Common use of Increased Costs and Reduced Return Clause in Contracts

Increased Costs and Reduced Return. (a) If any Lender or the Agent shall have determined that the adoption or implementation of, or any change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in, the interpretation or administration thereof by, any court, central bank or other administrative or Governmental Authority, or compliance by any Lender or the Agent or any Person controlling any such Lender or the Agent with any directive of, or guideline from, any central bank or other Governmental Authority or the introduction of, or change in, any accounting principles applicable to any Lender or the Agent or any Person controlling any such Lender or the Agent (in each case, whether or not having the force of law), shall (i) subject any Lender or the Agent, or any Person controlling any such Lender or the Agent to any tax, duty or other charge with respect to this Agreement or any Loan made by such Lender or the Agent, or change the basis of taxation of payments to any Lender or the Agent or any Person controlling any such Lender or the Agent of any amounts payable hereunder (except for taxes on the overall net income of any Lender or the Agent or any Person controlling any such Lender or the Agent), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, or against assets of or held by, or deposits with or for the account of, or credit extended by, any Lender or the Agent or any Person controlling any such Lender or the Agent or (iii) impose on any Lender or the Agent or any Person controlling any such Lender or the Agent or any other condition regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to any Lender or the Agent of making any Loan, or agreeing to make any Loan, or to reduce any amount received or receivable by any Lender or the Agent hereunder, then, within ten (10) days after demand and receipt of a detailed calculation and statement of cause by the Agent, on behalf of the affected Lenders, the Borrower shall pay to the Agent, for the benefit of the affected Lenders, such additional amounts as will compensate such Lenders for such increased costs or reductions in amount.

Increased Costs and Reduced Return. (a) If any Lender or the Administrative Agent shall have determined that the adoption or implementation of, or any change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in, the interpretation or administration thereof by, any court, central bank or other administrative or Governmental Authority, or compliance by any Lender or the Administrative Agent or any Person controlling any such Lender or the Administrative Agent with any directive of, or guideline from, any central bank or other Governmental Authority or the introduction of, or change in, any accounting principles applicable to any Lender or the Agent or any Person controlling any such Lender or the Agent (in each case, whether or not having the force of law), in each of the foregoing instances, after the date hereof, shall (i) subject any Lender or the Administrative Agent or any Person controlling any such Lender or the Administrative Agent to any tax (except for general franchise taxes and taxes on the overall net income of any Lender or the Administrative Agent or any Person controlling any such Lender or the Administrative Agent by the jurisdiction in which such Lender or the Administrative Agent, or any Person controlling any such Lender is organized, has its principal place of business, or the Agent to any taxlending office), duty or other charge with respect to this Agreement or any Loan made by such Lender or the Administrative Agent, or change the basis of taxation of payments to any Lender or the Administrative Agent or any Person controlling any such Lender or the Administrative Agent of any amounts payable hereunder (except for general franchise taxes and taxes on the overall net income of any Lender or the Administrative Agent or any Person controlling any such Lender or the Administrative Agent by the jurisdiction in which such Lender or the Administrative Agent, or any Person controlling any such Lender is organized, has its principal place of business, or any lending office), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, or against assets of or held by, or deposits with or for the account of, or credit extended by, any Lender or the Administrative Agent or any Person controlling any such Lender or the Administrative Agent or (iii) impose on any Lender or the Administrative Agent or any Person controlling any such Lender or the Administrative Agent or any other condition regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to any Lender or the Administrative Agent of making any Loan, or agreeing to make any Loan, or to reduce any amount received or receivable by any Lender or the Administrative Agent hereunder, then, upon demand by any such Lender or the Administrative Agent, the Borrowers shall pay within ten (10) days Business Days after demand and receipt of a detailed calculation and statement of cause by demand, to such Lender or the Agent, on behalf of the affected Lenders, the Borrower shall pay to the Agent, for the benefit of the affected Lenders, Administrative Agent such additional amounts as will compensate such Lenders Lender or the Administrative Agent for such increased costs or reductions in amount, but without duplication of Taxes and Other Taxes governed by Section 2.09 hereof.

