Increased Costs Sample Clauses

Increased Costs. (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority including, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, continuing, converting to, funding or maintaining Eurodollar Rate Advances (excluding for purposes of this Section 2.11(a) and Section 2.11(b) any such increased costs resulting from (i) Taxes or taxes described in clauses (w) (z) of the definition of Taxes, imposed on or with respect to any payment made by or on behalf of the Borrower, or Other Taxes (as to which Section 2.14 shall govern) and (ii) Other Connection Taxes that are imposed on or measured by overall net income, or that are franchise taxes or branch profits taxes), then the Borrower shall, from time to time, upon demand by such Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lenders commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender (with a copy of such demand to the Agent), the Borrower shall pay to the Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital or liquidity to be allocable to the existence of such Lenders commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower and the Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. For the avoidance of doubt, this Section 2.11(b) shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or implemented.
Increased Costs. (a) If, after the date hereof, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority including, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, continuing, converting to, funding or maintaining Eurodollar Rate Advances or CAF Eurodollar Rate Advances (excluding for purposes of this Section 2.11(a) and Section 2.11(b) 2.14 any such increased costs resulting from (iA) Taxes or taxes described in clauses (w) (z) of the definition of Taxes, imposed on or with respect to any payment made by or on behalf of the Borrower, or Other Taxes (as to which Section 2.14 2.17 shall govern), (B) net income taxes and franchise taxes imposed on such Lender as a result of a present or former connection between the jurisdiction of the government or taxing authority imposing such tax and such Lender other than a connection arising solely from such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or the Advances and (iiC) Other Connection Taxes that are imposed changes in the rate of tax on or measured by the overall net income, or that are franchise taxes or branch profits taxesincome of such Lender), then the Borrower shall, shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such actual increased cost cost; provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower and the Administrative Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender determines in good faith that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lenders commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender (with a copy of such demand to the Agent), the Borrower shall pay to the Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital or liquidity to be allocable to the existence of such Lenders commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower and the Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. For the avoidance of doubt, this Section 2.11(b) shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or implemented.any
Increased Costs. (a) IfIf after the date hereof, due to either (i) the introduction adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation of or administration thereof by any law or regulation or (ii) the compliance with any guideline or request from any Governmental Authority, central bank or other governmental authority includingcomparable agency charged with the interpretation or administration thereof, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), there shall be any increase in the cost to compliance by any Lender of agreeing to make (or making, continuing, converting to, funding or maintaining Eurodollar Rate Advances (excluding for purposes of this Section 2.11(a) and Section 2.11(b) any such increased costs resulting from (i) Taxes or taxes described in clauses (w) (z) of the definition of Taxes, imposed on or with respect to any payment made by or on behalf of the Borrower, or Other Taxes (as to which Section 2.14 shall govern) and (ii) Other Connection Taxes that are imposed on or measured by overall net income, or that are franchise taxes or branch profits taxes), then the Borrower shall, from time to time, upon demand by such Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (bOffice) If any Lender determines that compliance with any law request or regulation or any guideline or request from any central bank or other governmental authority directive (whether or not having the force of law) affects of any such authority, central bank or would affect comparable agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, insurance assessment or similar requirement against Letters of Credit issued or participated in by, assets of, deposits with or for the account of or credit extended by, any Lender (or its Applicable Lending Office) or shall impose on any Lender (or its Applicable Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition affecting its Euro-Dollar Loans, its Notes, its obligation to make Euro-Dollar Loans or its obligations hereunder in respect of Letters of Credit, and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan, or of issuing or participating in any Letter of Credit, or to reduce the amount of capital any sum received or liquidity required or expected to be maintained receivable by such Lender (or any corporation its Applicable Lending Office) under this Agreement or other entity controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lenders commitment to lend hereunder and other commitments of this typeunder its Notes with respect thereto, then, upon within fifteen (15) days after demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Agent for the account of such LenderLender such additional amount or amounts, from time to time as specified determined by such LenderLender in good faith, additional amounts sufficient to as will compensate such Lender for such increased cost or such corporation in the light of such circumstancesreduction, solely to the extent that any such additional amounts were incurred by the Lender reasonably determines such increase in capital or liquidity to be allocable to the existence within ninety (90) days of such Lenders commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower and the Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. For the avoidance of doubt, this Section 2.11(b) shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or implementeddemand.
Increased Costs. (a) If, due to either If any Change in Law shall (i) impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for the introduction of account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate) or any change in or in the interpretation of any law or regulation or Issuing Bank; (ii) impose on any Lender or the compliance with Issuing Bank or the London interbank market any guideline other condition, cost or request from expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any central bank Letter of Credit or participation therein; or (iii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other governmental authority includingobligations, without limitationor its deposits, reserves, other liabilities or capital attributable thereto; and the result of any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), there foregoing shall be any to increase in the cost to any such Lender or such other Recipient of agreeing to make or making, continuing, converting to, funding or maintaining any Eurodollar Rate Advances Loan (excluding for purposes or of this Section 2.11(a) and Section 2.11(b) maintaining its obligation to make any such increased costs resulting from Loan) or to increase the cost to such Lender, such Issuing Bank or such other Recipient of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender, such Issuing Bank or such other Recipient hereunder (iwhether of principal, interest or otherwise) Taxes or taxes described in clauses (w) (z) of the definition of Taxes, imposed on or with respect to any payment made by or on behalf of the Borrower, or Other Taxes (as to which Section 2.14 shall govern) and (ii) Other Connection Taxes that are imposed on or measured an amount deemed material by overall net income, or that are franchise taxes or branch profits taxes)such Lender, then the Borrower shall, from time to time, upon demand by such Lender (with a copy of such demand to the Agent), will pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate Issuing Bank or such other Recipient, as to the case may be, such additional amount of such increased cost, submitted to the Borrower and the Agent by or amounts as will compensate such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lenders commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender (with a copy of such demand to the Agent), the Borrower shall pay to the Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender Issuing Bank or such corporation in other Recipient, as the light of case may be, for such circumstances, to the extent that such Lender reasonably determines such increase in capital additional costs incurred or liquidity to be allocable to the existence of such Lenders commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower and the Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. For the avoidance of doubt, this Section 2.11(b) shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or implementedreduction suffered.
Increased Costs. (a) If, due The Borrower shall pay to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority including, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, continuing, converting to, funding or maintaining Eurodollar Rate Advances (excluding for purposes of this Section 2.11(a) and Section 2.11(b) any such increased costs resulting from (i) Taxes or taxes described in clauses (w) (z) of the definition of Taxes, imposed on or with respect to any payment made by or on behalf of the Borrower, or Other Taxes (as to which Section 2.14 shall govern) and (ii) Other Connection Taxes that are imposed on or measured by overall net income, or that are franchise taxes or branch profits taxes), then the Borrower shall, Liquidity Provider from time to timetime such amounts as may be necessary to compensate the Liquidity Provider for any increased costs incurred by the Liquidity Provider which are attributable to its making or maintaining any Advances hereunder or its obligation to make any such Advances hereunder, upon demand or any reduction in any amount receivable by the Liquidity Provider under this Agreement or the Intercreditor Agreement in respect of any such Lender Advances or such obligation (with a copy of such demand to the Agentincreases in costs and reductions in amounts receivable being herein called Additional Costs), pay to resulting from any change after the Agent for the account date of such Lender additional amounts sufficient to compensate such Lender for such increased cost providedthis Agreement in U.S. federal, howeverstate, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need formunicipal, or reduce foreign laws or regulations (including Regulation D of the amount ofBoard of Governors of the Federal Reserve System), such increased cost and would notor the adoption or making after the date of this Agreement of any interpretations, in directives, or requirements applying to a class of banks including the reasonable judgment of such LenderLiquidity Provider under any U.S. federal, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased coststate, submitted to the Borrower and the Agent by such Lendermunicipal, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender determines that compliance with any law or regulation or any guideline foreign laws or request from any central bank or other governmental authority regulations (whether or not having the force of law) affects by any court, central bank or would affect monetary authority charged with the amount interpretation or administration thereof (a Regulatory Change), which: (1) changes the basis of capital taxation of any amounts payable to the Liquidity Provider under this Agreement in respect of any such Advances or liquidity required such obligation (other than Excluded Taxes); or expected (2) imposes or modifies any reserve, special deposit, compulsory loan or similar requirements relating to be maintained by such Lender any extensions of credit or other assets of, or any corporation or deposits with other entity controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lenders commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender (with a copy of such demand to the Agent)liabilities of, the Borrower shall pay to the Agent for the account of Liquidity Provider (including any such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender Advances or such corporation obligation or any deposits referred to in the light definition of such circumstances, to the extent that such Lender reasonably determines such increase in capital LIBOR Rate or liquidity to be allocable to the existence of such Lenders commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower and the Agent by such Lender shall be conclusive and binding for all purposes, absent manifest errorrelated definitions). For the avoidance of doubt, this Section 2.11(b) shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with any Regulatory Changes based on the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the consultative papers of The Basel Committee on Banking Regulations Supervision of December 2009 entitled Strengthening the resilience of the banking sector and Supervisory Practices International framework for liquidity risk measurement, standards and monitoring, in each case together with any amendments thereto (collectively, Basel III), will not be treated, for purposes of determining whether the Liquidity Provider is entitled to compensation under this Section 3.01, as having been adopted or having come into effect before the date hereof, and any successor or similar authority) or such Regulatory Changes based on Basel III shall be determined to be adopted only when the United States financial regulatory national banking supervisory authorities, regardless of the date adopted, issued, promulgated or implemented.other relevant administrative or legislative bodies having primary
Increased Costs. (a) IfIf at any time after the Closing Date, due to either (i) the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation of or administration thereof by any law or regulation or (ii) the compliance with any guideline or request from any Governmental Authority, central bank or other governmental authority includingcomparable agency charged with the interpretation or administration thereof, without limitationor compliance by any Issuing Lender or any Participant with any request or directive by any such Governmental Authority, any central bank or comparable agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, continuing, converting to, funding or maintaining Eurodollar Rate Advances (excluding for purposes of this Section 2.11(a) and Section 2.11(b) any such increased costs resulting from either (i) impose, modify or make applicable any reserve, deposit, capital adequacy, liquidity or similar requirement against letters of credit issued by any Issuing Lender or participated in by any Participant, (ii) impose on any Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit, or (iii) subject any Issuing Lender or Participant to any Taxes or taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (wb) through (zd) of the definition of Excluded Taxes and (C) Connection Income Taxes) on any Letter of Credit, imposed on or with respect and the result of any of the foregoing is to increase the cost to any payment made by or on behalf of the BorrowerIssuing Lender, any Agent, or Other Taxes (as to which Section 2.14 shall govern) and (ii) Other Connection Taxes that are imposed on any Participant of issuing, maintaining or measured by overall net income, or that are franchise taxes or branch profits taxes), then the Borrower shall, from time to time, upon demand by such Lender (with a copy participating in any Letter of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need forCredit, or reduce the amount ofof any sum received or receivable by any Issuing Lender or any Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit, then within fifteen (15) Business Days after receipt of the certificate referred to below by Borrower from any Issuing Lender, any Agent, or any Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), the Borrower, subject to the provisions of Section 2.11(b) (to the extent applicable), agrees to pay to such Issuing Lender, such Agent, or such Participant such additional amount or amounts as will compensate such Issuing Lender, such Agent, or such Participant for such increased cost and would not, or reduction in the reasonable judgment amount receivable or reduction on the rate of return on its capital on such liquidity requirements. In determining such additional amounts, each Issuing Lender, Agent or Participant, as the case may be, will act reasonably and in good faith and will use averaging and attribution methods which are reasonable and customary; provided that such Issuing Lenders, Agents or Participants determination of compensation owing under this Section 3.06 shall, absent manifest error, be otherwise disadvantageous final and conclusive and binding on all the parties hereto. Each Issuing Lender, Agent or Participant, upon determining that any additional amounts will be payable pursuant to such Lender. A certificate as this Section 3.06, will give prompt written notice thereof to the amount of such increased costBorrower, which notice shall include a certificate submitted to the Borrower and the Agent by such Issuing Lender, shall be conclusive and binding for all purposes, absent manifest error. Agent or Participant (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lenders commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender (with a copy of which certificate shall be sent by such demand Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the Borrower shall pay to the Agent basis for the account calculation of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital or liquidity to be allocable to the existence of such Lenders commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower and the Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. For the avoidance of doubt, this Section 2.11(b) shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or implementedamounts.
Increased Costs. (a) IfIf at any time after the Closing Date, due to either (i) the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation of or administration thereof by the NAIC or any law or regulation or (ii) the compliance with any guideline or request from any Governmental Authority, central bank or other governmental authority includingcomparable agency charged with the interpretation or administration thereof, without limitationor compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority, any central bank or comparable agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, continuing, converting to, funding or maintaining Eurodollar Rate Advances (excluding for purposes of this Section 2.11(a) and Section 2.11(b) any such increased costs resulting from either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender or participated in by any Participant, (ii) impose on any Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit, or (iii) subject any Issuing Bank or Participant to any Taxes or taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (wb) (zthrough d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on any Letter of Credit, imposed on or with respect and the result of any of the foregoing is to increase the cost to any payment made by or on behalf of the BorrowerIssuing Lender, any Agent, or Other Taxes (as to which Section 2.14 shall govern) and (ii) Other Connection Taxes that are imposed on any Participant of issuing, maintaining or measured by overall net income, or that are franchise taxes or branch profits taxes), then the Borrower shall, from time to time, upon demand by such Lender (with a copy participating in any Letter of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need forCredit, or reduce the amount ofof any sum received or receivable by any Issuing Lender or any Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit, then within fifteen (15) Business Days after receipt of the certificate referred to below by Borrower from any Issuing Lender, any Agent, or any Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), the Borrower, subject to the provisions of Section 2.11(b) (to the extent applicable), agrees to pay to such Issuing Lender, such Agent, or such Participant such additional amount or amounts as will compensate such Issuing Lender, such Agent, or such Participant for such increased cost and would not, or reduction in the reasonable judgment amount receivable or reduction on the rate of return on its capital. In determining such additional amounts, each Issuing Lender, Agent or Participant, as the case may be, will act reasonably and in good faith and will use averaging and attribution methods which are reasonable and customary; provided that such Issuing Lenders, Agents or Participants determination of compensation owing under this Section 3.06 shall, absent manifest error, be otherwise disadvantageous final and conclusive and binding on all the parties hereto. Each Issuing Lender, Agent or Participant, upon determining that any additional amounts will be payable pursuant to such Lender. A certificate as this Section 3.06, will give prompt written notice thereof to the amount of such increased costBorrower, which notice shall include a certificate submitted to the Borrower and the Agent by such Issuing Lender, shall be conclusive and binding for all purposes, absent manifest error. Agent or Participant (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lenders commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender (with a copy of which certificate shall be sent by such demand Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the Borrower shall pay to the Agent basis for the account calculation of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital or liquidity to be allocable to the existence of such Lenders commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower and the Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. For the avoidance of doubt, this Section 2.11(b) shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or implementedamounts.
Increased Costs. (a) IfIf the adoption of, due to either (i) the introduction of or any change in in, any Requirements of Law or in the interpretation of or application thereof by any law Governmental Authority, or regulation or (ii) the compliance by Buyer with any guideline request or request from any central bank or other governmental authority including, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, continuing, converting to, funding or maintaining Eurodollar Rate Advances (excluding for purposes of this Section 2.11(a) and Section 2.11(b) any such increased costs resulting from (i) Taxes or taxes described in clauses (w) (z) of the definition of Taxes, imposed on or with respect to any payment made by or on behalf of the Borrower, or Other Taxes (as to which Section 2.14 shall govern) and (ii) Other Connection Taxes that are imposed on or measured by overall net income, or that are franchise taxes or branch profits taxes), then the Borrower shall, from time to time, upon demand by such Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority directive (whether or not having the force of law) affects from any central bank or would affect other Governmental Authority having jurisdiction over Buyer made after the date of this Agreement, shall: (a) subject Buyer to any Taxes (other than (i) Indemnified Taxes, (ii) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes or (iii) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, (b) impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of Buyer, or (c) impose on Buyer any other condition; and the result of any of the preceding clauses (a), (b) and (c) is to increase the cost to Buyer, by an amount of capital or liquidity required or expected that Buyer deems to be maintained by such Lender material, of entering into, continuing or maintaining Transactions, or to reduce any corporation or other entity controlling such Lender and that amount receivable under the amount of such capital is increased by or based upon the existence of such Lenders commitment to lend hereunder and other commitments of this typeRepurchase Documents in respect thereof, then, in any such case, upon demand by such Lender not less than thirty (with a copy of such demand 30) days prior written notice to the Agent)Seller, the Borrower Seller shall pay to Buyer such additional amount or amounts as reasonably necessary to fully compensate Buyer for such increased cost or reduced amount receivable; provided, however, that Buyer shall not treat Seller differently than other similarly situated customers in requiring the Agent for the account payment of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender amount or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital or liquidity to be allocable to the existence of such Lenders commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower and the Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. For the avoidance of doubt, this Section 2.11(b) shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or implementedamounts.
Appears in 2 contracts
Increased Costs. If any Change in Law shall: (a) Ifimpose, due modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Adjusted Eurodollar Rate) or the Issuing Bank; (b) subject any Lender or the Issuing Bank to either any tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any Eurodollar Loan made by it, or change the basis of taxation of payments to such Lender or the Issuing Bank in respect thereof (i) except for Indemnified Taxes or Other Taxes covered by Section 6.8 and the introduction of imposition of, or any change in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority including, without limitationrate of, any agency of taxes payable by such Lender or the European Union or similar monetary or multinational authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, continuing, converting to, funding or maintaining Eurodollar Rate Advances (excluding for purposes of this Section 2.11(a) and Section 2.11(b) any such increased costs resulting from (i) Taxes or taxes Issuing Bank described in clauses (w) (z) of the definition of Taxes, imposed on or with respect to any payment made by or on behalf of the Borrower, or Other Taxes (as to which Section 2.14 shall governSections 6.8(a)(i) and (ii)); or (c) Other Connection Taxes that are imposed impose on or measured by overall net income, or that are franchise taxes or branch profits taxes), then the Borrower shall, from time to time, upon demand by such Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender determines that compliance with or the Issuing Bank or the London interbank market any law other condition, cost or regulation expense affecting this Agreement or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital or liquidity required or expected to be maintained Eurodollar Rate Loans made by such Lender or any corporation Letter of Credit or other entity controlling participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender and that of making or maintaining any Eurodollar Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such capital is increased by Lender or based upon the existence Issuing Bank hereunder (whether of such Lenders commitment to lend hereunder and principal, interest or any other commitments of this type, amount) then, upon demand by request of such Lender (with a copy of such demand to or the Agent)Issuing Bank, the Borrower shall Borrowers will pay to such Lender or the Agent for Issuing Bank, as the account of case may be, such Lender, from time to time additional amount or amounts as specified by such Lender, additional amounts sufficient to will compensate such Lender or the Issuing Bank, as the case may be, for such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital additional costs incurred or liquidity to be allocable to the existence of such Lenders commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower and the Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. For the avoidance of doubt, this Section 2.11(b) shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or implementedreduction suffered.
Increased Costs. (a) If, due to either If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the introduction of account of, or credit extended or participated in by, any change in Lender or in the interpretation of any law or regulation or Issuing Bank; (ii) subject any Lender or the compliance with any guideline or request from any central bank or other governmental authority including, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), there shall be any increase in the cost Issuing Bank to any Lender tax of agreeing to make or making, continuing, converting to, funding or maintaining Eurodollar Rate Advances (excluding for purposes of this Section 2.11(a) and Section 2.11(b) any such increased costs resulting from (i) Taxes or taxes described in clauses (w) (z) of the definition of Taxes, imposed on or kind whatsoever with respect to this Agreement, any payment Letter of Credit, any participation in a Letter of Credit or any Eurodollar Rate Loan made by or on behalf of the Borrowerit, or Other change the basis of taxation of payments to such Lender or the Issuing Bank in respect thereof (except for Non-Excluded Taxes (as to which Section 2.14 shall govern) and (ii) Other Connection Taxes that are imposed on or taxes measured by overall or imposed upon net income, or that are franchise taxes, or taxes measured by or imposed upon overall capital or net worth, or branch profits taxes (in the case of such capital, net worth or branch taxes, imposed in lieu of such net income taxes), then the Borrower shall, from time to time, upon demand by such Lender ; or (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictionsiii) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If impose on any Lender determines that compliance with or the Issuing Bank or the London interbank market any law other condition, cost or regulation expense (in each case, excluding any taxes of any kind whatsoever) affecting this Agreement or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital or liquidity required or expected to be maintained Eurodollar Rate Loans made by such Lender or any corporation Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender by an amount such Lender deems to be material of making or maintaining any Eurodollar Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank in respect thereof (whether of principal, interest or any other entity controlling amount) then, upon request of such Lender or the Issuing Bank, Borrowers will pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered. (b) In any such case described in Section 3.5(a), such Borrower may elect to convert the Eurodollar Rate Loans made by such Lender hereunder to Base Rate Loans by giving Agent at least one (1) Business Days notice of such election, in which case such Borrower shall promptly pay to such Lender, upon demand, without duplication, amounts theretofore required to be paid to such Lender pursuant to this Section 3.5 and such amounts, if any, as may be required pursuant to Section 3.10. If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, it shall provide prompt notice thereof to Administrative Borrower, through Agent, certifying (i) that one of the events described in this Section 3.5 has occurred and describing in reasonable detail the nature of such event, (ii)as to the increased cost or reduced amount resulting from such event and (iii) as to the additional amount demanded by such Lender and that a reasonably detailed explanation of the amount of such capital is increased by or based upon the existence of such Lenders commitment calculation thereof. Such a certificate as to lend hereunder and other commitments of any additional amounts payable pursuant to this type, then, upon demand by such Lender (with a copy of such demand to the Agent), the Borrower shall pay to the Agent for the account of such Lender, from time to time as specified subsection submitted by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstancesthrough Agent, to the extent that such Lender reasonably determines such increase in capital or liquidity to be allocable to the existence of such Lenders commitment to lend hereunder. A certificate as to such amounts submitted to the Administrative Borrower and the Agent by such Lender shall be conclusive and binding for all purposes, absent in the absence of manifest error. For Borrowers shall pay such Lender the avoidance amount shown as due on any such certificate within ten (10) days after receipt thereof in the absence of doubt, manifest error. This covenant shall survive the termination of this Section 2.11(b) shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with Agreement and the Dodd-Frank Wall Street Reform and Consumer Protection Act payment of the Loans and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or implementedother amounts payable hereunder.
Increased Costs. (a) If, due to either (i) If the introduction adoption of or any change in any Requirements of Law or in the interpretation of or application thereof by any law Governmental Authority or regulation or (ii) the compliance by Buyer with any guideline request or request from any central bank or other governmental authority including, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, continuing, converting to, funding or maintaining Eurodollar Rate Advances (excluding for purposes of this Section 2.11(a) and Section 2.11(b) any such increased costs resulting from (i) Taxes or taxes described in clauses (w) (z) of the definition of Taxes, imposed on or with respect to any payment made by or on behalf of the Borrower, or Other Taxes (as to which Section 2.14 shall govern) and (ii) Other Connection Taxes that are imposed on or measured by overall net income, or that are franchise taxes or branch profits taxes), then the Borrower shall, from time to time, upon demand by such Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority directive (whether or not having the force of law) affects from any central bank or would affect other Governmental Authority having jurisdiction over Buyer made after the date of this Agreement (a) shall subject Buyer to any tax or increased tax of any kind whatsoever with respect to the Repurchase Documents, any Purchased Asset or any Transaction, or change the basis of taxation of payments to Buyer in respect thereof (except for income taxes and any changes in the rate of tax on Buyers overall net income), (b) shall impose, modify or hold applicable any increase in reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of Buyer, or (c) shall impose on Buyer any other condition; and the result of any of the preceding clauses (a), (b) and (c) is to increase the cost to Buyer, by an amount of capital or liquidity required or expected that Buyer deems to be maintained by such Lender material, of entering into, continuing or maintaining Transactions, or to reduce any corporation or other entity controlling such Lender and that amount receivable under the amount of such capital is increased by or based upon the existence of such Lenders commitment to lend hereunder and other commitments of this typeRepurchase Documents in respect thereof, then, upon demand by in any such Lender (with a copy of such demand to the Agent)case, the Borrower Seller shall pay to the Agent Buyer such additional amount or amounts as reasonably necessary to fully compensate Buyer for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender increased cost or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital or liquidity to be allocable to the existence of such Lenders commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower and the Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. For the avoidance of doubt, this Section 2.11(b) shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or implementedreduced amount receivable.
Appears in 2 contracts
Increased Costs. (a) If, due to either (i) the introduction of or If any change Change in or in the interpretation of Law shall subject any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority including, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), there shall be any increase in the cost Note Holder to any Lender of agreeing to make or makingTaxes (other than (A) Indemnified Taxes covered in subsection 3.5, continuing, converting to, funding or maintaining Eurodollar Rate Advances (excluding for purposes of this Section 2.11(a) and Section 2.11(b) any such increased costs resulting from (iB) Taxes or taxes described in clauses (wii) through (ziv) of the definition of Excluded Taxes, imposed and (C) Connection Income Taxes) on its notes, principal, or with respect to other obligations, and the result of any payment made by or on behalf of the Borrowerforegoing shall be to increase the cost to such Note Holder of making, holding or maintaining any Note, or Other Taxes (as to which Section 2.14 shall govern) and (ii) Other Connection Taxes that are imposed on or measured by overall net income, or that are franchise taxes or branch profits taxes), then the Borrower shall, from time to time, upon demand by such Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower and the Agent any sum received or receivable by such LenderNote Holder hereunder (whether of principal, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender determines that compliance with any law or regulation interest or any guideline or request from any central bank or other governmental authority (whether or not having the force of lawamount) affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lenders commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender (with a copy request of such demand to the Agent)Note Holder, the Borrower shall Issuer will pay to such Note Holder, as the Agent for the account of case may be, such Lender, from time to time additional amount or amounts as specified by such Lender, additional amounts sufficient to will compensate such Lender Note Holder, as the case may be, for such additional costs incurred or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital or liquidity to be allocable to the existence of such Lenders commitment to lend hereunderreduction suffered. A certificate as to such amounts submitted to the Borrower Issuer and the Agent by such Lender Note Holder shall be conclusive and binding for all purposes, purposes absent manifest error. For the avoidance of doubt, this Section 2.11(b) shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or implemented.
Increased Costs. (a) If(1) If any Change in Law shall (A) impose, due modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any KSURE Covered Facility Lender; (B) subject the KSURE Covered Facility Agent or any KSURE Covered Facility Lender, or its group, to either any Taxes (other than (i) the introduction of or any change in or in the interpretation of any law or regulation or Indemnified Taxes, and (ii) the compliance with any guideline or request from any central bank or other governmental authority including, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, continuing, converting to, funding or maintaining Eurodollar Rate Advances (excluding for purposes of this Section 2.11(a) and Section 2.11(b) any such increased costs resulting from (i) Taxes or taxes described in clauses (wa) through (zd) of the definition of Excluded Taxes) on its loans, imposed loan principal, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (C) impose on any KSURE Covered Facility Lender or with respect to the London interbank market any payment made by other condition, cost or on behalf expense affecting this Agreement or KSURE Covered Facility Loans; and (2) the result of any of the Borrowerforegoing shall be to increase the cost to such Person of making or maintaining any KSURE Covered Facility Loan (or of maintaining its obligation to make any such KSURE Covered Facility Loan) to the Borrower or to reduce the amount of any sum received or receivable by such Person hereunder (whether of principal, interest or Other Taxes (as to which Section 2.14 shall govern) and (ii) Other Connection Taxes that are imposed on or measured by overall net income, or that are franchise taxes or branch profits taxesotherwise), then the Borrower shall, from time will pay to time, upon demand by such Lender Person such additional amount or amounts as will compensate such Person for such additional costs incurred or reduction suffered (with a copy of such demand except to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to extent the Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest erroris excused from payment pursuant to Section 4.04 (Obligation to Mitigate)). (b) If any KSURE Covered Facility Lender reasonably determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of Change in Law regarding capital or liquidity required requirements has or expected to be maintained would have the effect of reducing the rate of return on such KSURE Covered Facility Lenders capital or (without duplication) on the capital of such KSURE Covered Facility Lenders holding company, if any, as a consequence of this Agreement or any of the KSURE Covered Facility Loans made by such Lender KSURE Covered Facility Lender, to a level below that which such KSURE Covered Facility Lender, or any corporation or other entity controlling such Lender KSURE Covered Facility Lenders holding company, could have achieved but for such Change in Law (taking into consideration such KSURE Covered Facility Lenders policies and that the amount policies of such KSURE Covered Facility Lenders holding company with respect to capital is increased by or based adequacy and liquidity), then from time to time upon the existence of such Lenders commitment to lend hereunder and other commitments of this type, then, upon demand notice by such Lender (with a copy of such demand to the Agent)KSURE Covered Facility Lender, the Borrower shall pay to within thirty (30) days following the Agent for the account receipt of such Lender, from time notice to time such KSURE Covered Facility Lender such additional amount or amounts as specified by such Lender, additional amounts sufficient to will compensate such KSURE Covered Facility Lender or (without duplication) such corporation KSURE Covered Facility Lenders holding company in the light of full for any such circumstances, reduction suffered (except to the extent the Borrower is excused from payment pursuant to Section 4.04 (Obligation to Mitigate)). In determining such amount, such KSURE Covered Facility Lender may use any method of averaging and attribution that such Lender reasonably determines such increase it (in capital its sole discretion) shall deem appropriate. (c) To claim any amount under this Section 4.03, the KSURE Covered Facility Agent or liquidity to be allocable to the existence of such Lenders commitment to lend hereunder. A certificate a KSURE Covered Facility Lender, as to such amounts submitted applicable, shall promptly deliver to the Borrower and (with a copy to the KSURE Covered Facility Agent) a certificate setting forth in reasonable detail the amount or amounts necessary to compensate the KSURE Covered Facility Agent by or such KSURE Covered Facility Lender or its holding company, as the case may be, under Section 4.03(a) or Section 4.03(b). The Borrower shall pay the KSURE Covered Facility Agent or such KSURE Covered Facility Lender, as applicable, the amount shown as due on any such certificate within thirty (30) days after receipt thereof. (d) Promptly after the KSURE Covered Facility Agent or KSURE Covered Facility Lender, as applicable, has determined that it will make a request for increased compensation pursuant to this Section 4.03, such Person shall notify the Borrower thereof (with a copy to the KSURE Covered Facility Agent). Failure or delay on the part of the KSURE Covered Facility Agent or KSURE Covered Facility Lender to demand compensation pursuant to this Section 4.03 shall not constitute a waiver of such Persons right to demand such compensation; provided that the Borrower shall not be required to compensate a Person pursuant to this Section 4.03 for any increased costs or reductions attributable to the failure of such Person to notify Borrower within two hundred twenty-five (225) days after the Change in Law giving rise to those increased costs or reductions of such Persons intention to claim compensation for those circumstances; provided further that, if the Change in Law giving rise to those increased costs or reductions is retroactive, then the two hundred twenty-five (225) day period referred to above shall be conclusive and binding for all purposes, absent manifest error. For the avoidance extended to include that period of doubt, this Section 2.11(b) shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or implementedretroactive effect.
