Common use of Capital Adequacy Charge Clause in Contracts

Capital Adequacy Charge. If Agent or any Lender shall have determined that the adoption after the date hereof of any law, rule or regulation regarding capital adequacy, or any change after the date hereof therein or in the interpretation or application thereof, or compliance by Agent or such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any central bank or governmental authority enacted after the date hereof, does or shall have the effect of reducing the rate of return on such party’s capital as a consequence of its obligations hereunder to a level below that which Agent or such Lender could have achieved but for such adoption, change or compliance (taking into consideration such party’s policies with respect to capital adequacy) by a material amount, then from time to time, after submission by Agent to Borrower of a written demand therefor (“Capital Adequacy Demand”) together with the certificate described below, Borrower shall pay to such party such additional amount or amounts (“Capital Adequacy Charge”) as will compensate such party for such reduction, such Capital Adequacy Demand to be made with reasonable promptness following such determination. A certificate of Agent or such Lender claiming entitlement to payment as set forth above shall be conclusive in the absence of manifest error. Such certificate shall set forth, in reasonable detail, the nature of the occurrence giving rise to such reduction, the amount of the Capital Adequacy Charge to be paid to Agent or such Lender, and the method by which such amount was determined. In determining such amount, the applicable party may use any reasonable averaging and attribution method, applied on a non-discriminatory basis.

Capital Adequacy Charge. If Agent or any Lender shall have determined that the adoption after the date hereof of any law, rule or regulation regarding capital adequacy, or any change after the date hereof therein or in the interpretation or application thereof, or compliance by Agent or such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any central bank or governmental authority enacted after the date hereof, does or shall have the effect of reducing the rate of return on such party’s capital as a consequence of its obligations hereunder to a level below that which Agent or such Lender could have achieved but for such adoption, change or compliance (taking into consideration such party’s policies with respect to capital adequacy) by a material amount, then from time to time, after submission by Agent to Borrower Borrowers of a written demand therefor (“Capital Adequacy Demand”) together with the certificate described below, Borrower Borrowers shall pay to such party such additional amount or amounts (“Capital Adequacy Charge”) as will compensate such party for such reduction, such Capital Adequacy Demand to be made with reasonable promptness following such determination. A certificate of Agent or such Lender claiming entitlement to payment as set forth above shall be conclusive in the absence of manifest error. Such certificate shall set forth, in reasonable detail, forth the nature of the occurrence giving rise to such reduction, the amount of the Capital Adequacy Charge to be paid to Agent or such Lender, and the method by which such amount was determined. In determining such amount, the applicable party may use any reasonable averaging and attribution method, applied on a non-discriminatory basis.

Capital Adequacy Charge. If Agent or any Lender shall have determined that the adoption after the date hereof of any law, rule or regulation regarding capital adequacy, or any change after the date hereof therein or in the interpretation or application thereof, or compliance by Agent or such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any central bank or governmental authority enacted after the date hereof, does or shall have the effect of reducing the rate of return on such party’s 's capital as a consequence of its obligations hereunder to a level below that which Agent or such Lender could have achieved but for such adoption, change or compliance (taking into consideration such party’s Agent's and Lender's policies with respect to capital adequacy) by a material amount, then from time to time, after submission by Agent to Borrower Borrowing Agent of a written demand therefor (“Capital Adequacy Demand”"CAPITAL ADEQUACY DEMAND") together with the certificate described below, Borrower Borrowers shall pay to such party Agent, for the benefit of Agent or Lender, as applicable, such additional amount or amounts (“Capital Adequacy Charge”"CAPITAL ADEQUACY CHARGE") as will compensate such party Agent or Lender, as applicable, for such reduction, such Capital Adequacy Demand to be made with reasonable promptness following such determination. A certificate of Agent or such Lender claiming entitlement to payment as set forth above shall be conclusive in the absence of manifest error. Such certificate shall set forth, in reasonable detail, forth the nature of the occurrence giving rise to such reduction, the amount of the Capital Adequacy Charge to be paid to Agent or such Lender, and the method by which such amount was determined. In determining such amount, the applicable party Agent or Lender may use any reasonable averaging and attribution method, applied on a non-discriminatory basis.