Increased Costs and Reduced Return. (a) If any Lender or the any Agent shall have determined that that, after the Effective Date, the adoption or implementation of, or any change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in, the interpretation or administration thereof by, any court, central bank or other administrative or Governmental Authority, or compliance by any Lender or the any Agent or any Person controlling any such Lender or the any such Agent with any directive of, or guideline from, any central bank or other Governmental Authority or the introduction of, or change in, any accounting principles applicable to any Lender or the any Agent or any Person controlling any such Lender or the any such Agent (in each case, whether or not having the force of law) (each, a "Change in Law"), shall (i) subject any such Lender or the such Agent, or any Person controlling any such Lender or the such Agent to any tax, duty or other charge with respect to this Agreement or any LIBOR Rate Loan made by such Lender or the such Agent, or change the basis of taxation of payments to any such Lender or the such Agent or any Person controlling any such Lender or the such Agent of any amounts payable hereunder in respect of LIBOR Rate Loans (except for taxes on the overall net income of any such Lender or the such Agent or any Person controlling any such Lender or the such Agent), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement (other than the Reserve Percentage) against any Loan, LIBOR Rate Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, any such Lender or the such Agent or any Person controlling any such Lender or the such Agent or (iii) impose on any such Lender or the such Agent or any Person controlling any such Lender or the such Agent or any other condition regarding this Agreement or any LIBOR Rate Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to any such Lender or the such Agent of making any LIBOR Rate Loan, or agreeing to make any Loan, or to reduce any amount received or receivable by any such Lender or the such Agent hereunderhereunder in respect of LIBOR Rate Loans, then, within ten (10) 15 days after of written demand and receipt of a detailed calculation and statement of cause by the such Lender or such Agent, on behalf of the affected Lenders, the Borrower shall pay to the Agent, for the benefit of the affected Lenders, such Lender or such Agent such additional amounts as will compensate such Lenders Lender or such Agent for such increased costs or reductions in amount.

Increased Costs and Reduced Return. (a) If any Lender or the any Agent shall have determined that the adoption or implementation of, or any change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in, the interpretation or administration thereof by, any court, central bank or other administrative or Governmental Authority, or compliance by any Lender or the any Agent or any Person controlling any such Agent or any such Lender or the Agent with any directive of, or guideline from, any central bank or other Governmental Authority or the introduction of, or change in, any accounting principles applicable to any Lender or the any Agent or any Person controlling any such Agent or any such Lender or the Agent (in each case, whether or not having the force of law) (each a “Change in Law”), shall (i) subject such Agent or any Lender or the AgentLender, or any Person controlling such Agent or any such Lender or the Agent to any tax, duty or other charge with respect to this Agreement or any Loan made by such Lender Agent or the Agentany Lender, or change the basis of taxation of payments to such Agent or any Lender or the Agent or any Person controlling such Agent or any such Lender or the Agent of any amounts payable hereunder (except for taxes on the overall net income of such Agent or any Lender or the Agent or any Person controlling such Agent or any such Lender or the AgentLender), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, such Agent or any Lender or the Agent or any Person controlling any such Agent or such Lender or the Agent or (iii) impose on any such Agent or such Lender or the Agent or any Person controlling any such Lender or the Agent or any Lender any other condition regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to any Lender such Agent or the Agent Lender of making any Loan, Loan or agreeing to make any Loan, Loan or to reduce any amount received or receivable by such Agent or any Lender or the Agent hereunder, then, within ten (10) days after upon demand and receipt of a detailed calculation and statement of cause by such Agent or the Agent, on behalf of the affected LendersLender, the Borrower shall pay to the Agent, for the benefit of the affected Lenders, such Agent or such Lender such additional amounts as will compensate such Lenders Agent or such Lender for such increased costs or reductions in amount.

Increased Costs and Reduced Return. (a) If any Lender or the any Agent shall have determined that the adoption or implementation of, or any change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in, the interpretation or administration thereof by, any court, central bank or other administrative or Governmental Authority, or compliance by any Lender or the any Agent or any Person controlling any such Agent or any such Lender or the Agent with any directive of, or guideline from, any central bank or other Governmental Authority or the introduction of, or change in, any accounting principles applicable to any Lender or the any Agent or any Person controlling any such Agent or any such Lender or the Agent (in each case, whether or not having the force of law) (each a “Change in Law”), shall (i) subject any Lender such Agent or the Agentsuch Lender, or any Person controlling any such Agent or such Lender or the Agent to any tax, duty or other charge with respect to this Agreement or any Loan made by such Lender Agent or the Agentsuch Lender, or change the basis of taxation of payments to any such Agent or such Lender or the Agent or any Person controlling any such Agent or such Lender or the Agent of any amounts payable hereunder (except for taxes on the overall net income of any such Agent or such Lender or the Agent or any Person controlling any such Lender Agent or the Agentsuch Lender), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, any such Agent or such Lender or the Agent or any Person controlling any such Agent or such Lender or the Agent or (iii) impose on any such Agent or such Lender or the Agent or any Person controlling any such Agent or such Lender or the Agent or any other condition regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to any such Agent or such Lender or the Agent of making any Loan, Loan or agreeing to make any Loan, Loan or to reduce any amount received or receivable by any such Agent or such Lender or the Agent hereunder, then, within ten (10) days after upon demand and receipt of a detailed calculation and statement of cause by the Agent, on behalf of the affected Lenderssuch Agent or such Lender, the Borrower shall pay to the Agent, for the benefit of the affected Lenders, such Agent or such Lender such additional amounts as will compensate such Lenders Agent or such Lender for such increased costs or reductions in amount.

