Common use of Increased Costs Due to Change in Law Clause in Contracts

Increased Costs Due to Change in Law. If any law or ------------------------------------ regulation, any change in any law or regulation, or any interpretation thereof by any court or administrative or governmental authority charged or claiming to be charged with the administration thereof, or any change in generally accepted accounting principles applicable to the Bank, shall (a) impose, modify or make applicable any reserve, special deposit or similar requirement against letters of credit issued by, assets held by, or deposits with or for the account of the Bank or with respect to this Agreement, the Letter of Credit or any Related Document or any transactions hereunder or thereunder, (b) impose on the Bank any other condition regarding this Agreement, the Letter of Credit or any Related Document, or (c) subject the Bank to any tax, charge, fee, deduction or withholding of any kind whatsoever, and the result of any such event, or any similar measure, shall be to increase the cost to the Bank of issuing or maintaining the Letter of Credit (which increase in cost shall be the result of the reasonable allocation by the Bank of the aggregate of such cost increases resulting from such events) or reduce the amount of principal of, interest on, or any fee or compensation receivable by the Bank in respect of, the Letter of Credit or this Agreement, upon demand by the Bank, the Corporation shall promptly pay to the Bank, from time to time as specified by the Bank, such additional amounts as shall, in the reasonable judgment of the Bank, be sufficient to compensate the Bank for such increased costs or reductions together with interest on each such amount from the date demanded until payment in full thereof at the rate set forth in Section 2.4(f) hereof. The obligations of the Corporation under this Section 2.7 shall survive the cancellation or expiration of the Letter of Credit. For the purpose of this Section any reference to the Bank shall be deemed to include any Person to whom the Bank has sold a participation in the Letter of Credit.

Increased Costs Due to Change in Law. If any law or ------------------------------------ regulation, any change in any law law, regulation or regulationofficial directive of any international, federal, state or any local governmental authority (whether or not having the force of law) or in the interpretation thereof by any court or administrative agency or governmental compliance by the Bank with any lawful request, law, regulation or directive from any applicable fiscal or monetary authority charged (whether or claiming to be charged with not having the administration thereof, or any change in generally accepted accounting principles applicable to the Bank, force of law) shall either: (a) impose, modify or make render applicable any reserve, special deposit or similar requirement against letters of credit issued by, assets held by, or deposits with or for the account of by the Bank or require the inclusion of such letters of credit in any analysis of minimum capital requirements or capital adequacy; or (b) subject the Bank to any tax with respect to such letters of credit or any amount payable under this Agreement, the Letter of Credit Agreement (other than a tax on the overall net income of the Bank) imposed by the United States of America or any Related Document or any transactions hereunder or thereunder, the State; or (bc) impose on the Bank any other condition regarding this Agreement, Letter of Credit Agreement or the Letter of Credit or any Related Document, or (c) subject the Bank to any tax, charge, fee, deduction or withholding of any kind whatsoeverCredit, and the result of any such event, or any similar measure, event shall be be: (i) to increase the cost to the Bank of issuing or maintaining the Letter of Credit or any renewal thereof or of making, funding or maintaining the whole or any part of any unpaid drawing under the Letter of Credit (which increase in cost shall be determined by the result of the Bank’s reasonable allocation by the Bank of the aggregate of such cost increases resulting from such events); or (ii) or to reduce the amount of principal of, interest on, any sum received or any fee or compensation receivable by the Bank in respect of, under this Letter of Credit Agreement or to require the Bank to make any payment or forego any interest; or (iii) to reduce the rate of return on the Bank’s capital as a result of issuing or maintaining the Letter of Credit or this Agreementand/or any renewals thereof (which reduction shall be determined by the Bank in accordance with the Bank’s policies concerning capital adequacy), then and in each such case, upon demand by the Bank, the Corporation Borrower shall promptly pay to the Bank, from time to time as specified by the Bank, such additional amounts as shall, in the reasonable judgment of the Bank, which shall be sufficient to compensate the Bank for such increased costs cost, reduction, payment or reductions foregone interest, together with interest on each such amount from the date demanded until payment in full thereof at the rate set forth Reimbursement Rate. A certificate as to such increased cost, reduction, payment or foregone interest as a result of any such event, submitted in Section 2.4(f) hereof. The obligations of good faith by the Corporation under this Section 2.7 shall survive the cancellation or expiration of the Letter of Credit. For the purpose of this Section any reference Bank to the Bank Borrower, shall be deemed conclusive evidence of such additional amounts to include any Person be paid by the Borrower and the basis therefor, absent manifest error as to whom the Bank has sold a participation in the Letter of Creditamount thereof.

