Common use of Additional Compensation in Certain Circumstances Clause in Contracts

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If any Change in Law: (i) subjects the Lender to any tax or changes the basis of taxation with respect to this Agreement, the Note, the Loan or payments by the Borrower of principal, interest or other amounts due from the Borrower hereunder or under the Note (except for taxes on the overall net income of the Lender), (ii) imposes, modifies or determines to be 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 acquisition of funds by, the Lender, or (iii) imposes, modifies or determines to be applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or credits or commitments to extend credit extended by, the Lender, or (B) otherwise applicable to the obligations of the 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 the Lender with respect to this Agreement, the Note or the making, maintenance or funding of any part of the Loan (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on the Lender’s capital, taking into consideration the Lender’s customary policies with respect to capital adequacy) by an amount which the Lender in its reasonable discretion deems to be material, the Lender may from time to time notify the Borrower of the amount determined in good faith (using any averaging and attribution methods employed in good faith) by the Lender (which determination shall be conclusive absent manifest error) to be necessary to compensate the Lender for such increase in cost, reduction of income or additional expense. Such notice shall set forth in reasonable detail the basis for such determination. Such amount shall be due and payable by the Borrower to the Lender within thirty (30) days after such notice is given.

Additional Compensation in Certain Circumstances. (a) 4.8.1 Increased Costs or Reduced Return Resulting From from Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If any Change change in any Law, guideline or interpretation or application thereof after the date hereof 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 Official Body: (ia) subjects the any Lender to any tax Tax or changes the basis of taxation with respect to this Agreement, the NoteNotes, the Loan or payments by the Borrower of principal, interest or other amounts due from the Borrower hereunder or under the Note Notes (except for taxes (i) Taxes on the overall net income of the such Lender, (ii) any withholding Taxes imposed under FATCA or (iii) Taxes attributable to such Lender’s failure to comply with Section 10.16),, or (iib) imposes, modifies or determines to be 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 acquisition acquisitions of funds by, the any Lender, or; and (iiic) imposes, modifies or determines to be applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or credits or commitments to extend credit extended by, the Lender, or (B) otherwise applicable to the obligations of the Lender under this Agreement, and the result of any of the foregoing (a) or (b) is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon the any Lender with respect to this Agreement, the Note Notes or the making, maintenance or funding of any part of the Loan (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on the Lender’s capital, taking into consideration the Lender’s customary policies with respect to capital adequacy) by an amount which the such Lender in its reasonable sole discretion deems to be material, the such Lender may shall from time to time notify Borrower and the Borrower Administrative Agent of the amount determined in good faith (using any averaging and attribution methods employed in good faith) by the such Lender (which determination shall be conclusive absent manifest error) to be necessary to compensate the such Lender for such increase in cost, reduction of income income, additional expense or additional expensereduced 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 the such Lender within thirty ten (3010) days Business Days after such notice is given.

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From TaxesWith respect to the portion of the Debt covered by the Libor Rate Option, Reserves, Capital Adequacy Requirements, Expenses, Etc. If any Change in Lawif any: (i) if any Law or guideline or interpretation or application thereof by any Official Body charged with the interpretation or administration thereof or compliance with any request or directive of any Official Body (whether or not having the force of law): (A) subjects any of the Lender Banks to any tax or changes the basis of taxation with respect to this Agreement, the NoteNotes, the Credit Loan or payments by the Borrower Borrowers of principal, interest or other amounts due from the Borrower Borrowers hereunder or under the Note Notes (except for taxes on the overall net income of such Bank(s) imposed by the Lenderjurisdiction in which such Bank(s)' principal office is located), (iiB) imposes, modifies or determines to be deems applicable any reserve, special deposit or similar requirement require ment against credits or commitments to extend assets held by, credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisition of funds by, such Bank(s) (other than requirements expressly included herein in the Lenderdetermination of the Libor Rate hereunder), or (iiiC) imposes, modifies imposes upon any of the Banks any other condition or determines expense with respect to be applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or credits or commitments to extend credit extended bythis Agreement, the LenderNotes or its making, maintenance or (B) otherwise applicable to the obligations funding of any part of the Lender under this AgreementCredit Loan, the Notes or any security therefor, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, by or impose any expense (including loss of margin) upon the Lender Agent or such Banks with respect to this Agreement, the Note Notes or the making, maintenance or funding of any part of the Credit Loan (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on the Lender’s capital, taking into consideration the Lender’s customary policies with respect to capital adequacy) by an amount which the Lender in its reasonable discretion deems such Bank(s) deem to be materialmaterial (such Bank(s) being deemed for this purpose to have made, maintained or funded each funding period of the applicable Libor Rate Option from a Corresponding Source of Funds), the Lender may Agent shall from time to time notify the Borrower Borrowers of the amount determined in good faith (using any averaging and attribution methods employed in good faithby such Bank(s) by the Lender (which determination shall be conclusive absent manifest or demonstrable error) to be necessary to compensate the Lender such Bank(s) for such increase in cost, reduction of in income or additional expense. 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 the Lender within thirty such Bank(s) ten (3010) days Business Days after such notice is given. (ii) In addition to the compensation required by subsection (i) of this Section 2.5(h), the Borrowers shall indemnify such Bank(s) against any loss or expense (including loss of margin) which such Bank(s) have sustained or incurred as a consequence of any: (A) payment, prepayment or conversion of the applicable Libor Rate Option on a day other than the last day of the Libor Rate Funding Period (whether or not such payment, prepayment or conversion is mandatory or automatic and whether or not such payment or prepayment is then due), or (B) attempt by the Borrowers to revoke (ex pressly, by later inconsistent notices or other wise) in whole or part any notice stated herein to be irrevocable (the Agent having in its sole discretion the options (A) to give effect to such attempted revocation and obtain indemnity under this Section 2.5(h) or (B) to treat such attempted revocation as having no force or effect, as if never made). If any of the Banks sustain or incur any such loss or expense, the Agent shall from time to time notify the Borrowers of the amount determined in good faith by such Bank(s) (which determination shall be conclusive absent manifest or demonstrable error) to be necessary to indemnify such Bank(s) for such loss or expense (such Bank(s) being deemed for this purpose to have made, maintained or funded each Libor Rate Funding Segment of the applicable Libor Rate Option from a Corresponding Source of Funds). Such amount shall be due and payable by the Borrowers to the Agent for the benefit of such Bank(s) ten (10) Business Days after such notice is given.