Increased Costs and Reduced Return. (a) If any Lender or the any Agent shall have determined that the adoption or implementation of, or any change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in, the interpretation or administration thereof by, any court, central bank or other administrative or Governmental Authority, or compliance by any Lender or the any Agent or any Person controlling any such Lender or the any such Agent with any directive of, or guideline from, any central bank or other Governmental Authority or the introduction of, or change in, any accounting principles applicable to any Lender or the any Agent or any Person controlling any such Lender or the such Agent (in each case, whether or not having the force of law), shall (i) subject any Lender or the any Agent, or any Person controlling any such Lender or the such Agent to any tax, duty or other charge with respect to this Agreement or any Loan made by such Lender or the such Agent, or change the basis of taxation of payments to any Lender or the any Agent or any Person controlling any such Lender or the any such Agent of any amounts payable hereunder (except for taxes on the overall net income of any Lender or the any Agent or any Person controlling any such Lender or the such Agent), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, any Lender or the any Agent or any Person controlling any such Lender or the such Agent or (iii) impose on any Lender or the any Agent or any Person controlling any such Lender or the such Agent or any other condition regarding this Agreement or any Loanthe Loans, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to any Lender or the any Agent of making any Loanthe Loans, or agreeing to make any Loan, or to reduce any amount received or receivable by any Lender or the any Agent hereunder, then, within ten (10) days after upon demand and receipt of a detailed calculation and statement of cause by the any such Lender or such Agent, on behalf of the affected Lenders, the Borrower shall pay to the Agent, for the benefit of the affected Lenders, such Lender or such Agent such additional amounts as will compensate such Lenders Lender or such Agent for such increased costs or reductions in amount.

Increased Costs and Reduced Return. (a) If any Lender or the Agent shall have determined that the adoption or implementation of, or any change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in, the interpretation or administration thereof by, any court, central bank or other administrative or Governmental Authority, or compliance by any Lender or the Agent or any Person controlling any such Lender or the Agent with any directive of, or guideline from, any central bank or other Governmental Authority or the introduction of, or change in, any accounting principles applicable to any Lender or the Agent or any Person controlling any such Lender or the Agent (in each case, whether or not having the force of law), shall (i) subject any Lender or the Agent, Agent or any Person controlling any such Lender or the Agent to any tax, duty or other charge with respect to this Agreement or any the Term Loan made by such Lender or the Agent, or change the basis of taxation of payments to any Lender or the Agent or any Person controlling any such Lender or the Agent of any amounts payable hereunder (except for taxes on the overall net income of any Lender or the Agent or any Person controlling any such Lender or the Agent), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, the Term Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, any Lender or the Agent or any Person controlling any such Lender or the Agent or (iii) impose on any Lender or the Agent or any Person controlling any such Lender or the Agent or any other condition regarding this Agreement or any the Term Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to any Lender or the Agent of making any Loan, or agreeing to make any maintaining the Term Loan, or to reduce any amount received or receivable by any Lender or the Agent hereunder, then, within ten (10) days after upon demand and receipt of a detailed calculation and statement of cause by any such Lender or the Agent, on behalf of the affected Lenders, the Borrower shall pay to such Lender or the Agent, for the benefit of the affected Lenders, Agent such additional amounts as will compensate such Lenders Lender or the Agent for such increased costs or reductions in amount.

Increased Costs and Reduced Return. (a) If any Lender or the Agent shall have determined that the adoption or implementation of, or any change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in, the interpretation or administration thereof by, any court, central bank or other administrative or Governmental Authority, or compliance by any Lender or the Agent or any Person controlling any such Lender or the Agent with any directive of, or guideline from, any central bank or other Governmental Authority or the introduction of, or change in, any accounting principles applicable to any Lender or the Agent or any Person controlling any such Lender or the Agent (in each case, whether or not having the force of law), shall (i) subject any Lender or the Agent, or any Person controlling any such Lender or the Agent to any tax, duty or other charge with respect to this Agreement or any Loan made by such Lender or the Agent, or change the basis of taxation of payments to any Lender or the Agent or any Person controlling any such Lender or the Agent of any amounts payable hereunder (except for taxes on the overall net income of any Lender or the Agent or any Person controlling any such Lender or the Agent), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, any Lender or the Agent or any Person controlling any such Lender or the Agent or (iii) impose on any Lender or the Agent or any Person controlling any such Lender or the Agent or any other condition regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to any Lender or the Agent of making any Loan, or agreeing to make any Loan, or to reduce any amount received or receivable by any Lender or the Agent hereunder, then, within ten (10) days after upon demand and receipt of a detailed calculation and statement of cause by any such Lender or the Agent, on behalf of the affected Lenders, the Borrower Borrowers shall pay to such Lender or the Agent, for the benefit of the affected Lenders, Agent such additional amounts as will compensate such Lenders Lender or the Agent for such increased costs or reductions in amount.