Increased Costs. (a) If, due on or after the date hereof, any Regulatory Change shall impose, modify, or deem applicable any reserve, special deposit, compulsory loan, insurance or similar requirement (other than any such requirement with respect to either any Euro-Dollar Rate Loan to the extent included in the Euro-Dollar Reserve Requirement), against, or any fees or charges in respect of, assets held by, deposits with or other liabilities for the account of, commitments of, advances or Loans by or other credit extended by, any Lender Party (or its Applicable Lending Office) or shall impose on any Lender Party (or its Applicable Lending Office) or on the relevant interbank market any other condition affecting any Euro-Dollar Rate Loan, or any obligation to make Euro-Dollar Rate Loans, and the effect of the foregoing is (i) to increase the introduction cost to such Lender Party (or its Applicable Lending Office) of making, issuing, renewing or maintaining any change Euro-Dollar Rate Loan or its Revolving Commitment in or in the interpretation of any law or regulation respect thereof or (ii) to reduce the compliance with amount of any guideline sum received or request from receivable by such Lender Party (or its Applicable Lending Office) hereunder or under any central bank or other governmental authority including, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, continuing, converting to, funding or maintaining Eurodollar Rate Advances (excluding for purposes of this Section 2.11(a) and Section 2.11(b) any such increased costs resulting from (i) Taxes or taxes described in clauses (w) (z) of the definition of Taxes, imposed on or Loan Document with respect to any payment made by or on behalf of the Borrowerthereto, or Other Taxes (as to which Section 2.14 shall govern) and (ii) Other Connection Taxes that are imposed on or measured by overall net incomethen, or that are franchise taxes or branch profits taxes), then the Borrower shall, shall from time to timetime pay to such Lender Party, upon demand within 15 days after request by such Lender (with a copy of Party, such demand to the Agent)additional amounts as are necessary, pay to the Agent for the account of in such Lender additional amounts sufficient Partys reasonable determination, to compensate such Lender Party for such increased cost or reduction; provided, however, that if the Euro-Dollar Lending Office of any affected Lender is other than the affected Lenders main office, before making any giving such demandnotice, each such affected Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Euro-Dollar Lending Office if the making of such a designation would will avoid the need for, or reduce the amount of, for giving such increased cost notice and would not, in the reasonable judgment of such Lender, will not be otherwise materially disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lenders commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender (with a copy of such demand to the Agent), the Borrower shall pay to the Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital or liquidity to be allocable to the existence of such Lenders commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower and the Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. For the avoidance of doubt, this Section 2.11(b) shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or implemented.
Appears in 2 contracts
Increased Costs. (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance with any directive, guideline or request from any central bank or other governmental authority including, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), in each case after the date hereof (or with respect to any Lender (or the Administrative Agent), if later, the date on which such Lender (or the Administrative Agent) becomes a Lender (or the Administrative Agent)), there shall be any increase in the cost to any Lender or the Administrative Agent of agreeing to make or making, continuing, converting to, funding or maintaining Eurodollar Rate Advances (excluding for purposes of this Section 2.11(a) and Section 2.11(b) 2.11 any such increased costs resulting from (i) Taxes or taxes described in clauses (w) (z) of the definition of Taxes, imposed on or with respect to any payment made by or on behalf of the Borrower, or Other Taxes (as to which such Lender is indemnified under Section 2.14 shall govern) and 2.14, (ii) Other Connection Taxes that are imposed on or measured by overall net incomeExcluded Taxes, or that are franchise taxes or branch profits taxes(iii) Other Taxes), then the Borrower shall, shall from time to time, upon demand by such Lender or the Administrative Agent (with a copy of such demand to the Administrative Agent, if applicable), pay to the Administrative Agent for the account of such Lender (or for its own account, if applicable) additional amounts sufficient to compensate such Lender or the Ad- ministrative Agent for such increased cost provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lendercost. A certificate as to the amount of describing such increased cost, submitted costs in reasonable detail delivered to the Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest demonstrable error. (b) If any Lender reasonably determines that compliance with any law or regulation or any directive, guideline or request from any central bank or other governmental authority including, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law) ), in each case promulgated or given after the date hereof (or with respect to any Lender, if later, the date on which such Lender becomes a Lender), affects or would affect the amount of capital capital, insurance or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and that the amount of such capital capital, insurance or liquidity is increased by or based upon the existence of such Lenders commitment to lend hereunder and other commitments of this type, thenthe Borrower shall, from time to time upon demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital capital, insurance or liquidity to be allocable to the existence of such Lenders Advances or commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower and the Administrative Agent by such Lender shall be conclusive and binding for all purposes, absent manifest demonstrable error. For the avoidance of doubt, (c) Notwithstanding anything in this Section 2.11(b2.11 to the contrary, for purposes of this Section 2.11, (A) shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Dodd-Dodd Frank Wall Street Reform and Consumer Protection Act and the rules and regulations issued thereunder or in connection therewith or in implementation thereof, and (B) all requests, rules, guidelines or directives concerning capital adequacy or liquidity and directions promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices Supervision (or any similar or successor or similar authority) agency, or the United States financial or foreign regulatory authorities, regardless of in each case, pursuant to Basel III) shall be deemed to have been enacted following the date adoptedhereof (or with respect to any Lender, issuedif later, promulgated or implementedthe date on which such Lender becomes a Lender); provided that no Lender shall demand compensation pursuant to this Section 2.11(c) unless such Lender is making corresponding demands on similarly situated borrowers in comparable credit facilities to which such Lender is a party.
Increased Costs. (a) If, due to either If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the introduction account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Adjusted Eurodollar Rate) or the Issuing Bank; (ii) subject any Lender or the Issuing Bank to any tax of any kind whatsoever other than any Excluded Tax with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit, any Eurodollar Rate Loan or any Canadian BA Rate Loan made by it, or change the basis of taxation of payments to such Lender or the Issuing Bank in respect thereof (except for Taxes or Other Taxes covered by Section 6.5 or Excluded Taxes and the imposition of, or any change in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority including, without limitationrate of, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, continuing, converting to, funding or maintaining Eurodollar Rate Advances (excluding for purposes of this Section 2.11(a) and Section 2.11(b) any such increased costs resulting from (i) Taxes or taxes described in clauses (w) (z) of the definition of Taxes, imposed on or with respect to any payment made by or on behalf of the Borrower, or Other Taxes (as to which Section 2.14 shall govern) and (ii) Other Connection Taxes that are imposed on or measured by overall net income, or that are franchise taxes or branch profits taxes), then the Borrower shall, from time to time, upon demand payable by such Lender or the Issuing Bank described in Sections 6.5(d)); or (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost provided, however, that before making iii) impose on any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased costIssuing Bank, submitted to the Borrower and London interbank market or the Agent Canadian bankers acceptance market any other condition, cost or expense affecting this Agreement, Eurodollar Rate Loans made by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital or liquidity required or expected to be maintained Canadian BA Rate Loans made by such Lender or any corporation Letter of Credit or other entity controlling participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender and that of making or maintaining any Eurodollar Rate Loan (or of maintaining its obligation to make any such Loan), to increase the cost to such Lender of making or maintaining any Canadian BA Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or Account by such capital is increased by Lender or based upon the existence Issuing Bank hereunder (whether of such Lenders commitment to lend hereunder and principal, interest or any other commitments of this type, amount) then, upon demand by request of such Lender (with a copy of such demand to or the Agent)Issuing Bank, the Borrower shall Borrowers will pay to such Lender or the Agent for Issuing Bank, as the account of case may be, such Lender, from time to time additional amount or amounts as specified by such Lender, additional amounts sufficient to will compensate such Lender or the Issuing Bank, as the case may be, for such corporation in additional costs incurred or reduction suffered; provided that the light Canadian Borrowers shall not be required to pay any portion of such circumstances, to the extent that such Lender reasonably determines such increase additional amount or amounts in capital or liquidity to be allocable to the existence of such Lenders commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower and the Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. For the avoidance of doubt, this Section 2.11(b) shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, regardless excess of the date adopted, issued, promulgated or implementedCanadian Borrower Percentage thereof.
Increased Costs. (a) If, due to either (i) If the introduction adoption of or any change in any Requirements of Law or in the interpretation of or application thereof by any law Governmental Authority or regulation or (ii) the compliance by Buyer with any guideline request or request from any central bank or other governmental authority including, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, continuing, converting to, funding or maintaining Eurodollar Rate Advances (excluding for purposes of this Section 2.11(a) and Section 2.11(b) any such increased costs resulting from (i) Taxes or taxes described in clauses (w) (z) of the definition of Taxes, imposed on or with respect to any payment made by or on behalf of the Borrower, or Other Taxes (as to which Section 2.14 shall govern) and (ii) Other Connection Taxes that are imposed on or measured by overall net income, or that are franchise taxes or branch profits taxes), then the Borrower shall, from time to time, upon demand by such Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority directive (whether or not having the force of law) affects from any central bank or would affect other Governmental Authority having jurisdiction over Buyer made after the date of this Agreement (a) shall subject Buyer to any Taxes of any kind whatsoever with respect to the Repurchase Documents, any Purchased Asset or any Transaction, or change the basis of taxation of payments to Buyer in respect thereof (except for: (i) Indemnified Taxes and Other Taxes, which shall be governed by Section 12.06, (ii) Excluded Taxes and (iii) any changes in the rate of tax on Buyer's overall net income), (b) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of Buyer, or (c) shall impose on Buyer any other condition; and the result of any of the preceding clauses (a), (b) and (c) is to increase the cost to Buyer, by an amount of capital or liquidity required or expected that Buyer deems to be maintained by such Lender material, of entering into, continuing or maintaining Transactions, or to reduce any corporation or other entity controlling such Lender and that amount receivable under the amount of such capital is increased by or based upon the existence of such Lenders commitment to lend hereunder and other commitments of this typeRepurchase Documents in respect thereof, then, upon demand by in any such Lender (with a copy of such demand to the Agent)case, the Borrower Sellers shall pay to the Agent Buyer such additional amount or amounts as reasonably necessary to fully compensate Buyer for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender increased cost or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital or liquidity to be allocable to the existence of such Lenders commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower and the Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. For the avoidance of doubt, this Section 2.11(b) shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or implementedreduced amount receivable.
Increased Costs. (a) If, due to either (i) If the introduction adoption of or any change in or in the interpretation of any law or regulation or in the interpretation thereof after the date hereof by any court or administrative or Governmental Authority charged with the administration thereof shall either (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against Letters of Credit issued by the Issuing Lender or participated in by the Lenders or (ii) impose on any Lender any other condition regarding any Letter of Credit, and the compliance with result of any guideline event referred to in clauses (i) or request from any central bank or other governmental authority including, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), there ii) above shall be any to increase in the cost to the Issuing Lender or any Lender of agreeing to make or making, continuing, converting to, funding issuing or maintaining Eurodollar Rate Advances such Letter of Credit (excluding for purposes or its participation therein, as the case may be) (which increase in cost shall be the result of this Section 2.11(a) and Section 2.11(b) any the Issuing Lenders or such increased costs Lenders reasonable allocation of the aggregate of such cost increases resulting from (i) Taxes or taxes described in clauses (w) (z) of the definition of Taxes, imposed on or with respect to any payment made by or on behalf of the Borrower, or Other Taxes (as to which Section 2.14 shall govern) and (ii) Other Connection Taxes that are imposed on or measured by overall net income, or that are franchise taxes or branch profits taxessuch events), then the Borrower shall, from time to timethen, upon demand by notice to it from the Issuing Lender or such Lender (with a copy to the Administrative Agent) certifying that (x) one of the events herein above described has occurred and the nature of such demand to event, (y) the Agent), pay to increased cost or reduced amount resulting from such event and (z) the Agent for the account of such Lender additional amounts sufficient to compensate such demanded by the Issuing Lender for such increased cost provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount case may be, and a reasonably detailed explanation of such increased cost, submitted to the Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lenders commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender (with a copy of such demand to the Agent)calculation thereof, the Borrower shall immediately pay to the Agent for the account of such Issuing Lender or such Lender, as the case may be, from time to time as specified by the Administrative Agent or such Lender, additional amounts which shall be sufficient to compensate such Issuing Lender or such corporation Lender for such increased cost, together with interest on each such amount from the date demanded until payment in full thereof at the light of such circumstances, to the extent that such Lender reasonably determines such increase rate provided in capital or liquidity to be allocable to the existence of such Lenders commitment to lend hereundersubsection 3.3. A certificate as to the fact and amount of such amounts increased cost incurred by the Issuing Lender or such Lender as a result of any event mentioned in clauses (i) or (ii) above, submitted by the Issuing Lender or such Lender to the Borrower and the Agent by such Lender Borrower, shall be conclusive and binding for all purposesconclusive, absent manifest error. For the avoidance of doubt, this Section 2.11(b) shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or implemented.
Increased Costs. (a) If, due to either (i) If at any time after the Closing Date the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation of or administration thereof by any law Governmental Authority charged with the interpretation or regulation administration thereof, or (ii) the compliance by any Agent, Issuing Lender, Lender or other Recipient with any guideline request or request from directive by any central bank or other governmental authority including, without limitation, any agency of the European Union or similar monetary or multinational such authority (whether or not having the force of lawlaw or any change in GAAP), there shall be (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender or participated in by any Lender, (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes and (B) Excluded Taxes) on its loans, loan principal, letters of credit commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, or (iii) impose on any Issuing Lender or any Lender any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase in the cost to any Issuing Lender of agreeing to make or making, continuing, converting to, funding any Lender or maintaining Eurodollar Rate Advances (excluding for purposes of this Section 2.11(a) and Section 2.11(b) any such increased costs resulting from (i) Taxes other Recipient of issuing, maintaining or taxes described participating in clauses (w) (z) any Letter of the definition of Taxes, imposed on or with respect to any payment made by or on behalf of the Borrower, or Other Taxes (as to which Section 2.14 shall govern) and (ii) Other Connection Taxes that are imposed on or measured by overall net income, or that are franchise taxes or branch profits taxes), then the Borrower shall, from time to time, upon demand by such Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need forCredit, or reduce the amount of, of any sum received or receivable by such increased cost and would not, in the reasonable judgment of such Issuing Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If any or Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether Recipient hereunder or not having reduce the force rate of law) affects or would affect the amount return on its capital with respect to Letters of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lenders commitment to lend hereunder and other commitments of this typeCredit, then, upon demand to the applicable Borrower by such the respective Issuing Lender, Lender or other Recipient (with a copy of which demand shall be sent by such demand Issuing Lender, Lender or other Recipient to the Administrative Agent), the applicable Borrower shall pay to such Issuing Lender, Lender or other Recipient such additional amount or amounts as will compensate such Issuing Lender, Lender or other Recipient for such increased cost or reduction in the Agent amount receivable or reduction on the rate of return on its capital. Each Recipient, upon determining that any additional amounts will be payable pursuant to this Section 2.10(i), will give prompt written notice thereof to the applicable Borrower, which notice shall include a certificate submitted to the applicable Borrower by the respective Recipient (a copy of which certificate shall be sent by such Recipient to Administrative Agent), setting forth in reasonable detail the basis for the account calculation of such Lender, from time to time as specified by such Lender, additional amount or amounts sufficient necessary to compensate such Lender Recipient, although failure to give any such notice shall not release or such corporation in the light of such circumstances, diminish any Loan Partys obligations to the extent that such Lender reasonably determines such increase in capital or liquidity pay additional amounts pursuant to this Section 2.10(i). The certificate required to be allocable delivered pursuant to the existence of such Lenders commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower and the Agent by such Lender shall be conclusive and binding for all purposesthis Section 2.10(i) shall, absent manifest error. For , be final, conclusive and binding on the avoidance of doubt, this Section 2.11(b) shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or implementedLoan Parties.
Increased Costs. (a) If(1) If any Change in Law shall (A) impose, due modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any KEXIM Covered Facility Lender; (B) subject the KEXIM Facility Agent or any KEXIM Covered Facility Lender, or its group, to either any Taxes (other than (i) the introduction of or any change in or in the interpretation of any law or regulation or Indemnified Taxes, and (ii) the compliance with any guideline or request from any central bank or other governmental authority including, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, continuing, converting to, funding or maintaining Eurodollar Rate Advances (excluding for purposes of this Section 2.11(a) and Section 2.11(b) any such increased costs resulting from (i) Taxes or taxes described in clauses (wa) through (zd) of the definition of Excluded Taxes) on its loans, imposed loan principal, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (C) impose on any KEXIM Covered Facility Lender or with respect to the London interbank market any payment made by other condition, cost or on behalf expense affecting this Agreement or KEXIM Covered Facility Loans; and (2) the result of any of the Borrowerforegoing shall be to increase the cost to such Person of making or maintaining any KEXIM Covered Facility Loan (or of maintaining its obligation to make any such KEXIM Covered Facility Loan) to the Borrower or to reduce the amount of any sum received or receivable by such Person hereunder (whether of principal, interest or Other Taxes (as to which Section 2.14 shall govern) and (ii) Other Connection Taxes that are imposed on or measured by overall net income, or that are franchise taxes or branch profits taxesotherwise), then the Borrower shall, from time will pay to time, upon demand by such Lender Person such additional amount or amounts as will compensate such Person for such additional costs incurred or reduction suffered (with a copy of such demand except to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to extent the Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest erroris excused from payment pursuant to Section 4.04 (Obligation to Mitigate)). (b) If any KEXIM Covered Facility Lender reasonably determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of Change in Law regarding capital or liquidity required requirements has or expected to be maintained would have the effect of reducing the rate of return on such KEXIM Covered Facility Lenders capital or (without duplication) on the capital of such KEXIM Covered Facility Lenders holding company, if any, as a consequence of this Agreement or any of the KEXIM Covered Facility Loans made by such Lender KEXIM Covered Facility Lender, to a level below that which such KEXIM Covered Facility Lender, or any corporation or other entity controlling such Lender KEXIM Covered Facility Lenders holding company, could have achieved but for such Change in Law (taking into consideration such KEXIM Covered Facility Lenders policies and that the amount policies of such KEXIM Covered Facility Lenders holding company with respect to capital is increased by or based adequacy and liquidity), then from time to time upon the existence of such Lenders commitment to lend hereunder and other commitments of this type, then, upon demand notice by such Lender (with a copy of such demand to the Agent)KEXIM Covered Facility Lender, the Borrower shall pay to within thirty (30) days following the Agent for the account receipt of such Lender, from time notice to time such KEXIM Covered Facility Lender such additional amount or amounts as specified by such Lender, additional amounts sufficient to will compensate such KEXIM Covered Facility Lender or (without duplication) such corporation KEXIM Covered Facility Lenders holding company in the light of full for any such circumstances, reduction suffered (except to the extent the Borrower is excused from payment pursuant to Section 4.04 (Obligation to Mitigate)). In determining such amount, such KEXIM Covered Facility Lender may use any method of averaging and attribution that such Lender reasonably determines such increase it (in capital its sole discretion) shall deem appropriate. (c) To claim any amount under this Section 4.03, the KEXIM Facility Agent or liquidity to be allocable to the existence of such Lenders commitment to lend hereunder. A certificate a KEXIM Covered Facility Lender, as to such amounts submitted applicable, shall promptly deliver to the Borrower and (with a copy to the KEXIM Facility Agent) a certificate setting forth in reasonable detail the amount or amounts necessary to compensate the KEXIM Facility Agent by or such KEXIM Covered Facility Lender or its holding company, as the case may be, under Section 4.03(a) or Section 4.03(b). The Borrower shall pay the KEXIM Facility Agent or such KEXIM Covered Facility Lender, as applicable, the amount shown as due on any such certificate within thirty (30) days after receipt thereof. (d) Promptly after the KEXIM Facility Agent or KEXIM Covered Facility Lender, as applicable, has determined that it will make a request for increased compensation pursuant to this Section 4.03, such Person shall notify the Borrower thereof (with a copy to the KEXIM Facility Agent). Failure or delay on the part of the KEXIM Facility Agent or KEXIM Covered Facility Lender to demand compensation pursuant to this Section 4.03 shall not constitute a waiver of such Persons right to demand such compensation; provided that the Borrower shall not be required to compensate a Person pursuant to this Section 4.03 for any increased costs or reductions attributable to the failure of such Person to notify Borrower within two hundred twenty-five (225) days after the Change in Law giving rise to those increased costs or reductions of such Persons intention to claim compensation for those circumstances; provided further that, if the Change in Law giving rise to those increased costs or reductions is retroactive, then the two hundred twenty-five (225) day period referred to above shall be conclusive and binding for all purposes, absent manifest error. For the avoidance extended to include that period of doubt, this Section 2.11(b) shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or implementedretroactive effect.
Increased Costs. If any Change in Law shall: (a) Ifimpose, due modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Adjusted Eurodollar Rate) or the Issuing Lender; (b)(i) subject any Lender or the Issuing Lender to either any tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any Eurodollar Rate Loan made by it, or (ii) change the basis of taxation of payments to such Lender or the Issuing Lender in respect thereof (in each case of clause (i) or (ii), except for Taxes or Other Taxes covered by Section 4.5 or Excluded Taxes and the introduction of imposition of, or any change in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority including, without limitationrate of, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, continuing, converting to, funding or maintaining Eurodollar Rate Advances (excluding for purposes of this Section 2.11(a) and Section 2.11(b) any such increased costs resulting from (i) Taxes or taxes described in clauses (w) (z) of the definition of Taxes, imposed on or with respect to any payment made by or on behalf of the Borrower, or Other Taxes (as to which Section 2.14 shall govern) and (ii) Other Connection Taxes that are imposed on or measured by overall net income, or that are franchise taxes or branch profits taxes), then the Borrower shall, from time to time, upon demand payable by such Lender or the Issuing Lender described in Section 4.5(d)); or (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost provided, however, that before making c) impose on any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased costIssuing Lender or the London interbank market any other condition, submitted to the Borrower and the Agent by such Lendercost or expense affecting this Agreement, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital or liquidity required or expected to be maintained Eurodollar Rate Loans made by such Lender or any corporation Letter of Credit or other entity controlling participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender and that of making or maintaining any Eurodollar Rate Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or the Issuing Lender of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received by such capital is increased by Lender or based upon the existence Issuing Lender hereunder (whether of such Lenders commitment to lend hereunder and principal, interest or any other commitments of this type, amount) then, upon demand by request of such Lender (with a copy of such demand to or the Agent)Issuing Lender, the Borrower shall Borrowers will pay to such Lender or the Agent for the account of such Issuing Lender, from time to time as specified by the case may be, such Lender, additional amount or amounts sufficient to as will compensate such Lender or the Issuing Lender, as the case may be, for such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital additional costs incurred or liquidity to be allocable to the existence of such Lenders commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower and the Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. For the avoidance of doubt, this Section 2.11(b) shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or implementedreduction suffered.
Increased Costs. If any Change in Law shall: (a) Ifimpose, due modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Adjusted Eurodollar Rate) or the Issuing Bank; (b) subject any Lender or the Issuing Bank to either any tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any Eurodollar Loan made by it, or change the basis of taxation of payments to such Lender or the Issuing Bank in respect thereof (i) except for Taxes or Other Taxes covered by Section 6.8 and the introduction of imposition of, or any change in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority including, without limitationrate of, any agency of taxes payable by such Lender or the European Union or similar monetary or multinational authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, continuing, converting to, funding or maintaining Eurodollar Rate Advances (excluding for purposes of this Section 2.11(a) and Section 2.11(b) any such increased costs resulting from (i) Taxes or taxes Issuing Bank described in clauses (w) (z) of the definition of Taxes, imposed on or with respect to any payment made by or on behalf of the Borrower, or Other Taxes (as to which Section 2.14 shall governSections 6.8(a)(i) and (ii)); or (c) Other Connection Taxes that are imposed impose on or measured by overall net income, or that are franchise taxes or branch profits taxes), then the Borrower shall, from time to time, upon demand by such Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender determines that compliance with or the Issuing Bank or the London interbank market any law other condition, cost or regulation expense affecting this Agreement or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital or liquidity required or expected to be maintained Eurodollar Rate Loans made by such Lender or any corporation Letter of Credit or other entity controlling participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender and that of making or maintaining any Eurodollar Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such capital is increased by Lender or based upon the existence Issuing Bank hereunder (whether of such Lenders commitment to lend hereunder and principal, interest or any other commitments of this type, amount) then, upon demand by request of such Lender (with a copy of such demand to or the Agent)Issuing Bank, the Borrower shall Borrowers will pay to such Lender or the Agent for Issuing Bank, as the account of case may be, such Lender, from time to time additional amount or amounts as specified by such Lender, additional amounts sufficient to will compensate such Lender or the Issuing Bank, as the case may be, for such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital additional costs incurred or liquidity to be allocable to the existence of such Lenders commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower and the Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. For the avoidance of doubt, this Section 2.11(b) shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or implementedreduction suffered.
Increased Costs. If the Liquidity Provider shall determine that (a) If, due to either (i) the introduction of or any change after the date hereof in any law, regulation, rule or directive or in the interpretation of thereof by any law court or regulation administrative or (ii) governmental authority charged with the administration thereof or in the compliance by the Liquidity Provider (or its head office) with any guideline applicable direction, request or request from any central bank or other governmental authority including, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, continuing, converting to, funding or maintaining Eurodollar Rate Advances (excluding for purposes of this Section 2.11(a) and Section 2.11(b) any such increased costs resulting from (i) Taxes or taxes described in clauses (w) (z) of the definition of Taxes, imposed on or with respect to any payment made by or on behalf of the Borrower, or Other Taxes (as to which Section 2.14 shall govern) and (ii) Other Connection Taxes that are imposed on or measured by overall net income, or that are franchise taxes or branch profits taxes), then the Borrower shall, from time to time, upon demand by such Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority requirement (whether or not having the force of law) affects of any central bank or would affect competent governmental or other authority shall either (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets held by, or deposits in or for the amount of capital account of, or liquidity required loans made by, the Liquidity Provider, or expected to be maintained by such Lender (ii) impose on the Liquidity Provider any other condition regarding this Agreement or any corporation Advance, or (iii) subject the Liquidity Provider to any Taxes with respect to amounts payable or paid or change the basis of taxation of any amounts payable to the Liquidity Provider (other entity controlling such Lender than Excluded Taxes) and that (b) the amount result of any event referred to in the preceding clauses (i), (ii) or (iii) shall be to increase the cost to the Liquidity Provider of issuing or maintaining its commitment or funding or maintaining Advances (which increase in cost shall be determined by the Liquidity Providers reasonable allocations of the aggregate of such capital is increased by or based upon the existence of cost increases resulting from such Lenders commitment to lend hereunder and other commitments of this typeevent), then, upon demand by such Lender (with a copy of such demand to the AgentLiquidity Provider ), the Borrower shall pay pay, or cause to be paid, to the Agent for the account of such LenderLiquidity Provider, from time to time as specified by such Lenderthe Liquidity Provider, additional amounts which shall be sufficient to compensate the Liquidity Provider for such Lender or increased cost; provided that if such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital or liquidity to be allocable to the existence of such Lenders commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower and the Agent by such Lender shall be conclusive and binding demand for all purposes, absent manifest error. For the avoidance of doubt, this Section 2.11(b) shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, regardless payment is made more than 180 days after a Responsible Officer of the date adopted, issued, promulgated or implemented.Liquidity Provider
Increased Costs. (a) If, due to either (i) after the introduction of date hereof, the adoption of, or any change in, any applicable law, rule or regulation, or any change in or in the interpretation or administration of any law applicable law, rule or regulation or (ii) the compliance with by any guideline or request from any governmental authority, central bank or other governmental authority includingcomparable agency charged with the interpretation or administration thereof, without limitation, or compliance by any agency of the European Union Lender with any request or similar monetary or multinational authority directive (whether or not having the force of law), there shall be any increase in the cost to any Lender ) of agreeing to make or making, continuing, converting to, funding or maintaining Eurodollar Rate Advances (excluding for purposes of this Section 2.11(a) and Section 2.11(b) any such increased costs resulting from authority, central bank or comparable agency: (i) Taxes shall impose, modify or taxes deem applicable any reserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the LIBOR Rate pursuant to SECTION 4), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on any Lender any other condition affecting its LIBOR Loans, its Note or its obligation to make LIBOR Loans; and the result of anything described in clauses (w) (z) of the definition of Taxes, imposed on or with respect to any payment made by or on behalf of the Borrower, or Other Taxes (as to which Section 2.14 shall governi) and (ii) Other Connection Taxes that are imposed above is to increase the cost to (or to impose a cost on) such Lender (or any LIBOR Office of such Lender) of making or maintaining any LIBOR Loan, or to reduce the amount of any sum received or receivable by such Lender (or its LIBOR Office) 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 Administrative Agent), the Company shall pay directly to such Lender such additional amount as will compensate such Lender for such increased cost or such reduction, so long as such amounts have accrued on or measured by overall net incomeafter the day which is 180 days prior to the date on which such Lender first made demand therefor. (b) If any 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 any Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lenders or such controlling Persons capital as a consequence of such Lenders obligations hereunder or under any Letter of Credit to a level below that are franchise taxes which such Lender or branch profits taxes)such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Lenders or such controlling Persons policies with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then the Borrower shall, from time to time, upon demand by such Lender (with 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 such demand which shall be furnished to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lenders commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower Company shall pay to the Agent for the account of such Lender, from time to time Lender such additional amount as specified by such Lender, additional amounts sufficient to will compensate such Lender or such corporation in controlling Person for such reduction so long as such amounts have accrued on or after the light of such circumstances, day which is 180 days prior to the extent that date on which such Lender reasonably determines such increase in capital or liquidity to be allocable to the existence of such Lenders commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower and the Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. For the avoidance of doubt, this Section 2.11(b) shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or implementedfirst made demand therefor.
Increased Costs. (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance with any directive, guideline or request from any central bank or other governmental authority including, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), in each case after the date hereof (or with respect to any Lender or Issuing Bank (or the Administrative Agent), if later, the date on which such Lender or Issuing Bank (or the Administrative Agent) becomes a Lender or Issuing Bank (or the Administrative Agent), as applicable), there shall be any increase in the cost to any Lender Lender, Issuing Bank or the Administrative Agent of agreeing to make or making, continuing, converting to, funding or maintaining Eurodollar Rate Advances or any Letter of Credit or participation therein (excluding for purposes of this Section 2.11(a) and Section 2.11(b) 2.13 any such increased costs resulting from (i) Taxes or taxes described in clauses (w) (z) of the definition of Taxes, imposed on or with respect to any payment made by or on behalf of the Borrower, or Other Taxes (as to which such Lender or Issuing Bank is indemnified under Section 2.14 shall govern) and 2.16, (ii) Excluded Taxes or (iii) Other Connection Taxes that are imposed on or measured by overall net income, or that are franchise taxes or branch profits taxesTaxes), then the Borrower shall, Reporting Entity shall from time to time, upon demand by such Lender Lender, Issuing Bank or the Administrative Agent (with a copy of such demand to the Administrative Agent, if applicable), pay or cause to be paid to the Administrative Agent for the account of such Lender or Issuing Bank (or for its own account, if applicable) additional amounts sufficient to compensate such Lender Lender, Issuing Bank or the Administrative Agent for such increased cost provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lendercost. A certificate as describing such increased costs in reasonable detail delivered to the amount of such increased cost, submitted to the Borrower and the Agent by such Lender, Reporting Entity shall be conclusive and binding for all purposes, absent manifest demonstrable error. (b) If any Lender or Issuing Bank reasonably determines that compliance with any law or regulation or any directive, guideline or request from any central bank or other governmental authority including, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law) ), in each case promulgated or given after the date hereof (or with respect to any Lender or Issuing Bank, if later, the date on which such Lender or Issuing Bank becomes a Lender or Issuing Bank, as applicable), affects or would affect the amount of capital capital, insurance or liquidity required or expected to be maintained by such Lender or Issuing Bank or any corporation or other entity controlling such Lender or Issuing Bank and that the amount of such capital capital, insurance or liquidity is increased by or based upon the existence of such Lenders Lender or Issuing Banks commitment to lend or issue any Letter of Credit (or any participations therein) hereunder and other commitments of this type, thenthe applicable Borrower shall, from time to time upon demand by such Lender or Issuing Bank (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender, from time to time as specified by such LenderLender or Issuing Bank, additional amounts sufficient to compensate such Lender or Issuing Bank or such corporation in the light of such circumstances, to the extent that such Lender or Issuing Bank reasonably determines such increase in capital capital, insurance or liquidity to be allocable to the existence of such Lenders Advances, commitment to lend or Letter of Credit (or participation therein) hereunder. A certificate as to such amounts submitted to the such Borrower and the Administrative Agent by such Lender or Issuing Bank shall be conclusive and binding for all purposes, absent manifest demonstrable error. For the avoidance of doubt, (c) Notwithstanding anything in this Section 2.11(b2.13 to the contrary, for purposes of this Section 2.13, (A) shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Dodd-Dodd Frank Wall Street Reform and Consumer Protection Act and the rules and regulations issued thereunder or in connection therewith or in implementation thereof, and (B) all requests, rules, guidelines or directives concerning capital adequacy or liquidity and directions promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices Supervision (or any similar or successor or similar authority) agency, or the United States financial or foreign regulatory authorities, regardless of in each case, pursuant to Basel III) shall be deemed to have been enacted following the date adoptedhereof (or with respect to any Lender or Issuing Bank, issuedif later, promulgated the date on which such Lender or implementedIssuing Bank becomes a Lender or Issuing Bank); provided that no Lender or Issuing Bank shall demand compensation pursuant to this Section 2.13(c) unless such Lender or Issuing Bank is making corresponding demands on similarly situated borrowers in comparable credit facilities to which such Lender or Issuing Bank is a party.
