Increased Cost. If the result of any change in, or in the interpretation, implementation or application of, or the introduction of, any law or any regulation (whether or not having the force of law, but, if not having the force of law, with which the Lender or, as the case may be, its holding company habitually complies), including (without limitation) those relating to Taxation, capital adequacy, liquidity, reserve assets, cash ratio deposits and special deposits or other banking or monetary controls or requirements which affect the manner in which the Lender allocates capital resources to its obligations hereunder (including, without limitation, those resulting from the implementation or application of or compliance with the Basel II Accord or the Basel III Accord or any Basel II Regulation or the Basel III Accord or any Basel III Regulation or any subsequent accord, approach or regulation thereto) (collectively, “Capital Adequacy Law”) or compliance by the Lender with any such Capital Adequacy Law, is to: (a) increase the cost to, or impose an additional cost on, the Lender or its holding company in making or keeping the Commitment available or maintaining or funding all or part of the Loan; and/or (b) subject the Lender to Taxes or change the basis of Taxation of the Lender with respect to any payment under any of the Finance Documents (other than Taxes or Taxation on the overall net income, profits or gains of the Lender imposed in the jurisdiction in which its principal or lending office under this Agreement is located); and/or (c) reduce the amount payable or the effective return to the Lender under any of the Finance Documents; and/or (d) reduce the Lender’s or its holding company rate of return on its overall capital by reason of a change in the manner in which it is required to allocate capital resources to the Lender’s obligations under any of the Finance Document; and/or (e) require the Lender or its holding company to make a payment or forgo a return on or calculated by references to any amount received or receivable by it under any of the Finance Documents is required; and/or (f) require the Lender or its holding company to incur or sustain a loss (including a loss of future potential profits) by reason of being obliged to deduct all or part of the Commitment or the Loan from its capital for regulatory purposes, then and in each case (subject to Clause 12.5 (Exception)): (i) the Lender shall notify the Borrower in writing of such event promptly upon its becoming aware of the same; and (ii) the Borrower shall on demand pay to the Lender the amount which the Lender specifies (in a certificate and supporting documents setting forth and evidencing the basis of the computation of such amount but not including any matters which the Lender or its holding company regards as confidential) is required to compensate the Lender and/or (as the case may be) its holding company for such liability to Taxes, cost, reduction, payment, foregone return or loss whatsoever. For the purposes of this Clause 12 “holding company” means the company or entity (if any) within the consolidated supervision of which the Lender is included.
Appears in 3 contracts
Sources: Loan Agreement (Pyxis Tankers Inc.), Loan Agreement (Pyxis Tankers Inc.), Loan Agreement (Pyxis Tankers Inc.)
Increased Cost. If the If, as a result of (a) any change in, or in the interpretation, implementation interpretation or application of, or the introduction of, any law or any regulation regulation, request or requirement (whether or not having the force of law, but, if not having the force of law, with which the Lender or, as the case may be, its holding company habitually complies), including (without limitation) those relating to Taxation, capital adequacy, liquidity, reserve assets, cash ratio deposits and special deposits or other banking or monetary controls or requirements which affect affects the manner in which the Lender allocates capital resources to its obligations hereunder and those (including, without limitationbut not limited to, those resulting from "Basel III") which shall replace, amend and/or supplement the implementation or application provisions set out in the statement (as in effect as of or compliance with the date of this Agreement) of the Basel II Accord or the Basel III Accord committee on banking supervision dated July 1988 and entitled "international convergence of capital measurement and capital structures" or any Basel II Regulation amendatory or the Basel III Accord substitute agreement thereof, or any Basel III Regulation or any subsequent accord, approach or regulation thereto(b) (collectively, “Capital Adequacy Law”) or compliance by the Lender with any such Capital Adequacy Lawrequest from any applicable fiscal or monetary authority (whether or not having the force of law but, is toif not having the force of law, with which the Lender habitually complies) or (c) any other set of circumstances affecting the Lender:
(a) increase the cost to, or impose an additional cost on, to the Lender or its holding company in of making or keeping the Commitment available or any part thereof or maintaining or funding all the Loan is increased or part of an additional cost on the LoanLender is imposed; and/or
(b) subject the Lender to Taxes or change the basis of Taxation of the Lender with respect to any payment under any of the Finance Documents (other than Taxes or Taxation on the overall net income, profits or gains income of the Lender) in respect of any payments to the Lender imposed in the jurisdiction in which its principal or lending office under this Agreement or any of the other Security Documents is located)changed; and/or
(c) reduce the amount payable or the effective return to the Lender under any of the Finance DocumentsSecurity Documents is reduced; and/or
(d) reduce the Lender’s or its holding company 's rate of return on its overall capital by reason of a change in the manner in which it is required to allocate capital resources to the Lender’s 's obligations under any of the Finance DocumentSecurity Document is reduced; and/or
(e) require the Lender or its holding company to make a payment or forgo a return on or calculated by references to any amount received or receivable by it under any of the Finance Security Documents is required; and/or
(f) require the Lender or its holding company to incur or sustain a loss (including a loss of future potential profits) by reason of being obliged to deduct all or part of the Commitment or the Loan from its capital for regulatory purposes, then and in each case (subject to Clause 12.5 (Exception)):
(i) the Lender shall notify the Borrower in writing of such event promptly upon its becoming aware of the same; and
(ii12.8) the Borrower shall on demand pay to the Lender the amount which Lender, from time to time, upon demand, such additional moneys as shall indemnify the Lender specifies (in a certificate and supporting documents setting forth and evidencing the basis of the computation of such amount but not including for any matters which the Lender increased or its holding company regards as confidential) is required to compensate the Lender and/or (as the case may be) its holding company for such liability to Taxes, additional cost, reduction, payment, foregone return or loss whatsoever. For the purposes of this Clause 12 “holding company” means the company or entity (if any) within the consolidated supervision of which the Lender is included.
Appears in 2 contracts
Sources: Loan Agreement (Seanergy Maritime Holdings Corp.), Loan Agreement (Seanergy Maritime Holdings Corp.)
Increased Cost. If the If, as a result of (a) any change in, in or in the interpretationinterpretation of any law, implementation regulation or application of, or the introduction of, any law or any regulation official directive (whether or not having the force of law, law but, if not having the force of law, with which the Lender or, as the case may be, its holding company Bank habitually complies), ) - including (without limitation) those relating to Taxation, capital adequacy, liquidity, reserve assets, cash ratio deposits and special deposits or other banking or monetary controls or requirements which affect the manner in which the Lender allocates capital resources to its obligations hereunder (including, without limitation, those resulting from the implementation or application of or compliance with any amendment of the Basel II Accord or the Basel III Accord “1988 Basle convergence agreement” or any Basel II Regulation amendatory or substitute agreement thereof (the Basel III Accord “Basle II”)- by any governmental authority in any country the laws or any Basel III Regulation regulations of which are applicable on the Bank, or any subsequent accord, approach or regulation thereto(b) (collectively, “Capital Adequacy Law”) or compliance by the Lender Bank with any such Capital Adequacy Lawrequest from any applicable fiscal or monetary authority (whether or not having the force of law but, is toif not having the force of law, with which the Bank habitually complies) or (c) any other set of circumstances affecting the Bank:
(a) increase the cost to, to the Bank of making the Facility or impose an additional cost on, the Lender or its holding company in making or keeping the Commitment available any part thereof or maintaining or funding all the Loan is increased or part of an additional cost on the LoanBank is imposed; and/or
(b) subject the Lender Bank to Taxes or change the basis of Taxation of the Lender with respect to any payment under any of the Finance Documents (other than Taxes or Taxation on the overall net income, profits or gains income of the Lender imposed Bank) in respect of any payments to the jurisdiction in which its principal or lending office Bank under this Agreement or any of the other Security Documents is located)changed; and/or
(c) reduce the amount payable or the effective return to the Lender Bank under any of the Finance DocumentsSecurity Documents is reduced; and/or
(d) reduce the LenderBank’s or its holding company rate of return on its overall capital by reason of a change in the manner in which it is required to allocate capital resources to the LenderBank’s obligations under any of the Finance DocumentSecurity Document is reduced; and/or
(e) require the Lender or its holding company Bank to make a payment or forgo a return on or calculated by references to any amount received or receivable by it under any of the Finance Security Documents is required; and/or
(f) require the Lender or its holding company Bank to incur or sustain a loss (including a loss of future potential profits) by reason of being obliged to deduct all or part of the Commitment Facility or the Loan from its capital for regulatory purposes, then and in each case (subject to Clause 12.5 (Exception)):
(i) the Lender shall notify the Borrower in writing of such event promptly upon its becoming aware of the same; and
(ii12.6) the Borrower shall on demand pay to the Lender Bank, from time to time, upon demand, such additional moneys as shall indemnify the amount which the Lender specifies (in a certificate and supporting documents setting forth and evidencing the basis of the computation of such amount but not including Bank for any matters which the Lender increased or its holding company regards as confidential) is required to compensate the Lender and/or (as the case may be) its holding company for such liability to Taxes, additional cost, reduction, payment, foregone return or loss whatsoever. For the purposes of this Clause 12 “holding company” means the company or entity (if any) within the consolidated supervision of which the Lender is included.
