Common use of Taxes and Increased Costs Clause in Contracts

Taxes and Increased Costs. With respect to any LIBOR Portion, if the Bank shall determine that any change in any applicable law, treaty, regulation or guideline (including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System) or any new law, treaty, regulation or guideline, or any interpretation of any of the foregoing by any governmental authority charged with the administration thereof or any central bank or other fiscal, monetary or other authority having jurisdiction over the Bank or its lending branch or the LIBOR Portions contemplated hereby (whether or not having the force of law), shall: (i) impose, increase, or deem applicable any reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of, or loans by, or any other acquisition of funds or disbursements by, the Bank which is not in any instance already accounted for in computing the interest rate applicable to such LIBOR Portion; (ii) subject the Bank, this Agreement or any LIBOR Portion to any tax (including, without limitation, any United States interest equalization tax or similar tax however named applicable to the acquisition or holding of debt obligations and any interest or penalties with respect thereto), duty, charge, stamp tax, fee, deduction or withholding in respect of this Agreement or any LIBOR Portion, except such taxes as may be measured by the overall net income or gross receipts of the Bank or its lending branches and imposed by the jurisdiction, or any political subdivision or taxing authority thereof, in which the Bank's principal executive office or its lending branch is located; (iii) change the basis of taxation of payments of principal and interest due from the Customer to the Bank hereunder (other than by a change in taxation of the overall net income or gross receipts of the Bank); or (iv) impose on the Bank any penalty with respect to the foregoing or any other condition regarding this Agreement or any LIBOR Portion, and the Bank shall determine that the result of any of the foregoing is to increase the cost (whether by incurring a cost or adding to a cost) to the Bank of creating or maintaining any LIBOR Portion hereunder or to reduce the amount of principal or interest received or receivable by the Bank (without benefit of, or credit for, any prorations, exemption, credits or other offsets available under any such laws, treaties, regulations, guidelines or interpretations thereof), then the Customer shall pay on demand (which need not but may at the Bank's option be combined with a demand for repayment of the Loans) to the Bank from time to time as specified by the Bank such additional amounts as the Bank shall reasonably determine are sufficient to compensate and indemnify it for such increased cost or reduced amount. If the Bank makes such a claim for compensation, it shall provide to the Customer a certificate setting forth the computation of the increased cost or reduced amount as a result of any event mentioned herein in reasonable detail and such certificate shall be conclusive if reasonably determined.

Taxes and Increased Costs. With respect to any LIBOR Fixed Rate Portion, if the Bank shall determine that any change in any applicable law, treaty, regulation or guideline (including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System) or any new law, treaty, regulation or guideline, or any interpretation of any of the foregoing by any governmental authority charged with the administration thereof or any central bank or other fiscal, monetary or other authority having jurisdiction over the Bank or its lending branch or the LIBOR Fixed Rate Portions contemplated hereby (whether or not having the force of law), shall: (i) impose, increase, or deem applicable any reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of, or loans by, or any other acquisition of funds or disbursements by, the Bank which is not in any instance already accounted for in computing the interest rate applicable to such LIBOR Fixed Rate Portion; (ii) subject the Bank, this Agreement or any LIBOR Fixed Rate Portion to any tax (including, without limitation, any United States interest equalization tax or similar tax however named applicable to the acquisition or holding of debt obligations and any interest or penalties with respect thereto), duty, charge, stamp tax, fee, deduction or withholding in respect of this Agreement or any LIBOR Fixed Rate Portion, except such taxes as may be measured by the overall net income or gross receipts of the Bank or its lending branches and imposed by the jurisdiction, or any political subdivision or taxing authority thereof, in which the Bank's ’s principal executive office or its lending branch is located; (iii) change the basis of taxation of payments of principal and interest due from the Customer to the Bank hereunder (other than by a change in taxation of the overall net income or gross receipts of the Bank); or (iv) impose on the Bank any penalty with respect to the foregoing or any other condition regarding this Agreement or any LIBOR Fixed Rate Portion, and the Bank shall determine that the result of any of the foregoing is to increase the cost (whether by incurring a cost or adding to a cost) to the Bank of creating or maintaining any LIBOR Fixed Rate Portion hereunder or to reduce the amount of principal or interest received or receivable by the Bank (without benefit of, or credit for, any prorations, exemption, credits or other offsets available under any such laws, treaties, regulations, guidelines or interpretations thereof), then the Customer shall pay on demand (which need not but may at the Bank's ’s option be combined with a demand for repayment of the Loans) to the Bank from time to time as specified by the Bank such additional amounts as the Bank shall reasonably determine are sufficient to compensate and indemnify it for such increased cost or reduced amount. If the Bank makes such a claim for compensation, it shall provide to the Customer a certificate setting forth the computation of the increased cost or reduced amount as a result of any event mentioned herein in reasonable detail and such certificate shall be conclusive if reasonably determined.