Capital Adequacy Charge. If Administrative Agent, Agent or any Lender shall have determined that the adoption after the date hereof of any law, rule or regulation regarding capital adequacy, or any change after the date hereof therein or in the interpretation or application thereof, or compliance by Administrative Agent, Agent or such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any central bank or governmental authority enacted after the date hereof, does or shall have the effect of reducing the rate of return on such party’s capital as a consequence of its obligations hereunder to a level below that which Administrative Agent, Agent or such Lender could have achieved but for such adoption, change or compliance (taking into consideration such party’s policies with respect to capital adequacy) by a material amount, then from time to time, after submission by Administrative Agent to Borrower of a written demand therefor (“Capital Adequacy Demand”) together with the certificate described below, Borrower shall pay to such party such additional amount or amounts (“Capital Adequacy Charge”) as will compensate such party for such reduction, such Capital Adequacy Demand to be made with reasonable promptness following such determination. A certificate of Administrative Agent or such Lender claiming entitlement to payment as set forth above shall be conclusive in the absence of manifest error. Such certificate shall set forth, in reasonable detail, the nature of the occurrence giving rise to such reduction, the amount of the Capital Adequacy Charge to be paid to Administrative Agent or such Lender, and the method by which such amount was determined. In determining such amount, the applicable party may use any reasonable averaging and attribution method, applied on a non-discriminatory basis.

Capital Adequacy Charge. If Agent or any Lender shall have determined that the adoption after the date hereof of any law, rule or regulation regarding capital adequacy, or any change after the date hereof therein or in the interpretation or application thereof, after the date hereof, or compliance by Agent or such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any central bank or governmental authority enacted after the date hereof, does or shall have the effect of reducing the rate of return on such party’s 's capital as a consequence of its obligations hereunder to a level below that which Agent or such Lender could have achieved but for such adoption, change or compliance (taking into consideration such party’s 's policies with respect to capital adequacy) by a material amount, then from time to time, after submission by Agent to Borrower Representative of a written demand therefor (“"Capital Adequacy Demand”") together with the certificate described below, Borrower Borrowers shall pay to such party such additional amount or amounts (“"Capital Adequacy Charge”") as will compensate such party for such reduction, such Capital Adequacy Demand to be made with reasonable promptness following such determination. A certificate of Agent or such the applicable Lender claiming entitlement to payment as set forth above shall be conclusive in the absence of manifest errorpresumptive evidence therefor. Such certificate shall set forth, in reasonable detail, forth the nature of the occurrence giving rise to such reduction, the amount of the Capital Adequacy Charge to be paid to Agent or such Lenderthe applicable party, and the method by which such amount was determined. In determining such amount, Agent or the applicable party Lender may use any reasonable averaging and attribution method, applied on a non-discriminatory basis.

Capital Adequacy Charge. If Agent or any Lender shall have determined that the adoption after the date hereof of any law, rule or regulation regarding capital adequacy, or any change after the date hereof any change therein or in the interpretation or application thereof, or compliance by Agent or such Lender with any request or directive after the date hereof regarding capital adequacy (whether or not having the force of law) from any central bank or governmental authority enacted after the date hereof, does or shall have the effect of reducing the rate of return on such party’s 's capital as a consequence of its obligations hereunder to a level below that which Agent or such Lender could have achieved but for such adoption, change or compliance (taking into consideration such party’s 's policies with respect to capital adequacy) by a material amount, then from time to time, after submission by Agent such Lenders to Borrower Representative of a written demand therefor (“Capital Adequacy Demand”"CAPITAL ADEQUACY DEMAND") together with the certificate described below, Borrower Borrowers shall pay to such party such additional amount or amounts (“Capital Adequacy Charge”"CAPITAL ADEQUACY CHARGE") as will compensate such party for such reduction, such Capital Adequacy Demand to be made with reasonable promptness following such determination. A certificate of Agent or such Lender claiming entitlement to payment as set forth above shall be conclusive in the absence of manifest error. Such certificate shall set forth, in reasonable detail, forth the nature of the occurrence giving rise to such reduction, the amount of the Capital Adequacy Charge to be paid to Agent or such Lender, and the method by which such amount was determined. In determining such amount, the applicable party may use any reasonable averaging and attribution method, applied on a non-discriminatory basis.