Appears in 1 contract
Increased Cost. If the If, as a result of (a) any change in, or in the interpretation, implementation interpretation or application of, or the introduction of, any law or any regulation regulation, request or requirement (whether or not having the force of law, but, if not having the force of law, with which the Lender or, as the case may be, its holding company habitually complies), including (without limitation) those relating to Taxation, capital adequacy, liquidity, reserve assets, cash ratio deposits and special deposits or other banking or monetary controls or requirements which affect affects the manner in which the Lender allocates capital resources to its obligations hereunder and those (including, without limitationbut not limited to, those resulting from “Basel III”) which shall replace, amend and/or supplement the implementation or application provisions set out in the statement (as in effect as of or compliance with the Basel date of this Agreement) of the Basle II Accord or the Basel III Accord committee on banking supervision dated July 1988 and entitled “international convergence of capital measurement and capital structures” or any Basel II Regulation amendatory or the Basel III Accord substitute agreement thereof, or any Basel III Regulation or any subsequent accord, approach or regulation thereto(b) (collectively, “Capital Adequacy Law”) or compliance by the Lender with any such Capital Adequacy Lawrequest from any applicable fiscal or monetary authority (whether or not having the force of law but, is toif not having the force of law, with which the Lender habitually complies) or (c) any other set of circumstances affecting the Lender:
(a) increase the cost to, or impose an additional cost on, to the Lender or its holding company in of making or keeping the Commitment available or any part thereof or maintaining or funding all the Loan is increased or part of an additional cost on the LoanLender is imposed; and/or
(b) subject the Lender to Taxes or change the basis of Taxation of the Lender with respect to any payment under any of the Finance Documents (other than Taxes or Taxation on the overall net income, profits or gains income of the Lender) in respect of any payments to the Lender imposed in the jurisdiction in which its principal or lending office under this Agreement or any of the other Finance Documents is located)changed; and/or
(c) reduce the amount payable or the effective return to the Lender under any of the Finance DocumentsDocuments is reduced; and/or
(d) reduce the Lender’s or its holding company rate of return on its overall capital by reason of a change in the manner in which it is required to allocate capital resources to the Lender’s obligations under any of the Finance DocumentDocument is reduced; and/or
(e) require the Lender or its holding company to make a payment or forgo a return on or calculated by references to any amount received or receivable by it under any of the Finance Documents is required; and/or
(f) require the Lender or its holding company to incur or sustain a loss (including a loss of future potential profits) by reason of being obliged to deduct all or part of the Commitment or the Loan from its capital for regulatory purposes, 68 (J18-185622/C) then and in each case (subject to Clause 12.5 12.7 (Exception)):
(i) the Lender shall notify the Borrower in writing of such event promptly upon its becoming aware of the same; and
(ii) the Borrower shall on demand pay to the Lender the amount which Lender, from time to time, upon demand, such additional moneys as shall indemnify the Lender specifies (in a certificate and supporting documents setting forth and evidencing the basis of the computation of such amount but not including for any matters which the Lender increased or its holding company regards as confidential) is required to compensate the Lender and/or (as the case may be) its holding company for such liability to Taxes, additional cost, reduction, payment, foregone return or loss whatsoever. For the purposes of this Clause 12 “holding company” means the company or entity (if any) within the consolidated supervision of which the Lender is included.
Appears in 1 contract
Increased Cost. If the If, as a result of (a) any change in, in or in the interpretationinterpretation of any law, implementation regulation or application of, or the introduction of, any law or any regulation official directive (whether or not having the force of law, law but, if not having the force of law, with which the Lender or, as the case may be, its holding company Bank habitually complies), ) — including (without limitation) those relating to Taxation, capital adequacy, liquidity, reserve assets, cash ratio deposits and special deposits or other banking or monetary controls or requirements which affect the manner in which the Lender allocates capital resources to its obligations hereunder (including, without limitation, those resulting from the implementation or application of or compliance with any amendment of the Basel II Accord or the Basel III Accord “▇▇▇▇ ▇▇▇▇▇ convergence agreement” or any amendatory or substitute agreement thereof (the “Basel II Regulation or the Basel III Accord or any Basel III Regulation or any subsequent accord, approach or regulation thereto) (collectively, “Capital Adequacy LawII”) by any governmental authority in any country the laws or regulations of which are applicable on the Bank, or (b) compliance by the Lender Bank with any such Capital Adequacy Lawrequest from any applicable fiscal or monetary authority (whether or not having the force of law but, is toif not having the force of law, with which the Bank habitually complies) or (c) any other set of circumstances affecting the Bank:
(a) increase the cost to, or impose an additional cost on, to the Lender or its holding company in Bank of making or keeping the Commitment available or any part thereof or maintaining or funding all the Loan is increased or part of an additional cost on the LoanBank is imposed; and/or
(b) subject the Lender Bank to Taxes or change the basis of Taxation of the Lender with respect to any payment under any of the Finance Documents (other than Taxes or Taxation on the overall net income, profits or gains income of the Lender imposed Bank) in respect of any payments to the jurisdiction in which its principal or lending office Bank under this Agreement or any of the other Security Documents is located)changed; and/or
(c) reduce the amount payable or the effective return to the Lender Bank under any of the Finance DocumentsSecurity Documents is reduced; and/or
(d) reduce the LenderBank’s or its holding company rate of return on its overall capital by reason of a change in the manner in which it is required to allocate capital resources to the LenderBank’s obligations under any of the Finance DocumentSecurity Document is reduced; and/or
(e) require the Lender or its holding company Bank to make a payment or forgo a return on or calculated by references to any amount received or receivable by it under any of the Finance Security Documents is required; and/or
(f) require the Lender or its holding company Bank to incur or sustain a loss (including a loss of future potential profits) by reason of being obliged to deduct all or part of the Commitment or the Loan from its capital for regulatory purposes, then and in each case (subject to Clause 12.5 (Exception)):
(i) the Lender shall notify the Borrower in writing of such event promptly upon its becoming aware of the same; and
(ii12.6) the Borrower shall on demand pay to the Lender Bank, from time to time, upon demand, such additional moneys as shall indemnify the amount which the Lender specifies (in a certificate and supporting documents setting forth and evidencing the basis of the computation of such amount but not including Bank for any matters which the Lender increased or its holding company regards as confidential) is required to compensate the Lender and/or (as the case may be) its holding company for such liability to Taxes, additional cost, reduction, payment, foregone return or loss whatsoever. For the purposes of this Clause 12 “holding company” means the company or entity (if any) within the consolidated supervision of which the Lender is included.
Appears in 1 contract
Sources: Loan Agreement (FreeSeas Inc.)
Increased Cost. If If, after the result date of this Agreement, by reason of the introduction of any law to which a Security Party is subject, or any change inin any law to which a Security Party is subject, or the interpretation or administration of any law to which a Security Party is subject, or in compliance with any request or requirement from any central bank or any fiscal, monetary or other authority with whose requests or requirements the interpretation, implementation Lender customarily complies:-
14.7.1 the Lender shall be subject to any Tax with respect to payments of all or application of, any part of the Indebtedness or the introduction of, any law Hedging Liabilities; or
14.7.2 the basis of Taxation of payments to the Lender in respect of all or any regulation (whether part of the Indebtedness or not having the force Hedging Liabilities shall be changed; or
14.7.3 any reserve requirements shall be imposed, modified or deemed applicable against assets held by or deposits in or for the account of law, but, if not having or loans by any branch of the force of law, with which the Lender Lender; or, as the case may be, its holding company habitually complies), including (without limitation) those relating to Taxation, capital adequacy, liquidity, reserve assets, cash ratio deposits and special deposits or other banking or monetary controls or requirements which affect
14.7.4 the manner in which the Lender allocates capital resources to its obligations hereunder under this Agreement and/or the Hedging Agreement or any ratio (includingwhether cash, without limitationcapital adequacy, those resulting from liquidity or otherwise) which the implementation Lender is required or application of or compliance with requested to maintain shall be affected; or
14.7.5 there is imposed on the Basel II Accord Lender any other condition in relation to the Indebtedness or the Basel III Accord or any Basel II Regulation Hedging Liabilities or the Basel III Accord or Security Documents; and the result of any Basel III Regulation or any subsequent accord, approach or regulation thereto) (collectively, “Capital Adequacy Law”) or compliance by of the Lender with any such Capital Adequacy Law, is to:
(a) above shall be to increase the cost to, or impose an additional cost on, to the Lender or its holding company in of making or keeping the Commitment available or maintaining or funding all or any part of the Loan; and/or
(b) subject Loan or maintaining in its capacity as Swap Provider its obligations under the Hedging Agreement, or to cause the Lender to Taxes or change the basis of Taxation of the Lender with respect to any payment under any of the Finance Documents suffer (other than Taxes or Taxation on the overall net income, profits or gains of the Lender imposed in its reasonable opinion) a material reduction in the jurisdiction in which its principal or lending office under this Agreement is located); and/or
(c) reduce the amount payable or the effective return to the Lender under any of the Finance Documents; and/or
(d) reduce the Lender’s or its holding company rate of return on its overall capital by reason of a change in below the manner in level which it is required reasonably anticipated at the date of this Agreement and which it would have been able to allocate capital resources to achieve but for its entering into this Agreement or the Lender’s Hedging Agreement and/or performing its obligations under any of the Finance Document; and/or
(e) require the Lender or its holding company to make a payment or forgo a return on or calculated by references to any amount received or receivable by it under any of the Finance Documents is required; and/or
(f) require the Lender or its holding company to incur or sustain a loss (including a loss of future potential profits) by reason of being obliged to deduct all or part of the Commitment this Agreement or the Loan from its capital for regulatory purposesHedging Agreement, then and in each case (subject to Clause 12.5 (Exception)):
(i) the Lender shall notify the Borrower in writing of (such event promptly upon its becoming aware of notification to include the same; and
(iicertificate described hereafter) and the Borrower shall on demand from time to time pay to the Lender within three (3) Business Days of a demand by the Lender the amount which shall compensate the Lender specifies (in a for such additional cost or reduced return. A certificate signed by an authorised signatory of the Lender, setting out the amount of that payment and supporting documents setting forth and evidencing the basis of its calculation shall be submitted to the computation Borrower and shall be conclusive evidence of such amount but not including save for manifest error or on any matters which the Lender or its holding company regards as confidential) is required to compensate the Lender and/or (as the case may be) its holding company for such liability to Taxes, cost, reduction, payment, foregone return or loss whatsoever. For the purposes question of this Clause 12 “holding company” means the company or entity (if any) within the consolidated supervision of which the Lender is includedlaw.