Taxes and Increased Costs. With respect to any LIBOR Portion, if the Bank shall determine that any change in any applicable law, treaty, regulation regulation, or guideline (including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System) ), or any new law, treaty, regulation regulation, or guideline, or any interpretation of any of the foregoing foregoing, by any governmental authority charged with the administration thereof or any central bank or other fiscal, monetary monetary, or other authority having jurisdiction over the Bank or its lending branch or the LIBOR Portions contemplated hereby by this Agreement (whether or not having the force of law), shall: (i) impose, increase, or deem applicable any reserve, special deposit deposit, or similar requirement against assets held by, or deposits in or for the account of, or loans by, or any other acquisition of funds or disbursements by, the Bank which is not in any instance already accounted for in computing the interest rate applicable to such LIBOR Portion; (ii) subject the Bank, this Agreement any LIBOR Portion or any Note to the extent it evidences a LIBOR Portion to any tax (including, without limitation, any United States interest equalization tax or similar tax however named applicable to the acquisition or holding of debt obligations and any interest or penalties with respect thereto), duty, charge, stamp tax, fee, deduction deduction, or withholding in respect of this Agreement Agreement, any LIBOR Portion or any Note to the extent it evidences a LIBOR Portion, except such taxes as may be measured by the overall net income or gross receipts of the Bank or its lending branches and imposed by the jurisdiction, or any political subdivision or taxing authority thereof, in which the Bank's ’s principal executive office or its lending branch is located; (iii) change the basis of taxation of payments of principal and interest due from the Customer Borrower to the Bank hereunder or under any Note to the extent it evidences any LIBOR Portion (other than by a change in taxation of the overall net income or gross receipts of the Bank); or (iv) impose on the Bank any penalty with respect to the foregoing or any other condition regarding this Agreement or Agreement, any LIBOR Portion, or its disbursement, or any Note to the extent it evidences any LIBOR Portion; and the Bank shall determine that the result of any of the foregoing is to increase the cost (whether by incurring a cost or adding to a cost) to the Bank of creating or maintaining any LIBOR Portion hereunder or to reduce the amount of principal or interest received or receivable by the Bank (without benefit of, or credit for, any prorations, exemption, credits credits, or other offsets available under any such laws, treaties, regulations, guidelines guidelines, or interpretations thereof), then the Customer Borrower shall pay on demand (which need not but may at the Bank's option be combined with a demand for repayment of the Loans) to the Bank from time to time as specified by the Bank such additional amounts as the Bank shall reasonably determine are sufficient to compensate and indemnify it for such increased cost or reduced amount. If the Bank makes such a claim for compensation, it shall provide to the Customer Borrower a certificate setting forth the computation of the increased cost or reduced amount as a result of any event mentioned herein in reasonable detail and such certificate shall be conclusive if reasonably determined.

