Common use of Increased Cost Clause in Contracts

Increased Cost. If any Change in Law: (a) shall subject such Buyer (or its LIBOR Lending Office) to any tax, duty or other charge with respect to this Agreement or any Transaction or change the basis of taxation of payments to the Buyer in respect thereof (except for changes in the rate of tax on the overall net income of Buyer or its LIBOR Lending Office imposed by the jurisdiction in which Buyer's principal executive office or LIBOR Lending Office is located); (b) shall impose, modify or deem applicable any reserve (including, without limitation, any imposed by the Board of Governors of the Federal Reserve System), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by Buyer (or its LIBOR Lending Office), or shall impose on Buyer (or its LIBOR Lending Office) or the foreign exchange and interbank markets any other condition affecting this Agreement or the making or maintaining of Transactions hereunder; or (c) shall impose on the Buyer any other condition: and the result of any of the foregoing is to increase the cost to such Buyer, by an amount which the Buyer deems to be material, of entering, continuing or maintaining any Transaction or to reduce any amount due or owing hereunder in respect thereof, then in any such case, the Seller shall promptly pay the Agent (for distribution to such Buyer) such additional amount or amounts as calculated by the Buyer in good faith as will compensate the Buyer for such increased cost or reduced amount. A certificate of a Buyer, prepared in good faith and in reasonable detail by such Buyer and submitted to the Seller and the Agent, setting forth the basis for determining such additional amount or amounts necessary to compensate such Buyer shall be conclusive and binding for all purposes, absent manifest error.

Increased Cost. If any Change Legal Requirement (other than with respect to any amendment made to the Buyer’s articles of incorporation and by-laws or other organizational or governing documents) or any change in Law: the interpretation or application thereof or compliance by the Buyer with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the Effective Date: (a) shall subject such the Buyer (or its LIBOR Lending Office) to any taxTax or increased Tax (other than any Taxes other than that are imposed on its overall net income (and franchise taxes imposed in lieu thereof) by the jurisdiction under the laws of which such Person is organized or of its applicable lending office, duty or other charge any political subdivision thereof) of any kind whatsoever with respect to this Agreement or any Transaction or change the basis of taxation of payments to the Buyer in respect thereof (except for changes in the rate of tax on the overall net income of Buyer or its LIBOR Lending Office imposed by the jurisdiction in which Buyer's principal executive office or LIBOR Lending Office is located); thereof; (b) shall impose, modify or deem hold applicable any reserve (including, without limitation, any imposed by the Board of Governors of the Federal Reserve System)reserve, special deposit deposit, compulsory loan or similar requirement against assets ofheld by, deposits with or other liabilities in or for the account of, or credit extended by Buyer (or its LIBOR Lending Office)advances, or shall impose on Buyer (other extensions of credit by, or its LIBOR Lending Office) or the foreign exchange and interbank markets any other condition affecting this Agreement or acquisition of funds by, any office of the making or maintaining Buyer that is not otherwise included in the determination of Transactions the LIBOR Rate hereunder; or or (c) shall impose on the Buyer any other condition: ; and the result of any of the foregoing is to increase the cost to such the Buyer, by an amount which the Buyer deems to be material, of entering, continuing or maintaining any Transaction or to reduce any amount due or owing hereunder in respect thereof, then then, in any such case, the Seller shall promptly pay the Agent (for distribution to such Buyer) Buyer such additional amount or amounts as calculated by the Buyer in good faith as will compensate the Buyer for such increased cost or reduced amount. A certificate of a Buyer, prepared in good faith and in reasonable detail by such Buyer and submitted to the Seller and the Agent, setting forth the basis for determining such additional amount or amounts necessary to compensate such Buyer shall be conclusive and binding for all purposes, absent manifest errorreceivable.

Increased Cost. If If, as a result of any Change law, rule, regulation, treaty or directive, or any change therein or in Law: the interpretation or administration thereof, or compliance by a Bank with any request or directive (whether or not having the force of law) from any court or governmental authority, agency or instrumentality: (a) shall subject such Buyer (or its LIBOR Lending Office) to any tax, duty or other charge with respect to this Agreement any Loan, any Note, or any Transaction such Bank's obligation to make Loans is imposed, modified or change deemed applicable, or the basis of taxation of payments to such Bank of the Buyer in respect thereof principal of, or interest on, any Loan (except for changes in the rate of tax other than taxes imposed on the overall net income of Buyer or its LIBOR Lending Office imposed such Bank by the jurisdiction in which Buyer's such Bank has its principal executive office or LIBOR Lending Office office) is located); changed; (b) shall impose, modify or deem applicable any reserve (including, without limitation, any imposed by the Board of Governors of the Federal Reserve System)reserve, special deposit deposit, special assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by Buyer by, such Bank is imposed, modified or deemed applicable; or (or its LIBOR Lending Office), or shall impose on Buyer (or its LIBOR Lending Officec) or the foreign exchange and interbank markets any other condition affecting this Agreement or any Loan is imposed on such Bank or the making or maintaining of Transactions hereunder; or (c) shall impose on the Buyer any other condition: interbank eurodollar market, and the result of any of the foregoing is to increase such Bank determines that, by reason thereof, the cost to such Buyer, by an amount which the Buyer deems to be material, Bank of entering, continuing making or maintaining any Transaction Loan is increased, or to reduce the amount of any amount due sum receivable by such Bank hereunder or owing hereunder under the Note in respect thereofof any Loan is reduced, then in any such caseeach Fund and/or each Portfolio, as the Seller case may be, whose Loan is affected by the foregoing shall promptly pay the Agent (for distribution to such Buyer) Bank upon demand such additional amount or amounts as calculated by the Buyer in good faith as will compensate the Buyer such Bank for such increased additional cost or reduced amount. A certificate of a Buyerreduction, prepared in good faith and in reasonable detail by such Buyer and submitted not to the Seller and the Agent, setting forth the basis for determining such additional exceed an amount or amounts necessary reasonably incurred, upon presentation by such Bank of a statement in the amount or amounts and setting forth such Bank's calculation thereof (provided that such Bank has not been compensated for such additional cost or reduction in the calculation of the Eurocurrency Reserve Requirement). Determinations by a Bank for purposes of this Section 5.1 of the additional amounts required to compensate such Buyer Bank in respect of the foregoing shall be conclusive and binding for all purposes, absent in the absence of manifest error. In determining such amounts, the relevant Bank may use any reasonable averaging, attribution and allocation methods.

