Common use of Increased Costs or Reduced Return Resulting From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc Clause in Contracts

Increased Costs or Reduced Return Resulting From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If any Law, guideline or interpretation or any change in any Law, guideline or interpretation or application thereof by any Official Body charged with the interpretation or administration thereof or compliance with any request or directive (whether or not having the force of Law) of any central bank or other Official Body: (i) subjects any Bank to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Loans or payments by the Borrower of principal, interest, Commitment Fees, or other amounts due from the Borrower hereunder or under the Notes (except for taxes on the overall net income of such Bank), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, any Bank, or (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or letters of credit, other credits or commitments to extend credit extended by, any Bank, or (B) otherwise applicable to the obligations of any Bank under this Agreement, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Bank with respect to this Agreement, the Notes or the making, maintenance or funding of any part of the Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on any Bank’s capital, taking into consideration such Bank’s customary policies with respect to capital adequacy) by an amount which such Bank in its sole discretion deems to be material, such Bank shall from time to time notify the Borrower and the Agent of the amount determined in good faith (using any averaging and attribution methods employed in good faith) by such Bank to be necessary to compensate such Bank for such increase in cost, reduction of income, additional expense or reduced rate of return. Such notice shall set forth in reasonable detail the basis for such determination. Such amount shall be due and payable by the Borrower to such Bank ten (10) Business Days after such notice is given.

Increased Costs or Reduced Return Resulting From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If any Law, guideline or interpretation or any change in any Law, guideline or interpretation or application thereof (a “Change in Law”) by any Official Body charged with the interpretation or administration thereof or compliance with any request or directive (whether or not having the force of Law) of any central bank or other Official Body: (i) subjects Agent or any Bank to any tax tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever or changes the basis of taxation with respect to this Agreement, the Notes, the Loans or payments by the any Borrower of principal, interest, Commitment Unused Line Fees, or other amounts due from the any Borrower hereunder or under the Notes (except for taxes on the overall net income of Agent or such Bank), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, any Bank, or (iii) imposes, modifies or deems applicable any capital adequacy adequacy, liquidity or similar requirement (A) against assets (funded or contingent) of, or letters of credit, other credits or commitments to extend credit extended by, any Bank, or (B) otherwise applicable to the obligations of any Bank under this Agreement, and the result of any of the foregoing is to increase the cost to, reduce the income income, principal or interest receivable by, or impose any expense (including loss of margin) upon Agent or any Bank with respect to this Agreement, the Notes or the making, maintenance or funding of any part of the Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on any Bank’s capital, taking into consideration such Bank’s customary policies with respect to capital adequacy) by an amount which such Bank in its sole discretion deems to be material, Agent or such Bank shall from time to time notify the Borrower Borrowers and the Agent of the amount determined in good faith (using any averaging and attribution methods employed in good faith) by Agent or such Bank to be necessary to compensate Agent or such Bank for such increase in cost, reduction of income, principal or interest, additional expense or reduced rate of return. Such notice shall set forth in reasonable detail the basis for such determination. Such amount shall be due and payable by the such Borrower to Agent or such Bank Bank, as the case may be, ten (10) Business Days after such notice is given. Notwithstanding anything in this Agreement to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

Increased Costs or Reduced Return Resulting From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If any Law, guideline or interpretation or any change in any Law, guideline or interpretation or application thereof by any Official Body charged with the interpretation or administration thereof or compliance with any request or directive (whether or not having the force of Law) of any central bank or other Official Body: (i) subjects any Bank to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Loans or payments by the any Borrower of principal, interest, Revolving Credit Commitment Fees, or other amounts due from the any Borrower hereunder or under the Notes (except for taxes on the overall net income of such Bank), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, any Bank, or (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or letters of credit, other credits or commitments to extend credit extended by, any Bank, or (B) otherwise applicable to the obligations of any Bank under this Agreement, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Bank with respect to this Agreement, the Notes or the making, maintenance or funding of any part of the Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on any Bank’s capital, taking into consideration such Bank’s customary policies with respect to capital adequacy) by an amount which such Bank in its sole discretion deems to be material, such Bank shall from time to time notify the Borrower Borrowers and the Agent of the amount determined in good faith (using any averaging and attribution methods employed in good faith) by such Bank to be necessary to compensate such Bank for such increase in cost, reduction of income, additional expense or reduced rate of return. Such notice shall set forth in reasonable detail the basis for such determination. Such amount shall be due and payable by the Borrower Borrowers to such Bank ten thirty (1030) Business Days after such notice is given.

