Common use of Change in Laws Clause in Contracts

Change in Laws. If, after the date hereof, the adoption of any applicable Law, or any change in any applicable Law, or any change in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such Governmental Authority: (i) shall subject such Lender (or its Applicable Lending Office) to any tax, duty, or other charge with respect to any Eurodollar Borrowing, its Note (if any), or its obligation to make Eurodollar Borrowings, or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under this Agreement or its Note (if any) in respect of any Eurodollar Borrowings (other than taxes imposed on the overall gross or net income of such Lender or franchise taxes imposed on such Lender, in each case by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office); (ii) shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement (other than the Reserve Requirement utilized in the determination of the Adjusted Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender, (or its Applicable Lending Office), including the Commitment of such Lender hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting this Agreement or its Note (if any) or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making, Converting into, Continuing, or maintaining any Eurodollar Borrowings or to reduce any sum received or receivable by such Lender (or its Applicable Lending Office) under this Agreement with respect to any Eurodollar Borrowings, then Borrower shall pay to such Lender from time to time as specified by the affected Lender such amount or amounts as will compensate such Lender for such increased cost or reduction. If any Lender requests compensation by Borrower under this Section 4.1(a), then Borrower may, by notice to such Lender (with a copy to Administrative Agent), suspend the obligation of such Lender to make or Continue Eurodollar Borrowings, or Convert all Eurodollar Borrowings into Base Rate Borrowings, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 shall be applicable); provided that such suspension shall not affect the Right of such Lender to receive the compensation so requested.

Change in Laws. If, after the date hereof, the adoption of any applicable LawGovernmental Requirement, or any change in any applicable LawGovernmental Requirement, or any change in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such Governmental Authority: (i) shall subject such Lender (or its Applicable Lending Office) to any tax, duty, or other charge with respect to any Eurodollar Borrowing, its Note (if any)Note, or its obligation to make Eurodollar Borrowings, or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under this Agreement or its Note (if any) in respect of any Eurodollar Borrowings (other than taxes imposed on the overall gross or net income of such Lender or franchise taxes imposed on such Lender, in each case by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office); (ii) shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement (other than the Reserve Requirement utilized in the determination of the Adjusted Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender, Lender (or its Applicable Lending Office), including the Commitment of such Lender hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting this Agreement or its Note (if any) or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making, Converting into, Continuing, or maintaining any Eurodollar Borrowings or to reduce any sum received or receivable by such Lender (or its Applicable Lending Office) under this Agreement or its Note with respect to any Eurodollar Borrowings, then Borrower shall pay to such Lender from time to time as specified by the affected Lender on demand such amount or amounts as such Lender reasonably determines will compensate such Lender for such increased cost or reduction. If any Lender requests compensation by Borrower under this Section 4.1(a)3.14, then Borrower may, by notice to such Lender (with a copy to Administrative Agent), suspend the obligation of such Lender to make or Continue Eurodollar Borrowings, or Convert all Eurodollar Borrowings into Base Rate Borrowings, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 3.17 shall be applicable); provided that such suspension shall not affect the Right of such Lender to receive the compensation so requested.

Change in Laws. If, after the date hereof, the adoption of any applicable LawGovernmental Requirement, or any change in any applicable LawGovernmental Requirement, or any change in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such Governmental Authority: (iI) shall subject such Lender (or its Applicable Lending Office) to any tax, duty, or other charge with respect to any Eurodollar Borrowing, its Note (if any)Note, or its obligation to make Eurodollar Borrowings, or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under this Agreement or its Note (if any) in respect of any Eurodollar Borrowings (other than taxes imposed on the overall gross or net income of such Lender or franchise taxes imposed on such Lender, in each case by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office); (iiII) shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement (other than the Reserve Requirement utilized in the determination of the Adjusted Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender, Lender (or its Applicable Lending Office), including the Commitment of such Lender hereunder; or (iiiIII) shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting this Agreement or its Note (if any) or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making, Converting into, Continuing, or maintaining any Eurodollar Borrowings or to reduce any sum received or receivable by such Lender (or its Applicable Lending Office) under this Agreement or its Note with respect to any Eurodollar Borrowings, then Borrower Borrowers shall pay to such Lender from time to time as specified by the affected Lender on demand such amount or amounts as will compensate such Lender for such increased cost or reduction. If any Lender requests compensation by Borrower Borrowers under this Section 4.1(a)SECTION 3.14, then Borrower Borrowers may, by notice to such Lender (with a copy to Administrative AgentAgents), suspend the obligation of such Lender to make or Continue Eurodollar Borrowings, or Convert all Eurodollar Borrowings into Base Rate Borrowings, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 SECTION 3.17 shall be applicable); provided that such suspension shall not affect the Right of such Lender to receive the compensation so requested.