Capital Adequacy Charge. If Agent or any Lender shall have determined that the adoption after the date hereof of any law, rule or regulation regarding capital adequacy, or any change after the date hereof therein or in the interpretation or application thereof, or compliance by Agent or such any Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any central bank or governmental authority enacted after the date hereofClosing Date, does or shall have the effect of reducing the rate of return on such partyAgent’s or any Lender’s capital as a consequence of its obligations hereunder to a level below that which Agent or such Lender could have achieved but for such adoption, change or compliance (taking into consideration Agent’s or such partyLender’s policies with respect to capital adequacy) by a material amount, then from time to time, after submission by Agent to Borrower of a written demand therefor (“Capital Adequacy Demand”) together with the certificate described below, Borrower shall pay to Agent or such party Lender such additional amount or amounts (“Capital Adequacy Charge”) as will compensate Agent or such party Lender for such reduction, such Capital Adequacy Demand to be made with reasonable promptness following such determination. A certificate of Agent or such Lender claiming entitlement to payment as set forth above shall be conclusive in the absence of manifest error. Such certificate shall set forth, in reasonable detail, forth the nature of the occurrence giving rise to such reduction, the amount of the Capital Adequacy Charge to be paid to Agent or such Lender, and the method by which such amount was determined. In determining such amount, the applicable party Agent or such Lender may use any reasonable averaging and attribution method, applied on a non-discriminatory basis.

Capital Adequacy Charge. If Agent or any Lender shall have determined that the adoption after the date hereof any Change in Law affecting Lender or any lending office of any lawLender or Lender’s holding company, rule or regulation if any, regarding capital adequacy, or any change after the date hereof therein or in the interpretation or application thereof, or compliance by Agent or such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any central bank or governmental authority enacted after the date hereofliquidity requirements, does or shall have the effect of reducing the rate of return on such partyLender’s (or Lender’s holding company, if any) does or shall have the effect of reducing the rate of return on Lender’s capital as a consequence of its this Agreement, Lender’s commitment, the Loans made or Letters of Credit issued by Lender or Lender’s obligations hereunder to a level below that which Agent Lender (or such Lender Lender’s holding company, if any) could have achieved but for such adoption, change or compliance (taking into consideration such partyLender’s policies with respect to capital adequacyadequacy and liquidity) by a material amount, then from time to time, after submission by Agent Lender to Borrower of a written demand therefor (“Capital Adequacy Demand”) together with the certificate described below, Borrower Bxxxxxxx shall pay to such party Lender such additional amount or amounts (“Capital Adequacy Charge”) as will compensate such party Lender for such reduction, such Capital Adequacy Demand written demand to be made with reasonable promptness following such determination. A certificate of Agent or such Lender claiming entitlement to payment as set forth above shall be conclusive in the absence of manifest error. Such certificate shall set forth, in reasonable detail, forth the nature of the occurrence giving rise to such reduction, the amount of the Capital Adequacy Charge additional amount or amounts to be paid to Agent or such Lender, and the method by which such amount was determined. In determining such amount, the applicable party Lender may use any reasonable averaging and attribution method, applied on a non-discriminatory basis.

