Common use of Payments in Respect of Increased Costs Clause in Contracts

Payments in Respect of Increased Costs. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) or any change in generally accepted accounting principles or regulatory accounting principles applicable to the Agent, the Letter of Credit Issuer or any Lender shall (i) impose, modify or make applicable to the Agent, the Letter of Credit Issuer or any Lender any reserve, special deposit or similar requirement with respect to its obligations under this Article IIA or any Letter of Credit, (ii) impose on the Agent, the Letter of Credit Issuer or any Lender any other condition with respect to its obligations under this Article IIA or any Letter of Credit, or (iii) subject the Agent, the Letter of Credit Issuer or any Lender to any tax (other than (x) taxes imposed on the overall net income of the Agent, the Letter of Credit Issuer or such Lender and (y) franchise taxes imposed on the Agent, the Letter of Credit Issuer or such Lender, in either case by the jurisdiction in which the Agent, the Letter of Credit Issuer or such Lender, as appropriate, has its principal office or lending office or any political subdivision or taxing authority of any such jurisdiction), charge, fee, deduction or withholding of any kind whatsoever, and the result of any of the foregoing shall be to increase the cost to the Agent, the Letter of Credit Issuer or such Lender of maintaining such Letter of Credit or making any payment under such Letter of Credit or this Article IIA or to reduce the amount of principal, interest or any fee or compensation receivable by the Agent, the Letter of Credit Issuer or such Lender in respect of this Article IIA or such Letter of Credit, then such additional amount or amounts as will compensate the Agent, the Letter of Credit Issuer or such Lender for such additional costs or reduction shall be paid to the Agent for its benefit or the benefit of the Letter of Credit Issuer or such Lender by the Borrowers. Each Lender agrees to give notice to the Borrowers and the Agent of any such change in law, regulation, interpretation or administration with reasonable promptness after becoming actually aware thereof and of the applicability thereof to the transactions contemplated in this Article IIA. (b) If, after the date of this Agreement, any Lender or the Letter of Credit Issuer shall have determined that the adoption of any applicable law, rule, regulation or guideline regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or the Letter of Credit Issuer (or its lending office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's or the Letter of Credit Issuer's capital as a consequence of its obligations under this Article IIA or with respect to a Letter of Credit to a level below that which such Lender or the Letter of Credit Issuer could have achieved but for such adoption, change or compliance (taking into consideration such Lender's and the Letter of Credit Issuer's policies with respect to capital adequacy) then from time to time, the Borrowers shall pay to such Lender or the Agent on behalf of the Letter of Credit Issuer such additional amount or amounts as will compensate the Letter of Credit Issuer or such Lender for such reduction. Each Lender agrees to give notice to the Borrowers and the Agent of any adoption of, change in, or change in interpretation or administration of, any such law, rule, regulation or guideline with reasonable promptness after becoming actually aware thereof and of the applicability thereof to the transactions contemplated hereby. (c) A certificate of the Agent, the Letter of Credit Issuer or a Lender setting forth such amount or amounts, supported by calculations in reasonable detail, as shall be necessary to compensate the Agent, the Letter of Credit Issuer or such Lender, as appropriate, as specified in paragraphs (a) and (b) above shall be delivered to the Borrowers and shall be conclusive and binding upon the Borrowers absent manifest error. The Borrowers shall pay the Agent on behalf of the Letter of Credit Issuer or such Lender the amount shown as due on any such certificate within five (5) Business Days after its receipt of the same. (d) Failure on the part of any Lender, the Letter of Credit Issuer or the Agent to demand compensation for any increased costs, reduction in amounts received or receivable with respect to this Article IIA or any Letter of Credit or reduction in the rate of return earned on such Lender's or the Letter of Credit Issuer's capital, in each case pursuant to paragraph (a) or (b) above, shall not constitute a waiver of the Agent's, the Letter of Credit Issuer's or such Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in rate of return pursuant to paragraph (a) or (b) above. The protection under this Section 2A.04 shall be available to each Lender, the Letter of Credit Issuer and the Agent regardless of any possible contention of the invalidity or inapplicability of any law, regulation or other condition which shall give rise to any demand by such Lender, the Letter of Credit Issuer or the Agent for compensation (but if such law, regulation or other condition is finally determined to be invalid or inapplicable, the Agent on its behalf and on behalf of the Letter of Credit Issuer or Lenders shall promptly refund (without interest) all amounts paid under this Section 2A.04 arising from such invalid or inapplicable law, regulation or other condition). (e) Notwithstanding any other provision of this Section 2A.04, no Lender shall demand any payment referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in substantially similar circumstances under substantially comparable provisions of other credit agreements.