Appears in 1 contract
Increased Cost. If the If, as a result of (a) any change in, in or in the interpretationinterpretation of any law, implementation regulation or application of, or the introduction of, any law or any regulation official directive (whether or not having the force of law, law but, if not having the force of law, with which the Lender or, as the case may be, its holding company Bank habitually complies), ) — including (without limitation) those relating to Taxation, capital adequacy, liquidity, reserve assets, cash ratio deposits and special deposits or other banking or monetary controls or requirements which affect the manner in which the Lender allocates capital resources to its obligations hereunder (including, without limitation, those resulting from the implementation or application of or compliance with any amendment of the Basel II Accord or the Basel III Accord “1988 Basle convergence agreement” or any Basel II Regulation amendatory or substitute agreement thereof- by any governmental authority in any country the Basel III Accord laws or any Basel III Regulation regulations of which are applicable on the Bank, or any subsequent accord, approach or regulation thereto(b) (collectively, “Capital Adequacy Law”) or compliance by the Lender Bank with any such Capital Adequacy Lawrequest from any applicable fiscal or monetary authority (whether or not having the force of law but, is toif not having the force of law, with which the Bank habitually complies) or (c) any other set of circumstances affecting the Bank:
(a) increase the cost to, or impose an additional cost on, to the Lender or its holding company in Bank of making or keeping the Commitment available or any part thereof or maintaining or funding all the Loan is increased or part of an additional cost on the LoanBank is imposed; and/or
(b) subject the Lender Bank to Taxes or change the basis of Taxation of the Lender with respect to any payment under any of the Finance Documents (other than Taxes or Taxation on the overall net income, profits or gains income of the Lender imposed Bank) in respect of any payments to the jurisdiction in which its principal or lending office Bank under this Agreement or any of the other Security Documents is located)changed; and/or
(c) reduce the amount payable or the effective return to the Lender Bank under any of the Finance DocumentsSecurity Documents is reduced; and/or
(d) reduce the LenderBank’s or its holding company rate of return on its overall capital by reason of a change in the manner in which it is required to allocate capital resources to the LenderBank’s obligations under any of the Finance DocumentSecurity Document is reduced; and/or
(e) require the Lender or its holding company Bank to make a payment or forgo a return on or calculated by references to any amount received or receivable by it under any of the Finance Security Documents is required; and/or
(f) require the Lender or its holding company Bank to incur or sustain a loss (including a loss of future potential profits) by reason of being obliged to deduct all or part of the Commitment or the Loan from its capital for regulatory purposes, then and in each case (subject to Clause 12.5 (Exception)):
(i) the Lender shall notify the Borrower in writing of such event promptly upon its becoming aware of the same; and
(ii12.6) the Borrower shall on demand pay to the Lender Bank, from time to time, upon demand, such additional moneys as shall indemnify the amount which the Lender specifies (in a certificate and supporting documents setting forth and evidencing the basis of the computation of such amount but not including Bank for any matters which the Lender increased or its holding company regards as confidential) is required to compensate the Lender and/or (as the case may be) its holding company for such liability to Taxes, additional cost, reduction, payment, foregone return or loss whatsoever. For the purposes of this Clause 12 “holding company” means the company or entity (if any) within the consolidated supervision of which the Lender is included.
Appears in 1 contract
Increased Cost. If the If, as a result of (a) any change in, or in the interpretation, implementation interpretation or application of, or the introduction of, any law or any regulation regulation, request or requirement (whether or not having the force of law, but, if not having the force of law, with which the Lender Bank or, as the case may be, its holding company habitually complies), including (without limitation) those relating to Taxation, capital adequacy, liquidity, reserve assets, cash ratio deposits and special deposits or other banking or monetary controls or requirements which affect affects the manner in which the Lender Bank allocates capital resources to its obligations hereunder and those (including“Basel II”) which shall replace, without limitation, those resulting from amend and/or supplement the implementation or application provisions set out in the statement (as in effect as of or compliance with the Basel II Accord or date of this Agreement) of the Basel III Accord Basle I committee on banking supervision dated July 1988 and entitled “international convergence of capital measurement and capital structures” or any Basel II Regulation amendatory or the Basel III Accord substitute agreement thereof, or any Basel III Regulation or any subsequent accord, approach or regulation thereto(b) (collectively, “Capital Adequacy Law”) or compliance by the Lender Bank with any such Capital Adequacy Lawrequest from any applicable fiscal or monetary authority (whether or not having the force of law but, is toif not having the force of law, with which the Bank habitually complies) or (c) any other set of circumstances affecting the Bank:
(a) increase the cost to, or impose an additional cost on, to the Lender or its holding company in Bank of making or keeping the Commitment available or any part thereof or maintaining or funding all the Loan is increased or part of an additional cost on the LoanBank is imposed; and/or
(b) subject the Lender Bank to Taxes or change the basis of Taxation of the Lender with respect to any payment under any of the Finance Documents (other than Taxes or Taxation on the overall net income, profits or gains income of the Lender imposed Bank) in respect of any payments to the jurisdiction in which its principal or lending office Bank under this Agreement or any of the other Security Documents is located)changed; and/or
(c) reduce the amount payable or the effective return to the Lender Bank under any of the Finance DocumentsSecurity Documents is reduced; and/or
(d) reduce the LenderBank’s or its holding company rate of return on its overall capital by reason of a change in the manner in which it is required to allocate capital resources to the LenderBank’s obligations under any of the Finance DocumentSecurity Document is reduced; and/or
(e) require the Lender or its holding company Bank to make a payment or forgo a return on or calculated by references to any amount received or receivable by it under any of the Finance Security Documents is required; and/or
(f) require the Lender or its holding company Bank to incur or sustain a loss (including a loss of future potential profits) by reason of being obliged to deduct all or part of the Commitment or the Loan from its capital for regulatory purposes, then and in each case (subject to Clause 12.5 (Exception)):
(i12.7) the Lender Borrowers shall notify the Borrower in writing of such event promptly upon its becoming aware of the same; and
(ii) the Borrower shall on demand pay to the Lender Bank, from time to time, upon demand, such additional moneys as shall indemnify the amount which the Lender specifies (in a certificate and supporting documents setting forth and evidencing the basis of the computation of such amount but not including Bank for any matters which the Lender increased or its holding company regards as confidential) is required to compensate the Lender and/or (as the case may be) its holding company for such liability to Taxes, additional cost, reduction, payment, foregone return or loss whatsoever. For the purposes of this Clause 12 “holding company” means the company or entity (if any) within the consolidated supervision of which the Lender is included.
Appears in 1 contract
Increased Cost. If the result of any change in, or in the interpretation, implementation or application of, or the introduction of, any law or any regulation (whether or not having the force of law, but, if not having the force of law, with which the Lender or, as the case may be, its holding company habitually complies), including (without limitation) those relating to Taxation, capital adequacy, liquidity, reserve assets, cash ratio deposits and special deposits or other banking or monetary controls or requirements which affect the manner in which the Lender allocates capital resources to its obligations hereunder (including, without limitation, those resulting from the implementation or application of or compliance with the Basel II Accord or the Basel III Accord or any Basel II Regulation or the Basel III Accord or any Basel III Regulation or any subsequent accord, approach or regulation thereto) (collectively, “Capital Adequacy Law”) or compliance by the Lender with any such Capital Adequacy LawLaw or , is to:
(a) increase the cost to, or impose an additional cost on, the Lender or its holding company in making or keeping the Commitment available or maintaining or funding all or part of the Loan; and/or
(b) subject the Lender to Taxes or change the basis of Taxation of the Lender with respect to any payment under any of the Finance Documents (other than Taxes or Taxation on the overall net income, profits or gains of the Lender imposed in the jurisdiction in which its principal or lending office under this Agreement is located); and/or
(c) reduce the amount payable or the effective return to the Lender under any of the Finance Documents; and/or
(d) reduce the Lender’s or its holding company rate of return on its overall capital by reason of a change in the manner in which it is required to allocate capital resources to the Lender’s obligations under any of the Finance Document; and/or
(e) require the Lender or its holding company to make a payment or forgo a return on or calculated by references to any amount received or receivable by it under any of the Finance Documents is required; and/or
(f) require the Lender or its holding company to incur or sustain a loss (including a loss of future potential profits) by reason of being obliged to deduct all or part of the Commitment or the Loan from its capital for regulatory purposes, then and in each case (subject to Clause 12.5 12.6 (Exception)):
(i) the Lender shall notify the Borrower in writing of such event promptly upon its it becoming aware of the same; and
(ii) the Borrower shall on demand pay to the Lender the amount which the Lender specifies (in a certificate and supporting documents setting forth and evidencing the basis of the computation of such amount but not including any matters which the Lender or its holding company regards as confidential) is required to compensate the Lender and/or (as the case may be) its holding company for such liability to Taxes, cost, reduction, payment, foregone return or loss whatsoever. For the purposes of this Clause 12 “holding company” means the company or entity (if any) within the consolidated supervision of which the Lender is included.