Increased Costs and Reduced Return. (a) If any Lender or the Administrative Agent shall have determined that the adoption or implementation of, or any change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in, the interpretation or administration thereof by, any court, central bank or other administrative or Governmental Authority, or compliance by any Lender or the Administrative Agent or any Person controlling any such Lender or the Administrative Agent with any directive of, or guideline from, any central bank or other Governmental Authority or the introduction of, or change in, any accounting principles applicable to any Lender or the Administrative Agent or any Person controlling any such Lender or the Administrative Agent (in each case, whether or not having the force of law) (each, a “Change in Law”), shall (i) subject any Lender or the AgentLender, Administrative Agent or any Person controlling any such Lender or the Administrative Agent to any tax, duty or other charge with respect to this Agreement or any Loan the Loans made by such Lender or the Agent, Administrative Agent or change the basis of taxation of payments to any Lender or the Lender, Administrative Agent or any Person controlling any such Lender or the Administrative Agent of any amounts payable hereunder (except for taxes on the overall net income of any Lender or the Lender, Administrative Agent or any Person controlling any such Lender or the Administrative Agent), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loanthe Loans, or against assets of or held by, or deposits with or for the account of, or credit extended by, any Lender or the Lender, Administrative Agent or any Person controlling any such Lender or the Administrative Agent or (iii) impose on any Lender or the Lender, Administrative Agent or any Person controlling any such Lender or the Administrative Agent or any other condition regarding this Agreement or any Loanthe Loans, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to any Lender or the Administrative Agent of making any Loanthe Loans, or agreeing to make any Loan, the Loans or to reduce any amount received or receivable by any Lender or the Administrative Agent hereunder, then, within ten (10) days after upon demand and receipt of a detailed calculation and statement of cause by the any such Lender or Administrative Agent, on behalf of the affected Lenders, the Borrower shall pay to the Agent, for the benefit of the affected Lenders, such Lender or Administrative Agent such additional amounts as will compensate such Lenders Lender or Administrative Agent for such increased costs or reductions in amount.

Increased Costs and Reduced Return. (a) If any Lender or the Agent shall have determined that the adoption or implementation of, or any change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in, the interpretation or administration thereof by, any court, central bank or other administrative or Governmental Authority, or compliance by any Lender or the Agent or any Person controlling any such Lender or the Agent with any directive of, or guideline from, any central bank or other Governmental Authority or the introduction of, or change in, any accounting principles applicable to any Lender or the Agent or any Person controlling any such Lender or the Agent (in each case, whether or not having the force of law), shall (i) subject any Lender or the Agent, or any Person controlling any such Lender or the Agent to any tax, duty or other charge with respect to this Agreement or any Loan made by such Lender or the Agent, or change the basis of taxation of payments to any Lender or the Agent or any Person controlling any such Lender or the Agent of any amounts payable hereunder (except for taxes on the overall net income of any Lender or the Agent or any Person controlling any such Lender or the Agent), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, any Lender or the Agent or any Person controlling any such Lender or the Agent or (iii) impose on any Lender or the Agent or any Person controlling any such Lender or the Agent or any other condition regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to any Lender or the Agent of making any Loan, or agreeing to make any Loan, Loan or to reduce any amount received or receivable by any Lender or the Agent hereunder, then, within ten (10) days after upon demand and receipt of a detailed calculation and statement of cause by any such Lender or the Agent, on behalf of the affected Lenders, the Borrower Borrowers shall pay to such Lender or the Agent, for the benefit of the affected Lenders, Agent such additional amounts as will compensate such Lenders Lender or the Agent for such increased costs or reductions in amount.

Increased Costs and Reduced Return. (a) If any Lender or the any Agent shall have determined that the adoption or implementation of, or any change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in, the interpretation or administration thereof by, any court, central bank or other administrative or Governmental Authority, or compliance by any Lender or the any Agent or any Person controlling any such Lender or the any such Agent with any directive of, or guideline from, any central bank or other Governmental Authority or the introduction of, or change in, any accounting principles applicable to any Lender or the any Agent or any Person controlling any such Lender or the any such Agent (in each case, occurring after the Effective Date and irrespective of whether or not having the force of law), shall (i) subject any Lender or the any Agent, or any Person controlling any such Lender or the any such Agent to any tax, duty or other charge with respect to this Agreement or any Loan made by such Lender or the such Agent, or change the basis of taxation of payments to any Lender or the any Agent or any Person controlling any such Lender or the any such Agent of any amounts payable hereunder (except for taxes on the overall net income of any Lender or the any Agent or any Person controlling any such Lender or the any such Agent), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, any Lender or the any Agent or any Person controlling any such Lender or the any such Agent or (iii) impose on any Lender or the any Agent or any Person controlling any such Lender or the any such Agent or any other condition regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to any Lender or the any Agent of making any Loan, or agreeing to make any Loan, or to reduce any amount received or receivable by any Lender or the any Agent hereunder, then, within ten (10) days after upon demand and receipt of a detailed calculation and statement of cause by the any such Lender or any such Agent, on behalf of the affected Lenders, the Borrower shall pay to the Agent, for the benefit of the affected Lenders, such Lender or such Agent such additional amounts as will compensate such Lenders Lender or such Agent for such increased costs or reductions in amount.

