Illegality Increased Cost Non Availability Etc. (a) In the event that by reason of any change in any applicable law, regulation or regulatory requirement or in the interpretation thereof the Bank has a reasonable basis to conclude that it has become unlawful for the Bank to maintain or give effect to its obligations as contemplated by this Agreement, the Bank shall inform the Company to that effect whereafter the Company shall be required to prepay immediately the then outstanding Loans. In any such event, but without prejudice to the aforesaid obligation of the Company to prepay the outstanding Loans, the Company and the Bank shall negotiate in good faith with a view to agreeing on terms for making the Loans available from another jurisdiction or otherwise restructuring the Loans on a basis which is not unlawful.
(b) If after the date of this Agreement any change in applicable law, regulation, directive or request (whether or not having the force of law) or in the interpretation thereof by any governmental authority charged with the administration thereof shall (i) subject the Bank to any taxes imposed by any jurisdiction on the debt acquisition of a foreign obligor, (ii) materially change the basis of taxation of payments of principal of or interest on the Loans (except for taxes charged in respect of or by reference to the income, profits or gains of the Bank and imposed by the United States of America or the State or City of New York), (iii) impose or increase or render applicable any official reserve, special deposit, assessment, capital adequacy or other requirements against foreign assets held by or deposits in or for the account of or loans or commitments to make loans by an office of the Bank or (iv) impose on the Bank any other condition or requirement with respect to this Agreement or the Note, the result of which is (A) to increase by an amount deemed material by the Bank the cost to the Bank of making or carrying the Loans, (B) to reduce the amount of any payment (whether principal, interest or otherwise) received or receivable by the Bank hereunder or under the Note by an amount deemed material by the Bank or (C) to otherwise reduce the rate of return to the Bank by an amount deemed material by the Bank then the Company, upon receipt of notice from the Bank of such change in law, regulation, directive, request or interpretation and a demand by the Bank arising therefrom, will pay to the Bank, in lawful money of the United States of America, an amount or amounts (in addition to the principa...
Illegality Increased Cost Non Availability Etc
