Common use of Change in Laws Clause in Contracts

Change in Laws. If the Lender shall determine that any change in any applicable law, regulation or guideline (including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System) or any new law, regulation or guideline, or any interpretation of any of the foregoing by any governmental authority charged with the administration thereof or any central bank or other fiscal, monetary or other authority having jurisdiction over the Lender (whether or not having the force of law), shall: (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against the Letters of Credit, or the Lender's or the Company's liability with respect thereto; or (ii) impose on the Lender any penalty with respect to the foregoing or any other condition regarding this Agreement, the Applications or the Letters of Credit; and the Lender shall determine that the result of any of the foregoing is to increase the cost (whether by incurring a cost or adding to a cost) to the Lender of issuing or maintaining the Letters of Credit hereunder (without benefit of, or credit for, any prorations, exemptions, credits or other offsets available under any such laws, regulations, guidelines or interpretations thereof), then the Company shall pay on demand to the Lender from time to time as specified by the Lender such additional amounts as the Lender shall determine are sufficient to compensate and indemnify it for such increased cost. If the Lender makes such a claim for compensation, it shall provide the Company a certificate setting forth the computation of the increased cost as a result of any event mentioned herein in reasonable detail and such certificate shall be conclusive if reasonably determined (absent manifest error).

Change in Laws. If In the event of the enactment, after the date of this Agreement, of any Laws: (a) deducting from the value of property for the purpose of taxation any lien or security interest thereon; (b) imposing upon Lender shall determine that the payment of the whole or any change part of the taxes or assessments or charges or liens herein required to be paid by Borrower; (c) changing in any applicable lawway the Laws relating to the taxation of deeds of trust or mortgages or security agreements, regulation or guideline (includingdebts secured by deeds of trust or mortgages or security agreements, without limitation, Regulation D or the interest of the Board mortgagee or secured party in the property covered thereby (not including income taxes); or (d) changing the manner of Governors collection of such taxes; then, to the Federal Reserve System) or any new law, regulation or guideline, or any interpretation of extent any of the foregoing may affect the Collateral or the indebtedness secured thereby or Lender, then, and in any such event, Borrower, upon demand by any governmental authority charged with the administration thereof or any central bank or other fiscalLender, monetary or other authority having jurisdiction over the Lender (whether or not having the force of law)shall pay such taxes, shall: (i) imposeassessments, modify or deem applicable any reserve, special deposit or similar requirement against the Letters of Creditcharges, or liens, or reimburse Lender therefor. If Borrower shall be prohibited from paying such tax or from reimbursing Lender for the Lender's or the Company's liability with respect thereto; or (ii) impose on the Lender any penalty with respect amount thereof, Borrower shall execute a modification to the foregoing or any other condition regarding Loan Documents and the Note, which modification shall increase the interest rate payable pursuant to the Note so as to permit Lender to maintain its yield as if such tax had not been imposed. If Borrower shall be prohibited from executing the above-referenced modifications, Lender may, in Lender’s sole discretion, declare the principal of all amounts disbursed and owing under the Note, this Agreement, the Applications or the Letters of Credit; and the Lender shall determine that other Loan Documents (including all obligations secured by the result Loan Documents) and all other indebtedness of Borrower to Lender, together with interest thereon, to be immediately due and payable, regardless of any of the foregoing is to increase the cost (whether by incurring a cost other specified maturity or adding to a cost) to the Lender of issuing or maintaining the Letters of Credit hereunder (without benefit of, or credit for, any prorations, exemptions, credits or other offsets available under any such laws, regulations, guidelines or interpretations thereof), then the Company shall pay on demand to the Lender from time to time as specified by the Lender such additional amounts as the Lender shall determine are sufficient to compensate and indemnify it for such increased cost. If the Lender makes such a claim for compensation, it shall provide the Company a certificate setting forth the computation of the increased cost as a result of any event mentioned herein in reasonable detail and such certificate shall be conclusive if reasonably determined (absent manifest error)due date.

Change in Laws. If In the event of the enactment, after the date of this Agreement, of any Laws: (a) deducting from the value of property for the purpose of taxation any lien or security interest thereon; (b) imposing upon Lender shall determine that the payment of the whole or any change part of the taxes or assessments or charges or liens herein required to be paid by B▇▇▇▇▇▇▇; (c)changing in any applicable lawway the Laws relating to the taxation of deeds of trust or mortgages or security agreements, regulation or guideline (includingdebts secured by deeds of trust or mortgages or security agreements, without limitation, Regulation D or the interest of the Board mortgagee or secured party in the property covered thereby; or (d) changing the manner of Governors collection of such taxes; then, to the Federal Reserve System) or any new law, regulation or guideline, or any interpretation of extent any of the foregoing may affect the Deed of Trust or the indebtedness secured thereby or L▇▇▇▇▇, then, and in any such event, Borrower, upon ten (10) days’ written demand by any governmental authority charged with the administration thereof or any central bank or other fiscalL▇▇▇▇▇, monetary or other authority having jurisdiction over the Lender (whether or not having the force of law)shall pay such taxes, shall: (i) imposeassessments, modify or deem applicable any reserve, special deposit or similar requirement against the Letters of Creditcharges, or liens, or reimburse Lender therefor. If Borrower shall be prohibited from paying such tax or from reimbursing Lender for the Lender's or the Company's liability with respect thereto; or (ii) impose on the Lender any penalty with respect amount thereof, Borrower shall execute a modification to the foregoing or any other condition regarding Other Documents and the Note, which modification shall increase the interest rate payable pursuant to the Note so as to permit Lender to maintain its yield as if such tax had not been imposed. If Borrower shall be prohibited from executing the above-referenced modifications, Lender may, in L▇▇▇▇▇’s sole discretion, declare the principal of all amounts disbursed and owing under the Note, this Agreement, the Applications or the Letters of Credit; and the Lender shall determine that Other Documents (including all obligations secured by the result Other Documents) and all other indebtedness of Borrower to Lender, together with interest thereon, to be forthwith due and payable within forty-five (45) days of written demand, regardless of any of the foregoing is to increase the cost (whether by incurring a cost other specified maturity or adding to a cost) to the Lender of issuing or maintaining the Letters of Credit hereunder (without benefit of, or credit for, any prorations, exemptions, credits or other offsets available under any such laws, regulations, guidelines or interpretations thereof), then the Company shall pay on demand to the Lender from time to time as specified by the Lender such additional amounts as the Lender shall determine are sufficient to compensate and indemnify it for such increased cost. If the Lender makes such a claim for compensation, it shall provide the Company a certificate setting forth the computation of the increased cost as a result of any event mentioned herein in reasonable detail and such certificate shall be conclusive if reasonably determined (absent manifest error)due date.