Increased Costs and Reduced Return. (a) If any Lender or the any Agent shall have determined that the adoption or implementation of, or any change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in, the interpretation or administration thereof by, any court, central bank or other administrative or Governmental Authority, or compliance by any Lender or the any Agent or any Person controlling any such Lender or the any such Agent with any directive of, or guideline from, any central bank or other Governmental Authority or the introduction of, or change in, any accounting principles applicable to any Lender or the any Agent or any Person controlling any such Lender or the any such Agent (in each case, whether or not having the force of law) (each a “Change in Law”), shall (i) subject any such Lender or the Agent, such Agent or any Person controlling any such Lender or the such Agent to any tax, duty or other charge with respect to this Agreement or any Loan made by such Lender or the such Agent, or change the basis of taxation of payments to any such Lender or the such Agent or any Person controlling any such Lender or the such Agent of any amounts payable hereunder (except for taxes on the overall net income of any such Lender or the such Agent or any Person controlling any such Lender or the such Agent), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, any such Lender or the such Agent or any Person controlling any such Lender or the such Agent or (iii) impose on any such Lender or the such Agent or any Person controlling any such Lender or the such Agent or any other condition regarding this Agreement or any Loan, Loan and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to any such Lender or the such Agent of making any Loan, Loan or agreeing to make any Loan, or to reduce any amount received or receivable by any such Lender or the such Agent hereunder, then, within ten (10) days after upon demand and receipt of a detailed calculation and statement of cause by the such Lender or such Agent, on behalf of the affected Lenders, the Borrower Borrowers shall pay to the Agent, for the benefit of the affected Lenders, such Lender or such Agent such additional amounts as will compensate such Lenders Lender or such Agent for such increased costs or reductions in amount.

Increased Costs and Reduced Return. (a) If any Lender or the Agent shall have reasonably determined that the adoption or implementation of, or any change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in, the interpretation or administration thereof by, any court, central bank or other administrative or Governmental Authority, or compliance by any Lender or the Agent or any Person controlling any such Lender or the Agent with any directive of, or guideline from, any central bank or other Governmental Authority or the introduction of, or change in, any accounting principles applicable to any Lender or the Agent or any Person controlling any such Lender or the Agent (in each case, whether or not having the force of law), shall (i) subject any Lender or the Agent, or any Person controlling any such Lender or the Agent to any tax, duty or other charge with respect to this Agreement or any Loan made by such Lender or the Agent, or change the basis of taxation of payments to any Lender or the Agent or any Person controlling any such Lender or the Agent of any amounts payable hereunder (except for taxes on the overall net income of any Lender or the Agent or any Person controlling any such Lender or the Agent), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, any Lender or the Agent or any Person controlling any such Lender or the Agent or (iii) impose on any Lender or the Agent or any Person controlling any such Lender or the Agent or any other condition regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to any Lender or the Agent of making any Loan, or agreeing to make any Loan, or to reduce any amount received or receivable by any Lender or the Agent hereunder, then, within ten (10) days after upon demand and receipt of a detailed calculation and statement of cause by any such Lender or the Agent, on behalf of the affected Lenders, the Borrower Borrowers shall pay to such Lender or the Agent, for the benefit of the affected Lenders, Agent such additional amounts as will compensate such Lenders Lender or the Agent for such increased costs or reductions in amount.

Increased Costs and Reduced Return. (a) If any Lender or the Agent shall have determined that the adoption or implementation of, or any change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in, the interpretation or administration thereof by, any court, central bank or other administrative or Governmental Authority, or compliance by any Lender or the Agent or any Person controlling any such Lender or the Agent with any directive of, or guideline from, any central bank or other Governmental Authority or the introduction of, or change in, any accounting principles applicable to any Lender or the Agent or any Person controlling any such Lender or the Agent (in each case, whether or not having the force of law), shall (i) subject any Lender or the Agent, or any Person controlling any such Lender or the Agent to any tax, duty or other charge with respect to this Agreement or any Loan made by such Lender or the Agent, or change the basis of taxation of payments to any Lender or the Agent or any Person controlling any such Lender or the Agent of any amounts payable hereunder (except for taxes on the overall net income of any Lender or the Agent or any Person controlling any such Lender or the Agent), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, any Lender or the Agent or any Person controlling any such Lender or the Agent or (iii) impose on any Lender or the Agent or any Person controlling any such Lender or the Agent or any other condition regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to any Lender or the Agent of making any Loan, or agreeing to make any Loan, or to reduce any amount received or receivable by any Lender or the Agent hereunder, then, within ten (10) days after upon demand and receipt of a detailed calculation and statement of cause by any such Lender or the Agent, on behalf of the affected Lenders, the Borrower shall pay to such Lender or the Agent, for the benefit of the affected Lenders, Agent such additional amounts as will compensate such Lenders Lender or the Agent for such increased costs or reductions in amount.