Taxes and Increased Costs. With respect A. All payments and reimbursements required to be made hereunder shall be made free and clear of, and without deduction of any LIBOR Portionand all taxes, if fees or other charges of any nature whatsoever imposed by any taxing authority, except such taxes as are imposed on or measured by a Bank's net income by the Bank shall determine that any change in any applicable law, treaty, regulation or guideline (including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System) jurisdiction or any new lawpolitical subdivision thereof in which such Bank's principal office or actual lending branch is located. The Borrower shall reimburse or compensate such Bank, treatyupon demand by such Bank, regulation for all costs incurred, losses suffered or guideline, payments made in connection with the Advances or any interpretation part thereof which costs, losses or payments are a result of any of the foregoing by any governmental authority charged with the administration thereof present or any central bank or other fiscal, monetary or other authority having jurisdiction over the Bank or its lending branch or the LIBOR Portions contemplated hereby (whether or not having the force of law), shall: (i) impose, increase, or deem applicable any future reserve, special deposit or similar requirement against assets held byof, or liabilities of, deposits in with or for the account of, of or loans by, or any other acquisition of funds or disbursements by, the Bank which is not in any instance already accounted for in computing the interest rate applicable to by such LIBOR Portion; (ii) subject the Bank, this Agreement or any LIBOR Portion to any tax (including, without limitation, any United States interest equalization tax or similar tax however named applicable to the acquisition or holding of debt obligations and any interest or penalties with respect thereto), duty, charge, stamp tax, fee, deduction or withholding in respect of this Agreement or any LIBOR Portion, except imposed on such taxes as may be measured by the overall net income or gross receipts of the Bank or its lending branches and imposed the offshore interbank market by the jurisdictionany regulatory authority, or any political subdivision or taxing authority thereof, in which the Bank's principal executive office or its lending branch is located; (iii) change the basis of taxation of payments of principal and interest due from the Customer to the Bank hereunder (other than by a change in taxation of the overall net income or gross receipts of the Bank); or (iv) impose on the Bank any penalty with respect to the foregoing or any other condition regarding this Agreement or any LIBOR Portion, and the Bank shall determine that the result of any of the foregoing is to increase the cost (whether by incurring a cost or adding to a cost) to the Bank of creating or maintaining any LIBOR Portion hereunder or to reduce the amount of principal or interest received or receivable by the Bank (without benefit of, or credit for, any prorations, exemption, credits central bank or other offsets available under any such lawsauthority, treaties, regulations, guidelines whether or interpretations thereof), then not having the Customer shall pay on demand (which need not but may at the Bank's option be combined with a demand for repayment force of the Loans) to the Bank from time to time as specified by the Bank such additional amounts as the Bank shall reasonably determine are sufficient to compensate and indemnify it for such increased cost or reduced amountlaw. If the any Bank makes such a claim for compensationcompensation hereunder, it shall provide to the Customer Borrower a certificate setting forth the computation of the increased cost or reduced amount as a result of any event mentioned herein in reasonable detail upon which such claim is based and such certificate shall be conclusive if reasonably determinedexcept in the case of manifest error. If Borrower is prohibited by operation of law from (I) making payments without deduction as provided in this Section, or (II) paying, causing to be paid, or reimbursing any Bank for the cost of, any and all taxes, duties, fees or other charges as provided in this Section, then payments due to any such Bank under this Agreement (and any Note required hereunder) shall be increased to such amount which, after provision for such taxes, duties, fees or other charges, is necessary to yield and remit to such Bank payments at the applicable rate specified in Section 2(a)(vi). The Borrower shall provide evidence that all applicable taxes imposed on the transaction contemplated by this Agreement shall have been paid to the appropriate taxing authorities by delivery to Agent of the official tax receipts or notarized copies of such receipts within thirty (30) days after payment of any such tax. B. Each Bank that is not incorporated under the laws of the United States or a State thereof agrees that, prior to the first date on which any payment is due to it hereunder, it will deliver to the Borrower (I) two duly completed copies of Internal Revenue Service ("IRS") Form 1001 or 4224, as the case may be, certifying that such Bank is entitled to receive payments under this Agreement without deduction or withholding of any U.S. federal income taxes, and (II) an IRS Form W-8 or W-9, as the case may be, to establish an exemption from U.S. backup withholding tax. Each Bank required to deliver to the Borrower such IRS forms shall also deliver to the Borrower two new copies of such applicable forms on or before the date that any such forms expire or become obsolete, certifying that it can receive payments hereunder without deduction or withholding of any such taxes. If a Bank fails to provide all of the duly completed IRS forms exempting the payments made hereunder by the Borrower to such Bank from withholding or deduction for U.S. federal income taxes or U.S. backup withholding taxes, the Borrower shall withhold the appropriate amount of tax from the payment otherwise due and the provisions of Section 2(c)(ii)(A) shall not apply.

