Increased Costs and Capital Adequacy. (a) Borrowers recognize that the cost to Lender of maintaining the Loan or any portion thereof may fluctuate and, Borrowers agree to pay Lender additional amounts to compensate Lender for any increase in its actual costs incurred in maintaining the Loan or any portion thereof outstanding or for the reduction of any amounts received or receivable from Borrowers as a result of:
(i) any change after the date hereof in any applicable Law, regulation or treaty, or in the interpretation or administration thereof, or by any domestic or foreign court, (A) changing the basis of taxation of payments under this Agreement to Lender (other than taxes imposed on all or any portion of the overall net income or receipts of Lender), or (B) imposing, modifying or applying any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, credit extended by, or any other acquisition of funds for loans by Lender (which includes the Loan or any applicable portion thereof), or (C) imposing on Lender, or the London interbank market generally, any other condition affecting the Loan, provided that the result of the foregoing is to increase the cost to Lender of maintaining the Loan or any portion thereof or to reduce the amount of any sum received or receivable from Borrowers by Lender under the Loan Documents; or
(ii) the maintenance by Lender of reserves in accordance with reserve requirements promulgated by the Board of Governors of the Federal Reserve System of the United States with respect to “Eurocurrency Liabilities” of a similar term to that of the applicable portion of the Loan (without duplication for reserves already accounted for in the calculation of a LIBOR Rate pursuant to the terms hereof).
(b) If the application of any Law, rule, regulation or guideline adopted or arising out of the July, 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled “International Convergence of Capital Measurement and Capital Standards”, or the adoption after the date hereof of any other Law, rule, regulation or guideline regarding capital adequacy, or any change after the date hereof in any of the foregoing, or in the interpretation or administration thereof by any domestic or foreign Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Lender, with any request or directive regarding capital adequacy (whether or not having the ...
Increased Costs and Capital Adequacy. (a) If any change in any law, regulation, order, decree, treaty, directive or bulletin or in the interpretation or application thereof after the date hereof by any court or administrative or governmental authority charged with the administration thereof, or if the Agent's or any Bank's or Bank Affiliate's compliance with any request or directive (whether or not having the force of law) from any central bank or monetary authority or other governmental authority, agency or instrumentality enacted or adopted after the date hereof, shall in any such case:
(i) impose, modify or deem applicable any reserve, special deposit or similar requirement against any credit extended by the Banks or any Bank Affiliate under this Agreement; or
(ii) impose on the Banks or any Bank Affiliate or their parent bank holding companies any other condition regarding this Agreement, and the result of any event referred to in the preceding clause (i) or (ii) above shall be to increase the cost to the Banks or any Bank Affiliate or such holding company of issuing, funding or maintaining the Loans or Letters of Credit (which increase in cost shall be determined by the Banks' reasonable allocation of the aggregate of such cost increases resulting from such event), then, upon written request by the Agent (a "Request"), the Company shall pay to the Agent from time to time as specified by the Agent, additional amounts which shall be sufficient to compensate the Banks for such increased cost from the date of such change. The Request shall include a certificate as to such increased cost incurred as a result of any event mentioned in clause (i) or (ii) above prepared in reasonable detail (which shall include the method employed by a Bank in determining the allocation of such costs to the Company) and otherwise in accordance with this subsection (a), submitted by the Agent, shall be conclusive evidence, absent manifest error, as to the amount thereof. Each Bank shall notify the Agent in writing of any demand hereunder, which notice shall include the aforementioned certificate.
(i) In addition to the foregoing, if any change in any domestic or foreign law, regulation, order, decree, treaty, directive or bulletin or in the interpretation or application thereof after the date hereof by any court or administrative or governmental authority charged with the administration thereof, or if the Agent's or any Banks' or Bank Affiliate's compliance with any request or directive (whether or not having the ...
Increased Costs and Capital Adequacy or Section 2.16 (Taxes) shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only to the applicable Swing Lender. Payments received by the Administrative Agent after 2:00 p.m. (New York time) shall be deemed to be received on the next Business Day.
Increased Costs and Capital Adequacy. (a) If the Administrative Agent, the Documentation Agent or any Lender determines that any change in any law or regulation or directive or bulletin or in the interpretation thereof after the Closing Date 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 any credit extended by the Administrative Agent, the Documentation Agent or any Lender under this Agreement, or (ii) impose on the Administrative Agent, the Documentation Agent, any Lender or their parent holding company any other condition regarding this Agreement and the result of any event referred to in the preceding clause (i) or (ii) above shall be to increase the cost to the Administrative Agent, the Documentation Agent, any Lender or such holding company of issuing, funding or maintaining any Extension of Credit (which increase in cost shall be determined by the Administrative Agent, the Documentation Agent's or such Lender's reasonable allocation of the aggregate of such cost increases resulting from such event), then, upon written demand by the Administrative Agent, the Documentation Agent or any such Lender, Borrower shall pay to the Administrative Agent, the Documentation Agent or such Lender from time to time as specified by the Administrative Agent, the Documentation Agent or any such Lender, additional amounts which shall be sufficient to compensate the Administrative Agent, the Documentation Agent or any such Lender for such increased cost from the date of such change. A certificate as to such increased cost incurred by the Administrative Agent, the Documentation Agent or any Lender as a result of any event mentioned in clause (i) or (ii) above prepared in reasonable detail (which shall include the method employed by the Administrative Agent, the Documentation Agent or any such Lender in determining the allocation of such costs to Borrower) and otherwise in accordance with this subsection (a), submitted by the Administrative Agent, the Documentation Agent or any such Lender to Borrower, shall be conclusive evidence, absent manifest error, as to the amount thereof.