Increased Costs or Reduced Return Resulting From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If any Law, guideline law or interpretation or any change in any Law, guideline or interpretation or application thereof by any Official Body Governmental Authority charged with the interpretation or administration thereof thereof, or any change therein, or compliance with any request or directive of any Governmental Authority (whether or not having the force of Lawlaw) of any central bank now existing or other Official Bodyhereafter adopted: (i) subjects any Bank the Administrative Agent or a Lender to any tax or changes the basis of taxation with respect to this Agreement, the Revolving Credit Notes, the Loans Revolving Credit Loans, any other extensions of credit under this Agreement or payments by the Borrower of principal, interest, Commitment Fees, commitment fee or other amounts due from the Borrower hereunder or under the Revolving Credit Notes (except for taxes on the overall net income of the Administrative Agent or a Lender imposed by the jurisdiction in which the Administrative Agent or such BankLender’s principal office is located), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions acquisition of funds by, the Administrative Agent or a Lender (or participations in any Bank, orof the foregoing) (other than requirements expressly included herein in the determination of the LIBOR Rate hereunder), (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or letters of credit, other credits or commitments to extend credit extended by, any Bank, the Administrative Agent or a Lender (or participations therein) or (B) otherwise applicable to the obligations of any Bank the Administrative Agent or a Lender under this Agreement, or (iv) imposes upon the Administrative Agent or a Lender any other condition or expense with respect to this Agreement, the Revolving Credit Notes or its making, maintenance or funding any part of the Revolving Credit Loans or any other extensions of credit under this Agreement (or participations therein), and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Bank the Administrative Agent or a Lender with respect to this Agreement, the Revolving Credit Notes or the making, maintenance or funding of any part of the Revolving Credit Loans or any other extensions of credit under this Agreement (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on any Bankthe Administrative Agent’s or a Lender’s capital, taking into consideration the Administrative Agent’s and such BankLender’s customary policies with respect to capital adequacy) by an amount which such Bank in its sole discretion the Administrative Agent or a Lender deems to be material, the Administrative Agent or such Bank Lender shall from time to time notify the Borrower and the Agent of the amount determined in good faith (using any averaging and attribution methods employed in good faithmethods) by the Administrative Agent or such Bank Lender (which determination shall be conclusive) to be necessary to compensate the Administrative Agent or such Bank Lender for such increase in costincrease, reduction of income, additional expense or reduced rate of return. Such notice shall set forth in reasonable detail the basis for such determinationimposition. Such amount shall be due and payable by the Borrower to such Bank the Administrative Agent or the applicable Lender ten (10) ten Business Days after such notice is given. A certificate by the Administrative Agent or a Lender as to the amount due and payable under this Section 2.10(a) from time to time and the method of calculating such amount shall be conclusive absent manifest error. All references to “Lender” shall be deemed to include any participant in such Lender’s Revolving Credit Commitment.

