Increased Costs; Illegality. (a) If any Change in Law shall:
Increased Costs; Illegality. (a) If, due to either (i) the introduction of or any change (including any change by way of imposition or increase of reserve requirements included in the Eurodollar Rate Reserve Percentage) in or change in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining Eurodollar Rate Advances, then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agents), pay to the Paying Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower and the Administrative Agents by such Lender, shall be conclusive and binding for all purposes, absent manifest error.
Increased Costs; Illegality. (a) If (x) in the case of clause (i) below, the Administrative Agent or (y) in the case of clauses (ii) and (iii) below, any Lender, shall have determined on a reasonable basis (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto):
Increased Costs; Illegality. (a) If the adoption or change of any Law, rule, 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 any Credit Party with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank, or comparable agency or any Regulatory Change after the Closing Date: (i) subjects such Credit Party to any tax, duty, or other charge with respect to any Loan or Note, or changes the basis of taxation of any amounts payable to such Credit Party under this Agreement or any Note in respect of any Loan or otherwise with respect to any Obligations (other than taxes imposed on the overall net income of such Credit Party by the jurisdiction in which such Credit Party has its principal office); (ii) imposes, modifies, or deems applicable any reserve, special deposit, assessment, compulsory loan, or similar requirement (other than the Reserve Requirement utilized in the determination of the Adjusted LIBOR Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Credit Party, including the applicable Loans extended by such Credit Party hereunder or any other Obligations owing to such Credit Party; or (iii) imposes on such Credit Party or the applicable interbank market any other condition affecting this Agreement or any Note or any Obligation or any of such extensions of credit or liabilities or commitments or the costs of deposits maintained by any Credit Party in obtaining funds to carry any of the Loans or Obligations; and the result of any of the foregoing is to increase the cost to such Credit Party of the making, converting into, continuing, or maintaining or participating in any Loan or to reduce any yield or sum received or receivable by such Credit Party under this Agreement or any Note with respect to any Loan or other Obligation, then the Borrower shall pay to such Credit Party on demand such amount or amounts as will compensate such Credit Party for such increased cost or reduction.
Increased Costs; Illegality. (a) Except as to taxes, levies, imposts, deductions, charges, withholdings or liabilities with respect thereto (it being understood that the Borrower shall not have any liability for any taxes, levies, imposts, deductions, charges, withholdings or liabilities with respect thereto, except as provided in Section 2.12), if, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance by any Lender with any guideline or request from any central bank or other governmental authority in any case introduced, changed, interpreted or requested after the date hereof (whether or not having the force of law), there shall be (x) imposed, modified or deemed applicable any reserve, special deposit or similar requirement against assets held by, or letters of credit or guarantees issued by, or deposits in or for the account of, any Lender or (y) imposed on any Lender any other condition relating to this Agreement or the Advances made by it, and the result of any event referred to in clause (x) or (y) shall be to increase the cost to such Lender of agreeing to make or making, funding or maintaining Eurodollar Rate Advances, then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent) made within 60 days after the first date on which such Lender has actual knowledge that it is entitled to make demand for payment under this Section 2.09(a), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost; provided, however, that if such Lender fails to so notify the Borrower within such 60-day period, such increased cost shall commence accruing on such later date on which the Lender notifies the Borrower; provided further that, before making any such demand, such Lender agrees to use its best efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower and the Administrative Agent b...
Increased Costs; Illegality. (a) If any Regulatory Change shall:
Increased Costs; Illegality. (a) If any Lender shall notify the Administrative Agent and Level 3 at any time that Eurocurrency Reserve Requirements are, or are scheduled to become, effective and that such Lender is or will be generally subject to such Eurocurrency Reserve Requirements and will, as a result, incur additional costs, then such Lender shall, for each day from the later of the date of such notice and the date on which such Eurocurrency Reserve Requirements become effective, be entitled to additional interest on each Eurodollar Loan made by it at a rate per annum determined for such day (rounded upward to the nearest 100th of 1%) equal to the remainder obtained by subtracting (i) the LIBO Rate for such Eurodollar Loan from (ii) the rate obtained by dividing such LIBO Rate by a percentage equal to 100% minus the Eurocurrency Reserve Requirements then-applicable to such Lender. Such additional interest will be payable in arrears to the Administrative Agent, for the account of such Lender, on each Interest Payment Date relating to such Eurodollar Loan and on any other date when interest is required to be paid hereunder with respect to such Loan. Any Lender giving a notice under this paragraph (a) shall promptly withdraw such notice (by written notice of withdrawal given to the Administrative Agent and Level 3) in the event Eurocurrency Reserve Requirements cease to apply to it or the circumstances giving rise to such notice otherwise cease to exist.
Increased Costs; Illegality. (a) If the adoption or implementation of, or any change in (or the interpretation, administration or application of) any Applicable Law shall, in each case after the date hereof, (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any Person controlling such Lender or
Increased Costs; Illegality. (a) If any Lender shall determine at any time that it shall be required, by any Governmental Authority of any jurisdiction of any currency in which any Eurocurrency Loan shall be made or in which banks are subject for any category of deposits or liabilities customarily used to fund Eurocurrency Loans in such currency or by reference to which interest rates applicable to Eurocurrency Loans in such currency are determined, to maintain reserves in respect of Eurocurrency Loans with respect to any period when it has a Eurocurrency Loan outstanding hereunder, then such Lender may require the Company or the applicable Borrower to pay, contemporaneously with each payment of interest on the Eurocurrency Loans, additional interest for such period on the related Eurocurrency Loan of such Lender at a rate per annum equal to the excess of (i)(A) the applicable LIBO Rate (or such other rate determined pursuant to Section 2.11(d)) divided by (B) one minus the Eurocurrency Reserve Percentage over (ii) the rate specified in clause (i)(A) above.
Increased Costs; Illegality. 3.1 The Borrower shall compensate the Lender, upon its written request (which request shall set forth the basis for requesting such compensation and shall, absent manifest error, be final and conclusive and binding on the Borrower), for all reasonable losses, expenses and liabilities which the Lender may sustain: (i) if any payment of interest and/or payment (including, without limitation, any prepayment made pursuant to SECTIONS 4.2 of this Agreement) occurs on a date which is not the last Business Day of the Interest Period with respect thereto; (ii) if any prepayment of any portion of the Outstanding Principal Amount is not made on any date specified in a notice of prepayment given by the Borrower; or (iii) as a consequence of failure by the Borrower to pay any portion of the Outstanding Principal Amount, either of principal or interest, when required by the terms of this Agreement.
