Common use of Increased Costs and Capital Adequacy Clause in Contracts

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 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 the requirement of any Governmental Authority which regulates the Bank or its holding company which is imposed by reason of the 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.

Increased Costs and Capital Adequacy. (a) If, due to any Change in Law, there shall be any increase in the cost to the any Bank by an amount the such 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 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 such Bank is organized or has its Lending Office or any political subdivision thereof, (iii) any increased cost in respect of which the a Bank is entitled to compensation under any other provision of this Agreement, (iv) any payment to the extent that it is attributable to the requirement of any Governmental Authority which regulates the a Bank or its holding company which is imposed by reason of the quality of the such 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 a 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 such Bank (with a copy of such demand to the BankAdministrative Agent), 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 Administrative Agent for the account of the such Bank additional amounts sufficient to compensate the such Bank for such increased cost. A certificate as to the amount of such increased cost, submitted to the Company by the such Bank, shall be conclusive and binding for all purposes, absent manifest error of which the Company has notified such Bank or the Issuing Bank (and the Administrative Agent) promptly after receipt of such certificate.

Increased Costs and Capital Adequacy. (a) IfBorrower agrees to pay to Agent, due without duplication of any other amounts paid by Borrower hereunder, such additional amounts as any applicable affected Lender shall reasonably and in good faith determine will compensate such affected Lender for documented out-of-pocket costs incurred in maintaining the Loan or any portion thereof outstanding or for the reduction of any amounts received or receivable with respect to the Loan as a result of (1) compliance by any Change Lender, or any lending office of any Lender, or the holding company of any Lender, with any applicable new request or new directive implemented after the date hereof of any foreign or domestic Governmental Authority, central bank or comparable agency and/or (2) any change after the date hereof in Lawany applicable law, there shall be any increase regulation or treaty, or in the cost to interpretation or administration thereof by any domestic or foreign Governmental Authority charged with the Bank interpretation or administration thereof (whether or not having the force of law), or by an amount the Bank reasonably determines to be material of agreeing to issue any domestic or of issuing or maintaining or participating in LOCs or the making of LOC Disbursements (excludingforeign court, for purposes of this Section, any such increased costs resulting from (i) Taxes or Other Taxes changing the basis of taxation of payments to any Lender (as to which Section 2.08 shall exclusively governother than Excluded Taxes), (ii) changes in imposing, modifying or applying any reserve, special deposit or similar requirement against assets of, deposits with or for 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 account of, credit extended by, or any political subdivision thereofother acquisition of funds for loans by any Lender (whether directly, indirectly or on a portfolio wide basis) or (iii) imposing on any increased cost in respect of which the Bank is entitled to compensation under Lender any other provision of this Agreementcondition affecting the Notes or the Loan, (iv) any payment excluding, in each case, amounts relating to Taxes, which shall be governed solely by Section 2.10, in each case, to the extent that it is attributable increasing the costs incurred by any Lender in maintaining the Loan or any portion thereof. Notwithstanding the foregoing, all requests, rules, guidelines or directions under or in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act shall be deemed not to have been the subject of any request or directive implemented or any change having occurred prior to the requirement date hereof. No Lender shall impose on Borrower any Additional Cost pursuant to this Section 2.12(a) unless such Lender’s imposition of any Governmental Authority which regulates the Bank or its holding company which such cost is imposed by reason of the 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, reasonably allocable to the Bank for the account of the Bank additional amounts sufficient Loan and unless such Lender imposes such costs on other similarly situated borrowers to compensate the Bank for which 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 certificategovernmental rules apply.

