurred by the Lender such Bank which the Lender such Bank reasonably determines are attributable to its making or maintaining any LIBOR Loans Loan hereunder or its obligation to make any such Loans Loan hereunder, or any reduction in any amount receivable by the Lender such Bank under this Agreement or the Notes its Note in respect of any such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any change after the date of this Agreement in U.S. federal, state, municipal, or foreign laws or regulations (including Regulation D), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks including the Lender such Bank of or under U.S. federal, state, municipal, or foreign laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof (“Regulatory Change”), which: (a1) changes the basis of taxation of any amounts payable to the Lender such Bank under this Agreement or the Notes its Note in respect of any of such Loans (other than Taxes taxes imposed on the overall net income of the Lender such Bank or of its Lending Office for any of such Loans by the jurisdiction where the Lender Principal Office or such Lending Office is located); or (b2) imposes or modifies any reserve, special deposit, compulsory loan, or similar requirements relating to any extensions or of credit or other assets of, or any deposits with or other liabilities of, the Lender such Bank pertaining to this Agreement (including any of such Loans or any deposits referred to in the definition of LIBOR Interest Rate); or (c3) imposes any other condition affecting this Agreement or the Notes its Note (or any of such extensions of credit or liabilities). The Lender Such Bank will notify the Borrower (with a copy to the Agent) of any event occurring after the date of this Agreement which will entitle the Lender such Bank to compensation pursuant to this Section 6.6 2.13 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, but in no event will Borrower be liable for Additional Costs arising from any Regulatory Change which occurred more than six (6) months before the date of such notice. Determinations by the Lender any Bank for purposes of this Section 6.6 2.13 of the effect of any Regulatory Change on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts required to compensate any the Lender such Bank in respect of any Additional Costs, shall be conclusive, provided that such determinations are made on a reasonable basis.

Increased Cost. From time to time upon notice to the Borrower from the Lender, the The Borrower shall pay to the Lender Bank from time to time such amounts as the Lender Bank may determine to be necessary to compensate the Lender Bank for any costs incurred by the Lender Bank which the Lender Bank determines are attributable to its making or maintaining any LIBOR Loans hereunder or its obligation to make any such Loans hereunder, or any reduction in any amount receivable by the Lender under this Agreement or the Notes Bank in respect of any such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called “"Additional Costs”"), resulting from any change after the date of this Agreement Note in U.S. federal, state, municipal, municipal or foreign laws or regulations (including Regulation D), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks including the Lender Bank of or under any U.S. federal, state, municipal, municipal or foreign laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof (“"Regulatory Change”"), which: (a1) changes the basis of taxation of any amounts payable to the Lender Bank under this Agreement or the Notes Note in respect of any of such Loans (other than Taxes taxes imposed on the overall net income of the Lender Bank for any of such Loans by the jurisdiction where the Lender Principal Office Bank is located); or (b2) imposes or modifies any reserve, special deposit, compulsory loan, or similar requirements relating to any extensions or of credit or other assets of, or any deposits with or other liabilities of, the Lender Bank (including any of such Loans or any deposits referred to in the definition of LIBOR Interest Rate); or (c3) imposes any other condition affecting this Agreement or the Notes Note (or any of such extensions extension of credit or liabilities). The Lender Bank will notify the Borrower of any event occurring after the date of this Agreement hereof which will entitle the Lender Bank to compensation pursuant to this Section 6.6 hereto as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, but in no event will Borrower be liable for Additional Costs arising from any Regulatory Change which occurred more than six (6) months before the date of such notice. Determinations by the Lender Bank for purposes of this Section 6.6 hereof of the effect of any Regulatory Change on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts required to compensate any the Lender Bank in respect of any Additional Costs, shall be conclusive, provided that such determinations are made on a reasonable basis.