Increased Costs or Reduced Return Resulting From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If any Law, guideline or interpretation or any change in any Law, guideline or interpretation or application thereof by any Official Body charged with the interpretation or administration thereof or compliance with any request or directive (whether or not having the force of Law) of any central bank or other Official Body: (i) : subjects any Bank to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Loans or payments by the any Borrower of principal, interest, Revolving Credit Commitment Fees, or other amounts due from the any Borrower hereunder or under the Notes (except for taxes on the overall net income of such Bank), (ii) , imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, any Bank, or (iii) or imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or letters of credit, other credits or commitments to extend credit extended by, any Bank, or (B) otherwise applicable to the obligations of any Bank under this Agreement, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Bank with respect to this Agreement, the Notes or the making, maintenance or funding of any part of the Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on any Bank’s capital, taking into consideration such Bank’s customary policies with respect to capital adequacy) by an amount which such Bank in its sole discretion deems to be material, such Bank shall from time to time notify the Borrower Borrowers and the Agent of the amount determined in good faith (using any averaging and attribution methods employed in good faith) by such Bank to be necessary to compensate such Bank for such increase in cost, reduction of income, additional expense or reduced rate of return. Such notice shall set forth in reasonable detail the basis for such determination. Such amount shall be due and payable by the Borrower Borrowers to such Bank ten thirty (1030) Business Days after such notice is given. In addition to the compensation required by Section 4.6.1 [Increased Costs, Etc.], the Borrowers shall indemnify, jointly and severally, each Bank against all liabilities, losses or expenses (including loss of margin, any loss or expense incurred in liquidating or employing deposits from third parties and any loss or expense incurred in connection with funds acquired by a Bank to fund or maintain Loans subject to a Euro-Rate Option) which such Bank sustains or incurs as a consequence of any: payment, prepayment, conversion or renewal of any Loan to which a Euro-Rate Option applies on a day other than the last day of the corresponding Interest Period (whether or not such payment or prepayment is mandatory, voluntary or automatic and whether or not such payment or prepayment is then due), attempt by any Borrower to revoke (expressly, by later inconsistent notices or otherwise) in whole or part any Loan Requests under Section 2.4 [Revolving Credit Loan Requests] or Section 3.2 [Interest Periods] or notice relating to prepayments under Section 4.4 [Voluntary Prepayments] or notice relating to Commitment reductions under Section 4.5 [Reduction of Commitment], or default by any Borrower in the performance or observance of any covenant or condition contained in this Agreement or any other Loan Document, including any failure of any Borrower to pay when due (by acceleration or otherwise) any principal, interest, Revolving Credit Commitment Fee or any other amount due hereunder. If any Bank sustains or incurs any such loss or expense, it shall from time to time notify the applicable Borrowers of the amount determined in good faith by such Bank (which determination may include such assumptions, allocations of costs and expenses and averaging or attribution methods as such Bank shall deem reasonable) to be necessary to indemnify such Bank for such loss or expense. Such notice shall set forth in reasonable detail the basis for such determination. Such amount shall be due and payable, jointly and severally, by the Borrowers to such Bank thirty (30) Business Days after such notice is given.

Increased Costs or Reduced Return Resulting From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If any Law, guideline or interpretation or any change in any Law, guideline or interpretation or application thereof by any Official Body charged with the interpretation or administration thereof or compliance with any request or directive (whether or not having the force of Law) of any central bank or other Official Body: (i) : subjects any Bank to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Loans or payments by the any Borrower of principal, interest, Revolving Credit Commitment Fees, or other amounts due from the any Borrower hereunder or under the Notes (except for taxes on the overall net income of such Bank), (ii) , imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, any Bank, or (iii) or imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or letters of credit, other credits or commitments to extend credit extended by, any Bank, or (B) otherwise applicable to the obligations of any Bank under this Agreement, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Bank with respect to this Agreement, the Notes or the making, maintenance or funding of any part of the Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on any Bank’s capital, taking into consideration such Bank’s customary policies with respect to capital adequacy) by an amount which such Bank in its sole discretion deems to be material, such Bank shall from time to time notify the Borrower Borrowers and the Agent of the amount determined in good faith (using any averaging and attribution methods employed in good faith) by such Bank to be necessary to compensate such Bank for such increase in cost, reduction of income, additional expense or reduced rate of return. Such notice shall set forth in reasonable detail the basis for such determination. Such amount shall be due and payable by the Borrower Borrowers to such Bank ten thirty (1030) Business Days after such notice is given.

Increased Costs or Reduced Return Resulting From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If any Law, guideline or interpretation or any change in any Law, guideline or interpretation or application thereof by any Official Body charged with the interpretation or administration thereof or compliance with any request or directive (whether or not having the force of Law) of any central bank or other Official Body: (i) subjects any Bank to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Loans or payments by the Borrower Borrowers of principal, interest, Commitment Fees, or other amounts due from the Borrower Borrowers hereunder or under the Notes (except for taxes on the overall net income of such Bank), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, any Bank or any Lending Office of any Bank, or (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or letters of credit, other credits or commitments to extend credit extended by, any Bank, or (B) otherwise applicable to the obligations of any Bank or any Lending Office of any Bank under this Agreement, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Bank or its Lending Office with respect to this Agreement, the Notes or the making, maintenance or funding of any part of the Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on any Bank’s capital, taking into consideration such Bank’s customary policies with respect to capital adequacy) by an amount which such Bank in its sole discretion deems to be material, such Bank shall from time to time notify TGI, as agent for the Borrower Borrowers, and the Administrative Agent of the amount determined in good good-faith (using any averaging and attribution methods employed in good good-faith) by such Bank to be necessary to compensate such Bank for such increase in cost, reduction of income, income or additional expense or reduced rate (to the extent not reflected in the determination of returnBase Rate). Such notice shall set forth in reasonable detail the basis for such determination. Such amount shall be due and payable by the Borrower Borrowers to such Bank ten (10) Business Days after such notice is given.

