Capital Adequacy; Increased Costs. Illegality
Capital Adequacy; Increased Costs. (a) If any Bank shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation or (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, in each case occurring after the date hereof, affects or would affect the amount of capital or liquidity required or expected to be maintained by such Bank or any Person controlling such Bank and (taking into consideration such Bank’s or such Person’s policies with respect to capital adequacy or liquidity and such Bank’s desired return on capital) determines that the amount of such capital or liquidity is increased as a consequence of its Commitment, loans or obligations under this Agreement, then, within 10 days after demand of such Bank to the Borrowers through the Administrative Agent (which demand shall be in writing and shall set forth in reasonable detail the calculation of such amounts), each of the Borrowers severally (and neither jointly nor jointly and severally) shall pay to such Bank, from time to time as specified by the Bank, its pro rata share of additional amounts sufficient to compensate the Bank for such increase.
Capital Adequacy; Increased Costs. (a) If any Lender shall have determined that the adoption after the date hereof of any law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order regarding capital adequacy, reserve requirements or similar requirements or compliance by any Lender with any request or directive regarding capital adequacy, reserve requirements or similar requirements (whether or not having the force of law) from any central bank or other Governmental Authority increases or would have the effect of increasing the amount of capital, reserves or other funds required to be maintained by such Lender and thereby reducing the rate of return on such Lender's capital as a consequence of its obligations hereunder, then Borrower shall from time to time upon demand by such Lender (with a copy of such demand to Agent) pay to Agent, for the account of such Lender, additional amounts sufficient to compensate such Lender for such reduction. A certificate as to the amount of that reduction and showing the basis of the computation thereof submitted by such Lender to Borrower and to Agent shall, absent manifest error, be final, conclusive and binding for all purposes.
Capital Adequacy; Increased Costs. (1) If a Lender shall have determined that any law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order regarding capital adequacy, reserve requirements or similar requirements or compliance by any Lender with any request or directive regarding capital adequacy, reserve requirements or similar requirements (whether or not having the force of law), in each case, adopted after the Closing Date, from any central bank or other Governmental Authority increases or would have the effect of increasing the amount of capital, reserves or other funds required to be maintained by such Lender and thereby reducing the rate of return on such Lender's capital as a consequence of its obligations hereunder, then Borrower shall from time to time upon demand by such Lender (with a copy of such demand to Administrative Agent) pay to such Lender additional amounts sufficient to compensate such Lender for such reduction. A certificate as to the amount of that reduction and showing the basis of the computation thereof submitted by such Lender to Borrower and Administrative Agent shall, absent manifest error, be final, conclusive and binding on Borrower for all purposes.
Capital Adequacy; Increased Costs. (a) If any Lender or the Issuing Bank determines that (i) the introduction of or any change in any law, order or regulation or in the interpretation or administration of any law, order or regulation by any Governmental Authority charged with the interpretation or administration thereof after the date hereof or (ii) compliance with any guideline or request issued or made after the date hereof from any central bank or other Governmental Authority (whether or not having the force of law) has or would have the effect of reducing the rate of return on the capital of such Lender or the Issuing Bank or any corporation controlling such Lender or the Issuing Bank, as a consequence of or with reference to this Agreement, such Lender's Commitment or its making or maintaining Loans, or the Issuing Bank's issuing or maintaining, or such Lenders participating in, Letters of Credit, below the rate which such Lender or the Issuing Bank or such other corporation could have achieved but for such compliance (taking into account the policies of such Lender or the Issuing Bank or such corporation with regard to capital) by an amount deemed by such Lender or the Issuing Bank, as applicable, to be material, then Borrower shall from time to time, upon demand by such Lender or the Issuing Bank (with a copy of such demand to the Agent), pay to such Lender or the Issuing Bank, as applicable, additional amounts sufficient to compensate such Lender or the Issuing Bank, as applicable, for such reduction, upon receipt by Borrower (with a copy to the Agent) of a certificate as to such amounts, by such Lender or the Issuing Bank, as applicable, setting forth in reasonable detail the basis for, and the calculations used by such Lender or the Issuing Bank, as applicable, in determining, any such amounts. Such certificate, in the absence of manifest error, shall be conclusive and binding for all purposes.