Increased Costs and Reduced Return. (a) If any Lender Lender, any Agent or the Agent Issuing Bank shall have determined that the adoption or implementation of, or any change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in, the interpretation or administration thereof by, any court, central bank or other administrative or Governmental Authority, or compliance by any Lender Lender, any Agent or the Agent Issuing Bank or any Person controlling any such Lender Lender, such Agent or the Agent Issuing Bank with any directive of, or guideline from, any central bank or other Governmental Authority or the introduction of, or change in, any accounting principles applicable to any Lender Lender, such Agent or the Agent Issuing Bank or any Person controlling any such Lender Lender, such Agent or the Agent Issuing Bank (in each case, whether or not having the force of law) (each, a "Change in Law"), shall (i) subject any Lender such Lender, such Agent or the AgentIssuing Bank, or any Person controlling any such Lender Lender, such Agent or the Agent Issuing Bank to any tax, duty or other charge with respect to this Agreement or any Loan made by such Lender or such Agent or any Letter of Credit issued by the AgentIssuing Bank, or change the basis of taxation of payments to any Lender such Lender, such Agent or the Agent Issuing Bank or any Person controlling any such Lender Lender, such Agent or the Agent Issuing Bank of any amounts payable hereunder (except for taxes on the overall net income of any Lender such Lender, such Agent or the Agent Issuing Bank or any Person controlling any such Lender Lender, such Agent or the AgentIssuing Bank), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, any Letter of Credit or against assets of or held by, or deposits with or for the account of, or credit extended by, any Lender such Lender, such Agent or the Agent Issuing Bank or any Person controlling any such Lender Lender, such Agent or the Agent Issuing Bank or (iii) impose on any Lender such Lender, such Agent or the Agent Issuing Bank or any Person controlling any such Lender Lender, such Agent or the Agent or Issuing Bank any other condition regarding this Agreement or any LoanLoan or Letter of Credit, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to any Lender such Lender, such Agent or the Agent Issuing Bank of making or maintaining any Loan (or of maintaining its obligation to make any such Loan), issuing, guaranteeing, maintaining or participating in any Letter of Credit, or agreeing to make any LoanLoan or issue, guaranty, maintain or participate in any Letter of Credit, or to reduce any amount received or receivable by any Lender such Lender, such Agent or the Agent Issuing Bank hereunder, then, within ten (10) days after upon demand and receipt of a detailed calculation and statement of cause by such Lender, such Agent or the Agent, on behalf of the affected LendersIssuing Bank, the Borrower Borrowers shall pay to such Lender, such Agent or the Agent, for the benefit of the affected Lenders, Issuing Bank such additional amounts as will compensate such Lenders Lender, such Agent or the Issuing Bank for such increased costs or reductions in amount.

Increased Costs and Reduced Return. (a) If any Lender or the any Agent shall have determined that the adoption or implementation of, or any change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in, the interpretation or administration thereof by, any court, central bank or other administrative or Governmental Authority, or compliance by any Lender or the any Agent or any Person controlling any such Lender or the any such Agent with any directive of, or guideline from, any central bank or other Governmental Authority or the introduction of, or change in, any accounting principles applicable to any Lender or the Lender, any Agent or any Person controlling any such Lender or the Lender, any such Agent (in each case, whether or not having the force of law) (each, a “Change in Law”), shall (i) subject any Lender or the AgentLender, any Agent or any Person controlling any such Lender or the any such Agent to any tax, duty or other charge with respect to this Agreement or any Loan the Revolving Loans made by such Lender or the Agent, such Agent or change the basis of taxation of payments to any Lender or the Lender, any Agent or any Person controlling any such Lender or the any such Agent of any amounts payable hereunder (except for taxes on the overall net income of any Lender or the Lender, any Agent or any Person controlling any such Lender or the any such Agent), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loanthe Revolving Loans, or against assets of or held by, or deposits with or for the account of, or credit extended by, any Lender or the Lender, any Agent or any Person controlling any such Lender or the any such Agent or (iii) impose on any Lender or the Lender, any Agent or any Person controlling any such Lender or the any such Agent or any other condition regarding this Agreement or any Loanthe Revolving Loans, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to any Lender or the any Agent of making any Loanthe Revolving Loans, or agreeing to make any Loan, the Revolving Loans or to reduce any amount received or receivable by any Lender or the any Agent hereunder, then, within ten (10) days after upon demand and receipt of a detailed calculation and statement of cause by the any such Lender or any such Agent, on behalf of the affected Lenders, the Borrower shall pay to the Agent, for the benefit of the affected Lenders, such Lender or such Agent such additional amounts as will compensate such Lenders Lender, or such Agent for such increased costs or reductions in amount.