Change in Laws. If In the event of the enactment, after the date of this Agreement, of any Laws: (a) deducting from the value of property for the purpose of taxation any lien or security interest thereon; (b) imposing upon Lender shall determine that the payment of the whole or any change part of the taxes or assessments or charges or liens herein required to be paid by Borrower; (c) changing in any applicable lawway the Laws relating to the taxation of deeds of trust or mortgages or security agreements, regulation or guideline (includingdebts secured by deeds of trust or mortgages or security agreements, without limitation, Regulation D or the interest of the Board mortgagee or secured party in the property covered thereby; or (d) changing the manner of Governors collection of such taxes; then, to the Federal Reserve System) or any new law, regulation or guideline, or any interpretation of extent any of the foregoing may affect the Collateral or the indebtedness secured thereby or Lender, then, and in any such event, Borrower, upon demand by any governmental authority charged with the administration thereof or any central bank or other fiscalLender, monetary or other authority having jurisdiction over the Lender (whether or not having the force of law)shall pay such taxes, shall: (i) imposeassessments, modify or deem applicable any reserve, special deposit or similar requirement against the Letters of Creditcharges, or liens, or reimburse Lender therefor. If Borrower shall be prohibited from paying such tax or from reimbursing Lender for the Lender's or the Company's liability with respect thereto; or (ii) impose on the Lender any penalty with respect amount thereof, Borrower shall execute a modification to the foregoing or any other condition regarding Loan Documents and the Note, which modification shall increase the interest rate payable pursuant to the Note so as to permit Lender to maintain its yield as if such tax had not been imposed. If Borrower shall be prohibited from executing the above-referenced modifications, Lender may, in Lender’s sole discretion, declare the principal of all amounts disbursed and owing under the Note, this Agreement, the Applications or the Letters of Credit; and the Lender shall determine that other Loan Documents (including all obligations secured by the result Loan Documents) and all other indebtedness of Borrower to Lender, together with interest thereon, to be forthwith due and payable, regardless of any of the foregoing is to increase the cost (whether by incurring a cost other specified maturity or adding to a cost) to the Lender of issuing or maintaining the Letters of Credit hereunder (without benefit of, or credit for, any prorations, exemptions, credits or other offsets available under any such laws, regulations, guidelines or interpretations thereof), then the Company shall pay on demand to the Lender from time to time as specified by the Lender such additional amounts as the Lender shall determine are sufficient to compensate and indemnify it for such increased cost. If the Lender makes such a claim for compensation, it shall provide the Company a certificate setting forth the computation of the increased cost as a result of any event mentioned herein in reasonable detail and such certificate shall be conclusive if reasonably determined (absent manifest error)due date.

Change in Laws. If the Lender shall determine that any change in any applicable law, regulation or guideline (including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System) or any new law, regulation or guideline, or any interpretation of any of the foregoing by any governmental authority charged with the administration thereof or any central bank or other fiscal, monetary or other authority having jurisdiction over the Lender (whether or not having the force of law), shall: (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against the Letters of Credit, or the Lender's ’s or the Company's ’s liability with respect thereto; or (ii) impose on the Lender any penalty with respect to the foregoing or any other condition regarding this Agreement, the Applications or the Letters of Credit; and the Lender shall determine that the result of any of the foregoing is to increase the cost (whether by incurring a cost or adding to a cost) to the Lender of issuing or maintaining the Letters of Credit hereunder (without benefit of, or credit for, any prorations, exemptions, credits or other offsets available under any such laws, regulations, guidelines or interpretations thereof), then the Company shall pay on demand to the Lender from time to time as specified by the Lender such additional amounts as the Lender shall determine are sufficient to compensate and indemnify it for such increased cost. If the Lender makes such a claim for compensation, it shall provide the Company a certificate setting forth the computation of the increased cost as a result of any event mentioned herein in reasonable detail and such certificate shall be conclusive if reasonably determined (absent manifest error).

Change in Laws. If the Agent or any Lender shall determine that any change in any applicable law, regulation or guideline (including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System) or any new law, regulation or guideline, or any interpretation of any of the foregoing by any governmental authority charged with the administration thereof or any central bank or other fiscal, monetary or other authority having jurisdiction over the Agent or such Lender (whether or not having the force of law), shall: (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against the Letters of Credit, or the Agent's or such Lender's or the CompanyBorrower's liability with respect thereto; or (ii) impose on the Agent or such Lender any penalty with respect to the foregoing or any other condition regarding this Agreement, the Applications or the Letters of Credit; and the Agent or such Lender shall determine that the result of any of the foregoing is to increase the cost (whether by incurring a cost or adding to a cost) to the Agent or such Lender of issuing issuing, maintaining or maintaining participating in the Letters of Credit hereunder (without benefit of, or credit for, any prorations, exemptions, credits or other offsets available under any such laws, regulations, guidelines or interpretations thereof), then the Company Borrower shall pay on demand to the Agent or such Lender from time to time as specified by the Agent or such Lender such additional amounts as the Agent or such Lender shall determine are sufficient to compensate and indemnify it for such increased cost. If the Agent or any Lender makes such a claim for compensation, it shall provide the Company Borrower (with a copy to the Agent in the case of any Lender) a certificate setting forth the computation of the increased cost as a result of any event mentioned herein in reasonable detail and such certificate shall be conclusive if reasonably determined (absent manifest error).