Appears in 1 contract
Increased Cost. If The Borrowers shall reimburse or compensate the result Lender, upon demand, for all costs incurred, losses suffered or payments made by the Lender which are applied or reasonably allocated by the Lender to the transactions contemplated herein (all as determined by the Lender in its reasonable discretion) by reason of any and all future reserve, deposit, capital adequacy or similar requirements against (or against any class of or change in, in or in the interpretationamount of) assets, implementation liabilities or application commitments of, or extensions of credit by, the introduction of, Lender or the adoption of or any change in any requirement of law or in the interpretation or application thereof after the date hereof; and compliance by the Lender with any regulation (directive, or requirements from any regulatory authority, whether or not having the force of law, but, if not having law (including any Tax or increased Tax of any kind whatsoever with respect to this Agreement or any Loan hereunder or any change in the force basis or rate of law, with which taxation of payments to the Lender orin respect thereof); provided that notwithstanding anything herein to the contrary, as the case may be(i) all requests, its holding company habitually complies)rules, including (without limitation) those relating to Taxation, capital adequacy, liquidity, reserve assets, cash ratio deposits and special deposits guidelines or other banking directives under or monetary controls or requirements which affect the manner issued in which the Lender allocates capital resources to its obligations hereunder (including, without limitation, those resulting from the implementation or application of or compliance connection with the Basel II Accord or the Basel III Accord or ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010, all interpretations and applications thereof and any Basel II Regulation or the Basel III Accord or any Basel III Regulation or any subsequent accord, approach or regulation thereto) (collectively, “Capital Adequacy Law”) or compliance by the Lender with any such Capital Adequacy Lawrequest or directive relating thereto and (ii) all requests, is to:
(a) increase the cost torules, guidelines or impose an additional cost ondirectives promulgated under or in connection with, the Lender or its holding company in making or keeping the Commitment available or maintaining or funding all or part of the Loan; and/or
(b) subject the Lender to Taxes or change the basis of Taxation of interpretations and applications of, and any compliance by the Lender with respect to any payment under request or directive by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any of the Finance Documents (other than Taxes successor or Taxation on the overall net income, profits or gains of the Lender imposed in the jurisdiction in which its principal or lending office under this Agreement is located); and/or
(csimilar authority) reduce the amount payable or the effective return U.S. or foreign regulatory authorities shall, in each case, be deemed to the Lender under any of the Finance Documents; and/or
(d) reduce the Lender’s or its holding company rate of return on its overall capital by reason of be a change in the manner in which it is required to allocate capital resources to the Lender’s obligations under any a requirement of law, regardless of the Finance Document; and/or
(e) require the Lender date enacted, adopted or its holding company to make a payment or forgo a return on or calculated by references to any amount received or receivable by it under any of the Finance Documents is required; and/or
(f) require the Lender or its holding company to incur or sustain a loss (including a loss of future potential profits) by reason of being obliged to deduct all or part of the Commitment or the Loan from its capital for regulatory purposes, then and in each case (subject to Clause 12.5 (Exception)):
(i) the Lender shall notify the Borrower in writing of such event promptly upon its becoming aware of the same; and
(ii) the Borrower shall on demand pay to the Lender the amount which the Lender specifies (in a certificate and supporting documents setting forth and evidencing the basis of the computation of such amount but not including any matters which the Lender or its holding company regards as confidential) is required to compensate the Lender and/or (as the case may be) its holding company for such liability to Taxes, cost, reduction, payment, foregone return or loss whatsoeverissued. For the purposes avoidance of this Clause 12 “holding company” means the company or entity (if any) within the consolidated supervision of which doubt, in no event shall the Lender is includedreceive payment or reimbursement for costs or losses under this Section 7(k) from the Parent Borrower if such amounts were paid by the Subsidiary Borrower and vice versa.
Appears in 1 contract
Sources: Uncommitted Money Market Line Credit Agreement (Jackson Financial Inc.)
Increased Cost. If the If, as a result of (a) any change in, in or in the interpretationinterpretation of any law, implementation regulation or application of, or the introduction of, any law or any regulation official directive (whether or not having the force of law, law but, if not having the force of law, with which the Lender or, as the case may be, its holding company Bank habitually complies), by any governmental authority in any country the laws or regulations of which are applicable on the Bank, or (b) compliance by the Bank with any request from any applicable fiscal or monetary authority (whether or not having the force of law but, if not having the force of law, with which the Bank habitually complies) or (c) any other set of circumstances affecting the Bank including (without limitation) those relating to Taxation, stock or capital adequacy, any type of liquidity, reserve assets, cash ratio deposits and special deposits or other banking or monetary controls or requirements (except to the extent included in the Mandatory Cost) which affect affects the manner in which the Lender Bank allocates capital resources to its obligations hereunder (including (without limitation) those resulting from the implementation of or compliance with any amendment of the “International Convergence of Capital Measurement and Capital Standards, a Revised Framework” published by the Basle Committee on Banking Supervision (July 1988, as amended) or any amendatory or substitute agreement thereof including, without limitation, those resulting from the implementation or application of or compliance with the Basel II proposed new Basle Capital Accord or the Basel III Accord (Basle II) or any Basel II Regulation or the Basel III Accord or any Basel III Regulation or any subsequent accord, approach law or regulation thereto) (collectively, “Capital Adequacy Law”) or compliance by the Lender with any such Capital Adequacy Law, is to:which implements Basle II):
(a) increase the cost to, or impose an additional cost on, to the Lender or its holding company in Bank of making or keeping the Commitment available or any part thereof or maintaining or funding all the Loan is increased or part of an additional cost on the LoanBank is imposed; and/or
(b) subject the Lender Bank to Taxes or change the basis of Taxation of the Lender with respect to any payment under any of the Finance Documents (other than Taxes or Taxation on the overall net income, profits or gains income of the Lender imposed Bank) in respect of any payments to the jurisdiction in which its principal or lending office Bank under this Agreement or any of the other Security Documents is located)changed; and/or
(c) reduce the amount payable or the effective return to the Lender Bank under any of the Finance DocumentsSecurity Documents is reduced; and/or
(d) reduce the LenderBank’s or its holding company rate of return on its overall capital by reason of a change in the manner in which it is required to allocate capital resources to the LenderBank’s obligations under any of the Finance DocumentSecurity Document is reduced; and/or
(e) require the Lender or its holding company Bank to make a payment or forgo a return on or calculated by references to any amount received or receivable by it under any of the Finance Security Documents is required; and/or
(f) require the Lender or its holding company Bank to incur or sustain a loss (including a loss of future potential profits) by reason of being obliged to deduct all or part of the Commitment or the Loan from its capital for regulatory purposes, then and in each case (subject to Clause 12.5 (Exception)):
(i) the Lender shall notify the Borrower in writing of such event promptly upon its becoming aware of the same; and
(ii) the Borrower shall on demand pay to the Lender the amount which the Lender specifies (in a certificate and supporting documents setting forth and evidencing the basis of the computation of such amount but not including any matters which the Lender or its holding company regards as confidential) is required to compensate the Lender and/or (as the case may be) its holding company for such liability to Taxes, cost, reduction, payment, foregone return or loss whatsoever. For the purposes of this Clause 12 “holding company” means the company or entity (if any) within the consolidated supervision of which the Lender is included.,
Appears in 1 contract
Sources: Loan Agreement (StealthGas Inc.)