Increased Cost. If If, as a result of any Change law, rule, regulation, treaty or directive, or any change therein or in Law: the interpretation or administration thereof, or compliance by a Bank with any request or directive (whether or not having the force of law) from any court or governmental authority, agency or instrumentality: (a) shall subject such Buyer (or its LIBOR Lending Office) to any tax, duty or other charge with respect to this Agreement any Loan, any Note, or any Transaction such Bank's obligation to make Loans is imposed, modified or change deemed applicable, or the basis of taxation of payments to such Bank of the Buyer in respect thereof principal of, or interest on, any Loan (except for changes in the rate of tax other than taxes imposed on the overall net income of Buyer or its LIBOR Lending Office imposed such Bank by the jurisdiction in which Buyer's such Bank has its principal executive office or LIBOR Lending Office office) is located); changed; (b) shall impose, modify or deem applicable any reserve (including, without limitation, any imposed by the Board of Governors of the Federal Reserve System)reserve, special deposit deposit, special assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by Buyer by, such Bank is imposed, modified or deemed applicable; or (or its LIBOR Lending Office), or shall impose on Buyer (or its LIBOR Lending Officec) or the foreign exchange and interbank markets any other condition affecting this Agreement or any Loan is imposed on such the making Bank or maintaining of Transactions hereunder; or (c) shall impose on the Buyer any other condition: interbank eurodollar market, and the result of any of the foregoing is to increase such Bank determines that, by reason thereof, the cost to such Buyer, by an amount which the Buyer deems to be material, Bank of entering, continuing making or maintaining any Transaction Loan is increased, or to reduce the amount of any amount due sum receivable by such Bank hereunder or owing hereunder under the Note in respect thereofof any Loan is reduced, then in any such caseTHEN each Fund and/or each Portfolio, as the Seller case may be, whose Loan is affected by the foregoing shall promptly pay the Agent (for distribution to such Buyer) Bank upon demand such additional amount or amounts as calculated by the Buyer in good faith as will compensate the Buyer such Bank for such increased additional cost or reduced amount. A certificate of a Buyerreduction, prepared in good faith and in reasonable detail by such Buyer and submitted not to the Seller and the Agent, setting forth the basis for determining such additional exceed an amount or amounts necessary reasonably incurred, upon presentation by such Bank of a statement in the amount or amounts and setting forth such Bank's calculation thereof (provided that such Bank has not been compensated for such additional cost or reduction in the calculation of the Eurocurrency Reserve Requirement). Determinations by a Bank for purposes of this SECTION 5.1 of the additional amounts required to compensate such Buyer Bank in respect of the foregoing shall be conclusive and binding for all purposes, absent in the absence of manifest error. In determining such amounts, the relevant Bank may use any reasonable averaging, attribution and allocation methods.

Increased Cost. If In the event that any Applicable Law or any Change in Law: Law or compliance by any Lender (for purposes of this Section 3.7, the term “Lender” shall include Agent or any Lender and any corporation or bank controlling Agent or any Lender) with any request or directive (whether or not having the force of law) from any central bank or other financial, monetary or other authority, shall: (a) shall subject such Buyer (Agent or its LIBOR Lending Office) any Lender to any tax, duty or other charge Tax with respect to this Agreement or any Transaction Agreement, or change the basis of taxation of payments to the Buyer Agent or such Lender in respect thereof (except for changes Indemnified Taxes or Other Taxes covered by Section 3.10 and the imposition of, or any change in the rate of tax on the overall net income of Buyer of, any Excluded Tax payable by Agent or its LIBOR Lending Office imposed by the jurisdiction in which Buyer's principal executive office or LIBOR Lending Office is locatedsuch Lender); ; (b) shall impose, modify or deem applicable any reserve (includingreserve, without limitationspecial deposit, assessment, compulsory loan, insurance charge or similar requirement against assets held by, or deposits in or for the account of, advances or loans by, or other credit extended by, any imposed by office of Agent or any Lender, including pursuant to Regulation D of the Board of Governors of the Federal Reserve System), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by Buyer ; or (or its LIBOR Lending Office), or shall c) impose on Buyer (Agent or its LIBOR Lending Office) or the foreign exchange and interbank markets any Lender any other condition condition, loss or expense (other than Taxes) affecting this Agreement or the making any Other Document or maintaining of Transactions hereunderany Advance made by any Lender or participation therein; or (c) shall impose on the Buyer any other condition: and the result of any of the foregoing is to increase the cost to such Buyer, Agent or any Lender of making or maintaining its Advances hereunder by an amount which that Agent or a Lender deems to be material or to reduce the Buyer amount of any payment (whether of principal, interest or otherwise) in respect of any of the Advances by an amount that Agent or a Lender deems to be material, of enteringthen, continuing or maintaining any Transaction or to reduce any amount due or owing hereunder in respect thereof, then in any such case, case the Seller Credit Parties shall promptly pay the Agent (for distribution to or such Buyer) Lender, upon its demand, such additional amount or amounts as calculated by the Buyer in good faith as will compensate the Buyer Agent or such Lender for such increased additional cost or such reduction, as the case may be. Agent or such Lender shall certify the amount of such additional cost or reduced amount. A certificate of a Buyer, prepared in good faith and in reasonable detail by such Buyer and submitted amount to the Seller and the Borrower Agent, setting forth the basis for determining and such additional amount or amounts necessary to compensate such Buyer certification shall be conclusive and binding for all purposes, absent manifest error. Notwithstanding the foregoing, the Credit Parties shall not be required to compensate any Agent or Lender, as the case may be, pursuant to this Section 3.7 for any increased costs incurred or reductions suffered more than nine months prior to the date that such Agent or Lender, as the case may be, notifies the Borrower Agent of the Change in Law giving rise to such increased costs or reductions, and of such Lender’s or Agent’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

