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

Increased Costs Due to Changes in Law. (a) If, with respect to Accommodations made after the Closing under the Credit Facilities, or with respect to Accommodations made under the Original Credit Agreement and continued hereunder, due to either: (i) the introduction of, or any change in, or in the interpretation of any Applicable Laws resulting in the imposition or increase of reserve, deposit, capital adequacy or similar requirements in respect of such Advance by any court, central bank or other Governmental Authority charged with the administration thereof; or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority which a Lender, acting reasonably, determines that it is required to comply with, there shall be in the opinion of a Lender, acting reasonably, any increase in the direct cost to that Lender of agreeing to make or making, funding or maintaining the Credit Facilities or such Accommodations, or any reduction in the effective return to that Lender hereunder (excluding, however, any such increase in the direct costs of making Prime Rate Loans or U.S. Base Rate Loans available to the Borrower and any reduction in the effective return to a Lender in respect of Prime Rate Loans or U.S. Base Rate Loans), then, subject to Section 6.3(c), any such Lender shall, following its determination that such increase in its direct costs or reduction in the effective return to it exists, give the Borrower prompt notice of such circumstance and the Borrower shall, within ten (10) Business Days after being notified by a Lender in the manner provided in Section 6.3(b), pay to such Lender, quarterly in arrears, that amount which such Lender, acting reasonably, determines shall compensate such Lender, after taking into account all applicable Taxes, for any such increased costs or reduced returns incurred or suffered by such Lender (the “Additional Compensation”), but any Lender claiming Additional Compensation from the Borrower shall apply its usual policies and procedures in the determination of whether Additional Compensation is payable and, if so, the quantum thereof. The Borrower shall not be obligated to pay any portion of such Additional Compensation accruing under this Section 6.3 in respect of a Credit Facility or any Accommodation (whether made or continued hereunder) for any period prior to the date that is three (3) months prior to the date on which such Lender gives notice to the Borrower that such Additional Compensation is accruing in respect of such Credit Facility or such Accommodation. (b) As soon as practicable after a Lender has determined that it is entitled to Additional Compensation pursuant to Section 6.3(a) in respect of a Credit Facility or an Accommodation (whether made or continued hereunder), such Lender shall notify the Borrower and the Agent and, concurrently with such notification, deliver to the Borrower and the Agent its certificate setting forth the calculation of, and the basis for, such Additional Compensation, which certificate shall be prima facie evidence of the matters stated therein absent manifest error. (c) Each Lender shall use best efforts, without any obligation on the part of such Lender to incur any costs or expenses other than de minimis costs or expenses in furtherance thereof (all of which costs or expenses shall be for the account of the Borrower, subject to the approval of the Borrower with respect to the incurrence of such costs or expenses), to minimize the liability of the Borrower pursuant to this Section 6.3.

Increased Costs Due to Changes in Law. (a) If, with respect to Accommodations made after the Closing under the Credit Facilities, or with respect to Accommodations made under the Original Credit Agreement and continued hereunderEffective Date, due to either: (i) the introduction of, or any change in, or in the interpretation of of, any Applicable Laws Law, resulting in the imposition or increase of reserve, deposit, capital adequacy deposit or similar requirements in respect of such Advance by any court, central bank or other Governmental Authority charged with the administration thereof; or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority (whether having the force of Law or not) which a Lender, acting reasonablyreasonably and in good faith, determines that it is required to comply with, there shall be in the opinion of a Lender, acting reasonably, any increase in the direct cost to that such Lender of agreeing to make available or making, funding or maintaining the Credit Facilities or such Accommodationsany Advance, or any reduction in the effective return to that such Lender hereunder thereunder (excluding, however, any other than a reduction resulting from a higher rate of income taxes or other special tax relating to such increase Lender’s income in the direct costs of making Prime Rate Loans or U.S. Base Rate Loans available to the Borrower and any reduction in the effective return to a Lender in respect of Prime Rate Loans or U.S. Base Rate Loansgeneral), then, subject to Section 6.3(c)paragraph (b) below, any such Lender shall, following its determination that such increase in its direct costs or reduction in the effective return to it exists, give the Borrower prompt notice of such circumstance and the Borrower shall, within ten (10) Business Days 10 days after being notified by a such Lender in the manner provided in Section 6.3(b)of such event, pay to such Lender, Lender quarterly