Increased Cost. From time to time upon notice to the Borrower from the Lender, the The Borrower shall pay to the Lender Bank from time to time such amounts as the Lender Bank may reasonably determine to be necessary to compensate the Lender Bank for any costs incurred by the Lender Bank which the Lender Bank reasonably determines are attributable to its making or maintaining any LIBOR Loans hereunder or its obligation to make any such Loans hereunder, or any reduction in any amount receivable by the Lender Bank under this Agreement or the Notes Note in respect of any such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called “"Additional Costs”"), resulting from any change after the date of this Agreement in U.S. federal, state, municipal, or foreign laws or regulations (including Regulation D), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks including the Lender Bank of or under any U.S. federal, state, municipal, or any foreign laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof (“"Regulatory Change”"), which: (a1) changes the basis of taxation of any amounts payable to the Lender Bank under this Agreement or the Notes Note in respect of any such of the Loans (other than Taxes taxes imposed on the overall net income of the Lender Bank or of its Lending Office for any of such Loans by the jurisdiction where the Lender Principal New York Office or such Lending Office is located); or (b2) imposes or modifies any reserve, special deposit, compulsory loan, or similar requirements relating to any extensions or of credit or other assets of, or any deposits with or other liabilities of, the Lender Bank (including any of such Loans or any deposits referred to in the definition of LIBOR Interest Rate); or (c3) imposes any other condition materially affecting this Agreement or the Notes Note (or any of such extensions of credit or liabilities)) in an adverse manner. The Lender Bank will notify the Borrower in writing of any event occurring after the date of this Agreement which will entitle the Lender Bank to compensation pursuant to this Section 6.6 2.11 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, but in no event will . The Borrower be liable for Additional Costs arising from any Regulatory Change which occurred more than six shall have thirty (630) months before days after the date receipt of such noticewritten notice to remit such additional compensation to the Bank. Determinations by the Lender Bank for purposes of this Section 6.6 2.11 of the effect of any Regulatory Change on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts required to compensate any the Lender Bank in respect of any Additional Costs, shall be conclusive, provided that such determinations are made on a reasonable basis.

Increased Cost. From time to time upon notice to the Borrower from the Lender, the The Borrower shall pay to the Lender Bank from time to time such amounts as the Lender may determine to be necessary to compensate the Lender Bank for any costs additional costs, as hereinafter defined, incurred by the Lender Bank which the Lender determines are attributable to its the Bank making or maintaining any LIBOR Loans hereunder or its obligation to make any such Loans hereunder, or any reduction in any amount receivable by the Lender Bank under this Loan Agreement or the Notes Revolving Credit Note in respect of any such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called “"Additional Costs”"), resulting from any change after the date of this Loan Agreement in U.S. federalFederal, state, municipal, or foreign laws laws, rules or regulations (including Regulation D), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks including the Lender Bank of or under U.S. federalany Federal, state, municipal, or foreign laws laws, rules or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof (“"Regulatory Change”"), which: (a1) changes the basis of taxation of any amounts payable to the Lender Bank under this Loan Agreement or the Notes Revolving Credit Note in respect of any such LIBOR Loans (other than Taxes taxes imposed on the overall net income of the Lender Bank for any of such Loans by the jurisdiction where the Lender Principal Office is locatedLoans); or (b2) imposes or modifies any reserve, special deposit, compulsory loan, or similar requirements relating to any extensions or of credit or other assets of, or any deposits with or other liabilities of, the Lender Bank (including any of such Loans or any deposits referred to in the definition of LIBOR Interest Rate); or (c3) imposes any other condition affecting this Loan Agreement or the Notes Revolving Credit Note (or any of such extensions of credit or liabilities). The Lender Bank will notify the Borrower of any event occurring after the date of this Loan Agreement which will entitle the Lender Bank to compensation pursuant to this Section 6.6 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, but in no event will Borrower be liable for the amount of the Additional Costs arising from any Regulatory Change which occurred more than six (6) months before the date of such noticepayable. Determinations by the Lender Bank for purposes of this Section 6.6 of the effect of any Regulatory Change on its costs of making or maintaining LIBOR Loans or on amounts receivable by it in respect of such Loans, and of the additional amounts required to compensate any the Lender Bank in respect of any Additional Costs, shall be conclusive, provided that such determinations are made on a reasonable basis.