Increased Costs or Reduced Return Resulting From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If any Law, guideline or interpretation or any change in any Law, guideline or interpretation or application thereof by any Official Body charged with the interpretation or administration thereof or compliance with any request or directive (whether or not having the force of Law) of any central bank or other Official Body: (i) subjects any Bank to any tax or changes the basis of taxation with respect to this Agreement, the Notes, Committed Loans or the Bid Loans or payments by the any Borrower of principal, interest, Commitment Facility Fees, Term Loan Fees or other amounts due from the Borrower Borrowers hereunder or under the Notes (except for taxes on the overall net income of such Bank), (ii) imposes, modifies or deems applicable any reservereserve (including the Eurodollar Reserve Percentage), special deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, any Bank, or (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or letters of credit, other credits or commitments to extend credit extended by, any Bank, or (B) otherwise applicable to the obligations of any Bank under this Agreement, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Bank with respect to this Agreement, the Notes or the making, maintenance or funding of any part of the Committed Loans or the Bid Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on any Bank’s 's capital, taking into consideration such Bank’s 's customary policies with respect to capital adequacy) by an amount which such Bank in its sole discretion deems to be material, such Bank shall from time to time notify the Borrower Borrowers and the Agent of the amount determined in good faith (using any averaging and attribution methods employed in good faith) by such Bank to be necessary to compensate such Bank for such increase in cost, reduction of income, additional expense or reduced rate of return. Such notice shall set forth in reasonable detail the basis for such determination. Such amount shall be due and payable by the applicable Borrower to such Bank ten (10) Business Days after such notice is given.

Increased Costs or Reduced Return Resulting From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If after the Closing Date any Law, guideline or interpretation or any change in any Law, guideline or interpretation or application thereof by any Official Body charged with the interpretation or administration thereof or compliance with any request or directive (whether or not having the force of Law) of any central bank or other Official Body: (i) subjects any Bank Lender to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Loans or payments by the Borrower of principal, interest, Revolving Credit Commitment Fees, or other amounts due from the Borrower hereunder or under the Notes (except for taxes on the overall net income of such BankLender), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, any BankLender, or (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or letters of credit, other credits or commitments to extend credit extended by, any BankLender, or (B) otherwise applicable to the obligations of any Bank Lender under this Agreement, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Bank Lender with respect to this Agreement, the Notes or the making, maintenance or funding of any part of the Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on any BankLender’s capital, taking into consideration such BankLender’s customary policies with respect to capital adequacy) by an amount which such Bank Lender in its sole discretion deems to be material, such Bank Lender shall from time to time notify the Borrower and the Agent of the amount determined in good faith (using any averaging and attribution methods employed in good faith) by such Bank Lender to be necessary to compensate such Bank Lender for such increase in cost, reduction of income, additional expense or reduced rate of return. Such notice shall set forth in reasonable detail the basis for such determination. Such amount shall be due and payable by the Borrower to such Bank Lender ten (10) Business Days after such notice is given.