in arrears, that amount (the “Additional Compensation”) which such Lender, acting reasonably, determines shall compensate such Lenderit, after taking into account all applicable Taxes, for any such increased costs or reduced returns incurred or suffered by such Lender (the “Additional Compensation”), but any Lender claiming Additional Compensation from the Borrower shall apply its usual policies and procedures in the determination of whether Additional Compensation is payable and, if so, the quantum thereof. The Borrower shall not be obligated to pay any portion of such Additional Compensation accruing under this Section 6.3 in respect of a Credit Facility or any Accommodation (whether made or continued hereunder) for any period prior to the date that is three (3) months prior to the date on which such Lender gives notice to the Borrower that such Additional Compensation is accruing in respect of such Credit Facility or such AccommodationLender. (b) As soon as practicable after a Lender has determined that it is entitled to If Additional Compensation pursuant is payable, the Borrower shall have the option to Section 6.3(a) in respect prepay or convert to another form of a Advance any amount of the Credit Facility affected thereby, subject to compliance with the applicable conversion and repayment provisions set out herein. If the Additional Compensation relates to outstanding Bankers’ Acceptances or an Accommodation (whether made or continued hereunder)Letters of Credit, such Lender shall notify may require the Borrower and the Agent and, concurrently to deposit in an interest bearing account with such notification, deliver Lender (with interest to accrue for the Borrower and the Agent its certificate setting forth the calculation of, and the basis for, such Additional Compensation, which certificate shall be prima facie evidence benefit of the matters stated therein absent manifest error. (cBorrower) Each Lender shall use best efforts, without any obligation on such amount as may be necessary to fully satisfy the part contingent obligations of such Lender for all outstanding Bankers’ Acceptances or Letters of Credit, as applicable, in accordance with the arrangements set out in Section 4.6 (excepting out all references to incur any costs or expenses other than de minimis costs or expenses in furtherance thereof (all an Event of which costs or expenses shall be for the account of the Borrower, subject to the approval of the Borrower with respect to the incurrence of such costs or expensesDefault), to minimize the liability of the Borrower pursuant to this Section 6.3.

Increased Costs Due to Changes in Law. (a) IfIf the adoption of any applicable Law, regulation, treaty or official directive (whether or not having the force of law) or any change therein or in the interpretation or application thereof by any court or by any Governmental Authority or any other entity charged with respect to Accommodations made the interpretation or administration thereof or compliance by a Lender or its Lender Parent with any request or direction (whether or not having the force of law) of any such court, Governmental Authority or other entity in each case after the Closing under the Credit Facilities, or with respect to Accommodations made under the Original Credit Agreement and continued hereunder, due to eitherEffective Date: (i) subjects such Lender or its Lender Parent to, or causes the introduction withdrawal or termination of a previously granted exemption with respect to, any Taxes (other than Excluded Taxes), or changes the basis of taxation of payments due to such Lender, or increases any existing Taxes (other than Excluded Taxes) on payments of principal, interest or other amounts payable by the Borrower to such Lender under this Agreement; (ii) imposes, modifies or deems applicable any reserve, liquidity, special deposit, regulatory or similar requirement against assets or liabilities held by, or deposits in or for the account of, or any change inloans by such Lender or its Lender Parent, or any acquisition of funds for loans or commitments to fund loans or obligations in the interpretation respect of undrawn, committed lines of credit or in respect of Bankers' Acceptances accepted by such Lender; (iii) imposes on such Lender or its Lender Parent or requires there to be maintained by such Lender or its Lender Parent any Applicable Laws resulting in the imposition or increase of reserve, deposit, capital adequacy or similar additional capital requirements (including a requirement which affects such Lender's or its Lender Parent's allocation of capital resources to its obligations) in respect of any Advance or obligation of such Advance by Lender hereunder, or any court, central bank or other Governmental Authority charged condition with the administration thereofrespect to this Agreement; or (iiiv) directly or indirectly affects the compliance with any guideline or request from any central bank or other Governmental Authority which a Lender, acting reasonably, determines that it is required to comply with, there shall be in the opinion of a Lender, acting reasonably, any increase in the direct cost to that such Lender or its Lender Parent of agreeing to make or makingmaking available, funding or maintaining any Advance (other than Excluded Taxes) or otherwise imposes on such Lender or its Lender Parent any other condition or requirement affecting this Agreement or any Advance or any obligation of such Lender