Change in Laws. If Anything herein to the Lender shall determine that contrary notwithstanding, if any change future applicable law (which expression, as used in this Agreement, includes statutes and rules and regulations thereunder and interpretations thereof by any applicable law, regulation competent court or guideline (including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System) or any new law, regulation or guideline, or any interpretation of any of the foregoing by any governmental authority or other regulatory body or official charged with the administration thereof or the interpretation thereof) shall (1) subject the Lender to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the Loans or the payment to the Lender of any amounts due to it hereunder, or (2) materially change the basis of taxation of payments to the Lender of the principal or the interest on or any central bank or other fiscal, monetary or other authority having jurisdiction over amounts payable to the Lender (whether or not having the force of law), shall: (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against the Letters of Credithereunder, or the Lender's or the Company's liability with respect thereto; or (ii3) impose on the Lender any penalty other conditions or requirements with respect to the foregoing or any other condition regarding this Agreement, the Applications Loan Amount or the Letters of Credit; any Loan, and the Lender shall determine that the result of any of the foregoing is (a) to increase the cost to making, funding or maintaining all or any part of the Loans, or (whether by incurring a cost b) to reduce the amount of principal, interest or adding to a cost) other amount payable to the Lender of issuing or maintaining the Letters of Credit hereunder (without benefit ofhereunder, or credit for, (c) to require the Lender to make any prorations, exemptions, credits payment or to forego any interest or other offsets available under sum payable hereunder, the amount of which payment or foregoing interest or other sum is calculated by reference to the gross amount of any such laws, regulations, guidelines sum receivable or interpretations thereof), then the Company shall pay on demand to deemed received by the Lender from time Borrower hereunder, then, and in each such case not otherwise provided for hereunder, Borrower will, upon demand made by the Lender accompanied by calculations thereof in reasonable detail, pay to time as specified by the Lender such additional amounts as the Lender shall determine are will be sufficient to compensate and indemnify it the Lender for such increased additional cost. If , reduction, payment or foregoing interest or other sum, provided that the Lender makes such a claim for compensationforegoing provisions of this sentence shall not apply in the case of any additional cost, it shall provide reduction, payment or foregoing interest or other sum resulting from any taxes charged upon or by reference to the Company a certificate setting forth the computation overall net income, profits or gains of the increased cost as a result of any event mentioned herein in reasonable detail and such certificate shall be conclusive if reasonably determined (absent manifest error)Lender.

Change in Laws. If the Agent or any Lender shall determine in good faith that any change in any applicable law, regulation or guideline (including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System) or any new law, regulation or guideline, or any interpretation of any of the foregoing by any governmental authority charged with the administration thereof or any central bank or other fiscal, monetary or other authority having jurisdiction over the Agent or such Lender (whether or not having the force of law), shall: (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against the Letters of Credit, or the Agent's or such Lender's or the Company's liability of any Borrower with respect thereto; or (ii) impose on the Agent or such Lender any penalty with respect to the foregoing or any other condition regarding this Agreement, the Applications or the Letters of Credit; and the Agent or such Lender shall determine in good faith that the result of any of the foregoing is to increase the cost (whether by incurring a cost or adding to a cost) to the Agent or such Lender of issuing issuing, maintaining or maintaining participating in the Letters of Credit hereunder (without benefit of, or credit for, any prorations, exemptions, credits or other offsets available under any such laws, regulations, guidelines or interpretations thereof), then the Company Borrowers shall pay on demand to the Agent or such Lender from time to time as specified by the Agent or such Lender such additional amounts as the Agent or such Lender shall determine are sufficient to compensate and indemnify it for such increased cost. If cost in respect of each such Letter of Credit; provided, however, that the Borrowers shall not be obligated to pay any such amount or amounts to the extent such additional cost was incurred or paid by such Lender makes such a claim for compensation, it shall provide more than sixty (60) days prior to the Company a certificate setting forth the computation date of the increased cost as a result delivery of any event mentioned the certificate referred to in the immediately following sentence (nothing herein in reasonable detail and to impair or otherwise affect the Borrowers' liability hereunder for costs subsequently incurred or paid by such certificate shall be conclusive if reasonably determined (absent manifest errorLender).

Change in Laws. If the Agent or any Lender shall determine in good faith that any change in any applicable law, regulation or guideline (including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System) or any new law, regulation or guideline, or any interpretation of any of the foregoing by any governmental authority charged with the administration thereof or any central bank or other fiscal, monetary or other authority having jurisdiction over the Agent or such Lender (whether or not having the force of law), shall: (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against the Letters of Credit, or the Agent's or such Lender's or the Companyeither Borrower's liability with respect thereto; or (ii) impose on the Agent or such Lender any penalty with respect to the foregoing or any other condition regarding this Agreement, the Applications or the Letters of Credit; and the Agent or such Lender shall determine in good faith that the result of any of the foregoing is to increase the actual cost (whether by incurring a cost or adding to a cost) to the Agent or such Lender of issuing issuing, maintaining or maintaining participating in the Letters of Credit hereunder (without benefit of, or credit for, any prorations, exemptions, credits or other offsets available under any such laws, regulations, guidelines or interpretations thereof), then the Company Borrowers shall pay on within 15 days of demand to the Agent or such Lender from time to time as specified by the Agent or such Lender such additional amounts as the Agent or such Lender shall determine are sufficient to compensate and indemnify it for such increased cost. If the Agent or any Lender makes such a claim for compensation, it shall provide either Borrower (with a copy to the Company Agent in the case of any Lender) a certificate setting forth the computation of the increased cost as a result of any event mentioned herein in reasonable detail and such certificate shall be conclusive constitute prima facie evidence if reasonably determined (absent manifest error)determined.

Change in Laws. If the Agent or any Lender shall determine in good faith that any change in any applicable law, regulation or guideline (including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System) or any new law, regulation or guideline, or any interpretation of any of the foregoing by any governmental authority charged with the administration thereof or any central bank or other fiscal, monetary or other authority having jurisdiction over the Agent or such Lender (whether or not having the force of law), shall: : (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against the Letters of Credit, or the Agent's or such Lender's or the Company's liability with respect thereto; or or (ii) impose on the Agent or such Lender any penalty with respect to the foregoing or any other condition regarding this Agreement, the Applications or the Letters of Credit; and the Agent or such Lender shall determine in good faith that the result of any of the foregoing is to increase the cost (whether by incurring a cost or adding to a cost) to the Agent or such Lender of issuing issuing, maintaining or maintaining participating in the Letters of Credit hereunder (without benefit of, or credit for, any prorations, exemptions, credits or other offsets available under any such laws, regulations, guidelines or interpretations thereof), then the Company shall pay on demand to the Agent or such Lender from time to time as specified by the Agent or such Lender such additional amounts as the Agent or such Lender shall determine are sufficient to compensate and indemnify it for such increased cost. If the Agent or any Lender makes such a claim for compensation, it shall provide the Company (with a copy to the Agent in the case of any Lender) a certificate setting forth the computation of the increased cost as a result of any event mentioned herein in reasonable detail and such certificate shall be conclusive if reasonably determined (absent manifest error)determined.