Increased Cost. If any Change Legal Requirement (other than with respect to any amendment made to the relevant Buyer’s articles of incorporation and by-laws or other organizational or governing documents) or any change in Law: the interpretation or application thereof or compliance by any Buyer with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the Effective Date: (a) shall subject such Buyer (or its LIBOR Lending Office) to any tax, duty Tax or other charge increased Tax of any kind whatsoever with respect to this Agreement or any Transaction or change the basis of taxation of payments to the Buyer in respect thereof (except for changes in the rate of tax on the overall net income of Buyer or its LIBOR Lending Office imposed by the jurisdiction in which Buyer's principal executive office or LIBOR Lending Office is located); thereof; (b) shall impose, modify or deem hold applicable any reserve (including, without limitation, any imposed by the Board of Governors of the Federal Reserve System)reserve, special deposit deposit, compulsory loan or similar requirement against assets ofheld by, deposits with or other liabilities in or for the account of, or credit extended by Buyer (or its LIBOR Lending Office)advances, or shall impose on Buyer (other extensions of credit by, or its LIBOR Lending Office) or the foreign exchange and interbank markets any other condition affecting this Agreement or acquisition of funds by, any office of the making or maintaining Buyer which is not otherwise included in the determination of Transactions the LIBOR Rate hereunder; or or (c) shall impose on the Buyer any other condition: ; and the result of any of the foregoing is to increase the cost to such the Buyer, by an amount which the Buyer deems to be material, of entering, continuing or maintaining any Transaction or to reduce any amount due or owing hereunder in respect thereof, then then, in any such case, the Seller shall promptly pay the Administrative Agent (for distribution to such Buyer) such additional amount or amounts as calculated by the Buyer in good faith as will compensate the Buyer for such increased cost or reduced amount. A certificate of a Buyer, prepared in good faith and in reasonable detail by such Buyer and submitted to the Seller and the Agent, setting forth the basis for determining such additional amount or amounts necessary to compensate such Buyer shall be conclusive and binding for all purposes, absent manifest errorreceivable.

Increased Cost. If any Change change in Law: (a) shall subject such Buyer (applicable law, regulation or its LIBOR Lending Office) to regulatory requirement or in the interpretation or application thereof by any tax, duty governmental or other charge with respect to this Agreement or any Transaction or authority, shall: (i) change the basis of taxation of payments to the Buyer in respect thereof (except for changes excluding any change in the rate of tax on any Tax) to any of the Banks with respect to the Amended Letter of Credit or any drawing or payment thereunder or pursuant thereto or its obligations to make payments under or in respect of the Amended Letter of Credit or to issue the Amended Letter of Credit pursuant to this Agreement or with respect to payments of principal or interest or any other payment due or to become due pursuant to this Agreement (other than a change in taxation of the overall net income of Buyer or its LIBOR Lending Office imposed such Bank effected by the jurisdiction in which Buyer's of organization or the jurisdiction of the principal executive office place of business of such Bank, the United States of America, the State or LIBOR Lending Office City of New York or any governmental subdivision or other taxing authority having jurisdiction over the Bank (unless such jurisdiction is locatedasserted solely by reason of the activities of any of the Obligors) or such other jurisdiction where the obligations under this Agreement may be payable); , or (bii) shall impose, modify or deem applicable any reserve requirements (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System)System or other comparable governmental authority against letters of credit or letters of commitment issued by, or assets of, or deposits with or for the account of, or credit extended by, any Bank) or require the making of any special deposit deposits against or similar requirement against in respect of any assets or liabilities of, deposits with or for the account of, or credit extended by Buyer loans by, any of the Banks, or (or its LIBOR Lending Office), or shall iii) impose on Buyer (or its LIBOR Lending Office) or any of the foreign exchange and interbank markets Banks any other condition affecting its obligations under or in respect of this Agreement Agreement, or the making Amended Letter of Credit or maintaining of Transactions hereunder; or (c) shall impose on the Buyer any other condition: part thereof, and the result of any of the foregoing is either to increase the cost to such Buyer, by an amount which the Buyer deems to be material, Bank of entering, continuing making available or maintaining the Amended Letter of Credit or any Transaction part thereof or to reduce the amount of any amount due or owing hereunder in respect thereofpayment received by such Bank, then and in any such casecase if such increase or reduction in the opinion of such Bank materially affects the interests of such Bank under or in connection with this Agreement, the Seller then: (a) such Bank shall promptly pay notify the Agent and Obligors of the happening of such event, (for distribution b) the Obligors agree forthwith upon demand to such Buyer) such additional amount or amounts as calculated by the Buyer in good faith as will compensate the Buyer for such increased cost or reduced amount. A certificate of a Buyer, prepared in good faith and in reasonable detail by such Buyer and submitted pay to the Seller and the Agent, setting forth the basis for determining Agent or such additional Bank such amount or amounts as such Bank certifies to be necessary to compensate such Buyer shall Bank, for such additional cost or such reduction, and (c) any such demand as is referred to in sub-clause (b) of this Clause 2.5 may be conclusive and binding for all purposes, absent manifest errormade by such Bank at any time before or after any repayment of the Letter of Credit Liabilities.