Capital Adequacy Charge. If Agent or any Lender shall have determined that the adoption after the date hereof of any law, rule or regulation regarding capital adequacy, or any change after the date hereof therein or in the interpretation or application thereof, or compliance by Agent or such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any central bank or governmental authority Governmental Authority enacted after the date hereof, does or shall have the effect of reducing the rate of return on such party’s capital as a consequence of its obligations hereunder to a level below that which Agent or such Lender could have achieved but for such adoption, change or compliance (taking into consideration such party’s policies with respect to capital adequacy) by a material amount, then from time to time, after submission by Agent or such Lender to Borrower Borrowers of a written demand therefor (“Capital Adequacy Demand”) together with the certificate described below, Borrower Borrowers shall pay to such party such additional amount or amounts (“Capital Adequacy Charge”) as will compensate such party for such reduction, such Capital Adequacy Demand to be made with reasonable promptness following such determination. A certificate of Agent or such Lender claiming entitlement to payment as set forth above shall be conclusive in the absence of manifest error. Such certificate shall set forth, in reasonable detail, the nature of the occurrence giving rise to such reduction, the amount of the Capital Adequacy Charge to be paid to Agent or such Lender, and the method by which such amount was determined. In determining such amount, the applicable party may use any reasonable averaging and attribution method, applied on a non-discriminatory basis.

Capital Adequacy Charge. If Agent or any In the event that a Lender shall have determined in good faith that the adoption after the date hereof of any law, rule or regulation regarding capital adequacy, or any change after the date hereof therein or in the interpretation or application thereof, thereof or compliance by Agent or such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any central bank or governmental authority enacted after the date hereofauthority, does or shall have the effect of reducing the rate of return on such party’s Lender's capital as a consequence of its obligations hereunder to a level below that which Agent or such Lender could have achieved but for such adoption, change or compliance (taking into consideration such party’s Lender's policies with respect to capital adequacy) by a material amountan amount deemed- by such Lender, in its sole discretion, to be material, then from time to time, after submission by Agent such Lender to Borrower of a written demand therefor (“Capital Adequacy Demand”) certificate certifying the amount by which such rate of return is actually reduced with respect to this transaction, together with the certificate described belowcalculation and a written demand therefor, Borrower shall promptly pay to such party Lender such additional amount or amounts (“Capital Adequacy Charge”) as will compensate such party Lender for such reduction; provided, that, such Capital Adequacy Demand Lender's other debtors are required to be made with reasonable promptness following reimburse such determinationLender for the same type of reduction. A The certificate of Agent or such Lender claiming entitlement to payment as set forth above shall be conclusive in the absence of manifest error. Such certificate shall set forth, in reasonable detail, forth the nature of the occurrence giving rise to such reductionpayment, the additional amount of the Capital Adequacy Charge or amounts to be paid to Agent or such Lender, and the method by which such amount was amounts were determined. In determining such amount, the applicable party a Lender may use any reasonable averaging and attribution method, applied on a non-discriminatory basisso long as it accurately reflects the reduction. A Lender claiming amounts under this Section 3.1(i) agrees to provide Borrower such additional information with respect thereto upon request.

Capital Adequacy Charge. If Agent or any Lender shall have determined that the adoption after the date hereof of any law, rule or regulation regarding capital adequacy, or any change after the date hereof therein or in the interpretation or application thereof, or compliance by Agent or such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any central bank or governmental authority enacted after the date hereof, does or shall have the effect of reducing the rate of return on such party’s capital as a consequence of its obligations hereunder to a level below that which Agent or such Lender could have achieved but for such adoption, change or compliance (taking into consideration such party’s policies with respect to capital adequacy) by a material amount, then from time to time, after submission by Agent to Borrower Representative of a written demand therefor (“Capital Adequacy Demand”) together with the certificate described below, Borrower Borrowers shall pay to such party such additional amount or amounts (“Capital Adequacy Charge”) as will compensate such party for such reduction, such Capital Adequacy Demand to be made with reasonable promptness following such determination. A certificate of Agent or such Lender Xxxxxx claiming entitlement to payment as set forth above shall be conclusive in the absence of manifest error. Such certificate shall set forth, in reasonable detail, the nature of the occurrence giving rise to such reduction, the amount of the Capital Adequacy Charge to be paid to Agent or such Lender, and the method by which such amount was determined. In determining such amount, the applicable party may use any reasonable averaging and attribution method, applied on a non-discriminatory basis.forth the