Change in Laws. If the Agent or any Lender shall determine in good faith that any change in any applicable law, regulation or guideline (including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System) or any new law, regulation or guideline, or any interpretation of any of the foregoing by any governmental authority charged with the administration thereof or any central bank or other fiscal, monetary or other authority having jurisdiction over the Agent or such Lender (whether or not having the force of law), shall: (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against the Letters of Credit, or the Agent's or such Lender's or the Companyany Borrower's liability with respect thereto; or (ii) impose on the Agent or such Lender any penalty with respect to the foregoing or any other condition regarding this Agreement, the Applications or the Letters of Credit; and the Agent or such Lender shall determine in good faith that the result of any of the foregoing is to increase the actual cost (whether by incurring a cost or adding to a cost) to the Agent or such Lender of issuing issuing, maintaining or maintaining participating in the Letters of Credit hereunder (without benefit of, or credit for, any prorations, exemptions, credits or other offsets available under any such laws, regulations, guidelines or interpretations thereof), then the Company Borrowers shall pay on within 15 days of demand to the Agent or such Lender from time to time as specified by the Agent or such Lender such additional amounts as the Agent or such Lender shall determine are sufficient to compensate and indemnify it for such increased cost. If the Agent or any Lender makes such a claim for compensation, it shall provide any Borrower (with a copy to the Company Agent in the case of any Lender) a certificate setting forth the computation of the increased cost as a result of any event mentioned herein in reasonable detail and such certificate shall be conclusive constitute prima facie evidence if reasonably determined (absent manifest error)determined.

Change in Laws. If In the event of the enactment, after the date of this Agreement, of any Laws: (a) deducting from the value of property for the purpose of taxation any lien or security interest thereon; (b) imposing upon Lender shall determine that the payment of the whole or any change part of the taxes or assessments or charges or liens herein required to be paid by ▇▇▇▇▇▇▇▇; (c) changing in any applicable lawway the Laws relating to the taxation of deeds of trust or mortgages or security agreements, regulation or guideline (includingdebts secured by deeds of trust or mortgages or security agreements, without limitation, Regulation D or the interest of the Board mortgagee or secured party in the property covered thereby; or (d) changing the manner of Governors collection of such taxes; then, to the Federal Reserve System) or any new law, regulation or guideline, or any interpretation of extent any of the foregoing may affect the Collateral or the indebtedness secured thereby or Lender, then, and in any such event, Borrower, upon demand by any governmental authority charged with the administration thereof or any central bank or other fiscal▇▇▇▇▇▇, monetary or other authority having jurisdiction over the Lender (whether or not having the force of law)shall pay such taxes, shall: (i) imposeassessments, modify or deem applicable any reserve, special deposit or similar requirement against the Letters of Creditcharges, or liens, or reimburse Lender therefor. If Borrower shall be prohibited from paying such tax or from reimbursing Lender for the Lender's or the Company's liability with respect thereto; or (ii) impose on the Lender any penalty with respect amount thereof, Borrower shall execute a modification to the foregoing or any other condition regarding Loan Documents and the Note, which modification shall increase the interest rate payable pursuant to the Note so as to permit Lender to maintain its yield as if such tax had not been imposed. If Borrower shall be prohibited from executing the above‑referenced modifications, Lender may, in ▇▇▇▇▇▇’s sole discretion, declare the principal of all amounts disbursed and owing under the Note, this Agreement, the Applications or the Letters of Credit; and the Lender shall determine that other Loan Documents (including all obligations secured by the result Loan Documents) and all other indebtedness of Borrower to Lender, together with interest thereon, to be immediately due and payable, regardless of any of the foregoing is to increase the cost (whether by incurring a cost other specified maturity or adding to a cost) to the Lender of issuing or maintaining the Letters of Credit hereunder (without benefit of, or credit for, any prorations, exemptions, credits or other offsets available under any such laws, regulations, guidelines or interpretations thereof), then the Company shall pay on demand to the Lender from time to time as specified by the Lender such additional amounts as the Lender shall determine are sufficient to compensate and indemnify it for such increased cost. If the Lender makes such a claim for compensation, it shall provide the Company a certificate setting forth the computation of the increased cost as a result of any event mentioned herein in reasonable detail and such certificate shall be conclusive if reasonably determined (absent manifest error)due date.

Change in Laws. If the Administrative Agent or any Lender shall reasonably determine that any change after the Closing Date in any applicable law, regulation or guideline (including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System) or the adoption after the Closing Date of any new law, regulation or guideline, or any interpretation of any of the foregoing by any governmental authority charged with the administration thereof or any central bank or other fiscal, monetary or other authority having jurisdiction over the Administrative Agent or such Lender (whether or not having the force of law), shall: (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against the Letters of Credit, or the Administrative Agent's or such Lender's or the Companyany Borrower's liability with respect thereto; or or (ii) impose on the Administrative Agent or such Lender any penalty with respect to the foregoing or any other condition regarding this Agreement, the Applications or the Letters of Credit; and the Administrative Agent or such Lender shall determine in good faith that the result of any of the foregoing is to increase the cost (whether by incurring a cost or adding to a cost) to the Administrative Agent or such Lender of issuing issuing, maintaining or maintaining participating in the Letters of Credit hereunder (without benefit of, or credit for, any prorations, exemptions, credits or other offsets available under any such laws, regulations, guidelines or interpretations thereof), then the Company relevant Borrower shall pay on within fifteen (15) days after demand to the Lender from time to time as specified by the Administrative Agent or such Lender pay the Administrative Agent or such Lender such additional amounts as the Administrative Agent or such Lender shall reasonably determine are sufficient to compensate and indemnify it for such increased cost. If the Administrative Agent or any Lender makes such a claim for compensation, it shall provide the Company (with a copy to the Administrative Agent in the case of any Lender) a certificate setting forth the computation of the increased cost as a result of any event mentioned herein in reasonable detail and such certificate shall be conclusive deemed PRIMA FACIE correct. In determining such amount, such Lender may use reasonable averaging and attribution methods. A Lender shall not be entitled to compensation under this Section 1.3(e) with respect to any adoption or change for any period prior to the earlier of (i) the date it notifies any Borrower of the adoption or change giving rise to the request for compensation or (ii) the date which is thirty (30) days prior to the date it becomes aware of the adoption or change giving rise to the request for compensation if reasonably determined (absent manifest error)any Borrower is notified of the adoption or change prior to the lapse of such 30-day period.