Increased Cost. From time to time upon notice to the Borrower from the Lender, the Borrower The Borrowers shall pay to the Lender Bank from time -------------- to time such amounts as the Lender Bank may determine to be necessary to compensate the Lender Bank for any costs incurred by the Lender Bank which the Lender Bank determines are attributable to its making or maintaining any LIBOR Loans hereunder or its obligation to make any such Loans Loan hereunder, or any reduction in any amount receivable by the Lender Bank under this Agreement or the Notes Note in respect of any such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called “"Additional Costs”"), resulting from any change after the date of this Agreement in U.S. federal, state, municipal, or foreign laws or regulations (including Regulation D), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks including the Lender of Bank or under any U.S. federal, state, municipal, or any foreign laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof (“"Regulatory Change”"), which: (a1) changes the basis of taxation of any amounts payable to the Lender Bank under this Agreement or the Notes Note in respect of any of such Loans (other than Taxes taxes imposed on the overall net income of the Lender Bank or of its Lending Office for any of such Loans by the jurisdiction where the Lender Principal Office or such Lending Office is located); or (b2) imposes or modifies any reserve, special deposit, compulsory loan, or similar requirements relating to any extensions or of credit or other assets of, or any deposits with or other liabilities of, the Lender Bank (including any of such Loans or any deposits referred to in the definition of LIBOR Interest Rate); or (c3) imposes any other condition affecting this Agreement or the Notes Note (or any of such extensions of credit or liabilities). The Lender Bank will notify the Borrower Borrowers of any event occurring after the date of this Agreement which will entitle the Lender Bank to compensation pursuant to this Section 6.6 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, but in no event will Borrower be liable for Additional Costs arising from any Regulatory Change which occurred more than six (6) months before the date of such notice. Determinations by the Lender for purposes of this Section 6.6 of the effect of any Regulatory Change on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts required compensate any the Lender in respect of any Additional Costs, shall be conclusive, provided that such determinations are made on a reasonable basis.this

Increased Cost. From time to time upon notice to the Borrower from the any Lender, the Borrower shall pay to the such Lender such amounts as the such Lender may determine to be necessary to compensate the such Lender for any costs incurred by the such Lender which the such Lender determines are attributable to its making or maintaining any LIBOR Loans hereunder or its obligation to make any such Loans hereunder, or any reduction in any amount receivable by the such Lender under this Agreement or the Notes in respect of any such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called “"Additional Costs”"), resulting from any change after the date of this Agreement in U.S. federal, state, municipal, or foreign laws or regulations (including Regulation D), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks including the such Lender of or under U.S. federal, state, municipal, or foreign laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof (“"Regulatory Change”"), which: (a) changes the basis of taxation of any amounts payable to the such Lender under this Agreement or the Notes in respect of any such Loans (other than Taxes imposed on the overall net income of the such Lender for any of such Loans by the jurisdiction where the Lender Principal Office is located); or (b) imposes or modifies any reserve, special deposit, compulsory loan, or similar requirements relating to any extensions or credit or other assets of, or any deposits with or other liabilities of, the such Lender (including any of such Loans or any deposits referred to in the definition of LIBOR Interest Rate); or (c) imposes any other condition affecting this Agreement or the Notes (or any such extensions of credit or liabilities). The Such Lender will notify the Borrower of any event occurring after the date of this Agreement which will entitle the such Lender to compensation pursuant to this Section 6.6 1.17 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, but in no event will Borrower be liable for Additional Costs arising from any Regulatory Change which occurred more than six (6) months before the date of such notice. Determinations by the Lender Lenders for purposes of this Section 6.6 1.17 of the effect of any Regulatory Change on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts required compensate any the Lender Lenders in respect of any Additional Costs, shall be conclusive, provided that such determinations are made on a reasonable basis.

