Common use of SECTION Increased Cost and Reduced Return Clause in Contracts

SECTION Increased Cost and Reduced Return. (a) If on or after the date of this Agreement, in the case of any Loan or Facility LC or any obligation to make Loans or issue or maintain Facility LCs, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office) or any LC Issuer with any request or directive (whether or not having the force of law) issued on or after such date of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or any LC Issuer or shall impose on any Bank (or its Applicable Lending Office) or any LC Issuer or on the London interbank market any other condition (other than in respect of Taxes or Other Taxes) affecting its Euro-Dollar Loans, its Note, any Facility LC Application, any Facility LCs, its obligation to make Euro-Dollar Loans or its obligation to issue or to participate in Facility LCs and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) or such LC Issuer of making or maintaining any Euro-Dollar Loan or Facility LC, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) or such LC Issuer under this Agreement or under its Note with respect thereto, by an amount deemed by such Bank or such LC Issuer to be material, then, within 15 days after demand by such Bank or such LC Issuer (with a copy to the Administrative Agent), the Borrower shall pay to such Bank or such LC Issuer such additional amount or amounts as will compensate such Bank or such LC Issuer for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date such Bank or such LC Issuer first notifies the Borrower of its intention to demand compensation therefor under this Section 8.03(a) unless such increased cost or reduction is imposed on such Bank or such LC Issuer on a retroactive basis. (b) If any Bank or any LC Issuer shall have determined that, on or after the date of this Agreement, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency given or made after the date of this Agreement, has or would have the effect of reducing the rate of return on capital of such Bank or LC Issuer (or its Parent) as a consequence of such Bank's or LC Issuer's obligations hereunder to a level below that which such Bank or LC Issuer (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Bank or LC Issuer to be material, then from time to time, within 15 days after demand by such Bank or LC Issuer (with a copy to the Administrative Agent), the Borrower shall pay to such Bank or LC Issuer such additional amount or amounts as will compensate such Bank or LC Issuer (or its Parent) for such reduction; provided that no such amount shall be payable with respect to any period commencing less than 30 days after the date such Bank or LC Issuer first notifies the Borrower of its intention to demand compensation under this Section 8.03(b). (c) Each Bank and LC Issuer will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank or LC Issuer to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank or LC Issuer, be otherwise disadvantageous to such Bank or LC Issuer. A certificate of any Bank or LC Issuer claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Bank or LC Issuer may use any reasonable averaging and attribution methods.

SECTION Increased Cost and Reduced Return. (a) If on or after (x) the date of this Agreement, in the case of any Committed Loan or Facility LC Letter of Credit or any obligation to make Committed Loans or issue or maintain Facility LCsparticipate in any Letter of Credit or (y) the date of any related Bid Rate Quote, in the case of any Bid Rate Loan, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office) or any LC Issuer with any request or directive (whether or not having the force of law) issued on or after such date of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentagefor which such Bank is entitled to compensation for the relevant Interest Period under Section 2.17) against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or any LC Issuer or shall impose on any Bank (or its Applicable Lending Office) or any LC Issuer or on the London interbank market any other condition (other than in respect of Taxes or Other Taxes) affecting its Euro-Dollar Fixed Rate Loans, its Note, any Facility LC Application, any Facility LCs, Notes or its obligation to make Euro-Dollar Fixed Rate Loans or its obligation to issue or to participate obligations hereunder in Facility LCs respect of Letters of Credit and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) or such LC Issuer of making or maintaining any Euro-Dollar Fixed Rate Loan or Facility LCof issuing or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) or such LC Issuer under this Agreement or under its Note Notes with respect thereto, by an amount deemed by such Bank or such LC Issuer to be material, then, within 15 days after receipt by the Company of written demand by such Bank or such LC Issuer (with a copy to the Administrative Agent), the Borrower Company shall pay to such Bank or such LC Issuer such additional an amount or amounts as will compensate such Bank or such LC Issuer for such increased cost or reduction; provided that no such amount shall be payable with respect which on an after-tax basis is necessary to any period commencing more than 90 days prior to maintain the date such Bank or such LC Issuer first notifies the Borrower of its intention to demand compensation therefor under this Section 8.03(a) unless such increased cost or reduction is imposed on such Bank or such LC Issuer on a retroactive basis. (b) If any Bank or any LC Issuer shall have determined that, on or after the date of this Agreement, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency given or made after the date of this Agreement, has or would have the effect of reducing the same rate of return on capital of that existed immediately prior thereto which such Bank or LC Issuer (reasonably determines is attributable to this Agreement, its Loans and Letter of Credit Liabilities or its Parent) as a consequence obligations to make Loans or to issue or participate in Letters of Credit hereunder (after taking into account such Bank's or LC Issuer's obligations hereunder to a level below that which such Bank or LC Issuer (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect as to capital adequacy) by an amount deemed by such Bank or LC Issuer to be material, then from time to time, within 15 days after demand by such Bank or LC Issuer (with a copy to the Administrative Agent), the Borrower shall pay to such Bank or LC Issuer such additional amount or amounts as will compensate such Bank or LC Issuer (or its Parent) for such reduction; provided that no such amount shall be payable with respect to any period commencing less than 30 days after the date such Bank or LC Issuer first notifies the Borrower of its intention to demand compensation under this Section 8.03(b). (c) Each Bank and LC Issuer will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank or LC Issuer to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank or LC Issuer, be otherwise disadvantageous to such Bank or LC Issuer. A certificate of any Bank or LC Issuer claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Bank or LC Issuer may use any reasonable averaging and attribution methods.