Taxes and Increased Costs. With respect to any LIBOR Fixed Rate Portion, if the Bank shall determine that any change in any applicable law, treaty, regulation regulation, or guideline (including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System) ), or any new law, treaty, regulation regulation, or guideline, or any interpretation of any of the foregoing by any governmental authority charged with the administration thereof or any central bank or other fiscal, monetary monetary, or other authority having jurisdiction over the Bank or its lending branch or the LIBOR Fixed Rate Portions contemplated hereby (whether or not having the force of law), shall: (i) impose, increase, or deem applicable any reserve, special deposit deposit, or similar requirement against assets held by, or deposits in or for the account of, or loans by, or any other acquisition of funds or disbursements by, the Bank which is not in any instance already accounted for in computing the interest rate applicable to such LIBOR Fixed Rate Portion; (ii) subject the Bank, this Agreement Agreement, the Note, or any LIBOR Fixed Rate Portion of the Note to any tax (including, without limitation, any United States interest equalization tax or similar tax however named applicable to the acquisition or holding of debt obligations and any interest or penalties with respect thereto), duty, charge, stamp tax, fee, deduction deduction, or withholding in respect of this Agreement Agreement, the Note, or any LIBOR PortionFixed Rate Portion of the Note, except such taxes as may be measured by the overall net income or gross receipts of the Bank or its lending branches and imposed by the jurisdiction, or any political subdivision or taxing authority thereof, in which the Bank's ’s principal executive office or its lending branch is located; (iii) change the basis of taxation of payments of principal and interest due from the Customer Borrower to the Bank hereunder (other than by a change in taxation of the overall net income or gross receipts of the Bank); or (iv) impose on the Bank any penalty with respect to the foregoing or any other condition regarding this Agreement Agreement, the Note, or any LIBOR PortionFixed Rate Portion of the Note, and the Bank shall determine that the result of any of the foregoing is to increase the cost (whether by incurring a cost or adding to a cost) to the Bank of creating or maintaining any LIBOR Fixed Rate Portion hereunder or to reduce the amount of principal or interest received or receivable by the Bank (without benefit of, or credit for, any prorations, exemption, credits credits, or other offsets available under any such laws, treaties, regulations, guidelines guidelines, or interpretations thereof), then the Customer Borrower shall pay on demand (which need not but may at the Bank's option be combined with a demand for repayment of the Loans) to the Bank from time to time as specified by the Bank such additional amounts as the Bank shall reasonably determine are sufficient to compensate and indemnify it for such increased cost or reduced amount. If the Bank makes such a claim for compensation, it shall provide to the Customer Borrower a certificate setting forth the computation of the increased cost or reduced amount as a result of any event mentioned herein in reasonable detail and such certificate shall be conclusive if reasonably determined.

Taxes and Increased Costs. With respect to any LIBOR Portion, if the Bank any Lender shall determine in good faith that any change in any applicable law, treaty, regulation or guideline (including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System) or any new law, treaty, regulation or guideline, or any interpretation of any of the foregoing by any governmental authority charged with the administration thereof or any central bank or other fiscal, monetary or other authority having jurisdiction over the Bank such Lender or its lending branch or the LIBOR Portions contemplated hereby by this Agreement (whether or not having the force of law), shall: (i) impose, increase, or deem applicable any reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of, or loans by, or any other acquisition of funds or disbursements by, the Bank such Lender which is not in any instance already accounted for in computing the interest rate applicable to such LIBOR Portion; (ii) subject the Banksuch Lender, this Agreement or any LIBOR Portion or a Note to the extent it evidences such a Portion to any tax (including, without limitation, any United States interest equalization tax or similar tax however named applicable to the acquisition or holding of debt obligations and any interest or penalties with respect thereto), duty, charge, stamp tax, fee, deduction or withholding in respect of this Agreement or Agreement, any LIBOR Portion or a Note to the extent it evidences such a Portion, except such taxes as may be measured by the overall net income or gross receipts of the Bank such Lender or its lending branches and imposed by the jurisdiction, or any political subdivision or taxing authority thereof, in which the Banksuch Lender's principal executive office or its lending branch is located; (iii) change the basis of taxation of payments of principal and interest due from the Customer