Increased Cost. If the Bank shall have determined that compliance with any Change in Law: applicable law, governmental rule, regulation or order regarding capital adequacy of banks or bank holding companies, or any interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by it with any request or directive regarding capital adequacy (awhether or not having the force of law and whether or not failure to comply therewith would be unlawful) shall subject of any such Buyer authority, central bank or comparable agency enacted or effective after the date hereof, has or would have the effect of reducing the rate of return on the Bank's capital as a consequence of the Bank's obligations hereunder to a level below that which the Bank could have achieved but for such compliance (or its LIBOR Lending Office) to any tax, duty or other charge taking into consideration the Bank's policies with respect to this Agreement or any Transaction or change capital adequacy immediately before such compliance and assuming that the Bank's capital was fully utilized prior to such compliance) by an amount deemed by the Bank to be material, then, upon demand, the ESOP shall be obligated to pay to the Bank on the next Interest Payment Date such additional amounts as shall be sufficient to compensate the Bank for such reduced return. A certificate of an officer of the Bank setting forth the amount to be paid to it and the basis for computation thereof hereunder shall constitute prima facie evidence of taxation of payments to such amount. In determining such amount, the Buyer in respect thereof (except Bank may use any reasonable averaging and attribution methods; provided, however, that the Bank shall allocate all such costs equitably among its customers similarly affected. The ESOP shall not be responsible under this Section for changes in the rate of tax on general income and similar taxes on the overall net income of Buyer or its LIBOR Lending Office imposed by the jurisdiction in which Buyer's principal executive office or LIBOR Lending Office is located); (b) shall imposeBank. If the Bank becomes entitled to claim any additional amounts pursuant to this Section, modify or deem applicable any reserve (including, without limitation, any imposed by the Board of Governors of the Federal Reserve System), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by Buyer (or its LIBOR Lending Office), or shall impose on Buyer (or its LIBOR Lending Office) or the foreign exchange and interbank markets any other condition affecting this Agreement or the making or maintaining of Transactions hereunder; or (c) shall impose on the Buyer any other condition: and the result of any of the foregoing is to increase the cost to such Buyer, by an amount which the Buyer deems to be material, of entering, continuing or maintaining any Transaction or to reduce any amount due or owing hereunder in respect thereof, then in any such case, the Seller it shall promptly pay notify the Agent (for distribution to such Buyer) such additional amount or amounts as calculated by the Buyer in good faith as will compensate the Buyer for such increased cost or reduced amount. A certificate of a Buyer, prepared in good faith and in reasonable detail by such Buyer and submitted to the Seller and the Agent, setting forth the basis for determining such additional amount or amounts necessary to compensate such Buyer shall be conclusive and binding for all purposes, absent manifest errorCommittee thereof.