Increased Costs Due to Change in Law. If any law or ------------------------------------ regulation, any change in any law ------------------------------------ or regulation, regulation or any in the interpretation thereof by any court or administrative or governmental authority charged or claiming to be charged with the administration thereof, or any change in generally accepted accounting principles applicable to the Bank, agency shall either (ai) impose, modify or make deem applicable any reserve, special deposit or similar requirement against or in connection with letters of credit issued by, assets held by, or deposits with or for the account of by the Bank or against commitments by any Participant in connection with respect participation in letters of credit similar to this Agreementthe commitment made by such Participant under its participation agreement with the Bank, the Letter of Credit if any, or any Related Document or any transactions hereunder or thereunder, (bii) impose on the Bank or any Participant any other condition regarding this Agreement, Agreement or the Letter of Credit (other than changes in the rates of income taxation generally applicable to the Bank or any Related Document, or (c) subject the Bank to any tax, charge, fee, deduction or withholding of any kind whatsoeverParticipant), and the result of any such event, or any similar measure, event shall be to increase the cost to the Bank of issuing or maintaining the Letter of Credit or to increase the costs to any Participant of maintaining its commitments under its participation agreement (which increase in cost shall be determined by the result of the Bank's or such Participant's reasonable allocation by the Bank of the aggregate of such cost increases resulting from such events), then (a) or reduce the amount of principal of, interest on, or any fee or compensation receivable by the Bank in respect ofor the Participant (as the case may be) shall so notify the Borrower, and (b) upon receipt of such notice from the Bank or the Participant (as the case may be), the Letter of Credit or this Agreement, upon demand by the Bank, the Corporation Borrower shall promptly pay to the Bank, Bank or to the Participant (as the case may be) from time to time as specified by the Bank, such Bank or the Participant (as the case may be) additional amounts as shall, in the reasonable judgment of the Bank, which shall be sufficient to compensate the Bank or the Participant (as the case may be) for such increased costs or reductions costs, together with interest on each such amount for the period from the date demanded of such notice until payment in full thereof at the rate set Prime Rate plus two percent (2%) (computed on the basis of a year of 360 days but calculated on the actual number of days outstanding). A certificate setting forth in Section 2.4(f) hereof. The obligations reasonable detail such increased cost incurred by the Bank or the Participant as a result of any such event, submitted by the Corporation under this Section 2.7 shall survive Bank or the cancellation or expiration of the Letter of Credit. For the purpose of this Section any reference Participant to the Bank Borrower, shall be deemed prima facie evidence, absent manifest ----- ----- error, as to include any Person to whom the Bank has sold a participation in the Letter of Creditamount thereof.

Increased Costs Due to Change in Law. If any law or ------------------------------------ regulation, any change in any law law, regulation or regulationofficial directive of any international, federal, state or any local governmental authority (whether or not having the force of law) or in the interpretation thereof by any court or administrative agency or governmental compliance by the Bank with any lawful request, law, regulation or directive from any applicable fiscal or monetary authority charged (whether or claiming to be charged with not having the administration thereof, or any change in generally accepted accounting principles applicable to the Bank, force of law) shall either: (a) impose, modify or make render applicable any reserve, special deposit or similar requirement against letters of credit issued by, assets held by, or deposits with or for the account of by the Bank or require the inclusion of such letters of credit in any analysis of minimum capital requirements or capital adequacy; or (b) subject the Bank to any tax with respect to this Agreement, such letters of credit or any amount payable under the Letter of Credit Agreements (other than a tax on the overall net income of the Bank) imposed by the United States of America or any Related Document or any transactions hereunder or thereunder, the State; or (bc) impose on the Bank any other condition regarding this Agreement, the Letter of Credit Agreements or any Related Document, or (c) subject the Bank to any tax, charge, fee, deduction or withholding Letters of any kind whatsoeverCredit, and the result of any such event, or any similar measure, event shall be be: (i) to increase the cost to the Bank of issuing or maintaining the Letter Letters of Credit or any renewal thereof or of making, funding or maintaining the whole or any part of any unpaid drawing under the Letters of Credit (which increase in cost shall be determined by the result of the Bank’s reasonable allocation by the Bank of the aggregate of such cost increases resulting from such events); or (ii) or to reduce the amount of principal of, interest on, any sum received or any fee or compensation receivable by the Bank in respect of, under the Letter of Credit Agreements or this Agreementto require the Bank to make any payment or forego any interest; or (iii) to reduce the rate of return on the Bank’s capital as a result of issuing or maintaining the Letters of Credit and/or any renewals thereof (which reduction shall be determined by the Bank taking into consideration the Bank’s policies concerning capital adequacy), upon then and in each such case, within five (5) days following the Lessee’s receipt of demand by therefor from the Bank, the Corporation Lessee shall promptly pay to the Bank, from time to time as specified by the Bank, such additional amounts as shall, in the reasonable judgment of the Bank, which shall be sufficient to compensate the Bank for such increased costs cost, reduction, payment or reductions foregone interest, together with interest on each such amount from the date demanded until payment in full thereof at the rate set forth Reimbursement Rate. A certificate as to each such increased cost, reduction, payment or foregone interest as a result of any such event, submitted in Section 2.4(f) hereof. The obligations of good faith by the Corporation under this Section 2.7 shall survive the cancellation or expiration of the Letter of Credit. For the purpose of this Section any reference Bank to the Bank Lessee, shall be deemed conclusive evidence of such additional amounts to include any Person be paid by the Lessee and the basis therefor, absent manifest error as to whom the Bank has sold a participation in the Letter of Creditamount thereof.