Company to such Lender hereunder or under a Note to the Bank hereunder extent it evidences any LIBOR Portion (other than by a change in taxation of the overall net income or gross receipts of the Banksuch Lender or its lending branches); or (iv) impose on the Bank such Lender any penalty with respect to the foregoing or any other condition regarding this Agreement or Agreement, any LIBOR Portion, or its disbursement, or a Note to the extent it evidences any LIBOR Portion; and the Bank such Lender shall determine in good faith that the result of any of the foregoing is to increase the cost (whether by incurring a cost or adding to a cost) to the Bank such Lender of creating or maintaining any LIBOR Portion hereunder or to reduce the amount of principal or interest received or receivable by the Bank such Lender (without benefit of, or credit for, any prorations, exemption, credits or other offsets available under any such laws, treaties, regulations, guidelines or interpretations thereof), then the Customer Company shall pay on demand (which need not but may at the Bank's option be combined with a demand for repayment of the Loans) to the Bank Agent for the account of such Lender from time to time as specified by the Bank such Lender such additional amounts as the Bank such Lender shall reasonably determine are sufficient to compensate and indemnify it for such increased cost or reduced amount. If ; provided, however, that the Bank makes Company shall not be obligated to pay any such a claim for compensation, it shall provide to the Customer a certificate setting forth the computation of the increased cost amount or reduced amount as a result of any event mentioned herein in reasonable detail and such certificate shall be conclusive if reasonably determined.amounts

Taxes and Increased Costs. With respect to any LIBOR Fixed Rate Portion, if the Bank shall determine in good faith that any change in any applicable law, treaty, regulation or guideline (including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System) or any new law, treaty, regulation or guideline, or any interpretation of any of the foregoing by any governmental authority charged with the administration thereof or any central bank or other fiscal, monetary or other authority having jurisdiction over the Bank or its lending branch or the LIBOR Fixed Rate Portions contemplated hereby by this Agreement (whether or not having the force of law), shall: (i) impose, increase, or deem applicable any reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of, or loans by, or any other acquisition of funds or disbursements by, the Bank which is not in any instance already accounted for in computing the interest rate applicable to such LIBOR Fixed Rate Portion; (ii) subject the Bank, this Agreement any Fixed Rate Portion or any LIBOR the Note to the extent it evidences such a Portion to any tax (including, without limitation, any United States interest equalization tax or similar tax however named applicable to the acquisition or holding of debt obligations and any interest or penalties with respect thereto), duty, charge, stamp tax, fee, deduction or withholding in respect of this Agreement Agreement, any Fixed Rate Portion or any LIBOR the Note to the extent it evidences such a Portion, except such taxes as may be measured by the overall net income or gross receipts of the Bank or its lending branches and imposed by the jurisdiction, or any political subdivision or taxing authority thereof, in which the Bank's ’s principal executive office or its lending branch is located; (iii) change the basis of taxation of payments of principal and interest due from the Customer Company to the Bank hereunder or under the Note to the extent it evidences any Fixed Rate Portion (other than by a change in taxation of the overall net income or gross receipts of the Bank); or (iv) impose on the Bank any penalty with respect to the foregoing or any other condition regarding this Agreement Agreement, its disbursement, any Fixed Rate Portion or the Note to the extent it evidences any LIBOR Fixed Rate Portion, ; and the Bank shall determine reasonably and in good faith that the result of any of the foregoing is to increase the cost (whether by incurring a cost or adding to a cost) to the Bank of creating or maintaining any LIBOR Fixed Rate Portion hereunder or to reduce the amount of principal or interest received or receivable by the Bank (without benefit of, or credit for, any prorations, exemption, credits or other offsets available under any such laws, treaties, regulations, guidelines or interpretations thereof), then the Customer Company shall pay on demand (which need not but may at the Bank's option be combined with a demand for repayment of the Loans) to the Bank from time to time as specified by the Bank such additional amounts as the Bank shall reasonably determine are sufficient to compensate and indemnify it for such increased cost or reduced amount. If the Bank makes such a claim for compensation, it shall provide to the Customer Company a certificate setting forth the computation of the increased cost or reduced amount as a result of any event mentioned herein in reasonable detail and such certificate shall be conclusive if reasonably determinedprima facie correct.