Increased Cost. From time to time upon notice to the Borrower from the LenderBank, the Borrower shall pay to the Lender Bank such amounts as the Lender Bank may determine to be necessary to compensate the Lender Bank for any costs incurred by the Lender Bank which the Lender Bank reasonably determines are attributable to its making or maintaining any LIBOR Loans hereunder or its obligation to make any such LIBOR Loans hereunder, or any reduction in any amount receivable by the Lender Bank under this Agreement or the Notes Note in respect of any such LIBOR Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called “"Additional Costs”"), resulting from any change after the date of this Agreement in U.S. federal, state, municipal, state or foreign municipal laws or regulations (including Regulation D), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks including the Lender of or Bank under U.S. federal, state, municipal, state or foreign municipal laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof (“a "Regulatory Change”"), which: which (ai) changes the basis of taxation of any amounts payable to the Lender Bank under this Agreement or the Notes Note in respect of any such of LIBOR Loans (other than Taxes taxes imposed on the overall net income of the Lender Bank for any of such LIBOR Loans by the jurisdiction where the Lender Principal Office is located); or (bii) imposes or modifies any reserve, special deposit, compulsory loan, or similar requirements relating to any extensions or of credit or other assets of, or any deposits with or other liabilities of, the Lender Bank (including any of such LIBOR Loans or any deposits referred to in the definition of LIBOR Interest Rate); or (ciii) imposes any other condition affecting this Agreement or the Notes Note (or any of such extensions of credit or liabilities). The Lender Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle the Lender Bank to compensation pursuant to this Section 6.6 2.12 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, but in no event will Borrower be liable for Additional Costs arising from any Regulatory Change which occurred more than six (6) months before and upon the date receipt of such noticenotice the Borrower shall have the right to convert any LIBOR Loans to Prime Loans without paying such increased cost subject, however, to the provisions of Section 2.14. Determinations Determination by the Lender any Bank for purposes of this Section 6.6 2.12 of the effect of any Regulatory Change on its costs of making or maintaining LIBOR Loans or on amounts receivable by it in respect of LIBOR Loans, and of the additional amounts required to compensate any the Lender Bank in respect of any Additional Costs, shall be conclusive, provided that such determinations are made on a reasonable basis.

Increased Cost. From time to time upon notice to the Borrower from the Lender, the The Borrower shall pay to the Lender Bank from time to time such amounts as the Lender Bank may reasonably determine to be necessary to compensate the Lender Bank for any costs incurred by the Lender Bank which the Lender Bank reasonably determines are attributable to its making or maintaining any LIBOR Loans hereunder or its obligation to make any such Loans hereunder, or any reduction in any amount receivable by the Lender Bank under this Agreement Agreement, the Note or the Notes Additional Note in respect of any such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called “"Additional Costs”"), resulting from any change after the date of this Agreement in U.S. federal, state, municipal, or foreign laws or regulations (including Regulation D), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks including the Lender Bank of or under any U.S. federal, state, municipal, or any foreign laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof (“"Regulatory Change”"), which: (a1) changes the basis of taxation of any amounts payable to the Lender Bank under this Agreement Agreement, the Note or the Notes Additional Note in respect of any such of the Loans (other than Taxes taxes imposed on the overall net income of the Lender Bank or of its Lending Office for any of such Loans by the jurisdiction where the Lender Principal New York Office or such Lending Office is located); or (b2) imposes or modifies any reserve, special deposit, compulsory loan, or similar requirements relating to any extensions or of credit or other assets of, or any deposits with or other liabilities of, the Lender Bank (including any of such Loans or any deposits referred to in the definition of LIBOR Interest Rate); or (c3) imposes any other condition materially affecting this Agreement Agreement, the Note or the Notes Additional Note (or any of such extensions of credit or liabilities)) in an adverse manner. The Lender Bank will notify the Borrower in writing of any event occurring after the date of this Agreement which will entitle the Lender Bank to compensation pursuant to this Section 6.6 2.11 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, but in no event will . The Borrower be liable for Additional Costs arising from any Regulatory Change which occurred more than six shall have thirty (630) months before days after the date receipt of such noticewritten notice to remit such additional compensation to the Bank. Determinations by the Lender Bank for purposes of this Section 6.6 2.11 of the effect of any Regulatory Change on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts required to compensate any the Lender Bank in respect of any Additional Costs, shall be conclusive, provided that such determinations are made on a reasonable basis.