Increased Costs Due to Change in Law. If any law or ------------------------------------ regulation, any change in any law law, regulation or regulationofficial directive of any international, federal, state or any local governmental authority (whether or not having the force of law) or in the interpretation thereof by any court or administrative agency or governmental compliance by the Bank with any lawful request, law, regulation or directive from any applicable fiscal or monetary authority charged (whether or claiming to be charged with not having the administration thereof, or any change in generally accepted accounting principles applicable to the Bank, force of law) shall either: (a) impose, modify or make render applicable any reserve, special deposit or similar requirement against letters of credit issued by, assets held by, or deposits with or for the account of by the Bank or require the inclusion of such letters of credit in any analysis of minimum capital requirements or capital adequacy; or (b) subject the Bank to any tax with respect to this Agreement, such letters of credit or any amount payable under the Letter of Credit Agreement (other than a tax on the overall net income of the Bank) imposed by the United States of America or any Related Document or any transactions hereunder or thereunder, the State; or (bc) impose on the Bank any other condition regarding this Agreement, the Letter of Credit Agreement or any Related Document, or (c) subject the Bank to any tax, charge, fee, deduction or withholding Letter of any kind whatsoeverCredit, and the result of any such event, or any similar measure, event shall be be: (i) to increase the cost to the Bank of issuing or maintaining the Letter of Credit or any renewal thereof or of making, funding or maintaining the whole or any part of any unpaid drawing under the Letter of Credit (which increase in cost shall be determined by the result of the Bank’s reasonable allocation by the Bank of the aggregate of such cost increases resulting from such events); or (ii) or to reduce the amount of principal of, interest on, any sum received or any fee or compensation receivable by the Bank in respect of, under the Letter of Credit Agreement or this Agreementto require the Bank to make any payment or forego any interest; or (iii) to reduce the rate of return on the Bank’s capital as a result of issuing or maintaining the Letter of Credit and/or any renewals thereof (which reduction shall be determined by the Bank taking into consideration the Bank’s policies concerning capital adequacy), upon then and in each such case, within five (5) days following the Lessee’s receipt of demand by therefor from the Bank, the Corporation Lessee shall promptly pay to the Bank, from time to time as specified by the Bank, such additional amounts as shall, in the reasonable judgment of the Bank, which shall be sufficient to compensate the Bank for such increased costs cost, reduction, payment or reductions foregone interest, together with interest on each such amount from the date demanded until payment in full thereof at the rate set forth Reimbursement Rate. A certificate as to each such increased cost, reduction, payment or foregone interest as a result of any such event, submitted in Section 2.4(f) hereof. The obligations of good faith by the Corporation under this Section 2.7 shall survive the cancellation or expiration of the Letter of Credit. For the purpose of this Section any reference Bank to the Bank Lessee, shall be deemed conclusive evidence of such additional amounts to include any Person be paid by the Lessee and the basis therefor, absent manifest error as to whom the Bank has sold a participation in the Letter of Creditamount thereof.