Increased Cost. If by reason of (i) any Change change in Law: (a) shall subject such Buyer (any applicable law, treaty, rule, or its LIBOR Lending Office) to any tax, duty or other charge with respect to this Agreement regulation or any Transaction or change the basis of taxation of payments to the Buyer in respect thereof (except for changes in the rate of tax on the overall net income of Buyer interpretation or its LIBOR Lending Office imposed application thereof by any Governmental Authority, or (ii) compliance by the jurisdiction in which Buyer's principal executive office Underlying Issuer, Issuing Bank, or LIBOR Lending Office is located); the Agent with any direction, request, or requirement (birrespective of whether having the force of law) shall impose, modify of any Governmental Authority or deem applicable any reserve (monetary authority including, without limitation, any imposed by Regulation D of the Board of Governors of the Federal Reserve System)System as from time to time in effect (and any successor thereto): (A) any reserve, special deposit deposit, or similar requirement against assets of, deposits with or for the account of, or credit extended by Buyer (or its LIBOR Lending Office), is or shall impose be imposed or modified in respect of any Letter of Credit issued hereunder, or (B) there shall be imposed on Buyer (or its LIBOR Lending Office) the Underlying Issuer, Issuing Bank or the foreign exchange and interbank markets Agent any other condition affecting this Agreement regarding any Underlying Letter of Credit or the making or maintaining any Letter of Transactions hereunderCredit issued pursuant hereto; or (c) shall impose on the Buyer any other condition: and the result of any of the foregoing is to increase increase, directly or indirectly, the cost to such Buyerthe Underlying Issuer, by an amount which the Buyer deems to be materialIssuing Bank, Agent or Lenders of enteringissuing, continuing making, guaranteeing, or maintaining any Transaction Letter of Credit or to reduce any the amount due or owing hereunder receivable in respect thereofthereof by the Underlying Issuer, then Issuing Bank, Agent or Lenders, then, and in any such case, Agent may, at any time within a reasonable period after the Seller additional cost is incurred or the amount received is reduced, notify Borrowers, and Borrowers shall promptly pay the on demand such amounts as Agent (may specify to be necessary to compensate for distribution to such Buyer) such additional amount or amounts as calculated by the Buyer in good faith as will compensate the Buyer for such increased cost or reduced amountreceipt, together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable to Base Rate Loans hereunder. A The determination by Underlying Issuer, Issuing Bank, Agent or any Lender, as the case may be, of any amount due pursuant to this Section, as set forth in a certificate of a Buyer, prepared in good faith and in reasonable detail by such Buyer and submitted to the Seller and the Agent, setting forth the basis for determining such additional amount calculation thereof in reasonable detail, shall, in the absence of manifest or amounts necessary to compensate such Buyer shall demonstrable error, be final and conclusive and binding for on all purposes, absent manifest errorof the parties hereto.

Increased Cost. If any Change in Law: : (a) shall subject such Buyer (or its LIBOR Lending Office) to any tax, duty or other charge with respect to this Agreement or any Transaction or change the basis of taxation of payments to the Buyer in respect thereof (except for changes in the rate of tax on the overall net income of Buyer or its LIBOR Lending Office imposed by the jurisdiction in which Buyer's principal executive office or LIBOR Lending Office is located); ; (b) shall impose, modify or deem applicable any reserve (including, without limitation, any imposed by the Board of Governors of the Federal Reserve System), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by Buyer (or its LIBOR Lending Office), or shall impose on Buyer (or its LIBOR Lending Office) or the foreign exchange and interbank markets any other condition affecting this Agreement or the making or maintaining of Transactions hereunder; or or (c) shall impose on the Buyer any other condition: and the result of any of the foregoing is to increase the cost to such Buyer, by an amount which the Buyer deems to be material, of entering, continuing or maintaining any Transaction or to reduce any amount due or owing hereunder in respect thereof, then in any such case, the Seller shall promptly pay the Agent (for distribution to such Buyer) such additional amount or amounts as calculated by the Buyer in good faith as will compensate the Buyer for such increased cost or reduced amount. A certificate of a Buyer, prepared in good faith and in reasonable detail by such Buyer and submitted to the Seller and the Agent, setting forth the basis for determining such additional amount or amounts necessary to compensate such Buyer shall be conclusive and binding for all purposes, absent manifest error.

Increased Cost. If In the event that any Applicable Law or any Change in Law: Law or compliance by any Lender (for purposes of this Section 3.7, the term “Lender” shall include Agent or any Lender and any corporation or bank controlling Agent or any Lender) with any request or directive (whether or not having the force of law) from any central bank or other financial, monetary or other authority, shall: (a) shall subject such Buyer (Agent or its LIBOR Lending Office) any Lender to any tax, duty or other charge Tax with respect to this Agreement or any Transaction Agreement, or change the basis of taxation of payments to the Buyer Agent or such Lender in respect thereof (except for changes Indemnified Taxes or Other Taxes covered by Section 3.10 and the imposition of, or any change in the rate of tax on the overall net income of Buyer of, any Excluded Tax payable by Agent or its LIBOR Lending Office imposed by the jurisdiction in which Buyer's principal executive office or LIBOR Lending Office is locatedsuch Lender); ; (b) shall impose, modify or deem applicable any reserve (includingreserve, without limitationspecial deposit, assessment, compulsory loan, insurance charge or similar requirement against assets held by, or deposits in or for the account of, advances or loans by, or other credit extended by, any imposed by office of Agent or any Lender, including pursuant to Regulation D of the Board of Governors of the Federal Reserve System), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by Buyer ; or (or its LIBOR Lending Office), or shall c) impose on Buyer (Agent or its LIBOR Lending Office) or the foreign exchange and interbank markets any Lender any other condition condition, loss or expense (other than Taxes) affecting this Agreement or the making any Other Document or maintaining of Transactions hereunderany Advance made by any Lender or participation therein; or (c) shall impose on the Buyer any other condition: and the result of any of the foregoing is to increase the cost to such Buyer, Agent or any Lender of making or maintaining its Advances hereunder by an amount which that Agent or a Lender deems to be material or to reduce the Buyer amount of any payment (whether of principal, interest or otherwise) in respect of any of the Advances by an amount that Agent or a Lender deems to be material, of enteringthen, continuing or maintaining any Transaction or to reduce any amount due or owing hereunder in respect thereof, then in any such case, the Seller case Borrowers shall promptly pay the Agent (for distribution to or such Buyer) Lender, upon its demand, such additional amount or amounts as calculated by the Buyer in good faith as will compensate the Buyer Agent or such Lender for such increased additional cost or such reduction, as the case may be. Agent or such Lender shall certify the amount of such additional cost or reduced amount. A certificate of a Buyer, prepared in good faith and in reasonable detail by such Buyer and submitted amount to the Seller and the Borrower Agent, setting forth the basis for determining and such additional amount or amounts necessary to compensate such Buyer certification shall be conclusive and binding for all purposes, absent manifest error.