Increased Costs. If any Change in Law shall: (a) Ifimpose, due modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Adjusted Eurodollar Rate) or Issuing Bank; (b) subject any Lender or any Issuing Bank to either any tax of any kind whatsoever other than any Excluded Tax with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any Eurodollar Rate Loan made by it, or change the basis of taxation of payments to such Lender or such Issuing Bank in respect thereof (i) except for Taxes or Other Taxes covered by Section 4.5 or Excluded Taxes and the introduction of imposition of, or any change in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority including, without limitationrate of, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, continuing, converting to, funding or maintaining Eurodollar Rate Advances (excluding for purposes of this Section 2.11(a) and Section 2.11(b) any such increased costs resulting from (i) Taxes or taxes described in clauses (w) (z) of the definition of Taxes, imposed on or with respect to any payment made by or on behalf of the Borrower, or Other Taxes (as to which Section 2.14 shall govern) and (ii) Other Connection Taxes that are imposed on or measured by overall net income, or that are franchise taxes or branch profits taxes), then the Borrower shall, from time to time, upon demand payable by such Lender or such Issuing Bank described in Sections 4.5(d)); or (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost provided, however, that before making c) impose on any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to any Issuing Bank or the amount of such increased costLondon interbank market any other condition, submitted to the Borrower and the Agent by such Lendercost or expense affecting this Agreement, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital or liquidity required or expected to be maintained Eurodollar Rate Loans made by such Lender or any corporation Letter of Credit or other entity controlling participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender and that of making or maintaining any Eurodollar Rate Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or such Issuing Bank of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or Account by such capital is increased by Lender or based upon the existence such Issuing Bank hereunder (whether of such Lenders commitment to lend hereunder and principal, interest or any other commitments of this type, amount) then, upon demand by request of such Lender (with a copy of or such demand Issuing Bank pursuant to the Agent)Section 4.7, the Borrower shall Borrowers will pay to such Lender or such Issuing Bank, as the Agent for the account of case may be, such Lender, from time to time additional amount or amounts as specified by such Lender, additional amounts sufficient to will compensate such Lender or such corporation in Issuing Bank, as the light of case may be, for such circumstances, to the extent that such Lender reasonably determines such increase in capital additional costs incurred or liquidity to be allocable to the existence of such Lenders commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower and the Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. For the avoidance of doubt, this Section 2.11(b) shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or implementedreduction suffered.
Increased Costs. (a) IfIf (1) any Change in Law shall (A) impose, due modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Commercial Bank Lender; (B) subject the Commercial Banks Facility Agent or any Commercial Bank Lender, or its group, to either any Taxes (other than (i) the introduction of or any change in or in the interpretation of any law or regulation or Other Taxes, and (ii) the compliance with any guideline or request from any central bank or other governmental authority including, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, continuing, converting to, funding or maintaining Eurodollar Rate Advances (excluding for purposes of this Section 2.11(a) and Section 2.11(b) any such increased costs resulting from (i) Taxes or taxes described in clauses (wa) through (zd) of the definition of Excluded Taxes) on its loans, imposed loan principal, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (C) impose on any Commercial Bank Lender or with respect to the London interbank market any payment other condition, cost or expense affecting this Agreement or LIBO Loans made by or on behalf such Commercial Bank Lender; and (2) the result of any of the Borrowerforegoing shall be to increase the cost to such Person of making or maintaining any Commercial Bank Loan (or of maintaining its obligation to make any such Commercial Bank Loan) to the Borrower or to reduce the amount of any sum received or receivable by such Person hereunder (whether of principal, interest or Other Taxes (as to which Section 2.14 shall govern) and (ii) Other Connection Taxes that are imposed on or measured by overall net income, or that are franchise taxes or branch profits taxesotherwise), then the Borrower shall, from time will pay to time, upon demand by such Lender Person such additional amount or amounts as will compensate such Person for such additional costs incurred or reduction suffered (with a copy of such demand except to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to extent the Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest erroris excused from payment pursuant to Section 4.04 (Obligation to Mitigate)). (b) If any Commercial Bank Lender reasonably determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of Change in Law regarding capital or liquidity required requirements has or expected to be maintained would have the effect of reducing the rate of return on such Commercial Bank Lenders capital or (without duplication) on the capital of such Commercial Bank Lenders holding company, if any, as a consequence of this Agreement or any of the Commercial Bank Loans made by such Lender Commercial Bank Lender, to a level below that which such Commercial Bank Lender, or any corporation or other entity controlling such Lender Commercial Bank Lenders holding company, could have achieved but for such Change in Law (taking into consideration such Commercial Bank Lenders policies and that the amount policies of such Commercial Bank Lenders holding company with respect to capital is increased by or based adequacy and liquidity), then from time to time upon the existence of such Lenders commitment to lend hereunder and other commitments of this type, then, upon demand notice by such Lender (with a copy of such demand to the Agent)Commercial Bank Lender, the Borrower shall pay to within thirty (30) days following the Agent for the account receipt of such Lender, from time notice to time such Commercial Bank Lender such additional amount or amounts as specified by such Lender, additional amounts sufficient to will compensate such Commercial Bank Lender or (without duplication) such corporation Commercial Bank Lenders holding company in the light of full for any such circumstances, reduction suffered (except to the extent the Borrower is excused from payment pursuant to Section 4.04 (Obligation to Mitigate)). In determining such amount, such Commercial Bank Lender may use any method of averaging and attribution that such Lender reasonably determines such increase it (in capital its sole discretion) shall deem appropriate. (c) To claim any amount under this Section 4.03, the Commercial Banks Facility Agent or liquidity to be allocable to the existence of such Lenders commitment to lend hereunder. A certificate a Commercial Bank Lender, as to such amounts submitted applicable, shall promptly deliver to the Borrower and (with a copy to the Commercial Banks Facility Agent) a certificate setting forth in reasonable detail the amount or amounts necessary to compensate the Commercial Banks Facility Agent by or Commercial Bank Lender or its holding company, as the case may be, under Section 4.03(a) or Section 4.03(b). The Borrower shall pay the Commercial Banks Facility Agent or Commercial Bank Lender, as applicable, the amount shown as due on any such certificate within thirty (30) days after receipt thereof. (d) Promptly after the Commercial Banks Facility Agent or Commercial Bank Lender, as applicable, has determined that it will make a request for increased compensation pursuant to this Section 4.03, such Person shall notify the Borrower thereof (with a copy to the Commercial Banks Facility Agent). Failure or delay on the part of the Commercial Banks Facility Agent or Commercial Bank Lender to demand compensation pursuant to this Section 4.03 shall not constitute a waiver of such Persons right to demand such compensation; provided that the Borrower shall not be required to compensate a Person pursuant to this Section 4.03 for any increased costs or reductions attributable to the failure of such Person to notify Borrower within two hundred twenty-five (225) days after the Change in Law giving rise to those increased costs or reductions of such Persons intention to claim compensation for those circumstances; provided further that, if the Change in Law giving rise to those increased costs or reductions is retroactive, then the two hundred twenty-five (225) day period referred to above shall be conclusive and binding for all purposes, absent manifest error. For the avoidance extended to include that period of doubt, this Section 2.11(b) shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or implementedretroactive effect.
Increased Costs. (a) IfIf at any time after the Effective Date, due to either (i) the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation of or administration thereof by any law governmental authority charged with the interpretation or regulation administration thereof, or (ii) the compliance by any Issuing Bank or any Participant with any guideline request or request from directive by any central bank or other governmental authority including, without limitation, any agency of the European Union or similar monetary or multinational such authority (whether or not having the force of law), there shall be either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Bank or participated in by any Participant, or (ii) impose on any Issuing Bank or any Participant any other conditions relating, directly or indirectly, to this Agreement; and the result of any of the foregoing is to increase in the cost to any Lender Issuing Bank or any Participant of agreeing issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Bank or any Participant hereunder or reduce the rate of return on its capital with respect to make or makingLetters of Credit (other than, continuingin respect of payments to be made to any Lender, converting to, funding or maintaining Eurodollar Rate Advances (excluding for purposes of this Section 2.11(a) and Section 2.11(b) any such increased costs resulting from (i) Taxes taxes, levies, imposts, deductions, charges or taxes described in clauses (w) (z) of the definition of withholdings, and all liabilities with respect thereto and other than income, profits, capital, net worth, franchise, doing business and branch profits Taxes, imposed on or with respect to any payment made by or on behalf of the Borrowerin each case, or Other Taxes (as to which Section 2.14 4.04 shall govern) and (ii) Other Connection Taxes that are imposed on or measured by overall net income, or that are franchise taxes or branch profits taxes), then then, to the Borrower shallextent such change has or would have the effect of reducing the rate of return on such Issuing Banks or Participants capital or on the capital of such Issuing Banks or Participants holding company, from time if any, as a consequence of this Agreement or the Letters of Credit issued by such Issuing Bank or participated in by such Participant, to timea level below that which such Issuing Bank or Participant or such Issuing Banks or Participants holding company could have achieved but for such change (taking into consideration such Issuing Banks or Participants policies and the policies of such Issuing Banks or Participants holding company with respect to capital adequacy and liquidity), upon written demand to the respective Account Party by such Lender Issuing Bank or any Participant (with a copy of which demand shall be sent by such demand Issuing Bank or such Participant to the Administrative Agent), the respective Account Party shall pay to the Agent for the account of such Lender Issuing Bank or such Participant such additional amount or amounts sufficient to as will compensate such Lender for such increased cost provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce reduction in the amount ofreceivable or reduction on the rate of return on its capital. Any Issuing Bank or any Participant, such increased cost and would notupon determining that any additional amounts will be payable pursuant to this Section 2.06, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as will give prompt written notice thereof to the amount of such increased costrespective Account Party, which notice shall include a certificate submitted to the Borrower and the Agent respective Account Party by such Lender, Issuing Bank or such Participant (a copy of which certificate shall be conclusive and binding sent by such Issuing Bank or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for all purposesthe calculation of such additional amount or amounts necessary to compensate such Issuing Bank or such Participant. The certificate required to be delivered pursuant to this Section 2.06 shall, absent manifest error. (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital or liquidity required or expected to , be maintained by such Lender or any corporation or other entity controlling such Lender final and that the amount of such capital is increased by or based upon the existence of such Lenders commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender (with a copy of such demand to the Agent), the Borrower shall pay to the Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital or liquidity to be allocable to the existence of such Lenders commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower and the Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. For on the avoidance of doubt, this Section 2.11(b) shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or implementedrespective Account Party.
Increased Costs. (a) IfIf at any time after the Relevant Effective Date, due to either (i) the introduction of or any change in applicable law, rule or regulation, guideline or in the interpretation of or administration thereof by the NAIC or any law Governmental Authority charged with the interpretation or regulation administration thereof, or (ii) the compliance by an Issuing Lender or any Participant with any guideline request or request from directive by any central bank or other governmental authority including, without limitation, any agency of the European Union or similar monetary or multinational such authority (whether or not having the force of law), there or any change in generally accepted accounting principles, shall be either (i) impose, modify or deem applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by such Issuing Lender or participated in by any Participant, or (ii) impose on such Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or any respective Letter of Credit, and the result of any of the foregoing is to increase in the cost to such Issuing Lender or any Lender Participant of agreeing to make issuing, maintaining or making, continuing, converting to, funding or maintaining Eurodollar Rate Advances (excluding for purposes of this Section 2.11(a) and Section 2.11(b) participating in any such increased costs resulting from (i) Taxes or taxes described in clauses (w) (z) Letter of the definition of Taxes, imposed on or with respect to any payment made by or on behalf of the Borrower, or Other Taxes (as to which Section 2.14 shall govern) and (ii) Other Connection Taxes that are imposed on or measured by overall net income, or that are franchise taxes or branch profits taxes), then the Borrower shall, from time to time, upon demand by such Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need forCredit, or reduce the amount ofof any sum received or receivable by such Issuing Lender or any Participant hereunder, then, upon demand to the respective Revolving Borrower by such Issuing Lender or such Participant (a copy of which notice shall be sent by such Issuing Lender or such Participant to the Administrative Agent), such Revolving Borrower shall, subject to the provisions of Section 2.10(g) (to the extent applicable), pay to such Issuing Lender or such Participant the additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lenderor reduction. A certificate as to the amount of such increased cost, submitted to the respective Revolving Borrower and by an Issuing Lender or a Participant, as the Agent case may be (a copy of which certificate shall be sent by such LenderIssuing Lender or such Participant to the Administrative Agent), setting forth the basis for the determination of such additional amount or amounts necessary to compensate such Issuing Lender or such Participant as aforesaid, shall be conclusive and binding for all purposeson such Revolving Borrower, absent manifest error. (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect , as to the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lenders commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender (with a copy of such demand to the Agent), the Borrower shall pay to the Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital or liquidity to be allocable to the existence of such Lenders commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower and the Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. For the avoidance of doubt, this Section 2.11(b) shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or implementedthereof.
Increased Costs. (a) IfIf the adoption of, due to either (i) the introduction of or any change in in, any Requirements of Law, Regulatory Costs or in the interpretation of or application thereof by any law Governmental Authority, or regulation or (ii) the compliance by Buyer with any guideline request or request from any central bank or other governmental authority including, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, continuing, converting to, funding or maintaining Eurodollar Rate Advances (excluding for purposes of this Section 2.11(a) and Section 2.11(b) any such increased costs resulting from (i) Taxes or taxes described in clauses (w) (z) of the definition of Taxes, imposed on or with respect to any payment made by or on behalf of the Borrower, or Other Taxes (as to which Section 2.14 shall govern) and (ii) Other Connection Taxes that are imposed on or measured by overall net income, or that are franchise taxes or branch profits taxes), then the Borrower shall, from time to time, upon demand by such Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority directive (whether or not having the force of law) affects from any central bank or would affect other Governmental Authority having jurisdiction over Buyer made after the date of this Agreement, shall: (a) subject Buyer to any Taxes (other than (i) Indemnified Taxes, (ii) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes or (iii) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, (b) impose, modify or hold applicable any reserve, special deposit, compulsory loan, Regulatory Costs or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of Buyer, or (c) impose on Buyer any other condition; and the result of any of the preceding clauses (a), (b) and (c) is to increase the cost to Buyer, by an amount of capital or liquidity required or expected that Buyer deems to be maintained by such Lender material, of entering into, continuing or maintaining Transactions, or to reduce any corporation or other entity controlling such Lender and that amount receivable under the amount of such capital is increased by or based upon the existence of such Lenders commitment to lend hereunder and other commitments of this typeRepurchase Documents in respect thereof, then, in any such case, upon demand by such Lender not less than thirty (with a copy of such demand 30) days prior written notice to the Agent)Sellers, the Borrower Sellers shall pay to Buyer such additional amount or amounts as reasonably necessary to fully compensate Buyer for such increased cost or reduced amount receivable; provided, however, that Buyer shall not treat Sellers differently than other similarly situated customers in requiring the Agent for the account payment of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender amount or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital or liquidity to be allocable to the existence of such Lenders commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower and the Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. For the avoidance of doubt, this Section 2.11(b) shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or implementedamounts.
Increased Costs. If any Change in Law shall: (a) Ifimpose, due modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or the Issuing Bank; (b) subject any Lender or Issuing Bank to either any tax of any kind whatsoever with respect to this Agreement, any Letter of Credit Accommodation, any participation in a Letter of Credit Accommodation or any Eurodollar Rate Loan made by it, or change the basis of taxation of payments to such Lender or the Issuing Bank in respect thereof (i) except for Taxes or Other Taxes covered by Section 6.5 and the introduction of imposition of, or any change in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority including, without limitationrate of, any agency of taxes payable by such Lender or the European Union or similar monetary or multinational authority (whether or not having the force of lawIssuing Bank described in Sections 6.5(a), there shall be any increase in the cost to any Lender of agreeing to make or making, continuing, converting to, funding or maintaining Eurodollar Rate Advances (excluding for purposes of this Section 2.11(a) and Section 2.11(b) any such increased costs resulting from (i) Taxes or taxes described in clauses (w) (z) of the definition of Taxes, imposed on or with respect to any payment made by or on behalf of the Borrower, or Other Taxes (as to which Section 2.14 shall governb) and (iic)); or (c) Other Connection Taxes that are imposed impose on or measured by overall net income, or that are franchise taxes or branch profits taxes), then the Borrower shall, from time to time, upon demand by such Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender determines that compliance with or Issuing Bank or the London interbank market any law other condition, cost or regulation expense affecting this Agreement or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital or liquidity required or expected to be maintained Eurodollar Rate Loans made by such Lender or any corporation Letter of Credit Accommodation or other entity controlling participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender and that of making or maintaining any Eurodollar Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or Issuing Bank of participating in, issuing or maintaining any Letter of Credit Accommodation (or of maintaining its obligation to participate in or to issue any Letter of Credit Accommodation), or to reduce the amount of any sum received or receivable by such capital is increased by Lender or based upon the existence Issuing Bank hereunder (whether of such Lenders commitment to lend hereunder and principal, interest or any other commitments of this type, amount) then, upon demand by request of such Lender (with a copy of such demand to the Agent)or Issuing Bank, the Borrower shall Borrowers will pay to such Lender or Issuing Bank, as the Agent for the account of case may be, such Lender, from time to time additional amount or amounts as specified by such Lender, additional amounts sufficient to will compensate such Lender or Issuing Bank, as the case may be, for such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital additional costs incurred or liquidity to be allocable to the existence of such Lenders commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower and the Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. For the avoidance of doubt, this Section 2.11(b) shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or implementedreduction suffered.
Increased Costs. (a) If, due to either (i) after the introduction of date hereof, the adoption of, or any change in, any applicable law, rule or regulation, or any change in or in the interpretation or administration of any law applicable law, rule or regulation or (ii) the compliance with by any guideline or request from any governmental authority, central bank or other governmental authority includingcomparable agency charged with the interpretation or administration thereof, without limitation, or compliance by any agency of the European Union Lender with any request or similar monetary or multinational authority directive (whether or not having the force of law), there shall be any increase in the cost to any Lender ) of agreeing to make or making, continuing, converting to, funding or maintaining Eurodollar Rate Advances (excluding for purposes of this Section 2.11(a) and Section 2.11(b) any such increased costs resulting from authority, central bank or comparable agency: (i) Taxes shall impose, modify or taxes deem applicable any reserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the LIBOR Rate pursuant to Section 4), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on any Lender any other monetary condition affecting its LIBOR Loans, its Note or its obligation to make LIBOR Loans; and the result of anything described in clauses (w) (z) of the definition of Taxes, imposed on or with respect to any payment made by or on behalf of the Borrower, or Other Taxes (as to which Section 2.14 shall governi) and (ii) Other Connection Taxes that are imposed above is to increase the cost to (or to impose a cost on) such Lender (or any LIBOR Office of such Lender) of making or maintaining any LIBOR Loan, or to reduce the amount of any sum received or receivable by such Lender (or its LIBOR Office) 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 Administrative Agent), the Borrowers shall, jointly and severally, pay directly to such Lender such additional amount as will compensate such Lender for such increased cost or such reduction, so long as such amounts have accrued on or measured by overall net incomeafter the day which is ninety (90) days prior to the date on which such Lender first made demand thereof. (b) If any 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 any Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lenders or such controlling Persons capital as a consequence of such Lenders obligations hereunder to a level below that are franchise taxes which such Lender or branch profits taxes)such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Lenders or such controlling Persons policies with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then the Borrower shall, from time to time, upon demand by such Lender (with 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 such demand which shall be furnished to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lenders commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall Borrowers shall, jointly and severally pay to the Agent for the account of such Lender, from time to time Lender such additional amount as specified by such Lender, additional amounts sufficient to will compensate such Lender or such corporation in controlling Person for such reduction so long as such amounts have accrued on or after the light of such circumstances, day which is one hundred eighty (180) days prior to the extent that date on which such Lender reasonably determines first made demand therefor. Notwithstanding the foregoing in this subsection (b), if any Lender becomes entitled to claim any additional amounts pursuant to this Section 8.1(b), Borrowers shall not be required to pay same unless they are the result of requirements imposed generally on lenders similar to such increase in capital Lender and not the result of some specific reserve or liquidity to be allocable to the existence similar requirement imposed on such Lender as a result of such Lenders commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower and the Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. For the avoidance of doubt, this Section 2.11(b) shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or implementedspecial circumstances.
Increased Costs. (a) If, due to either (i) after the introduction of date hereof, the adoption of, or any change in, any applicable law, rule or regulation, or any change in or in the interpretation or administration of any law applicable law, rule or regulation or (ii) the compliance with by any guideline or request from any governmental authority, central bank or other governmental authority includingcomparable agency charged with the interpretation or administration thereof, without limitation, or compliance by any agency of the European Union Lender with any request or similar monetary or multinational authority directive (whether or not having the force of law), there shall be any increase in the cost to any Lender ) of agreeing to make or making, continuing, converting to, funding or maintaining Eurodollar Rate Advances (excluding for purposes of this Section 2.11(a) and Section 2.11(b) any such increased costs resulting from authority, central bank or comparable agency: (i) Taxes shall impose, modify or taxes deem applicable any reserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the Eurocurrency Rate pursuant to Section 4), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on any Lender any other condition affecting its Eurocurrency Rate Loans, its Note or its obligation to make Eurocurrency Rate Loans; and the result of anything described in clauses (w) (z) of the definition of Taxes, imposed on or with respect to any payment made by or on behalf of the Borrower, or Other Taxes (as to which Section 2.14 shall governi) and (ii) Other Connection Taxes that are imposed above is to increase the cost to (or to impose a cost on) such Lender (or any Eurocurrency Rate Office of such Lender) of making or maintaining any Eurocurrency Rate, or to reduce the amount of any sum received or receivable by such Lender (or its Eurocurrency Rate Office) 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 Administrative Agent), the Company shall pay directly to such Lender such additional amount as will compensate such Lender for such increased cost or such reduction, so long as such amounts have accrued on or measured by overall net incomeafter the day which is 180 days prior to the date on which such Lender first made demand therefor. (b) If any 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 any Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lenders or such controlling Persons capital as a consequence of such Lenders obligations hereunder or under any Letter of Credit to a level below that are franchise taxes which such Lender or branch profits taxes)such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Lenders or such controlling Persons policies with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then the Borrower shall, from time to time, upon demand by such Lender (with 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 such demand which shall be furnished to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lenders commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower Company shall pay to the Agent for the account of such Lender, from time to time Lender such additional amount as specified by such Lender, additional amounts sufficient to will compensate such Lender or such corporation in controlling Person for such reduction so long as such amounts have accrued on or after the light of such circumstances, day which is 180 days prior to the extent that date on which such Lender reasonably determines such increase in capital or liquidity to be allocable to the existence of such Lenders commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower and the Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. For the avoidance of doubt, this Section 2.11(b) shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or implementedfirst made demand therefor.
Increased Costs. (a) IfIf the adoption of, due to either (i) the introduction of or any change in in, any Requirements of Law or in the interpretation of or application thereof by any law Governmental Authority, or regulation or (ii) the compliance by Buyer with any guideline request or request from any central bank or other governmental authority including, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, continuing, converting to, funding or maintaining Eurodollar Rate Advances (excluding for purposes of this Section 2.11(a) and Section 2.11(b) any such increased costs resulting from (i) Taxes or taxes described in clauses (w) (z) of the definition of Taxes, imposed on or with respect to any payment made by or on behalf of the Borrower, or Other Taxes (as to which Section 2.14 shall govern) and (ii) Other Connection Taxes that are imposed on or measured by overall net income, or that are franchise taxes or branch profits taxes), then the Borrower shall, from time to time, upon demand by such Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority directive (whether or not having the force of law) affects from any central bank or would affect other Governmental Authority having jurisdiction over Buyer made after the date of this Agreement, shall: (a) subject Buyer to any Taxes (other than (i) Indemnified Taxes, (ii) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes or (iii) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, (b) impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of Buyer, or (c) impose on Buyer any other condition (other than Taxes); and the result of any of the preceding clauses (a), (b) and (c) is to increase the cost to Buyer, by an amount of capital or liquidity required or expected that Buyer deems to be maintained by such Lender material, of entering into, continuing or maintaining Transactions, or to reduce any corporation or other entity controlling such Lender and that amount receivable under the amount of such capital is increased by or based upon the existence of such Lenders commitment to lend hereunder and other commitments of this typeRepurchase Documents in respect thereof, then, in any such case, upon demand by such Lender not less than thirty (with a copy of such demand 30) days prior written notice to the Agent)Seller, the Borrower Seller shall pay to Buyer such additional amount or amounts as reasonably necessary to fully compensate Buyer for such increased cost or reduced amount receivable; provided, however, that Buyer shall not treat Seller differently than other similarly situated customers in requiring the Agent for the account payment of such Lender, from time to time as specified by such Lender, additional amounts sufficient amount or amounts. Seller shall not be required to compensate such Lender Buyer pursuant to Section 12.04(a) for any increased costs or such corporation in the light of such circumstancesreductions, or Section 12.06(c)(i) for any amount required to be indemnified thereby, incurred more than 18 months prior to the extent date that such Lender reasonably determines such increase Buyer notifies Seller of the change in capital or liquidity to be allocable to the existence Requirement of such Lenders commitment to lend hereunder. A certificate as Law giving rise to such amounts submitted indemnity under Section 12.04(a), or obligation to the Borrower indemnity under Section 12.06(c)(i), as applicable, and the Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. For the avoidance of doubt, this Section 2.11(b) shall apply Buyers intention to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or implementedclaim compensation therefor.
Increased Costs. (a) IfIf after the Escrow Closing Date, due to either (i) the introduction adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation of or administration thereof by any law or regulation or (ii) the compliance with any guideline or request from any Governmental Authority, central bank or other governmental authority includingcomparable agency charged with the interpretation or administration thereof, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), there shall be any increase in the cost to compliance by any Lender of agreeing to make (or making, continuing, converting to, funding or maintaining Eurodollar Rate Advances (excluding for purposes of this Section 2.11(a) and Section 2.11(b) any such increased costs resulting from (i) Taxes or taxes described in clauses (w) (z) of the definition of Taxes, imposed on or with respect to any payment made by or on behalf of the Borrower, or Other Taxes (as to which Section 2.14 shall govern) and (ii) Other Connection Taxes that are imposed on or measured by overall net income, or that are franchise taxes or branch profits taxes), then the Borrower shall, from time to time, upon demand by such Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (bOffice) If any Lender determines that compliance with any law request or regulation or any guideline or request from any central bank or other governmental authority directive (whether or not having the force of law) affects of any such authority, central bank or would affect comparable agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, insurance assessment or similar requirement against Letters of Credit issued or participated in by, assets of, deposits with or for the account of or credit extended by, any Lender (or its Applicable Lending Office) or shall impose on any Lender (or its Applicable Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition affecting its Euro-Dollar Loans, Notes, obligation to make Euro-Dollar Loans or obligations hereunder in respect of Letters of Credit, and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan, or of issuing or participating in any Letter of Credit, or to reduce the amount of capital any sum received or liquidity required or expected to be maintained receivable by such Lender (or any corporation its Applicable Lending Office) under this Agreement or other entity controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lenders commitment to lend hereunder and other commitments of this typeunder its Notes with respect thereto, then, upon within fifteen (15) days after demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Agent for the account of such LenderLender such additional amount or amounts, from time to time as specified determined by such LenderLender in good faith, additional amounts sufficient to as will compensate such Lender for such increased cost or such corporation in the light of such circumstancesreduction, solely to the extent that any such additional amounts were incurred by the Lender reasonably determines such increase in capital or liquidity to be allocable to the existence within ninety (90) days of such Lenders commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower and the Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. For the avoidance of doubt, this Section 2.11(b) shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or implementeddemand.
Increased Costs. If any Change in Law shall: (a) Ifimpose, due modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Adjusted Eurodollar Rate) or the Issuing Bank; (b) subject any Lender or the Issuing Bank to either any tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any Eurodollar Loan made by it, or change the basis of taxation of payments to such Lender or the Issuing Bank in respect thereof (i) except for Taxes or Other Taxes covered by Section 6.8 and the introduction of imposition of, or any change in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority including, without limitationrate of, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, continuing, converting to, funding or maintaining Eurodollar Rate Advances (excluding for purposes of this Section 2.11(a) and Section 2.11(b) any such increased costs resulting from (i) Taxes or taxes described in clauses (w) (z) of the definition of Taxes, imposed on or with respect to any payment made by or on behalf of the Borrower, or Other Taxes (as to which Section 2.14 shall govern) and (ii) Other Connection Taxes that are imposed on or measured by overall net income, or that are franchise taxes or branch profits taxes), then the Borrower shall, from time to time, upon demand payable by such Lender or the Issuing Bank described in Section 6.8 hereof); or (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictionsc) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If impose on any Lender determines that compliance with or the Issuing Bank or the London interbank market any law other condition, cost or regulation expense affecting this Agreement or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital or liquidity required or expected to be maintained Eurodollar Rate Loans made by such Lender or any corporation Letter of Credit or other entity controlling participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender and that of making or maintaining any Eurodollar Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such capital is increased by Lender or based upon the existence Issuing Bank hereunder (whether of such Lenders commitment to lend hereunder and principal, interest or any other commitments of this type, amount) then, upon demand by request of such Lender (with a copy of such demand to or the Agent)Issuing Bank, the Borrower shall Borrowers will pay to such Lender or the Agent for Issuing Bank, as the account of case may be, such Lender, from time to time additional amount or amounts as specified by such Lender, additional amounts sufficient to will compensate such Lender or the Issuing Bank, as the case may be, for such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital additional costs incurred or liquidity to be allocable to the existence of such Lenders commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower and the Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. For the avoidance of doubt, this Section 2.11(b) shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or implementedreduction suffered.
