Common use of Change in Law; Increased Cost Clause in Contracts

Change in Law; Increased Cost. If any change in any law or regulation or in the interpretation thereof by any court or other Governmental Authority charged with the administration thereof shall either (a) impose, modify or deem applicable any reserve, special deposit or similar requirement against Letters of Credit issued by the Appropriate Letter of Credit Issuer, or (b) impose on the Appropriate Letter of Credit Issuer or any of the Agents or Lenders any other condition regarding this Agreement or any Letter of Credit, and the result of any event referred to in clauses (a) or (b) above shall be to increase the cost to the Appropriate Letter of Credit Issuer of issuing, maintaining or extending the Letter of Credit or the cost to any of the Lenders of funding any obligation under or in connection with the Letter of Credit (which increase in cost shall be the result of the Appropriate Letter of Credit Issuer's reasonable allocation of the aggregate of such cost increases resulting from such events), then, upon demand by the Appropriate Letter of Credit Issuer, the Borrowers shall immediately pay to the Appropriate Letter of Credit Issuer from time to time as specified by the Appropriate Letter of Credit Issuer, additional amounts which shall be sufficient to compensate the Appropriate Letter of Credit Issuer, the Agents and the Lenders for such increased cost, together with interest on each such amount from the date demanded until payment in full thereof at a rate per annum equal to the then highest current rate of interest on the Revolving Loan. A certificate as to such increased cost incurred by the Appropriate Letter of Credit Issuer and/or any of the Lenders or Agents, submitted by the Administrative Agent to the Borrowers, shall be conclusive, absent manifest error. Notwithstanding the foregoing, each Lender hereby agrees to (i) use good faith efforts to change its Appropriate Payment Office, if such change (A) would eliminate the necessity for the payment of such additional amounts and (B) not have an adverse effect on such Lender and (ii) treat the Borrowers in substantially the same manner as it treats all similarly situated borrowers with respect to the requirement to pay such additional amounts.

Change in Law; Increased Cost. If If, after the date hereof, the adoption of any applicable law, rule, or regulation, or any change in any law applicable law, rule, or regulation regulation, or any change in the interpretation or administration thereof by any court Governmental Authority, central bank, or other Governmental Authority comparable agency charged with the interpretation or administration thereof thereof, or compliance by any Lender or the Letter of Credit Issuer (or its respective Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank, or comparable agency: (i) shall either subject such Lender or the Letter of Credit Issuer (aor its Applicable Lending Office) to any tax, duty, or other charge with respect to any LIBOR Loans, Letters of Credit, its Note, or its obligation to make LIBOR Loans, or issue Letters of Credit, or change the basis of taxation of any amounts payable to such Lender or the Letter of Credit Issuer (or its respective Applicable Lending Office) under this Credit Agreement or its Note in respect of any LIBOR Loans, or Letters of Credit (other than taxes imposed on the overall net income of such Lender or the Letter of Credit Issuer by the jurisdiction in which such Lender has been incorporated, created, or organized or has its principal office or such Applicable Lending Office); (ii) shall impose, modify modify, or deem applicable any reserve, special deposit deposit, assessment, compulsory loan, or similar requirement against (other than the LIBOR Reserve Requirement utilized in the determination of the Adjusted LIBOR Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender, the Letter of Credit Issuer (or its respective Applicable Lending Office), including the Commitment of such Lender hereunder; (iii) shall increase the amount of capital required or expected to be maintained or funded by the Letter of Credit Issuer or any Lender and applicable to banks generally in relation to the Letters of Credit issued by the Appropriate Letter of Credit Issuer, or (b) impose on the Appropriate Letter of Credit Issuer or imposed upon any Lender by virtue of its participation arrangement provided in SECTION 2.8(c) hereof; or (iv) shall impose on such Lender, the Letter of Credit Issuer (or its respective Applicable Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Credit Agreement or its Note or any of such extensions of credit or liabilities or commitments; and the result of any of the Agents foregoing is to increase the cost to such Lender or Lenders the Letter of Credit Issuer (or its respective Applicable Lending Office) of making, Converting into, Continuing, or maintaining any other condition regarding LIBOR Loans, or participating in the Letters of Credit, or to reduce any sum received or receivable by such Lender or the Letter of Credit Issuer (or its respective Applicable Lending Office) under this Credit Agreement or its Note, with respect to any LIBOR Loans or any Letter of Credit, and the result of any event referred to in clauses (a) or (b) above then Borrower shall be to increase the cost to the Appropriate Letter of Credit Issuer of issuing, maintaining or extending the Letter of Credit or the cost to any of the Lenders of funding any obligation under or in connection with the Letter of Credit (which increase in cost shall be the result of the Appropriate Letter of Credit Issuer's reasonable allocation of the aggregate of such cost increases resulting from such events), then, upon demand by the Appropriate Letter of Credit Issuer, the Borrowers shall immediately pay to the Appropriate Letter of Credit Issuer from time to time such Lender such amount or amounts as specified by the Appropriate Letter of Credit Issuer, additional amounts which shall be sufficient to will compensate the Appropriate Letter of Credit Issuer, the Agents and the Lenders such Lender for such increased costcost or reduction (provided, together however, that such amounts shall be consistent with interest on each amounts that such amount from the date demanded until payment in full thereof at a rate per annum equal Lender is generally charging other borrowers similarly situated to the then highest current rate of interest on the Revolving Loan. A certificate as to such increased cost incurred by the Appropriate Letter of Credit Issuer and/or any of the Lenders or Agents, submitted by the Administrative Agent to the Borrowers, shall be conclusive, absent manifest error. Notwithstanding the foregoing, each Lender hereby agrees to (i) use good faith efforts to change its Appropriate Payment Office, if such change Borrower): (A) would eliminate promptly on demand, to the necessity for extent that funds are available in the payment of such additional amounts Subscription Account or any other account maintained by Borrower; and (B) not have an adverse effect on such Lender and (ii) treat the Borrowers in substantially the same manner as it treats all similarly situated borrowers with respect otherwise, to the requirement extent that it is necessary for Borrower to pay issue a Capital Call Notice to fund such additional amountsrequired payment, within fifteen (15) Business Days after demand (but, in any event, Borrower shall issue such Capital Call Notice and shall make such payment promptly after the related Capital Contributions are received).