Payments in Respect of Increased Costs. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) ), or any change in generally accepted accounting principles or regulatory accounting principles applicable to the Agent, the Letter of Credit Issuer Agent or any Lender Lender, shall (i) impose, modify or make applicable to the Agent, the Letter of Credit Issuer Agent or any Lender any reserve, special deposit or similar requirement with respect to its obligations under this Article IIA III or any Letter of CreditCredit or Acceptance Draft, (ii) impose on the Agent, the Letter of Credit Issuer Agent or any Lender any other condition with respect to its obligations under this Article IIA III or any Letter of CreditCredit or Acceptance Draft, or (iii) subject the Agent, the Letter of Credit Issuer Agent or any Lender to any tax (other than (x) taxes imposed on an the overall net income of the Agent, the Letter of Credit Issuer Agent or such Lender and (y) franchise taxes imposed on the Agent, the Letter of Credit Issuer Agent or such Lender, in either case by the jurisdiction in which the Agent, the Letter of Credit Issuer Agent or such Lender, as appropriate, Lender has its principal office or lending office or any political subdivision or taxing authority of any such jurisdiction), charge, fee, deduction or withholding of any kind whatsoever, and the result of any of the foregoing shall be to increase the cost to the Agent, the Letter of Credit Issuer Agent or such Lender of maintaining such Letter of Credit or Acceptance Draft or making any payment under such Letter of Credit or Acceptance Draft or this Article IIA III or to reduce the amount of principal, interest or any fee or compensation receivable by the Agent, the Letter of Credit Issuer Agent or such Lender in respect of this Article IIA III or such Letter of CreditCredit or Acceptance Draft, then such additional amount or amounts as will compensate the Agent, the Letter of Credit Issuer Agent or such Lender for such additional costs or reduction shall be paid to the Agent for its benefit or the benefit of the Letter of Credit Issuer or such Lender by the BorrowersBorrower. Each Lender agrees to give notice to the Borrowers Borrower and the Agent of any such change in law, regulation, interpretation or administration with reasonable promptness after becoming actually aware thereof and of the applicability thereof to the transactions contemplated in this Article IIAIII. (b) If, after the date of this Agreement, any Lender or the Letter of Credit Issuer shall have determined reasonably and in good faith that the adoption of any applicable law, rule, regulation or guideline regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or the Letter of Credit Issuer (or its lending office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's or the Letter of Credit Issuer's capital as a consequence of its obligations under this Article IIA or with respect to a Letter of Credit III to a level below that which such Lender or the Letter of Credit Issuer could have achieved but for such adoption, change or compliance (taking into consideration such Lender's and the Letter of Credit Issuer's policies with respect to capital adequacy) then from time to time, the Borrowers Borrower shall pay to such Lender or the Agent on behalf of the Letter of Credit Issuer such additional amount or amounts as will compensate the Letter of Credit Issuer Agent or such Lender for such reduction. Each Lender agrees to give notice to the Borrowers Borrower and the Agent of any adoption of, change in, or change in interpretation or administration of, any such law, rule, regulation or guideline with reasonable promptness after becoming actually aware thereof and of the applicability thereof to the transactions contemplated hereby. (c) A certificate of the Agent, the Letter of Credit Issuer Agent or a Lender setting forth such amount or amounts, supported by calculations in reasonable detail, as shall be necessary to compensate the Agent, the Letter of Credit Issuer Agent or such Lender, as appropriate, Lender as specified in paragraphs (a) and (b) above shall be delivered to the Borrowers Borrower and shall be conclusive and binding upon the Borrowers Borrower absent manifest error. The Borrowers Borrower shall pay the Agent on behalf of the Letter of Credit Issuer or such Lender the amount shown as due on any such certificate within five (5) Business Days after its receipt of the same. In the event that such Lender or the Agent, as the case may be, determines that the Borrower has made a payment pursuant to a statement that contains a manifest error, and further determines that as a result thereof the Borrower has paid more than the amount necessary to compensate such Lender or the Agent as specified in paragraphs (a) and (b) above, such Lender or the Agent, as the case may be, shall promptly refund such excess amount to the Borrower. In the event that such Lender or the Agent, as the case may be, determines that it has received a refund of any additional costs of the type described in paragraph (a) above, such Lender or the Agent, as the case may be, shall promptly refund to the Borrower an amount (not to exceed the amount of the refund received by such Lender or the Agent) equal to the amount of compensation payments made by the Borrower pursuant to paragraph (a) above in respect of such additional costs. (d) Failure on the part of any Lender, the Letter of Credit Issuer Lender or the Agent to demand compensation for any increased costs, reduction in amounts received or receivable with respect to this Article IIA III or any Letter of Credit or Acceptance Draft or reduction in the rate of return earned on such Lender's or the Letter of Credit Issuer's capital, in each case pursuant to paragraph (a) or (b) above, shall not constitute a waiver of the Agent's, the Letter of Credit Issuer's or such Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in rate of return pursuant to paragraph (a) or (b) above. The protection under this Section 2A.04 3.04 shall be available to each Lender, the Letter of Credit Issuer Lender and the Agent regardless of any possible contention of the invalidity or inapplicability of any law, regulation or other condition which shall give rise to any demand by such Lender, the Letter of Credit Issuer Lender or the Agent for compensation (but if such law, regulation or other condition is finally determined to be invalid or inapplicable, the Agent on its behalf and on behalf of the Letter of Credit Issuer or Lenders shall promptly refund (without interest) all amounts paid under this Section 2A.04 3.04 arising from such invalid or inapplicable law, regulation or other condition). (e) Notwithstanding any other provision of this Section 2A.04, no Lender shall demand any payment referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in substantially similar circumstances under substantially comparable provisions of other credit agreements.