Increased Costs. If any Change in Law shall: (a) Ifimpose, due modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Adjusted Eurodollar Rate) or the Issuing Lender; (b) subject any Lender or the Issuing Lender to either any tax of any kind whatsoever other than any Excluded Tax with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any Eurodollar Rate Loan made by it, or change the basis of taxation of payments to such Lender or the Issuing Lender in respect thereof (i) except for Taxes or Other Taxes covered by Section 4.5 or Excluded Taxes and the introduction of imposition of, or any change in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority including, without limitationrate of, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, continuing, converting to, funding or maintaining Eurodollar Rate Advances (excluding for purposes of this Section 2.11(a) and Section 2.11(b) any such increased costs resulting from (i) Taxes or taxes described in clauses (w) (z) of the definition of Taxes, imposed on or with respect to any payment made by or on behalf of the Borrower, or Other Taxes (as to which Section 2.14 shall govern) and (ii) Other Connection Taxes that are imposed on or measured by overall net income, or that are franchise taxes or branch profits taxes), then the Borrower shall, from time to time, upon demand payable by such Lender or the Issuing Lender described in Sections 4.5(d)); or (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost provided, however, that before making c) impose on any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased costIssuing Lender or the London interbank market any other condition, submitted to the Borrower and the Agent by such Lendercost or expense affecting this Agreement, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital or liquidity required or expected to be maintained Eurodollar Rate Loans made by such Lender or any corporation Letter of Credit or other entity controlling participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender and that of making or maintaining any Eurodollar Rate Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or the Issuing Lender of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received by such capital is increased by Lender or based upon the existence Issuing Lender hereunder (whether of such Lenders commitment to lend hereunder and principal, interest or any other commitments of this type, amount) then, upon demand by request of such Lender (with a copy of such demand to or the Agent)Issuing Lender, the Borrower shall Borrowers will pay to such Lender or the Agent for the account of such Issuing Lender, from time to time as specified by the case may be, such Lender, additional amount or amounts sufficient to as will compensate such Lender or the Issuing Lender, as the case may be, for such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital additional costs incurred or liquidity to be allocable to the existence of such Lenders commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower and the Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. For the avoidance of doubt, this Section 2.11(b) shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or implementedreduction suffered.
Increased Costs. If at any time after the date hereof (a) Ifany revision in or adoption of any Applicable Law, due to either (i) the introduction of rule, or any change in regulation or in the interpretation or administration thereof (i) shall subject any Lender or its Eurodollar lending office to any tax, duty, or other charge, or change the basis of taxation of payments to any law Lender with respect to any Loans or regulation Obligations bearing interest based on the LIBOR Rate, or (ii) the compliance with shall impose, modify or deem applicable any guideline or request from any central bank Reserve Requirements or other governmental authority includingreserve, without limitationinsurance, special deposit, or similar requirements against assets of, deposits with or for the account of, credit extended by any agency Lender or its Eurodollar lending office (other than any Reserve Requirement reflected in the LIBOR Rate), or impose on Lender or its Eurodollar lending office any other condition affecting any Loans or Letters of Credit, and (b) the result of any of the European Union or similar monetary or multinational authority foregoing is (whether or not having the force of law), there shall be any i) to increase in the cost to any Lender of agreeing to make or making, continuing, converting to, funding making or maintaining Eurodollar Rate Advances (excluding for purposes any Loans or Letters of this Section 2.11(a) and Section 2.11(b) any such increased costs resulting from (i) Taxes or taxes described in clauses (w) (z) of the definition of Taxes, imposed on or with respect to any payment made by or on behalf of the BorrowerCredit, or Other Taxes (as to which Section 2.14 shall govern) and (ii) Other Connection Taxes that are imposed on to reduce the amount of any sum receivable by any Lender or measured by overall net incomeits Eurodollar lending office, or that are franchise taxes or branch profits taxes), then the Borrower shall, from time to time, upon demand by such Lender (with a copy of such demand to the Agent), shall pay to the Agent for the account of the affected Lender within 15 days after demand by Agent such Lender additional amounts sufficient to amount as will compensate such Lender for such increased cost provided, however, that before making or reduction. The determination hereunder by Agent or any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the additional amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes, absent in the absence of manifest error. (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lenders commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender (with a copy of such demand to the Agent), the Borrower shall pay to the Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital or liquidity to be allocable to the existence of such Lenders commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower and the Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. For the avoidance of doubt, this Section 2.11(b) shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or implemented.
Increased Costs. (a) If, due to either (i) 15. INCREASED COSTS 15.1 Increased Costs If the introduction result of or any change in in, or in the interpretation of any law introduction of, law, regulation, treaty or regulation or (ii) the compliance with any guideline official directive or request from any central bank or other governmental authority including, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), there shall be but if not, being of a type with which that Lender or Lenders Affiliated Company is expected or required to comply) or any increase change in the interpretation or application thereof by a governmental body or regulatory authority, in any case after the date hereof or compliance by any Lender or any Lenders Affiliated Company with the same (including without limitation those relating to Taxation, reserve, special deposit, cash ratio, liquidity or capital adequacy requirements, any requirement relating to the manner in which the Lender or any Lenders Affiliated Company is required to allocate financial resources to provide for the making of or in relation to any Advance or any other form of banking or monetary controls) is that: (a) the cost to any Lender or any Lenders Affiliated Company of agreeing contributing to make or makingfunding such Lenders participation in any Advance or of maintaining such Lenders Commitment hereunder is increased relative to the amount of costs otherwise applicable; or (b) any amount payable to the Agent or to a Lender or any Lenders Affiliated Company or the effective return to the Agent or to a Lender or any Lenders Affiliated Company hereunder is reduced relative to the amount otherwise applicable; or (c) the Agent or a Lender or any Lenders Affiliated Company makes any payment or forgoes any interest or other return on, continuing, converting or calculated by reference to, funding any amount received or maintaining Eurodollar Rate Advances (excluding for purposes receivable by it from any of this Section 2.11(a) the Obligors hereunder; then and Section 2.11(b) any in each such increased costs resulting from case: (i) Taxes or taxes described such Lender shall notify the Obligors through the Agent in clauses (w) (z) writing of such event promptly upon its becoming aware of the definition of Taxes, imposed on or with respect to any payment made by or on behalf of the Borrower, or Other Taxes (as to which Section 2.14 shall govern) same; and (ii) Other Connection Taxes that are imposed on or measured by overall net income, or that are franchise taxes or branch profits taxes), then the Borrower shall, from time to time, upon demand by such Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lenders commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender (with a copy of such demand to the Agent), the Borrower shall pay to the Agent for the account of such Lender, from time to time as specified upon demand by such Lenderthe Lender through the Agent, additional amounts sufficient the Obligors shall pay to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital or liquidity to be allocable to the existence of such Lenders commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower and the Agent amount determined by such Lender as shall be conclusive and binding compensate the Lender or any Lenders Affiliated Company for all purposessuch increased costs, absent manifest errorreduction, payment or forgone interest or other return. For the avoidance of doubt, this Section 2.11(b15.2 Exceptions Clause 15.1 (Increased Costs) shall does not apply to all requests, rules, guidelines any increased cost: (a) compensated for under Clause 14 (Taxes); or directives concerning capital adequacy (b) Associated Costs according to Clause 9.7 (Associated Costs); or liquidity issued (c) attributable to any change in connection the rate of tax on the overall net income of a Lender or any Lenders Affiliated Company (or the overall net income of a division or branch of the Lender or any Lenders Affiliated Company) imposed in the jurisdiction in which its principal office or Facility Office for the time being is situated; or (d) attributable to the implementation or application of or compliance with the Dodd-Frank Wall Street Reform International Convergence of Capital Measurement and Consumer Protection Act and all requestsCapital Standards, rules, guidelines or directives concerning capital adequacy or liquidity promulgated a Revised Framework published by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices Supervision in June 2004 in the form existing on the date of this Agreement (Basel II) or any successor other law or similar authority) regulation which implements Basel II (whether such implementation, application or the United States financial regulatory authoritiescompliance is by a government, regardless regulator, Finance Party or any of the date adopted, issued, promulgated or implementedits Affiliates).
Appears in 2 contracts
Increased Costs. (a) If, due to either (i) If the introduction adoption of or any change in any Requirements of Law or in the interpretation of or application thereof by any law Governmental Authority or regulation or (ii) the compliance by Buyer with any guideline request or request from any central bank or other governmental authority including, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, continuing, converting to, funding or maintaining Eurodollar Rate Advances (excluding for purposes of this Section 2.11(a) and Section 2.11(b) any such increased costs resulting from (i) Taxes or taxes described in clauses (w) (z) of the definition of Taxes, imposed on or with respect to any payment made by or on behalf of the Borrower, or Other Taxes (as to which Section 2.14 shall govern) and (ii) Other Connection Taxes that are imposed on or measured by overall net income, or that are franchise taxes or branch profits taxes), then the Borrower shall, from time to time, upon demand by such Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority directive (whether or not having the force of law) affects from any central bank or would affect other Governmental Authority having jurisdiction over Buyer made after the date of this Agreement (a) shall subject Buyer to any Taxes of any kind whatsoever with respect to the Repurchase Documents, any Purchased Asset or any Transaction, or change the basis of taxation of payments to Buyer in respect thereof (except for Excluded Taxes and any changes in the rate of tax on Buyer's overall net income), (b) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of Buyer, or (c) shall impose on Buyer any other condition; and the result of any of the preceding clauses (a), (b) and (c) is to increase the cost to Buyer, by an amount of capital or liquidity required or expected that Buyer deems to be maintained by such Lender material, of entering into, continuing or maintaining Transactions, or to reduce any corporation or other entity controlling such Lender and that amount receivable under the amount of such capital is increased by or based upon the existence of such Lenders commitment to lend hereunder and other commitments of this typeRepurchase Documents in respect thereof, then, upon demand by in any such Lender (with a copy of such demand to the Agent)case, the Borrower Seller shall pay to the Agent Buyer such additional amount or amounts as reasonably necessary to fully compensate Buyer for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender increased cost or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital or liquidity to be allocable to the existence of such Lenders commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower and the Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. For the avoidance of doubt, this Section 2.11(b) shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or implementedreduced amount receivable.
Increased Costs. If at any time a Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to the making, continuing or converting, the commitment to make or the maintaining of any Eurodollar Loan or any participation therein, including subjecting any Lender to any taxes (aother than Taxes, Other Taxes and the excluded taxes described in the definition of Taxes) Ifon its loans, due to either loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, because of (i) the introduction of or any change since the date of this Credit Agreement in any applicable law, governmental rule, regulation, guideline or order (or in the interpretation or administration thereof and including the introduction of any new law or regulation or (ii) the compliance with any governmental rule, regulation, guideline or request from any central bank or other governmental authority such order) including, without limitation, the imposition, modification or deemed applicability of any agency reserves, deposits, liquidity or similar requirements (such as, for example, but not limited to, a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the extent included in the computation of the European Union Adjusted Eurodollar Rate) or similar monetary or multinational authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, continuing, converting to, funding or maintaining Eurodollar Rate Advances (excluding for purposes of this Section 2.11(a) and Section 2.11(b) any such increased costs resulting from (i) Taxes or taxes described in clauses (w) (z) of the definition of Taxes, imposed on or with respect to any payment made by or on behalf of the Borrower, or Other Taxes (as to which Section 2.14 shall govern) and (ii) Other Connection Taxes that are imposed on or measured by overall net income, or that are franchise taxes or branch profits taxes), other circumstances affecting the London interbank Eurodollar market; then the Borrower shall, from time to time, upon demand by such Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lenders commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender (with a copy of such demand to the Agent), the Borrower shall pay to the Agent for the account of such LenderLender promptly upon written demand therefor, from time to time as specified by such Lender, additional amounts sufficient (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender may determine in its sole discretion) as may be required to compensate such Lender or for such corporation increased costs or reductions in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital or liquidity to be allocable to the existence of such Lenders commitment to lend amounts receivable hereunder. A certificate as to such amounts submitted to the Borrower Each determination and the Agent calculation made by such a Lender shall be conclusive and binding for all purposesunder this Section 4.1 shall, absent manifest error, be binding and conclusive on the parties hereto. For Notwithstanding anything herein to the avoidance of doubtcontrary, this Section 2.11(b(i) shall apply to all requests, rules, guidelines guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or directives concerning capital adequacy any successor or liquidity issued similar authority) or by United States or foreign regulatory authorities, in connection with each case pursuant to Basel III, and (ii) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines guidelines, requirements and directives thereunder or directives concerning capital adequacy issued in connection therewith or liquidity promulgated by the Bank for International Settlementsin implementation thereof, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authoritiesshall in each case be deemed to be a change in law, regardless of the date enacted, adopted, issued, promulgated issued or implemented.
Increased Costs. (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance with any directive, guideline or request from any central bank or other governmental authority including, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), in each case after the date hereof (or with respect to any Lender (or the Administrative Agent), if later, the date on which such Lender (or the Administrative Agent) becomes a Lender (or the Administrative Agent)), there shall be any increase in the cost to any Lender or the Administrative Agent of agreeing to make or making, continuing, converting to, funding or maintaining Eurodollar Rate Advances (excluding for purposes of this Section 2.11(a) and Section 2.11(b) 2.11 any such increased costs resulting from (i) Taxes or taxes described in clauses (w) (z) of the definition of Taxes, imposed on or with respect to any payment made by or on behalf of the Borrower, or Other Taxes (as to which such Lender is indemnified under Section 2.14 shall govern) and 2.14, (ii) Other Connection Taxes that are imposed on or measured by overall net incomeExcluded Taxes, or that are franchise taxes or branch profits taxes(iii) Other Taxes), then the Borrower shall, shall from time to time, upon demand by such Lender or the Administrative Agent (with a copy of such demand to the Administrative Agent, if applicable), pay to the Administrative Agent for the account of such Lender (or for its own account, if applicable) additional amounts sufficient to compensate such Lender or the Administrative Agent for such increased cost provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lendercost. A certificate as to the amount of describing such increased cost, submitted costs in reasonable detail delivered to the Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest demonstrable error. (b) If any Lender reasonably determines that compliance with any law or regulation or any directive, guideline or request from any central bank or other governmental authority including, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law) ), in each case promulgated or given after the date hereof (or with respect to any Lender, if later, the date on which such Lender becomes a Lender), affects or would affect the amount of capital capital, insurance or liquidity required or expected to be maintained by such Lender or its Applicable Lending Office or any corporation or other entity controlling such Lender and that the amount of such capital capital, insurance or liquidity is increased by or based upon the existence of such Lenders commitment to lend hereunder and other commitments of this type, thenthe Borrower shall, from time to time upon demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital capital, insurance or liquidity to be allocable to the existence of such Lenders Advances or commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower and the Administrative Agent by such Lender shall be conclusive and binding for all purposes, absent manifest demonstrable error. For the avoidance of doubt, (c) Notwithstanding anything in this Section 2.11(b2.11 to the contrary, for purposes of this Section 2.11, (A) shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Dodd-Dodd Frank Wall Street Reform and Consumer Protection Act and the rules and regulations issued thereunder or in connection therewith or in implementation thereof, and (B) all requests, rules, guidelines or directives concerning capital adequacy or liquidity and directions promulgated by the Bank for International Settlements, Settlements or the Basel Committee on Banking Regulations and Supervisory Practices Supervision (or any similar or successor or similar authority) agency, or the United States financial or foreign regulatory authorities, regardless of in each case, pursuant to Basel III) shall be deemed to have been enacted following the date adoptedhereof (or with respect to any Lender, issuedif later, promulgated or implementedthe date on which such Lender becomes a Lender). Notwithstanding the foregoing in this Section 2.11, no Lender shall demand compensation pursuant to this Section 2.11(c) unless such Lender is generally making corresponding demands on similarly situated borrowers in comparable credit facilities to which such Lender is a party.
Increased Costs. (ai) If, due to either (i) after the introduction of Closing Date, the adoption of, or any change in, any applicable law, rule, regulation or treaty, or any change in or in the interpretation or administration of any law applicable law, rule or regulation or (ii) the compliance with by any guideline or request from any governmental authority, central bank or other governmental authority including, without limitation, any comparable agency of charged with the European Union interpretation or similar monetary or multinational authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, continuing, converting to, funding or maintaining Eurodollar Rate Advances (excluding for purposes of this Section 2.11(a) and Section 2.11(b) any such increased costs resulting from (i) Taxes or taxes described in clauses (w) (z) of the definition of Taxes, imposed on or with respect to any payment made by or on behalf of the Borroweradministration thereof, or Other Taxes (as to which Section 2.14 shall govern) and (ii) Other Connection Taxes that are imposed on or measured by overall net income, or that are franchise taxes or branch profits taxes), then the Borrower shall, from time to time, upon demand by such Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making or issuance of such a designation would avoid the need forany request, or reduce the amount ofrule, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority directive (whether or not having the force of law) affects by any governmental authority, or would affect compliance by Bank with any request or directive (whether or not having the amount force of capital law) of any such authority, central bank or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lenders commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender comparable agency including (with a copy of such demand to the Agent), the Borrower shall pay to the Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital or liquidity to be allocable to the existence of such Lenders commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower and the Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. For the avoidance of doubt, this Section 2.11(bx) shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy thereunder or liquidity issued in connection therewith, and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices Supervision (or any successor or similar authority) or the United States financial or foreign regulatory authorities, regardless in each case pursuant to Basel III: (A) shall impose, modify or deem applicable any reserve (including any reserve imposed by the Board of Governors of the Federal Reserve System (or any successor thereto)), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by Bank; (B) shall subject Bank to any Taxes (other than Excluded Taxes or Indemnified Taxes) on its loans, loan principal, letters of credit, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (C) shall impose on Bank any other condition (other than Taxes) affecting its LIBOR Loans, its Note or its obligation to make LIBOR Loans; and the result of anything described in clauses (A), (B) or (C) above is to increase the cost to (or to impose a cost on) Bank (or any LIBOR Office) of making or maintaining any LIBOR Loan, or to reduce the amount of any sum received or receivable by Bank (or any LIBOR Office) under this Agreement or under its Note with respect thereto, then within twenty (20) Business Days after demand by Bank (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), Borrower shall pay to Bank such additional amount as will compensate Bank or such controlling Person for such reduction so long as such amounts have accrued on or after the day which is 180 days prior to the date adoptedon which Bank first made demand therefor. (ii) If Bank shall reasonably determine that any change in, issuedor 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 Bank or any Person controlling Bank with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency including (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith, and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or implementedany successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, has or would have the effect of reducing the rate of return on Bank's or such controlling Person's capital as a consequence of Bank's obligations hereunder to a level below that which Bank or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration Bank's or such controlling Person's policies with respect to capital adequacy) by an amount deemed by Bank or such controlling Person to be material, then from time to time, within twenty (20) Business Days after demand by Bank (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 Bank), Borrower shall pay to Bank such additional amount as will compensate Bank or such controlling Person for such reduction so long as such amounts have accrued on or after the day which is 180 days prior to the date on which Bank first made demand therefor.
Increased Costs. (a) If, due to either (i) the introduction of or any change in or in the interpretation interpretation, administration or application of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority including, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), there shall be any increase in the cost to any Lender Party of agreeing to make or making, continuing, converting to, funding or maintaining Eurodollar Eurocurrency Rate Advances or of agreeing to issue or of issuing or maintaining or participating in Letters of Credit or of agreeing to make or of making or maintaining Letters of Credit Advances (excluding for purposes of this Section 2.11(a) and Section 2.11(b) 2.12 any such increased costs resulting from (i) Taxes or taxes described in clauses (w) (z) of the definition of Taxes, imposed on or with respect to any payment made by or on behalf of the Borrower, or Other Taxes (as to which Section 2.14 2.15 shall govern) and ), (ii) Other Connection Taxes that are imposed on or measured by changes in the basis of taxation of overall net income, income or that are franchise taxes overall gross income by the United States or branch profits taxesby the foreign jurisdiction or state under the laws of which such Lender Party is organized or has its Applicable Lending Office or any political subdivision thereof and (iii) FATCA), then the Borrower shall, shall from time to time, upon demand by such Lender Party (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender Party additional amounts sufficient to compensate such Lender Party for such increased cost cost; provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such LenderLender Party, be otherwise disadvantageous to such LenderLender Party. A certificate as to the amount of such increased cost, submitted to the Borrower and the Agent by such LenderLender Party, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lenders commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender (with a copy of such demand to the Agent), the Borrower shall pay to the Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital or liquidity to be allocable to the existence of such Lenders commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower and the Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. For the avoidance of doubt, this Section 2.11(b) shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or implemented.
Increased Costs. (a) If, due to either after the date hereof, any Change in Law: (i) shall impose, modify or deem applicable any reserve (including any reserve imposed by the introduction of or FRB, but excluding any change in or reserve included in the interpretation determination of any law the LIBO Rate pursuant to Section 3), special deposit, compulsory loan, insurance charge or regulation similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by Lender; (ii) the compliance with subject any guideline or request from Recipient to any central bank Taxes (other than Indemnified Taxes and Excluded Taxes) on its loan, loan principal, letters of credit, commitments or other governmental authority includingobligations, without limitationor its deposit reserves, other liabilities or capital attributable thereto; or (iii) shall impose on Lender any agency of the European Union other condition affecting its LIBOR Loans, its Note or similar monetary or multinational authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing its obligation to make or making, continuing, converting to, funding or maintaining Eurodollar Rate Advances (excluding for purposes LIBOR Loans; and the result of this Section 2.11(a) and Section 2.11(b) any such increased costs resulting from (i) Taxes or taxes anything described in clauses (wi), (ii) and (ziii) above is to increase the cost to (or to impose a cost on) Lender (or any LIBOR Office of Lender) of making or maintaining any LIBOR Loan, or to reduce the definition amount of Taxesany sum received or receivable by Lender (or its LIBOR Office) (whether of principal, imposed interest or any other amount) under this Agreement or under its Note with respect thereto, then upon demand by 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), Borrowers shall pay directly to Lender such additional amount as will compensate Lender for such increased cost or such reduction, so long as such amounts have accrued on or after the day which is nine months prior to the date on which Lender first made demand therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). (b) If Lender shall reasonably determine that any Change in Law regarding capital adequacy, affecting Lender, or any lending office of Lender, or Lender's holding company, if any, has or would have the effect of reducing the rate of return on Lender's or Lender's holding company's, if any, capital as a consequence of Lender's obligations hereunder or under any Letter of Credit to a level below that which Lender or such controlling Person could have achieved but for such Change in Law (taking into consideration Lender's or such controlling Person's policies with respect to any payment made capital adequacy) by an amount deemed by Lender or on behalf of the Borrower, or Other Taxes (as such controlling Person to which Section 2.14 shall govern) and (ii) Other Connection Taxes that are imposed on or measured by overall net income, or that are franchise taxes or branch profits taxes)be material, then the Borrower shall, from time to time, upon demand by such Lender (with which demand shall be accompanied by a copy of statement setting forth the basis for such demand to and a calculation of the Agentamount thereof in reasonable detail), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost providedBorrowers, howeverjointly and severally, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lenders commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender (with a copy of such demand to the Agent), the Borrower shall pay to the Agent for the account of Lender such Lender, from time to time additional amount as specified by such Lender, additional amounts sufficient to will compensate such Lender or such corporation in controlling Person for such reduction so long as such amounts have accrued on or after the light of such circumstances, day which is nine months prior to the extent that such date on which Lender reasonably determines such increase first made demand therefor (except that, if the Change in capital or liquidity to be allocable to the existence of such Lenders commitment to lend hereunder. A certificate as Law giving rise to such amounts submitted increased costs or reductions is retroactive, then the nine-month period referred to the Borrower and the Agent by such Lender above shall be conclusive and binding for all purposes, absent manifest error. For extended to include the avoidance period of doubt, this Section 2.11(b) shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or implementedretroactive effect thereof).
Increased Costs. (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation after the date hereof or (ii) the compliance with any guideline or request from any central bank or other governmental authority including, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law)) promulgated after the date hereof, there shall be any increase in the cost to any Lender of agreeing to make or making, continuing, converting to, funding or maintaining Eurodollar Rate Advances (excluding for purposes of this Section 2.11(a) and Section 2.11(b) 2.11 any such increased costs resulting from (i) Taxes or taxes described in clauses (w) (z) of the definition of Taxes, imposed on or with respect to any payment made by or on behalf of the Borrower, or Other Taxes (as to which Section 2.14 shall govern) and ), (ii) Other Connection Taxes that are imposed on or measured by changes in the basis of taxation of overall net income, income or that are franchise taxes overall gross income by the United States or branch profits taxesby the foreign jurisdiction or state under the laws of which such Lender is organized or has its Applicable Lending Office or any political subdivision thereof and (iii) FATCA), then the Borrower shall, shall from time to time, upon within five Business Days after demand by such Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost cost; provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lenders commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender (with a copy of such demand to the Agent), the Borrower shall pay to the Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital or liquidity to be allocable to the existence of such Lenders commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower and the Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. For the avoidance of doubt, this Section 2.11(b) shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or implemented.
Appears in 1 contract Term Loan Agreement (Ca, Inc.),
Increased Costs. (a) If, due to either If any Change in Law after the Effective Date shall (i) change the introduction basis of taxation of payment to Lender of the principal of or interest on the Loans or the Notes or any change other amounts payable hereunder (except for (x) Indemnified Taxes, (y) taxes described in or in the interpretation of any law or regulation Section 4.04(a), and (z) Connection Income Taxes) or (ii) the compliance with any guideline or request from any central bank or other governmental authority including, without limitation, any agency of the European Union change official reserve or similar monetary or multinational authority requirements (whether or not having except any reserve requirements reflected in calculating the force Index) that has the effect of law), there shall be any increase in the cost to any Lender of agreeing to make or making, continuing, converting to, funding or maintaining Eurodollar Rate Advances (excluding for purposes of this Section 2.11(a) and Section 2.11(b) any such increased costs resulting from (i) Taxes or taxes described in clauses (w) (z) of the definition of Taxes, imposed on or with respect to any payment made by or on behalf of the Borrower, or Other Taxes (as to which Section 2.14 shall govern) and (ii) Other Connection Taxes that are imposed on or measured by overall net income, or that are franchise taxes or branch profits taxes), then the Borrower shall, from time to time, upon demand by such Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect increasing the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and that the amount of such capital is increased by or based upon on the existence of such Lenders commitment to lend the Commitments or Loans hereunder and other commitments of this typeor its obligations hereunder, then, upon demand in any such event, Lender shall promptly give notice (by such Lender (with a copy telephone promptly confirmed in writing) to Borrower, which notice shall show in reasonable detail the basis for calculation of such demand additional amounts. Thereafter, Borrower agrees to the Agent), the Borrower shall pay to Lender, upon Lender's written request therefor, such additional amounts (in the Agent form of an increased rate of, or a different method of calculating, interest or otherwise as Lender in its reasonable discretion shall determine) as shall be required to compensate Lender for such increased costs or reductions in the account rate of return to Lender. In determining such additional amounts, Lender will act reasonably and in good faith and will use calculation methods which are reasonable, provided that such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light 's determination of such circumstances, to the extent that such Lender reasonably determines such increase in capital or liquidity to be allocable to the existence of such Lenders commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower and the Agent by such Lender shall be conclusive and binding for all purposescompensation owing under this Section 1.07 shall, absent manifest error. For , be final and conclusive and binding on all the avoidance of doubt, this Section 2.11(b) shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or implementedparties hereto.
Increased Costs. (a) IfIf the Administrator, due to either the Issuer or any of their respective Affiliates (each an "Affected Person") reasonably determines that the existence of or compliance with: (i) the introduction of or any change in or in the interpretation of any law or regulation or any change therein or in the interpretation or application thereof by a Governmental Authority, in each case adopted, issued or occurring after the date hereof, or (ii) the compliance with any request, guideline or request directive from any central bank or other governmental authority including, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, continuing, converting to, funding or maintaining Eurodollar Rate Advances (excluding for purposes of this Section 2.11(a) and Section 2.11(b) any such increased costs resulting from (i) Taxes or taxes described in clauses (w) (z) of the definition of Taxes, imposed on or with respect to any payment made by or on behalf of the Borrower, or Other Taxes (as to which Section 2.14 shall govern) and (ii) Other Connection Taxes that are imposed on or measured by overall net income, or that are franchise taxes or branch profits taxes), then the Borrower shall, from time to time, upon demand by such Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority Governmental Authority (whether or not having the force of law) issued or occurring after the date of this Agreement, affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling Affected Person, and such Lender and Affected Person reasonably determines that the amount of such capital is increased by or based upon the existence of such Lenders any commitment to lend hereunder make purchases of (or otherwise to maintain the investment in) Pool Receivables related to this Agreement or any related liquidity facility, credit enhancement facility and other commitments of the same type related to this typeAgreement, then, upon demand by such Lender Affected Person (with a copy of such demand to the AgentAdministrator), the Borrower Seller shall promptly pay to the Agent Administrator, for the account of such LenderAffected Person, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital or liquidity to be allocable to the existence of such Lenders commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower and the Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. For the avoidance of doubt, this Section 2.11(b) shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or implemented.such
Increased Costs. (a) If, due to either (i) the introduction or phase in of or any change in or in the interpretation of any law law, rule, guideline, decision, directive, treaty or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority including, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, continuing, converting to, funding or maintaining Eurodollar Eurocurrency Rate Advances or of agreeing to issue or of issuing or maintaining or participating in Letters of Credit (excluding for purposes of this Section 2.11(a) and Section 2.11(b) 2.11 any such increased costs resulting from (i) Taxes or taxes described in clauses (w) (z) of the definition of Taxes, imposed on or with respect to any payment made by or on behalf of the Borrower, or Other Taxes (as to which Section 2.14 shall govern) and (ii) Other Connection Taxes that are imposed on or measured by changes in the basis of taxation of overall net income, income or that are franchise taxes overall gross income by the United States or branch profits taxesby the foreign jurisdiction or state under the laws of which such Lender is organized or has its Applicable Lending Office or any political subdivision thereof), then the Borrower shall, Company shall from time to time, upon demand by such Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost cost; provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lenders commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender (with a copy of such demand to the Agent), the Borrower shall pay to the Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital or liquidity to be allocable to the existence of such Lenders commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower and the Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. For the avoidance of doubt, this Section 2.11(b) shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or implemented.,
Increased Costs. The Borrower shall reimburse or compensate the Lenders, upon demand to the extent that funds in the Accounts are available for such payment in accordance with this Agreement, for all costs incurred, losses suffered or payments (amade by the Lenders which are applied or reasonably allocated by the Lenders to the transactions contemplated herein (all as determined by the Lenders in its reasonable discretion) Ifby reason of (A) any and all future reserve, due to either deposit, capital adequacy or similar requirements against (i) the introduction or against any class of or any change in or in the interpretation amount of) assets, liabilities or commitments of, or extensions of any law or regulation or (ii) credit by, the Lenders; and compliance by the Lenders with any guideline directive, or request requirements from any central bank or other governmental authority includingregulatory authority, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law, or (B) any Tax (other than any Excluded Tax), there shall be increased Tax (other than any increase Excluded Tax), or change in the cost to basis or rate of taxation (other than any Lender of agreeing to make or making, continuing, converting to, funding or maintaining Eurodollar Rate Advances (excluding for purposes of this Section 2.11(a) and Section 2.11(b) any such increased costs resulting from (i) Taxes or taxes described in clauses (w) (zExcluded Tax) of the definition payments, of Taxes, imposed on or any kind whatsoever with respect to this Agreement or any payment made by other Transaction Document or on behalf Loan, that in each of the Borrower, foregoing cases in this Section 13(p) results or Other Taxes (as to which Section 2.14 shall govern) and (ii) Other Connection Taxes that are imposed on or measured by overall net income, or that are franchise taxes or branch profits taxes), then the Borrower shall, from time to time, upon demand by such Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender determines that compliance with any law or regulation or any guideline or request arises from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lenders commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender (with a copy of such demand to the Agent), the Borrower shall pay to the Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation Change in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital or liquidity to be allocable to the existence of such Lenders commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower and the Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. For the avoidance of doubt, this Section 2.11(b) shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or implementedLaw.