SECTION Increased Cost and Reduced Return. (a) If If, on or after (x) the date hereof in the case of Committed Loans made pursuant to Section 2.1, or (y) the date of this Agreementthe related Money Market Quote (in each case, the "Loan Effective Date"), in the case of any Loan or Facility LC or any obligation to make Loans or issue or maintain Facility LCsMoney Market Loan, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office) or any LC Issuer with any request or directive (whether or not having the force of law) issued on or after such date made at the Closing Date of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve, special deposit or similar requirement reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), but excluding with respect to any Euro-Dollar Loan any such special deposit, insurance assessment or similar requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or any LC Issuer or shall impose on any Bank (or its Applicable Lending Office) or any LC Issuer or on the London interbank market any other condition (other materially more burdensome in nature, extent or consequence than those in respect existence as of Taxes or Other Taxes) the Loan Effective Date affecting its such Bank's Euro-Dollar Loans, its Note, any Facility LC Application, any Facility LCs, or its obligation to make Euro-Dollar Loans or its obligation to issue or to participate in Facility LCs Loans, and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) or such LC Issuer of making or maintaining any Euro-Dollar Loan or Facility LCLoan, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) or such LC Issuer under this Agreement or under its Note with respect theretoto such Euro-Dollar Loans, by an amount deemed by such Bank or such LC Issuer to be material, then, within 15 days after demand by such Bank or such LC Issuer (with a copy to the Administrative Agent), the Borrower shall pay to such Bank or such LC Issuer such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the Euro-Dollar Loans made by such Bank hereunder) as will compensate such Bank or such LC Issuer for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior reduction to the date extent such Bank or generally imposes such LC Issuer first notifies the Borrower additional amounts on other borrowers of its intention to demand compensation therefor under this Section 8.03(a) unless such increased cost or reduction is imposed on such Bank or such LC Issuer on a retroactive basisin similar circumstances. (b) If any Bank or any LC Issuer shall have reasonably determined that, on or after the date of this Agreementhereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) made after the Closing Date of any such authority, central bank or comparable agency given or made after the date of this Agreementagency, has or would have the effect of reducing the rate of return on capital of such Bank or LC Issuer (or its Parent) as a consequence of such Bank's or LC Issuer's obligations hereunder to a level below that which such Bank or LC Issuer (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount reasonably deemed by such Bank or LC Issuer to be material, then from time to time, within 15 days after demand by such Bank or LC Issuer (with a copy to the Administrative Agent), the Borrower shall pay to such Bank or LC Issuer such additional amount or amounts as will compensate such Bank or LC Issuer (or its Parent) for such reduction; provided that no such amount shall be payable with respect reduction to any period commencing less than 30 days after the date extent such Bank or LC Issuer first notifies the Borrower generally imposes such additional amounts on other borrowers of its intention to demand compensation under this Section 8.03(b)such Bank in similar circumstances. (c) Each Bank and LC Issuer will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank or LC Issuer to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Bank or LC IssuerBank, be otherwise disadvantageous to such Bank. If such Bank or LC Issuershall fail to notify Borrower of any such event within 90 days following the end of the month during which such event occurred, then Borrower's liability for any amounts described in this Section incurred by such Bank as a result of such event shall be limited to those attributable to the period occurring subsequent to the ninetieth (90th) day prior to the date upon which such Bank actually notified Borrower of the occurrence of such event. A certificate of any Bank or LC Issuer claiming compensation under this Section and setting forth a reasonably detailed calculation of the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest demonstrable error. In determining such amount, such Bank or LC Issuer may use any reasonable averaging and attribution methods. (d) If at any time, any Bank shall be owed amounts pursuant to this Section 8.3, the Borrower shall have the right, upon five (5) Business Day's notice to the Administrative Agent to either (x) cause a bank, reasonably acceptable to the Administrative Agent, to offer to purchase the Commitments of such Bank for an amount equal to such Bank's outstanding Loans, and to become a Bank hereunder, or to obtain the agreement of one or more existing Banks to offer to purchase the Commitments of such Bank for such amount, which offer such Bank is hereby required to accept, or (y) to repay in full all Loans then outstanding of such Bank, together with interest and all other amounts due thereon, upon which event, such Bank's Commitment shall be deemed to be canceled pursuant to Section 2.11(e).