Increased Cost. From time to time upon notice to the Borrower from the Lender, the Borrower shall pay to the Lender such amounts as the Lender may determine to be necessary to compensate the Lender for any costs incurred by the Lender which the Lender determines are attributable to its making or maintaining any LIBOR Loans hereunder or its obligation to make any such Loans hereunder, or any reduction in any amount receivable by the Lender under this Agreement or the Notes in respect of any such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any change after the date of this Agreement in U.S. federal, state, municipal, or foreign laws or regulations (including Regulation D), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks including the Lender of or under U.S. federal, state, municipal, or foreign laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof (“Regulatory Change”), which: (a) changes the basis of taxation of any amounts payable to the Lender under this Agreement or the Notes in respect of any such Loans (other than Taxes imposed on the overall net income of the Lender for any of such Loans by the jurisdiction where the Lender Principal Office is located); or (b) imposes or modifies any reserve, special deposit, compulsory loan, or similar requirements relating to any extensions or credit or other assets of, or any deposits with or other liabilities of, the Lender (including any of such Loans or any deposits referred to in the definition of LIBOR Interest RateLIBOR); or (c) imposes any other condition affecting this Agreement or the Notes (or any such extensions of credit or liabilities). The Lender will notify the Borrower of any event occurring after the date of this Agreement which will entitle the Lender to compensation pursuant to this Section 6.6 8.5 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, but in no event will Borrower be liable for Additional Costs arising from any Regulatory Change which occurred more than six (6) months before the date of such notice. Determinations by the Lender for purposes of this Section 6.6 8.5 of the effect of any Regulatory Change on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts required compensate any the Lender in respect of any Additional Costs, shall be conclusive, provided that such determinations are made on a reasonable basis.

Increased Cost. From time to time upon notice to the Borrower Borrowers from the Lendera Lender (with a copy to Agent), the Borrower Borrowers shall pay to Agent, for the Lender account of the applicable Lender, such amounts as the any Lender may determine to be necessary to compensate the such Lender for any costs incurred by the such Lender which the such Lender determines are attributable to its making or maintaining any LIBOR Rate Loans hereunder or its obligation to make any such Loans hereunder, or any reduction in any amount receivable by the such Lender under this Agreement or the Notes its Note in respect of any such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any change after the date of this Agreement in U.S. federal, state, municipal, or foreign laws or regulations (including Regulation D), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks including the such Lender of or under U.S. federal, state, municipal, or foreign laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof (“Regulatory Change”), which: (aa ) changes the basis of taxation of any amounts payable to the such Lender under this Agreement or the Notes its Note in respect of any of such Loans (other than Taxes taxes imposed on the overall net income of the such Lender or of its Lending Office for any of such Loans by the jurisdiction where the Lender Principal Office or such Lending Office is located); or (b) imposes or modifies any reserve, special deposit, compulsory loan, or similar requirements relating to any extensions or of credit or other assets of, or any deposits with or other liabilities of, the such Lender (including any of such Loans or any deposits referred to in the definition of LIBOR Interest Rate); or (c) imposes any other condition affecting this Agreement or the Notes such Lenders Note (or any of such extensions of credit or liabilities). The Such Lender will notify the Borrower Borrowers (with a copy to Agent) of any event occurring after the date of this Agreement which will entitle the such Lender to compensation pursuant to this Section 6.6 2.12 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, but in no event will Borrower be liable for Additional Costs arising from any Regulatory Change which occurred more than six (6) months before the date of such notice. -23- Determinations by the any Lender for purposes of this Section 6.6 2.12 of the effect of any Regulatory Change on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts required to compensate any the such Lender in respect of any Additional Costs, shall be conclusive, provided that such determinations are made on a reasonable basis.. Section 2.13

