Increased Costs and Capital Requirements. (a) If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation by any governmental authority charged with the interpretation or administration thereof or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Bank of agreeing to make or making, funding or maintaining any Eurodollar Rate Advance or of agreeing to issue or of issuing or maintaining or participating in Letters of Credit or of agreeing to make or of making or maintaining Letter of Credit Advances (excluding, for purposes of this Section 2.12, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.13 shall govern) and (y) 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 such Bank is organized or has its Applicable Lending Office or any political subdivision thereof), then the Borrower shall from time to time, within 15 days after demand by such Bank (with a copy of such demand to the Agent), pay to the Agent for the account of such Bank additional amounts sufficient to compensate such Bank for such increased cost; provided, however, that the Borrower shall not be required to pay to such Bank any portion of such additional amounts that are incurred more than 90 days prior to any such demand, unless such additional amounts had not been imposed or were not determinable on the date that is 90 days prior to such demand. A certificate setting forth in reasonable detail the amount of such increased cost, submitted to the Borrower and the Agent by such Bank, shall be conclusive and binding for all purposes, absent manifest error.
Increased Costs and Capital Requirements. (a) In the event that at any time or from time to time after the date of this Agreement, any Directive, or a change in any existing or future Directive (including any change resulting from the operation of any transitional or phase-in requirements), or in the interpretation or application thereof by any governmental or judicial authority, or any action pursuant thereto, or compliance by the Administrative Agent or any Bank or any Bank Holding Company with any request or Directive imposed or modified by any central bank or by any other financial, monetary or other governmental authority:
Increased Costs and Capital Requirements. 3. If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation by any governmental authority charged with the interpretation or administration thereof after the date of this Agreement or (ii) the compliance with any guideline or request from any central bank or other governmental authority that would be complied with generally by similarly situated banks acting reasonably (whether or not having the force of law and for the avoidance of doubt, including any changes resulting from requests, rules, guidelines or directives concerning capital adequacy or liquidity issued after the date hereof in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or promulgated after the date hereof by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III) made or issued after the date of this Agreement, there shall be any increase in the cost to any Bank of agreeing to make or making, funding or maintaining any Eurodollar Rate Advance or of agreeing to issue or of issuing or maintaining or participating in Letters of Credit or of agreeing to make or of making or maintaining Letter of Credit Advances (excluding, for purposes of this Section 2.12, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.13 shall govern) and (y) changes in the rate of, or the imposition of, any Excluded Tax) or any reduction in the amount of any sum receivable by such Bank hereunder (whether of principal, interest or any other amount), in each case, by an amount deemed by such Bank to be material, then the Borrower shall from time to time, within 15 days after demand by such Bank (with a copy of such demand to the Agent), pay to the Agent for the account of such Bank additional amounts sufficient to compensate such Bank for such increased cost or such reduction suffered, as the case may be; provided, however, that the Borrower shall not be required to pay to such Bank any portion of such additional amounts that are incurred more than 90 days prior to any such demand (except that, if the event giving rise to such increased costs or reductions is retroactive, then the 90‑day period referred to above shall b...
Increased Costs and Capital Requirements. (a) If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation by any governmental authority charged with the interpretation or administration thereof or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Bank of agreeing to make or making, funding or maintaining any Eurodollar Rate Advance (excluding, for purposes of this Section 2.11, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.12 shall govern) and (y) 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 such Bank is organized or has its Applicable Lending Office or any political subdivision thereof), then the Borrower shall from time to time, within 15 days after demand by such Bank (with a copy of such demand to the Agent), pay to the Agent for the account of such Bank additional amounts sufficient to compensate such Bank for such increased cost; provided, however, that the Borrower shall not be required to pay to such Bank any portion of such additional amounts that are incurred more than 90 days prior to any such demand, unless such additional amounts had not been imposed or were not determinable on the date that is 90 days prior to such demand. A certificate setting forth in reasonable detail the amount of such increased cost, submitted to the Borrower and the Agent by such Bank, shall be conclusive and binding for all purposes, absent manifest error.