Payments in Respect of Increased Costs. (a) A. Notwithstanding any other provision hereinhereof, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) or any change in generally accepted accounting principles GAAP or regulatory accounting principles applicable to the Agent, the Letter of Credit Issuer or any Lender Bank shall (i) impose, modify or make applicable to the Agent, the Letter of Credit Issuer or any Lender Bank any reserve, special deposit or similar requirement with respect to its obligations under this Article IIA or any Letter of Credithereunder, (ii) impose on the Agent, the Letter of Credit Issuer or any Lender Bank any other condition with respect to its obligations under this Article IIA or any Letter of Credithereunder, or (iii) subject the Agent, the Letter of Credit Issuer or any Lender Bank to any tax (other than (x) {a} taxes imposed on the overall net income of the AgentBank, the Letter of Credit Issuer or such Lender and (y) {b} franchise taxes imposed on the Agent, the Letter of Credit Issuer or such LenderBank, in either case by the jurisdiction in which the Agent, the Letter of Credit Issuer or such Lender, as appropriate, Bank has its principal office or lending office or any political subdivision or taxing authority of any such jurisdiction), charge, fee, deduction or withholding of any kind whatsoever, and the result of any of the foregoing shall be to increase the cost to the Agent, the Letter of Credit Issuer or such Lender of maintaining such Letter of Credit or making any payment under such Letter of Credit or this Article IIA Bank hereunder or to reduce the amount of principal, interest or any fee or compensation receivable by the Agent, the Letter of Credit Issuer or such Lender in respect of this Article IIA or such Letter of CreditBank hereunder, then such additional amount or amounts as will compensate the Agent, the Letter of Credit Issuer or such Lender Bank for such additional costs or reduction shall be paid to the Agent for its benefit or the benefit of the Letter of Credit Issuer or such Lender Bank by the BorrowersBorrower. Each Lender The Bank agrees to give notice to the Borrowers and the Agent Borrower of any such change in law, regulation, interpretation or administration with reasonable promptness after becoming actually aware thereof and of the applicability thereof to the transactions contemplated in this Article IIATransactions. (b) B. If, after the date of this Agreement, any Lender or the Letter of Credit Issuer Bank shall have determined that the adoption of any applicable law, rule, regulation or guideline regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or the Letter of Credit Issuer Bank (or its lending office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authorityGovernmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's or the Letter of Credit IssuerBank's capital as a consequence of its obligations under this Article IIA or with respect to a Letter of Credit hereunder to a level below that which such Lender or the Letter of Credit Issuer Bank could have achieved but for such adoption, change or compliance (taking into consideration such Lender's and the Letter of Credit IssuerBank's policies with respect to capital adequacy) then from time to time, the Borrowers shall Borrower will pay to such Lender or the Agent on behalf of the Letter of Credit Issuer Bank such additional amount or amounts as will compensate the Letter of Credit Issuer or such Lender Bank for such reduction. Each Lender The Bank agrees to give notice to the Borrowers and the Agent Borrower of any adoption of, change in, or change in interpretation or administration of, any such law, rule, regulation or guideline with reasonable promptness after becoming actually aware thereof and of the applicability thereof to the transactions contemplated herebyTransactions. (c) C. A certificate of the Agent, the Letter of Credit Issuer or a Lender Bank setting forth such amount or amounts, supported by calculations in reasonable detail, as shall be necessary to compensate the Agent, the Letter of Credit Issuer or such Lender, as appropriate, Bank as specified in paragraphs (a) Section 3.12.A and (b) above Section 3.12.B shall be delivered to the Borrowers Borrower and shall be conclusive and binding upon the Borrowers Borrower absent manifest error. The Borrowers shall Borrower will pay the Agent on behalf of the Letter of Credit Issuer or such Lender Bank the amount shown as due on any such certificate within five ten (510) Business Days after its receipt of the same. (d) D. Failure on the part of any Lender, the Letter of Credit Issuer or the Agent Bank to demand compensation for any increased costs, reduction in amounts received or receivable with respect to this Article IIA or any Letter of Credit hereunder or reduction in the rate of return earned on such Lender's or the Letter of Credit IssuerBank's capital, in each case pursuant to paragraph (a) Section 3.12.A or (b) aboveSection 3.12.B, shall not constitute a waiver of the Agent's, the Letter of Credit Issuer's or such LenderBank's rights to demand compensation com- pensation for any increased costs or reduction in amounts received or receivable or reduction in rate of return pursuant to paragraph (a) or (b) above. The protection under this Section 2A.04 shall be available to each Lender, the Letter of Credit Issuer 3.12.A and the Agent regardless of any possible contention of the invalidity or inapplicability of any law, regulation or other condition which shall give rise to any demand by such Lender, the Letter of Credit Issuer or the Agent for compensation (but if such law, regulation or other condition is finally determined to be invalid or inapplicable, the Agent on its behalf and on behalf of the Letter of Credit Issuer or Lenders shall promptly refund (without interest) all amounts paid under this Section 2A.04 arising from such invalid or inapplicable law, regulation or other condition)3.12. (e) Notwithstanding any other provision of this Section 2A.04, no Lender shall demand any payment referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in substantially similar circumstances under substantially comparable provisions of other credit agreements.