Appears in 1 contract Credit Agreement (Jmp Group Llc),
Increased Costs. (a) If, due to either (i) after the introduction of date hereof, the adoption of, or any change in, any applicable law, rule or regulation, or any change in or in the interpretation or administration of any law applicable law, rule or regulation or (ii) the compliance with by any guideline or request from any governmental authority, central bank or other governmental authority includingcomparable agency charged with the interpretation or administration thereof, without limitation, or compliance by any agency of the European Union Lender with any request or similar monetary or multinational authority directive (whether or not having the force of law), there shall be any increase in the cost to any Lender ) of agreeing to make or making, continuing, converting to, funding or maintaining Eurodollar Rate Advances (excluding for purposes of this Section 2.11(a) and Section 2.11(b) any such increased costs resulting from authority, central bank or comparable agency: (i) Taxes shall impose, modify or taxes deem applicable any reserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the LIBOR Rate pursuant to Section 4), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on any Lender any other condition affecting its LIBOR Loans, its Note or its obligation to make LIBOR Loans; and the result of anything described in clauses (w) (z) of the definition of Taxes, imposed on or with respect to any payment made by or on behalf of the Borrower, or Other Taxes (as to which Section 2.14 shall governi) and (ii) Other Connection Taxes that are imposed above is to increase the cost to (or to impose a cost on) such Lender (or any LIBOR Office of such Lender) of making or maintaining any LIBOR Loan, or to reduce the amount of any sum received or receivable by such Lender (or its LIBOR Office) 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 Administrative Agent), Borrower shall pay directly to such Lender such additional amount as will compensate such Lender for such increased cost or such reduction, so long as such amounts have accrued on or measured by overall net incomeafter the day which is 180 days prior to the date on which such Lender first made demand therefor. (b) If any 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 any Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's or such controlling Person's capital as a consequence of such Lender's obligations hereunder or under any Letter of Credit to a level below that are franchise taxes which such Lender or branch profits taxes)such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Lender's or such controlling Person's policies with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then the Borrower shall, from time to time, upon demand by such Lender (with 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 such demand which shall be furnished to the Administrative Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lenders commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender (with a copy of such demand to the Agent), the Borrower shall pay to the Agent for the account of such Lender, from time to time Lender such additional amount as specified by such Lender, additional amounts sufficient to will compensate such Lender or such corporation in controlling Person for such reduction so long as such amounts have accrued on or after the light of such circumstances, day which is 180 days prior to the extent that date on which such Lender reasonably determines such increase in capital or liquidity to be allocable to the existence of such Lenders commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower and the Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. For the avoidance of doubt, this Section 2.11(b) shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or implementedfirst made demand therefor.
Increased Costs. (a) IfIf any Change in Law shall:(ii) impose, due to either modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (i) the introduction of or except any change in or reserve requirement reflected in the interpretation of Eurocurrency Rate);(iii) subject any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority including, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), there shall be any increase in the cost Recipient to any Lender of agreeing to make or makingTaxes (other than (A) Indemnified Taxes, continuing, converting to, funding or maintaining Eurodollar Rate Advances (excluding for purposes of this Section 2.11(a) and Section 2.11(b) any such increased costs resulting from (iB) Taxes or taxes described in clauses (wb) through (zd) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, imposed on or with respect to any payment made by or on behalf loan principal, letters of the Borrowercredit, commitments, or Other Taxes (as to which Section 2.14 shall govern) and (ii) Other Connection Taxes that are imposed on or measured by overall net incomeother obligations, or that are franchise taxes its deposits, reserves, other liabilities or branch profits taxes)capital attributable thereto; or(iv) impose on any Lender or the London interbank market any other condition, then the Borrower shallcost or expense (other than Taxes) affecting this Agreement, from time to time, upon demand Loans or Eurocurrency Rate Loans made by such Lender or any Letter of Credit or participation therein;and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan or of maintaining its obligation to make any such Loan, or to reduce the amount of any sum received or receivable by such Lender or other Recipient hereunder (with a copy whether of such demand to the Agent)principal, pay to the Agent for the account interest or any other amount) then, upon request of such Lender or other Recipient, the Borrower will pay to such Lender or other Recipient, as the case may be, such additional amounts sufficient to amount or [[3666665]]amounts as will compensate such Lender or other Recipient, as the case may be, for such increased cost provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, additional costs incurred or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest errorreduction suffered. (b) Capital Adequacy. If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital or liquidity required or expected to be maintained by Change in Law affecting such Lender or any corporation or other entity controlling lending office of such Lender and that or such Lender's Parent Company, if any, regarding capital or liquidity requirements, has or would have the amount effect of reducing the rate of return on such Lender's capital or on the capital of such capital is increased by or based upon Lender's Parent Company, if any, as a consequence of this Agreement, the existence Commitments of such Lenders commitment to lend hereunder and other commitments of this type, then, upon demand Lender or the Loans made by such Lender to a level below that which such Lender or such Lender's Parent Company could have achieved but for such Change in Law (with a copy of taking into consideration such demand to Lender's policies and the Agent), the Borrower shall pay to the Agent for the account policies of such Lender's Parent Company with respect to capital adequacy or liquidity), then from time to time the Borrower will pay to such Lender such additional amount or amounts as specified by will compensate such Lender or such Lender, additional 's Parent Company for any such reduction suffered.(c) Certificates for Reimbursement. A certificate of a Lender setting forth the amount or amounts sufficient necessary to compensate such Lender or such corporation its Parent Company as specified in the light paragraph (a) or (b) of such circumstances, this Section 2.11 and delivered to the extent that such Lender reasonably determines such increase in capital or liquidity to be allocable to the existence of such Lenders commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower and the Agent by such Lender Borrower, shall be conclusive and binding for all purposes, absent manifest error. For The Borrower shall pay such Lender the avoidance amount shown as due on any such certificate within 10 days after receipt thereof.(d) Delay in Requests. Failure or delay on the part of doubt, any Lender to demand compensation pursuant to this Section 2.11(b) 2.11 shall apply not constitute a waiver of such Lender's right to all requests, rules, guidelines demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section 2.11 for any increased costs incurred or directives concerning capital adequacy or liquidity issued in connection with reductions suffered more than six months prior to the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by date that such Lender notifies the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, regardless Borrower of the date adoptedChange in Law giving rise to such increased costs or reductions, issuedand of such Lender's intention to claim compensation therefor (except that, promulgated if the Change in Law giving rise to such increased costs or implementedreductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof).
Increased Costs. (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority including, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, continuing, converting to, funding or maintaining Eurodollar Rate Advances (excluding for purposes of this Section 2.11(a2.10(a) and Section 2.11(b2.10(b) any such increased costs resulting from (i) Taxes or taxes described in clauses (w) - (z) of the definition of Taxes, imposed on or with respect to any payment made by or on behalf of the Borrower, or Other Taxes (as to which Section 2.14 2.13 shall govern) and (ii) Other Connection Taxes that are imposed on or measured by overall net income, or that are franchise taxes or branch profits taxes), then the Borrower shall, from time to time, upon demand by such Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost cost; provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lenders Lender's commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender (with a copy of such demand to the Agent), the Borrower shall pay to the Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital or liquidity to be allocable to the existence of such Lenders Lender's commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower and the Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. For the avoidance of doubt, this Section 2.11(b2.10(b) shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or implemented.. NYDOCS02/1129553.6
Increased Costs. (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance with any directive, guideline or request from any central bank or other governmental authority including, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), in each case after the date hereof (or with respect to any Lender, if later, the date on which such Lender becomes a Lender), there shall be any increase in the cost to any Lender of agreeing to make or making, continuing, converting to, funding or maintaining Eurodollar Rate Advances (excluding for purposes of this Section 2.11(a) and Section 2.11(b) 2.11 any such increased costs resulting from (i) Taxes or taxes described in clauses (w) (z) of the definition of Taxes, imposed on or with respect to any payment made by or on behalf of the Borrower, or Other Taxes (as to which such Lender is indemnified under Section 2.14 shall govern) and 2.14, (ii) Excluded Taxes, or (iii) Other Connection Taxes Taxes), and such Lender is generally charging, or intends to generally charge, such amounts to its customers that are imposed on similarly situated to the Borrower and with similar credit facilities, to the extent such Lender has the right under such similar credit facilities to do so (but such Lender shall not be required to disclose any confidential or measured by overall net income, or that are franchise taxes or branch profits taxesproprietary information), then the Borrower shall, shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lendercost. A certificate as to the amount of such increased cost, cost submitted to the Borrower and the Administrative Agent by such Lender, Lender shall be conclusive and binding for all purposes, absent manifest demonstrable error. (b) If any Lender determines that compliance with any law or regulation or any directive, guideline or request from any central bank or other governmental authority including, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law) ), in each case promulgated or given after the date hereof (or with respect to any Lender, if later, the date on which such Lender becomes a Lender), affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and that the amount of such capital or liquidity is increased by or based upon the existence of such Lenders commitment to lend hereunder and other commitments of this type, thenand such Lender is generally charging, or intends to generally charge, such amounts to its customers that are similarly situated to the Borrower and with similar credit facilities, to the extent such Lender has the right under such similar credit facilities to do so (but such Lender shall not be required to disclose any confidential or proprietary information), the Borrower shall, from time to time upon demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital or liquidity to be allocable to the existence of such Lenders commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower and the Administrative Agent by such Lender shall be conclusive and binding for all purposes, absent manifest demonstrable error. For the avoidance of doubt, (c) Notwithstanding anything in this Section 2.11(b2.11 to the contrary, for purposes of this Section 2.11, (A) shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Dodd-Dodd Frank Wall Street Reform and Consumer Protection Act and the rules and regulations issued thereunder or in connection therewith or in implementation thereof, and (B) all requests, rules, guidelines or directives concerning capital adequacy or liquidity and directions promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices Supervision (or any similar or successor or similar authority) agency, or the United States financial or foreign regulatory authorities, regardless of in each case, pursuant to Basel III) shall be deemed to have been enacted following the date adoptedhereof (or with respect to any Lender, issuedif later, promulgated or implementedthe date on which such Lender becomes a Lender).
Increased Costs. (a) If, due to either (i) the introduction of or any change after the Restatement Date in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority including, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), (A) there shall be any increase in the cost to any Lender of agreeing to make or making, continuing, converting to, funding or maintaining Eurodollar Eurocurrency Rate Advances or of agreeing to issue or of issuing or maintaining or participating in Letters of Credit, (excluding for purposes of this Section 2.11(a) and Section 2.11(bB) any such increased costs resulting from (i) Taxes Lender or taxes described in clauses (w) (z) of the definition of its Applicable Lending Office is subjected to any Taxes, imposed on or there shall be a change the basis of taxation of payments to such Lender (other than with respect to any payment made by or on behalf of the Borrower, or Other Taxes (for which Lenders are indemnified under Section 2.14 and Excluded Taxes as to both of which Section 2.14 shall govern) and (ii) Other Connection Taxes that are imposed on or measured by overall net incomeNYDOCS02/1129523.1govern), or that are franchise taxes (C) there shall be imposed, modified or branch profits taxes)deemed applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurocurrency Rate) or any Issuing Bank, then the Borrower shall, Company shall from time to time, upon demand by such Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lendercost. A certificate as to the amount of such increased cost, submitted to the Borrower Company and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) that becomes effective after the Restatement Date, or any change in any such existing law, regulation, guideline or request, affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and that the amount of such capital or liquidity is increased by or based upon the existence of such Lenders Lender's commitment to lend or to issue or participate in Letters of Credit hereunder and other commitments of this typesuch type or the issuance or maintenance of or participation in the Letters of Credit (or similar contingent obligations), then, upon demand by such Lender (with a copy of such demand to the Agent), the Borrower Company shall pay to the Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital or liquidity to be allocable to the existence of such Lenders Lender's commitment to lend hereunderor to issue or participate in Letters of Credit hereunder or to the issuance or maintenance of or participation in any Letters of Credit. A certificate as to such amounts submitted to the Borrower Company and the Agent by such Lender shall be conclusive and binding for all purposes, absent manifest errorerror.(c) Notwithstanding anything to the contrary in this Section 2.11, the Company shall not be required to compensate a Lender pursuant to this Section 2.11 for any amounts incurred more than 270 days prior to the date that such Lender notifies the Company of such Lender's intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such 270-day period shall be extended to include the period of such retroactive effect. (d) For the avoidance of doubt, for purposes of this Section 2.11(b2.11, (x) shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines regulations, guidelines, interpretations or directives concerning capital adequacy thereunder or liquidity issued in connection therewith (whether or not having the force of law) and (y) all requests, rules, regulations, guidelines, interpretations or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices Supervision (or any successor or similar authorityauthority ) or the United States financial or foreign regulatory authoritiesauthorities (whether or not having the force of law), in each case pursuant to Basel III, shall in each case be deemed to be a change in law regardless of the date enacted, adopted, issued, promulgated or implemented.NYDOCS02/1129523.1
Increased Costs. (aa)Increased Costs Generally. If any Change in Law shall: (i)impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, the Lender (except (A) If, due to either any reserve requirement reflected in the LIBOR Rate and (iB) the introduction requirements of the Bank of England and the Financial Services Authority or the European Central Bank reflected in the Mandatory Cost, other than as set forth below); (ii)subject the Lender to any tax of any kind whatsoever with respect to this Agreement, any Letter of Credit or any Loan, or change the basis of taxation of payments to the Lender in or respect thereof; (iii)result in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority including, without limitation, any agency failure of the European Union or similar monetary or multinational authority (whether or not having the force of law)Mandatory Cost, there shall be any increase in as calculated hereunder, to represent the cost to any the Lender of agreeing complying with the requirements of the Bank of England and/or the Financial Services Authority or the European Central Bank in relation to make or making, continuing, converting to, funding or maintaining Eurodollar LIBOR Rate Advances Loans; or (excluding for purposes iv)impose on the Lender or the applicable offshore interbank market any other condition, cost or expense affecting this Agreement or Loans or any Letter of this Section 2.11(a) Credit; and Section 2.11(b) the result of any of the foregoing shall be to increase the cost to the Lender of making or maintaining any LIBOR Rate Loan (or of maintaining its obligation to make any such increased costs resulting from Loan), or to increase the cost to the Lender of issuing or maintaining any Letter of Credit, or to reduce the amount of any sum received or receivable by the Lender hereunder (iwhether of principal, interest or any other amount) Taxes or taxes described in clauses (w) (z) then, upon request of the definition of TaxesLender, imposed on or with respect to any payment made by or on behalf of the Borrower, or Other Taxes (as to which Section 2.14 shall govern) and (ii) Other Connection Taxes that are imposed on or measured by overall net income, or that are franchise taxes or branch profits taxes), then the Borrower shall, from time to time, upon demand by such Lender (with a copy of such demand to the Agent), Borrowers will pay to the Agent for Lender such additional amount or amounts as will compensate the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, additional costs incurred or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lenderreduction suffered. A certificate as to the amount of such increased cost, submitted to the Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lenders commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender (with a copy of such demand to the Agent), the Borrower shall pay to the Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital or liquidity to be allocable to the existence of such Lenders commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower and the Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. For the avoidance of doubt, this Section 2.11(b) shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or implemented.
Appears in 1 contract Credit Agreement (Wd 40 Co),
Increased Costs. (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation after the date hereof or (ii) the compliance with any guideline or request from any central bank or other governmental authority including, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law)) promulgated after the date hereof, there shall be any increase in the cost to any Lender of agreeing to make or making, continuing, converting to, funding or maintaining Eurodollar Eurocurrency Rate Advances or of agreeing to issue or of issuing or maintaining or participating in Letters of Credit (excluding for purposes of this Section 2.11(a) and Section 2.11(b) 2.11 any such increased costs resulting from (i) Taxes or taxes described in clauses (w) (z) of the definition of Taxes, imposed on or with respect to any payment made by or on behalf of the Borrower, or Other Taxes (as to which Section 2.14 shall govern) and ), (ii) Other Connection Taxes that are imposed on or measured by changes in the basis of taxation of overall net income, income or that are franchise taxes overall gross income by the United States or branch profits taxesby the foreign jurisdiction or state under the laws of which such Lender is organized or has its Applicable Lending Office or any political subdivision thereof and (iii) FATCA), then the Borrower shall, shall from time to time, upon within five Business Days after demand by such Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost cost; provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) promulgated after the Effective Date affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and that the amount of such capital or liquidity is increased by or based upon the existence of such Lenders commitment to lend hereunder and other commitments of this type, then, upon within five Business Days after demand by such Lender (with a copy of such demand to the Agent), the Borrower shall pay to the Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital or liquidity to be allocable to the existence of such Lenders commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower and the Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. For the avoidance of doubt, this Section 2.11(b) shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or implemented.Lender
Increased Costs. (a) If, If -- due to either (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any law or regulation regulation, provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a "change in law", regardless of the date enacted, adopted or issued for purposes of this Section 3; or (ii) the compliance by the Bank with any guideline or request from any central bank or other governmental authority including, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, continuing, converting to, funding or maintaining Eurodollar Rate Advances (excluding for purposes of this Section 2.11(a) and Section 2.11(b) any such increased costs resulting from (i) Taxes or taxes described in clauses (w) (z) of the definition of Taxes, imposed on or with respect to any payment made by or on behalf of the Borrower, or Other Taxes (as to which Section 2.14 shall govern) and (ii) Other Connection Taxes that are imposed on or measured by overall net income, or that are franchise taxes or branch profits taxes), then the Borrower shall, from time to time, upon demand by such Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects -- there shall be any increase in the cost to the Bank of funding or would affect maintaining this Note, then the amount of capital or liquidity required or expected Borrower shall from time to be maintained by such Lender or any corporation or other entity controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lenders commitment to lend hereunder and other commitments of this type, thentime, upon demand by such Lender (with a copy of such demand to the Agent)Bank, the Borrower shall pay to the Agent for the account of such Lender, from time to time as specified by such Lender, Bank additional amounts sufficient to compensate indemnify the Bank against such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital or liquidity to be allocable to the existence of such Lenders commitment to lend hereunderincreased cost. A certificate as to the amount of such amounts increased cost, submitted to the Borrower and by the Agent by such Lender Bank, shall be conclusive and binding for all purposes, absent manifest error. For the avoidance of doubt, this Section 2.11(b) shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or implemented.
Appears in 1 contract Promissory Note (Pricesmart Inc),
Increased Costs. (a) IfEach Lender agrees that, due to either (i) upon the introduction of or any change in or in the interpretation occurrence of any law or regulation or (ii) event giving rise to the compliance with any guideline or request from any central bank or other governmental authority including, without limitation, any agency operation of the European Union or similar monetary or multinational authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, continuing, converting to, funding or maintaining Eurodollar Rate Advances (excluding for purposes of this Section 2.11(a) and Section 2.11(b) any such increased costs resulting from (i) Taxes or taxes described in clauses (w) (z) of the definition of Taxes, imposed on or 2.13 with respect to any payment made by or on behalf of the Borrower, or Other Taxes (as to which Section 2.14 shall govern) and (ii) Other Connection Taxes that are imposed on or measured by overall net income, or that are franchise taxes or branch profits taxes), then the Borrower shall, from time to time, upon demand by such Lender (with a copy of such demand to it will, if requested by the Agent)Borrowers, pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost provided, however, that before making any such demand, each Lender agrees to use commercially reasonable efforts (consistent with its subject to such Lenders overall internal policy policies of general application and legal and regulatory restrictions) to designate a different Applicable another Lending Office if the making of for any Loan affected by such a designation would avoid the need for, or reduce the amount of, event; provided that such increased cost and would notefforts are made on terms that, in the reasonable sole judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling cause such Lender and its Lending Office(s) to suffer no economic, legal or regulatory disadvantage, and provided further, that nothing in this Section 2.15(h) shall affect or postpone any of the amount Obligations of any Loan Party or the rights of such capital is increased by or based upon the existence of such Lenders commitment Lender pursuant to lend hereunder and other commitments of this type, then, upon demand by such Lender (with a copy of such demand to the Agent), the Borrower shall pay to the Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital or liquidity to be allocable to the existence of such Lenders commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower and the Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. For the avoidance of doubt, this Section 2.11(b) shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or implemented2.13.
Increased Costs. (a) If, due to either (i) after the Effective Date, with respect to Term Loans, or the date of any Line of Credit Loan, with respect to such Extension of Credit, the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority including, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law)) made or issued after the Effective Date, with respect to Term Loans, or the date of any Line of Credit Loan, with respect to such Extension of Credit, there shall be any increase in the cost to any Lender of agreeing to make or making, continuing, converting to, funding or maintaining Eurodollar Rate Advances (excluding for purposes of this Section 2.11(a) and Section 2.11(b) 2.12 any such increased costs resulting from (i) Taxes or taxes described in clauses (w) (z) of the definition of Taxes, imposed on or with respect to any payment made by or on behalf of the Borrower, or Other Taxes (as to which Section 2.14 2.15 shall govern) and (ii) Other Connection Taxes that are imposed on or measured by changes in the basis of taxation of overall net income, income or that are franchise taxes overall gross income by the United States or branch profits taxesby the foreign jurisdiction or state under the laws of which such Lender is organized or has its Applicable Lending Office or any political subdivision thereof), then the Borrower shall, Borrowers shall from time to time, upon demand by such Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost provided, however, cost; provided that before making any such demand, each a Lender claiming additional amounts under this Section 2.12(a) agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office and/or take other commercially reasonable action if the making of such a designation or the taking of such actions would avoid the need for, or reduce the amount of, such increased cost that may thereafter accrue and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower Borrowers and the Agent by such Lender, shall be conclusive entitled to a presumption of correctness. If any Borrower so notifies the Agent after any Lender notifies the Borrowers of any increased cost pursuant to the foregoing provisions of this Section 2.12(a), such Borrower may, upon payment of such increased cost to such Lender, replace such Lender with a Person that is an Eligible Assignee in accordance with the terms of Section 9.07 (and binding for the Lender being so replaced shall take all purposes, absent manifest erroraction as may be necessary to assign its rights and obligations under this Agreement to such Eligible Assignee). (b) If any Lender determines that compliance with any change after the Effective Date, with respect to Term Loans, or the date of any Line of Credit Loan, with respect to such Extension of Credit, in law or regulation or any guideline or request after the Effective Date, with respect to Term Loans, or the date of any Line of Credit Loan, with respect to such Extension of Credit, from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and that the amount of such capital or liquidity is increased by or based upon the existence of such Lenders commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender (with a copy of such demand to the Agent), the Borrower Borrowers shall pay to the Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation entity in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital or liquidity to be allocable to the existence of such Lenders commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower Borrowers and the Agent by such Lender shall be conclusive and binding for all purposesentitled to a presumption of correctness. Notwithstanding anything herein to the contrary, absent manifest error. For the avoidance of doubt, this Section 2.11(b) shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder issued in connection therewith or in implementation thereof and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices Supervision (or any successor or similar authority) or the United States financial or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a change in law covered by this Section 2.12 regardless of the date enacted, adopted, issued, promulgated issued or implemented. (c) The Borrowers shall not be required to compensate a Lender pursuant to this Section for any increased costs or capital, liquidity or reserve requirement or pursuant to Section 2.15 for any Taxes incurred more than six months prior to the date that such Lender notifies the Borrowers of the change or issuance giving rise to such increased costs or capital, liquidity or reserve requirement or Tax and of such Lenders intention to claim compensation therefor; provided that if the change or issuance giving rise to such increased costs or capital, liquidity or reserve requirement or Tax is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof.
Increased Costs. (a) IfIf any Change in Law shall: impose, due to either modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (iexcept any such reserve requirement reflected in the Adjusted LIBO Rate) or Issuing Bank; or impose on any Lender or Issuing Bank or the introduction of London interbank market any other condition affecting this Agreement or Eurocurrency Loans made by such Lender or any change in Letter of Credit or in participation therein; and the interpretation result of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority including, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), there foregoing shall be any to increase in the cost to any such Lender of agreeing making or maintaining any Eurocurrency Loan (or of maintaining its obligation to make any such Loan) or makingto increase the cost to such Lender or Issuing Bank of participating in, continuing, converting to, funding issuing or maintaining Eurodollar Rate Advances any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or Issuing Bank hereunder (excluding for purposes whether of this Section 2.11(a) and Section 2.11(b) any such increased costs resulting from (i) Taxes principal, interest or taxes described in clauses (w) (z) of the definition of Taxes, imposed on or with respect to any payment made by or on behalf of the Borrower, or Other Taxes (as to which Section 2.14 shall govern) and (ii) Other Connection Taxes that are imposed on or measured by overall net income, or that are franchise taxes or branch profits taxesotherwise), then the Borrower shall, from time Borrowers will pay to time, upon demand by such Lender (with a copy of or Issuing Bank, as applicable, such demand to the Agent), pay to the Agent for the account of such Lender additional amount or amounts sufficient to as will compensate such Lender or Issuing Bank, as applicable, for such increased cost provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, additional costs incurred or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest errorreduction suffered. (b) If any Lender or Issuing Bank determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects Change in Law regarding capital requirements has or would affect have the amount effect of reducing the rate of return on such Lender's or Issuing Bank's capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and that on the amount of such capital is increased by or based upon the existence of such Lenders commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender (with a copy of such demand to the Agent), the Borrower shall pay to the Agent for the account of such Lender's or Issuing Bank's holding company, from time to time if any, as specified by a consequence of this Agreement or the Loans made by, or participations in Letters of Credit or Swingline Loans held by, such Lender, additional amounts sufficient or the Letters of Credit issued by such Issuing Bank, to compensate a level below that which such Lender or such corporation Issuing Bank or such Lender's or such Issuing Bank's holding company could have achieved but for such Change in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital or liquidity to be allocable to the existence of such Lenders commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower and the Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. For the avoidance of doubt, this Section 2.11(b) shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices Law (or any successor or similar authority) or the United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or implemented.taking into NYDOCS01/1270096.12 Berry - A&R Revolving Credit Agreement
Increased Costs. (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority including, without limitation, any agency of the European Union or similar monetary or multinational authority Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to any Lender Person of agreeing to make or making, continuing, converting to, funding or maintaining Eurodollar Rate Revolving Credit Advances (or participating in any Facility LC hereunder, including as a result of any tax, levy, impost, deduction, fee, assessment, duty, charge or withholding, and all liabilities with respect thereto, imposed on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, excluding for purposes of this Section 2.11(a) and Section 2.11(b) 2.10 any such increased costs resulting from (i) Taxes or taxes described in clauses (w) (z) of the definition of Taxes, imposed on or with respect amounts excluded from Taxes pursuant to any payment made by or on behalf of the BorrowerSection 2.13, or and Other Taxes (as to which Section 2.14 shall govern) and (ii) Other Connection Taxes that are imposed on or measured by overall net income, or that are franchise taxes or branch profits taxes)Taxes, then the Borrower shall, shall from time to time, upon demand by such Lender Person (with a copy of such demand to the Agent), pay to the Agent on its own account or for the account of such Lender Person, as applicable, additional amounts sufficient to compensate such Lender Person, for such increased cost provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lendercost. A certificate as to the amount of such increased cost, submitted to the Borrower and the Agent by such LenderPerson, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender or LC Issuer determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority Governmental Authority (whether or not having the force of law) affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or such LC Issuer or any corporation or other entity controlling such Lender or such LC Issuer, as applicable, and that the amount of such capital is increased by or based upon the existence of such Lenders commitment to lend hereunder or to participate in Facility LCs hereunder and other commitments of this typetype or such LC Issuers issuance of Facility LCs hereunder, then, upon demand by such Lender or such LC Issuer, as applicable, (with a copy of such demand to the Agent), the Borrower shall pay to the Agent for the account of such LenderLender or such LC Issuer, as applicable, from time to time as specified by such LenderLender or such LC Issuer, as applicable, additional amounts sufficient to compensate such Lender or such LC Issuer, as applicable, or such corporation in the light of such circumstances, to the extent that such Lender or such LC Issuer, as applicable, reasonably determines such increase in capital or liquidity to be allocable to the existence of such Lenders commitment to lend hereunder or to participate in Facility LCs hereunder or such LC Issuers agreement to issue Facility LCs hereunder. A certificate as to such amounts submitted to the Borrower and the Agent by such Lender or such LC Issuer, as applicable, shall be conclusive and binding for all purposes, absent manifest error. For (c) In the avoidance event that a Lender demands payment from the Borrower for amounts owing pursuant to subsection (a) or (b) of doubt, this Section 2.11(b2.10, the Borrower may, upon payment of such amounts and subject to the requirements of Sections 8.04 and 8.07, substitute for such Lender another financial institution, which financial institution shall be an Eligible Assignee and shall assume the Commitments of such Lender and purchase the Outstanding Credit Exposures held by such Lender in accordance with Section 8.07, provided, however, that (i) no Default shall apply to have occurred and be continuing, (ii) the Borrower shall have satisfied all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued of its obligations in connection with the Dodd-Frank Wall Street Reform Loan Documents with respect to such Lender, and Consumer Protection Act (iii) if such assignee is not a Lender, (A) such assignee is acceptable to the Agent and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by (B) the Bank for International Settlements, Borrower shall have paid the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or implementedAgent a $3,500 administrative fee.
Appears in 1 contract Credit Agreement (Dte Energy Co),
Increased Costs. (a) If, due to either (i) after the introduction of date hereof, the adoption of, or any change in, any applicable law, rule or regulation, or any change in or in the interpretation or administration of any law applicable law, rule or regulation or (ii) the compliance with by any guideline or request from any governmental authority, central bank or other governmental authority includingcomparable agency charged with the interpretation or administration thereof, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), there shall be any increase in the cost to compliance by any Lender of agreeing to make or making, continuing, converting to, funding or maintaining Eurodollar Rate Advances (excluding for purposes of this Section 2.11(a) and Section 2.11(b) any such increased costs resulting from (i) Taxes or taxes described in clauses (w) (z) of the definition of Taxes, imposed on or with respect to any payment made by or on behalf of the Borrower, or Other Taxes (as to which Section 2.14 shall govern) and (ii) Other Connection Taxes that are imposed on or measured by overall net income, or that are franchise taxes or branch profits taxes), then the Borrower shall, from time to time, upon demand by such Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender determines that compliance with any law request or regulation or any guideline or request from any central bank or other governmental authority directive (whether or not having the force of law) affects of any such authority, central bank or would affect comparable agency: (i) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the LIBOR Rate pursuant to Section 4), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; (ii) shall impose on any Lender any other condition affecting its LIBOR Loans, its Note or its obligation to make LIBOR Loans; or (iii) shall subject any Lender to any Taxes or change the basis of taxation of any payment to any Lender, or otherwise in respect of any Loans, Commitments, Letters of Credit or any obligations under any Loan Document; and the result of anything described in clauses (i), (ii) and (iii) above is to increase the cost to (or to impose a cost on) such Lender (or any LIBOR Office of such Lender) of making or maintaining any LIBOR Loan, or to reduce the amount of capital any sum received or liquidity required or expected to be maintained receivable by such Lender (or any corporation its LIBOR Office) under this Agreement or other entity controlling such Lender and that the amount under its Note with respect thereto, then within fifteen (15) days of such capital is increased by or based upon the existence of such Lenders commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender (with which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of such demand which shall be furnished to the Administrative Agent), the Borrower shall pay directly to the Agent for the account of such Lender, from time to time Lender such additional amount as specified by such Lender, additional amounts sufficient to will compensate such Lender for such increased cost or such corporation in reduction, so long as such amounts have accrued on or after the light of such circumstances, day which is one hundred eighty (180) days prior to the extent that date on which such Lender reasonably determines such increase in capital or liquidity to be allocable to the existence of such Lenders commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower and the Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. For the avoidance of doubt, this Section 2.11(b) shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or implementedfirst made demand therefor.