Increased Costs and Capital Requirements. (i) If, due to either ---------------------------------------- (i) the introduction of or any change in, or in the interpretation (by any central bank or comparable agency or governmental authority charged with the interpretation or administration thereof) of, any law or regulation or (ii) the compliance with any guideline issued after the date hereof or request made after the date hereof, in each case in this clause (ii) from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any U.S. Bank of agreeing to make or making, funding or maintaining any Eurodollar Rate Advance or any reduction of any amount received or receivable by any Bank under any of the Loan Documents as a result of agreeing to make or making, funding or maintaining any Eurodollar Rate Advance (excluding for purposes of this Section 2.15(a) any such increased costs resulting from (A) Taxes or Other Taxes (as to which Section 2.16 shall govern) or any change in the Eurodollar Rate Reserve Percentage reflected in the interest charged under Section 2.09 and (B) Excluded Taxes), then the U.S. Borrower shall from time to time, promptly after its receipt of notice from such Bank (with a copy of such notice delivered by such Bank to the U.S. Administrative Agent), pay to the U.S. Administrative Agent for the account of such Bank additional amounts sufficient to compensate such Bank for such increased cost or reduction. A certificate as to the basis and the amount of such increased cost or reduction, submitted to the U.S. Borrower and the U.S. Administrative Agent by such Bank, shall be conclusive and binding for all purposes, absent manifest error, provided that -------- the determination thereof is made on a reasonable basis.
Increased Costs and Capital Requirements. In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect, or any interpretation or administration thereof by any Governmental Authority, or compliance by Lender or any Affiliate thereof with any request or directive of any Governmental Authority, shall (a) affect the basis of taxation of payments to Lender of any amounts payable by Borrower for Credit Extensions under the Letters of Credit (other than taxes imposed on or measured by the overall net income of Lender by the Governmental Authority, in which Lender has its principal office), or (b) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by Lender, or (c) impose any other condition, requirement or charge with respect to this Agreement or the Credit Extensions (including without limitation any capital adequacy requirement, any requirement that affects the manner in which Lender allocates capital resources to its commitments or any similar requirement), and the result of any of the foregoing is to increase the cost to Lender or any Affiliate thereof of making or maintaining the Credit Extensions or Letters of Credit, to reduce the amount of any sum receivable by Lender thereon, or to reduce the rate of return on Lender’s capital, then Borrower shall pay to Lender, from time to time, upon request of Lender, additional amounts sufficient to compensate Lender for such increased cost, reduced sum receivable or reduced rate of return to the extent Lender is not compensated therefor in the computation of the interest rates applicable to the Letters of Credit. A detailed statement as to the amount of such increased cost, reduced sum receivable or reduced rate of return, prepared in good faith and submitted by Lender to Borrower, shall be final and conclusive, absent manifest error in computation.
Increased Costs and Capital Requirements. (a) If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation by any governmental authority charged with the interpretation or administration thereof or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law) made or issued after the date of this Agreement, there shall be any increase in the cost to any Bank of agreeing to make or making, funding or maintaining any Eurodollar Rate Advance or of agreeing to issue or of issuing or maintaining or participating in Letters of Credit or of agreeing to make or of making or maintaining Letter of Credit Advances (excluding, for purposes of this Section 2.12, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.13 shall govern) and (y) changes in the rate of, or the imposition of, any Excluded Tax), then the Borrower shall from time to time, within 15 days after demand by such Bank (with a copy of such demand to the Agent), pay to the Agent for the account of such Bank additional amounts sufficient to compensate such Bank for such increased cost; provided, however, that the Borrower shall not be required to pay to such Bank any portion of such additional amounts that are incurred more than 90 days prior to any such demand (except that, if the event giving rise to such increased costs or reductions is retroactive, then the 90-day period referred to above shall be extended to include the period of retroactive effect thereof). A certificate setting forth in reasonable detail the amount of such increased cost, submitted to the Borrower and the Agent by such Bank, shall be conclusive and binding for all purposes, absent manifest error.
Increased Costs and Capital Requirements. (a) If, due to either (i) the introduction of or any change in, or in the interpretation (by any central bank or comparable agency or governmental authority charged with the interpretation or administration thereof) of, any law or regulation or (ii) the compliance with any guideline issued after the date hereof or request made after the date hereof, in each case in this clause (ii) from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any U.S. Bank of agreeing to
Increased Costs and Capital Requirements