Increased Cost. If the result of any change in, or in the interpretation, implementation or application of, or the introduction of, any law or any regulation (whether or not having the force of law, but, if not having the force of law, with which the Lender or, as the case may be, its holding company habitually complies), including (without limitation) those relating to Taxation, capital adequacy, liquidity, reserve assets, cash ratio deposits and special deposits or other banking or monetary controls or requirements which affect the manner in which the Lender allocates capital resources to its obligations hereunder (including, without limitation, those resulting from the implementation or application of or compliance with the Basel II Accord or the Basel III Accord or any Basel II Regulation or the Basel III Accord or any Basel III Regulation or any subsequent accord, approach or regulation thereto) (collectively, “Capital Adequacy Law”) or compliance by the Lender with any such Capital Adequacy LawLaw , is to:
(a) increase the cost to, or impose an additional cost on, the Lender or its holding company in making or keeping the Commitment available or maintaining or funding all or part of the Loan; and/or
(b) subject the Lender to Taxes or change the basis of Taxation of the Lender with respect to any payment under any of the Finance Documents (other than Taxes or Taxation on the overall net income, profits or gains of the Lender imposed in the jurisdiction in which its principal or lending office under this Agreement is located); and/or
(c) reduce the amount payable or the effective return to the Lender under any of the Finance Documents; and/or
(d) reduce the Lender’s or its holding company rate of return on its overall capital by reason of a change in the manner in which it is required to allocate capital resources to the Lender’s obligations under any of the Finance Document; and/or
(e) require the Lender or its holding company to make a payment or forgo a return on or calculated by references to any amount received or receivable by it under any of the Finance Documents is required; and/or
(f) require the Lender or its holding company to incur or sustain a loss (including a loss of future potential profits) by reason of being obliged to deduct all or part of the Commitment or the Loan from its capital for regulatory purposes, then and in each case (subject to Clause 12.5 12.6 (Exception)):
(i) the Lender shall notify the Borrower in writing of such event promptly upon its it becoming aware of the same; and
(ii) the Borrower shall on demand pay to the Lender the amount which the Lender specifies (in a certificate and supporting documents setting forth and evidencing the basis of the computation of such amount but not including any matters which the Lender or its holding company regards as confidential) is required to compensate the Lender and/or (as the case may be) its holding company for such liability to Taxes, cost, reduction, payment, foregone return or loss whatsoever. For the purposes of this Clause 12 “holding company” means the company or entity (if any) within the consolidated supervision of which the Lender is included.
Appears in 1 contract
Increased Cost. If the result of any change in, or in the interpretation, implementation or application of, or the introduction of, any law or any regulation (whether or not having the force of law, but, if not having the force of law, with which the Lender or, as the case may be, its holding company habitually complies), including (without limitation) those relating to Taxation, capital adequacy, liquidity, reserve assets, cash ratio deposits and special deposits or other banking or monetary controls or requirements which affect the manner in which the Lender allocates capital resources to its obligations hereunder (including, without limitation, those resulting from the implementation or application of or compliance with the Basel II Accord or the Basel III Accord or any Basel II Regulation or the Basel III Accord or any Basel III Regulation or any subsequent accord, approach or regulation thereto) (collectively, “Capital Adequacy Law”) or compliance by the Lender with any such Capital Adequacy LawLaw or , is to:
(a) increase the cost to, or impose an additional cost on, the Lender or its holding company in making or keeping the Commitment available or maintaining or funding all or part of the Loan; and/or
(b) subject the Lender to Taxes or change the basis of Taxation of the Lender with respect to any payment under any of the Finance Documents (other than Taxes or Taxation on the overall net income, profits or gains of the Lender imposed in the jurisdiction in which its principal or lending office under this Agreement is located); and/or
(c) reduce the amount payable or the effective return to the Lender under any of the Finance Documents; and/or
(d) reduce the Lender’s or its holding company rate of return on its overall capital by reason of a change in the manner in which it is required to allocate capital resources to the Lender’s obligations under any of the Finance Document; and/or
(e) require the Lender or its holding company to make a payment or forgo a return on or calculated by references to any amount received or receivable by it under any of the Finance Documents is required; and/or
(f) require the Lender or its holding company to incur or sustain a loss (including a loss of future potential profits) by reason of being obliged to deduct all or part of the Commitment or the Loan from its capital for regulatory purposes, then and in each case (subject to Clause 12.5 12.6 (Exception)):
(i) the Lender shall notify the Borrower in writing of such event promptly upon its it becoming aware of the same; and
(ii) the Borrower shall on demand pay to the Lender the amount which the Lender specifies (in a certificate and supporting documents setting forth and evidencing the basis of the computation of such amount but not including any matters which the Lender or its holding company regards as confidential) is required to compensate the Lender and/or (as the case may be) its holding company for such liability to Taxes, cost, reduction, payment, foregone return or loss whatsoever. For the purposes of this Clause 12 “holding company” means the company or entity (if any) within the consolidated supervision of which the Lender is included.
Appears in 1 contract
Increased Cost. If the If, as a result of (a) any change in, in or in the interpretationinterpretation of any law, implementation regulation or application of, or the introduction of, any law or any regulation official directive (whether or not having the force of law, law but, if not having the force of law, with which the Lender or, as the case may be, its holding company Bank habitually complies), ) — including (without limitation) those relating to Taxation, capital adequacy, liquidity, reserve assets, cash ratio deposits and special deposits or other banking or monetary controls or requirements which affect the manner in which the Lender allocates capital resources to its obligations hereunder (including, without limitation, those resulting from the implementation or application of or compliance with any amendment of the Basel II Accord or the Basel III Accord “▇▇▇▇ ▇▇▇▇▇ convergence agreement” or any amendatory or substitute agreement thereof (the “Basel II Regulation or the Basel III Accord or any Basel III Regulation or any subsequent accord, approach or regulation thereto) (collectively, “Capital Adequacy LawII”) by any governmental authority in any country the laws or regulations of which are applicable on the Bank, or (b) compliance by the Lender Bank with any such Capital Adequacy Lawrequest from any applicable fiscal or monetary authority (whether or not having the force of law but, is toif not having the force of law, with which the Bank habitually complies) or (c) any other set of circumstances affecting the Bank:
(a) increase the cost to, or impose an additional cost on, to the Lender or its holding company in Bank of making or keeping the Commitment available or any part thereof or maintaining or funding all the Loan is increased or part of an additional cost on the LoanBank is imposed; and/or
(b) subject the Lender Bank to Taxes or change the basis of Taxation of the Lender with respect to any payment under any of the Finance Documents (other than Taxes or Taxation on the overall net income, profits or gains income of the Lender imposed Bank) in respect of any payments to the jurisdiction in which its principal or lending office Bank under this Agreement or any of the other Security Documents is located)changed; and/or
(c) reduce the amount payable or the effective return to the Lender Bank under any of the Finance DocumentsSecurity Documents is reduced; and/or
(d) reduce the LenderBank’s or its holding company rate of return on its overall capital by reason of a change in the manner in which it is required to allocate capital resources to the LenderBank’s obligations under any of the Finance DocumentSecurity Document is reduced; and/or
(e) require the Lender or its holding company Bank to make a payment or forgo a return on or calculated by references to any amount received or receivable by it under any of the Finance Security Documents is required; and/or
(f) require the Lender or its holding company Bank to incur or sustain a loss (including a loss of future potential profits) by reason of being obliged to deduct all or part of the Commitment or the Loan from its capital for regulatory purposes, then and in each case (subject to Clause 12.5 (Exception)):
(i12.6) the Lender Borrowers shall notify the Borrower in writing of such event promptly upon its becoming aware of the same; and
(ii) the Borrower shall on demand pay to the Lender Bank, from time to time, upon demand, such additional moneys as shall indemnify the amount which the Lender specifies (in a certificate and supporting documents setting forth and evidencing the basis of the computation of such amount but not including Bank for any matters which the Lender increased or its holding company regards as confidential) is required to compensate the Lender and/or (as the case may be) its holding company for such liability to Taxes, additional cost, reduction, payment, foregone return or loss whatsoever. For the purposes of this Clause 12 “holding company” means the company or entity (if any) within the consolidated supervision of which the Lender is included.
Appears in 1 contract
Sources: Loan Agreement (FreeSeas Inc.)
Increased Cost. If the If, as a result of (a) any change in, in or in the interpretationinterpretation of any law, implementation regulation or application of, or the introduction of, any law or any regulation official directive (whether or not having the force of law, law but, if not having the force of law, with which the Lender or, as the case may be, its holding company Bank habitually complies), by any governmental authority in any country the laws or regulations of which are applicable on the Bank, or (b) compliance by the Bank with any request from any applicable fiscal or monetary authority (whether or not having the force of law but, if not having the force of law, with which the Bank habitually complies) or (c) any other set of circumstances affecting the Bank including (without limitation) those relating to Taxation, stock or capital adequacy, any type of liquidity, reserve assets, cash ratio deposits and special deposits or other banking or monetary controls or requirements (except to the extent included in the Mandatory Cost) which affect affects the manner in which the Lender Bank allocates capital resources to its obligations hereunder (including (without limitation) those resulting from the implementation of or compliance with any amendment of the “International Convergence of Capital Measurement and Capital Standards, a Revised Framework” published by the Basle Committee on Banking Supervision (July 1988, as amended) or any amendatory or substitute agreement thereof including, without limitation, those resulting from the implementation or application of or compliance with the Basel II proposed new Basle Capital Accord or the Basel III Accord (Basle II) or any Basel II Regulation or the Basel III Accord or any Basel III Regulation or any subsequent accord, approach law or regulation thereto) (collectively, “Capital Adequacy Law”) or compliance by the Lender with any such Capital Adequacy Law, is to:which implements Basle II):
(a) increase the cost to, or impose an additional cost on, to the Lender or its holding company in Bank of making or keeping the Commitment available or any part thereof or maintaining or funding all the Loan is increased or part of an additional cost on the LoanBank is imposed; and/or
(b) subject the Lender Bank to Taxes or change the basis of Taxation of the Lender with respect to any payment under any of the Finance Documents (other than Taxes or Taxation on the overall net income, profits or gains income of the Lender imposed Bank) in respect of any payments to the jurisdiction in which its principal or lending office Bank under this Agreement or any of the other Security Documents is located)changed; and/or
(c) reduce the amount payable or the effective return to the Lender Bank under any of the Finance DocumentsSecurity Documents is reduced; and/or
(d) reduce the LenderBank’s or its holding company rate of return on its overall capital by reason of a change in the manner in which it is required to allocate capital resources to the LenderBank’s obligations under any of the Finance DocumentSecurity Document is reduced; and/or
(e) require the Lender or its holding company Bank to make a payment or forgo a return on or calculated by references to any amount received or receivable by it under any of the Finance Security Documents is required; and/or
(f) require the Lender or its holding company Bank to incur or sustain a loss (including a loss of future potential profits) by reason of being obliged to deduct all or part of the Commitment or the Loan from its capital for regulatory purposes, then and in each case (subject to Clause 12.5 (Exception)):
(i) the Lender shall notify the Borrower in writing of such event promptly upon its becoming aware of the same; and
(ii12.6) the Borrower shall on demand pay to the Lender Bank, from time to time, upon demand, such additional moneys as shall indemnify the amount which the Lender specifies (in a certificate and supporting documents setting forth and evidencing the basis of the computation of such amount but not including Bank for any matters which the Lender increased or its holding company regards as confidential) is required to compensate the Lender and/or (as the case may be) its holding company for such liability to Taxes, additional cost, reduction, payment, foregone return or loss whatsoever. For the purposes of this Clause 12 “holding company” means the company or entity (if any) within the consolidated supervision of which the Lender is included.