Change in Laws. If In the event of the enactment, after the date of this -------------- Agreement, of any Laws: (a) deducting from the value of property for the purpose of taxation of any lien or security interest thereon; (b) imposing upon Lender shall determine that the payment of the whole or any change part of the taxes or assessments or charges or liens herein required to be paid by Borrower; (c) changing in any applicable law, regulation way the Laws relating to the taxation of deeds of trust or guideline (including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System) mortgages or any new law, regulation or guideline, or any interpretation of any of the foregoing by any governmental authority charged with the administration thereof or any central bank or other fiscal, monetary or other authority having jurisdiction over the Lender (whether or not having the force of law), shall: (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against the Letters of Creditsecurity agreements, or the interest of the mortgagee or secured party in the property covered thereby; or (d) the manner of collection of such taxes so as to affect the Deed of Trust secured thereby or Lender, then, and in any such event, Borrower, upon demand by Lender, shall promptly pay such taxes, assessments, charges or liens, or reimburse Lender therefor. If Borrower shall be prohibited from paying such tax or from reimbursing Lender for the amount thereof, Borrower shall execute a modification to the Loan Documents which modification shall increase the interest rate payable pursuant to the Note so as to permit Lender to maintain its yield as if such tax had not been imposed. If Borrower shall be prohibited from executing the above-referenced modifications, Lender may, in Lender's or sole opinion and judgment, declare the Company's liability with respect thereto; or (ii) impose on principal of all amounts disbursed and owing under the Lender any penalty with respect to the foregoing or any other condition regarding Note, this Agreement, and the Applications other Loan Documents (including all obligations secured by this Agreement or the Letters other Loan Documents) and all other indebtedness of Credit; Borrower to Lender, together with interest thereon, to be forthwith due and the Lender shall determine that the result payable, regardless of any of the foregoing is to increase the cost (whether by incurring a cost other specified maturity or adding to a cost) to the Lender of issuing or maintaining the Letters of Credit hereunder (without benefit of, or credit for, any prorations, exemptions, credits or other offsets available under any such laws, regulations, guidelines or interpretations thereof), then the Company shall pay on demand to the Lender from time to time as specified by the Lender such additional amounts as the Lender shall determine are sufficient to compensate and indemnify it for such increased cost. If the Lender makes such a claim for compensation, it shall provide the Company a certificate setting forth the computation of the increased cost as a result of any event mentioned herein in reasonable detail and such certificate shall be conclusive if reasonably determined (absent manifest error)due date.

Change in Laws. If the Agent or any Lender shall determine in good faith that any change in any applicable law, regulation or guideline (including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System) or any new law, regulation or guideline, or any interpretation of any of the foregoing by any governmental authority charged with the administration thereof or any central bank or other fiscal, monetary or other authority having jurisdiction over the Agent or such Lender (whether or not having the force of law), shall: (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against the Letters of Credit, or the Agent's or such Lender's or the Company's liability with respect thereto; or (ii) impose on the Agent or such Lender any penalty with respect to the foregoing or any other condition regarding this Agreement, the Applications or the Letters of Credit; and the Agent or such Lender shall determine that the result of any of the foregoing is to increase the cost (whether by incurring a cost or adding to a cost) to the Agent or such Lender of issuing issuing, maintaining or maintaining participating in the Letters of Credit hereunder (without benefit of, or credit for, any prorations, exemptions, credits or other offsets available under any such laws, regulations, guidelines or interpretations thereof)hereunder, then the Company shall pay on demand to the Agent or such Lender from time to time as specified by the Agent or such Lender such additional amounts as the Agent or such Lender shall determine are sufficient to compensate and indemnify it for such increased cost. If the Agent or any Lender makes such a claim for compensation, it shall provide the Company (with a copy to the Agent in the case of any Lender) a certificate setting forth the computation of the increased cost as a result of any event mentioned herein in reasonable detail and such certificate shall be conclusive if reasonably determined (absent manifest error)determined.

Change in Laws. If In the event of the enactment, after the date of this Agreement, of any Laws: (a) deducting from the value of property for the purpose of taxation any lien or security interest thereon; (b) imposing upon Lender shall determine that the payment of the whole or any change part of the taxes or assessments or charges or liens herein required to be paid by Borrower; (c) changing in any applicable lawway the Laws relating to the taxation of deeds of trust or mortgages or security agreements, regulation or guideline (includingdebts secured by deeds of trust or mortgages or security agreements, without limitation, Regulation D or the interest of the Board mortgagee or secured party in the property covered thereby; or (d) changing the manner of Governors collection of such taxes; then, to the Federal Reserve System) or any new law, regulation or guideline, or any interpretation of extent any of the foregoing may affect the Collateral or the indebtedness secured thereby or Lender, then, and in any such event, Borrower, upon demand by any governmental authority charged with the administration thereof or any central bank or other fiscalLender, monetary or other authority having jurisdiction over the Lender (whether or not having the force of law)shall pay such taxes, shall: (i) imposeassessments, modify or deem applicable any reserve, special deposit or similar requirement against the Letters of Creditcharges, or liens, or reimburse Lender therefor. If Borrower shall be prohibited from paying such tax or from reimbursing Lender for the Lender's or the Company's liability with respect thereto; or (ii) impose on the Lender any penalty with respect amount thereof, Borrower shall execute a modification to the foregoing or any other condition regarding Loan Documents and the Note, which modification shall increase the interest rate payable pursuant to the Note so as to permit Lender to maintain its yield as if such tax had not been imposed. If Borrower shall be prohibited from executing the above‑referenced modifications, Lender may, in Lender’s sole discretion, declare the principal of all amounts disbursed and owing under the Note, this Agreement, the Applications or the Letters of Credit; and the Lender shall determine that other Loan Documents (including all obligations secured by the result Loan Documents) and all other indebtedness of Borrower to Lender, together with interest thereon, to be immediately due and payable, regardless of any of the foregoing is to increase the cost (whether by incurring a cost other specified maturity or adding to a cost) to the Lender of issuing or maintaining the Letters of Credit hereunder (without benefit of, or credit for, any prorations, exemptions, credits or other offsets available under any such laws, regulations, guidelines or interpretations thereof), then the Company shall pay on demand to the Lender from time to time as specified by the Lender such additional amounts as the Lender shall determine are sufficient to compensate and indemnify it for such increased cost. If the Lender makes such a claim for compensation, it shall provide the Company a certificate setting forth the computation of the increased cost as a result of any event mentioned herein in reasonable detail and such certificate shall be conclusive if reasonably determined (absent manifest error)due date.