Payments in Respect of Increased Costs. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) or any change in generally accepted accounting principles or regulatory accounting principles applicable to the Agent, the Letter of Credit Issuer Issuing Lender or any Lender shall (i) impose, modify or make applicable to the Agent, the Letter of Credit Issuer Issuing Lender or any Lender any reserve, special deposit or similar requirement with respect to its obligations under this Article IIA or any Letter of Credit, (ii) impose on the Agent, the Letter of Credit Issuer Issuing Lender or any Lender any other condition with respect to its obligations under this Article IIA or any Letter of Credit, or (iii) subject the Agent, the Letter of Credit Issuer Issuing Lender or any Lender to any tax (other than (x) taxes imposed on the overall net income of the Agent, the Letter of Credit Issuer Issuing Lender or such Lender and (y) franchise taxes imposed on the Agent, the Letter of Credit Issuer Issuing Lender or such Lender, in either case by the jurisdiction in which the Agent, the Letter of Credit Issuer Issuing Lender or such Lender, as appropriate, Lender has its principal office or lending office or any political subdivision or taxing authority of any such jurisdiction), charge, fee, deduction or withholding of any kind whatsoever, and the result of any of the foregoing shall be to increase the cost to the Agent, the Letter of Credit Issuer Issuing Lender or such Lender of maintaining such Letter of Credit or making any payment under such Letter of Credit or this Article IIA or to reduce the amount of principal, interest or any fee or compensation receivable by the Agent, the Letter of Credit Issuer Issuing Lender or such Lender in respect of this Article IIA or such Letter of Credit, then such additional amount or amounts as will compensate the Agent, the Letter of Credit Issuer Issuing Lender or such Lender for such additional costs or reduction shall be paid by Chock to the Agent for its benefit or Agent, the benefit of the Letter of Credit Issuer Issuing Lender or such Lender. The Issuing Lender by the Borrowers. Each and each Lender agrees to give notice to the Borrowers Chock and the Agent of any such change in law, regulation, interpretation interpre- tation or administration with reasonable promptness after becoming actually aware thereof and of the applicability thereof to the transactions contemplated in this Article IIA. (b) If, after the date of this Agreement, the Issuing Lender or any Lender or the Letter of Credit Issuer shall have determined that the adoption of any applicable law, rule, regulation or guideline regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration administra- tion thereof, or compliance by the Issuing Lender or any Lender or the Letter of Credit Issuer (or its lending office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such the Issuing Lender's or the Letter of Credit Issuersuch Lender's capital as a consequence of its obligations under this Article IIA or with respect to a Letter of Credit to a level below that which the Issuing Lender or such Lender or the Letter of Credit Issuer could have achieved but for such adoption, change or compliance (taking into consideration the Issuing Lenders or such Lender's and the Letter of Credit Issuer's policies with respect to capital adequacy) then from time to time, the Borrowers Chock shall pay to such Lender or the Agent on behalf of the Letter of Credit Issuer Issuing Lender, as applicable, such additional amount or amounts as will compensate the Letter of Credit Issuer Issuing Lender or such Lender for such reduction. Each The Issuing Lender and each Lender agrees to give notice to the Borrowers Chock and the Agent of any adoption of, change in, or change in interpretation or administration of, any such law, rule, regulation or guideline with reasonable promptness after becoming actually aware thereof and of the applicability thereof to the transactions contemplated hereby. (c) A certificate of the Agent, the Letter of Credit Issuer Issuing Lender or a Lender setting forth such amount or amounts, supported by calculations in reasonable detail, as shall be necessary to compensate the Agent, the Letter of Credit Issuer Issuing Lender or such Lender, as appropriate, Lender as specified in paragraphs (aparagraphs(a) and (b) above shall be delivered to Chock and the Borrowers and Agent shall be conclusive and binding upon the Borrowers Chock absent manifest error. The Borrowers Chock shall pay the Agent on behalf of the Letter of Credit Issuer Issuing Lender or such Lender the amount shown as due on any such certificate within five (5) Business Days after its receipt of the same. (d) Failure on the part of any Lender, the Letter of Credit Issuer Lender or the Agent Issuing Lender to demand compensation for any increased costs, reduction in amounts received or receivable with respect to this Article IIA or any Letter of Credit or reduction in the rate of return earned on such the Issuing Lender's or the Letter of Credit Issuersuch Lender's capital, in each case pursuant to paragraph (a) or (b) above, shall not constitute a waiver of the Agent's, the Letter of Credit IssuerIssuing Lender's or such Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in rate of return pursuant to paragraph (a) or (b) above. The protection under this Section 2A.04 shall be available to each Lender, the Letter of Credit Issuer Lender and the Agent Issuing Lender regardless of any possible contention of the invalidity or inapplicability of any law, regulation or other condition which shall give rise to any demand by the Issuing Lender or such Lender, the Letter of Credit Issuer or the Agent Lender for compensation (but if such law, regulation or other condition is finally determined to be invalid or inapplicable, the Agent on its behalf and on behalf of the Letter of Credit Issuer Issuing Lender or Lenders Lender shall promptly refund (without interest) all amounts paid under this Section 2A.04 arising from such invalid or inapplicable law, regulation or other condition). (e) Notwithstanding any other provision of this Section 2A.04, no Lender shall demand any payment referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in substantially similar circumstances under substantially comparable provisions of other credit agreements.

