Common use of Change in Capital Adequacy Requirements Clause in Contracts

Change in Capital Adequacy Requirements. If the Bank or issuer of Letters of Credit determines that any Change in Law affecting the Bank or the issuer of Letters of Credit or any lending office of the Bank or the Bank’s or the issuer of Letters of Credit’s holding company, if any, regarding capital requirements, has or would have the effect of reducing the rate of return on the Bank’s or the issuer of Letters of Credit’s capital or on the capital of the Bank’s or the issuer of Letters of Credit’s holding company, if any, as a consequence of this Agreement, the Commitments of the Bank or the Loans made by the Bank, or the Letters of Credit issued by the issuer of Letters of Credit, to a level below that which the Bank or the issuer of Letters of Credit or the Bank’s or issuer of Letters of Credit’s holding company could have achieved but for such Change in Law (taking into consideration the Bank’s or issuer of Letters of Credit’s policies and the policies of its holding company with respect to capital adequacy), then from time to time, within 15 days after demand by the Bank or the issuer of Letters of Credit, the Borrower shall pay to the Bank or the issuer of Letters of Credit, as the case may be, such additional amount or amounts reasonably determined by the Bank or the issuer of the Letters of Credit as will compensate the Bank or the issuer of Letters of Credit or its holding company for any such reduction suffered. If the Bank or such issuer makes such a claim for compensation, it shall provide to the Borrowers a certificate setting forth the computation of the additional amount demanded in reasonable detail and such certificate shall constitute prima facie evidence of such additional amount if reasonably determined.

Change in Capital Adequacy Requirements. If any Lender shall determine that the Bank adoption after the date hereof of any applicable law, rule or issuer of Letters of Credit determines that any Change in Law affecting the Bank or the issuer of Letters of Credit regulation regarding capital adequacy, or any lending office change in any existing 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 and having general applicability to banks in the jurisdiction in which such Lender operates, or compliance by such Lender (or any of the Bank its branches or the Bank’s any corporation having control of such Lender) with any request or the issuer of Letters of Credit’s holding company, if any, directive regarding capital requirementsadequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of materially reducing the rate of return on the Bank’s or the issuer of Letters of Credit’s such Lender's capital or on the capital of the Bank’s or the issuer of Letters of Credit’s holding company, if any, as a consequence of this Agreement, its obligations hereunder or for the Commitments of credit which is the Bank or the Loans made by the Bank, or the Letters of Credit issued by the issuer of Letters of Credit, subject matter hereof to a level below that which the Bank or the issuer of Letters of Credit or the Bank’s or issuer of Letters of Credit’s holding company such Lender could have achieved but for such Change in Law adoption, change or compliance (taking into consideration the Bank’s or issuer of Letters of Credit’s such Lender's policies and the policies of its holding company with respect to liquidity and capital adequacy)) by an amount deemed by such Lender to be material, then from time to time, within 15 fifteen (15) days after written demand by the Bank or the issuer of Letters of Creditsuch Lender, the Borrower Company shall pay to the Bank or the issuer of Letters of Credit, as the case may be, such Lender such additional amount or amounts reasonably determined by the Bank or the issuer of the Letters of Credit such Lender as will compensate such Lender for the Bank reduction; provided, however, that the Company shall not be required to pay such additional amounts in respect of any such adoption or the issuer of Letters of Credit or its holding company change for any period ending prior to the date that is 90 days prior to the giving of the notice of the determination of such reduction sufferedadditional amounts (unless such period shall have commenced after the date that such Lender notified the Company of the possibility that additional amounts may be payable as a result of such adoption or change), except, if such adoption or change shall have been imposed retroactively, for the period from the effective date of such adoption or change to the date that is 90 days after the first date on which such Lender reasonably should have had knowledge of such adoption or change. If the Bank or such issuer Lender makes such a claim for compensation, it shall provide to the Borrowers Company (with a copy to the Administrative Agent) a certificate setting forth the computation of the additional amount demanded reduction as a result of any event mentioned herein in reasonable detail and such certificate shall constitute prima facie evidence of such additional amount be deemed conclusive if reasonably determined. If any changes giving rise to such Lender's demand for compensation are subsequently modified, amended or repealed with effect of reducing or eliminating the increased costs to such Lender or the reduction in interest or principal received or receivable by such Lender, then such Lender shall promptly give notice thereof to the Company.