Increased Costs. (a) If, due to either (i) after the introduction of date hereof, the adoption of, or any change in, any applicable law, rule or regulation, or any change in or in the interpretation or administration of any law applicable law, rule or regulation or (ii) the compliance with by any guideline or request from any governmental authority, central bank or other governmental authority includingcomparable agency charged with the interpretation or administration thereof, without limitation, or compliance by any agency of the European Union Lender with any request or similar monetary or multinational authority directive (whether or not having the force of law), there shall be any increase in the cost to any Lender ) of agreeing to make or making, continuing, converting to, funding or maintaining Eurodollar Rate Advances (excluding for purposes of this Section 2.11(a) and Section 2.11(b) any such increased costs resulting from authority, central bank or comparable agency: (i) Taxes shall impose, modify or taxes deem applicable any reserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the LIBOR Rate pursuant to Section 4), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on any Lender any other condition affecting its LIBOR Loans, its Note or its obligation to make LIBOR Loans; and the result of anything described in clauses (w) (z) of the definition of Taxes, imposed on or with respect to any payment made by or on behalf of the Borrower, or Other Taxes (as to which Section 2.14 shall governi) and (ii) Other Connection Taxes that are imposed above is to increase the cost to (or to impose a cost on) such Lender (or any LIBOR Office of such Lender) of making or maintaining any LIBOR Loan, or to reduce the amount of any sum received or receivable by such Lender (or its LIBOR Office) 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 Administrative Agent), the Company shall pay directly to such Lender such additional amount as will compensate such Lender for such increased cost or such reduction, so long as such amounts have accrued on or measured by overall net incomeafter the day which is 180 days prior to the date on which such Lender first made demand therefore. (b) If any 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 any Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lenders or such controlling Persons capital as a consequence of such Lenders obligations hereunder or under any Letter of Credit or Existing Letter of Credit to a level below that are franchise taxes which such Lender or branch profits taxes)such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Lenders or such controlling Persons policies with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then the Borrower shall, from time to time, upon demand by such Lender (with 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 such demand which shall be furnished to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lenders commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower Company shall pay to the Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital or liquidity to be allocable to the existence of such Lenders commitment to lend hereunder. A certificate additional amount as to such amounts submitted to the Borrower and the Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. For the avoidance of doubt, this Section 2.11(b) shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or implemented.will compensate such
Increased Costs. (a) IfIf after the date hereof, due to either (i) the introduction adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation of or administration thereof by any law or regulation or (ii) the compliance with any guideline or request from any Governmental Authority, central bank or other governmental authority includingcomparable agency charged with the interpretation or administration thereof, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), there shall be any increase in the cost to compliance by any Lender of agreeing to make (or making, continuing, converting to, funding or maintaining Eurodollar Rate Advances (excluding for purposes of this Section 2.11(a) and Section 2.11(b) any such increased costs resulting from (i) Taxes or taxes described in clauses (w) (z) of the definition of Taxes, imposed on or with respect to any payment made by or on behalf of the Borrower, or Other Taxes (as to which Section 2.14 shall govern) and (ii) Other Connection Taxes that are imposed on or measured by overall net income, or that are franchise taxes or branch profits taxes), then the Borrower shall, from time to time, upon demand by such Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (bOffice) If any Lender determines that compliance with any law request or regulation or any guideline or request from any central bank or other governmental authority directive (whether or not having the force of law) affects of any such authority, central bank or would affect comparable agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, insurance assessment or similar requirement against Letters of Credit issued or participated in by, assets of, deposits with or for the account of or credit extended by, any Lender (or its Applicable Lending Office) or shall impose on any Lender (or its Applicable Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition affecting its Euro-Dollar Loans, Notes, obligation to make Euro-Dollar Loans or obligations hereunder in respect of Letters of Credit, and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan, or of issuing or participating in any Letter of Credit, or to reduce the amount of capital any sum received or liquidity required or expected to be maintained receivable by such Lender (or any corporation its Applicable Lending Office) under this Agreement or other entity controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lenders commitment to lend hereunder and other commitments of this typeunder its Notes with respect thereto, then, upon within fifteen (15) days after demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Agent for the account of such LenderLender such additional amount or amounts, from time to time as specified determined by such LenderLender in good faith, additional amounts sufficient to as will compensate such Lender for such increased cost or such corporation in the light of such circumstancesreduction, solely to the extent that any such additional amounts were incurred by the Lender reasonably determines such increase in capital or liquidity to be allocable to the existence within ninety (90) days of such Lenders commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower and the Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. For the avoidance of doubt, this Section 2.11(b) shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or implementeddemand.
Increased Costs. (a) If, due to either (i) If at any time after the Closing Date the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation of or administration thereof by any law Governmental Authority charged with the interpretation or regulation administration thereof, or (ii) the compliance by any Agent, Issuing Lender, Lender or other Recipient with any guideline request or request from directive by any central bank or other governmental authority including, without limitation, any agency of the European Union or similar monetary or multinational such authority (whether or not having the force of lawlaw or any change in GAAP), there shall be (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender or participated in by any Lender, (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes and (B) Excluded Taxes) on its loans, loan principal, letters of credit commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, or (iii) impose on any Issuing Lender or any Lender any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase in the cost to any Issuing Lender of agreeing to make or making, continuing, converting to, funding any Lender or maintaining Eurodollar Rate Advances (excluding for purposes of this Section 2.11(a) and Section 2.11(b) any such increased costs resulting from (i) Taxes other Recipient of issuing, maintaining or taxes described participating in clauses (w) (z) any Letter of the definition of Taxes, imposed on or with respect to any payment made by or on behalf of the Borrower, or Other Taxes (as to which Section 2.14 shall govern) and (ii) Other Connection Taxes that are imposed on or measured by overall net income, or that are franchise taxes or branch profits taxes), then the Borrower shall, from time to time, upon demand by such Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need forCredit, or reduce the amount of, of any sum received or receivable by such increased cost and would not, in the reasonable judgment of such Issuing Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If any or Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether Recipient hereunder or not having reduce the force rate of law) affects or would affect the amount return on its capital with respect to Letters of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lenders commitment to lend hereunder and other commitments of this typeCredit, then, upon demand to the applicable Borrower by such the respective Issuing Lender, Lender or other Recipient (with a copy of which demand shall be sent by such demand Issuing Lender, Lender or other Recipient to the Administrative Agent), the applicable Borrower shall pay to the Agent for the account of such Issuing Lender, from time to time Lender or other Recipient such additional amount or amounts as specified by will compensate such Issuing Lender, additional amounts sufficient to compensate such Lender or other Recipient for such corporation increased cost or reduction in the light amount receivable or reduction on the rate of such circumstances, to the extent that such Lender reasonably determines such increase in capital or liquidity to be allocable to the existence of such Lenders commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower and the Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. For the avoidance of doubt, this Section 2.11(b) shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or implemented.return
Increased Costs. (a) If, due to either (i) after the introduction of date hereof, the adoption of, or any change in, any applicable law, rule or regulation, or any change in or in the interpretation or administration of any law applicable law, rule or regulation or (ii) the compliance with by any guideline or request from any governmental authority, central bank or other governmental authority includingcomparable agency charged with the interpretation or administration thereof, without limitation, or compliance by any agency of the European Union Lender with any request or similar monetary or multinational authority directive (whether or not having the force of law), there shall be any increase in the cost to any Lender ) of agreeing to make or making, continuing, converting to, funding or maintaining Eurodollar Rate Advances (excluding for purposes of this Section 2.11(a) and Section 2.11(b) any such increased costs resulting from authority, central bank or comparable agency: (i) Taxes shall impose, modify or taxes deem applicable any reserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the LIBOR Rate pursuant to SECTION 4), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on any Lender any other condition affecting its LIBOR Loans, its Note or its obligation to make LIBOR Loans; and the result of anything described in clauses (w) (z) of the definition of Taxes, imposed on or with respect to any payment made by or on behalf of the Borrower, or Other Taxes (as to which Section 2.14 shall governi) and (ii) Other Connection Taxes that are imposed above is to increase the cost to (or to impose a cost on) such Lender (or any LIBOR Office of such Lender) of making or maintaining any LIBOR Loan, or to reduce the amount of any sum received or receivable by such Lender (or its LIBOR Office) 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 Administrative Agent), the Company shall pay directly to such Lender such additional amount as will compensate such Lender for such increased cost or such reduction, so long as such amounts have accrued on or measured by overall net incomeafter the day which is 180 days prior to the date on which such Lender first made demand therefor. (b) If any 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 1240807.08 comparable agency charged with the interpretation or administration thereof, or the compliance by any Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lenders or such controlling Persons capital as a consequence of such Lenders obligations hereunder or under any Letter of Credit to a level below that are franchise taxes which such Lender or branch profits taxes)such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Lenders or such controlling Persons policies with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then the Borrower shall, from time to time, upon demand by such Lender (with 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 such demand which shall be furnished to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lenders commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower Company shall pay to the Agent for the account of such Lender, from time to time Lender such additional amount as specified by such Lender, additional amounts sufficient to will compensate such Lender or such corporation in controlling Person for such reduction so long as such amounts have accrued on or after the light of such circumstances, day which is 180 days prior to the extent that date on which such Lender reasonably determines such increase in capital or liquidity to be allocable to the existence of such Lenders commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower and the Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. For the avoidance of doubt, this Section 2.11(b) shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or implementedfirst made demand therefor.
Increased Costs. (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation subsequent to the date hereof or (ii) the compliance with any written guideline or request from any central bank or other governmental authority including, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), announced, issued, made or imposed subsequent to the date hereof, there shall be any increase in the cost to any Lender of agreeing to make or making, continuing, converting to, funding or maintaining Eurodollar Rate Advances or to any Issuing Bank of agreeing to issue or issuing or maintaining Letters of Credit (excluding for purposes of this Section 2.11(a) and Section 2.11(b) 2.12 any such increased costs resulting from (i) Taxes or taxes described in clauses (w) (z) of the definition of Taxes, imposed on or with respect to any payment made by or on behalf of the Borrower, or Other Taxes (as to which Section 2.14 2.15 shall govern) and ,(ii) Other Connection Taxes that are imposed on or measured by changes in the basis of taxation of overall net incomeincome or overall gross income (or the basis of taxation on capital, or that are franchise taxes or branch profits or franchises imposed in lieu of net or gross income taxes) by the United States or by the foreign jurisdiction or state under the laws of which such Lender or Issuing Bank is organized or has its Applicable Lending Office or any political subdivision thereof and (iii) FATCA), then the Borrower shall, shall from time to time, upon demand by such Lender or Issuing Bank (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender or Issuing Bank additional amounts sufficient to compensate such Lender or Issuing Bank for such increased cost provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lendercost. A certificate as to the amount of such increased cost, submitted to the Borrower and the Administrative Agent by such LenderLender or Issuing Bank, shall be conclusive and binding for all purposes, absent manifest error; provided, however, that the Borrower shall not be obligated to pay to such Lender such amounts unless such Lender at such time shall be generally assessing such amounts on a non-discriminatory basis against borrowers under agreements having provisions similar to this paragraph. (b) If any Lender Party acting reasonably determines that compliance with any law or regulation or any written guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender Party or any corporation or other entity controlling such Lender Party and that the amount of such capital is increased by or based upon the existence of such Lenders commitment to lend hereunder and other commitments Lender Partys Revolving Credit Commitment, Swing Line Sub-Commitment or Letter of this type, then, upon demand by such Lender (with a copy of such demand to the Agent), the Borrower shall pay to the Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital or liquidity to be allocable to the existence of such Lenders commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower and the Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. For the avoidance of doubt, this Section 2.11(b) shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the DoddCredit Sub-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or implemented.Commitment or
Increased Costs. (a) IfIf any Change in Law (other than changes in the rate of net income, due to either franchise or similar taxes) shall: (i) the introduction of or subject any change in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority including, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), there shall be any increase in the cost Credit Party to any Lender of agreeing to make or making, continuing, converting to, funding or maintaining Eurodollar Rate Advances Taxes (excluding for purposes of this Section 2.11(aother than (A) and Section 2.11(b) any such increased costs resulting from (i) Indemnified Taxes or taxes described in clauses (w) (z) of the definition of Taxes, imposed on or with respect to any payment made by or on behalf account of the Borrower, or Other Taxes (as to which Section 2.14 shall govern) any obligation of any Loan Party under any Loan Document and (iiB) Other Connection Taxes that are imposed on gross or measured by overall net income, profits or that are franchise taxes revenue (including value-added or branch profits taxessimilar Taxes)) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; (ii) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge, liquidity or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted Eurocurrency Rate) or the Issuing Bank; or (iii) impose on any Lender or Issuing Bank or the London interbank market any other condition, cost or expense affecting this Agreement or Eurocurrency Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Credit Party of making, continuing, converting or maintaining any Eurocurrency Loan (or in the case of (i), any Loan) (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or Issuing Bank hereunder (whether of principal, interest or otherwise), then the each relevant Borrower shall, from time will pay to time, upon demand by such Lender (with a copy of or Issuing Bank or such demand to other Credit Party, as the Agent)case may be, pay to the Agent for the account of such Lender additional amount or amounts sufficient to as will compensate such Lender or Issuing Bank or such other Credit Party, as the case may be, for such increased cost provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, additional costs incurred or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest errorreduction suffered. (b) If any Lender or Issuing Bank determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of Change in Law regarding capital or liquidity required requirements has or expected would have the effect of reducing the rate of return on such Lenders or Issuing Banks capital or on the capital of such Lenders or Issuing Banks holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to be maintained by a level below that which such Lender or any corporation Issuing Bank or other entity controlling such Lender Lenders or Issuing Banks holding company could have achieved but for such Change in Law (taking into consideration such Lenders or Issuing Banks policies and that the amount of such capital is increased by or based upon the existence policies of such Lenders commitment or Issuing Banks holding company with respect to lend hereunder capital adequacy and other commitments of this type, then, upon demand by such Lender (with a copy of such demand to the Agentliquidity), the Borrower shall pay to the Agent for the account of such Lender, then from time to time the Borrower will pay to such Lender or Issuing Bank, as specified by the case may be, such Lender, additional amount or amounts sufficient as will compensate such Lender or Issuing Bank or such Lenders or Issuing Banks holding company for any such reduction suffered. (c) A certificate of a Lender or Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or Issuing Bank or its holding company, as the case may be, as specified in clause (a) or (b) of this Section and the basis of the calculation thereof shall be delivered to the Borrower, and such corporation in the light Lenders or Issuing Banks calculation of such circumstances, to the extent that such Lender reasonably determines such increase in capital amount or liquidity to be allocable to the existence of such Lenders commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower and the Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. For The Borrower shall pay such Lender or Issuing Bank, as the avoidance case may be, the amount shown as due on any such certificate within 15 days after receipt thereof. (d) Failure or delay on part of doubt, any Lender or Issuing Bank to demand compensation pursuant to this Section 2.11(b) shall apply not constitute a waiver of such Lenders or Issuing Banks right to all requestsdemand such compensation; provided that the Borrower shall not be required to compensate a Lender or Issuing Bank pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or Issuing Bank, rulesas the case may be, guidelines notifies the Borrower of the Change in Law giving rise to such increased costs or directives concerning capital adequacy or liquidity issued in connection with the Dodd-Frank Wall Street Reform reductions and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) of such Lenders or the United States financial regulatory authoritiesIssuing Banks intention to claim compensation therefor; provided further that, regardless if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of the date adopted, issued, promulgated or implementedretroactive effect thereof.
Appears in 1 contract Credit Agreement (Coty Inc /),
Increased Costs. (a) If, due to either If at any time after the Effective Date any Change in Law shall (i) the introduction impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Facing Agent or participated in by any change in or in the interpretation of any law or regulation or Lender, (ii) the compliance with subject any guideline or request from Recipient to any central bank Taxes (other than (A) Indemnified Taxes and (B) Excluded Taxes) on its loans, letters of credit commitments, or other governmental authority includingobligations, without limitationor its deposits, reserves, other liabilities or capital attributable thereto, or (iii) impose on any agency Facing Agent or any Lender any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the European Union or similar monetary or multinational authority (whether or not having the force of law), there shall be any foregoing is to increase in the cost to any Facing Agent or any Lender of agreeing to make or making, continuing, converting to, funding or maintaining Eurodollar Rate Advances (excluding for purposes of this Section 2.11(a) and Section 2.11(b) any such increased costs resulting from (i) Taxes other Recipient of issuing, maintaining or taxes described participating in clauses (w) (z) any Letter of the definition of Taxes, imposed on or with respect to any payment made by or on behalf of the Borrower, or Other Taxes (as to which Section 2.14 shall govern) and (ii) Other Connection Taxes that are imposed on or measured by overall net income, or that are franchise taxes or branch profits taxes), then the Borrower shall, from time to time, upon demand by such Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need forCredit, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower and the Agent any sum received or receivable by such LenderFacing Agent, shall be conclusive and binding for all purposes, absent manifest error. (b) If any or Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether Recipient hereunder or not having reduce the force rate of law) affects or would affect the amount return on its capital with respect to Letters of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lenders commitment to lend hereunder and other commitments of this typeCredit, then, upon demand to the applicable Borrower by such the respective Facing Agent, Lender or other Recipient (with a copy of which demand shall be sent by such demand Facing Agent, Lender or other Recipient to the Administrative Agent), the applicable Borrower shall pay to such Facing Agent, Lender or other Recipient such additional amount or amounts as will compensate such Facing Agent, Lender or other Recipient for such increased cost or reduction in the Agent amount receivable or reduction on the rate of return on its capital. Each Recipient, upon determining that any additional amounts will be payable pursuant to this Section 2.10(i), will give prompt written notice thereof to the applicable Borrower, which notice shall include a certificate submitted to the applicable Borrower by the respective Recipient (a copy of which certificate shall be sent by such Recipient to Administrative Agent), setting forth in reasonable detail the basis for the account calculation of such Lender, from time to time as specified by such Lender, additional amount or amounts sufficient necessary to compensate such Lender Recipient, although failure to give any such notice shall not release or such corporation in the light of such circumstances, diminish any Credit Party's obligations to the extent that such Lender reasonably determines such increase in capital or liquidity pay additional amounts pursuant to this Section 2.10(i). The certificate required to be allocable delivered pursuant to the existence of such Lenders commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower and the Agent by such Lender shall be conclusive and binding for all purposesthis Section 2.10(i) shall, absent manifest error. For , be final, conclusive and binding on the avoidance of doubt, this Section 2.11(b) shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or implementedCredit Parties.
Increased Costs. (a) If, due to either If (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority including, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, continuing, converting to, funding or maintaining Eurodollar Rate Advances (excluding for purposes any Loans or Letters of this Section 2.11(a) and Section 2.11(b) any such increased costs resulting from (i) Taxes Credit or taxes described in clauses (w) (z) of the definition of Taxes, imposed on or with respect to any payment made by or on behalf of the Borrower, or Other Taxes (as to which Section 2.14 shall govern) and (ii) Other Connection Taxes that are imposed on any reduction in any amount receivable in respect thereof, and such increased cost or measured by overall net income, reduced amount receivable is due to either: (x) the introduction of or that are franchise taxes any change in or branch profits taxesin the interpretation of any law or regulation after the date hereof; or (y) the compliance with any guideline or request made after the date hereof from any central bank or other Governmental Authority (whether or not having the force of law), then (subject to the provisions of subsection 2.20) the Borrower shall, shall from time to time, upon demand by such Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the reduced amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest errorreceivable. (b) If any Lender determines shall have reasonably determined that compliance with (i) the applicability of any law or law, rule, regulation or guideline adopted after the date hereof pursuant to or arising out of the July 1988 paper of the Basle Committee on Banking Regulations and Supervisory Practices entitled International Convergence of Capital Measurement and Capital Standards, or (ii) the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy affecting such Lender, or request from (iii) any change arising after the date hereof in the foregoing or in the interpretation or administration of any of the foregoing by any Governmental Authority, central bank or other governmental authority comparable agency charged with the interpretation or administration thereof, or (iv) compliance by such Lender (or any lending office of such Lender), or any holding company for such Lender which is subject to any of the capital requirements described above, with any request or directive of general application issued after the date hereof regarding capital adequacy (whether or not having the force of law) affects of any such authority, central bank or comparable agency, has or would affect have the amount effect of reducing the rate of return on such Lenders capital or liquidity required on the capital of any such holding company as a direct consequence of such Lenders obligations hereunder or expected under any Letter of Credit to be maintained by a level below that which such Lender or any corporation such holding company could have achieved but for such adoption, change or other entity controlling compliance (taking into consideration such Lender Lenders policies and that the amount policies of such holding company with respect to capital is increased adequacy) by or based upon the existence of such Lenders commitment to lend hereunder and other commitments of this type, then, upon demand an amount deemed by such Lender to be material, then (with a copy of such demand subject to the Agent), the Borrower shall pay to the Agent for the account provisions of such Lender, subsection 2.19) from time to time as specified by such Lender, Lender may request the Borrower to pay to such Lender such additional amounts sufficient to as will compensate such Lender or any such corporation in holding company for any such reduction suffered, net of the light of such circumstances, to the extent that such Lender savings (if any) which may be reasonably determines such increase in capital or liquidity projected to be allocable to the existence of associated with such Lenders commitment to lend hereunderincreased capital requirement. A Any certificate as to such amounts submitted which is delivered pursuant to subsection 2.20(a) shall, in addition to any items required by subsection 2.20(a), include the calculation of the savings (if any) which may be reasonably projected to be associated with such increased capital requirement; provided that in no event shall any Lender be obligated to pay or refund any amounts to the Borrower and on account of such savings. (c) In the Agent by event that any Governmental Authority shall impose any Eurocurrency Liabilities which increase the cost to any Lender of making or maintaining Eurodollar Rate Loans or Multicurrency Loans, then (subject to the provisions of subsection 2.20) the Borrower shall thereafter pay in respect of the Eurodollar Rate Loans or Multicurrency Loans, as the case may be, of such Lender a rate of interest based upon (i) for Eurodollar Rate Loans, the Eurodollar Reserve Rate (rather than the Eurodollar Rate) and (ii) for Multicurrency Loans, the Eurocurrency Reserve Rate (rather than the Eurocurrency Rate). From and after the delivery to the Borrower of the certificate required by subsection 2.20(a), all references contained in this Agreement to the (i) Eurodollar Rate shall be conclusive deemed to be references to the Eurodollar Reserve Rate with respect to each such affected Lender and binding for all purposes, absent manifest error. For (ii) the avoidance of doubt, this Section 2.11(b) Eurocurrency Rate shall apply be deemed to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection be references to the Eurocurrency Reserve Rate with the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or implementedrespect to each such affected Lender.
Increased Costs. (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority including, without limitation, any agency of the European Union or similar monetary or multinational authority Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to any Lender Person of agreeing to make or making, continuing, converting to, funding or maintaining Eurodollar Rate Revolving Credit Advances (hereunder, including as a result of any tax, levy, impost, deduction, fee, assessment, duty, charge or withholding, and all liabilities with respect thereto, imposed on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, excluding for purposes of this Section 2.11(a) and Section 2.11(b) 2.10 any such increased costs resulting from (i) Taxes or taxes described in clauses (w) (z) of the definition of Taxes, imposed on or with respect amounts excluded from Taxes pursuant to any payment made by or on behalf of the BorrowerSection 2.13, or and Other Taxes (as to which Section 2.14 shall govern) and (ii) Other Connection Taxes that are imposed on or measured by overall net income, or that are franchise taxes or branch profits taxes)Taxes, then the Borrower shall, shall from time to time, upon demand by such Lender Person (with a copy of such demand to the Agent), pay to the Agent on its own account or for the account of such Lender Person additional amounts sufficient to compensate such Lender Person for such increased cost provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lendercost. A certificate as to the amount of such increased cost, submitted to the Borrower and the Agent by such LenderPerson, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority Governmental Authority (whether or not having the force of law) affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lenders commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender (with a copy of such demand to the Agent), the Borrower shall pay to the Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital or liquidity to be allocable to the existence of such Lenders commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower and the Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. For (c) In the avoidance event that a Lender demands payment from the Borrower for amounts owing pursuant to subsection (a) or (b) of doubt, this Section 2.11(b2.10, the Borrower may, upon payment of such amounts and subject to the requirements of Sections 8.04 and 8.07, substitute for such Lender another financial institution, which financial institution shall be an Eligible Assignee and shall assume the Commitments of such Lender and purchase the Revolving Credit Advances held by such Lender in accordance with Section 8.07, provided, however, that (i) no Default shall apply to have occurred and be continuing, (ii) the Borrower shall have satisfied all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued of its obligations in connection with the Dodd-Frank Wall Street Reform Loan Documents with respect to such Lender, and Consumer Protection Act (iii) if such assignee is not a Lender, (A) such assignee is acceptable to the Agent and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by (B) the Bank for International Settlements, Borrower shall have paid the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or implementedAgent a $3,500 administrative fee.
Appears in 1 contract Credit Agreement (Dte Energy Co),
Increased Costs. (a) If, due to either If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of deposits with or for the introduction of account of, or credit extended by, any change in or Lender (except any such reserve requirement reflected in the interpretation of any law Adjusted LIBO Rate) or regulation the Issuing Bank; or (ii) impose on any Lender or the compliance with Issuing Bank or the London interbank market any guideline other condition affecting this Agreement or request from Eurodollar Loans made by such Lender or any central bank Letter of Credit or other governmental authority including, without limitation, participation therein; and the result of any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), there foregoing shall be any to increase in the cost to any such Lender of agreeing making or maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Eurodollar Loan) or makingto increase the cost to such Lender or the Issuing Bank of participating in, continuing, converting to, funding issuing or maintaining Eurodollar Rate Advances any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank hereunder (excluding for purposes whether of this Section 2.11(a) and Section 2.11(b) any such increased costs resulting from (i) Taxes principal, interest or taxes described in clauses (w) (z) of the definition of Taxes, imposed on or otherwise with respect to any payment made by its Eurodollar Loans or on behalf of the Borrowerits maintenance of, or Other Taxes (as to which Section 2.14 shall govern) and (ii) Other Connection Taxes that are imposed on or measured by overall net incomeparticipation in, or that are franchise taxes or branch profits taxesLetters of Credit), then the Borrower shall, from time will pay to time, upon demand by such Lender (with a copy of or the Issuing Bank, as the case may be, such demand to the Agent), pay to the Agent for the account of such Lender additional amount or amounts sufficient to as will compensate such Lender or the Issuing Bank, as the case may be, for such increased cost provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, additional costs incurred or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest errorreduction suffered. (b) If any Lender or the Issuing Bank determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects Change in Law regarding capital requirements has or would affect have the amount effect of reducing the rate of return on such Lenders or the Issuing Banks capital or liquidity required on the capital of such Lenders or expected the Issuing Banks holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to be maintained by a level below that which such Lender or any corporation the Issuing Bank or other entity controlling such Lender Lenders or the Issuing Banks holding company could have achieved but for such Change in Law (taking into consideration such Lenders or the Issuing Banks policies and that the amount of such capital is increased by or based upon the existence policies of such Lenders commitment or the Issuing Banks holding company with respect to lend hereunder and other commitments of this type, then, upon demand by such Lender (with a copy of such demand to the Agentcapital adequacy), the Borrower shall pay to the Agent for the account of such Lender, then from time to time the Borrower will pay to such Lender or the Issuing Bank, as specified by the case may be, such Lender, additional amount or amounts sufficient as will compensate such Lender or the Issuing Bank or such Lenders or the Issuing Banks holding company for any such reduction suffered. (c) A certificate of a Lender or the Issuing Bank setting forth in reasonable detail the calculation of the amount or amounts necessary to compensate such Lender or such corporation the Issuing Bank or its holding company, as the case may be, as specified in the light paragraph (a) or (b) of such circumstances, to the extent that such Lender reasonably determines such increase in capital or liquidity to this Section shall be allocable to the existence of such Lenders commitment to lend hereunder. A certificate as to such amounts submitted delivered to the Borrower and the Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. For The Borrower shall pay such Lender or the avoidance of doubtIssuing Bank, this Section 2.11(b) shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with as the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlementscase may be, the Basel Committee amount shown as due on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or implementedsuch certificate on demand.
Increased Costs. (a) If, due to either If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the introduction of account of, or credit extended or participated in by, any change in Lender or in the interpretation of any law or regulation or Issuing Bank; (ii) subject any Lender or the compliance with any guideline or request from any central bank or other governmental authority including, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), there shall be any increase in the cost Issuing Bank to any Lender tax of agreeing to make or making, continuing, converting to, funding or maintaining Eurodollar Rate Advances (excluding for purposes of this Section 2.11(a) and Section 2.11(b) any such increased costs resulting from (i) Taxes or taxes described in clauses (w) (z) of the definition of Taxes, imposed on or kind whatsoever with respect to this Agreement, any payment Letter of Credit, any participation in a Letter of Credit or any Eurodollar Rate Loan made by or on behalf of the Borrowerit, or Other change the basis of taxation of payments to such Lender or the Issuing Bank in respect thereof (except for Non-Excluded Taxes (as to which Section 2.14 shall govern) and (ii) Other Connection Taxes that are imposed on or taxes measured by overall or imposed upon net income, or that are franchise taxes, or taxes measured by or imposed upon overall capital or net worth, or branch profits taxes (in the case of such capital, net worth or branch taxes, imposed in lieu of such net income taxes), then the Borrower shall, from time to time, upon demand by such Lender ; or (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictionsiii) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If impose on any Lender determines that compliance with or the Issuing Bank or the London interbank market any law other condition, cost or regulation expense (in each case, excluding any taxes of any kind whatsoever) affecting this Agreement or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital or liquidity required or expected to be maintained Eurodollar Rate Loans made by such Lender or any corporation Letter of Credit or other entity controlling participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender and that by an amount such Lender deems to be material of making or maintaining any Eurodollar Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such capital is increased by Lender or based upon the existence Issuing Bank in respect thereof (whether of such Lenders commitment to lend hereunder and principal, interest or any other commitments of this type, amount) then, upon demand by request of such Lender (with a copy of such demand to or the Agent)Issuing Bank, the Borrower shall Borrowers will pay to such Lender or the Agent for Issuing Bank, as the account of case may be, such Lender, from time to time additional amount or amounts as specified by such Lender, additional amounts sufficient to will compensate such Lender or the Issuing Bank, as the case may be, for such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital additional costs incurred or liquidity to be allocable to the existence of such Lenders commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower and the Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. For the avoidance of doubt, this Section 2.11(b) shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or implementedreduction suffered.
Increased Costs. (a) If, due to either (i) after the introduction date of or any change in or in the interpretation this Agreement, as a result of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority including, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law)Change in Law, there shall be imposed, modified or deemed applicable any increase in the cost to any Lender of agreeing to make tax, reserve, special deposit or making, continuing, converting to, funding or maintaining Eurodollar Rate Advances (excluding for purposes of this Section 2.11(a) and Section 2.11(b) any such increased costs resulting from (i) Taxes or taxes described in clauses (w) (z) of the definition of Taxes, imposed on similar requirement against or with respect to any payment made by or on behalf of the Borrower, or Other Taxes (as to which Section 2.14 shall govern) and (ii) Other Connection Taxes that are imposed on or measured by overall net incomereference to Letters of Credit issued or to be issued hereunder or participations in such Letters of Credit, or that are franchise taxes or branch profits taxes), then and the Borrower shall, from time result shall be to time, upon demand by such Lender (with a copy of such demand increase the cost to the Agent), pay to the Agent for the account Issuing Bank or any other Revolving Lender of such Lender additional amounts sufficient to compensate such Lender for such increased cost provided, however, that before making issuing or maintaining any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making Letter of such a designation would avoid the need forCredit or any participation therein, or reduce any amount receivable by the Issuing Bank or any other Revolving Lender hereunder in respect of any Letter of Credit or any participation therein (which increase in cost, or reduction in amount ofreceivable, such increased cost and would not, in shall be the result of the reasonable judgment allocation by the Issuing Bank or such other Revolving Lender, as the case may be, of the aggregate of such increases or reductions resulting from such event; the determination of such amount by the Issuing Bank or such other Revolving Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower and the Agent by such Lendercase may be, shall be conclusive and binding for all purposesbinding, absent manifest error. (b) If any ), then the Issuing Bank or such other Revolving Lender determines that compliance with any law shall notify Lufkin or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect Administrative Agent, as the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender case may be, and that the amount of such capital is increased by or based upon the existence of such Lenders commitment to lend hereunder and other commitments of this type, then, upon demand therefor by such Lender the Administrative Agent, Lufkin (with a copy of such demand subject to the Agent), the Borrower Section 9.17) shall pay to the Agent for the account of Issuing Bank or such other Revolving Lender, from time to time as specified by the Issuing Bank or such Lenderother Revolving Lender through the Administrative Agent, such additional amounts as shall be sufficient to compensate such Lender the Issuing Bank or such corporation other Revolving Lender for such increased costs or reductions in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital or liquidity to be allocable to the existence of such Lenders commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower and the Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. For the avoidance of doubt, this Section 2.11(b) shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or implementedamount.