Increased Costs or Reduced Return Resulting From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If any Law, guideline or interpretation or any change in any Law, guideline or interpretation or application thereof by any Official Body charged with the interpretation or administration thereof or compliance with any request or directive (whether or not having the force of Law) of any central bank or other Official Body: (ia) subjects any Bank Person to any tax taxes, levies, imposts, deductions, charges, assessments, fees, duties or changes the basis of taxation withholdings, and any and all liabilities with respect to this Agreementthereto, the Noteson its loans, the Loans or payments by the Borrower of loan principal, interestletters of credit, Commitment Feescommitments, or other amounts due from the Borrower hereunder obligations, or under the Notes its deposits, reserves, other liabilities or capital attributable thereto (except for Taxes, Other Taxes and taxes on the overall net income of such BankPerson),. (iib) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, any BankLender or any lending office of any Lender, or (iiic) imposes, modifies or deems applicable any capital adequacy or similar requirement (Ai) against assets (funded or contingent) of, or letters of credit, other credits or commitments to extend credit extended by, any BankLender (or its holding company), or (Bii) otherwise applicable to the obligations of any Bank Lender or any lending office of any Lender (or its holding company) under this Agreement, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Bank Person (or its holding company) or its lending office with respect to this Agreement, the Notes Agreement or the making, maintenance or funding of any part of the Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on any BankLender’s capital, taking into consideration such BankLender’s (or its holding company’s) customary policies with respect to capital adequacy) by an amount which such Bank Person in its sole reasonable discretion deems to be material, such Bank Person shall from time to time notify the Borrower and the Agent of the amount determined in good faith (using any averaging and attribution methods employed in good faith) by such Bank Person to be necessary to compensate such Bank Lender for such increase in cost, reduction of income, additional expense or reduced rate of return. Such notice shall set forth in reasonable detail the basis for such determination. Such amount shall be due and payable by the Borrower to such Bank ten Person thirty (1030) Business Days days after such notice is given. (d) For the purposes of this Section 5.6.1, and notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, requirements, guidelines and directives thereunder or issued in connection therewith or in implementation thereof and (ii) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case shall be deemed to have been enacted, adopted and issued after the date hereof, regardless of the date enacted, adopted, issued or implemented.

Increased Costs or Reduced Return Resulting From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If any Law, guideline or interpretation or any change in any Law, guideline or interpretation or application thereof by any Official Body charged with the interpretation or administration thereof or compliance with any request or directive (whether or not having the force of Law) of any central bank or other Official Body: (i) subjects any Bank to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Loans or payments by the Borrower of principal, interest, Commitment Feesfees, or other amounts due from the Borrower hereunder or under the Notes (except for taxes on the overall net income of such Bank), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, any Bank or any lending office of any Bank, or (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or letters of credit, other credits or commitments to extend credit extended by, any Bank, or (B) otherwise applicable to the obligations of any Bank or any lending office of any Bank under this Agreement, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Bank or its lending office with respect to this Agreement, the Notes or the making, maintenance maintenance, or funding of any part of the Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on any Bank’s 's or its holding company's capital, taking into consideration such Bank’s 's or holding company's customary policies with respect to capital adequacy) by an amount which such Bank in its sole discretion deems to be material, such Bank shall from time to time notify the Borrower and the Agent of the amount determined in good faith (using any averaging and attribution methods employed in good faith) by such Bank to be necessary to compensate such Bank for such increase in cost, reduction of income, additional expense expense, or reduced rate of return. Such notice shall set forth in reasonable detail the basis for such determination. Such amount shall be due and payable by the Borrower to such Bank ten (10) Business Days after such notice is given.. The Banks shall determine the applicability of, and the amount due under, this Section Sections 4.6.1 in a manner that is consistent with the manner in which the Banks apply similar provisions and calculate similar amounts payable to the Banks by other borrowers having provisions in their loan agreements with the Banks that are comparable to this Section 4.6.1

Increased Costs or Reduced Return Resulting From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If any Law, guideline or interpretation or any change in any Law, Law or guideline or in any interpretation or application thereof by any Official Body charged with the interpretation or administration thereof or compliance with any request or directive (whether or not having the force of Law) of any central bank or other Official Body: (i) subjects any Bank to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Loans or payments by the Borrower of principal, interest, Commitment Fees, or other amounts due from the Borrower hereunder or under the Notes (except for taxes on the overall net income of such Bank), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, any BankLender or any Lending Office of any Lender, or (iiiii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or letters of credit, other credits or commitments to extend credit extended by, any BankLender, or (B) otherwise applicable to the obligations of any Bank Lender or any Lending Office of any Lender under this Agreement, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Bank Lender or its Lending Office with respect to this Agreement, the Notes or the making, maintenance or funding of any part of the Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on any BankLender’s capital, taking into consideration such BankLender’s customary policies with respect to capital adequacy) by an amount which such Bank Lender in its sole discretion deems to be material, such Bank Lender shall from time to time notify the Borrower Borrowers and the Administrative Agent of the amount determined in good faith (using any averaging and attribution methods employed in good faith) by such Bank Lender to be necessary to compensate such Bank Lender for such increase in cost, reduction of income, additional expense or reduced rate of return. Such notice shall set forth in reasonable detail the basis for such determination. Such amount shall be due and payable by the Borrower Borrowers to such Bank Lender ten (10) Business Days after such notice is given.