Capital Adequacy Charge. If Agent or any Lender shall have determined that the adoption after the date hereof of any law, rule or regulation regarding capital adequacy, or any change after the date hereof therein or in the interpretation or application thereof, or compliance by Agent or such any Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any central bank or governmental authority enacted after the date hereofClosing Date, does or shall have the effect of reducing the rate of return on such party’s Agent's or any Lender's capital as a consequence of its obligations hereunder to a level below that which Agent or such Lender could have achieved but for such adoption, change or compliance (taking into consideration Agent's or such party’s Lender's policies with respect to capital adequacy) by a material amount, then from time to time, after submission by Agent to Borrower of a written demand therefor (“"Capital Adequacy Demand”") together with the certificate described below, Borrower shall pay to Agent or such party Lender such additional amount or amounts (“"Capital Adequacy Charge”") as will compensate Agent or such party Lender for such reduction, such Capital Adequacy Demand to be made with reasonable promptness following such determination. A certificate of Agent or such Lender claiming entitlement to payment as set forth above shall be conclusive in the absence of manifest error. Such certificate shall set forth, in reasonable detail, the nature of the occurrence giving rise to such reduction, the amount of the Capital Adequacy Charge to be paid to Agent or such Lender, and the method by which such amount was determined. In determining such amount, the applicable party may use any reasonable averaging and attribution method, applied on a non-discriminatory basis.

Capital Adequacy Charge. If Agent or any Lender shall have determined that the adoption after the date hereof of any law, rule or regulation regarding capital adequacy, or any change after the date hereof therein or in the interpretation or application thereof, or compliance by Agent or such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any central bank or governmental authority enacted after the date hereof, does or shall have the effect of reducing the rate of return on such party’s 's capital as a consequence of its obligations hereunder to a level below that which Agent or such Lender could have achieved but for such adoption, change or compliance (taking into consideration such party’s 's policies with respect to capital adequacy) by a material amount, then from time to time, after submission by Agent to Borrower Cantar U.S. of a written demand therefor (“"Capital Adequacy Demand”") together with the certificate described below, Borrower Cantar U.S. shall pay to such party such additional amount or amounts (“"Capital Adequacy Charge”") as will compensate such party for such reduction, such Capital Adequacy Demand to be made with reasonable promptness following such determination. A certificate of Agent or such Lender claiming entitlement to payment as set forth above shall be conclusive in the absence of manifest error. Such certificate shall set forth, in reasonable detail, forth the nature of the occurrence giving rise to such reduction, the amount of the Capital Adequacy Charge to be paid to Agent or such Lender, and the method by which such amount was determined. In determining such amount, the applicable party may use any reasonable averaging and attribution method, applied on a non-discriminatory basis.