Change in Laws. If, after the date hereof, the adoption of any applicable LawGovernmental Requirement, or any change in any applicable LawGovernmental Requirement, or any change in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such Governmental Authority: (i) shall subject such Lender (or its Applicable Lending Office) to any tax, duty, or other charge with respect to any Eurodollar Borrowing, its Note (if any)Note, or its obligation to make Eurodollar Borrowings, or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under this Agreement or its Note (if any) in respect of any Eurodollar Borrowings (other than taxes imposed on the overall gross or net income of such Lender or franchise taxes imposed on such Lender, in each case by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office); (ii) shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement (other than the Reserve Requirement utilized in the determination of the Adjusted Eurodollar Rate) relating to any arty extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender, Lender (or its Applicable Lending Office), including the Commitment of such Lender hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting this Agreement or its Note (if any) or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making, Converting into, Continuing, or maintaining any Eurodollar Borrowings or to reduce any sum received or receivable by such Lender (or its Applicable Lending Office) under this Agreement or its Note with respect to any Eurodollar Borrowings, then Borrower Borrowers shall pay to such Lender from time to time as specified by the affected Lender on demand such amount or amounts as will compensate such Lender for such increased cost or reduction. If any Lender requests compensation by Borrower under this Section 4.1(a), then Borrower may, by notice to such Lender (with a copy to Administrative Agent), suspend the obligation of such Lender to make or Continue Eurodollar Borrowings, or Convert all Eurodollar Borrowings into Base Rate Borrowings, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 shall be applicable); provided that such suspension shall not affect the Right of such Lender to receive the compensation so requested.

Change in Laws. If, after the date hereof, the adoption of any applicable Law, or any change in any applicable Law, or any change in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such Governmental Authority: (i) shall subject such Lender (or its Applicable Lending Office) to any tax, duty, or other charge with respect to any Eurodollar Borrowing, its Note (if any), or its obligation to make Eurodollar Borrowings, or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under this Agreement or its Note (if any) in respect of any Eurodollar Borrowings (other than taxes imposed on the overall gross or net income of such Lender or franchise taxes imposed on such Lender, in each case by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office); (ii) shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement (other than the Reserve Requirement utilized in the determination of the Adjusted Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender, Lender (or its Applicable Lending Office), including the Commitment of such Lender hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting this Agreement or its Note (if any) or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making, Converting into, Continuing, or maintaining any Eurodollar Borrowings or to reduce any sum received or receivable by such Lender (or its Applicable Lending Office) under this Agreement with respect to any Eurodollar Borrowings, then Borrower shall pay to such Lender from time to time as specified by the affected Lender such amount or amounts as will compensate such Lender for such increased cost or reduction. If any Lender requests compensation by Borrower under this Section SECTION 4.1(a), then Borrower may, by notice to such Lender (with a copy to Administrative Agent), suspend the obligation of such Lender to make or Continue Eurodollar Borrowings, or Convert all Eurodollar Borrowings into Base Rate Borrowings, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section SECTION 4.4 shall be applicable); provided that PROVIDED THAT such suspension shall not affect the Right of such Lender to receive the compensation so requested.

Change in Laws. If, after the date hereof, the adoption of any applicable LawGovernmental Requirement, or any change in any applicable LawGovernmental Requirement, or any change in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or Credit Agreement 34 administration thereof, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such Governmental Authority: (i) shall subject such Lender (or its Applicable Lending Office) to any tax, duty, or other charge with respect to any Eurodollar LIBOR Borrowing, its Note (if any)any Note, or its obligation to make Eurodollar LIBOR Borrowings, or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under this Agreement or its any Note (if any) in respect of any Eurodollar LIBOR Borrowings (other than taxes imposed on the overall gross or net income of such Lender or franchise taxes imposed on such Lender, in each case by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office); (ii) shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement (other than the Reserve Requirement utilized in the determination of the Adjusted Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender, Lender (or its Applicable Lending Office), including the Commitment of such Lender hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting this Agreement or its any Note (if any) or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making, Converting into, Continuing, or maintaining any Eurodollar LIBOR Borrowings or to reduce any sum received or receivable by such Lender (or its Applicable Lending Office) under this Agreement or any Note with respect to any Eurodollar LIBOR Borrowings, then Borrower Borrowers shall pay to such Lender from time to time as specified by the affected Lender on demand such amount or amounts as will compensate such Lender for such increased cost or reduction. If any Lender requests compensation by Borrower under this Section 4.1(a), then Borrower may, by notice to such Lender (with a copy to Administrative Agent), suspend the obligation of such Lender to make or Continue Eurodollar Borrowings, or Convert all Eurodollar Borrowings into Base Rate Borrowings, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 shall be applicable); provided that such suspension shall not affect the Right of such Lender to receive the compensation so requested.

