Common use of CHANGE IN LAW If Clause in Contracts

CHANGE IN LAW If. by reason of the introduction of any law, or any change in any law, or the interpretation or administration of any law, or in compliance with any request or requirement from any central bank or any fiscal, monetary or other authority:- 15.6.1 any Finance Party (or the holding company of any Finance Party) shall be subject to any Tax with respect to payments of all or any part of the Indebtedness; or 15.6.2 the basis of Taxation of payments to any Finance Party in respect of all or any part of the Indebtedness shall be changed; or 15.6.3 any reserve requirements shall be imposed, modified or deemed applicable against assets held by or deposits in or for the account of or loans by any branch of any Finance Party or its direct or indirect holding company; or 15.6.4 any ratio (whether cash, capital adequacy, liquidity or otherwise) which any Finance Party or its direct or indirect holding company is required or requested to maintain shall be affected; or 15.6.5 there is imposed on any Finance Party (or on the direct or indirect holding company of any Finance Party) any other condition in relation to the Indebtedness or the Security Documents; and the result of any of the above shall be to increase the cost to any Bank (or to the direct or indirect holding company of any Bank) of that Bank making or maintaining its Commitment or its Drawing, or to cause any Finance Party to suffer (in its reasonable opinion) a material reduction in the rate of return on its overall capital below the level which it reasonably anticipated at the date of this Agreement and which it would have been able to achieve but for its entering into this Agreement and/or performing its obligations under this Agreement, the Finance Party affected shall notify the Agent and, on demand to the Borrower by the Agent, the Borrower shall from time to time pay to the Agent for the account of the Finance Party affected the amount which shall compensate that Finance Party or the Agent (or the relevant holding company) for such additional cost or reduced return. A certificate signed by an authorised signatory of the Agent or of the Finance Party affected setting out the amount of that payment and the basis of its calculation shall be submitted to the Borrower and shall be conclusive evidence of such amount save for manifest error or on any question of law.

CHANGE IN LAW If. by reason of the introduction of any law, or any change in any law, or the interpretation or administration of any law, or in compliance with any request or requirement from any central bank or any fiscal, monetary or other authority:- 15.6.1 any Finance Party Bank or the Agent (or the holding company of any Finance PartyBank or the Agent) shall be subject to any Tax with respect to payments of all or any part of the Indebtedness; or 15.6.2 the basis of Taxation of payments to any Finance Party Bank or to the Agent in respect of all or any part of the Indebtedness shall be changed; or 15.6.3 any reserve requirements shall be imposed, modified or deemed applicable against assets held by or deposits in or for the account of or loans by any branch of any Finance Party or its direct or indirect holding companyBank; or 15.6.4 the manner in which any Bank or the Agent allocates capital resources to its obligations under this Agreement or any ratio (whether cash, capital adequacy, liquidity or otherwise) which any Finance Party Bank or its direct or indirect holding company the Agent is required or requested to maintain shall be affected; or 15.6.5 there is imposed on any Finance Party Bank or on the Agent (or on the direct or indirect holding company of any Finance PartyBank or the Agent) any other condition in relation to the Indebtedness or the Security Documents; and the result of any of the above shall be to increase the cost to any Bank (or to the direct or indirect holding company of any Bank) of that Bank making or maintaining its Commitment or its Drawing, or to cause any Finance Party Bank or the Agent to suffer (in its reasonable opinion) a material reduction in the rate of return on its overall capital below the level which it reasonably anticipated at the date of this Agreement and which it would have been able to achieve but for its entering into this Agreement Agreement, and/or performing its obligations under this Agreement, then: (i) the Finance Party Bank affected shall notify the Agent, (ii) the Agent and, on demand shall negotiate with the Borrowers in good faith with a view to restructuring the Borrower transaction constituted by the Security Documents in a way which will (in the reasonable opinion of the Agent, ) satisfactorily avoid either the Borrower shall from time to time pay unlawfulness or increased costs concerned (each as the case may be) without either decreasing the amounts or net returns due to the Agent and the Banks under the Security Documents or which would, but for such unlawfulness or such increased costs (each as the account case may be), have been so due, or otherwise adversely affecting the rights, interests and security of the Finance Party affected Banks under the transaction as presently constituted and will not (in the reasonable opinion of the Agent) increase the cost to the Borrowers of or otherwise adversely affect the rights and interests of the Borrowers under the transaction and unless the Agent nominates a longer period (which it shall be at liberty to do), such negotiations shall continue for a period of thirty (30) days after the Borrowers have been given notice under this clause or for such lesser period as is permitted under applicable law having regard to either the unlawfulness or the increased costs concerned (such period called the "Negotiation Period"); (iii) if at the end of the Negotiation Period the Agent and the Borrowers have not reached agreement on a restructuring of the transaction on the basis described in sub-clause (ii) above, then the Borrowers shall on demand, made at any time after expiry of the Negotiation Period whether or not the relevant Bank's Contribution has been repaid, pay to such Bank the amount which such Bank specifies (in a certificate (which shall compensate that Finance Party or be conclusive in the Agent (or the relevant holding companyabsence of manifest error) for such additional cost or reduced return. A certificate signed by an authorised signatory of the Agent or of the Finance Party affected setting out the amount of that payment and forth the basis of its calculation shall be submitted to the Borrower and shall be conclusive evidence computation of such amount save but not including any matters which such Bank regards as confidential in relation to its funding arrangements) is required to compensate such Bank for manifest error such alternative funding, increased cost, reduction, payment or on any question of lawforgone return.