hereunder; and the result of (i), (ii), (iii) or (iv) above, in the sole determination of such Lender acting in good faith, is: (v) to increase the cost to such Lender or its Lender Parent of performing its obligations hereunder with respect to any Advance; (vi) to reduce any amount received or receivable by such Lender or its Lender Parent hereunder or its effective return hereunder or on its capital in respect of any Advance or the Credit Facilities Facility; (vii) to reduce the standby fees payable to such Lender pursuant to Section 3.6; or (viii) to cause such Lender or its Lender Parent to make any payment with respect to or to forego any return on or calculated by reference to, any amount received or receivable by such Accommodations, or any reduction in the effective return to that Lender hereunder (excluding, however, with respect to any Advance or the Credit Facility; such Lender shall determine that amount of money which shall compensate such Lender or its Lender Parent for such increase in the direct costs of making Prime Rate Loans or U.S. Base Rate Loans available cost, payments to the Borrower and any reduction in the effective return to a Lender in respect of Prime Rate Loans or U.S. Base Rate Loans), then, subject to Section 6.3(c), any such Lender shall, following its determination that such increase in its direct costs be made or reduction in the effective income or return or interest foregone (herein referred to it exists, give the Borrower prompt notice of such circumstance and the Borrower shall, within ten (10) Business Days after being notified by as "Additional Compensation"). Upon a Lender in the manner provided in Section 6.3(b), pay to such Lender, quarterly in arrears, that amount which such Lender, acting reasonably, determines shall compensate such Lender, after taking into account all applicable Taxes, for any such increased costs or reduced returns incurred or suffered by such Lender (the “Additional Compensation”), but any Lender claiming Additional Compensation from the Borrower shall apply its usual policies and procedures in the determination of whether Additional Compensation is payable and, if so, the quantum thereof. The Borrower shall not be obligated to pay any portion of such Additional Compensation accruing under this Section 6.3 in respect of a Credit Facility or any Accommodation (whether made or continued hereunder) for any period prior to the date that is three (3) months prior to the date on which such Lender gives notice to the Borrower that such Additional Compensation is accruing in respect of such Credit Facility or such Accommodation. (b) As soon as practicable after a Lender has having determined that it is entitled to Additional Compensation pursuant to Section 6.3(a) in respect accordance with the provisions of a Credit Facility or an Accommodation (whether made or continued hereunder)this Section, such Lender shall promptly so notify the Borrower and the Agent and, concurrently with such notification, deliver to Agent. The relevant Lender shall provide the Borrower and the Agent its with a photocopy of the relevant law, rule, guideline, regulation, treaty or official directive (or, if it is impracticable to provide a photocopy, a written summary of the same) and a certificate of a duly authorized officer of such Lender setting forth the calculation of, Additional Compensation and the basis forof calculation therefor, which shall be conclusive evidence of such Additional Compensation in the absence of manifest error. The Borrower shall pay to such Lender within 10 Banking Days of the giving of such notice such Lender's Additional Compensation, which certificate . Each of the Lenders shall be prima facie evidence entitled to be paid such Additional Compensation from time to time to the extent that the provisions of this Section are then applicable notwithstanding that any Lender has previously been paid any Additional Compensation. (b) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States, Canadian or foreign regulatory authorities, in each case pursuant to Basel III and (ii) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act (United States) and all regulations, requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof shall, in each case, be deemed to be a change in applicable law for purposes of this Section 12.1 regardless of the matters stated therein absent manifest errordate enacted, adopted, issued or implemented. (c) Each Lender shall use best efforts, without any obligation Failure or delay on the part of such any Lender to incur any costs or expenses other than de minimis costs or expenses in furtherance thereof (all of which costs or expenses shall be for the account of the Borrower, subject to the approval of the Borrower with respect to the incurrence of such costs or expenses), to minimize the liability of the Borrower demand compensation pursuant to this Section 6.312.1 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that each Lender agrees that it will not claim Additional Compensation from the Borrower under this Section 12.1 if it is not generally claiming similar compensation from its other customers in similar circumstances or in respect of any period greater than 3 months prior to the delivery of notice in respect thereof by such Lender, unless, in the latter case, the adoption, change or other event or circumstance giving rise to the claim for Additional Compensation is retroactive or is retroactive in effect.

