Common use of Taxes or Reserves Clause in Contracts

Taxes or Reserves. In the event that any Governmental Regulation now or hereafter in effect and whether or not presently applicable to the Lenders, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Lender with any request or directive of any such authority (whether or not having the force of law), shall (i) affect the basis of taxation of payment to any Lender of any amounts payable by the Company under this Agreement (other than taxes imposed on the overall net income of any Lender), or (ii) impose, modify or deem applicable any reserve, special deposit, deposit insurance or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender, or (iii) impose any other condition with respect to this Agreement, the Notes or any of the Advances and the result of any of the foregoing is to increase the cost to any Lender of making, funding or maintaining any of the Advances or to reduce the amount of any sum receivable by any Lender thereon, then the Company will pay to such Lender, from time to time upon request by such Lender, additional amounts sufficient to compensate such Lender for such increased cost to or reduced sum receivable by such Lender to the extent such Lender is not expressly compensated therefor in the computation of the interest rate applicable to the Advances; provided, that the Company shall not be required to pay such compensation to the extent such increase is attributable to a factor which is not generally applicable to all banks organized under the same authority as the bank or is attributable to an increase in deposit insurance rates to levels which do not exceed those in effect at the date of this agreement, without application of any retroactive adjustment or rebate. If any Lender seeks reimbursement, it shall give the Company and the Agent written notice, in reasonable detail, of the law, rule or regulation, or interpretation or administration thereof, which may give rise to the increased cost or reduced sum receivable to such Lender and the reimbursement obligation of the Company. The Company shall not be obligated to pay any such amount to the extent it was incurred by such Lender more than 90 calendar days prior to the date of delivery of such written notice.

Taxes or Reserves. In the event that any Governmental Regulation now or hereafter in effect and whether or not presently applicable to the Lenders, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Lender with any request or directive of any such authority (whether or not having the force of law), shall (i) impose any deduction, withholding tax, or other tax or affect the basis of taxation of payment to any Lender of any amounts payable by the Company or a Multicurrency Subsidiary Borrower, as applicable, under this Agreement (other than taxes imposed on the overall net income of any Lender), or (ii) impose, modify or deem applicable any reserve, special deposit, deposit insurance or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender, or (iii) impose any other condition with respect to this Agreement, the Notes Notes, the Swing Line Note or any of the Advances or Swing Line Loans and the result of any of the foregoing is to increase the cost to any Lender of making, funding or maintaining any of the Advances or Swing Line Loans or to reduce the amount of any sum receivable by any Lender thereon, then the Company or a Multicurrency Subsidiary Borrower, as applicable, will pay to such Lender, from time to time upon request by such Lender, additional amounts sufficient to compensate such Lender fully for such increased cost to or reduced sum receivable by such Lender to the extent such Lender is not expressly compensated therefor in the computation of the interest rate applicable to the AdvancesAdvances so that such Lender receives, after the making of such deduction, withholding or other payment, free of any liability in respect of any such deduction, withholding or payment, a sum equal to that which it would have received and retained had no such deduction, withholding or payment been required or made; provided, that neither the Company nor any Multicurrency Subsidiary Borrower shall not be required to pay such compensation to the extent such increase is attributable to a factor which is not generally applicable to all banks organized under the same authority as the bank or is attributable to an increase in deposit insurance rates to levels which do not exceed those in effect at the date of this agreement, without application of any retroactive adjustment or rebate. If any Lender seeks reimbursement, it shall give the Company Company, the Multicurrency Subsidiary Borrowers and the Agent written notice, in reasonable detail, of the law, rule or regulation, or interpretation or administration thereof, which may give rise to the increased cost or reduced sum receivable to such Lender and the reimbursement obligation of the CompanyCompany or the Multicurrency Subsidiary Borrowers. The Neither the Company nor any Multicurrency Borrower shall not be obligated to pay any such amount to the extent it was incurred by such Lender more than 90 calendar days prior to the date of delivery of such written notice.