CHANGE IN LAW If. by reason of the introduction of any law, or any change in any law, or the interpretation or administration of any law, or in compliance with any request or requirement from any central bank or any fiscal, monetary or other authority:- 15.6.1 16.6.1 any Finance Party Bank or the Agent (or the holding company of any Finance PartyBank or the Agent) shall be subject to any Tax (other than Tax on its overall net income) with respect to payments of all or any part of the Indebtedness; or 15.6.2 16.6.2 the basis of Taxation of payments to any Finance Party Bank or to the Agent in respect of all or any part of the Indebtedness shall be changedchanged save where a deduction or withholding for or on account of Tax from a payment under a Security Document is required by law to be made by the Borrower; or 15.6.3 16.6.3 any reserve requirements shall be imposed, modified or deemed applicable against assets held by or deposits in or for the account of or loans by any branch of any Finance Party or its direct or indirect holding companyBank except to the extent included in the Mandatory Cost; or 15.6.4 16.6.4 the manner in which any Finance Party allocates capital resources to its obligations under this Agreement or any ratio (whether cash, capital adequacy, liquidity or otherwise) which any Finance Party or its direct or indirect holding company is required or requested to maintain shall be affected; or 15.6.5 16.6.5 there is imposed on any Finance Party (or on the direct or indirect holding company of any Finance Party) any other condition in relation to the Indebtedness or the Security Documents; and the result of any of the above shall be to increase the cost to any Bank (or to the direct or indirect holding company of any Bank) of that Bank making or maintaining its Commitment or its Drawing, or to cause any Finance Party to suffer (in its reasonable opinion) a material reduction in the rate of return on its overall capital below the level which it reasonably anticipated at the date of this Agreement and which it would have been able to achieve but for its entering into this Agreement and/or performing its obligations under this AgreementAgreement unless such an increase of cost is attributable to the wilful breach by any Bank or its Affiliate of any law or regulation, or is compensated for by any other provision hereunder or would have been compensated for under another provision hereunder but was not compensated solely because an exception contained therein; the Finance Party Bank affected shall notify the Agent and, on demand to the Borrower by the Agent, and the Borrower shall from time to time pay to the Agent on demand for the account of the Finance Party Bank affected the amount which shall compensate that Finance Party Bank or the Agent (or the relevant holding company) for such additional cost or reduced return. A certificate signed by an authorised signatory of the Agent or of the Finance Party affected setting out the amount of that payment and the basis of its calculation shall be submitted to the Borrower and shall be conclusive evidence of such amount save for manifest error or on any question of law.

CHANGE IN LAW If. by reason of the introduction of any law, or any change in any law, or the interpretation or administration of any law, or in compliance with any request or requirement from any central bank or any fiscal, monetary or other authority:- 15.6.1 any Finance Party (or the holding company of any Finance Party) shall be subject to any Tax with respect to payments of all or any part of the Indebtedness; or 15.6.2 the basis of Taxation of payments to any Finance Party in respect of all or any part of the Indebtedness shall be changed; or 15.6.3 any reserve requirements shall be imposed, modified or deemed applicable against assets held by or deposits in or for the account of or loans by any branch of any Finance Party or its direct or indirect holding companyParty; or 15.6.4 any ratio (whether cash, capital adequacy, liquidity or otherwise) which any Finance Party or its direct or indirect holding company is required or requested to maintain shall be affected; or 15.6.5 there is imposed on any Finance Party (or on the direct or indirect holding company of any Finance Party) any other condition in relation to the Indebtedness or the Security Documents; and the result of any of the above shall be to increase the cost to any Bank (or to the direct or indirect holding company of any Bank) of that Bank making or maintaining its Commitment or its DrawingCommitment, or to cause any Finance Party to suffer (in its reasonable opinion) a material reduction in the rate of return on its overall capital below the level which it reasonably anticipated at the date of this Agreement and which it would have been able to achieve but for its entering into this Agreement and/or performing its obligations under this Agreement, Agreement the Finance Party affected shall notify the Agent and, on demand to the Borrower by the Agent, the Borrower shall from time to time pay to the Agent for the account of the Finance Party affected the amount which shall compensate that Finance Party or the Agent (or the relevant holding company) for such additional cost or reduced return. A certificate signed by an authorised signatory of the Agent or of the Finance Party affected setting out the amount of that payment and the basis of its calculation shall be submitted to the Borrower and shall be conclusive evidence of such amount save for manifest error or on any question of law.