Capital Adequacy; Increased Costs. The Borrower further agrees --------------------------------- to reimburse the Bank and/or its holding company for any increase in the cost of making, continuing, maintaining or converting (or of the obligation to make, continue, maintain or convert) any Loans hereunder (or any portion thereof) and for any reduction in the amount of any sum receivable by such Bank hereunder in respect of making, continuing, maintaining or converting (or of its obligation to make, continue, maintain or convert) any Loans hereunder (or any portion thereof) from time to time by reason of:
Capital Adequacy; Increased Costs. 44 2.12. Use of Proceeds of the Loans and the Letters of Credit............46 2.13. Authorized Officers of Borrower...................................46 2.14.
Capital Adequacy; Increased Costs. Illegality), Borrowers acknowledge and agree that a participation shall give rise to a direct obligation of Borrowers to the participant (in each case subject to the terms and conditions in such Sections applicable to Lender) and the participant shall be considered to be a "Lender." Except as set forth in the preceding sentence neither Borrowers nor any Credit Party shall have any obligation or duty to any participant.
Capital Adequacy; Increased Costs. Illegality 117116 2.15 Interest Rate Determination 120119 -i- -ii- 2.16 Incremental Revolving Loans; Extensions 123122 2.17 Bank Products 127126 2.18 Reserves Generally 127126 2.19 Refinancing Facilities 127126 3. Conditions Precedent 129127 3.1 Conditions to Restatement Date and the Initial Loans 129127 3.2 Further Conditions to Each Loan, Each Letter of Credit Obligation 133131 4. Representations and Warranties 133132 4.1 Corporate Existence; Compliance with Law 133132 4.2 Chief Executive Offices; Collateral Locations; FEIN 134132 4.3 Corporate Power; Authorization; Enforceable Obligations; No Conflict 134133 4.4 Financial Statements 135133 4.5 Material Adverse Effect 135134 4.6 Ownership of Property; Liens 135134 4.7 Labor Matters 135134 4.8 Subsidiaries and Joint Ventures 136134 4.9 Investment Company Act 136135 4.10 Margin Regulations 136135 4.11 Taxes/Other 136135 4.12 ERISA 136135 4.13 No Litigation 138136 4.14 Brokers 138136 4.15 Intellectual Property 138136 4.16 Full Disclosure 138137 4.17 Environmental Matters 138137 4.18 Insurance 139138 4.19 Deposit and Disbursement Accounts 139138 4.20 No Default 139138 4.21 Creation and Perfection (and Publication of Security Interests (and Hypothecs)) 139138 4.22 Solvency 140138 4.23 Economic Sanctions and Anti-Money Laundering 140138
Capital Adequacy; Increased Costs. (a) If a Lender determines that any introduction of or any change in a Capital Adequacy Regulation, any change in the interpretation or administration of a Capital Adequacy Regulation by a Governmental Authority charged with interpretation or administration thereof, or any compliance by such Lender or any Person controlling such Lender with a Capital Adequacy Regulation, in each case made after the date hereof, increases the amount of capital or liquidity required or expected to be maintained by such Lender or Person (taking into consideration its capital adequacy and liquidity policies and desired return on capital) as a consequence of such Lender’s Pro Rata Share of the Term Loan or other obligations under the Loan Documents, then the Borrower shall, within thirty days following demand therefor, pay such Lender an amount sufficient to compensate for such increase. A Lender’s demand for payment shall set forth the nature of the occurrence giving rise to such compensation and a calculation of the amount to be paid. In determining such amount, the Lender may use any reasonable averaging and attribution method.