Increased Costs Due to Changes in Law. (a) If, with respect to Accommodations Advances made after the Closing Effective Time under the Credit Facilities, or with respect to Accommodations made under the Original Credit Agreement and continued hereunderFacility, due to either: (i) the introduction of, or any change in, or in the interpretation of any Applicable Laws after the date of this Agreement resulting in the -57- Execution Form CAL_LAW\ 1265540\5 imposition or increase of reserve, deposit, capital adequacy or similar requirements in respect of such Advance by any court, central bank or other Governmental Authority charged with the administration thereof; or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority made after the date of this Agreement which a Lender, acting reasonably, determines that it is required to comply with, ; there shall be in the opinion of a Lender, acting reasonably, any increase in the direct cost to that Lender of agreeing to make or making, funding or maintaining the Credit Facilities Facility or such AccommodationsAdvance, or any reduction in the effective return to that Lender hereunder (excluding, however, any such increase in the direct costs of making Prime Rate Loans or U.S. Base Rate Loans available to the Borrower and any reduction in the effective return to a Lender in respect of Prime Rate Loans or U.S. Base Rate Loans), then, subject to Section 6.3(c), any such Lender shall, following its determination that such increase in its direct costs or reduction in the effective return to it exists, give the Borrower prompt notice of such circumstance and the Borrower shall, within ten (10) Business Days after being notified by a Lender in the manner provided in Section 6.3(b), pay to such Lender, quarterly in arrears, that amount which such Lender, acting reasonably, determines shall compensate such Lender, after taking into account all applicable Taxes, for any such increased costs or reduced returns incurred or suffered by such Lender (the “"Additional Compensation”"), but any Lender claiming Additional Compensation from the Borrower shall apply its usual policies and procedures in the determination of whether Additional Compensation is payable and, if so, the quantum thereof. The Borrower shall not be obligated to pay any portion of such Additional Compensation accruing under this Section 6.3 in respect of a the Credit Facility or any Accommodation Advance (whether made or continued hereunder) for any period prior to the date that is three (3) months prior to the date on which such Lender gives notice to the Borrower that such Additional Compensation is accruing in respect of such the Credit Facility or such AccommodationAdvance. (b) As soon as practicable after a Lender has determined that it is entitled to Additional Compensation pursuant to Section 6.3(a) in respect of a the Credit Facility or an Accommodation Advance (whether made or continued hereunder), such Lender shall notify the Borrower and the Agent and, concurrently with such notification, deliver to the Borrower and the Agent its certificate setting forth the calculation of, and the basis for, such Additional Compensation, which certificate shall be prima facie evidence of the matters stated therein absent manifest error. (c) Each Lender shall use best efforts, without any obligation on the part of such Lender to incur any costs or expenses other than de minimis costs or expenses in furtherance thereof (all of which costs or expenses shall be for the account of the Borrower, subject to the approval of the Borrower with respect to the incurrence of such costs or expenses), to minimize the liability of the Borrower pursuant to this Section 6.3.