Appears in 1 contract
Sources: Loan Agreement (StealthGas Inc.)
Increased Cost. If If, after the result of date hereof, the introduction of, any change in, or in the interpretation, implementation or application of, or the introduction of, any law Applicable Law (including any capital adequacy requirement) (other than any taxes on the overall net income of a Lender or any regulation upon the overall capital of a Lender), regulation, treaty or official directive now or hereafter in effect (whether or not having the force of law) or any change in the interpretation or application thereof by any court or by any judicial or Governmental Authority charged with the interpretation or administration thereof, butor if compliance by any Lender with any request from any central bank or other fiscal, if monetary or other authority (whether or not having the force of law) (individually, with which a "Circumstance"):
(a) subjects a Lender to any Tax, changes the basis of taxation of payments due to a Lender oror increases any existing Tax, as on payments of principal, interest or other amounts payable by the case may beBorrower to a Lender under this Agreement;
(b) imposes, its holding company habitually complies)modifies or deems applicable any reserve, including (without limitation) those relating to Taxationspecial deposit, capital adequacy, liquidityregulatory or similar requirement against assets or liabilities held by a Lender, reserve assets, cash ratio or deposits and special deposits or other banking or monetary controls or requirements which affect the manner in which the Lender allocates capital resources to its obligations hereunder (including, without limitation, those resulting from the implementation or application of or compliance with for the Basel II Accord account of a Lender, or the Basel III Accord loans by a Lender, or any Basel II Regulation other acquisition of funds for loans by a Lender or commitments by a Lender to fund loans or obligations of a Lender in respect of bankers' acceptances accepted by such Lender or letters of credit or letters of guarantee issued by such Lender; or
(c) imposes on a Lender any other condition with respect to this Agreement; and the Basel III Accord or any Basel III Regulation or any subsequent accordresult of (a), approach or regulation thereto) (collectively, “Capital Adequacy Law”b) or compliance by (c) is, in the sole determination of such Lender with any such Capital Adequacy Lawacting reasonably and in good faith, is to:
(a) to increase the cost toto such Lender or to reduce the income receivable by such Lender in respect of a Borrowing, such Lender shall promptly notify the Agent. Notwithstanding anything herein to the contrary, (i) the ▇▇▇▇ ▇▇▇▇▇ Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or impose an additional cost ondirectives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Lender Basel Committee on Banking Supervision (or its holding company any successor or similar authority) or the United States, Canadian or other regulatory authorities, in making or keeping each case pursuant to Basel III ((i) and (ii) being, the Commitment available or maintaining or funding all or part "New Rules"), shall in each case be deemed to be a "change in law" for the purposes of this Section 11.2, regardless of the Loan; and/or
date enacted, adopted or issued, in each case (bi) subject to the Lender extent materially different from that in effect on the date hereof and (ii) to Taxes or change the basis of Taxation extent that such New Rules have general application to substantially all of the Lender with respect to any payment under any of the Finance Documents (other than Taxes or Taxation on the overall net income, profits or gains of the Lender imposed in banks within the jurisdiction in which its principal or lending office under this Agreement is located); and/or
(c) reduce the amount payable or the effective return to the such Lender under any of the Finance Documents; and/or
(d) reduce the Lender’s or its holding company rate of return on its overall capital by reason of a change in the manner in which it is required to allocate capital resources to the Lender’s obligations under any of the Finance Document; and/or
(e) require the Lender or its holding company to make a payment or forgo a return on or calculated by references to any amount received or receivable by it under any of the Finance Documents is required; and/or
(f) require the Lender or its holding company to incur or sustain a loss (including a loss of future potential profits) by reason of being obliged to deduct all or part of the Commitment or the Loan from its capital for regulatory purposes, then and in each case (subject to Clause 12.5 (Exception)):
(i) the Lender operates. The Agent shall promptly notify the Borrower in writing and the Borrower shall pay to the Agent for the benefit of such event promptly upon its becoming aware Lender from time to time that amount which compensates such Lender for such additional cost or reduction in income from time to time ("Additional Compensation") on the next Libor Interest Date in the case of a Libor Loan, on the next date of issuance of any Bankers' Acceptances or Letters of Credit or on the next Interest Date in any other case (and each successive Libor Interest Date, date of issuance or Interest Date, if applicable), provided that the Borrower shall not be obligated to pay any such Additional Compensation unless such Lender is generally claiming similar compensation from other customers in similar circumstances, and the Borrower shall not be obligated to pay any portion of such Additional Compensation accruing under this Section 11.2 for any period prior to the date which is three (3) months prior to the date on which the Agent, on behalf of such Lender, gives notice to the Borrower that such Additional Compensation is so accruing, provided that, if the circumstances giving rise to such claim have a retroactive effect, then such three (3) month period shall be extended to involve the period of such retroactive effect. A photocopy of the relevant law, regulation, treaty, official directive or regulatory requirement (or, if it is impracticable to provide a photocopy, a written summary of the same; and
) and a certificate by a duly authorized officer of such Lender (iiprepared in good faith) setting forth the amount of the Additional Compensation and the basis for it must be submitted by the Agent to the Borrower and is prima facie evidence of the amount of the Additional Compensation. If the Agent notifies the Borrower that Additional Compensation is owed, the Borrower shall on demand pay such Additional Compensation to the Agent for the account of such Lender and the amount which Borrower shall have the right, upon written irrevocable prior notice of at least three (3) Business Days to the Agent to make payment in full to the Agent for the account of such Lender specifies (in a certificate respect of the applicable Borrowing on the date specified in such notice together with accrued but unpaid interest and supporting documents setting forth and evidencing the fees in respect of such Borrowing or to convert such Borrowing into another basis of the computation of such amount but not including any matters which the Lender or its holding company regards as confidential) is required to compensate the Lender and/or (as the case may be) its holding company for such liability to Taxes, cost, reduction, payment, foregone return or loss whatsoever. For the purposes of Borrowing available under this Clause 12 “holding company” means the company or entity (if any) within the consolidated supervision of which the Lender is includedAgreement.
Appears in 1 contract
Increased Cost. If the result of (a) any change in, or in the interpretation, implementation interpretation or application of, or the introduction of, any law or any regulation regulation, directive, request or requirement (whether or not having the force of law, but, if not having the force of law, with which the Lender Bank or, as the case may be, its holding company habitually complies) by any governmental authority in any country the laws or regulations of which are applicable on the Bank or (b) compliance by the Bank with any request from or requirement of any central bank (including the European Central Bank) or other applicable fiscal or monetary authority (whether or not having the force of law, but, if not having the force of law, with which the Bank or, as the case may be, its holding company habitually complies), including (without limitation) those relating to Taxation, stock or capital adequacy, liquidity, reserve assets, cash ratio deposits and special deposits or other banking or monetary controls or requirements which affect affects the manner in which the Lender Bank allocates capital resources to its obligations hereunder and the other Security Documents and those (including, without limitationbut not limited to, those resulting from “Basle II”) which shall replace, amend and/or supplement the implementation or application provisions set out in the statement (as in effect as of or compliance with the Basel II Accord or date of this Agreement) of the Basel III Accord Basle I committee on banking supervision dated July 1988 and entitled “international convergence of capital measurement and capital structures” or any Basel II Regulation amendatory or the Basel III Accord or any Basel III Regulation or any subsequent accord, approach or regulation thereto) (collectively, “Capital Adequacy Law”) or compliance by the Lender with any such Capital Adequacy Lawsubstitute agreement thereof, is to:
(a) increase the cost to, or impose an additional cost on, the Lender or its holding company in making or keeping the Commitment available or maintaining or funding all or part of the Loan; and/or
(b) subject the Lender Bank to Taxes or change the basis of Taxation of the Lender Bank with respect to any payment under any of the Finance Security Documents (other than Taxes or Taxation on the overall net income, profits or gains of the Lender Bank imposed in the jurisdiction in which its principal or lending office under this Agreement is located); and/or
(b) increase the cost to, or impose an additional cost on, the Bank or its holding company in making or keeping available the Commitment or maintaining or funding the Loan; and/or
(c) reduce the amount payable or the effective return to the Lender Bank under any of the Finance Security Documents; and/or
(d) reduce the LenderBank’s or its holding company company’s rate of return on its overall capital by reason of a change in the manner in which it is required to allocate capital resources to the LenderBank’s obligations under any of the Finance DocumentSecurity Documents; and/or
(ea) require the Lender Bank or its holding company to make a payment or forgo a return on or calculated by references reference to any amount received or receivable by it the Bank under any of the Finance Documents is requiredSecurity Documents; and/or
(fe) require the Lender or its holding company Bank to incur or sustain a loss (including a any loss of future potential profits) by reason of being obliged to deduct all or part of the Commitment or the Loan from its capital for regulatory purposes, then and in each case (subject to Clause 12.5 (Exception)):
(i) the Lender shall notify the Borrower in writing of such event promptly upon its becoming aware of the same; and
(ii12.6) the Borrower shall on demand pay to the Lender Bank, from time to time, upon demand, such additional moneys as shall indemnify the amount which the Lender specifies (in a certificate and supporting documents setting forth and evidencing the basis of the computation of such amount but not including Bank for any matters which the Lender increased or its holding company regards as confidential) is required to compensate the Lender and/or (as the case may be) its holding company for such liability to Taxes, additional cost, reduction, payment, foregone return or loss whatsoever. For the purposes of this Clause 12 “holding company” means the company or entity (if any) within the consolidated supervision of which the Lender is included.