(b) If any the Administrative Agent, the Documentation Agent or any Lender shall determine that the adoption after the Closing Date of any applicable law, rule or regulation pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Su...
Increased Costs and Capital Adequacy or Section 2.16 (Taxes), as the case may be, 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.
Increased Costs and Capital Adequacy or 2.16 (Taxes), as the case may be, 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.
Increased Costs and Capital Adequacy. 22 Section 2.10. Alternate Interest Rate 24 Section 2.11. Payments and Computations 26 Section 2.12. Taxes 27 Section 2.13. Sharing of Payments, Etc. 30 ARTICLE III CONDITIONS PRECEDENT 30 Section 3.01. Conditions Precedent to Effectiveness 30 Section 3.02. Satisfaction of Conditions Precedent 33 ARTICLE IV REPRESENTATIONS AND WARRANTIES 33 Section 4.01. Corporate Existence 33 Section 4.02. Corporate Power 34 Section 4.03. Authorization and Approvals 34 Section 4.04. Enforceable Obligations 34 Section 4.05. Financial Statements 34 Section 4.06. Ownership and Liens 35 Section 4.07. True and Complete Disclosure 35 Section 4.08. Litigation 35 Section 4.09. Use of Proceeds 35 Section 4.10. Investment Company Act 36 Section 4.11. Taxes 36 Section 4.12. No Burdensome Restrictions; No Defaults 36 Section 4.13. Permits, Licenses, Etc. 36 Section 4.14. Compliance with Laws; Material Agreements 36 Section 4.15. Rank of Obligations 37 Section 4.16. No Immunity 37 Section 4.17. Chilean Law Requirements 37
Increased Costs and Capital Adequacy. If the Lender determines at any time that its Return has been reduced as a result of any Rule Change, the Lender may so notify the Borrower and require the Borrower, beginning fifteen (15) days after such notice, to pay it the amount necessary to restore its Return to what it would have been had there been no Rule Change. For purposes of this Section 2.3:
Increased Costs and Capital Adequacy or Section 2.16 (Taxes) to the participants in the rights and obligations of any Lender (together with such Lender) in excess of the amount the Borrower would have been obligated to pay to such Lender in respect of such interest had such participation not been sold (i) except to the extent such entitlement to receive any greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation or (ii) unless the sale of the participation to such Participant is made with the Borrower’s prior written consent to such greater payments; provided, further, that such participant in the rights and obligations of such Lender shall have no direct right to enforce any of the terms of this Agreement against the Borrower, the Administrative Agent or the other Lenders.
Increased Costs and Capital Adequacy. (a) If, due to any Change in Law, there shall be any increase in the cost to the Bank by an amount the Bank reasonably determines to be material of agreeing to issue or of issuing or maintaining or participating in LOCs or the making of LOC Disbursements (excluding, for purposes of this Section, any such increased costs resulting from (i) Taxes (other than Indemnified Taxes or Other Taxes, as to which Section 2.08 shall exclusively govern), (ii) changes in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which the Bank is organized or has its Lending Office or any political subdivision thereof, (iii) any increased cost in respect of which the Bank is entitled to compensation under any other provision of this Agreement, (iv) any payment to the extent that it is attributable to any requirement of any Governmental Authority which regulates the Bank or its holding company and which is imposed by reason of the amount, nature or quality of the Bank’s assets or those of its holding company and not generally imposed on all entities of the same kind regulated by the same authority, or (v) any increased cost arising by reason of the Bank voluntarily breaching any lending limit or other similar restriction imposed by any provision of any relevant law or regulation after the introduction thereof), then the Company agrees to pay, from time to time, within fifteen (15) days after demand by the Bank, which demand shall include a statement of the basis for such demand and a calculation in reasonable detail of the amount demanded, to the Bank for the account of the Bank additional amounts sufficient to compensate the Bank for such increased cost. A certificate as to the amount of such increased cost, submitted to the Company by the Bank, shall be conclusive and binding for all purposes, absent manifest error of which the Company has notified the Bank promptly after receipt of such certificate.
(b) If, due to any Change in Law, there shall be any increase in the amount of capital required or expected to be maintained by the Bank or any corporation controlling the Bank as a result of or based upon the existence of the Bank’s commitment to extend credit hereunder and other commitments of such type pursuant hereto that has or would have the effect of reducing the rate of return on the Bank’s (or the Bank’s parent corporation’s) capital to a level below that which the Bank (or the ...