Payments in Respect of Increased Costs. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) or any change in generally accepted accounting principles or regulatory accounting principles applicable to the Agent, the Letter of Credit Issuer Issuing Bank or any Lender shall (ia) impose, modify or make applicable to the Agent, the Letter of Credit Issuer Issuing Bank or any Lender any reserve, special deposit or similar requirement require ment with respect to its obligations under this Article IIA III or any Letter the Letters of Credit, (iib) impose on the Agent, the Letter of Credit Issuer Issuing Bank or any Lender any other condition with respect to its obligations under this Article IIA III or any Letter the Letters of Credit, or (iiic) subject the Agent, the Letter of Credit Issuer Issuing Bank or any Lender to any tax (other than (x) taxes imposed on the overall net income of the Agent, the Letter of Credit Issuer Issuing Bank or such Lender and (y) franchise taxes imposed on the Agent, the Letter of Credit Issuer Issuing Bank or such Lender, in either case by the country or other jurisdiction in which the Agent, the Letter of Credit Issuer Issuing Bank or such Lender, as appropriate, Lender has its principal office or lending office or by any political subdivision or taxing authority of any such jurisdictioneither thereof), charge, fee, deduction or withholding of any kind whatsoever, and the result of any of the foregoing shall be to increase the cost to the Agent, the Letter of Credit Issuer Issuing Bank or such Lender of maintaining such any Letter of Credit or making any payment under such a Letter of Credit or this Article IIA III or to reduce the amount of principal, interest or any fee or compensation receivable by the Agent, the Letter of Credit Issuer Issuing Bank or such Lender in respect of this Article IIA III or such any Letter of Credit, then such additional amount or amounts as will compensate the Agent, the Letter of Credit Issuer Issuing Bank or such Lender for such additional costs or reduction shall be paid to the Agent for its benefit or the benefit of the Letter of Credit Issuer Issuing Bank or such Lender by the BorrowersBorrowers upon demand. Each Lender agrees to give notice to the Borrowers and the Agent Borrower of any such change in law, regulation, interpretation or administration with reasonable promptness after becoming actually aware thereof and of the applicability thereof to the transactions contemplated in this Article IIATransactions. (b) If, after the date of this Agreement, any Lender or the Letter of Credit Issuer shall have determined that the adoption of any applicable law, rule, regulation or guideline regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or the Letter of Credit Issuer (or its lending office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's or the Letter of Credit Issuer's capital as a consequence of its obligations under this Article IIA or with respect to a Letter of Credit to a level below that which such Lender or the Letter of Credit Issuer could have achieved but for such adoption, change or compliance (taking into consideration such Lender's and the Letter of Credit Issuer's policies with respect to capital adequacy) then from time to time, the Borrowers shall pay to such Lender or the Agent on behalf of the Letter of Credit Issuer such additional amount or amounts as will compensate the Letter of Credit Issuer or such Lender for such reduction. Each Lender agrees to give notice to the Borrowers and the Agent of any adoption of, change in, or change in interpretation or administration of, any such law, rule, regulation or guideline with reasonable promptness after becoming actually aware thereof and of the applicability thereof to the transactions contemplated hereby. (c) A certificate of the Agent, the Letter of Credit Issuer or a Lender setting forth such amount or amounts, supported by calculations in reasonable detail, as shall be necessary to compensate the Agent, the Letter of Credit Issuer or such Lender, as appropriate, as specified in paragraphs (a) and (b) above shall be delivered to the Borrowers and shall be conclusive and binding upon the Borrowers absent manifest error. The Borrowers shall pay the Agent on behalf of the Letter of Credit Issuer or such Lender the amount shown as due on any such certificate within five (5) Business Days after its receipt of the same. (d) Failure on the part of any Lender, the Letter of Credit Issuer or the Agent to demand compensation for any increased costs, reduction in amounts received or receivable with respect to this Article IIA or any Letter of Credit or reduction in the rate of return earned on such Lender's or the Letter of Credit Issuer's capital, in each case pursuant to paragraph (a) or (b) above, shall not constitute a waiver of the Agent's, the Letter of Credit Issuer's or such Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in rate of return pursuant to paragraph (a) or (b) above. The protection under this Section 2A.04 shall be available to each Lender, the Letter of Credit Issuer and the Agent regardless of any possible contention of the invalidity or inapplicability of any law, regulation or other condition which shall give rise to any demand by such Lender, the Letter of Credit Issuer or the Agent for compensation (but if such law, regulation or other condition is finally determined to be invalid or inapplicable, the Agent on its behalf and on behalf of the Letter of Credit Issuer or Lenders shall promptly refund (without interest) all amounts paid under this Section 2A.04 arising from such invalid or inapplicable law, regulation or other condition). (e) Notwithstanding any other provision of this Section 2A.04, no Lender shall demand any payment referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in substantially similar circumstances under substantially comparable provisions of other credit agreements.

