Change in Law; Increased Cost. Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Issuing Bank or any Lender hereunder (except for changes in respect of taxes on the overall net income of such Issuing Bank or such Lender or its lending office imposed by the jurisdiction in which its principal executive office or lending office is located), or shall result in the imposition, modification or applicability of any reserve (including, without limitation, any reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits), special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or any Issuing Bank, or shall result in the imposition on any Lender, any Issuing Bank or any interbank market utilized to determine the rate hereunder or any other condition affecting this Agreement, such Lender’s Commitment, any Loan made by such Lender or any Letter of Credit or participation interest therein, and the result of any of the foregoing shall be to increase the cost to such Lender or such Issuing Bank of making or maintaining any Loan or issuing, maintaining or participating in any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or the Issuing Bank to be material, then the Borrower shall, upon receipt of the notice and certificate provided for in Section 2.11(c), promptly pay to such Lender or Issuing Bank, as applicable, such additional amount or amounts as will compensate such Lender or Issuing Bank for such additional costs incurred or reduction suffered.

Change in Law; Increased Cost. If after the Closing Date any change in any law or regulation or in the interpretation thereof by any court or other Governmental Authority charged with the administration thereof shall either (a) impose, modify or deem applicable any reserve, special deposit or similar requirement against Letters of Credit issued hereunder, or (b) impose on the Agent or any of the Lenders any other condition regarding this Agreement or any Letter of Credit, and the result of any event referred to in clauses (a) or (b) above shall be to increase the cost to the Agent of issuing, maintaining or extending the Letter of Credit or the cost to any of the Formula Lenders of funding any obligation under or in connection with the Letter of Credit, then, upon demand by the Agent, the Borrower shall promptly pay to the Agent from time to time as specified by the Agent, additional amounts which shall be sufficient to compensate the Agent and the Formula Lenders for such increased cost, together with interest on each such amount from the date demanded until payment in full thereof at a rate per annum equal to the then highest current rate of interest on the Revolving Loan. A certificate as to such increased cost incurred by the Agent and/or any of the Formula Lenders, setting forth, at the Borrower's request, in reasonable detail the calculation of such costs, submitted by the Agent to the Borrower, shall be conclusive, absent manifest error.

Change in Law; Increased Cost. If any change in any law or regulation or in the interpretation thereof by any court or other Governmental Authority charged with the administration thereof shall either (a) impose, modify or deem applicable any reserve, special deposit or similar requirement against Letters of Credit issued by the Lender, or (b) impose on the Lender any other condition regarding this Agreement or any Letter of Credit, and the result of any event referred to in clauses (a) or (b) above shall be to increase the cost to the Lender of issuing, maintaining or extending the Letter of Credit or the cost to the Lender of funding any obligation under or in connection with the Letter of Credit (which increase in cost shall be the result of the Lender's appropriate allocation of the aggregate of such cost increases resulting from such events), then, upon demand by the Lender, the U.S. Borrower and the Dutch Borrower (as applicable) shall immediately pay to the Lender from time to time as specified by the Lender, additional amounts which shall be sufficient to compensate the Lender for its allocable portion of such increased cost, together with interest on each such amount from the date demanded until payment in full thereof at a rate per annum equal to the then highest current rate of interest on the U.S. Revolving Loan or the Dutch Revolving Loan (as applicable). A certificate as to such increased cost incurred by the Lender, submitted by the Lender to the U.S. Borrower and/or the Dutch Borrower (as applicable) shall be conclusive, absent manifest error.

Change in Law; Increased Cost. If, after the date hereof, the adoption of any applicable law, rule, or regulation, or any change in any applicable law, rule, or regulation, or any change in the interpretation or administration thereof by any Governmental Authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or the Letter of Credit Issuer (or its respective Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank, or comparable agency:

Change in Law; Increased Cost. If any change in any law or regulation or in the interpretation thereof by any court or other Governmental Authority charged with the administration thereof shall either (a) impose, modify or deem applicable any reserve, special deposit or similar requirement against Letters of Credit issued by the Appropriate Letter of Credit Issuer, or (b) impose on the Appropriate Letter of Credit Issuer or any of the Agents or Lenders any other condition regarding this Agreement or any Letter of Credit, and the result of any event referred to in clauses (a) or (b) above shall be to increase the cost to the Appropriate Letter of Credit Issuer of issuing, maintaining or extending the Letter of Credit or the cost to any of the Lenders of funding any obligation under or in connection with the Letter of Credit (which increase in cost shall be the result of the Appropriate Letter of Credit Issuer's reasonable allocation of the aggregate of such cost increases resulting from such events), then, upon demand by the Appropriate Letter of Credit Issuer, the Borrowers shall immediately pay to the Appropriate Letter of Credit Issuer from time to time as specified by the Appropriate Letter of Credit Issuer, additional amounts which shall be sufficient to compensate the Appropriate Letter of Credit Issuer, the Agents and the Lenders for such increased cost, together with interest on each such amount from the date demanded until payment in full thereof at a rate per annum equal to the then highest current rate of interest on the Revolving Loan. A certificate as to such increased cost incurred by the Appropriate Letter of Credit Issuer and/or any of the Lenders or Agents, submitted by the Administrative Agent to the Borrowers, shall be conclusive, absent manifest error. Notwithstanding the foregoing, each Lender hereby agrees to (i) use good faith efforts to change its Appropriate Payment Office, if such change (A) would eliminate the necessity for the payment of such additional amounts and (B) not have an adverse effect on such Lender and (ii) treat the Borrowers in substantially the same manner as it treats all similarly situated borrowers with respect to the requirement to pay such additional amounts.

Change in Law; Increased Cost. If any change in any law or regulation or in

Change in Law; Increased Cost. If any Secured Party determines that as a result of the introduction of or any change in or in the interpretation of any Law, or such Secured Party’s compliance therewith, there shall be any increase in the cost to such Secured Party of agreeing to make or making, funding or maintaining Loans or (as the case may be) issuing or participating in Letters of Credit (collectively, the “Covered Matters”), or its obligation to advance funds under a Program Support Agreement or otherwise in respect of Covered Matters, or a reduction in the amount received or receivable by such Secured Party in connection with any of the foregoing (excluding for purposes of this clause (a) any such increased costs or reduction in amount resulting from: (i) Taxes or Other Taxes (as to which Section 4.1 shall govern); (ii) changes in the basis of taxation of overall net income or overall gross income by the United States or any foreign jurisdiction or any political subdivision of either thereof under the Laws of which such Secured Party is organized or has its Lending Office; and (iii) reserve requirements utilized in the determination of the LIBOR Rate), then from time to time upon demand of such Secured Party (with a copy of such demand to the Administrative Agent), the Borrower Parties shall pay to such Secured Party such additional amounts as will compensate such Secured Party for such increased cost or reduction: (A) promptly on demand, to the extent that funds are available in the Collateral Account or any other account maintained by Borrower; and (B) otherwise, to the extent that it is necessary for Call Notices to be issued to fund such required payment, within fifteen (15) Business Days after demand (but in any event, the Credit Parties shall issue such Call Notices and shall make such payment immediately after the related Capital Contributions are received).

Change in Law; Increased Cost Sample Clauses

Filter & Search

Related Clauses

Parent Clauses

Sub-Clauses