Increased Costs and Capital Adequacy. 32- (a) IfIf Bank 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, due modify or deem applicable any reserve, special deposit or similar requirement against any credit extended by Bank under this Agreement, or (ii) impose on Bank or its parent bank holding company any other condition regarding this Agreement and the result of any event referred to any Change in Law, there the preceding clause (i) or (ii) above shall be any to increase in the cost to the Bank by an amount the Bank reasonably determines to be material or such holding company of agreeing to issue or of issuing issuing, funding or maintaining or participating any Extension of Credit (which increase in LOCs or cost shall be determined by Bank's reasonable allocation of the making aggregate of LOC Disbursements (excluding, for purposes of this Section, any such increased costs cost increases resulting from (i) Taxes or Other Taxes (as to which Section 2.08 shall exclusively governsuch event), (ii) changes in the basis of taxation of overall net income or overall gross income then, upon written demand by the United States or by the foreign jurisdiction or state under the laws of which the Bank, Borrower shall pay to 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 the requirement of any Governmental Authority which regulates the Bank or its holding company which is imposed by reason of the 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 time as specified 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 which shall be sufficient to compensate the Bank for such increased costcost from the date of such change. A certificate as to such increased cost incurred by Bank as a result of any event mentioned in clause (i) or (ii) above prepared in reasonable detail (which shall include the amount method employed by Bank in determining the allocation of such increased costcosts to Borrower) and otherwise in accordance with this subsection (a), submitted by Bank to the Company by the BankBorrower, shall be conclusive and binding for all purposesevidence, absent manifest error error, as to the amount thereof. (b) If Bank 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 Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof, or compliance by Bank or its parent bank holding company with any requirement or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central Bank or comparable agency, except any such adoption or change or any such compliance with a request or directive which applies or has been applied solely to Bank or its parent Bank holding company by reason of events or conditions relating solely to Bank, has the Company has notified effect of reducing the rate of return on Bank's or its parent Bank promptly after receipt holding company's capital as a consequence of its commitment hereunder or to a level below that which Bank or such holding company could have achieved but for such adoption, change or compliance by an amount deemed by Bank to be material (for which reduction of the rate of return shall be determined by Bank's or such holding company's reasonable allocation of such certificate.reduction of the rate of return resulting from such event) then, upon written demand by Bank, Borrower shall pay to Bank, from time to time as specified by Bank, such additional amount or amounts which shall be sufficient to compensate Bank for such reduction. A certificate as to such increased cost incurred by Bank as a result of any event mentioned in this subsection (b), prepared in reasonable detail (which shall include the method employed by Bank in determining the allocation of

Increased Costs and Capital Adequacy. (a) IfBorrower agrees to pay to Agent, due without duplication of any other amounts paid by Borrower hereunder, such additional amounts as any applicable affected Lender shall reasonably and in good faith determine will compensate such affected Lender for documented out-of-pocket costs incurred in maintaining the Loan or any portion thereof outstanding or for the reduction of any amounts received or receivable with respect to the Loan as a result of (1) compliance by any Change Lender, or any lending office of any Lender, or the holding company of any Lender, with any applicable new request or new directive implemented after the date hereof of any foreign or domestic Governmental Authority, central bank or comparable agency and/or (2) any change after the date hereof in Lawany applicable law, there shall be any increase regulation or treaty, or in the cost to interpretation or administration thereof by any domestic or foreign Governmental Authority charged with the Bank interpretation or administration thereof (whether or not having the force of law), or by an amount the Bank reasonably determines to be material of agreeing to issue any domestic or of issuing or maintaining or participating in LOCs or the making of LOC Disbursements (excludingforeign court, for purposes of this Section, any such increased costs resulting from (i) Taxes or Other Taxes changing the basis of taxation of payments to any Lender (as to which Section 2.08 shall exclusively governother than Excluded Taxes), (ii) changes in imposing, modifying or applying any reserve, special deposit or similar requirement against assets of, deposits with or for 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 account of, credit extended by, or any political subdivision thereofother acquisition of funds for loans by any Lender (whether directly, indirectly or on a portfolio wide basis) or (iii) imposing on any increased cost in respect of which the Bank is entitled to compensation under Lender any other provision of this Agreementcondition affecting the Note or the Loan, (iv) any payment excluding, in each case, amounts relating to Taxes, which shall be governed solely by Section 2.10, in each case, to the extent that it is attributable increasing the costs incurred by any Lender in maintaining the Loan or any portion thereof. Notwithstanding the foregoing, all requests, rules, guidelines or directions under or in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act shall be deemed not to have been the subject of any request or directive implemented or any change having occurred prior to the requirement date hereof. No Lender shall impose on Borrower any Additional Cost pursuant to this Section 2.12(a) unless such Lender’s imposition of any Governmental Authority which regulates the Bank or its holding company which such cost is imposed by reason of the 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, reasonably allocable to the Bank for the account of the Bank additional amounts sufficient Loan and unless such Lender imposes such costs on other similarly situated borrowers to compensate the Bank for which 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 certificategovernmental rules apply.