Increased Cost. If any Change Legal Requirement (other than with respect to any amendment made to the relevant Buyer’s articles of incorporation and by-laws or other organizational or governing documents) or any change in Law: the interpretation or application thereof or compliance by any Buyer with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the Effective Date: (a) shall subject such Buyer (or its LIBOR Lending Office) to any tax, duty Tax or other charge increased Tax of any kind whatsoever with respect to this Agreement or any Transaction or change the basis of taxation of payments to the Buyer in respect thereof (except for changes in the rate of tax on the overall net income of Buyer or its LIBOR Lending Office imposed by the jurisdiction in which Buyer's principal executive office or LIBOR Lending Office is located); thereof; (b) shall impose, modify or deem hold applicable any reserve (including, without limitation, any imposed by the Board of Governors of the Federal Reserve System)reserve, special deposit deposit, compulsory loan or similar requirement against assets ofheld by, deposits with or other liabilities in or for the account of, or credit extended by Buyer (or its LIBOR Lending Office)advances, or shall impose on Buyer (other extensions of credit by, or its LIBOR Lending Office) or the foreign exchange and interbank markets any other condition affecting this Agreement or acquisition of funds by, any office of the making or maintaining Buyer that is not otherwise included in the determination of Transactions the LIBOR Rate hereunder; or or (c) shall impose on the Buyer any other condition: ; and the result of any of the foregoing is to increase the cost to such the Buyer, by an amount which the Buyer deems to be material, of entering, continuing or maintaining any Transaction or to reduce any amount due or owing hereunder in respect thereof, then then, in any such case, the Seller shall promptly pay the Agent (for distribution to such Buyer) such additional amount or amounts as calculated by the Buyer in good faith as will compensate the Buyer for such increased cost or reduced amount. A certificate of a Buyer, prepared in good faith and in reasonable detail by such Buyer and submitted to the Seller and the Agent, setting forth the basis for determining such additional amount or amounts necessary to compensate such Buyer shall be conclusive and binding for all purposes, absent manifest errorreceivable.

Increased Cost. If any Change in Law: (a) If there occurs a change in, or in the interpretation or reinterpretation of, or a change in the application of, Regulation D of the Board of Governors of the Federal Reserve System, as the same may be amended or supplemented from time to time, or a change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, or a change in the application of, any other requirement of law or regulation applicable to any Certificate Purchaser, including, without limitation, the United States or any state, county or political subdivision thereof, or any order, decree, request, guideline, decision or directive (whether or not having the force of law) after the date hereof from any central bank, regulator, court, monetary authority or other governmental authority which: (1) does or shall subject such Buyer (or its LIBOR Lending Office) Certificate Purchaser to any tax, duty or other charge tax of any kind whatsoever with respect to this Agreement Lease or any Transaction Advance or its investment in the Trust, or change the basis of taxation of payments to the Buyer in respect thereof such Certificate Purchaser of principal, interest or other amount payable hereunder (except for changes in the rate of tax on general income and similar taxes on the overall net income of Buyer or its LIBOR Lending Office imposed by the jurisdiction such Certificate Purchaser in which Buyer's principal executive office or LIBOR Lending Office is locatedany jurisdiction); or (b2) does or shall impose, modify or deem hold applicable or change any reserve (including, without limitation, any imposed by the Board of Governors of the Federal Reserve System)reserve, special deposit deposit, Federal Deposit Insurance Corporation premium, compulsory loan or similar requirement against assets ofheld by, or deposits with or other liabilities in or for the account of, advances or loans by, or other credit extended by Buyer by, or any other acquisition of funds by, any office of such Certificate Purchaser which are not otherwise included in the determination of the LIBO Rate hereunder; or (or its LIBOR Lending Office), 3) does or shall impose on Buyer (or its LIBOR Lending Office) or the foreign exchange and interbank markets any other condition affecting this Agreement or the making or maintaining of Transactions hereunder; or (c) shall impose on the Buyer such Certificate Purchaser any other condition: ; and the result of any of the foregoing is to increase the cost to such BuyerCertificate Purchaser of making, by an amount which the Buyer deems to be materialrenewing, of entering, continuing converting or maintaining any Transaction Advances, or to reduce any amount due or owing hereunder receivable in respect thereofof such Advances or its investment in the Trust then, then in any such case, the Seller Lessee shall promptly pay the Agent (for distribution to such Buyer) Certificate Purchaser such additional amount or amounts as calculated by the Buyer in good faith as which will compensate the Buyer Certificate Purchaser for such increased additional cost or reduced amount receivable which the Certificate Purchaser deems to be material as determined by the Certificate Purchaser with respect to this Lease or the Advances hereunder or its investment in the Trust. (b) If a change described in subsection (a) above shall occur and -------------- any Certificate Purchaser shall determine that compliance by such Certificate Purchaser with the affected law, governmental rule, regulation or order of any jurisdiction applicable to such Certificate Purchaser (including, without limitation, the United States or any state, county or political subdivision thereof) regarding capital adequacy of banks or bank holding companies, or any introduction, interpretation, reinterpretation, effectiveness, phase-in, change in application or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Certificate Purchaser with such request or directive regarding capital adequacy (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Certificate Purchaser's capital as a consequence of such Certificate Purchaser's obligations hereunder to a level below that which such Certificate Purchaser could have achieved but for such compliance (taking into consideration such Certificate Purchaser's policies with respect to capital adequacy immediately before such compliance and assuming that such Certificate Purchaser's capital was fully utilized prior to such compliance) by an amount deemed by such Certificate Purchaser to be material, then, upon demand, Lessee shall immediately pay to such Certificate Purchasers as are so affected such additional amounts as shall be sufficient to compensate such Certificate Purchasers for such reduced return, together with interest on each such amount from four (4) Business Days after the date demanded until payment in full thereof at the Overdue Rate. In determining such amount, such Certificate Purchaser may use any reasonable averaging and attribution methods. No liability or cost pursuant to this Section 7.8(b) shall -------------- be incurred by Lessee prior to, or relating to any period before, the date that Lessee receives a demand from a Certificate Purchaser under this Section 7.8(b). -------------- (c) If a Certificate Purchaser becomes entitled to claim any additional amounts pursuant to this Section 7.8, it shall promptly notify Lessee thereof. ----------- A certificate as to any additional amounts payable to the foregoing submitted by a Certificate Purchaser to Lessee shall be conclusive absent manifest error. For purposes of a Buyerthe application of this Section 7.8, prepared in good faith and in reasonable detail by such Buyer and submitted to calculating the Seller and the Agent, setting forth the basis for determining such additional amount or amounts necessary to compensate such Buyer Certificate Purchaser for any imposition of or increase in capital requirements or taxes hereunder, such Certificate Purchaser shall be conclusive determine the applicability of this provision and binding calculate the amount payable to it hereunder in a manner consistent with the manner in which it shall apply and calculate similar compensation payable to it by other borrowers having provisions in their credit agreements comparable to this Section 7.8. ----------- (d) If any Certificate Purchaser shall have exercised its rights under this Section 7.8 and Lessee shall have paid all ----------- amounts owed to such Certificate Purchaser hereunder, then Lessee shall have the right, at its own expense, to notify Certificate Trustee to require such Certificate Purchaser, as of the end of any LIBO Calculation Period, to (i) terminate its Certificate Purchaser Commitment or (ii) transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 11.6) all or a portion of its Certificate(s) to another financial ------------- institution which shall assume the obligations thereunder; provided, that (A) no -------- such termination or assignment shall conflict with any law, rule, regulation or order of any Authority and (B) the Lessee or the assignee, as the case may be, shall pay to the affected Certificate Purchaser in immediately available funds on the date of such termination or assignment the principal of and Yield accrued to the date of payment on the Certificate Purchaser Amount and all other amounts accrued for all purposes, absent manifest errorits account or owed to it under the Operative Documents.