Taxes and Increased Costs. With respect to any LIBOR Portion, if the Bank any Lender shall determine in good faith that any change in any applicable law, treaty, regulation or guideline (including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System) or any new law, treaty, regulation or guideline, or any interpretation of any of the foregoing by any governmental authority charged with the administration thereof or any central bank or other fiscal, monetary or other authority having jurisdiction over the Bank such Lender or its lending branch or the LIBOR Portions contemplated hereby by this Agreement (whether or not having the force of law), shall: (i) impose, increase, or deem applicable any reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of, or loans by, or any other acquisition of funds or disbursements by, the Bank such Lender which is not in any instance already accounted for in computing the interest rate applicable to such LIBOR Portion; (ii) subject the Banksuch Lender, this Agreement or any LIBOR Portion or a Note to the extent it evidences such a Portion to any tax (including, without limitation, any United States interest equalization tax or similar tax however named applicable to the acquisition or holding of debt obligations and any interest or penalties with respect thereto), duty, charge, stamp tax, fee, deduction or withholding in respect of this Agreement or Agreement, any LIBOR Portion or a Note to the extent it evidences such a Portion, except such taxes as may be measured by the overall net income or gross receipts of the Bank such Lender or its lending branches and imposed by the jurisdiction, or any political subdivision or taxing authority thereof, in which the Banksuch Lender's principal executive office or its lending branch is located; (iii) change the basis of taxation of payments of principal and interest due from the Customer Company to such Lender hereunder or under a Note to the Bank hereunder extent it evidences any LIBOR Portion (other than by a change in taxation of the overall net income or gross receipts of the Banksuch Lender or its lending branches); or (iv) impose on the Bank such Lender any penalty with respect to the foregoing or any other condition regarding this Agreement or Agreement, any LIBOR Portion, or its disbursement, or a Note to the extent it evidences any LIBOR Portion; and the Bank such Lender shall determine in good faith that the result of any of the foregoing is to increase the cost (whether by incurring a cost or adding to a cost) to the Bank such Lender of creating or maintaining any LIBOR Portion hereunder or to reduce the amount of principal or interest received or receivable by the Bank such Lender (without benefit of, or credit for, any prorations, exemption, credits or other offsets available under any such laws, treaties, regulations, guidelines or interpretations thereof), then the Customer Company shall pay on demand (which need not but may at the Bank's option be combined with a demand for repayment of the Loans) to the Bank Agent for the account of such Lender from time to time as specified by the Bank such Lender such additional amounts as the Bank such Lender shall reasonably determine are sufficient to compensate and indemnify it for such increased cost or reduced amount; provided, however, that the Company shall not be obligated to pay any such amount or amounts to the extent such additional cost or payment was incurred or paid by such Lender more than ninety (90) days prior to the date of the delivery of the certificate referred to in the immediately following sentence (nothing herein to impair or otherwise affect the Company's liability hereunder for costs or payments subsequently incurred or paid by such Lender). If the Bank a Lender makes such a claim for compensation, it shall provide to the Customer Company (with a copy to the Agent) a certificate setting forth the computation of the increased cost or reduced amount as a result of any event mentioned herein in reasonable detail and such certificate shall be conclusive if reasonably determined.