Increased Costs Due to Changes in Law. { TC } (a) If, with respect to Accommodations Advances made after the Closing Effective Time under the either Credit Facilities, or with respect to Accommodations made under the Original Credit Agreement and continued hereunderFacility, due to either: (i) the introduction of, or any change in, or in the interpretation of any Applicable Laws after the date of this Agreement resulting in the imposition or increase of reserve, deposit, capital adequacy or similar requirements in respect of such Advance by any court, central bank or other Governmental Authority charged with the administration thereof; or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority made after the date of this Agreement which a Lender, acting reasonably, determines that it is required to comply with, ; there shall be in the opinion of a Lender, acting reasonably, any increase in the direct cost to that Lender of agreeing to make or making, funding or maintaining the such Credit Facilities Facility or such AccommodationsAdvance, or any reduction in the effective return to that Lender hereunder (excluding, however, any such increase in the direct costs of making Prime Rate Loans or U.S. Base Rate Loans available to the Borrower and any reduction in the effective return to a Lender in respect of Prime Rate Loans or U.S. Base Rate Loans), then, subject to Section 6.3(c), any such Lender shall, following its determination that such increase in its direct costs or reduction in the effective return to it exists, give the Borrower prompt notice of such circumstance and the Borrower shall, within ten (10) Business Days after being notified by a Lender in the manner provided in Section 6.3(b), pay to such Lender, quarterly in arrears, that amount which such Lender, acting reasonably, determines shall compensate such Lender, after taking into account all applicable Taxes, for any such increased costs or reduced returns incurred or suffered by such Lender (the “"Additional Compensation”"), but any Lender claiming Additional Compensation from the Borrower shall apply its usual policies and procedures in the determination of whether Additional Compensation is payable and, if so, the quantum thereof. The Borrower shall not be obligated to pay any portion of such Additional Compensation accruing under this Section 6.3 in respect of a the Credit Facility Facilities or any Accommodation Advance (whether made or continued hereunder) for any period prior to the date that is three (3) months prior to the date on which such Lender gives notice to the Borrower that such Additional Compensation is accruing in respect of such the Credit Facility Facilities or such AccommodationAdvance. (b) As soon as practicable after a Lender has determined that it is entitled to Additional Compensation pursuant to Section 6.3(a) in respect of a either of the Credit Facility Facilities or an Accommodation Advance (whether made or continued hereunder), such Lender shall notify the Borrower and the Agent and, concurrently with such notification, deliver to the Borrower and the Agent its certificate setting forth the calculation of, and the basis for, such Additional Compensation, which certificate shall be prima facie evidence of the matters stated therein absent manifest error. (c) Each Lender shall use best efforts, without any obligation on the part of such Lender to incur any costs or expenses other than de minimis costs or expenses in furtherance thereof (all of which costs or expenses shall be for the account of the Borrower, subject to the approval of the Borrower with respect to the incurrence of such costs or expenses), to minimize the liability of the Borrower pursuant to this Section 6.3.

Increased Costs Due to Changes in Law. (a) If, with respect to Accommodations made after the Closing under the Credit Facilities, or with respect to Accommodations made under the Original Credit Agreement and continued hereunder, due to either: (i) the introduction of, or any change in, or in the interpretation of any Applicable Laws resulting in the imposition or increase of reserve, deposit, capital adequacy or similar requirements in respect of such Advance by any court, central bank or other Governmental Authority charged with the administration thereof; or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority which a Lender, acting reasonably, determines that it is required to comply with, there shall be in the opinion of a Lender, acting reasonably, any increase in the direct cost to that Lender of agreeing to make or making, funding or maintaining the Credit Facilities or such Accommodations, or any reduction in the effective return to that Lender hereunder (excluding, however, any such increase in the direct costs of making Prime Rate Loans or U.S. Base Rate Loans available to the Borrower and any reduction in the effective return to a Lender in respect of Prime Rate Loans or U.S. Base Rate Loans), then, subject to Section 6.3(c7.3(c), any such Lender shall, following its determination that such increase in its direct costs or reduction in the effective return to it exists, give the Borrower prompt notice of such circumstance and the Borrower shall, within ten (10) Business Days after being notified by a Lender in the manner provided in Section 6.3(b7.3(b), pay to such Lender, quarterly in arrears, that amount which such Lender, acting reasonably, determines shall compensate such Lender, after taking into account all applicable Taxes, for any such increased costs or reduced returns incurred or suffered by such Lender (the “Additional Compensation”), but any Lender claiming Additional Compensation from the Borrower shall apply its usual policies and procedures in the determination of whether Additional Compensation is payable and, if so, the quantum thereof. The Borrower shall not be obligated to pay any portion of such Additional Compensation accruing under this Section 6.3 7.3 in respect of a Credit Facility or any Accommodation (whether made or continued hereunder) for any period prior to the date that is three (3) months prior to the date on which such Lender gives notice to the Borrower that such Additional Compensation is accruing in respect of such Credit Facility or such Accommodation. (b) As soon as practicable after a Lender has determined that it is entitled to Additional Compensation pursuant to Section 6.3(a7.3(a) in respect of a Credit Facility or an Accommodation (whether made or continued hereunder), such Lender shall notify the Borrower and the Agent and, concurrently with such notification, deliver to the Borrower and the Agent its certificate setting forth the calculation of, and the basis for, such Additional Compensation, which certificate shall be prima facie evidence of the matters stated therein absent manifest error. (c) Each Lender shall use best efforts, without any obligation on the part of such Lender to incur any costs or expenses other than de minimis costs or expenses in furtherance thereof (all of which costs or expenses shall be for the account of the Borrower, subject to the approval of the Borrower with respect to the incurrence of such costs or expenses), to minimize the liability of the Borrower pursuant to this Section 6.37.3.