Payments in Respect of Increased Costs. (a) A. Notwithstanding any other provision hereinhereof, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) or any change in generally accepted accounting principles GAAP or regulatory accounting principles applicable to the Agent, the Letter of Credit Issuer or any Lender shall (i) impose, modify or make applicable to the Agent, the Letter of Credit Issuer or any Lender Lenders any reserve, special deposit or similar requirement with respect to its the obligations under this Article IIA or any Letter of Credithereunder, (ii) impose on the Agent, the Letter of Credit Issuer or any Lender Lenders any other condition with respect to its the obligations under this Article IIA or any Letter of Credithereunder, or (iii) subject the Agent, the Letter of Credit Issuer or any Lender Lenders to any tax (other than (x) {a} taxes imposed on the overall net income of the AgentLenders, the Letter of Credit Issuer or such Lender and (y) {b} franchise taxes imposed on the Agent, the Letter of Credit Issuer or such Lender, in either case Lenders by the jurisdiction in which the Agent, the Letter of Credit Issuer or such Lender, as appropriate, has its principal office or lending office or any political subdivision or taxing authority of any such jurisdiction), authority) charge, fee, deduction or withholding of any kind whatsoever, and the result of any of the foregoing shall be to increase the cost to the Agent, the Letter of Credit Issuer or such Lender of maintaining such Letter of Credit or making any payment under such Letter of Credit or this Article IIA Lenders hereunder or to reduce the amount of principal, interest or any fee or compensation receivable by the Agent, the Letter of Credit Issuer or such Lender in respect of this Article IIA or such Letter of CreditLenders hereunder, then such additional amount or amounts as will compensate the Agent, the Letter of Credit Issuer or such Lender Lenders for such additional costs or reduction shall be paid to the Agent for its benefit or the benefit of the Letter of Credit Issuer or such Lender Lenders by the Borrowers. Each Lender agrees to give notice to the Borrowers and the Agent of any such change in law, regulation, interpretation or administration with reasonable promptness after becoming actually aware thereof and of the applicability thereof to the transactions contemplated in this Article IIA. (b) B. If, after the date of this Agreement, any Lender or the Letter of Credit Issuer Lenders shall have determined determine that the adoption of any applicable law, rule, regulation or guideline regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration administra- tion thereof, or compliance by any Lender or the Letter of Credit Issuer (or its lending office) Lenders with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authorityGovernmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's or the Letter of Credit Issuer's Lenders' capital as a consequence of its the obligations under this Article IIA or with respect to a Letter of Credit hereunder to a level below that which such Lender or the Letter of Credit Issuer Lenders could have achieved but for such adoption, change or compliance (taking into consideration such Lender's and the Letter of Credit Issuer's policies with respect to capital adequacy) compliance, then from time to time, the Borrowers shall pay to such Lender or the Agent on behalf of the Letter of Credit Issuer Lenders such additional amount or amounts as will compensate the Letter of Credit Issuer or such Lender Lenders for such reduction. Each Lender agrees to give notice to the Borrowers and the Agent of any adoption of, change in, or change in interpretation or administration of, any such law, rule, regulation or guideline with reasonable promptness after becoming actually aware thereof and of the applicability thereof to the transactions contemplated hereby. (c) C. A certificate of the Agent, the Letter of Credit Issuer or a Lender Agent setting forth such amount or amounts, supported by calculations in reasonable detail, as shall be necessary to compensate the Agent, the Letter of Credit Issuer or such Lender, as appropriate, Lenders as specified in paragraphs (a) Section 3.15.A and (b) above Section 3.15.B shall be delivered to the Borrowers and shall be conclusive and binding upon the Borrowers absent manifest error. The Borrowers shall pay the Agent on behalf of the Letter of Credit Issuer or such Lender Lenders the amount shown as due on any such certificate within five ten (510) Business Days after its receipt of the same. (d) D. Failure on the part of any Lender, the Letter of Credit Issuer or the Agent Lenders to demand compensation for any increased costs, reduction in amounts received or receivable with respect to this Article IIA or any Letter of Credit hereunder or reduction in the rate of return earned on such Lender's or the Letter of Credit Issuer's capital, in each case pursuant to paragraph (a) Section 3.15.A or (b) aboveSection 3.15.B, shall not constitute a waiver of the Agent's, the Letter of Credit Issuer's or such Lender's rights right to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in rate of return pursuant to paragraph (a) or (b) above. The protection under this Section 2A.04 shall be available to each Lender, the Letter of Credit Issuer 3.15.A and the Agent regardless of any possible contention of the invalidity or inapplicability of any law, regulation or other condition which shall give rise to any demand by such Lender, the Letter of Credit Issuer or the Agent for compensation (but if such law, regulation or other condition is finally determined to be invalid or inapplicable, the Agent on its behalf and on behalf of the Letter of Credit Issuer or Lenders shall promptly refund (without interest) all amounts paid under this Section 2A.04 arising from such invalid or inapplicable law, regulation or other condition)3.15. (e) Notwithstanding any other provision of this Section 2A.04, no Lender shall demand any payment referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in substantially similar circumstances under substantially comparable provisions of other credit agreements.