Increased Cost. From time to time upon notice to the Borrower from the Lender, the Borrower shall pay to the Lender Bank from time to time such amounts as the Lender Bank may determine to be necessary to compensate the Lender Bank for any costs incurred by the Lender Bank which the Lender Bank determines are attributable to its making or maintaining any LIBOR Loans hereunder or its obligation to make any convert to such Loans hereunder, or any reduction in any amount receivable by the Lender Bank under this Agreement or the Notes in respect of any such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called “"Additional Costs”"), resulting from any change after the date of this Agreement in U.S. federal, state, municipal, or foreign laws or regulations (including Regulation D), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks including the Lender Bank of or under any U.S. federal, state, municipal, or any foreign laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof (“"Regulatory Change”"), which: which (a) changes the basis of taxation of any amounts payable to the Lender Bank under this Agreement or the Notes in respect of any of such Loans Loan (other than Taxes taxes imposed on the overall net income of the Lender Bank or of its Lending Office for any of such Loans by the jurisdiction where the Lender Principal Office or such Lending Office is located); or , (b) imposes or modifies any reserve, special deposit, compulsory loan, or similar requirements relating to any extensions or of credit or other assets of, or any deposits with or other liabilities of, the Lender Bank (including any of such Loans or any deposits referred to in the definition of LIBOR Interest RateLIBOR); , or (c) imposes any other condition affecting this Agreement or the Notes (or any of such extensions of credit or liabilities). The Lender Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle the Lender Bank to compensation pursuant to this Section 6.6 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, but and shall provide to the Borrower therewith a statement setting forth the basis for, and a calculation in no event will Borrower reasonable detail of the additional amounts to be liable for Additional Costs arising from any Regulatory Change which occurred more than six (6) months before paid to the date of such noticeBank hereunder. Determinations by the Lender Bank for purposes of this Section 6.6 of the effect of any Regulatory Change on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts required to compensate any the Lender Bank in respect of any Additional Costs, shall be conclusive, provided that such determinations are made on a reasonable basis.

Increased Cost. From time to time upon notice to the Borrower from the Lender, the Borrower The Company shall pay to the Lender Agent from time to time such reasonable amounts as the Lender Agent may determine to be necessary to compensate the Lender Agent for any costs incurred by the Lender Agent which the Lender Agent determines are attributable to its making or maintaining any LIBOR Loans on behalf of the Lenders hereunder or its obligation to make any such Loans on behalf of the Lenders hereunder, or any reduction in any amount receivable by the Lender Agent under this Agreement or the Notes Revolving Note in respect of any such Loans loans or such obligation (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any change after the date of this Agreement in U.S. federal, state, municipal, or foreign laws or regulations (including Regulation DD and any applicable currency reserve requirements), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks Agents including the Lender Agent of or under any U.S. federal, state, municipal, or any foreign laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof (“Regulatory Change”), which: (a1) changes the basis of taxation of any amounts payable to the Lender Agent under this Agreement or the Notes Revolving Note in respect of any of such Loans (other than Taxes taxes imposed on the overall net income of the Lender Agent for any of such Loans by the jurisdiction where the Lender Principal Office is located); or (b2) imposes or modifies any reserve, special deposit, compulsory loan, or similar requirements relating to any extensions or of credit or other assets of, or any deposits with or other liabilities of, the Lender (including any of such Loans or any deposits referred to in the definition of LIBOR Interest Rate)Agent; or (c3) imposes any other condition conditions affecting this Agreement or the Notes Revolving Note (or any of such extensions of credit or liabilities). The Lender Agent will notify the Borrower Company in writing of any event occurring after the date of this Agreement which will entitle the Lender Agent to compensation pursuant to this Section 6.6 2.9 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, but in no event will Borrower be liable for Additional Costs arising from any Regulatory Change which occurred more than six (6) months before the date of such notice. Determinations Reasonable determinations by the Lender Agent for purposes of this Section 6.6 2.9 of the effect of any Regulatory Change on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts required to compensate any the Lender Agent in respect of any Additional Costs, shall be conclusive, provided that such determinations are made on a reasonable basis, are not subject to manifest error and the written basis for said determinations are given to Company.