Appears in 1 contract
Increased Cost. If the If, as a result of (a) any change in, in or in the interpretationinterpretation of any law, implementation regulation or application of, or the introduction of, any law or any regulation official directive (whether or not having the force of law, law but, if not having the force of law, with which the Lender or, as the case may be, its holding company Bank habitually complies), by any governmental authority in any country the laws or regulations of which are applicable on the Bank, or (b) compliance by the Bank with any request from any applicable fiscal or monetary authority (whether or not having the force of law but, if not having the force of law, with which the Bank habitually complies) or (c) any other set of circumstances affecting the Bank including (without limitation) those relating to Taxation, stock or capital adequacy, any type of liquidity, reserve assets, cash ratio deposits and special deposits or other banking or monetary controls or requirements (except to the extent included in the Mandatory Cost) which affect affects the manner in which the Lender Bank allocates capital resources to its obligations hereunder (including (without limitation) those resulting from the implementation of or compliance with any amendment of the “International Convergence of Capital Measurement and Capital Standards, a Revised Framework” published by the Basle Committee on Banking Supervision (July 1988, as amended) or any amendatory or substitute agreement thereof including, without limitation, those resulting from the implementation or application of or compliance with the Basel II proposed new Basle Capital Accord or the Basel III Accord (Basle II) or any Basel II Regulation or the Basel III Accord or any Basel III Regulation or any subsequent accord, approach law or regulation thereto) (collectively, “Capital Adequacy Law”) or compliance by the Lender with any such Capital Adequacy Law, is to:which implements Basle II):
(a) increase the cost to, or impose an additional cost on, to the Lender or its holding company in Bank of making or keeping the Commitment available or any part thereof or maintaining or funding all the Loan is increased or part of an additional cost on the LoanBank is imposed; and/or
(b) subject the Lender Bank to Taxes or change the basis of Taxation of the Lender with respect to any payment under any of the Finance Documents (other than Taxes or Taxation on the overall net income, profits or gains income of the Lender imposed Bank) in respect of any payments to the jurisdiction in which its principal or lending office Bank under this Agreement or any of the other Security Documents is located)changed; and/or
(c) reduce the amount payable or the effective return to the Lender Bank under any of the Finance DocumentsSecurity Documents is reduced; and/or
(d) reduce the LenderBank’s or its holding company rate of return on its overall capital by reason of a change in the manner in which it is required to allocate capital resources to the LenderBank’s obligations under any of the Finance DocumentSecurity Document is reduced; and/or
(e) require the Lender or its holding company Bank to make a payment or forgo a return on or calculated by references to any amount received or receivable by it under any of the Finance Security Documents is required; and/or
(f) require the Lender or its holding company Bank to incur or sustain a loss (including a loss of future potential profits) by reason of being obliged to deduct all or part of the Commitment or the Loan from its capital for regulatory purposes, then and in each case (subject to Clause 12.5 (Exception)):
(i) the Lender Borrowers shall notify the Borrower in writing of such event promptly upon its becoming aware of the same; and
(ii) the Borrower shall on demand pay to the Lender Bank, from time to time, upon demand, such additional moneys as shall indemnify the amount which the Lender specifies (in a certificate and supporting documents setting forth and evidencing the basis of the computation of such amount but not including Bank for any matters which the Lender increased or its holding company regards as confidential) is required to compensate the Lender and/or (as the case may be) its holding company for such liability to Taxes, additional cost, reduction, payment, foregone return or loss whatsoever. For the purposes of this Clause 12 “holding company” means the company or entity (if any) within the consolidated supervision of which the Lender is included.
Appears in 1 contract
Sources: Loan Agreement (Costamare Inc.)
Increased Cost. If the result of any change in, or in the interpretation, implementation interpretation or application of, or the introduction of, any law or any regulation regulation, directive, request or requirement (whether or not having the force of law, but, if not having the force of law, with which the Lender Bank or, as the case may be, its holding company habitually complies), including (without limitation) those relating to Taxation, capital adequacy, any type of liquidity, reserve assets, cash ratio deposits and special deposits deposits, or other banking or monetary controls or requirements which affect the manner in which the Lender Bank allocates capital resources to its obligations hereunder (including, without limitation, those resulting from the implementation or application of or compliance with any amendment of the Basel II Accord or “International Convergence of Capital Measurement and Capital Standards, a Revised Framework” published by the Basel III Accord Basle Committee on Banking Supervision in June 2004 as implemented in the European Union by the Capital Requirements Directive (2006/48/EC and 2006/49/EC) or any Basel II Regulation amendatory or substitute agreement in respect thereof including, without limitation, the Basel III proposed new Basle Capital Accord or any Basel III Regulation or any subsequent accord, approach or regulation thereto) (collectively, “Capital Adequacy LawBasle III”) or compliance by the Lender with any such Capital Adequacy Law, other law or regulation which implements Basel II) is to:
(a) increase the cost to, or impose an additional cost on, the Lender or its holding company in making or keeping the Commitment available or maintaining or funding all or part of the Loan; and/or
(b) subject the Lender Bank to Taxes or change the basis of Taxation of the Lender Bank with respect to any payment under any of the Finance Security Documents (other than Taxes or Taxation on the overall net income, profits or gains of the Lender Bank imposed in the jurisdiction in which its principal or lending office under this Agreement is located); and/or
(b) increase the cost to, or impose an additional cost on, the Bank or its holding company in making or keeping available the Commitment or maintaining or funding the Loan; and/or
(c) reduce the amount payable or the effective return to the Lender Bank under any of the Finance Security Documents; and/or
(d) reduce the LenderBank’s or its holding company company’s rate of return on its overall capital by reason of a change in the manner in which it is required to allocate capital resources to the LenderBank’s obligations under any of the Finance DocumentSecurity Documents; and/or
(ea) require the Lender Bank or its holding company to make a payment or forgo a return on or calculated by references reference to any amount received or receivable by it the Bank under any of the Finance Documents is requiredSecurity Documents; and/or
(fe) require the Lender or its holding company Bank to incur or sustain a loss (including a any loss of future potential profits) by reason of being obliged to deduct all or part of the Commitment or the Loan from its capital for regulatory purposes, then and in each case (subject to Clause 12.5 (Exception)):
(i) the Lender shall notify the Borrower in writing of such event promptly upon its becoming aware of the same; and
(ii12.6) the Borrower shall on demand pay to the Lender Bank, from time to time, upon demand, such additional moneys as shall indemnify the amount which the Lender specifies (in a certificate and supporting documents setting forth and evidencing the basis of the computation of such amount but not including Bank for any matters which the Lender increased or its holding company regards as confidential) is required to compensate the Lender and/or (as the case may be) its holding company for such liability to Taxes, additional cost, reduction, payment, foregone return or loss whatsoever. For the purposes of this Clause 12 “holding company” means the company or entity (if any) within the consolidated supervision of which the Lender is included.