Capital Adequacy Charge. If Agent or any Lender shall have determined that the adoption after the date hereof of any law, rule or regulation regarding capital adequacy, or any change after the date hereof therein or in the interpretation or application thereof, or compliance by Agent or such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any central bank or governmental authority enacted after the date hereof, does or shall have the effect of reducing the rate of return on such party’s 's capital as a consequence of its obligations hereunder to a level below that which Agent or such Lender could have achieved but for such adoption, change or compliance (taking into consideration Agent's or such party’s Lender's policies with respect to capital adequacy) by a material amount, then from time to time, after submission by Agent or such Lender to Borrower Borrowers of a written demand therefor therefore (“Capital Adequacy Demand”"CAPITAL ADEQUACY DEMAND") together with the certificate described below, Borrower Borrowers shall pay to Agent or such party Lender such additional amount or amounts (“Capital Adequacy Charge”"CAPITAL ADEQUACY CHARGE") as will compensate Agent or such party Lender for such reduction, such Capital Adequacy Demand to be made with reasonable promptness following such determination. A certificate of Agent or such the applicable Lender claiming entitlement to payment as set forth above shall be conclusive in the absence of manifest error. Such certificate shall set forth, in reasonable detail, forth the nature of the occurrence giving rise to such reduction, the amount of the Capital Adequacy Charge to be paid to Agent or such the applicable Lender, and the method by which such amount was determined. In determining such amount, the applicable party Agent or such Lender may use any reasonable averaging and attribution method, applied on a non-discriminatory basis.

Capital Adequacy Charge. If Agent or any Lender shall have determined that the adoption after the date hereof of any law, rule or regulation regarding capital adequacy, or any change after the date hereof therein or in the interpretation or application thereof, or compliance by Agent or such any Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any central bank or governmental authority enacted after the date hereofClosing Date, does or shall have the effect of reducing the rate of return on such party’s Agent's or any Lender's capital as a consequence of its obligations hereunder to a level below that which Agent or such Lender could have achieved but for such adoption, change or compliance (taking into consideration Agent's or such party’s Lender's policies with respect to capital adequacy) by a material amount, then from time to time, after submission by Agent to Borrower of a written demand therefor (“"Capital Adequacy Demand”") together with the certificate described below, Borrower shall pay to Agent or such party Lender such additional amount or amounts (“"Capital Adequacy Charge”") as will compensate Agent or such party Lender for such reduction, such Capital Adequacy Demand to be made with reasonable promptness following such determination. A certificate of Agent or such Lender claiming entitlement to payment as set forth above shall be conclusive in the absence of manifest error. Such certificate shall set forth, in reasonable detail, forth the nature of the occurrence giving rise to such reduction, the amount of the Capital Adequacy Charge to be paid to Agent or such Lender, and the method by which such amount was determined. In determining such amount, the applicable party Agent or such Lender may use any reasonable averaging and attribution method, applied on a non-discriminatory basis.

Capital Adequacy Charge. If Agent or any Lender shall have determined that the adoption after the date hereof of any law, rule or regulation regarding capital adequacy, or any change after the date hereof therein or in the interpretation or application thereof, or compliance by Agent or such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any central bank or governmental authority enacted after the date hereof, does or shall have the effect of reducing the rate of return on such party’s capital as a consequence of its obligations hereunder to a level below that which Agent or such Lender could have achieved but for such adoption, change or compliance (taking into consideration such partyLender’s policies with respect to capital adequacy) by a material amount, then from time to time, after submission by Agent Lender to Borrower Borrowers of a written demand therefor (“Capital Adequacy Demand”) together with the certificate described below, Borrower Borrowers shall pay to such party Lender such additional amount or amounts (“Capital Adequacy Charge”) as will compensate such party Lender for such reduction, such Capital Adequacy Demand written demand to be made with reasonable promptness following such determination. A certificate of Agent or such Lender claiming entitlement to payment as set forth above shall be conclusive in the absence of manifest error. Such certificate shall set forth, in reasonable detail, forth the nature of the occurrence giving rise to such reduction, the amount of the Capital Adequacy Charge additional amount or amounts to be paid to Agent or such Lender, and the method by which such amount was determined. In determining such amount, the applicable party Lender may use any reasonable averaging and attribution method, applied on a non-discriminatory basis. Notwithstanding the foregoing, in lieu of payment of such additional amounts, or at any time within 90 days thereafter, Borrower may pre-pay in full the Loans with no Termination Fee under Section 4.05(c) in connection therewith.