Increased Cost. If If, as a result of any Change law, rule, regulation, treaty or directive, or any change therein or in Law: the interpretation or administration thereof, or compliance by a Bank with any request or directive (whether or not having the force of law) from any court or governmental authority, agency or instrumentality: (a) shall subject such Buyer (or its LIBOR Lending Office) to any tax, duty or other charge with respect to this Agreement any Loan, any Note, or any Transaction such Bank's obligation to make Loans is imposed, modified or change deemed applicable, or the basis of taxation of payments to such Bank of the Buyer in respect thereof principal of, or interest on, any Loan (except for changes in the rate of tax other than taxes imposed on the overall net income of Buyer or its LIBOR Lending Office imposed such Bank by the jurisdiction in which Buyer's such Bank has its principal executive office or LIBOR Lending Office office) is located); changed; (b) shall impose, modify or deem applicable any reserve (including, without limitation, any imposed by the Board of Governors of the Federal Reserve System)reserve, special deposit deposit, special assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by Buyer by, such Bank is imposed, modified or deemed applicable; or (or its LIBOR Lending Office), or shall impose on Buyer (or its LIBOR Lending Officec) or the foreign exchange and interbank markets any other condition affecting this Agreement or any Loan is imposed on such the making Bank or maintaining of Transactions hereunder; or (c) shall impose on the Buyer any other condition: interbank eurodollar market, and the result of any of the foregoing is to increase such Bank determines that, by reason thereof, the cost to such Buyer, by an amount which the Buyer deems to be material, Bank of entering, continuing making or maintaining any Transaction Loan is increased, or to reduce the amount of any amount due sum receivable by such Bank hereunder or owing hereunder under the Note in respect thereofof any Loan is reduced, then in any such caseeach Fund and/or each Portfolio, as the Seller case may be, whose Loan is affected by the foregoing shall promptly pay the Agent (for distribution to such Buyer) Bank upon demand such additional amount or amounts as calculated by the Buyer in good faith as will compensate the Buyer such Bank for such increased additional cost or reduced amount. A certificate of a Buyerreduction, prepared in good faith and in reasonable detail by such Buyer and submitted not to the Seller and the Agent, setting forth the basis for determining such additional exceed an amount or amounts necessary reasonably incurred, upon presentation by such Bank of a statement in the amount or amounts and setting forth such Bank's calculation thereof (provided that such Bank has not been compensated for such additional cost or reduction in the calculation of the Eurocurrency Reserve Requirement). Determinations by a Bank for purposes of this Section 5.1 of the additional amounts required to compensate such Buyer Bank in respect of the foregoing shall be conclusive and binding for all purposes, absent in the absence of manifest error. In determining such amounts, the relevant Bank may use any reasonable averaging, attribution and allocation methods.