Increased Costs. If any Change in Law shall: (a) Ifimpose, due to either (i) the introduction of modify or deem applicable any change in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority includingreserve, without limitationspecial deposit, any agency of the European Union compulsory loan, insurance charge or similar monetary requirement against assets of, deposits with or multinational authority for the account of, or credit extended or participated in by, Lender, (whether or not having the force of law), there shall be any increase in the cost b) subject Lender to any Lender of agreeing to make or making, continuing, converting to, funding or maintaining Eurodollar Rate Advances Tax (excluding for purposes of this Section 2.11(aother than a tax based on income) and Section 2.11(b) any such increased costs resulting from (i) Taxes or taxes described in clauses (w) (z) of the definition of Taxes, imposed on or with respect to any payment made by Loan or Loan Document or change the basis of taxation of payments to Lender in respect thereof (other than a tax based on behalf of the Borrowerincome), or Other Taxes (as c) impose on Lender any other condition, cost or expense affecting any Loan or Loan Document, and the result thereof shall be to which Section 2.14 shall govern) and increase the cost to Lender of making or maintaining any Loan (ii) Other Connection Taxes that are imposed on or measured by overall net incomeof maintaining its Commitments), or that are franchise taxes or branch profits taxes), then the Borrower shall, from time to time, upon demand by such Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount ofof any sum received or receivable by Lender hereunder (whether of principal, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender determines that compliance with any law or regulation interest or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lenders commitment to lend hereunder and other commitments of this typeamount), then, upon demand by such Lender (with a copy of such demand to the Agent)Lender's request, the Borrower shall will pay to the Agent Lender such additional amount or amounts as will compensate Lender for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender costs incurred or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital or liquidity to be allocable to the existence of such Lenders commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower and the Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. For the avoidance of doubt, this Section 2.11(b) shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or implementedreduction suffered.
Increased Costs. (a) If, due to either (i) after the introduction of date hereof, the adoption of, or any change in, any applicable law, rule or regulation, or any change in or in the interpretation or administration of any law applicable law, rule or regulation by any governmental authority, central Table of Contentsbank or (ii) comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with any guideline request or request from any central bank or other governmental authority including, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, continuing, converting to, funding or maintaining Eurodollar Rate Advances (excluding for purposes of this Section 2.11(a) and Section 2.11(b) any such increased costs resulting from (i) Taxes or taxes described in clauses (w) (z) of the definition of Taxes, imposed on or with respect to any payment made by or on behalf of the Borrower, or Other Taxes (as to which Section 2.14 shall govern) and (ii) Other Connection Taxes that are imposed on or measured by overall net income, or that are franchise taxes or branch profits taxes), then the Borrower shall, from time to time, upon demand by such Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority directive (whether or not having the force of law) affects of any such authority, central bank or would affect comparable agency arising from such change or adoption: (i) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the LIBOR Rate pursuant to Section 4), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by a Lender; or (ii) shall impose on any Lender any other condition affecting its LIBOR Loans, its Note or its obligation to make LIBOR Loans; and the result of anything described in clauses (i) and (ii) above is to increase the cost to (or to impose a cost on) any Lender (or any LIBOR Office of such Lender) of making or maintaining any LIBOR Loan from the costs any Lender expected to incur but for such change or adoption, or to reduce the amount of capital any sum received or liquidity required receivable by any Lender (or its LIBOR Office) under this Agreement or under its Note with respect thereto below the amount that such Lender expected to receive but for such change or adoption, then within five (5) Business Days after receipt of demand thereof from such Lender, (which demand shall be maintained accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail), Borrowers shall pay directly to such Lender such additional amount as will compensate such Lender for such increased cost or such reduction.(b)If any Lender shall reasonably determine that any change after the date hereof in, or the adoption after the date hereof 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 any Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency arising from such change or adoption, has or would have the effect of reducing the rate of return on such Lender's or such controlling Person's capital as a consequence of such Lender's obligations hereunder or under any Letter of Credit to a level below that which such Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration Lender's or such controlling Person's policies with respect to capital adequacy) by an amount deemed by such Lender or any corporation or other entity such controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lenders commitment Person to lend hereunder and other commitments of this typebe material, then, upon demand by such Lender (with a copy of such demand to the Agent), the Borrower shall pay to the Agent for the account of such Lender, then from time to time as specified time, within five (5) Business Days after receipt of 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), Borrowers shall pay to such Lender such additional amounts sufficient to amount as will compensate such Lender or such corporation in the light of controlling Person for such circumstances, to the extent that such Lender reasonably determines such increase in capital or liquidity to be allocable to the existence of such Lenders commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower and the Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. For the avoidance of doubt, this Section 2.11(b) shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or implementedreduction.
Increased Costs. (a) If, due to either (i) If the introduction adoption of or any change in any Requirements of Law or in the interpretation of or application thereof by any law Governmental Authority or regulation or (ii) the compliance by Buyer with any guideline request or request from any central bank or other governmental authority including, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, continuing, converting to, funding or maintaining Eurodollar Rate Advances (excluding for purposes of this Section 2.11(a) and Section 2.11(b) any such increased costs resulting from (i) Taxes or taxes described in clauses (w) (z) of the definition of Taxes, imposed on or with respect to any payment made by or on behalf of the Borrower, or Other Taxes (as to which Section 2.14 shall govern) and (ii) Other Connection Taxes that are imposed on or measured by overall net income, or that are franchise taxes or branch profits taxes), then the Borrower shall, from time to time, upon demand by such Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority directive (whether or not having the force of law) affects from any central bank or would affect other Governmental Authority having jurisdiction over Buyer made after the date of this Agreement (a) shall subject Buyer to any tax of any kind whatsoever with respect to the Repurchase Documents, any Purchased Asset or any Transaction, or change the basis of taxation of payments to Buyer in respect thereof (except for income taxes and any changes in the rate of tax on Buyers overall Net Income), (b) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of Buyer, or (c) shall impose on Buyer any other condition; and the result of any of the preceding clauses (a), (b) and (c) is to increase the cost to Buyer, by an amount of capital or liquidity required or expected that Buyer deems to be maintained by such Lender material, of entering into, continuing or maintaining Transactions, or to reduce any corporation or other entity controlling such Lender and that amount receivable under the amount of such capital is increased by or based upon the existence of such Lenders commitment to lend hereunder and other commitments of this typeRepurchase Documents in respect thereof, then, upon demand by in any such Lender (with a copy of such demand to the Agent)case, the Borrower Seller shall pay to the Agent Buyer such additional amount or amounts as reasonably necessary to fully compensate Buyer for the account such increased cost or reduced amount receivable. Buyer shall provide written notice to Seller of any change or event pursuant to which additional amounts are due or become due under this Section 12.04 as soon as reasonably practicable after it becomes aware of any such change or event. Upon receipt of such Lendernotice, from time to time as specified by such LenderSeller, in its discretion, shall (a) pay all additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital or liquidity to be allocable to the existence of such Lenders commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower and the Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. For the avoidance of doubt, due under this Section 2.11(b12.04 or (b) shall apply to repurchase all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or implementedPurchased Assets in accordance with Section 3.05.
Increased Costs. (a) If, due to either (i) on or after the introduction of or any change in or in date hereof, the interpretation adoption of any law applicable law, rule or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority including, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), there shall be or any increase change therein, or any change in the cost to interpretation or administration thereof by any Lender of agreeing to make or makinggovernmental authority, continuing, converting to, funding or maintaining Eurodollar Rate Advances (excluding for purposes of this Section 2.11(a) and Section 2.11(b) any such increased costs resulting from (i) Taxes or taxes described in clauses (w) (z) of the definition of Taxes, imposed on or with respect to any payment made by or on behalf of the Borrower, or Other Taxes (as to which Section 2.14 shall govern) and (ii) Other Connection Taxes that are imposed on or measured by overall net income, or that are franchise taxes or branch profits taxes), then the Borrower shall, from time to time, upon demand by such Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority comparable agency charged with the interpretation or administration thereof, or compliance by the Agent with any request or directive (whether or not having the force of law) affects of any such authority, central bank or would affect comparable agency: (a) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board) against assets of, deposits with or for the account of, or credit extended by, the Agent or shall impose on the Agent or on the London interbank market any other condition affecting its LIBOR Rate Loans or its obligation to make LIBOR Rate Loans; or (b) shall impose on the Agent any other condition affecting its LIBOR Rate Loans or its obligation to make LIBOR Rate Loans, and the result of any of the foregoing is to increase the cost to the Agent of making or maintaining any LIBOR Rate Loan, or to reduce the amount of capital any sum received or liquidity required or expected receivable by the Agent under this agreement with respect thereto, by an amount deemed by the Agent to be maintained by such Lender or any corporation or other entity controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lenders commitment to lend hereunder and other commitments of this typematerial, then, upon within 15 days after demand by such Lender (with a copy of such demand to the Agent), the Borrower Borrowers shall pay to the Agent for the account of such Lender, from time to time additional amount or amounts as specified by such Lender, additional amounts sufficient to will compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital or liquidity to be allocable to the existence of such Lenders commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower and the Agent by for such Lender shall be conclusive and binding for all purposes, absent manifest error. For the avoidance of doubt, this Section 2.11(b) shall apply to all requests, rules, guidelines increased cost or directives concerning capital adequacy or liquidity issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or implementedreduction.
Increased Costs. (a) If, due to either (i) after the introduction of Closing Date, the adoption or taking effect of, or any change in, any Law, or any change in the interpretation, administration or in the interpretation application of any law or regulation or (ii) the compliance with Law by any guideline or request from any Governmental Authority, central bank or other governmental authority includingcomparable agency charged with the interpretation, without limitationadministration or application thereof, or compliance by any agency of the European Union Lender with any request, guideline or similar monetary or multinational authority directive (whether or not having the force of lawLaw) of any such authority, central bank or comparable agency: (A) shall impose, modify or deem applicable any reserve (including any reserve imposed by the Board of Governors of the Federal Reserve System, or any successor thereto, but excluding any reserve included in the determination of the LIBOR pursuant to the provisions of this Agreement), there special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by any Lender, or (B) shall be any increase in the cost to impose on any Lender any other condition affecting its LIBOR Loans, any of agreeing its Notes (if any) or its obligation to make or making, continuing, converting to, funding or maintaining Eurodollar Rate Advances (excluding for purposes LIBOR Loans; and the result of this Section 2.11(a) and Section 2.11(b) any such increased costs resulting from (i) Taxes or taxes anything described in clauses (w) (z) of the definition of Taxes, imposed on or with respect to any payment made by or on behalf of the Borrower, or Other Taxes (as to which Section 2.14 shall governA) and (iiB) Other Connection Taxes that are imposed on above is to increase the cost to (or measured by overall net incometo impose a cost on) such Lender of making or maintaining any LIBOR Loan, or that are franchise taxes to reduce the amount of any sum received or branch profits taxes)receivable by such Lender under this Agreement or under any of its Notes (if any) with respect thereto, then the Borrower shall, from time to time, upon within 15 days after demand by such Lender (with 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 such demand which shall be furnished to the Administrative Agent), Borrower shall promptly pay directly to the Agent for the account of such Lender such additional amounts sufficient to amount as will compensate such Lender for such increased cost providedor such reduction, however, that before making any so long as such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if amounts have accrued on or after the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as day which is 180 days prior to the amount of such increased cost, submitted to the Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital or liquidity required or expected to be maintained by date on which such Lender or any corporation or other entity controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lenders commitment to lend hereunder and other commitments of this type, then, upon first made demand by such Lender (with a copy of such demand to the Agent), the Borrower shall pay to the Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital or liquidity to be allocable to the existence of such Lenders commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower and the Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. For the avoidance of doubt, this Section 2.11(b) shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or implementedtherefor.
Increased Costs. (a) If, due to either (i) after the introduction of Closing Date, the adoption of, or any change in, any applicable Law or any change in or in the interpretation or administration of any law or regulation or (ii) the compliance with applicable Law by any guideline or request from any governmental authority, central bank or other governmental authority includingcomparable agency charged with the interpretation or administration thereof, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), there shall be any increase in the cost to compliance by any Lender of agreeing to make or making, continuing, converting to, funding or maintaining Eurodollar Rate Advances (excluding for purposes of this Section 2.11(a) and Section 2.11(b) any such increased costs resulting from (i) Taxes or taxes described in clauses (w) (z) of the definition of Taxes, imposed on or with respect to any payment made by or on behalf of the Borrower, or Other Taxes (as to which Section 2.14 shall govern) and (ii) Other Connection Taxes that are imposed on or measured by overall net income, or that are franchise taxes or branch profits taxes), then the Borrower shall, from time to time, upon demand by such Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender determines that compliance with any law request or regulation or any guideline or request from any central bank or other governmental authority directive (whether or not having the force of law) affects of any such authority, central bank or would affect comparable agency: (i) shall impose, modify or deem applicable any reserve (including any reserve imposed by the Board of Governors of the Federal Reserve System, or any successor thereto, but excluding any reserve included in the determination of the LIBOR pursuant to the provisions of this Agreement), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on any Lender any other condition affecting its LIBOR Loans, its Second Lien Term Notes (if any) or its obligation to make LIBOR Loans; and the result of anything described in clauses (i) above and (ii) is to increase the cost to (or to impose a cost on) such Lender of making or maintaining any LIBOR Loan, or to reduce the amount of capital any sum received or liquidity required or expected to be maintained receivable by such Lender under this Agreement or any corporation or other entity controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lenders commitment to lend hereunder and other commitments of this typeunder its Second Lien Term Notes (if any) with respect thereto, then, then upon demand by such Lender (with 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 such demand which shall be furnished to the Administrative Agent), the Borrower Borrowers shall pay directly to the Agent for the account of such Lender, from time to time Lender such additional amount as specified by such Lender, additional amounts sufficient to will compensate such Lender for such increased cost or such corporation in reduction, so long as such amounts have accrued on or after the light of such circumstances, day which is one hundred eighty (180) days prior to the extent that date on which such Lender reasonably determines such increase in capital or liquidity to be allocable to the existence of such Lenders commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower and the Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. For the avoidance of doubt, this Section 2.11(b) shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or implementedfirst made demand therefor.
Increased Costs. (a) IfIf any Change in Law shall impose, due to either modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (iexcept any such reserve requirement reflected in the Adjusted LIBOR Rate) or Issuing Bank; or impose on any Lender or Issuing Bank or the introduction of London interbank market any other condition affecting this Agreement or LIBOR Rate Loans made by such Lender or any change in Letter of Credit or in participation therein; and the interpretation result of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority including, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), there foregoing shall be any to increase in the cost to any such Lender of agreeing making or maintaining any LIBOR Rate Loan (or of maintaining its obligation to make any such Loan) or makingto increase the cost to such Lender or Issuing Bank of participating in, continuing, converting to, funding issuing or maintaining Eurodollar Rate Advances (excluding for purposes any Letter of this Section 2.11(a) and Section 2.11(b) Credit or to reduce the amount of any such increased costs resulting from (i) Taxes sum received or taxes described in clauses (w) (z) of the definition of Taxes, imposed on or with respect to any payment made by or on behalf of the Borrower, or Other Taxes (as to which Section 2.14 shall govern) and (ii) Other Connection Taxes that are imposed on or measured by overall net income, or that are franchise taxes or branch profits taxes), then the Borrower shall, from time to time, upon demand receivable by such Lender or Issuing Bank hereunder (with a copy whether of such demand to the Agentprincipal, interest or otherwise), then, following delivery of the certificate contemplated by paragraph (c) of this Section, the Borrowers will pay to the Agent for the account of such Lender or Issuing Bank, as applicable, such additional amount or amounts sufficient to as will compensate such Lender or Issuing Bank, as applicable, for such increased cost providedadditional costs incurred or reduction suffered (except for any Taxes, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower and the Agent by such Lender, which shall be conclusive and binding for all purposes, absent manifest errordealt with exclusively pursuant to Section 2.17). (b) If any Lender or Issuing Bank determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects Change in Law regarding capital requirements has or would affect have the amount effect of reducing the rate of return on such Lenders or Issuing Banks capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and that on the amount of such capital is increased by or based upon the existence of such Lenders commitment to lend hereunder and other commitments or Issuing Banks holding company, if any, as a consequence of this typeAgreement or the Loans made by, thenor participations in Letters of Credit held by, upon demand by such Lender (with a copy of such demand to the Agent), the Borrower shall pay to the Agent for the account of such Lender, from time to time as specified or the Letters of Credit issued by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstancesIssuing Bank, to the extent that such Lender reasonably determines such increase in capital or liquidity to be allocable to the existence of such Lenders commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower and the Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. For the avoidance of doubt, this Section 2.11(b) shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or implemented.a
Increased Costs. If any Change in Law shall: (a) Ifimpose, due modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Adjusted Eurodollar Rate) or the Issuing Bank; (b) subject any Lender or the Issuing Bank to either any tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any Eurodollar Loan made by it, or change the basis of taxation of payments to such Lender or the Issuing Bank in respect thereof (i) except for Taxes or Other Taxes covered by Section 6.8 and the introduction of imposition of, or any change in the rate of, any duties, taxes, levies, imposts, fees, deductions, charges or in the interpretation withholdings of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority includingkind, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, continuing, converting to, funding or maintaining Eurodollar Rate Advances (excluding for purposes of this Section 2.11(a) and Section 2.11(b) any such increased costs resulting from (i) Taxes or taxes described in clauses (w) (z) of the definition of Taxes, imposed on or with respect to any payment made and all payments by or on behalf account of any of the BorrowerObligations, or Other Taxes described in Sections 6.8(a)(i), (as to which Section 2.14 shall governii) and (iiiii)); or (c) Other Connection Taxes that are imposed impose on or measured by overall net income, or that are franchise taxes or branch profits taxes), then the Borrower shall, from time to time, upon demand by such Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender determines that compliance with or the Issuing Bank or the London interbank market any law other condition, cost or regulation expense affecting this Agreement or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital or liquidity required or expected to be maintained Eurodollar Rate Loans made by such Lender or any corporation Letter of Credit or other entity controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lenders commitment to lend hereunder and other commitments of this typeparticipation therein, then, upon demand by such Lender (with a copy of such demand to the Agent), the Borrower shall pay to the Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital or liquidity to be allocable to the existence of such Lenders commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower and the Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. For the avoidance of doubt, this Section 2.11(b) shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or implemented.result
Increased Costs. If any Change in Law shall impose, modify or deem applicable any reserve, special deposit or similar requirement (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority including, without limitation, any agency such requirement imposed by the Board of Governors of the European Union or similar monetary or multinational authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, continuing, converting to, funding or maintaining Eurodollar Rate Advances (Federal Reserve System but excluding for purposes of this Section 2.11(a) and Section 2.11(b) any such increased costs resulting from (i) Taxes or taxes described in clauses (w) (z) of the definition of Taxes, imposed on or with respect to any payment made by Eurodollar Ratable Advance any such requirement included in an applicable Statutory Reserve Rate) against assets of, deposits with or for the account of, or credit extended by, any Lender (or its Lending Installation), shall impose on any Lender (or its Lending Installation) or the Administrative Agent or on behalf the London interbank market any other condition (other than Taxes) affecting its Eurodollar Ratable Advances or its obligation to make Eurodollar Ratable Advances, or shall subject such Lender to any Taxes (other than Indemnified Taxes and Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and the result of any of the Borrowerforegoing is to increase the cost to such Lender (or its Lending Installation) of making or maintaining any Eurodollar Ratable Advance, or Other Taxes (as to which Section 2.14 shall govern) and (ii) Other Connection Taxes that are imposed on reduce the amount of any sum received or measured by overall net income, or that are franchise taxes or branch profits taxes), then the Borrower shall, from time to time, upon demand receivable by such Lender (or its Lending Installation) or the Administrative Agent under this Agreement or under its Note with a copy of respect thereto by an amount deemed by such Lender or the Administrative Agent to be material, then, within 30 days after demand to by such Lender, the Agent), Borrower shall pay to the Agent for the account of such Lender such additional amount or amounts sufficient to as will compensate such Lender for such increased cost or reduction; provided, however, that before making any at such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lenders commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender (with a copy of such demand to the Agent), the Borrower shall pay to the Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital or liquidity to be allocable to the existence of such Lenders commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower and the Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. generally assessing such amounts on a non-discriminatory basis against borrowers under agreements having provisions similar to this Agreement.For the avoidance of doubt, this Section 2.11(b) 3.1 shall not apply to all requests, rules, guidelines Indemnified Taxes or directives concerning capital adequacy or liquidity issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or implementedExcluded Taxes.
Appears in 1 contract Credit Agreement (Toll Brothers Inc),
Increased Costs. (a) IfIf the adoption of, due to either (i) the introduction of or any change in in, any Requirements of Law or in the interpretation of or application thereof by any law Governmental Authority, or regulation or (ii) the compliance by Buyer with any guideline request or request from any central bank or other governmental authority including, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, continuing, converting to, funding or maintaining Eurodollar Rate Advances (excluding for purposes of this Section 2.11(a) and Section 2.11(b) any such increased costs resulting from (i) Taxes or taxes described in clauses (w) (z) of the definition of Taxes, imposed on or with respect to any payment made by or on behalf of the Borrower, or Other Taxes (as to which Section 2.14 shall govern) and (ii) Other Connection Taxes that are imposed on or measured by overall net income, or that are franchise taxes or branch profits taxes), then the Borrower shall, from time to time, upon demand by such Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority directive (whether or not having the force of law) affects from any central bank or would affect other Governmental Authority having jurisdiction over Buyer made after the date of this Agreement, shall: (a) subject Buyer to any Taxes (other than (i) Indemnified Taxes, (ii) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes or (iii) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, (b) impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of Buyer, or (c) impose on Buyer (other than Taxes) any other condition; and the result of any of the preceding clauses (a), (b) and (c) is to increase the cost to Buyer, by an amount of capital or liquidity required or expected that Buyer deems to be maintained by such Lender material, of entering into, continuing or maintaining Transactions, or to reduce any corporation or other entity controlling such Lender and that amount receivable under the amount of such capital is increased by or based upon the existence of such Lenders commitment to lend hereunder and other commitments of this typeRepurchase Documents in respect thereof, then, in any such case, upon demand by such Lender not less than thirty (with a copy of such demand 30) days prior written notice to the Agent)Seller, the Borrower Seller shall pay to the Agent Buyer such additional amount or amounts as reasonably necessary to fully compensate Buyer for the account of such Lenderincreased cost or reduced amount receivable; provided that, from time to time as specified by in demanding any such Lenderadditional amounts, additional amounts sufficient to compensate such Lender or such corporation Buyer shall not treat Seller differently than other similarly situated customers in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital or liquidity to be allocable to the existence of such Lenders commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower and the Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. For the avoidance of doubt, this Section 2.11(b) shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or implementedrepurchase transactions.
Increased Costs. (a) Costs from Change in Law or Authorities. If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements to the extent such change is included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority including, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), there shall be any increase in the cost to (x) any Lender of agreeing to make or making, continuing, converting to, funding or maintaining Eurodollar LIBO Rate Advances or Floating Rate Bid Advances or (excluding for purposes of this Section 2.11(ay) and Section 2.11(b) the Administrative Agents or any such increased costs resulting from (i) Taxes or taxes described in clauses (w) (z) of the definition of Taxes, imposed on or Lender with respect to any payment made by or on behalf Advance as a result of any taxes (except that in no event shall any amount be payable pursuant to this Section 2.12 in respect of (A) taxes excluded from the Borrowerdefinition of Taxes pursuant to Section 2.15, or (B) Taxes and Other Taxes (as to which Section 2.14 shall govern) 2.15 applies, and (iiC) Other Connection Taxes that are imposed on or measured by changes in the basis of taxation of overall net incomeincome or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Applicable Lending Office or any political subdivision thereof) on such Administrative Agent's or Lender's loans, loan principal, commitments or other obligations, or that are franchise taxes its deposits, reserves, other liabilities or branch profits taxes)capital attributable thereto, then the Borrower shall, of the affected Advances shall from time to time, upon demand by such Lender or an Administrative Agent (with a copy of such demand to the JPMCB, as Administrative Agent), pay to the Agent an Administrative Agent, for the account of such Lender or Administrative Agent additional amounts sufficient to compensate such Lender or Administrative Agent for such increased cost cost; provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Altria, such Borrower and JPMCB, as Administrative Agent, by such Lender or Administrative Agent, shall be conclusive and binding for all purposes, absent manifest error.(b)Reduction in Lender's Rate of Return. In the Agent event that, after the date hereof, the implementation of or any change in any law or regulation, or any guideline or directive (whether or not having the force of law) or the interpretation or administration thereof by any central bank or other authority charged with the administration thereof, imposes, modifies or deems applicable any capital adequacy or similar requirement (including, without limitation, a request or requirement which affects the manner in which any Lender allocates capital resources to its commitments, including its obligations hereunder) and as a result thereof, in the sole opinion of such Lender, the rate of return on such Lender's capital as a consequence of its obligations hereunder is reduced to a level below that which such Lender could have achieved but for such circumstances, but reduced to the extent that Borrowings are outstanding from time to time, then in each such case, upon demand from time to time Altria shall pay to such Lender such additional amount or amounts as shall compensate such Lender for such reduction in rate of return; provided that, in the case of each Lender, such additional amount or amounts shall not exceed 0.15 of 1% per annum of such Lender's Commitment. A certificate of such Lender as to any such additional amount or amounts shall be conclusive and binding for all purposes, absent manifest error. (b) If Except as provided below, in determining any such amount or amounts each Lender determines may use any reasonable averaging and attribution methods. Notwithstanding the foregoing, each Lender shall take all reasonable actions to avoid the imposition of, or reduce the amounts of, such increased costs, provided that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having such actions, in the force of law) affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lenders commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender (with a copy of such demand to the Agent), the Borrower shall pay to the Agent for the account reasonable judgment of such Lender, from time will not be otherwise disadvantageous to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstancesand, to the extent that possible, each Lender will calculate such Lender reasonably determines increased costs based upon the capital requirements for its Commitment hereunder and not upon the average or general capital requirements imposed upon such increase in capital or liquidity to be allocable to the existence of such Lenders commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower and the Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. For the avoidance of doubt, this Section 2.11(b) shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or implementedLender.
Increased Costs. (a) IfIf after the date hereof, due to either (i) the introduction adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation of or administration thereof by any law or regulation or (ii) the compliance with any guideline or request from any Governmental Authority, central bank or other governmental authority includingcomparable agency charged with the interpretation or administration thereof, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), there shall be any increase in the cost to compliance by any Lender of agreeing to make (or making, continuing, converting to, funding or maintaining Eurodollar Rate Advances (excluding for purposes of this Section 2.11(a) and Section 2.11(b) any such increased costs resulting from (i) Taxes or taxes described in clauses (w) (z) of the definition of Taxes, imposed on or with respect to any payment made by or on behalf of the Borrower, or Other Taxes (as to which Section 2.14 shall govern) and (ii) Other Connection Taxes that are imposed on or measured by overall net income, or that are franchise taxes or branch profits taxes), then the Borrower shall, from time to time, upon demand by such Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (bOffice) If any Lender determines that compliance with any law request or regulation or any guideline or request from any central bank or other governmental authority directive (whether or not having the force of law) affects of any such authority, central bank or would affect comparable agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, insurance assessment or similar requirement against the Letter of Credit issued or participated in by, assets of, deposits with or for the account of or credit extended by, any Lender (or its Applicable Lending Office) or shall impose on any Lender (or its Applicable Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition affecting its Euro-Dollar Loans, its Notes, its obligation to make Euro-Dollar Loans or its obligations hereunder in respect of the Letter of Credit, and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan, or of issuing or participating in the Letter of Credit, or to reduce the amount of capital any sum received or liquidity required or expected to be maintained receivable by such Lender (or any corporation its Applicable Lending Office) under this Agreement or other entity controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lenders commitment to lend hereunder and other commitments of this typeunder its Notes with respect thereto, then, upon within 15 days after demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Agent for the account of such LenderLender such additional amount or amounts, from time to time as specified determined by such LenderLender in good faith, additional amounts sufficient to as will compensate such Lender for such increased cost or such corporation in the light of such circumstancesreduction, solely to the extent that any such additional amounts were incurred by the Lender reasonably determines such increase in capital or liquidity to be allocable to the existence within 90 days of such Lenders commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower and the Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. For the avoidance of doubt, this Section 2.11(b) shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or implementeddemand.