Change in Laws. If the Agent or any Lender shall determine in good faith that any change in any applicable law, regulation or guideline (including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System) or any new law, regulation or guideline, or any interpretation of any of the foregoing by any governmental authority charged with the administration thereof or any central bank or other fiscal, monetary or other authority having jurisdiction over the Agent or such Lender (whether or not having the force of law), shall: (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against the Letters of Credit, or the Agent's or such Lender's or the Company's liability of the Borrower with respect thereto; or (ii) impose on the Agent or such Lender any penalty with respect to the foregoing or any other condition regarding this Agreement, the Applications or the Letters of Credit; and the Agent or such Lender shall determine in good faith that the result of any of the foregoing is to increase the cost (whether by incurring a cost or adding to a cost) to the Agent or such Lender of issuing issuing, maintaining or maintaining participating in the Letters of Credit hereunder (without benefit of, or credit for, any prorations, exemptions, credits or other offsets available under any such laws, regulations, guidelines or interpretations thereof), then the Company Borrower shall pay on demand to the Agent or such Lender from time to time as specified by the Agent or such Lender such additional amounts as the Agent or such Lender shall determine are sufficient to compensate and indemnify it for such increased cost. If cost in respect of each such Letter of Credit; provided, however, that the Borrower shall not be obligated to pay any such amount or amounts to the extent such additional cost was incurred or paid by such Lender makes such a claim for compensation, it shall provide more than sixty (60) days prior to the Company a certificate setting forth the computation date of the increased cost as a result delivery of any event mentioned the certificate referred to in the immediately following sentence (nothing herein in reasonable detail and to impair or otherwise affect the Borrower's liability hereunder for costs subsequently incurred or paid by such certificate shall be conclusive if reasonably determined (absent manifest errorLender).

Change in Laws. If In the event of the enactment, after the date of this Agreement, of any Laws: (a) deducting from the value of property for the purpose of taxation any lien or security interest thereon; (b) imposing upon Lender shall determine that the payment of the whole or any change part of the taxes or assessments or charges or liens herein required to be paid by ▇▇▇▇▇▇▇▇; (c) changing in any applicable lawway the Laws relating to the taxation of deeds of trust or mortgages or security agreements, regulation or guideline (includingdebts secured by deeds of trust or mortgages or security agreements, without limitation, Regulation D or the interest of the Board mortgagee or secured party in the property covered thereby; or (d) changing the manner of Governors collection of such taxes; then, to the Federal Reserve System) or any new law, regulation or guideline, or any interpretation of extent any of the foregoing may affect the Mortgage or the indebtedness secured thereby or Lender, then, and in any such event, Borrower, upon demand by any governmental authority charged with the administration thereof or any central bank or other fiscal▇▇▇▇▇▇, monetary or other authority having jurisdiction over the Lender (whether or not having the force of law)shall pay such taxes, shall: (i) imposeassessments, modify or deem applicable any reserve, special deposit or similar requirement against the Letters of Creditcharges, or liens, or reimburse Lender therefor. If Borrower shall be prohibited from paying such tax or from reimbursing Lender for the Lender's or the Company's liability with respect thereto; or (ii) impose on the Lender any penalty with respect amount thereof, Borrower shall execute a modification to the foregoing or any other condition regarding Loan Documents and the Note, which modification shall increase the interest rate payable pursuant to the Note so as to permit Lender to maintain its yield as if such tax had not been imposed. If Borrower shall be prohibited from executing the above-referenced modifications, Lender may, in ▇▇▇▇▇▇’s sole discretion, declare the principal of all amounts disbursed and owing under the Note, this Agreement, the Applications or the Letters of Credit; and the Lender shall determine that other Loan Documents (including all obligations secured by the result Loan Documents) and all other indebtedness of Borrower to Lender, together with interest thereon, to be forthwith due and payable, regardless of any of the foregoing is to increase the cost (whether by incurring a cost other specified maturity or adding to a cost) to the Lender of issuing or maintaining the Letters of Credit hereunder (without benefit of, or credit for, any prorations, exemptions, credits or other offsets available under any such laws, regulations, guidelines or interpretations thereof), then the Company shall pay on demand to the Lender from time to time as specified by the Lender such additional amounts as the Lender shall determine are sufficient to compensate and indemnify it for such increased cost. If the Lender makes such a claim for compensation, it shall provide the Company a certificate setting forth the computation of the increased cost as a result of any event mentioned herein in reasonable detail and such certificate shall be conclusive if reasonably determined (absent manifest error)due date.

Change in Laws. If In the event of the enactment, after the date of this Agreement, of any Laws: (a) deducting from the value of property for the purpose of taxation any lien or security interest thereon; (b) imposing upon Lender shall determine that the payment of the whole or any change part of the taxes or assessments or charges or liens herein required to be paid by Borrower; (c) changing in any applicable lawway the Laws relating to the taxation of deeds of trust or mortgages or security agreements, regulation or guideline (includingdebts secured by deeds of trust or mortgages or security agreements, without limitation, Regulation D or the interest of the Board mortgagee or secured party in the property covered thereby; or (d) changing the manner of Governors collection of such taxes; then, to the Federal Reserve System) or any new law, regulation or guideline, or any interpretation of extent any of the foregoing may affect the Deed of Trust or the indebtedness secured thereby or Lender, then, and in any such event, Borrower, upon demand by any governmental authority charged with the administration thereof or any central bank or other fiscalLender, monetary or other authority having jurisdiction over the Lender (whether or not having the force of law)shall pay such taxes, shall: (i) imposeassessments, modify or deem applicable any reserve, special deposit or similar requirement against the Letters of Creditcharges, or liens, or reimburse Lender therefor. If Borrower shall be prohibited from paying such tax or from reimbursing Lender for the amount thereof, Borrower shall execute a modification to the Loan Documents and the Note, which modification shall increase the interest rate payable pursuant to the Note so as to permit Lender to maintain its yield as if such tax had not been imposed. If Borrower shall be prohibited from executing the above-referenced modifications, Lender may, in Lender's or sole discretion, declare the Company's liability with respect thereto; or (ii) impose on principal of all amounts disbursed and owing under the Lender any penalty with respect to the foregoing or any other condition regarding Note, this Agreement, the Applications or the Letters of Credit; and the Lender shall determine that other Loan Documents (including all obligations secured by the result Loan Documents) and all other indebtedness of Borrower to Lender, together with interest thereon, to be forthwith due and payable, regardless of any of the foregoing is to increase the cost (whether by incurring a cost other specified maturity or adding to a cost) to the Lender of issuing or maintaining the Letters of Credit hereunder (without benefit of, or credit for, any prorations, exemptions, credits or other offsets available under any such laws, regulations, guidelines or interpretations thereof), then the Company shall pay on demand to the Lender from time to time as specified by the Lender such additional amounts as the Lender shall determine are sufficient to compensate and indemnify it for such increased cost. If the Lender makes such a claim for compensation, it shall provide the Company a certificate setting forth the computation of the increased cost as a result of any event mentioned herein in reasonable detail and such certificate shall be conclusive if reasonably determined (absent manifest error)due date.