Increased Cost. If by reason of (i) any Change change in any applicable Law: (a) shall subject such Buyer (, treaty, rule, or its LIBOR Lending Office) to any tax, duty or other charge with respect to this Agreement regulation or any Transaction or change the basis of taxation of payments to the Buyer in respect thereof (except for changes in the rate of tax on the overall net income of Buyer interpretation or its LIBOR Lending Office imposed application thereof by any Governmental Authority, or (ii) compliance by the jurisdiction in which Buyer's principal executive office Underlying Issuer or LIBOR Lending Office is located); Lender with any direction, request, or requirement (birrespective of whether having the force of law) shall impose, modify of any Governmental Authority or deem applicable any reserve (monetary authority including, without limitation, any imposed by the Board of Governors Regulation D of the Federal Reserve System)Board as from time to time in effect (and any successor thereto): (a) any reserve, special deposit deposit, or similar requirement against assets of, deposits with or for the account of, or credit extended by Buyer (or its LIBOR Lending Office), is or shall impose be imposed or modified in respect of any Letter of Credit issued hereunder, or (b) there shall be imposed on Buyer (the Underlying Issuer or its LIBOR Lending Office) or the foreign exchange and interbank markets Lender any other condition affecting this Agreement regarding any Underlying Letter of Credit or the making or maintaining any Letter of Transactions hereunderCredit issued pursuant hereto; or (c) shall impose on the Buyer any other condition: and the result of any of the foregoing is to increase increase, directly or indirectly, the cost to such Buyerthe Underlying Issuer or Lender of issuing, by an amount which the Buyer deems to be materialmaking, of enteringguaranteeing, continuing or maintaining any Transaction Letter of Credit or to reduce any the amount due or owing hereunder receivable in respect thereofthereof by the Underlying Issuer or Lender, then then, and in any such case, Lender may, at any time within a reasonable period after the Seller additional cost is incurred or the amount received is reduced, notify Borrower, and Borrower shall promptly pay the Agent (on demand such amounts as Lender may specify to be necessary to compensate for distribution to such Buyer) such additional amount or amounts as calculated by the Buyer in good faith as will compensate the Buyer for such increased cost or reduced amountreceipt, together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable to Base Rate hereunder. A The determination by Underlying Issuer or Lender of any amount due pursuant to this Section, as set forth in a certificate of a Buyer, prepared in good faith and in reasonable detail by such Buyer and submitted to the Seller and the Agent, setting forth the basis for determining such additional amount calculation thereof in reasonable detail, shall, in the absence of manifest or amounts necessary to compensate such Buyer shall demonstrable error, be final and conclusive and binding for on all purposes, absent manifest errorof the parties hereto.

Increased Cost. If by reason of (i) any Change change in Law: (a) shall subject such Buyer (any applicable law, treaty, rule, or its LIBOR Lending Office) to any tax, duty or other charge with respect to this Agreement regulation or any Transaction or change the basis of taxation of payments to the Buyer in respect thereof (except for changes in the rate of tax on the overall net income of Buyer interpretation or its LIBOR Lending Office imposed application thereof by any Governmental Authority, or (ii) compliance by the jurisdiction in which Buyer's principal executive office Underlying Issuer or LIBOR Lending Office is located); Lender with any direction, request, or requirement (birrespective of whether having the force of law) shall impose, modify of any Governmental Authority or deem applicable any reserve (monetary authority including, without limitation, any imposed by the Board of Governors Regulation D of the Federal Reserve System)Board as from time to time in effect (and any successor thereto): (a) any reserve, special deposit deposit, or similar requirement against assets of, deposits with or for the account of, or credit extended by Buyer (or its LIBOR Lending Office), is or shall impose be imposed or modified in respect of any Letter of Credit issued hereunder, or (b) there shall be imposed on Buyer (the Underlying Issuer or its LIBOR Lending Office) or the foreign exchange and interbank markets Lender any other condition affecting this Agreement regarding any Underlying Letter of Credit or the making or maintaining any Letter of Transactions hereunderCredit issued pursuant hereto; or (c) shall impose on the Buyer any other condition: and the result of any of the foregoing is to increase increase, directly or indirectly, the cost to such Buyerthe Underlying,- Issuer or Lender of issuing, by an amount which the Buyer deems to be materialmaking, of enteringguaranteeing, continuing or maintaining any Transaction Letter of Credit or to reduce any the amount due or owing hereunder receivable in respect thereofthereof by the Underlying Issuer or Lender, then then, and in any such case, Lender may, at any time within a reasonable period after the Seller additional cost is incurred or the amount received is reduced, notify Borrower, and Borrower shall promptly pay the Agent (on demand such amounts as Lender may specify to be necessary to compensate for distribution to such Buyer) such additional amount or amounts as calculated by the Buyer in good faith as will compensate the Buyer for such increased cost or reduced amountreceipt, together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable to Base Rate hereunder. A The determination by Underlying Issuer or Lender of any amount due pursuant to this Section, as set forth in a certificate of a Buyer, prepared in good faith and in reasonable detail by such Buyer and submitted to the Seller and the Agent, setting forth the basis for determining such additional amount calculation thereof in reasonable detail, shall, in the absence of manifest or amounts necessary to compensate such Buyer shall demonstrable error, be final and conclusive and binding for on all purposes, absent manifest errorof the parties hereto.