Increased Cost. From time to time upon notice to the Borrower from the Lender, the Borrower The Lessor shall pay to the Lender Lenders from time to -------------- time such amounts as the any Lender may determine to be necessary to compensate the such Lender for any costs incurred by the such Lender which the such Lender determines are attributable to its making funding or maintaining any LIBOR Loans hereunder or its obligation to make any such Loans the Notes held by it hereunder, or any reduction in any amount receivable by the such Lender under this Loan Agreement or the Notes in respect of any such Loans or such obligation Note (such increases in costs and reductions in amounts receivable being herein called “"Additional Costs”"), resulting from any change after the date of this Loan Agreement in U.S. federal, state, municipal, or foreign laws or regulations (including Regulation D), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks including the Lender of or under any U.S. federal, state, municipal, or any foreign laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof (“"Regulatory Change”"), which: (a) changes the basis of taxation of any amounts payable to the Lender under this Agreement or the Notes in respect of any such Loans (other than Taxes imposed on the overall net income of the Lender for any of such Loans by the jurisdiction where the Lender Principal Office is located); or (bi) imposes or modifies any reserve, special deposit, compulsory loan, or similar requirements relating to any extensions of credit or commitments to extend credit or other assets ofof (funded or contingent), or any deposits with or other the liabilities of, the such Lender (including any of such Loans liabilities or any deposits referred to in the definition of LIBOR Interest Rate or Eurodollar Rate, as applicable); or (cii) imposes any other condition affecting this Loan Agreement or the Notes (or any such extensions extension of credit or liabilities)hereunder. The Each Lender will notify the Borrower Lessor of any event occurring after the date of this Loan Agreement which will entitle the such Lender to compensation pursuant to this Section 6.6 paragraph as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, but in no event will Borrower be liable for Additional Costs arising from any Regulatory Change which occurred more than six (6) months before the date of such notice. Determinations by the such Lender for purposes of this Section 6.6 paragraph of the effect of any Regulatory Change on its costs of making funding or maintaining Loans the Notes or on amounts receivable by it in respect of LoansNotes, and of the additional amounts required to compensate any the such Lender in respect of any Additional Costs, shall be conclusive, provided that such determinations are made on a reasonable basis.

Increased Cost. From time to time upon notice to the Borrower from the Lender, the Borrower The Company shall pay to the Lender Bank from time to time such amounts as the Lender Bank may determine to be necessary to compensate the Lender Bank for any costs incurred by the Lender Bank which the Lender Bank reasonably determines are directly attributable to its making or maintaining any LIBOR Loans hereunder or its obligation to make any such Loans hereunder, or any reduction in any amount receivable by the Lender Bank under this Agreement or the Notes Revolving Note in respect of any such Loans loans or such obligation (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any change after the date of this Agreement in U.S. federal, state, municipal, or foreign laws or regulations (including Regulation DD and any Eurocurrency Reserve Requirements), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks including the Lender Bank of or under any U.S. federal, state, municipal, or any foreign laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof (“Regulatory Change”), which: (a1) changes the basis of taxation of any amounts payable to the Lender Bank under this Agreement or the Notes Revolving Note in respect of any of such Loans (other than Taxes taxes imposed on the overall net income of the Lender Bank for any of such Loans by the jurisdiction where the Lender Principal Office is located); or (b2) imposes or modifies any reserve, special deposit, compulsory loan, or similar requirements relating to any extensions or of credit or other assets of, or any deposits with or other liabilities of, the Lender Bank (including any of such Loans or any deposits referred to in the definition of LIBOR Interest RateEurocurrency Reserve Requirements); or (c3) imposes any other condition conditions affecting this Agreement or the Notes Revolving Note (or any of such extensions of credit or liabilities). The Lender Bank will notify the Borrower Company in writing of any event occurring after the date of this Agreement which will entitle the Lender Bank to compensation pursuant to this Section 6.6 2.13 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, but in no event will Borrower be liable for Additional Costs arising from any Regulatory Change which occurred more than six (6) months before the date of such notice. Determinations by the Lender Bank for purposes of this Section 6.6 2.13 of the effect of any Regulatory Change on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts required to compensate any the Lender Bank in respect of any Additional Costs, shall be conclusive, provided that such determinations are made on a reasonable basis, are not subject to manifest error and the written basis for said determinations are given to Company.