Change in Laws. If the Agent or any Lender shall determine in good faith that any change in any applicable law, regulation or guideline (including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System) or any new law, regulation or guideline, or any interpretation of any of the foregoing by any governmental authority charged with the administration thereof or any central bank or other fiscal, monetary or other authority having jurisdiction over the Agent or such Lender (whether or not having the force of law), shall: (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against the Letters of Credit, or the Agent's or such Lender's or the Company's liability of the Borrower with respect thereto; or (ii) impose on the Agent or such Lender any penalty with respect to the foregoing or any other condition regarding this Agreement, the Applications or the Letters of Credit; and the Agent or such Lender shall determine in good faith that the result of any of the foregoing is to increase the cost (whether by incurring a cost or adding to a cost) to the Agent or such Lender of issuing issuing, maintaining or maintaining participating in the Letters of Credit hereunder (without benefit of, or credit for, any prorations, exemptions, credits or other offsets available under any such laws, regulations, guidelines or interpretations thereof), then the Company Borrower shall pay on demand to the Agent or such Lender from time to time as specified by the Agent or such Lender such additional amounts as the Agent or such Lender shall determine are sufficient to compensate and indemnify it for such increased cost. If cost in respect of each such Letter of Credit; provided, however, that the Borrower shall not be obligated to pay any such amount or amounts to the extent such additional cost was incurred or paid by such Lender makes such a claim for compensation, it shall provide more than ninety (90) days prior to the Company a certificate setting forth the computation date of the increased cost as a result delivery of any event mentioned the certificate referred to in the immediately following sentence (nothing herein in reasonable detail and to impair or otherwise affect the Borrower's liability hereunder for costs subsequently incurred or paid by such certificate shall be conclusive if reasonably determined (absent manifest errorLender).

Change in Laws. If the Agent or any Lender shall determine in good faith that any change in any applicable law, regulation or guideline (including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System) or any new law, regulation or guideline, or any interpretation of any of the foregoing by any governmental authority charged with the administration thereof or any central bank or other fiscal, monetary or other authority having jurisdiction over the Agent or such Lender (whether or not having the force of law), shall: (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against the Letters of Credit, or the Agent's or such Lender's or the Company's Borrowers' liability with respect thereto; or (ii) impose on the Agent or such Lender any penalty with respect to the foregoing or any other condition regarding this Agreement, the Applications or the Letters of Credit; and the Agent or such Lender shall determine in good faith that the result of any of the foregoing is to increase the cost (whether by incurring a cost or adding to a cost) to the Agent or such Lender of issuing issuing, maintaining or maintaining participating in the Letters of Credit hereunder (without benefit of, or credit for, any prorations, exemptions, credits or other offsets available under any such laws, regulations, guidelines or interpretations thereof), then the Company Borrowers shall pay on demand to the Agent or such Lender from time to time as specified by the Agent or such Lender such additional amounts as the Agent or such Lender shall determine are sufficient to compensate and indemnify it for such increased cost. If the Agent or any Lender makes such a claim for compensation, it shall provide the Company Borrowers (with a copy to the Agent in the case of any Lender) a certificate setting forth the computation of the increased cost as a result of any event mentioned herein in reasonable detail and such certificate shall be conclusive if reasonably determined (absent manifest error)determined.

Change in Laws. If In the event of the enactment, after the date of this -------------- Agreement, of any Laws; (a) deducting from the value of property for the purpose of taxation of any lien or security interest thereon; (b) imposing upon Lender shall determine that the payment of the whole or any change part of the taxes or assessments or charges or liens herein required to be paid by Borrower. (c) changing in any applicable law, regulation way the Laws relating to the taxation of deeds of trust or guideline (including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System) mortgages or any new law, regulation or guideline, or any interpretation of any of the foregoing by any governmental authority charged with the administration thereof or any central bank or other fiscal, monetary or other authority having jurisdiction over the Lender (whether or not having the force of law), shall: (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against the Letters of Creditsecurity agreements, or the interest of the mortgagee or secured party in the property covered thereby; or (d) the manner of collection of such taxes so as to affect the Deed of Trust secured thereby or longer, then, and in any such event. Borrower, upon demand by Lender, shall promptly pay such taxes, assessments, charges or liens, or reimburse Lender therefor. If Borrower shall be prohibited from paying such tax or from reimbursing Lender for the amount thereof. Borrower shall execute a modification to the Loan Documents which modifications shall increase the interest rate payable pursuant to the Note so as to permit Lender to maintain its yield as if such tax had not been imposed. If Borrower shall be prohibited from executing the above-referenced modifications, Lender may, in Lender's or sole opinion and judgement, declare the Company's liability with respect thereto; or (ii) impose on principal of all amounts disbursed and owing under the Lender any penalty with respect to the foregoing or any other condition regarding Note, this Agreement, and the Applications other Loan Documents (including all obligations secured by this Agreement or the Letters other Loan Documents) and all other indebtedness of Credit; Borrower to Lender, together with interest thereon, to be forthwith due and the Lender shall determine that the result payable, regardless of any of the foregoing is to increase the cost (whether by incurring a cost other specified maturity or adding to a cost) to the Lender of issuing or maintaining the Letters of Credit hereunder (without benefit of, or credit for, any prorations, exemptions, credits or other offsets available under any such laws, regulations, guidelines or interpretations thereof), then the Company shall pay on demand to the Lender from time to time as specified by the Lender such additional amounts as the Lender shall determine are sufficient to compensate and indemnify it for such increased cost. If the Lender makes such a claim for compensation, it shall provide the Company a certificate setting forth the computation of the increased cost as a result of any event mentioned herein in reasonable detail and such certificate shall be conclusive if reasonably determined (absent manifest error)due date.