Change in Law; Increased Cost. If Notwithstanding any other provision herein, if after the date of this Agreement any change in any applicable law or regulation or in the interpretation or administration thereof by any court or other Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall either change the basis of taxation of payments to any Issuing Bank or any Lender hereunder (a) imposeexcept for changes in respect of taxes on the overall net income of such Issuing Bank or such Lender or its lending office imposed by the jurisdiction in which its principal executive office or lending office is located), modify or deem applicable shall result in the imposition, modification or applicability of any reservereserve (including, without limitation, any reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits), special deposit or similar requirement against Letters assets of, deposits with or for the account of Credit issued or credit extended by the Appropriate Letter of Credit Issuerany Lender or any Issuing Bank, or (b) impose shall result in the imposition on the Appropriate Letter of Credit Issuer any Lender, any Issuing Bank or any of interbank market utilized to determine the Agents rate hereunder or Lenders any other condition regarding affecting this Agreement Agreement, such Lender’s Commitment, any Loan made by such Lender or any Letter of CreditCredit or participation interest therein, and the result of any event referred to in clauses (a) or (b) above of the foregoing shall be to increase the cost to the Appropriate Letter such Lender or such Issuing Bank of Credit Issuer of making or maintaining any Loan or issuing, maintaining or extending the participating in any Letter of Credit or to reduce the cost amount of any sum received or receivable by such Lender or Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or the Issuing Bank to any be material, then the Borrower shall, upon receipt of the Lenders of funding any obligation under or notice and certificate provided for in connection with the Letter of Credit (which increase in cost shall be the result of the Appropriate Letter of Credit Issuer's reasonable allocation of the aggregate of such cost increases resulting from such eventsSection 2.11(c), then, upon demand by the Appropriate Letter of Credit Issuer, the Borrowers shall immediately promptly pay to the Appropriate Letter of Credit Issuer from time to time such Lender or Issuing Bank, as specified by the Appropriate Letter of Credit Issuerapplicable, such additional amount or amounts which shall be sufficient to as will compensate the Appropriate Letter of Credit Issuer, the Agents and the Lenders such Lender or Issuing Bank for such increased cost, together with interest on each such amount from the date demanded until payment in full thereof at a rate per annum equal to the then highest current rate of interest on the Revolving Loan. A certificate as to such increased cost additional costs incurred by the Appropriate Letter of Credit Issuer and/or any of the Lenders or Agents, submitted by the Administrative Agent to the Borrowers, shall be conclusive, absent manifest error. Notwithstanding the foregoing, each Lender hereby agrees to (i) use good faith efforts to change its Appropriate Payment Office, if such change (A) would eliminate the necessity for the payment of such additional amounts and (B) not have an adverse effect on such Lender and (ii) treat the Borrowers in substantially the same manner as it treats all similarly situated borrowers with respect to the requirement to pay such additional amountsreduction suffered.