Increased Costs and Reduced Return. (a) If any Lender or the Agent shall have determined that the adoption or implementation of, or any change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in, the interpretation or administration thereof by, any court, central bank or other administrative or Governmental Authority, or compliance by any Lender or the any Agent or any Person controlling any such Lender or the any such Agent with any directive of, or guideline from, any central bank or other Governmental Authority or the introduction of, or change in, any accounting principles applicable to any Lender or the any Agent or any Person controlling any such Lender or the any such Agent (in each case, occurring after the Effective Date and irrespective of whether or not having the force of law), shall (i) subject any Lender or the any Agent, or any Person controlling any such Lender or the any such Agent to any tax, duty or other charge with respect to this Agreement or any Loan made by such Lender or the such Agent, or change the basis of taxation of payments to any Lender or the any Agent or any Person controlling any such Lender or the any such Agent of any amounts payable hereunder (except for taxes on the overall net income of any Lender or the any Agent or any Person controlling any such Lender or any such Agent and taxes governed by Section 2.08), provided, however, that no Lender or Agent shall be entitled to any amounts under this Section 4.05(a)(i) in respect of any Taxes to the Agentextent that such Lender or Agent fails to provide the Required Forms in accordance with Section 2.08(c)(i), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, any Lender or the any Agent or any Person controlling any such Lender or the any such Agent or (iii) impose on any Lender or the any Agent or any Person controlling any such Lender or the any such Agent or any other condition regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to any Lender or the any Agent of making any Loan, or agreeing to make any Loan, or to reduce any amount received or receivable by any Lender or the any Agent hereunder, then, within ten (10) 10 days after demand and receipt of a detailed calculation and statement of cause by the Agent, on behalf delivery of the affected Lenderscertificate referred to below in clause (c) of this Section 4.05 to the Borrower by such Lender or such Agent (a copy of which certificate shall be sent by such Lender or Agent to the Administrative Agent), the Borrower shall pay to the Agent, for the benefit of the affected Lenders, such Lender or such Agent such additional amounts as will compensate such Lenders Lender or such Agent for such increased costs or reductions in amount.

Increased Costs and Reduced Return. (a) If any Lender or the Agent shall have determined that the adoption or implementation of, or any change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in, the interpretation or administration thereof by, any court, central bank or other administrative or Governmental Authority, or compliance by any Lender or the Agent or any Person controlling any such Lender or the Agent with any directive of, or guideline from, any central bank or other Governmental Authority or the introduction of, or change in, any accounting principles applicable to any Lender or the Agent or any Person controlling any such Lender or the Agent (in each case, whether or not having the force of law), shall (i) subject any Lender or the Agent, or any Person controlling any such Lender or the Agent to any tax, duty or other charge with respect to this Agreement or any Loan made by such Lender or the Agent, or change the basis of taxation of payments to any Lender or the Agent or any Person controlling any such Lender or the Agent of any amounts payable hereunder (except for taxes on the overall net income of any Lender or the Agent or any Person controlling any such Lender or the Agent), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, or against assets of or held by, or deposits with or for the account of, or credit extended by, any Lender or the Agent or any Person controlling any such Lender or the Agent or (iii) impose on any Lender or the Agent or any Person controlling any such Lender or the Agent or any other condition regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to any Lender or the Agent of making any Loan, or agreeing to make any Loan, or to reduce any amount received or receivable by any Lender or the Agent hereunder, then, within ten (10) days after demand and receipt of a detailed calculation and statement of cause by the Agent, on behalf of the affected Lenders, the Borrower Borrowers shall pay to the Agent, for the benefit of the affected Lenders, such additional amounts as will compensate such Lenders for such increased costs or reductions in amount.