Increased Costs or Reduced Return Resulting From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If any Law, guideline law or interpretation or any change in any Law, guideline or interpretation or application thereof by any Official Body Governmental Authority charged with the interpretation or administration thereof thereof, or any change therein, or compliance with any request or directive of any Governmental Authority (whether or not having the force of Lawlaw) of any central bank now existing or other Official Bodyhereafter adopted: (i) subjects any Bank the Administrative Agent or a Lender to any tax or changes the basis of taxation with respect to this Agreement, the Revolving Credit Notes, the Loans Revolving Credit Loans, any other extensions of credit under this Agreement or payments by the Borrower of principal, interest, Commitment Fees, commitment fee or other amounts due from the Borrower hereunder or under the Revolving Credit Notes (except for taxes on the overall net income of the Administrative Agent or a Lender imposed by the jurisdiction in which the Administrative Agent or such BankLender’s principal office is located), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions acquisition of funds by, the Administrative Agent or a Lender (or participations in any Bank, orof the foregoing) (other than requirements expressly included herein in the determination of the Reserve Adjusted LIBOR hereunder), (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or letters of credit, other credits or commitments to extend credit extended by, any Bank, the Administrative Agent or a Lender (or participations therein) or (B) otherwise applicable to the obligations of any Bank the Administrative Agent or a Lender under this Agreement, or (iv) imposes upon the Administrative Agent or a Lender any other condition or expense with respect to this Agreement, the Revolving Credit Notes or its making, maintenance or funding any part of the Revolving Credit Loans or any other extensions of credit under this Agreement (or participations therein), and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Bank the Administrative Agent or a Lender with respect to this Agreement, the Revolving Credit Notes or the making, maintenance or funding of any part of the Revolving Credit Loans or any other extensions of credit under this Agreement (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on any Bankthe Administrative Agent’s or a Lender’s capital, taking into consideration the Administrative Agent’s and such BankLender’s customary policies with respect to capital adequacy) by an amount which such Bank in its sole discretion the Administrative Agent or a Lender deems to be material, the Administrative Agent or such Bank Lender shall from time to time notify the Borrower and the Agent of the amount determined in good faith (using any averaging and attribution methods employed in good faithmethods) by the Administrative Agent or such Bank Lender (which determination shall be conclusive) to be necessary to compensate the Administrative Agent or such Bank Lender for such increase in costincrease, reduction of income, additional expense or reduced rate of return. Such notice shall set forth in reasonable detail the basis for such determinationimposition. Such amount shall be due and payable by the Borrower to such Bank the Administrative Agent or the applicable Lender ten (10) Business Days after such notice is given. A certificate by the Administrative Agent or a Lender as to the amount due and payable under this Section 2.10(a) from time to time and the method of calculating such amount shall be conclusive absent manifest error. All references to “Lender” shall be deemed to include any participant in such Lender’s Revolving Credit Commitment.