Change in Laws. If Anything hereinbefore to the Lender shall determine that contrary notwithstanding, if any change future applicable law (which expression, as used in this Agreement, includes statutes and rules and regulations thereunder and interpretations thereof by any applicable law, regulation competent court or guideline (including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System) or any new law, regulation or guideline, or any interpretation of any of the foregoing by any governmental authority or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time heretofore or hereafter made upon or otherwise issued to the Lender shall (1) subject the Lender to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the loans or the payment to the Lender of any amounts due to it hereunder, or (2) materially change the basis of taxation of payments to the Lender of the principal or the interest on or any central bank or other fiscal, monetary or other authority having jurisdiction over amounts payable to the Lender hereunder, or (whether 3) impose or not having the force of law), shall: (i) impose, modify increase or deem render applicable any reserve, special or supplemental special deposit or reserve or similar requirement requirements or assessment against the Letters of Creditassets held by, or deposits in or for the Lender's account of, or any liabilities of, or loans by an office of the Company's liability with Lender in respect thereto; or of the transactions contemplated herein, or (ii4) impose on the Lender any penalty other conditions or requirements with respect to the foregoing or any other condition regarding this Agreement, the Applications Maximum Amount, or the Letters of Credit; any loan made hereunder, and the Lender shall determine that the result of any of the foregoing is (a) to increase the cost of making, funding or maintaining all or any part of the Loans, or (whether by incurring a cost b) to reduce the amount of principal, interest or adding to a cost) other amount payable to the Lender of issuing or maintaining the Letters of Credit hereunder (without benefit ofhereunder, or credit for, (c) to require the Lender to make any prorations, exemptions, credits payment or to forego any interest or other offsets available under sum payable hereunder, the amount of which payment or foregoing interest or other sum is calculated by reference to the gross amount of any such laws, regulations, guidelines sum receivable or interpretations thereof), then the Company shall pay on demand to deemed received by the Lender from time the Borrower hereunder, then, and in each such case not otherwise provided for hereunder, the Borrower will, upon demand made by the Lender accompanied by calculations thereof in reasonable detail, pay to time as specified by the Lender such additional amounts as the Lender shall determine are will be sufficient to compensate and indemnify it the Lender for such increased additional cost. If , reduction, payment or foregone interest or other sum, provided that the Lender makes such a claim for compensationforegoing provisions of this sentence shall not apply in the case of any additional cost, it shall provide reduction, payment or foregone interest or other sum resulting from any taxes charged upon or by reference to the Company a certificate setting forth the computation overall net income, profits or gains of the increased cost as a result of any event mentioned herein in reasonable detail and such certificate shall be conclusive if reasonably determined (absent manifest error)Lender.

Change in Laws. If the Agent or any Lender shall determine in good faith that any change in any applicable law, regulation or guideline (including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System) or any new law, regulation or guideline, or any interpretation of any of the foregoing by any governmental authority charged with the administration thereof or any central bank or other fiscal, monetary or other authority having jurisdiction over the Agent or such Lender (whether or not having the force of law), shall: (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against the Letters of Credit, or the Agent's or such Lender's or the Company's liability with respect thereto; or (ii) impose on the Agent or such Lender any penalty with respect to the foregoing or any other condition regarding this Agreement, the Applications or the Letters of Credit; and the Agent or such Lender shall determine in good faith that the result of any of the foregoing is to increase the cost (whether by incurring a cost or adding to a cost) to the Agent or such Lender of issuing issuing, maintaining or maintaining participating in the Letters of Credit hereunder (without benefit of, or credit for, any prorations, exemptions, credits or other offsets available under any such laws, regulations, guidelines or interpretations thereof), then the Company shall pay on demand to the Agent or such Lender from time to time as specified by the Agent or such Lender such additional amounts as the Agent or such Lender shall determine are sufficient to compensate and indemnify it for such increased cost. If the Agent or any Lender makes such a claim for compensation, it shall provide the Company (with a copy to the Agent in the case of any Lender) a certificate setting forth the computation of the increased cost as a result of any event mentioned herein in reasonable detail and such certificate shall be conclusive if reasonably determined (absent manifest error)determined.

Change in Laws. If the Agent or any Lender shall determine in good faith that any change in any applicable law, regulation or guideline (including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System) or any new law, regulation or guideline, or any interpretation of any of the foregoing by any governmental authority charged with the administration thereof or any central bank or other fiscal, monetary or other authority having jurisdiction over the Agent or such Lender (whether or not having the force of law), shall: (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against the Letters of Credit, or the Agent's or such Lender's or the Company's liability of the Borrower with respect thereto; or (ii) impose on the Agent or such Lender any penalty with respect to the foregoing or any other condition regarding this Agreement, the Applications or the Letters of Credit; and the Agent or such Lender shall determine in good faith that the result of any of the foregoing is to increase the cost (whether by incurring a cost or adding to a cost) to the Agent or such Lender of issuing issuing, maintaining or maintaining participating in the Letters of Credit hereunder (without benefit of, or credit for, any prorations, exemptions, credits or other offsets available under any such laws, regulations, guidelines or interpretations thereof), then the Company Borrower shall pay on demand to the Agent or such Lender from time to time as specified by the Agent or such Lender such additional amounts as the Agent or such Lender shall determine are sufficient to compensate and indemnify it for such increased cost. If cost in respect of each such Letter of Credit; PROVIDED, HOWEVER, that the Borrower shall not be obligated to pay any such amount or amounts to the extent such additional cost was incurred or paid by such Lender makes such a claim for compensation, it shall provide more than sixty (60) days prior to the Company a certificate setting forth the computation date of the increased cost as a result delivery of any event mentioned the certificate referred to in the immediately following sentence (nothing herein in reasonable detail and to impair or otherwise affect the Borrower's liability hereunder for costs subsequently incurred or paid by such certificate shall be conclusive if reasonably determined (absent manifest errorLender).