Increased Cost. From time to time upon notice to the Borrower from the Lender, the The Borrower shall pay to the Lender Agent, for the account of the applicable Bank, from time to time such amounts as the Lender any Bank may determine to be necessary to compensate the Lender such Bank for any costs incurred by the Lender such Bank which the Lender such Bank determines are attributable to its making or maintaining any LIBOR Loans Loan hereunder or its obligation to make any such Loans Loan hereunder, or any reduction in any amount receivable by the Lender such Bank under this Agreement or the Notes in respect of any such Loans Loan or such obligation (such increases in costs and reductions in amounts receivable being herein called “"Additional Costs”"), resulting from any change after the date of this Agreement in U.S. federal, state, municipal, or foreign laws or regulations (including Regulation D), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks including the Lender of such Bank or under any U.S. federal, state, municipal, or any foreign laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof (“"Regulatory Change”"), which: (a1) changes the basis of taxation of any amounts payable to the Lender such Bank under this Agreement or the Notes in respect of any such Loans Loan (other than Taxes taxes imposed on the overall net income of the Lender such Bank for any of such Loans Loan by the jurisdiction where the Lender Principal Office is located); or (b2) imposes or modifies any reserve, special deposit, compulsory loan, or similar requirements relating to any extensions or of credit or other assets of, or any deposits with or other liabilities of, the Lender such Bank (including any of such Loans or any deposits referred to in the definition of LIBOR Interest Rate); or (c3) imposes any other condition affecting this Agreement or the Notes (or any of such extensions of credit or liabilities). The Lender Such Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle the Lender such Bank to compensation pursuant to this Section 6.6 2.11 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, but in no event will Borrower be liable for Additional Costs arising from any Regulatory Change which occurred more than six (6) months before the date of such notice. Determinations by the Lender any Bank for purposes of this Section 6.6 2.11 of the effect of any Regulatory Change on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts required to compensate any the Lender such Bank in respect of any Additional Costs, shall be conclusive, provided that such determinations are made on a reasonable basis.

Increased Cost. From time to time upon notice to the Borrower from the Lender, the Borrower shall pay to the Lender Bank from time to time such amounts as the Lender Bank may determine to be necessary to compensate the Lender Bank for any costs incurred by the Lender Bank which the Lender Bank determines are attributable to its making or maintaining any LIBOR Loans hereunder or its obligation to make any convert to such Loans hereunder, or any reduction in any amount receivable by the Lender Bank under this Agreement or the Notes in respect of any such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any change after the date of this Agreement in U.S. federal, state, municipal, or foreign laws or regulations (including Regulation D), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks including the Lender Bank of or under any U.S. federal, state, municipal, or any foreign laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof (“Regulatory Change”), which: which (a) changes the basis of taxation of any amounts payable to the Lender Bank under this Agreement or the Notes in respect of any of such Loans Loan (other than Taxes taxes imposed on the overall net income of the Lender Bank or of its Lending Office for any of such Loans by the jurisdiction where the Lender Principal Office or such Lending Office is located); or , (b) imposes or modifies any reserve, special deposit, compulsory loan, or similar requirements relating to any extensions or of credit or other assets of, or any deposits with or other liabilities of, the Lender Bank (including any of such Loans or any deposits referred to in the definition of LIBOR Interest RateLIBOR); , or (c) imposes any other condition affecting this Agreement or the Notes (or any of such extensions of credit or liabilities). The Lender Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle the Lender Bank to compensation pursuant to this Section 6.6 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, but and shall provide to Borrower therewith a statement setting forth the basis for, and a calculation in no event will Borrower reasonable detail of the additional amounts to be liable for Additional Costs arising from any Regulatory Change which occurred more than six (6) months before paid to the date of such noticeBank hereunder. Determinations by the Lender Bank for purposes of this Section 6.6 of the effect of any Regulatory Change on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts required to compensate any the Lender Bank in respect of any Additional Costs, shall be conclusive, provided that such determinations are made on a reasonable basis.