Appears in 1 contract
Increased Cost. If the If, as a result of (a) any change in, in or in the interpretationinterpretation of any law, implementation regulation or application of, or the introduction of, any law or any regulation official directive (whether or not having the force of law, law but, if not having the force of law, with which the Lender or, as the case may be, its holding company Bank habitually complies), ) - including (without limitation) those relating to Taxation, capital adequacy, liquidity, reserve assets, cash ratio deposits and special deposits or other banking or monetary controls or requirements which affect the manner in which the Lender allocates capital resources to its obligations hereunder (including, without limitation, those resulting from the implementation or application of or compliance with any amendment of the Basel II Accord or the Basel III Accord "1988 Basle convergence agreement" or any Basel II Regulation amendatory or substitute agreement thereof- by any governmental authority in any country the Basel III Accord laws or any Basel III Regulation regulations of which are applicable on the Bank, or any subsequent accord, approach or regulation thereto(b) (collectively, “Capital Adequacy Law”) or compliance by the Lender Bank with any such Capital Adequacy Lawrequest from any applicable fiscal or monetary authority (whether or not having the force of law but, is toif not having the force of law, with which the Bank habitually complies) or (c) any other set of circumstances affecting the Bank:
(a) increase the cost to, or impose an additional cost on, to the Lender or its holding company in Bank of making or keeping the Commitment available or any part thereof or maintaining or funding all the Loan is increased or part of an additional cost on the LoanBank is imposed; and/or
(b) subject the Lender Bank to Taxes or change the basis of Taxation of the Lender with respect to any payment under any of the Finance Documents (other than Taxes or Taxation on the overall net income, profits or gains income of the Lender imposed Bank) in respect of any payments to the jurisdiction in which its principal or lending office Bank under this Agreement or any of the other Security Documents is located)changed; and/or
(c) reduce the amount payable or the effective return to the Lender Bank under any of the Finance DocumentsSecurity Documents is reduced; and/or
(d) reduce the Lender’s or its holding company Bank's rate of return on its overall capital by reason of a change in the manner in which it is required to allocate capital resources to the Lender’s Bank's obligations under any of the Finance DocumentSecurity Document is reduced; and/or
(e) require the Lender or its holding company Bank to make a payment or forgo a return on or calculated by references to any amount received or receivable by it under any of the Finance Security Documents is required; and/or
(f) require the Lender or its holding company Bank to incur or sustain a loss (including a loss of future potential profits) by reason of being obliged to deduct all or part of the Commitment or the Loan from its capital for regulatory purposes, then and in each case (subject to Clause 12.5 (Exception)):
(i) the Lender shall notify the Borrower in writing of such event promptly upon its becoming aware of the same; and
(ii12.6) the Borrower shall on demand pay to the Lender Bank, from time to time, upon demand, such additional moneys as shall indemnify the amount which the Lender specifies (in a certificate and supporting documents setting forth and evidencing the basis of the computation of such amount but not including Bank for any matters which the Lender increased or its holding company regards as confidential) is required to compensate the Lender and/or (as the case may be) its holding company for such liability to Taxes, additional cost, reduction, payment, foregone return or loss whatsoever. For the purposes of this Clause 12 “holding company” means the company or entity (if any) within the consolidated supervision of which the Lender is included.
Appears in 1 contract
Sources: Loan Agreement (Top Ships Inc.)
Increased Cost. If (a) If, after the result of Closing Date, the adoption or taking effect of, or any change in, any Applicable Law, rule, regulation or treaty, or any change in the interpretationinterpretation or administration of any Applicable Law, implementation rule, regulation or application oftreaty by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the introduction ofLender with any request, any law rule, guideline or any regulation directive (whether or not having the force of law) of any such authority, butcentral bank or comparable agency: (i) shall impose, if modify or deem applicable any reserve (including any reserve imposed by the FRB), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by the Lender; (ii) subject the Lender or the Agent to any Taxes (other than Taxes indemnified pursuant to Section 3.1); or (iii) shall impose on the Lender any other condition affecting its Loan, its Note or its obligation to make the Loan; and the result of anything described in clauses (i) through (iii) above is to increase the cost to (or to impose a cost on) such Lender of making or maintaining its Loan, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect thereto, then, upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to the Agent), the Borrower shall pay directly to the Lender such additional amount as will compensate the Lender for such increased cost or such reduction.
(b) If the Lender shall reasonably determine that any change in, or the adoption or phase-in of, any Applicable Law, rule or regulation regarding capital adequacy, 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 the compliance by the Lender or any Person controlling the Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, with central bank or comparable agency, has or would have the effect of reducing the rate of return on the Lender's or such controlling Person's capital as a consequence of such Lender's Commitments hereunder to a level below that which the Lender oror such controlling Person could have achieved but for such change, as adoption, phase-in or compliance (taking into consideration the case may be, its holding company habitually complies), including (without limitation) those relating Lender's or such controlling Person's policies with respect to Taxation, capital adequacy, liquidity, reserve assets, cash ratio deposits and special deposits or other banking or monetary controls or requirements which affect the manner in which the Lender allocates capital resources to its obligations hereunder (including, without limitation, those resulting from the implementation or application of or compliance with the Basel II Accord or the Basel III Accord or any Basel II Regulation or the Basel III Accord or any Basel III Regulation or any subsequent accord, approach or regulation thereto) (collectively, “Capital Adequacy Law”) or compliance by an amount deemed by the Lender with any or such Capital Adequacy Lawcontrolling Person to be material, is to:
then from time to time, upon demand by the Lender (a) increase which demand shall be accompanied by a statement setting forth the cost tobasis for such demand and a calculation of the amount thereof in reasonable detail, or impose an a copy of which shall be furnished to the Agent), the Borrower shall pay to the Lender such additional cost on, amount as will compensate the Lender or its holding company in making or keeping the Commitment available or maintaining or funding all or part of the Loan; and/or
(b) subject the Lender to Taxes or change the basis of Taxation of the Lender with respect to any payment under any of the Finance Documents (other than Taxes or Taxation on the overall net income, profits or gains of the Lender imposed in the jurisdiction in which its principal or lending office under this Agreement is located); and/orsuch controlling Person for such reduction.
(c) reduce the amount payable or the effective return Notwithstanding anything herein to the Lender under contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any of the Finance Documents; and/or
(dsuccessor or similar authority) reduce the Lender’s or its holding company rate of return on its overall capital by reason of a change in the manner in which it is required to allocate capital resources to the Lender’s obligations under any of the Finance Document; and/or
(e) require the Lender United States or its holding company to make a payment or forgo a return on or calculated by references to any amount received or receivable by it under any of the Finance Documents is required; and/or
(f) require the Lender or its holding company to incur or sustain a loss (including a loss of future potential profits) by reason of being obliged to deduct all or part of the Commitment or the Loan from its capital for foreign regulatory purposesauthorities, then and in each case (subject pursuant to Clause 12.5 (Exception)):
(i) the Lender shall notify the Borrower in writing of such event promptly upon its becoming aware of the same; and
Basel III, and (ii) the Borrower ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall on demand pay in each case be deemed to the Lender the amount which the Lender specifies (be a change in a certificate and supporting documents setting forth and evidencing the basis law, regardless of the computation of such amount but not including any matters which the Lender date enacted, adopted, issued or its holding company regards as confidential) is required to compensate the Lender and/or (as the case may be) its holding company for such liability to Taxes, cost, reduction, payment, foregone return or loss whatsoever. For the purposes of this Clause 12 “holding company” means the company or entity (if any) within the consolidated supervision of which the Lender is includedimplemented.
Appears in 1 contract
Increased Cost. If the result of any change in, or in the interpretation, implementation or application of, or the introduction of, any law or any regulation (whether or not having the force of law, but, if not having the force of law, with which the Lender or, as the case may be, its holding company habitually complies), including (without limitation) those relating to Taxation, capital adequacy, liquidity, reserve assets, cash ratio deposits and special deposits or other banking or monetary controls or requirements which affect the manner in which the Lender allocates capital resources to its obligations hereunder (including, without limitation, those resulting from the implementation or application of or compliance with the Basel II Accord or the Basel III Accord or any Basel II Regulation or the Basel III Accord or any Basel III Regulation or any subsequent accord, approach or regulation thereto) (collectively, “Capital Adequacy Law”) or compliance by the Lender with any such Capital Adequacy LawLaw or , is to:
(a) increase the cost to, or impose an additional cost on, the Lender or its holding company in making or keeping the Commitment available or maintaining or funding all or part of the Loan; and/or
(b) subject the Lender to Taxes or change the basis of Taxation of the Lender with respect to any payment under any of the Finance Documents (other than Taxes or Taxation on the overall net income, profits or gains of the Lender imposed in the jurisdiction in which its principal or lending office under this Agreement is located); and/or
(c) reduce the amount payable or the effective return to the Lender under any of the Finance Documents; and/or
(d) reduce the Lender’s or its holding company rate of return on its overall capital by reason of a change in the manner in which it is required to allocate capital resources to the Lender’s obligations under any of the Finance Document; and/or
(e) require the Lender or its holding company to make a payment or forgo a return on or calculated by references to any amount received or receivable by it under any of the Finance Documents is required; and/or
(f) require the Lender or its holding company to incur or sustain a loss (including a loss of future potential profits) by reason of being obliged to deduct all or part of the Commitment or the Loan from its capital for regulatory purposes, then and in each case (subject to Clause 12.5 (Exception)):
(i) the Lender shall notify the Borrower Borrowers in writing of such event promptly upon its becoming aware of the same; and
(ii) the Borrower Borrowers shall on demand pay to the Lender the amount which the Lender specifies (in a certificate and supporting documents setting forth and evidencing the basis of the computation of such amount but not including any matters which the Lender or its holding company regards as confidential) is required to compensate the Lender and/or (as the case may be) its holding company for such liability to Taxes, cost, reduction, payment, foregone return or loss whatsoever. For the purposes of this Clause 12 “holding company” means the company or entity (if any) within the consolidated supervision of which the Lender is included.
Appears in 1 contract
Sources: Loan Agreement (Pyxis Tankers Inc.)