Increased Costs Due to Changes in Law. (a) If, with respect to Accommodations Advances made after the Closing Effective Time under the either Credit Facilities, or with respect to Accommodations made under the Original Credit Agreement and continued hereunderFacility, due to either: (i) the introduction of, or any change in, or in the interpretation of any Applicable Laws after the date of this Agreement resulting in the imposition or increase of reserve, deposit, capital adequacy or similar requirements in respect of such Advance by any court, central bank or other Governmental Authority charged with the administration thereof; or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority made after the date of this Agreement which a Lender, acting reasonably, determines that it is required to comply with, ; there shall be in the opinion of a Lender, acting reasonably, any increase in the direct cost to that Lender of agreeing to make or making, funding or maintaining the such Credit Facilities Facility or such AccommodationsAdvance, or any reduction in the effective return to that Lender hereunder (excluding, however, any such increase in the direct costs of making Prime Rate Loans or U.S. Base Rate Loans available to the Borrower and any reduction in the effective return to a Lender in respect of Prime Rate Loans or U.S. Base Rate Loans), then, subject to Section 6.3(c), any such Lender shall, following its determination that such increase in its direct costs or reduction in the effective return to it exists, give the Borrower prompt notice of such circumstance and the Borrower shall, within ten (10) Business Days after being notified by a Lender in the manner provided in Section 6.3(b), pay to such Lender, quarterly in arrears, that amount which such Lender, acting reasonably, determines shall compensate such Lender, after taking into account all applicable Taxes, for any such increased costs or reduced returns incurred or suffered by such Lender (the “"Additional Compensation”"), but any Lender claiming Additional Compensation from the Borrower shall apply its usual policies and procedures in the determination of whether Additional Compensation is payable and, if so, the quantum thereof. The Borrower shall not be obligated to pay any portion of such Additional Compensation accruing under this Section 6.3 in respect of a the Credit Facility Facilities or any Accommodation Advance (whether made or continued hereunder) for any period prior to the date that is three (3) months prior to the date on which such Lender gives notice to the Borrower that such Additional Compensation is accruing in respect of such the Credit Facility Facilities or such AccommodationAdvance. (b) As soon as practicable after a Lender has determined that it is entitled to Additional Compensation pursuant to Section 6.3(a) in respect of a either of the Credit Facility Facilities or an Accommodation Advance (whether made or continued hereunder), such Lender shall notify the Borrower and the Agent and, concurrently with such notification, deliver to the Borrower and the Agent its certificate setting forth the calculation of, and the basis for, such Additional Compensation, which certificate shall be prima facie evidence of the matters stated therein absent manifest error. (c) Each Lender shall use best efforts, without any obligation on the part of such Lender to incur any costs or expenses other than de minimis costs or expenses in furtherance thereof (all of which costs or expenses shall be for the account of the Borrower, subject to the approval of the Borrower with respect to the incurrence of such costs or expenses), to minimize the liability of the Borrower pursuant to this Section 6.3.