Increased Costs or Reduced Return Resulting From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If any Law, guideline or interpretation or after the date hereof any change in any Law, Law or guideline or interpretation or application thereof by any Official Body Governmental Authority charged with the interpretation or administration thereof or compliance with any request or directive of any Governmental Authority (whether or not having the force of Law) of any central bank or other Official Body:law): (i) subjects any Bank Lender to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Loans Loans, the Letters of Credit or the Letter of Credit Participating Interests or payments by the Borrower of principal, interest, Commitment Fees, commitment fee or other amounts due from the Borrower hereunder or under the Notes (except for taxes on Taxes or Other Taxes, as to which Section 2.10 shall govern and except for changes in the rate or basis of taxation of overall net income or overall gross income by the United States or any foreign jurisdiction or any political subdivision of either thereof under the Laws of which such BankLender is organized or in which such Lender's applicable lending office is located), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, any Bank, orsuch Lender (other than requirements expressly included herein in the determination of the EuroRate hereunder), (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or letters of credit, other credits or commitments to extend credit extended by, any BankLender, or (B) otherwise applicable to the obligations of any Bank Lender under this Agreement, or (iv) imposes upon any Lender any other condition or expense with respect to this Agreement, the Notes, the Letters of Credit or the Letter of Credit Participating Interests or its making, maintenance or funding of any Loan, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Bank Lender or, in the case of clause (iii) hereof, any Person controlling a Lender, with respect to this Agreement, the Notes Notes, the Letters of Credit or the Letter of Credit Participating Interests or the making, maintenance or funding of any part of the Loans Loan (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on any Bank’s such Lender's or controlling Person's capital, taking into consideration such Bank’s customary Lender's or controlling Person's policies with respect to capital adequacy) by an amount which such Bank in its sole discretion Lender deems to be materialmaterial (such Lender being deemed for this purpose to have made, maintained or funded each Funding Segment of the EuroRate Portion from a Corresponding Source of Funds), such Bank shall Lender may from time to time notify the Borrower and the Agent of the amount determined in good faith (using any averaging and attribution methods employed in good faithmethods) by such Bank Lender (which determination shall be conclusive absent manifest error) to be necessary to compensate such Bank Lender for such increase in costincrease, reduction of income, additional expense or reduced rate of return. Such notice shall set forth in reasonable detail the basis for such determinationimposition. Such amount shall be due and payable by the Borrower to such Bank ten (10) Lender five Business Days after such notice is given, together with an amount equal to interest on such amount from the date two Business Days after the date demanded until such due date at the Base Rate Option applicable to the Loans. A certificate by such Lender as to the amount due and payable under this Section 2.9(a) (which certificate shall set forth the basis in reasonable detail of the calculation of such amount) from time to time and the method of calculating such amount shall be conclusive absent manifest error.

Increased Costs or Reduced Return Resulting From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If any Law, guideline or interpretation or any change in any Law, guideline or interpretation or application thereof by any Official Body charged with the interpretation or administration thereof or compliance with any request or directive (whether or not having the force of Law) of any central bank or other Official Body: (i) subjects any Bank Lender to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Loans or payments by the Borrower of principal, interest, Commitment Facility Fees, Utilization Fees, or other amounts due from the Borrower hereunder or under the Notes (except for taxes on the overall net income of such BankLender), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, any BankLender, or (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or letters of credit, other credits or commitments to extend credit extended by, any BankLender, or (B) otherwise applicable to the obligations of any Bank Lender under this AgreementAgreement and under agreements of a similar nature with other obligors to such Lender, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Bank Lender, by an amount which such Lender in its sole discretion deems to be material, with respect to this Agreement, the Notes Agreement or with respect to the making, maintenance or funding of any part of the Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on any BankLender’s capital, taking into consideration such BankLender’s customary policies with respect to capital adequacy) by an amount which such Bank in its sole discretion deems to be material), such Bank Lender shall from time to time notify the Borrower and the Agent of the amount determined in good faith (using any averaging and attribution methods employed in good faith) by such Bank Lender to be necessary to compensate such Bank Lender for such increase in cost, reduction of income, additional expense or reduced rate of return. Such notice shall set forth in reasonable detail the basis for such determination. Such amount shall be due and payable by the Borrower to such Bank Lender ten (10) Business Days after such notice is given.

Increased Costs or Reduced Return Resulting From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If any Law, guideline or interpretation or any change in any Law, guideline or interpretation or application thereof by any Official Body charged with the interpretation or administration thereof or compliance with any request or directive (whether or not having the force of Law) of any central bank or other Official Body: (i) subjects any Bank Lender to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Loans or payments by the Borrower of principal, interest, Commitment Fees, Facility Fees or other amounts due from the Borrower hereunder or under the Notes (except for taxes on the overall net income of such BankLender), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, any BankLender, or (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or letters of credit, other credits or commitments to extend credit extended by, any BankLender, or (B) otherwise applicable to the obligations of any Bank Lender under this AgreementAgreement and under agreements of a similar nature with other obligors to such Lender, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Bank Lender, by an amount which such Lender in its sole discretion deems to be material, with respect to this Agreement, the Notes Agreement or with respect to the making, maintenance or funding of any part of the Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on any BankLender’s capital, taking into consideration such BankLender’s customary policies with respect to capital adequacy) by an amount which such Bank in its sole discretion deems to be material), such Bank Lender shall from time to time notify the Borrower and the Agent of the amount determined in good faith (using any averaging and attribution methods employed in good faith) by such Bank Lender to be necessary to compensate such Bank Lender for such increase in cost, reduction of income, additional expense or reduced rate of return. Such notice shall set forth in reasonable detail the basis for such determination. Such amount shall be due and payable by the Borrower to such Bank Lender ten (10) Business Days after such notice is given.