CHANGE IN LAW If. by reason of the introduction of any law, or any change in any law, or the interpretation or administration of any law, or in compliance with any request or requirement from any central bank or any fiscal, monetary or other authority:- 15.6.1 13.6.1 any Finance Party (or the holding company Holding Company of any Finance Party) shall be subject to any Tax with respect to payments of all or any part of the Indebtedness; or 15.6.2 13.6.2 the basis of Taxation of payments to any Finance Party in respect of all or any part of the Indebtedness shall be changed; or 15.6.3 13.6.3 any reserve requirements shall be imposed, modified or deemed applicable against assets held by or deposits in or for the account of or loans by any branch of any Finance Party or its direct or indirect holding companyHolding Company; or 15.6.4 13.6.4 any ratio (whether cash, capital adequacy, liquidity or otherwise) which any Finance Party or its direct or indirect holding company Holding Company is required or requested to maintain shall be affected; or 15.6.5 13.6.5 there is imposed on any Finance Party (or on the direct or indirect holding company Holding Company of any Finance Party) any other condition in relation to the Indebtedness or the Security DocumentsDocuments or the Guarantee; and the result of any of the above shall be to increase the cost to any Bank Lender (or to the direct or indirect holding company Holding Company of any BankLender) of that Bank Lender making or maintaining its Commitment or its Drawing, or to cause any Finance Party to suffer (in its reasonable opinion) a material reduction in the rate of return on its overall capital below the level which it reasonably anticipated at the date of this Agreement Execution Date and which it would have been able to achieve but for its entering into this Agreement and/or performing its obligations under this Agreement, the Finance Party affected shall notify the Agent and, on demand to the Borrower Borrowers by the Agent, the Borrower Borrowers shall from time to time pay to the Agent for the account of the Finance Party affected the amount which shall compensate that Finance Party or the Agent (or the relevant holding companyHolding Company) for such additional cost or reduced return. A certificate signed by an authorised signatory of the Agent or of the Finance Party affected setting out the amount of that payment and the basis of its calculation shall be submitted to the Borrower Borrowers and shall be conclusive evidence of such amount save for manifest error or on any question of law.

CHANGE IN LAW If. by reason of the introduction of any law, or any change in any law, or the interpretation or administration of any law, or in compliance with any request or requirement from any central bank or any fiscal, monetary or other authority:- 15.6.1 17.6.1 any Finance Party (or the holding company of any Finance Party) shall be subject to any Tax with respect to payments of all or any part of the Indebtedness; or 15.6.2 17.6.2 the basis of Taxation of payments to any Finance Party in respect of all or any part of the Indebtedness shall be changed; or 15.6.3 17.6.3 any reserve requirements shall be imposed, modified or deemed applicable against assets held by or deposits in or for the account of or loans by any branch of any Finance Party or its direct or indirect holding companyParty; or 15.6.4 17.6.4 any ratio (whether cash, capital adequacy, liquidity or otherwise) which any Finance Party or its direct or indirect holding company is required or requested to maintain shall be affected; or 15.6.5 17.6.5 there is imposed on any Finance Party (or on the direct or indirect holding company of any Finance Party) any other condition in relation to the Indebtedness or the Security Documents; and the result of any of the above shall be to increase the cost to any Bank (or to the direct or indirect holding company of any Bank) of that Bank making or maintaining its Commitment or its DrawingCommitment, or to cause any Finance Party to suffer (in its reasonable opinion) a material reduction in the rate of return on its overall capital below the level which it reasonably anticipated at the date of this Agreement and which it would have been able to achieve but for its entering into this Agreement and/or performing its obligations under this Agreement, Agreement the Finance Party affected shall notify the Agent and, on demand to the Borrower by the Agent, the Borrower shall from time to time pay to the Agent for the account of the Finance Party affected the amount which shall compensate that Finance Party or the Agent (or the relevant holding company) for such additional cost or reduced return. A certificate signed by an authorised signatory of the Agent or of the Finance Party affected setting out the amount of that payment and the basis of its calculation shall be submitted to the Borrower and shall be conclusive evidence of such amount save for manifest error or on any question of law.