Taxes and Increased Costs. With respect to any LIBOR Fixed Rate Portion, if the Bank shall determine in good faith that any change in any applicable law, treaty, regulation or guideline (including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System) or any new law, treaty, regulation or guideline, or any interpretation of any of the foregoing by any governmental authority charged with the administration thereof or any central bank or other fiscal, monetary or other authority having jurisdiction over the Bank or its lending branch or the LIBOR Fixed Rate Portions contemplated hereby by this Agreement (whether or not having the force of law), shall: (i) impose, increase, or deem applicable any reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of, or loans by, or any other acquisition of funds or disbursements by, the Bank which is not in any instance already accounted for in computing the interest rate applicable to such LIBOR Fixed Rate Portion; (ii) subject the Bank, this Agreement any Fixed Rate Portion or any LIBOR the Note to the extent it evidences such a Portion to any tax (including, without limitation, any United States interest equalization tax or similar tax however named applicable to the acquisition or holding of debt obligations and any interest or penalties with respect thereto), duty, charge, stamp tax, fee, deduction or withholding in respect of this Agreement Agreement, any Fixed Rate Portion or any LIBOR the Note to the extent it evidences such a Portion, except such taxes as may be measured by the overall net income or gross receipts of the Bank or its lending branches and imposed by the jurisdiction, or any political subdivision or taxing authority thereof, in which the Bank's ’s principal executive office or its lending branch is located; (iii) change the basis of taxation of payments of principal and interest due from the Customer Company to the Bank hereunder or under the Note to the extent it evidences any Fixed Rate Portion (other than by a change in taxation of the overall net income or gross receipts of the Bank); or (iv) impose on the Bank any penalty with respect to the foregoing or any other condition regarding this Agreement Agreement, its disbursement, any Fixed Rate Portion or the Note to the extent it evidences any LIBOR Fixed Rate Portion, ; and the Bank shall determine reasonably and in good faith that the result of any of the foregoing is to increase the cost (whether by incurring a cost or adding to a cost) to the Bank of creating or maintaining any LIBOR Fixed Rate Portion hereunder or to reduce the amount of principal or interest received or receivable by the Bank (without benefit of, or credit for, any prorations, exemption, credits or other offsets available under any such laws, treaties, regulations, guidelines or interpretations thereof), then the Customer Company shall pay on demand (which need not but may at the Bank's option be combined with a demand for repayment of the Loans) to the Bank from time to time as specified by the Bank such additional amounts as the Bank shall reasonably determine are sufficient to compensate and indemnify it for such increased cost or reduced amount. If the Bank makes such a claim for compensation, it shall provide to the Customer Company a certificate setting forth the computation of the increased cost or reduced amount as a result of any event mentioned herein in reasonable detail and such certificate shall be conclusive if reasonably determinedprima facie correct. Section 2.7.

Taxes and Increased Costs. With respect to any LIBOR Portion, if the Bank Lender shall determine that any change in any applicable law, treaty, regulation or guideline (including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System) or any new law, treaty, regulation or guideline, or any interpretation of any of the foregoing by any governmental authority charged with the administration thereof or any central bank or other fiscal, monetary or other authority having jurisdiction over the Bank Lender or its lending branch or the LIBOR Portions contemplated hereby (whether or not having the force of law), shall: (i) impose, increase, or deem applicable any reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of, or loans by, or any other acquisition of funds or disbursements by, the Bank Lender which is not in any instance already accounted for in computing the interest rate applicable to such LIBOR Portion; (ii) subject the BankLender, this Agreement or any LIBOR Portion to any tax (including, without limitation, any United States interest equalization tax or similar tax however named applicable to the acquisition or holding of debt obligations and any interest or penalties with respect thereto), duty, charge, stamp tax, fee, deduction or withholding in respect of this Agreement or any LIBOR Portion, except such taxes as may be measured by the overall net income or gross receipts of the Bank Lender or its lending branches and imposed by the jurisdiction, or any political subdivision or taxing authority thereof, in which the Bank's Lender’s principal executive office or its lending branch is located; (iii) change the basis of taxation of payments of principal and interest due from the Customer Borrower to the Bank Lender hereunder (other than by a change in taxation of the overall net income or gross receipts of the BankLender); or (iv) impose on the Bank Lender any penalty with respect to the foregoing or any other condition regarding this Agreement or any LIBOR Portion, and the Bank Lender shall determine that the result of any of the foregoing is to increase the cost (whether by incurring a cost or adding to a cost) to the Bank Lender of creating or maintaining any LIBOR Portion hereunder or to reduce the amount of principal or interest received or receivable by the Bank Lender (without benefit of, or credit for, any prorations, exemption, credits or other offsets available under any such laws, treaties, regulations, guidelines or interpretations thereof), then the Customer Borrower shall pay on demand (which need not but may at the Bank's Lender’s option be combined with a demand for repayment of the LoansAdvances) to the Bank Lender from time to time as specified by the Bank Lender such additional amounts as the Bank Lender shall reasonably determine are sufficient to compensate and indemnify it for such increased cost or reduced amount. If the Bank Lender makes such a claim for compensation, it shall provide to the Customer Borrower a certificate setting forth the computation of the increased cost or reduced amount as a result of any event mentioned herein in reasonable detail and such certificate shall be conclusive if reasonably determinedand binding for all purposes, absent manifest error.