Payments in Respect of Increased Costs. (a) A. Notwithstanding any other provision hereinhereof, if after the date Effective Date of this Second Restated Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) or any change in generally accepted accounting principles GAAP or regulatory accounting principles applicable to the Agent, the Letter of Credit Issuer Agent or any Lender shall (i) impose, modify or make applicable to the Agent, the Letter of Credit Issuer Agent or any Lender any reserve, special deposit or similar requirement with respect to its obligations under this Article IIA or any Letter of Credithereunder, (ii) impose on the Agent, the Letter of Credit Issuer Agent or any Lender any other condition with respect to its obligations under this Article IIA or any Letter of Credithereunder, or (iii) subject the Agent, the Letter of Credit Issuer Agent or any Lender to any tax (other than (x) {a} taxes imposed on the overall net income of the Agent, the Letter of Credit Issuer Agent or such Lender Lender, and (y) {b} franchise taxes imposed on the Agent, the Letter of Credit Issuer Agent or such Lender, in either case by the jurisdiction in which the Agent, the Letter of Credit Issuer Agent or such Lender, as appropriate, Lender has its principal office or lending office or any political subdivision or taxing authority of any such jurisdiction), charge, fee, deduction or withholding of any kind whatsoever, and the result of any of the foregoing shall be to increase the cost to the Agent, the Letter of Credit Issuer or such Lender of maintaining such Letter of Credit or making any payment under such Letter of Credit or this Article IIA Agent hereunder or to reduce the amount of principal, interest or any fee or compensation receivable by the Agent, the Letter of Credit Issuer Agent or such Lender in respect of this Article IIA or such Letter of Credithereunder, then such additional amount or amounts as will compensate the Agent, the Letter of Credit Issuer Agent or such Lender for such additional costs or reduction shall be paid to the Agent for its benefit or the benefit of the Letter of Credit Issuer or such Lender by the Borrowers. Each Lender agrees to give notice to the Borrowers and the Agent of any such change in law, regulation, interpretation or administration with reasonable promptness after becoming actually aware thereof and of the applicability thereof to the transactions contemplated in this Article IIATransactions. (b) B. If, after the date Effective Date of this Second Restated Agreement, any Lender or the Letter of Credit Issuer shall have determined that the adoption of any applicable law, rule, regulation or guideline regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or the Letter of Credit Issuer (or its lending office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authorityGovernmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's or the Letter of Credit Issuer's capital as a consequence of its obligations under this Article IIA or with respect to a Letter of Credit hereunder to a level below that which such Lender or the Letter of Credit Issuer could have achieved but for such adoption, change or compliance (taking into consideration such Lender's and the Letter of Credit Issuer's policies with respect to capital adequacy) then from time to time, the Borrowers shall pay to such Lender or the Agent on behalf of the Letter of Credit Issuer such additional amount or amounts as will compensate the Letter of Credit Issuer Agent or such Lender for such reduction. Each Lender agrees to give notice to the Borrowers and the Agent of any adoption of, change in, or change in interpretation or administration of, any such law, rule, regulation or guideline with reasonable promptness after becoming actually aware thereof and of the applicability thereof to the transactions contemplated herebyTransactions. (c) C. A certificate of the Agent, the Letter of Credit Issuer Agent or a Lender setting forth such amount or amounts, supported by calculations in reasonable detail, as shall be necessary to compensate the Agent, the Letter of Credit Issuer Agent or such Lender, as appropriate, Lender as specified in paragraphs (a) Section 5.22.A and (b) above Section 5.22.B shall be delivered to the Borrowers and shall be conclusive and binding upon the Borrowers absent manifest error. The Borrowers shall pay the Agent on behalf of the Letter of Credit Issuer or such Lender the amount shown as due on any such certificate within five ten (510) Business Days after its receipt of the same. (d) D. Failure on the part of any Lender, the Letter of Credit Issuer Lender or the Agent to demand compensation for any increased costs, reduction in amounts received or receivable with respect to this Article IIA or any Letter of Credit hereunder or reduction in the rate of return earned on such Lender's or the Letter of Credit Issuer's capital, in each case pursuant to paragraph (a) Section 5.22.A or (b) aboveSection 5.22.B, shall not constitute a waiver of the Agent's, the Letter of Credit Issuer's or such Lender's rights to demand compensation com- pensation for any increased costs or reduction in amounts received or receivable or reduction reduc- tion in rate of return pursuant to paragraph (a) or (b) above. The protection under this Section 2A.04 shall be available to each Lender, the Letter of Credit Issuer 5.22.A and the Agent regardless of any possible contention of the invalidity or inapplicability of any law, regulation or other condition which shall give rise to any demand by such Lender, the Letter of Credit Issuer or the Agent for compensation (but if such law, regulation or other condition is finally determined to be invalid or inapplicable, the Agent on its behalf and on behalf of the Letter of Credit Issuer or Lenders shall promptly refund (without interest) all amounts paid under this Section 2A.04 arising from such invalid or inapplicable law, regulation or other condition)5.22. (e) Notwithstanding any other provision of this Section 2A.04, no Lender shall demand any payment referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in substantially similar circumstances under substantially comparable provisions of other credit agreements.