Change in Capital Adequacy Requirements. If the Bank or issuer of Letters of Credit determines that any Change in Law affecting the Bank or the issuer of Letters of Credit or any lending office of the Bank or the Bank’s or the issuer of Letters of Credit’s holding company, if any, regarding capital requirements, has or would have the effect of reducing the rate of return on the Bank’s or the issuer of Letters of Credit’s capital or on the capital of the Bank’s or the issuer of Letters of Credit’s holding company, if any, as a consequence of this Agreement, the Commitments of the Bank or the Loans made by the Bank, or the Letters of Credit issued by the issuer of Letters of Credit, to a level below that which the Bank or the issuer of Letters of Credit or the Bank’s or issuer of Letters of Credit’s holding company could have achieved but for such Change in Law (taking into consideration the Bank’s or issuer of Letters of Credit’s policies and the policies of its holding company with respect to capital adequacy), then from time to time, within 15 days after demand by the Bank or the issuer of Letters of Credit, the Borrower Borrowers shall pay to the Bank or the issuer of Letters of Credit, as the case may be, such additional amount or amounts reasonably determined by the Bank or the issuer of the Letters of Credit as will compensate the Bank or the issuer of Letters of Credit or its holding company for any such reduction suffered. If the Bank or such issuer makes such a claim for compensation, it shall provide to the Borrowers a certificate setting forth the computation of the additional amount demanded in reasonable detail and such certificate shall constitute prima facie evidence of such additional amount if reasonably determined. Notwithstanding the foregoing, the Borrowers shall not be required to compensate the Bank or the issuer of Letters of Credit pursuant to this Section for any reductions suffered more than four months prior to the date that the Bank or the Letter of Credit issuer, as the case may be, notifies the Borrowers of the Change in Law giving rise to such reductions, and of the Bank’s or the Letter of Credit issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such reductions is retroactive, then the four-month period referred to above shall be extended to include the period of retroactive effect thereof).

Change in Capital Adequacy Requirements. If the Bank Lender shall determine that the adoption after the date hereof of any applicable law, rule or issuer of Letters of Credit determines that any Change in Law affecting the Bank or the issuer of Letters of Credit regulation regarding capital adequacy, or any lending office change in any existing 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 the Lender (or any of its branches or any corporation having control of the Bank Lender) with any request or the Bank’s or the issuer of Letters of Credit’s holding company, if any, directive regarding capital requirementsadequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Bank’s or the issuer of Letters of Credit’s Lender's capital or on the capital of the Bank’s or the issuer of Letters of Credit’s holding company, if any, as a consequence of this Agreement, its obligations hereunder or for the Commitments of credit which is the Bank or the Loans made by the Bank, or the Letters of Credit issued by the issuer of Letters of Credit, subject matter hereof to a level below that which the Bank or the issuer of Letters of Credit or the Bank’s or issuer of Letters of Credit’s holding company Lender could have achieved but for such Change in Law adoption, change or compliance (taking into consideration the Bank’s or issuer of Letters of Credit’s Lender's policies and the policies of its holding company with respect to liquidity and capital adequacy)) by an amount deemed by the Lender to be material, then from time to time, within 15 fifteen (15) days after demand by the Bank or the issuer of Letters of CreditLender, the Borrower Company shall pay to the Bank or the issuer of Letters of Credit, as the case may be, Lender such additional amount or amounts reasonably determined by the Bank or the issuer of the Letters of Credit Lender as will compensate the Bank Lender for the reduction; provided, however, that the Company shall not be required to pay such additional amounts in respect of any such adoption or the issuer of Letters of Credit or its holding company change for any period ending prior to the date that is 90 days prior to the giving of the notice of the determination of such reduction sufferedadditional amounts (unless such period shall have commenced after the date that the Lender notified the Company of the possibility that additional amounts may be payable as a result of such adoption or change), except, if such adoption or change shall have been imposed retroactively, for the period from the effective date of such adoption or change to the date that is 90 days after the first date on which the Lender reasonably should have had knowledge of such adoption or change. If the Bank or such issuer Lender makes such a claim for compensation, it shall provide to the Borrowers Company a certificate setting forth the computation of the additional amount demanded reduction as a result of any event mentioned herein in reasonable detail and such certificate shall constitute prima facie evidence of such additional amount be deemed conclusive if reasonably determined. If any changes giving rise to Lender's demand for compensation are subsequently modified, amended or repealed with effect of reducing or eliminating the increased costs to Lender or the reduction in interest or principal received or receivable by Lender, then Lender shall promptly give notice thereof to the Company.