Common use of Compensation For Increased Costs and Taxes Clause in Contracts

Compensation For Increased Costs and Taxes. Subject to the provisions of subsection 2.7B (which shall be controlling with respect to the matters covered thereby), in the event that any Lender shall reasonably determine (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) that the introduction or adoption (after the date hereof) of any law, treaty or governmental rule, regulation or order, or that any change (after the date hereof) in any law, treaty or governmental rule, regulation or order or in the interpretation, administration or application thereof, or that any determination (after the date hereof) by a court or governmental authority, or that compliance by such Lender with any guideline, request or directive issued or made (after the date hereof) by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law), in any such case: (i) subjects such Lender (or its applicable Lending Office) to any additional Tax (excluding (x) any Tax on the overall net income of such Lender, (y) any Tax imposed on any Lender as a result of a present or former connection between the jurisdiction imposing such Taxes and such Lender (except a present connection arising solely from such Lender having executed, delivered or performed its obligations or received a payment under, or enforced any Loan Documents) and (z) any Tax with respect to which the provisions of subsection 2.7B are applicable) with respect to this Agreement or any of its obligations hereunder or any payments to such Lender (or its applicable Lending Office) of principal, interest, fees or any other amount payable hereunder; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender; or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable Lending Office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable Lending Office) with respect thereto; then, in any such case, Borrower shall pay to such Lender, promptly after receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its reasonable discretion shall determine) as may be necessary to compensate such Lender for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this subsection 2.7A, which statement shall be conclusive and binding upon all parties hereto absent clearly demonstrable error.

Compensation For Increased Costs and Taxes. Subject to the provisions of subsection 2.7B Section 2.20 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender (which term shall reasonably include Issuing Bank for purposes of this Section 2.19(a)) shall determine (which determination shall, absent clearly demonstrable manifest error, be final and conclusive and binding upon all parties hereto) that the introduction or adoption (after the date hereofA) of any law, treaty or governmental rule, regulation or order, or that any change therein or in the interpretation, administration or application thereof (after regardless of whether the date hereof) in any underlying law, treaty or governmental rule, regulation or order was issued or in enacted prior to the interpretationdate hereof), administration including the introduction of any new law, treaty or application governmental rule, regulation or order but excluding solely proposals thereof, or that any determination (of a court or Governmental Authority, in each case that becomes effective after the date hereof) by a court or governmental authority, or that compliance by such Lender with (B) any guideline, request or directive issued or made (after the date hereof) by any central bank or other governmental or quasi-quasi- governmental authority (whether or not having the force of law)) or any implementation rules or interpretations of previously issued guidelines, requests or directives, in any such case: each case that is issued or made after the date hereof: (i) subjects such Lender (or its applicable Lending Officelending office) or any company controlling such Lender to any additional Tax (excluding other than (xA) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) any Tax on the overall net income of such Lender, (y) any Tax imposed on any Lender as a result of a present or former connection between the jurisdiction imposing such Taxes and such Lender (except a present connection arising solely from such Lender having executed, delivered or performed its obligations or received a payment under, or enforced any Loan Documents) and (z) any Tax with respect to which the provisions of subsection 2.7B are applicable) with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable Lending Officelending office) of principal, interest, fees or any other amount payable hereunder; ; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, liquidity, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to Eurodollar Rate Loans that are reflected in the definition of “Adjusted Eurodollar Rate”) or any company controlling such Lender; or or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable Lending Officelending office) or its any company controlling such Lender or such Lender’s obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable Lending Officelending office) with respect thereto; then, in any such case, Borrower shall promptly pay to such Lender, promptly after upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or in a lump sum or otherwise as such Lender in its reasonable sole discretion shall determine) as may be necessary to compensate such Lender for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this subsection 2.7ASection 2.19(a), which statement shall be conclusive and binding upon all parties hereto absent clearly demonstrable manifest error.

