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.

Taxes or Reserves. In the event that any Governmental Regulation now or hereafter in effect and whether or not presently applicable Notwithstanding anything to the Lenderscontrary contained elsewhere in this Agreement, if after the date of this Agreement, any change in condition or applicable law, regulation or interpretation thereof (including any interpretation request, guideline 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 policy not having the force of law)law and including, shall without limitation, Regulation D, as promulgated by the Board of Governors of the Federal Reserve System of the United States, or any similar regulation substituted therefor) by any authority charged with the administration or interpretation thereof occur that: (i) affect subjects the basis of taxation of payment Bank to any Lender of any amounts payable by the Company under this Agreement tax with respect to its LIBOR Rate Advances (other than taxes imposed any tax on the overall net income of any Lenderthe Bank), or ; or (ii) imposechanges the basis of taxation of payments to the Bank of principal of or interest on its LIBOR Rate Advances or other fees and amounts payable hereunder, modify or deem any combination of the foregoing (other than any tax on the overall net income of the Bank); or (iii) imposes, modifies or deems applicable any reserve, special deposit, reserve or deposit insurance or similar requirement requirements against any assets ofheld by, deposits with or for the account of, or credit extended loans or commitments by any Lender, or the Bank with respect to LIBOR Rate Advances; or (iiiiv) impose imposes upon the Bank any other condition with respect to its LIBOR Rate Advances or this Agreement, the Notes or any of the Advances ; and if the result of any of the foregoing is to increase the actual cost to the Bank (taking into consideration any Lender costs figured into the calculation of making, funding the Adjusted LIBOR Rate pursuant to the definition of the Adjusted LIBOR Rate and any payments required under this Section 2.8 and Section 2.9) of making or maintaining any of the its LIBOR Rate Advances hereunder, or to reduce the amount of any sum payment (whether of principal, interest or otherwise) receivable by the Bank or to require the Bank to make any Lender thereonpayment, then in respect of any such Advance, in each case by or in an amount which the Company will Bank in its reasonable judgment determines is material, then: (A) the Bank must promptly notify Borrowers in writing of the happening of such event; (B) the Bank must promptly deliver to Borrowers a certificate stating the amount of such increased cost, reduction or payment and that such increased cost, reduction or payment has been imposed on substantially all other similarly situated Borrowers of LIBOR Rate loans; and (C) Borrowers must pay to such Lenderthe Bank, from time within 10 Business Days after delivery of the certificate referred to time upon request by such Lenderin clause (B) above, additional the amount or amounts sufficient to as will compensate such Lender the Bank for such increased cost to additional cost, reduction 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 noticepayment.