Increased Costs and Reduced Return. (aiii) If any Lender or the Agent shall have determined that the adoption or implementation of, or any change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in, the interpretation or administration thereof by, any court, central bank or other administrative or Governmental Authority, or compliance by any Lender or the Agent or any Person controlling any such Lender or the Agent with any directive of, or guideline from, any central bank or other Governmental Authority or the introduction of, or change in, any accounting principles applicable to any Lender or the Agent or any Person controlling any such Lender or the Agent (in each case, whether or not having the force of law) (each, a “Change in Law”), shall (i) subject any such Lender or the Agent, or any Person controlling any such Lender or the Agent to any tax, duty or other charge with respect to this Agreement or any the Loan made by such Lender or the Agent, or change the basis of taxation of payments to any such Lender or the Agent or any Person controlling any such Lender or the Agent of any amounts payable hereunder (except for taxes on the overall net income of any such Lender or the Agent or any Person controlling any such Lender or the Agent), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, the Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, any such Lender or the Agent or any Person controlling any such Lender or the Agent or (iii) impose on any such Lender or the Agent or any Person controlling any such Lender or the Agent or any other condition regarding this Agreement or any the Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to any such Lender or the Agent of making any Loan, or agreeing to make any the Loan, or to reduce any amount received or receivable by any such Lender or the Agent hereunder, then, within ten (10) 10 days after of demand and receipt of a detailed calculation and statement of cause by any such Lender or the Agent, on behalf of the affected Lenders, the Borrower shall pay to such Lender or the Agent, for the benefit of the affected Lenders, Agent such additional amounts as will compensate such Lenders Lender or the Agent for such increased costs or reductions in amount.

Increased Costs and Reduced Return. (a) If any Lender or the any Agent shall have determined that the adoption or implementation of, or any change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in, the interpretation or administration thereof by, any court, central bank or other administrative or Governmental Authority, or compliance by any Lender or the any Agent or any Person controlling any such Lender or the any such Agent with any directive of, or guideline from, any central bank or other Governmental Authority or the introduction of, or change in, any accounting principles applicable to any Lender or the any Agent or any Person controlling any such Lender or the any such Agent (in each case, whether or not having the force of law), shall (i) subject any Lender or the any Agent, or any Person controlling any such Lender or the any such Agent to any tax, duty or other charge with respect to this Agreement or any the Term Loan made by such Lender or the such Agent, or change the basis of taxation of payments to any Lender or the any Agent or any Person controlling any such Lender or the any such Agent of any amounts payable hereunder (except for taxes on the overall net income of any Lender or the any Agent or any Person controlling any such Lender or the any such Agent), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, the Term Loan or against assets of or held by, or deposits with or for the account of, or credit extended by, any Lender or the any Agent or any Person controlling any such Lender or the any such Agent or (iii) impose on any Lender or the any Agent or any Person controlling any such Lender or the any such Agent or any other condition regarding this Agreement or any the Term Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to any Lender or the any Agent of making any Loan, the Term Loan or agreeing to make any the Term Loan, or to reduce any amount received or receivable by any Lender or the any Agent hereunder, then, within ten (10) days after upon demand and receipt of a detailed calculation and statement of cause by the any such Lender or any such Agent, on behalf of the affected Lenders, the Borrower shall pay to the Agent, for the benefit of the affected Lenders, such Lender or such Agent such additional amounts as will compensate such Lenders Lender or such Agent for such increased costs or reductions in amount.

Increased Costs and Reduced Return. (a) If any Lender or the any Agent shall have determined that the adoption or implementation ofafter the Effective Date, or any change after the Effective Date in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change after the Effective Date in, the interpretation or administration thereof by, any court, central bank or other administrative or Governmental Authority, or compliance by any Lender or the any Agent or any Person controlling any such Lender or the any such Agent with any directive of, or guideline from, any central bank or other Governmental Authority or the introduction of, or change in, any accounting principles applicable to any Lender or the Lender, any Agent or any Person controlling any such Lender or the Lender, any such Agent (in each case, whether or not having the force of law) (each, a “Change in Law”), shall (i) subject any Lender or the AgentLender, any Agent or any Person controlling any such Lender or the any such Agent to any tax, duty or other charge with respect to this Agreement or any Loan made by such Lender or the Agent, such Agent or change the basis of taxation of payments to any Lender or the Lender, any Agent or any Person controlling any such Lender or the any such Agent of any amounts payable hereunder (except for taxes on the overall net income of any Lender or the Lender, any Agent or any Person controlling any such Lender or the any such Agent), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, or against assets of or held by, or deposits with or for the account of, or credit extended by, any Lender or the Lender, any Agent or any Person controlling any such Lender or the any such Agent or (iii) impose on any Lender or the Lender, any Agent or any Person controlling any such Lender or the any such Agent or any other condition regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to any Lender or the any Agent of making any Loan, or agreeing to make any Loan, Loan or to reduce any amount received or receivable by any Lender or the any Agent hereunder, then, within ten (10) days after upon demand and receipt of a detailed calculation and statement of cause by the any such Lender or any such Agent, on behalf of the affected Lenders, the Borrower shall pay to the Agent, for the benefit of the affected Lenders, such Lender or such Agent such additional amounts as will compensate such Lenders Lender, or such Agent for such increased costs or reductions in amount.