Increased Costs. (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority including, without limitation, any agency of the European Union or similar monetary or multinational authority Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to any Lender Person of agreeing to make or making, continuing, converting to, funding or maintaining Eurodollar Rate Revolving Credit Advances (or participating in any Facility LC hereunder, including as a result of any tax, levy, impost, deduction, fee, assessment, duty, charge or withholding, and all liabilities with respect thereto, imposed on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, excluding for purposes of this Section 2.11(a) and Section 2.11(b) 2.10 any such increased costs resulting from (i) Taxes or taxes described in clauses (w) (z) of the definition of Taxes, imposed on or with respect amounts excluded from Taxes pursuant to any payment made by or on behalf of the BorrowerSection 2.13, or and Other Taxes (as to which Section 2.14 shall govern) and (ii) Other Connection Taxes that are imposed on or measured by overall net income, or that are franchise taxes or branch profits taxes)Taxes, then the Borrower shall, shall from time to time, upon demand by such Lender Person (with a copy of such demand to the Agent), pay to the Agent on its own account or for the account of such Lender Person, as applicable, additional amounts sufficient to compensate such Lender Person, for such increased cost provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lendercost. A certificate as to the amount of such increased cost, submitted to the Borrower and the Agent by such LenderPerson, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender or LC Issuer determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority Governmental Authority (whether or not having the force of law) affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or such LC Issuer or any corporation or other entity controlling such Lender or such LC Issuer, as applicable, and that the amount of such capital or liquidity is increased by or based upon the existence of such Lenders commitment to lend hereunder or to participate in Facility LCs hereunder and other commitments of this typetype or such LC Issuers issuance of Facility LCs hereunder, then, upon demand by such Lender or such LC Issuer, as applicable, (with a copy of such demand to the Agent), the Borrower shall pay to the Agent for the account of such LenderLender or such LC Issuer, as applicable, from time to time as specified by such LenderLender or such LC Issuer, as applicable, additional amounts sufficient to compensate such Lender or such LC Issuer, as applicable, or such corporation in the light of such circumstances, to the extent that such Lender or such LC Issuer, as applicable, reasonably determines such increase in capital or liquidity to be allocable to the existence of such Lenders commitment to lend hereunder or to participate in Facility LCs hereunder or such LC Issuers agreement to issue Facility LCs hereunder. A certificate as to such amounts submitted to the Borrower and the Agent by such Lender or such LC Issuer, as applicable, shall be conclusive and binding for all purposes, absent manifest error. For (c) In the avoidance event that a Lender demands payment from the Borrower for amounts owing pursuant to subsection (a) or (b) of doubt, this Section 2.11(b2.10, the Borrower may, upon payment of such amounts and subject to the requirements of Sections 8.04 and 8.07, substitute for such Lender another financial institution, which financial institution shall be an Eligible Assignee and shall assume the Commitments of such Lender and purchase the Outstanding Credit Exposures held by such Lender in accordance with Section 8.07, provided, however, that (i) no Default shall apply to have occurred and be continuing, (ii) the Borrower shall have satisfied all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued of its obligations in connection with the Loan Documents with respect to such Lender, and (iii) if such assignee is not a Lender, (A) such assignee is acceptable to the Agent and (B) the Borrower shall have paid the Agent a $3,500 administrative fee. (d) If any Lender requests compensation under this Section 2.10, then such Lender shall, if requested by the Borrower, use reasonable efforts to designate a different Applicable Lending Office for funding or booking its Revolving Credit Advances hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.10 in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (e) For purposes of this Section 2.10, and notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, requirements, guidelines and directives thereunder or issued in connection therewith or in implementation thereof and (ii) all requests, rules, guidelines, requirements and directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices Supervision (or any successor or similar authority) or the United States financial or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to have been enacted, adopted and issued after the date hereof, regardless of the date enacted, adopted, issued, promulgated issued or implemented. (f) Failure or delay on the part of any Lender or LC Issuer to demand compensation pursuant to this Section shall not constitute a waiver of such Lenders or such LC Issuers right to demand such compensation; provided that, the Borrower shall not be required to compensate a Lender or LC Issuer pursuant to this Section for any increased costs incurred more than 270 days prior to the date that such Lender or such LC Issuer, as the case may be, notifies the Borrower of the circumstances giving rise to such increased costs and of such Lenders or such LC Issuers intention to claim compensation therefor; provided further that, if the circumstance giving rise to such increased costs is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof.
Appears in 1 contract Credit Agreement (Dte Energy Co),
Increased Costs. (a) IfIf after the date hereof, due to either (i) the introduction adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation of or administration thereof by any law or regulation or (ii) the compliance with any guideline or request from any Governmental Authority, central bank or other governmental authority includingcomparable agency charged with the interpretation or administration thereof, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), there shall be any increase in the cost to compliance by any Lender of agreeing to make (or making, continuing, converting to, funding or maintaining Eurodollar Rate Advances (excluding for purposes of this Section 2.11(a) and Section 2.11(b) any such increased costs resulting from (i) Taxes or taxes described in clauses (w) (z) of the definition of Taxes, imposed on or with respect to any payment made by or on behalf of the Borrower, or Other Taxes (as to which Section 2.14 shall govern) and (ii) Other Connection Taxes that are imposed on or measured by overall net income, or that are franchise taxes or branch profits taxes), then the Borrower shall, from time to time, upon demand by such Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (bOffice) If any Lender determines that compliance with any law request or regulation or any guideline or request from any central bank or other governmental authority directive (whether or not having the force of law) affects of any such authority, central bank or would affect comparable agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of G overnors of the Federal Reserve System), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of or credit extended by, any Lender (or its Applicable Lending Office) or shall impose on any Lender (or its Applicable Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition affecting its Euro-Dollar Loans, Notes or obligation to make Euro-Dollar Loans, and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan or to reduce the amount of capital any sum received or liquidity required or expected to be maintained receivable by such Lender (or any corporation or other entity controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lenders commitment to lend hereunder and other commitments of its Applicable Lending Office) under this typeAgreement, then, upon within fifteen (15) days after demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Agent for the account of such LenderLender such additional amount or amounts, from time to time as specified determined by such LenderLender in good faith, additional amounts sufficient to as will compensate such Lender for such increased cost or such corporation in the light of such circumstancesreduction, solely to the extent that any such additional amounts were incurred by the Lender reasonably determines such increase in capital or liquidity to be allocable to the existence within ninety (90) days of such Lenders commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower and the Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. For the avoidance of doubt, this Section 2.11(b) shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or implementeddemand.
Increased Costs. (a) IfIf after the Closing Date, due to either (i) the introduction of adoption of, or any change in, any applicable law, rule, or regulation, or any change in or in the interpretation of or administration thereof by any law Governmental Authority charged with the interpretation or regulation administration thereof, or compliance by Lender (iior its Affiliates) the compliance with any guideline request, guideline, or request from any central bank or other governmental authority including, without limitation, any agency directive (irrespective of the European Union or similar monetary or multinational authority (whether or not having the force of law)) of any governmental authority (a Regulatory Change) shall impose, there shall be modify, or deem applicable any increase in the cost to any Lender of agreeing to make reserve, special deposit, or making, continuing, converting to, funding or maintaining Eurodollar Rate Advances similar requirement (excluding for purposes of this Section 2.11(a) and Section 2.11(b) including any such increased costs resulting from (i) Taxes or taxes described in clauses (w) (z) of requirement imposed by the definition of TaxesFederal Reserve Board, imposed on or but excluding with respect to any payment made by or on behalf LIBOR Rate Loan any such requirement included in the calculation of the BorrowerBase LIBOR Rate, as applicable) against Assets of, deposits with, or Other Taxes (as to which Section 2.14 shall govern) and (ii) Other Connection Taxes that are imposed on or measured by overall net income, or that are franchise taxes or branch profits taxes), then the Borrower shall, from time to time, upon demand by such Lender (with a copy of such demand to the Agent), pay to the Agent for the account of of, or credit extended by, Lender (or its Affiliates) or shall impose on Lender (or its Affiliates) or the interbank eurodollar market any other condition affecting its LIBOR Rate Loans, as applicable, or its obligation to make LIBOR Rate Loans, as applicable, then, Lender may, by written notice given to Borrower, require Borrower to pay to Lender such Lender additional amounts sufficient to as shall compensate such Lender for such increased cost provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to reduction, loss, or expense actually incurred by Lender in connection with the Borrower Loans for preceding the date on which such notice is given during each fiscal quarter thereafter. Any such request for compensation by Lender under this Section 2.13 shall set forth the basis of calculation thereof and shall, in the Agent by such Lenderabsence of manifest error, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lenders commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender (with a copy of such demand to the Agent), the Borrower shall pay to the Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital or liquidity to be allocable to the existence of such Lenders commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower and the Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. For the avoidance of doubt, this Section 2.11(b) shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or implemented.
Appears in 1 contract Credit Agreement (JMP Group Inc.),
Increased Costs. (a) If, due to either (i) In the introduction of event that any Applicable Law or any change Change in Law or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority including, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), there shall be any increase in the cost to by any Lender of agreeing to make or making, continuing, converting to, funding or maintaining Eurodollar Rate Advances (excluding for purposes of this Section 2.11(a) 3.7, the term "Lender" shall include Administrative Agent or any Lender and Section 2.11(b) any such increased costs resulting from (i) Taxes corporation or taxes described in clauses (w) (z) of bank controlling Administrative Agent or any Lender and the definition of Taxes, imposed on office or with respect to branch where Administrative Agent or any payment made by or on behalf of the Borrower, or Other Taxes Lender (as to which Section 2.14 shall governso defined) and (iimakes or maintains any LIBOR Rate Loans) Other Connection Taxes that are imposed on or measured by overall net income, or that are franchise taxes or branch profits taxes), then the Borrower shall, from time to time, upon demand by such Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender determines that compliance with any law request or regulation or any guideline or request from any central bank or other governmental authority directive (whether or not having the force of law) affects from any central bank or would affect other financial, monetary or other authority, shall:(e) subject Administrative Agent or any Lender to any tax of any kind whatsoever with respect to this Agreement or any LIBOR Rate Loan, or change the basis of taxation of payments to Administrative Agent or such Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 3.11 and the imposition of, or any change in the rate of, any Excluded Tax payable by Administrative Agent or such Lender);(f) impose, modify or deem applicable any reserve, special deposit, assessment, special deposit, compulsory loan, insurance charge or similar requirement against assets held by, or deposits in or for the account of, advances or loans by, or other credit extended by, any office of Administrative Agent or any Lender, including pursuant to Regulation D of the Board of Governors of the Federal Reserve System; or(g) impose on Administrative Agent, any Lender or the London interbank LIBOR market any other condition, loss or expense (other than Taxes) affecting this Agreement or any Other Document or any Loan made by any Lender;and the result of any of the foregoing is to increase the cost to Administrative Agent or any Lender of making, converting to, continuing, renewing or maintaining its Loan hereunder by an amount that Administrative Agent or such Lender deems to be material or to reduce the amount of capital any payment (whether of principal, interest or liquidity required otherwise) in respect of the Loans by an amount that Administrative Agent or expected such Lender deems to be maintained by material, then, in any case Borrower shall promptly pay Administrative Agent or such Lender, upon its demand, such additional amount as will compensate Administrative Agent or such Lender for such additional cost or any corporation such reduction, as the case may be. Administrative Agent or other entity controlling such Lender and that shall certify the amount of such capital is increased by additional cost or based upon the existence of reduced amount to Borrower, and such Lenders commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender (with a copy of such demand to the Agent), the Borrower shall pay to the Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital or liquidity to be allocable to the existence of such Lenders commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower and the Agent by such Lender certification shall be conclusive and binding for all purposes, absent manifest error. For the avoidance of doubt, this Section 2.11(b) shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or implemented.
Increased Costs. (a) IfIf any Change in Law shall (1)(A) impose, due to either modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Construction/Term Loan Lender or Issuing Bank (ias applicable); or (B) impose on any Construction/Term Loan Lender or Issuing Bank (as applicable) or the London interbank market any other material condition affecting this Agreement or LIBO Loans made by such Construction/Term Loan Lender or Issuing Bank (except, in each case, for Taxes); and (2) the introduction of or any change in or in the interpretation result of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority including, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), there foregoing shall be any to increase in the cost to such Construction/Term Loan Lender or Issuing Bank of making or maintaining any Lender LIBO Loan (or of agreeing maintaining its obligation to make or making, continuing, converting to, funding or maintaining Eurodollar Rate Advances (excluding for purposes of this Section 2.11(a) and Section 2.11(b) any such increased costs resulting from Loan) to the Borrower or to reduce the amount of any sum received or receivable by such Construction/Term Loan Lender or Issuing Bank hereunder (iwhether of principal, interest or otherwise) Taxes (except, in each case, for Taxes), in each case by an amount that such Construction/Term Loan Lender or taxes described in clauses (w) (z) of the definition of Taxes, imposed on or with respect Issuing Bank reasonably deems to any payment made by or on behalf of the Borrower, or Other Taxes (as to which Section 2.14 shall govern) and (ii) Other Connection Taxes that are imposed on or measured by overall net income, or that are franchise taxes or branch profits taxes)be material, then the Borrower shall, from time to time, upon demand by such Lender (with a copy of such demand to the Agent), will pay to the Agent for the account of such Construction/Term Loan Lender or Issuing Bank (as applicable) such additional amount or amounts sufficient to as will compensate such Construction/Term Loan Lender or Issuing Bank for such increased cost provided, however, that before making any such demand, each Lender agrees to use reasonable efforts additional costs incurred or reduction suffered (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lenders commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender (with a copy of such demand to the Agent), the Borrower shall pay to the Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, except to the extent that such Lender reasonably determines such increase in capital or liquidity to be allocable to the existence of such Lenders commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower and the Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. For the avoidance of doubt, this is excused from payment pursuant to Section 2.11(b) shall apply 5.04 (Obligation to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or implementedMitigate)).
Appears in 1 contract Credit Agreement (El Paso Corp/De),
Increased Costs. (a) If, due to either (i) the introduction or phase in of or any change in or in the interpretation of any law law, rule, guideline, decision, directive, treaty or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority including, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, continuing, converting to, funding or maintaining Eurodollar Eurocurrency Rate Advances or of agreeing to issue or of issuing or maintaining or participating in Letters of Credit (excluding for purposes of this Section 2.11(a) and Section 2.11(b) 2.11 any such increased costs resulting from (i) Indemnified Taxes or taxes described in clauses (w) (z) of the definition of Taxes, imposed on or with respect to any payment made by or on behalf of the Borrower, or Other Taxes (as to which Section 2.14 shall govern) and (ii) Other Connection the imposition of, or any change in the basis or rate of, any Excluded Tax (A) described in paragraphs (a)(i), (b), (c) or (d) of the definition of Excluded Taxes that are or (B) described in paragraph (a)(ii) of the definition of Excluded Taxes to the extent such Tax is imposed on gross or measured by overall net income, profits or revenue (including value-added or similar taxes), that are franchise taxes or branch profits taxesis payable by such Lender), then the Borrower shall, shall from time to time, promptly upon demand receipt of a written request by such Lender (with a copy of such demand request to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost cost; provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the liquidity of or the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and that the amount of such liquidity or capital is increased by or based upon the existence of such Lenders commitment to lend or to issue or participate in Letters of Credit hereunder and other commitments of this typesuch type or the Issuance or maintenance of or participation in the Letters of Credit (or similar contingent obligations), then, promptly upon demand receipt of a written request by such Lender (with a copy of such demand request to the Agent), the Borrower shall pay to the Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital or liquidity to be allocable to the existence of such Lenders commitment to lend hereunderor to issue or participate in Letters of Credit hereunder or to the Issuance or maintenance of or participation in any Letters of Credit. A certificate as to such amounts submitted to the Borrower and the Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. For (c) Notwithstanding anything herein to the avoidance of doubtcontrary, this Section 2.11(b) shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act Act, and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated thereunder or promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, are deemed to have been introduced or adopted after the date hereof, regardless of the date adopted, issued, promulgated or implemented.
Increased Costs. If there shall occur any adoption or implementation of, or change to, any Regulation, or interpretation or administration thereof, which shall have the effect of imposing on Lender (aor Lender's holding company) If, due to either (i) the introduction any increase or expansion of or any change in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority including, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, continuing, converting to, funding or maintaining Eurodollar Rate Advances new: tax (excluding for purposes of this Section 2.11(a) taxes on its overall income and Section 2.11(b) any such increased costs resulting from (i) Taxes or taxes described in clauses (w) (z) of the definition of Taxes, imposed on or with respect to any payment made by or on behalf of the Borrower, or Other Taxes (as to which Section 2.14 shall govern) and (ii) Other Connection Taxes that are imposed on or measured by overall net income, or that are franchise taxes or branch profits taxes), then the Borrower shallcharge, from time to timefee, upon demand by such Lender (assessment or deduction of any kind whatsoever, or reserve, capital adequacy, special deposits or similar requirements against credit extended by, assets of, or deposits with a copy of such demand to the Agent), pay to the Agent or for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether conditions affecting the extensions of credit under this Agreement or not having evidenced by the force of law) affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lenders commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender (with a copy of such demand to the Agent), the Note; then Borrower shall pay to the Agent for the account of Lender such Lender, from time to time additional amount as specified by such Lender, additional amounts sufficient Lender deems necessary to compensate such Lender for any increased cost to Lender attributable to the extension(s) of credit under this Agreement or such corporation evidenced by the Note and/or for any reduction in the light rate of such circumstances, to the extent that such Lender reasonably determines such increase in return on Lender's capital or liquidity to be allocable to the existence of such Lenders commitment to lend hereunder. A certificate as and/or Lender's revenue attributable to such amounts submitted extension(s) of credit. As used above, the term "Regulation" shall include any federal, state or international law, governmental or quasi-governmental rule, regulation, policy, guideline or directive (including but not limited to the Borrower and the Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. For the avoidance of doubt, this Section 2.11(b) shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requestsenactments, rules, guidelines issuances or directives concerning capital adequacy or liquidity promulgated similar pronouncements by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any similar authority and any successor or similar authoritythereto) or the United States financial regulatory authorities, regardless that applies to Lender. Lender's determination of the date adoptedadditional amount(s) due under this paragraph shall be binding in the absence of manifest error, issuedand such amount(s) shall be payable within 15 days of demand and, promulgated or implementedif recurring, as otherwise billed by Lender.
Increased Costs. (a) If, due to either (i) after the introduction of date hereof, the adoption of, or any change in, any applicable law, rule or regulation, or any change in or in the interpretation or administration of any law applicable law, rule or regulation or (ii) the compliance with by any guideline or request from any governmental authority, central bank or other governmental authority includingcomparable agency charged with the interpretation or administration thereof, without limitation, or compliance by any agency of the European Union Lender with any request or similar monetary or multinational authority directive (whether or not having the force of law), there shall be any increase in the cost to any Lender ) of agreeing to make or making, continuing, converting to, funding or maintaining Eurodollar Rate Advances (excluding for purposes of this Section 2.11(a) and Section 2.11(b) any such increased costs resulting from authority, central bank or comparable agency: (i) Taxes shall impose, modify or taxes deem applicable any reserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the LIBOR Rate pursuant to Section 4), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on any Lender any other condition affecting its LIBOR Loans, its Note or its obligation to make LIBOR Loans; and the result of anything described in clauses (w) (z) of the definition of Taxes, imposed on or with respect to any payment made by or on behalf of the Borrower, or Other Taxes (as to which Section 2.14 shall governi) and (ii) Other Connection Taxes that are imposed above is to increase the cost to (or to impose a cost on) such Lender (or any LIBOR Office of such Lender) of making or maintaining any LIBOR Loan, or to reduce the amount of any sum received or receivable by such Lender (or its LIBOR Office) 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 Administrative Agent), the Borrowers shall pay directly to such Lender such additional amount as will compensate such Lender for such increased cost or such reduction, so long as such amounts have accrued on or measured by overall net incomeafter the day which is 180 days prior to the date on which such Lender first made demand therefor. (b) If any 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 any Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lenders or such controlling Persons capital as a consequence of such Lenders obligations hereunder or under any Letter of Credit to a level below that are franchise taxes which such Lender or branch profits taxes)such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Lenders or such controlling Persons policies with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then the Borrower shall, from time to time, upon demand by such Lender (with 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 such demand which shall be furnished to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lenders commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower Borrowers shall pay to the Agent for the account of such Lender, from time to time Lender such additional amount as specified by such Lender, additional amounts sufficient to will compensate such Lender or such corporation in controlling Person for such reduction so long as such amounts have accrued on or after the light of such circumstances, day which is 180 days prior to the extent that date on which such Lender reasonably determines such increase in capital or liquidity to be allocable to the existence of such Lenders commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower and the Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. For the avoidance of doubt, this Section 2.11(b) shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or implementedfirst made demand therefor.
Increased Costs. If any Change in Law shall: (a) Ifimpose, due to either (i) modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the introduction of account of, or any change credit extended or participated in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority including, without limitationby, any agency of the European Union or similar monetary or multinational authority Lender, (whether or not having the force of law), there shall be b) subject any increase in the cost Lender to any Lender of agreeing to make or making, continuing, converting to, funding or maintaining Eurodollar Rate Advances (excluding for purposes of this Section 2.11(a) and Section 2.11(b) any such increased costs resulting from (i) Taxes or taxes described in clauses (w) (z) of the definition of Taxes, imposed on or Tax with respect to any payment made by Loan or on behalf Loan Document or change the basis of the Borrowertaxation of payments to any Lender in respect thereof, or Other Taxes (as c) impose on any Lender any other condition, cost or expense affecting any Loan or Loan Document, and the result thereof shall be to which Section 2.14 shall govern) and increase the cost to such Lender of making or maintaining any Loan (ii) Other Connection Taxes that are imposed on or measured by overall net incomeof maintaining its obligation to make any such Loan), or that are franchise taxes to reduce the amount of any sum received or branch profits taxes), then the Borrower shall, from time to time, upon demand receivable by such Lender hereunder (with a copy whether of principal, interest or any other amount) then, upon request by such demand to the Agent)Lender, Borrower will pay to the Agent for the account of such Lender such additional amount or amounts sufficient to as will compensate such Lender for such increased cost provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, additional costs incurred or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lenders commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender (with a copy of such demand to the Agent), the Borrower shall pay to the Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital or liquidity to be allocable to the existence of such Lenders commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower and the Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. For the avoidance of doubt, this Section 2.11(b) shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or implementedreduction suffered.
Increased Costs. (a) IfIf after the Effective Date, due to either (i) the introduction adoption of any applicable law, rule or regulation, or any change therein, or any change in or in the interpretation of or administration thereof by any law or regulation or (ii) the compliance with any guideline or request from any governmental authority, central bank or other governmental authority including, without limitation, any comparable agency of charged with the European Union interpretation or similar monetary or multinational authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, continuing, converting to, funding or maintaining Eurodollar Rate Advances (excluding for purposes of this Section 2.11(a) and Section 2.11(b) any such increased costs resulting from (i) Taxes or taxes described in clauses (w) (z) of the definition of Taxes, imposed on or with respect to any payment made by or on behalf of the Borroweradministration thereof, or Other Taxes (as to which Section 2.14 shall govern) and (ii) Other Connection Taxes that are imposed on compliance by any Letter of Credit Issuer or measured by overall net income, or that are franchise taxes or branch profits taxes), then the Borrower shall, from time to time, upon demand by such any Domestic Facility Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender determines that compliance with any law request or regulation or any guideline or request from any central bank or other governmental authority directive (whether or not having the force of law) affects by any such authority, central bank or would affect comparable agency (in each case made subsequent to the Effective Date) shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against Domestic Facility Letters of Credit issued by such Letter of Credit Issuer or such Domestic Facility Lenders participation therein, or (ii) shall impose on such Letter of Credit Issuer or any Domestic Facility Lender any other conditions affecting this Agreement, any Domestic Facility Letter of Credit or such Lenders participation therein; and the result of any of the foregoing is to increase the cost to such Letter of Credit Issuer or such Lender of issuing, maintaining or participating in any Domestic Facility Letter of Credit, or to reduce the amount of capital any sum received or liquidity required or expected to be maintained receivable by such Lender Letter of Credit Issuer or any corporation or other entity controlling such Lender and that hereunder (other than any increased cost or reduction in the amount received or receivable resulting from the imposition of such capital is increased by or based upon a change in the existence rate of such Lenders commitment to lend hereunder and other commitments of this typetaxes or similar charges), then, upon demand to the applicable Borrower by such Letter of Credit Issuer or such Lender (with a copy of which notice shall be sent by such demand Letter of Credit Issuer or such Lender to the Domestic Administrative Agent), the applicable Borrower shall pay to the Agent for the account such Letter of Credit Issuer or such Lender, from time to time Domestic Facility Lender such additional amount or amounts as specified by will compensate any such Lender, additional amounts sufficient to compensate Letter of Credit Issuer or such Lender for such increased cost or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital or liquidity to be allocable to the existence of such Lenders commitment to lend hereunderreduction. A certificate as to such amounts submitted to the applicable Borrower and by the Agent Letter of Credit Issuer or any such Domestic Facility Lender, as the case may be (a copy of which certificate shall be sent by the Letter of Credit Issuer or such Lender to the Domestic Administrative Agent), setting forth the basis for the determination of such additional amount or amounts necessary to compensate any Letter of Credit Issuer or such Lender as aforesaid shall be conclusive and binding for all purposes, on the Borrowers absent manifest error. For , although the avoidance failure to deliver any such certificate shall not release or diminish any of doubt, such Borrowers obligations to pay additional amounts pursuant to this Section 2.11(b) shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or implementedsection 3.5.
Increased Costs. (a) IfIf any Change in Law shall impose, due to either modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (iexcept any such reserve requirement reflected in the Adjusted LIBOR Rate) or Issuing Bank; or impose on any Lender or Issuing Bank or the introduction of London interbank market any other condition affecting this Agreement or LIBOR Rate Loans made by such Lender or any change in Letter of Credit or in participation therein; and the interpretation result of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority including, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), there foregoing shall be any to increase in the cost to any such Lender of agreeing making or maintaining any LIBOR Rate Loan (or of maintaining its obligation to make any such Loan) or makingto increase the cost to such Lender or Issuing Bank of participating in, continuing, converting to, funding issuing or maintaining Eurodollar Rate Advances (excluding for purposes any Letter of this Section 2.11(a) and Section 2.11(b) Credit or to reduce the amount of any such increased costs resulting from (i) Taxes sum received or taxes described in clauses (w) (z) of the definition of Taxes, imposed on or with respect to any payment made by or on behalf of the Borrower, or Other Taxes (as to which Section 2.14 shall govern) and (ii) Other Connection Taxes that are imposed on or measured by overall net income, or that are franchise taxes or branch profits taxes), then the Borrower shall, from time to time, upon demand receivable by such Lender or Issuing Bank hereunder (with a copy whether of such demand to the Agentprincipal, interest or otherwise), then, following delivery of the certificate contemplated by paragraph (c) of this Section, the Borrowers will pay to the Agent for the account of such Lender or Issuing Bank, as applicable, such additional amount or amounts sufficient to as will compensate such Lender or Issuing Bank, as applicable, for such increased cost providedadditional costs incurred or reduction suffered (except for any Taxes, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower and the Agent by such Lender, which shall be conclusive and binding for all purposes, absent manifest errordealt with exclusively pursuant to Section 2.17). (b) If any Lender or Issuing Bank determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects Change in Law regarding capital requirements has or would affect have the amount effect of reducing the rate of return on such Lenders or Issuing Banks capital or liquidity required on the capital of such Lenders or expected Issuing Banks holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to be maintained by a level below that which such Lender or any corporation such Issuing Bank or such Lenders or such Issuing Banks holding company could have achieved but for such Change in Law other entity controlling than due to Taxes, which shall be dealt with exclusively pursuant to Section 2.17 (taking into consideration such Lender Lenders or such Issuing Banks policies and that the amount of such capital is increased by or based upon the existence policies of such Lenders commitment or such Issuing Banks holding company with respect to lend hereunder and other commitments of this type, then, upon demand by such Lender (with a copy of such demand to the Agentcapital adequacy), the Borrower shall pay to the Agent for the account of such Lender, then from time to time following delivery of the certificate contemplated by paragraph (c) of this Section the Borrowers will pay to such Lender or such Issuing Bank, as specified by applicable, such Lender, additional amount or amounts sufficient as will compensate such Lender or such Issuing Bank or such Lenders or such Issuing Banks holding company for any such reduction suffered. (c) A certificate of a Lender or an Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or Issuing Bank or its holding company, as applicable, as specified in paragraph (a) or (b) of this Section and setting forth in reasonable detail the manner in which such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital amount or liquidity to amounts was determined shall be allocable to the existence of such Lenders commitment to lend hereunder. A certificate as to such amounts submitted delivered to the Borrower Agent and the Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. For The Borrowers shall pay such Lender or Issuing Bank, as applicable, the avoidance amount shown as due on any such certificate within 10 days after receipt thereof. (d) Failure or delay on the part of doubt, any Lender or Issuing Bank to demand compensation pursuant to this Section 2.11(b) shall apply not constitute a waiver of such Lenders or Issuing Banks right to all requestsdemand such compensation; provided that the Borrowers shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or Issuing Bank, rulesas applicable, guidelines or directives concerning capital adequacy or liquidity issued in connection with notifies the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, regardless Borrower Agent of the date adoptedChange in Law giving rise to such increased costs or reductions and of such Lenders or Issuing Banks intention to claim compensation therefor; provided further that, issued, promulgated if the Change in Law giving rise to such increased costs or implemented.reductions is
Increased Costs. If any Change in Law shall impose, modify or deem applicable any reserve, special deposit or similar requirement (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority including, without limitation, any agency such requirement imposed by the Board of Governors of the European Union or similar monetary or multinational authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, continuing, converting to, funding or maintaining Eurodollar Rate Advances (Federal Reserve System but excluding for purposes of this Section 2.11(a) and Section 2.11(b) any such increased costs resulting from (i) Taxes or taxes described in clauses (w) (z) of the definition of Taxes, imposed on or with respect to any payment made by Fixed Rate Advance any such requirement included in an applicable Statutory Reserve Rate) against assets of, deposits with or for the account of, or credit extended by, any Lender (or its Lending Installation), shall impose on any Lender (or its Lending Installation) or the Administrative Agent or on behalf the London interbank market any other condition (other than Taxes) affecting its Fixed Rate Advances or its obligation to make Fixed Rate Advances, or shall subject such Lender to any Taxes (other than Indemnified Taxes and Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and the result of any of the Borrowerforegoing is to increase the cost to such Lender (or its Lending Installation) of making or maintaining any Fixed Rate Advance, or Other Taxes (as to which Section 2.14 shall govern) and (ii) Other Connection Taxes that are imposed on reduce the amount of any sum received or measured by overall net income, or that are franchise taxes or branch profits taxes), then the Borrower shall, from time to time, upon demand receivable by such Lender (or its Lending Installation) or the Administrative Agent under this Agreement or under its Note with a copy of respect thereto by an amount deemed by such Lender or the Administrative Agent to be material, then, within 30 days after demand to by such Lender, the Agent), Borrower shall pay to the Agent for the account of such Lender such additional amount or amounts sufficient to as will compensate such Lender for such increased cost or reduction; provided, however, that before making any at such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lenders commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender (with a copy of such demand to the Agent), the Borrower shall pay to the Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital or liquidity to be allocable to the existence of such Lenders commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower and the Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. generally assessing such amounts on a non-discriminatory basis against borrowers under agreements having provisions similar to this Agreement.For the avoidance of doubt, this Section 2.11(b) 3.1 shall not apply to all requests, rules, guidelines Indemnified Taxes or directives concerning capital adequacy or liquidity issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or implementedExcluded Taxes.
Appears in 1 contract Credit Agreement (Toll Brothers Inc),
Increased Costs. (a) If, due to either (i) If the introduction adoption of or any change in any Requirements of Law or in the interpretation of or application thereof by any law Governmental Authority or regulation or (ii) the compliance by Buyer with any guideline request or request from any central bank or other governmental authority including, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, continuing, converting to, funding or maintaining Eurodollar Rate Advances (excluding for purposes of this Section 2.11(a) and Section 2.11(b) any such increased costs resulting from (i) Taxes or taxes described in clauses (w) (z) of the definition of Taxes, imposed on or with respect to any payment made by or on behalf of the Borrower, or Other Taxes (as to which Section 2.14 shall govern) and (ii) Other Connection Taxes that are imposed on or measured by overall net income, or that are franchise taxes or branch profits taxes), then the Borrower shall, from time to time, upon demand by such Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority directive (whether or not having the force of law) affects from any central bank or would affect other Governmental Authority having jurisdiction over Buyer made after the date of this Agreement (a) shall subject Buyer to any tax of any kind whatsoever with respect to the Repurchase Documents, any Purchased Asset or any Transaction, or change the basis of taxation of payments to Buyer in respect thereof (except for income taxes and any changes in the rate of tax on Buyers overall net income), (b) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of Buyer, or (c) shall impose on Buyer any other condition; and the result of any of the preceding clauses (a), (b) and (c) is to increase the cost to Buyer, by an amount of capital or liquidity required or expected which Buyer deems to be maintained by such Lender material, of entering into, continuing or maintaining Transactions, or to reduce any corporation or other entity controlling such Lender and that amount receivable under the amount of such capital is increased by or based upon the existence of such Lenders commitment to lend hereunder and other commitments of this typeRepurchase Documents in respect thereof, then, upon demand by in any such Lender (with a copy of such demand to the Agent)case, the Borrower Seller shall pay to the Agent Buyer such additional amount or amounts as reasonably necessary to fully compensate Buyer for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender increased cost or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital or liquidity to be allocable to the existence of such Lenders commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower and the Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. For the avoidance of doubt, this Section 2.11(b) shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or implementedreduced amount receivable.
Appears in 1 contract