Payments in Respect of Increased Costs. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) ), or any change in generally accepted accounting principles or regulatory accounting principles applicable to the Agent, the Letter of Credit Issuer Agent or any Lender Lender, shall (i) impose, modify or make applicable to the Agent, the Letter of Credit Issuer Agent or any Lender any reserve, special deposit or similar requirement with respect to its obligations under this Article IIA III or any Letter of CreditCredit or Acceptance Draft, (ii) impose on the Agent, the Letter of Credit Issuer Agent or any Lender any other condition with respect to its obligations under this Article IIA III or any Letter of CreditCredit or Acceptance Draft, or (iii) subject the Agent, the Letter of Credit Issuer Agent or any Lender to any tax (other than (x) taxes imposed on the overall net income of the Agent, the Letter of Credit Issuer Agent or such Lender and (y) franchise taxes imposed on the Agent, the Letter of Credit Issuer Agent or such Lender, in either case by the jurisdiction in which the Agent, the Letter of Credit Issuer Agent or such Lender, as appropriate, Lender has its principal office or lending office or any political subdivision or taxing authority of any such jurisdiction), charge, fee, deduction or withholding of any kind whatsoever, and the result of any of the foregoing shall be to increase the cost to the Agent, the Letter of Credit Issuer Agent or such Lender of maintaining such Letter of Credit or Acceptance Draft or making any payment under such Letter of Credit or Acceptance Draft or this Article IIA III or to reduce the amount of principal, interest or any fee or compensation receivable receiv- able by the Agent, the Letter of Credit Issuer Agent or such Lender in respect of this Article IIA III or such Letter of CreditCredit or Acceptance Draft, then such additional amount or amounts as will compensate the Agent, the Letter of Credit Issuer Agent or such Lender for such additional costs or reduction shall be paid to the Agent for its benefit or the benefit of the Letter of Credit Issuer or such Lender by the BorrowersBorrower. Each Lender agrees to give notice to the Borrowers Borrower and the Agent of any such change in law, regulation, interpretation or administration with reasonable promptness after becoming actually aware thereof and of the applicability thereof to the transactions contemplated in this Article IIAIII. (b) If, after the date of this Agreement, any Lender or the Letter of Credit Issuer shall have determined reasonably and in good faith that the adoption of any applicable law, rule, regulation or guideline regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or the Letter of Credit Issuer (or its lending office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's or the Letter of Credit Issuer's capital as a consequence of its obligations under this Article IIA or with respect to a Letter of Credit III to a level below that which such Lender or the Letter of Credit Issuer could have achieved but for such adoption, change or compliance (taking into consideration such Lender's and the Letter of Credit Issuer's policies with respect to capital adequacy) then from time to time, the Borrowers Borrower shall pay to such Lender or the Agent on behalf of the Letter of Credit Issuer such additional amount or amounts as will compensate the Letter of Credit Issuer Agent or such Lender for such reduction. Each Lender agrees to give notice to the Borrowers Borrower and the Agent of any adoption of, change in, or change in interpretation or administration of, any such law, rule, regulation or guideline with reasonable promptness after becoming actually aware thereof and of the applicability thereof to the transactions contemplated hereby. (c) A certificate of the Agent, the Letter of Credit Issuer Agent or a Lender setting forth such amount or amounts, supported by calculations in reasonable detail, as shall be necessary to compensate the Agent, the Letter of Credit Issuer Agent or such Lender, as appropriate, Lender as specified in paragraphs (a) and (b) above shall be delivered to the Borrowers Borrower and shall be conclusive and binding upon the Borrowers Borrower absent manifest error. The Borrowers Borrower shall pay the Agent on behalf of the Letter of Credit Issuer or such Lender the amount shown as due on any such certificate within five (5) Business Days after its receipt of the same. In the event that such Lender or the Agent, as the case may be, determines that the Borrower has made a payment pursuant to a statement that contains a manifest error, and further determines that as a result thereof the Borrower has paid more than the amount necessary to compensate such Lender or the Agent as specified in paragraphs (a) and (b) above, such Lender or the Agent, as the case may be, shall promptly refund such excess amount to the Borrower. In the event that such Lender or the Agent, as the case may be, determines that it has received a refund of any additional costs of the type described in para- graph (a) above, such Lender or the Agent, as the case may be, shall promptly refund to the Borrower an amount (not to exceed the amount of the refund received by such Lender or the Agent) equal to the amount of compensation payments made by the Borrower pursuant to paragraph (a) above in respect of such additional costs. (d) Failure on the part of any Lender, the Letter of Credit Issuer Lender or the Agent to demand compensation for any increased costs, reduction in amounts received or receivable with respect to this Article IIA III or any Letter of Credit or Acceptance Draft or reduction in the rate of return earned on such Lender's or the Letter of Credit Issuer's capital, in each case pursuant to paragraph (a) or (b) above, shall not constitute a waiver of the Agent's, the Letter of Credit Issuer's or such Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in rate of return pursuant to paragraph (a) or (b) above. The protection under this Section 2A.04 3.04 shall be available to each Lender, the Letter of Credit Issuer Lender and the Agent regardless of any possible contention of the invalidity or inapplicability of any law, regulation or other condition which shall give rise to any demand by such Lender, the Letter of Credit Issuer Lender or the Agent for compensation (but if such law, regulation or other condition is finally determined to be invalid or inapplicable, the Agent on its behalf and on behalf of the Letter of Credit Issuer or Lenders shall promptly refund (without interest) all amounts paid under this Section 2A.04 3.04 arising from such invalid or inapplicable law, regulation or other condition). (e) Notwithstanding any other provision of this Section 2A.04, no Lender shall demand any payment referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in substantially similar circumstances under substantially comparable provisions of other credit agreements.