Increased Costs or Reduced Return Resulting From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If any Law, guideline or interpretation or any change in any Law, guideline or interpretation or application thereof by any Official Body charged with the interpretation or administration thereof or compliance with any request or directive (whether or not having the force of Law) of any central bank or other Official Body: (i) subjects any Bank to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Loans or payments by the Borrower of principal, interest, Commitment Fees, or other amounts due from the Borrower hereunder or under the Notes (except for taxes on the overall net income of such Bank), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, any Bank, or (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or letters of credit, other credits or commitments to extend credit extended by, any Bank, or (B) otherwise applicable to the obligations of any Bank under this Agreement, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Bank with respect to this Agreement, the Notes or the making, maintenance or funding of any part of the Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on any Bank’s 's capital, taking into consideration such Bank’s 's customary policies with respect to capital adequacy) by an amount which such Bank in its sole discretion deems to be material, such Bank shall from time to time notify the Borrower and the Agent of the amount determined in good good-faith (using any averaging and attribution methods employed in good good-faith) by such Bank to be necessary to compensate such Bank for such increase in cost, reduction of incomeincome or additional expense, additional expense or reduced rate of returnprovided that a Bank shall not give the Borrower notice hereunder unless the Bank is generally imposing such increased costs on its similarly situated customers. Such notice shall set forth in reasonable detail the basis for such determination. Such amount shall be due and payable by the Borrower to such Bank ten (10) Business Days after such notice is given.

Increased Costs or Reduced Return Resulting From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If any Law, guideline or interpretation or any change in any Law, guideline or interpretation or application thereof by any Official Body charged with the interpretation or administration thereof or compliance with any request or directive (whether or not having the force of Law) of any central bank or other Official Body: (i) subjects any Lender or the Issuing Bank to any tax or changes the basis of taxation (including in both cases withholding taxes) with respect to this Agreement, the Notes, the Loans or payments by the Borrower Company of principal, interest, Commitment Fees, Facility Fees or other amounts due from the Borrower hereunder or Company under the Notes any Loan Document (except for taxes on the overall net income of such Lender or Issuing Bank, franchise taxes, any branch profits taxes, any U.S. withholding taxes imposed on a foreign Lender at the time such Lender becomes a party to this Agreement, and any taxes attributable to a failure of such Lender to comply with the requirements of Section 9.14 of this Agreement), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, any Lender or the Issuing Bank, or (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or letters of credit, other credits or commitments to extend credit extended by, any Lender or the Issuing Bank, or (B) otherwise applicable to the obligations of any Lender or the Issuing Bank under this Agreement, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Lender or the Issuing Bank with respect to this Agreement, the Notes or the making, maintenance or funding of any part of the Loans or the issuance or maintenance of the Letter of Credit (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on any Lender’s or the Issuing Bank’s capital, taking into consideration such Lender’s or the Issuing Bank’s customary policies with respect to capital adequacy) by an amount which such Lender or the Issuing Bank in its sole discretion deems to be material, such Lender or the Issuing Bank shall from time to time notify the Borrower Company and the Administrative Agent of the amount determined in good faith (using any averaging and attribution methods employed in good faith) by such Lender or the Issuing Bank to be necessary to compensate such Lender or the Issuing Bank for such increase in cost, reduction of income, additional expense or reduced rate of return. Such notice shall set forth in reasonable detail the basis for such determination, provided, however, that any such determination shall be conclusive and binding absent manifest error. Such amount shall be due and payable by the Borrower Company to such Lender or the Issuing Bank ten (10) Business Days after such notice is given. (iv) If any Lender or the Issuing Bank receives a refund in respect of any amounts paid by the Company pursuant to this Section 2.13, which refund in good faith judgment of such Lender or the Issuing Bank is allocable to such payment, it shall notify the Company of such refund and repay such refund to the Company net of all out-of-pocket expenses of such Lender or the Issuing Bank, provided, however, that the Company, upon the request of such Lender or the Issuing Bank, agrees to repay the amount paid over to the Company to such Lender or the Issuing Bank in the event such Lender or the Issuing Bank is required to repay such refund.