Compensation For Increased Costs and Taxes. Subject to the provisions of subsection 2.7B (which shall be controlling with respect to the matters covered thereby), in the event that any Lender shall reasonably determine (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) that the introduction or adoption (after the date hereofClosing Date) of any law, treaty or governmental rule, regulation or order, or that any change (after the date hereofClosing Date) in any law, treaty or governmental rule, regulation or order or in the interpretation, administration or application thereof, or that any determination (after the date hereofClosing Date) by a court or governmental authority, or that compliance by such Lender with any guideline, request or directive issued or made (after the date hereofClosing Date) by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law), in any such case: (i) subjects such Lender (or its applicable Lending Office) to any additional Tax (excluding (x) any Tax on the overall net income of such Lender, Lender and (y) any Tax imposed on any Agent or any Lender as a result of a present or former connection between the jurisdiction imposing such Taxes and such Lender (except a present connection arising solely from such Agent or such Lender having executed, delivered or performed its obligations or received a payment under, or enforced any Loan Documents) and (z) any Tax with respect to which the provisions of subsection 2.7B are applicable)) with respect to this Agreement or any of its obligations hereunder or any payments to such Lender (or its applicable Lending Office) of principal, interest, fees or any other amount payable hereunderhereunder (any such non-excluded Tax, a "NON-EXCLUDED TAX"); (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such LenderLender (other than any included within the definition of Mandatory Liquid Asset Costs); or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable Lending Office) or its obligations hereunder or the London interbank marketmarket for the Applicable Currency; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable Lending Office) with respect thereto; then, in any such case, the applicable Borrower shall pay to such Lender, promptly after receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its reasonable discretion shall determine) as may be necessary to compensate such Lender for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver to the applicable Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this subsection 2.7A, which statement shall be conclusive and binding upon all parties hereto absent clearly demonstrable error. Notwithstanding the foregoing, neither U.K. Borrower shall be obligated to compensate any Lender under this subsection 2.7A in respect of any increased cost which is incurred as a result of the implementation after the Closing Date, in whole or in part, of the International Convergence of Capital Measurements and Capital Standards dated July 1988 published by the Basle Committee on Banking Regulations and Supervisory Practices (the "GUIDANCE"), except where a higher level of capital adequacy is imposed than that stipulated in the Guidance as at the date of this Agreement.

Compensation For Increased Costs and Taxes. Subject to the provisions of subsection 2.7B (which shall be controlling with respect to the matters covered thereby), in the event that any Lender shall reasonably determine (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) that the introduction or adoption (after the date hereofClosing Date) of any law, treaty or governmental rule, regulation or order, or that any change (after the date hereofClosing Date) in any law, treaty or governmental rule, regulation or order or in the interpretation, administration or application thereof, or that any determination (after the date hereofClosing Date) by a court or governmental authority, or that compliance by such Lender with any guideline, request or directive issued or made (after the date hereofClosing Date) by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law), in any such case: (i) subjects such Lender (or its applicable Lending Office) to any additional Tax (excluding (x) any Tax on the overall net income of such Lender, Lender and (y) any Tax imposed on any Agent or any Lender as a result of a present or former connection between the jurisdiction imposing such Taxes and such Lender (except a present connection arising solely from such Agent or such Lender having executed, delivered or performed its obligations or received a payment under, or enforced any Loan Documents) and (z) any Tax with respect to which the provisions of subsection 2.7B are applicable)) with respect to this Agreement or any of its obligations hereunder or any payments to such Lender (or its applicable Lending Office) of principal, interest, fees or any other amount payable hereunderhereunder (any such non-excluded Tax, a "NON-EXCLUDED TAX"); (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender; or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable Lending Office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining its Loans hereunder or Commitments or agreeing to issue, issuing or maintaining any Letter of Credit or agreeing to purchase, purchasing or maintaining any participation therein or to reduce any amount received or receivable by such Lender (or its applicable Lending Office) with respect thereto; then, in any such case, Borrower Company shall pay to such Lender, promptly after receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its reasonable discretion shall determine) as may be necessary to compensate such Lender for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver to Borrower Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this subsection 2.7A, which statement shall be conclusive and binding upon all parties hereto absent clearly demonstrable error.