Change in Laws. If, after the date hereof, the adoption of any applicable LawGovernmental Requirement, or any change in any applicable LawGovernmental Requirement, or any change in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such Governmental Authority: (i) shall subject such Lender (or its Applicable Lending Office) to any tax, duty, or other charge with respect to any Eurodollar Borrowing, its Note (if any)Note, or its obligation to make Eurodollar Borrowings, or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under this Agreement or its Note (if any) in respect of any Eurodollar Borrowings (other than taxes imposed on the overall gross or net income of such Lender or franchise taxes imposed on such Lender, in each case by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office); (ii) shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement (other than the Reserve Requirement utilized in the determination of the Adjusted Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender, Lender (or its Applicable Lending Office), including the Commitment of such Lender hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting this Agreement or its Note (if any) or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making, Converting into, Continuing, or maintaining any Eurodollar Borrowings or to reduce any sum received or receivable by such Lender (or its Applicable Lending Office) under this Agreement or its Note with respect to any Eurodollar Borrowings, then Borrower Borrowers shall pay to such Lender from time to time as specified by the affected Lender on demand such amount or amounts as will compensate such Lender for such increased cost or reduction. If any Lender requests compensation by Borrower under this Section 4.1(a), then Borrower may, by notice to such Lender (with a copy to Administrative Agent), suspend the obligation of such Lender to make or Continue Eurodollar Borrowings, or Convert all Eurodollar Borrowings into Base Rate Borrowings, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 shall be applicable); provided that such suspension shall not affect the Right of such Lender to receive the compensation so requested.

Change in Laws. If, after the date hereof, the adoption of If any applicable Law, Issuing Agent or any Lender shall determine in good faith that any change in any applicable Lawlaw, 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 change in interpretation of any of the interpretation or administration thereof foregoing by any Governmental Authority governmental authority charged with the interpretation administration thereof or administration thereofany central bank or other fiscal, monetary or compliance by any other authority having jurisdiction over the Issuing Agent or such Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any ), in each case, occurring after the date hereof and having general applicability to banks within the jurisdiction in which such Governmental AuthorityIssuing Agent or Lender operates, shall: (i) shall subject such Lender (or its Applicable Lending Office) to any tax, duty, or other charge with respect to any Eurodollar Borrowing, its Note (if any), or its obligation to make Eurodollar Borrowings, or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under this Agreement or its Note (if any) in respect of any Eurodollar Borrowings (other than taxes imposed on the overall gross or net income of such Lender or franchise taxes imposed on such Lender, in each case by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office); (ii) shall impose, modify, modify or deem applicable any reserve, special deposit, assessment, deposit or similar requirement (other than against the Reserve Requirement utilized in Letters of Credit, or such Issuing Agent or such Lender or the determination liability of the Adjusted Eurodollar Rate) relating to any extensions of credit or other assets ofCompany with respect thereto, or any deposits with or other liabilities or commitments of, such Lender, (or its Applicable Lending Office), including the Commitment of such Lender hereunder; or (iiiii) shall impose on such Issuing Agent or such Lender (any penalty with respect to the foregoing or its Applicable Lending Office) or the London interbank market any other condition affecting this Agreement regarding the Applications or its Note (if any) or any the Letters of such extensions of credit or liabilities or commitmentsCredit; and the Issuing Agent or such Lender shall determine in good faith that the result of any of the foregoing is to materially increase the cost (whether by incurring a cost or adding to a cost) to the Issuing Agent or such Lender (of issuing, maintaining or its Applicable Lending Office) participating in the Letters of makingCredit hereunder, Converting into, Continuing, then the Company shall pay within 15 days after written demand therefor from such Issuing Agent or maintaining any Eurodollar Borrowings or to reduce any sum received or receivable by such Lender (such additional amounts as the Issuing Agent or its Applicable Lending Office) under this Agreement with respect to any Eurodollar Borrowings, then Borrower shall pay to such Lender from time shall determine are sufficient to time as specified by the affected Lender such amount or amounts as will compensate such Lender and indemnify it for such increased cost in respect of each such Letter of Credit issued for the Company's account or reductionits Subsidiary's account; provided, that the Company shall not be required to compensate or indemnify the Issuing Agent or such Lender for any increased costs incurred more than 90 days prior to the date such Issuing Agent or such Lender notifies the Company of the event giving rise to such increased costs. If the Issuing Agent or any Lender requests compensation by Borrower under this Section 4.1(a)makes such a claim for compensation, then Borrower may, by notice to such Lender it shall provide the Company (with a copy to Administrative Agent), suspend the obligation Issuing 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 Lender to make or Continue Eurodollar Borrowings, or Convert all Eurodollar Borrowings into Base Rate Borrowings, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 certificate shall be applicable); provided that such suspension shall not affect the Right of such Lender to receive the compensation so requestedconclusive if reasonably determined.