Increased Costs Due to Change in Law. If any law or ------------------------------------ regulation, any change in any law ------------------------------------ or regulation, regulation or any in the interpretation thereof by any court or administrative or governmental authority charged or claiming to be charged with the administration thereof, or any change in generally accepted accounting principles applicable to the Bank, agency shall either (ai) impose, modify or make deem applicable any reserve, special deposit or similar requirement against or in connection with letters of credit issued by, assets held by, or deposits with or for the account of by the Bank or against commitments by any Participant in connection with respect participation in letters of credit similar to this Agreementthe commitment made by such Participant under its participation agreement with the Bank, the Letter of Credit if any, or any Related Document or any transactions hereunder or thereunder, (bii) impose on the Bank or any Participant any other condition regarding this Agreement, the Agreement or a Letter of Credit (other than changes in the rates of income taxation generally applicable to the Bank or any Related Document, or (c) subject the Bank to any tax, charge, fee, deduction or withholding of any kind whatsoeverParticipant), and the result of any such event, or any similar measure, event shall be to increase the cost to the Bank of issuing or maintaining the such Letter of Credit or to increase the costs to any Participant of maintaining its commitments under its participation agreement (which increase in cost shall be determined by the result of the Bank's or such Participant's reasonable allocation by the Bank of the aggregate of such cost increases resulting from such events), then (a) or reduce the amount of principal of, interest on, or any fee or compensation receivable by the Bank in respect ofor the Participant (as the case may be) shall so notify the Borrower, and (b) upon receipt of such notice from the Bank or the Participant (as the case may be), the Letter of Credit or this Agreement, upon demand by the Bank, the Corporation Borrower shall promptly pay to the Bank, Bank or to the Participant (as the case may be) from time to time as specified by the Bank, such Bank or the Participant (as the case may be) additional amounts as shall, in the reasonable judgment of the Bank, which shall be sufficient to compensate the Bank or the Participant (as the case may be) for such increased costs or reductions costs, together with interest on each such amount for the period from the date demanded of such notice until payment in full thereof at the rate set Prime Rate plus two percent (2%) (computed on the basis of a year of 360 days but calculated on the actual number of days outstanding). A certificate setting forth in Section 2.4(f) hereof. The obligations reasonable detail such increased cost incurred by the Bank or the Participant as a result of any such event, submitted by the Corporation under this Section 2.7 shall survive Bank or the cancellation or expiration of the Letter of Credit. For the purpose of this Section any reference Participant to the Bank Borrower, shall be deemed prima facie evidence, absent manifest ----- ----- error, as to include any Person to whom the Bank has sold a participation in the Letter of Creditamount thereof.

Increased Costs Due to Change in Law. If any law or ------------------------------------ regulation, any change in any law or regulation, regulation or any in the interpretation thereof by any court or administrative or governmental authority charged or claiming to be charged with the administration thereof, or any change in generally accepted accounting principles applicable to the Bank, agency shall either (ai) impose, modify or make deem applicable to the Bank any reservereserve requirement, special deposit requirement or similar requirement against letters of credit issued by, assets held by, or deposits in connection with or for the account of the Bank or with respect to this Agreement, the Letter of Credit or any Related Document or any transactions hereunder or thereunder, (b) impose on issued by the Bank any other condition regarding this Agreement, the Letter of Credit or any Related DocumentBank, or (cii) subject the Bank to any tax, charge, fee, deduction or withholding of any kind whatsoeverin connection with the Letter of Credit (other than changes in the rates of income taxation generally applicable to the Bank); or (iii) impose any condition upon or cause in any manner the addition of any supplement to or increase of any kind to the capital or cost base of the Bank for issuing or maintaining the Letter of Credit that results in an increase in the capital requirement supporting either the Letter of Credit; or (iv) impose upon, modify, require, make or deem applicable to the Bank any capital requirement, increases capital requirement or similar requirement, such as deeming the Letter of Credit to be assets held by the Bank for capital adequacy calculation or other purposes and the result of any such eventthe events described in (i), (ii), (iii) or any similar measure, (iv) shall be to increase the cost in any way to the Bank of issuing or maintaining the Letter of Credit (which increase in cost shall be the result of the reasonable allocation by the Bank of the aggregate of such cost increases resulting from such events) or to reduce the amount payable by the Borrower hereunder or to reduce the return on capital, as a consequence of principal ofissuing or maintaining the Letter of Credit, interest onto a level below that which the Bank could have achieved but for such results, or in any fee or compensation receivable case by such amount as the Bank in respect ofits discretion appropriate, then and in such event, (a) the Letter Bank shall so notify the Borrower, and (b) upon receipt of Credit or this Agreement, upon demand by such notice from the Bank, the Corporation Borrower shall promptly (i) pay to the Bank, Bank from time to time as specified by the Bank, such Bank additional amounts as shall, in the reasonable judgment of the Bank, which shall be sufficient to compensate the Bank for such increased costs or reductions costs, together with interest on each such amount for the period from the date demanded of such notice until payment in full thereof at the rate set forth in Section 2.4(fDefault Interest Rate or (ii) hereof. The cause the original Letter of Credit to be delivered to the Bank and cause the Trustee to release Bank from any and all obligations of the Corporation under this Section 2.7 shall survive the cancellation or expiration of the Letter of Credit. For The Borrower shall cause the purpose Bank to be reimbursed for any additional costs for items described in (i) through (iv) above prior to the time the original Letter of this Section any reference Credit is delivered to the Bank and a release is obtained from Trustee . The Bank (as the case may be) shall provide the Borrower with a certificate regarding a claim for costs under this Section 6.3 and Borrower may have opportunity to review the same. A certificate setting forth in reasonable detail a claim for increased cost under this Section 6.3 incurred by the Bank as a result of any such event and submitted by the Bank to the Borrower, shall be deemed prima facie evidence, absent manifest error, as to include any Person to whom the Bank has sold a participation in the Letter of Creditamount thereof.