Change in Law; Increased Cost. If Notwithstanding any other provision herein, if after the date of this Agreement any change in any applicable law or regulation or in the interpretation or administration thereof by any court or other Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall either change the basis of taxation of payments to any Issuing Bank or any Lender hereunder (a) imposeexcept for changes in respect of taxes on the overall net income of such Issuing Bank or such Lender or its lending office imposed by the jurisdiction in which its principal executive office or lending office is located), modify or deem applicable shall result in the imposition, modification or applicability of any reserve, special deposit or similar requirement against Letters assets of, deposits with or for the account of Credit issued or credit extended by the Appropriate Letter of Credit Issuerany Lender or any Issuing Bank, or (b) impose shall result in the imposition on the Appropriate Letter of Credit Issuer any Lender, any Issuing Bank or any of interbank market utilized to determine the Agents rate hereunder or Lenders any other condition regarding affecting this Agreement Agreement, such Lender's Commitment, any Loan made by such Lender or any Letter of CreditCredit or participation interest therein, and the result of any event referred to in clauses (a) or (b) above of the foregoing shall be to increase the cost to the Appropriate Letter such Lender or such Issuing Bank of Credit Issuer of making or maintaining any Loan or issuing, maintaining or extending the participating in any Letter of Credit or to reduce the cost amount of any sum received or receivable by such Lender or Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or the Issuing Bank to any be material, then the Borrower shall, upon receipt of the Lenders of funding any obligation under or notice and certificate provided for in connection with the Letter of Credit (which increase in cost shall be the result of the Appropriate Letter of Credit Issuer's reasonable allocation of the aggregate of such cost increases resulting from such eventsSection 2.11(c), then, upon demand by the Appropriate Letter of Credit Issuer, the Borrowers shall immediately promptly pay to the Appropriate Letter of Credit Issuer from time to time such Lender or Issuing Bank, as specified by the Appropriate Letter of Credit Issuerapplicable, such additional amount or amounts which shall be sufficient to as will compensate the Appropriate Letter of Credit Issuer, the Agents and the Lenders such Lender or Issuing Bank for such increased cost, together with interest on each such amount from the date demanded until payment in full thereof at a rate per annum equal to the then highest current rate of interest on the Revolving Loan. A certificate as to such increased cost additional costs incurred by the Appropriate Letter of Credit Issuer and/or any of the Lenders or Agents, submitted by the Administrative Agent to the Borrowers, shall be conclusive, absent manifest error. Notwithstanding the foregoing, each Lender hereby agrees to (i) use good faith efforts to change its Appropriate Payment Office, if such change (A) would eliminate the necessity for the payment of such additional amounts and (B) not have an adverse effect on such Lender and (ii) treat the Borrowers in substantially the same manner as it treats all similarly situated borrowers with respect to the requirement to pay such additional amountsreduction suffered.

Change in Law; Increased Cost. If Notwithstanding any other provision herein, if after the date of this Agreement any change in any applicable law or regulation or in the interpretation or administration thereof by any court or other Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall either change the basis of taxation of payments to any Issuing Bank or any Lender hereunder (a) imposeexcept for changes in respect of taxes on the overall net income of such Issuing Bank or such Lender or its lending office imposed by the jurisdiction in which its principal executive office or lending office is located), modify or deem applicable shall result in the imposition, modification or applicability of any reserve, special deposit or similar requirement against Letters assets of, deposits with or for the account of Credit issued or credit extended by the Appropriate Letter of Credit Issuerany Lender or any Issuing Bank, or (b) impose shall result in the imposition on the Appropriate Letter of Credit Issuer any Lender, any Issuing Bank or any of interbank market utilized to determine the Agents rate hereunder or Lenders any other condition regarding affecting this Agreement Agreement, such Lender’s Commitment, any Loan made by such Lender or any Letter of CreditCredit or participation interest therein, and the result of any event referred to in clauses (a) or (b) above of the foregoing shall be to increase the cost to the Appropriate Letter such Lender or such Issuing Bank of Credit Issuer of making or maintaining any Loan or issuing, maintaining or extending the participating in any Letter of Credit or to reduce the cost amount of any sum received or receivable by such Lender or Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or the Issuing Bank to any be material, then the Borrower shall, upon receipt of the Lenders of funding any obligation under or notice and certificate provided for in connection with the Letter of Credit (which increase in cost shall be the result of the Appropriate Letter of Credit Issuer's reasonable allocation of the aggregate of such cost increases resulting from such eventsSection 2.11(c), then, upon demand by the Appropriate Letter of Credit Issuer, the Borrowers shall immediately promptly pay to the Appropriate Letter of Credit Issuer from time to time such Lender or Issuing Bank, as specified by the Appropriate Letter of Credit Issuerapplicable, such additional amount or amounts which shall be sufficient to as will compensate the Appropriate Letter of Credit Issuer, the Agents and the Lenders such Lender or Issuing Bank for such increased cost, together with interest on each such amount from the date demanded until payment in full thereof at a rate per annum equal to the then highest current rate of interest on the Revolving Loan. A certificate as to such increased cost additional costs incurred by the Appropriate Letter of Credit Issuer and/or any of the Lenders or Agents, submitted by the Administrative Agent to the Borrowers, shall be conclusive, absent manifest error. Notwithstanding the foregoing, each Lender hereby agrees to (i) use good faith efforts to change its Appropriate Payment Office, if such change (A) would eliminate the necessity for the payment of such additional amounts and (B) not have an adverse effect on such Lender and (ii) treat the Borrowers in substantially the same manner as it treats all similarly situated borrowers with respect to the requirement to pay such additional amountsreduction suffered.