Other Increased Costs. In the event that after the date hereof the adoption of or any change in any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank or Agent, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank or Agent with any guideline, request or directive of any such authority (whether or not having the force of law), including any risk based capital guidelines, affects or would affect the amount of capital required or expected to be maintained by such Bank or Agent (or any corporation controlling such Bank or Agent) and such Bank or Agent, as the case may be, determines that the amount of such capital is increased by or based upon the existence of such Bank's or Agent's obligations or Advances hereunder and such increase has the effect of reducing the rate of return on such Bank's or Agent's (or such controlling corporation's) capital as a consequence of such obligations or Advances hereunder to a level below that which such Bank or Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Bank or Agent to be material (collectively, "Increased Costs"), then Agent or such Bank shall notify the Company, and thereafter the Company shall pay to such Bank or Agent, as the case may be, from time to time, upon request by such Bank or Agent, additional amounts sufficient to compensate such Bank or Agent (or such controlling corporation) for any increase in the amount of capital and reduced rate of return which such Bank or Agent reasonably determines to be allocable to the existence of such Bank's or Agent's obligations or Advances hereunder; provided, however that the Company shall not be obligated to reimburse any Bank for any Increased Costs pursuant to this Section 12.7 unless such Bank notifies Company and the Agent within 180 days after such affected Bank has obtained actual knowledge of such Increased Costs (but in any event within 365 days after such affected Bank is required to comply with the applicable change in law). A statement as to the amount of such compensation, prepared in good faith and in reasonable detail by such Bank or Agent, as the case may be, shall be submitted by such Bank or by Agent to the Company, reasonably prom...
Other Increased Costs. In the event that after the date hereof the adoption of or any change in any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to Bank, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by Bank with any guideline, request or directive of any such authority (whether or not having the force of law), including any risk based capital guidelines, affects or would affect the amount of capital required or expected to be maintained by Bank (or any corporation controlling Bank) and Bank determines that the amount of such capital is increased by or based upon the existence of Bank's obligations or Advances hereunder and such increase has the effect of reducing the rate of return on Bank's (or such controlling corporation's) capital as a consequence of such obligations or Advances hereunder to a level below that which Bank (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy) by an amount deemed by Bank to be material, then the Borrower shall pay to Bank, from time to time, upon request by such Bank, additional amounts sufficient to compensate such Bank (or such controlling corporation) for any increase in the amount of capital and reduced rate of return which Bank reasonably determines to be allocable to the existence of Bank's obligations or Advances hereunder, provided, however, that for purposes of this Agreement, (x) the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “change in law”, regardless of the date enacted, adopted or issued. A statement as to the amount of such compensation, prepared in good faith and in reasonable detail by Bank, shall be submitted by Bank to the Borrower, reasonably promptly after becoming aware of any event described in this Section 10.6 and shall be conclusive, absent manifest error in computation.
Other Increased Costs. 89 11.8 Right of Banks to Fund through Branches and Affiliates..................................... 89
Other Increased Costs. In the event that after the date hereof the adoption of or any change in any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to Bank, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by Bank with any guideline, request or directive of any such authority (whether or not having the force of law), including any risk based capital guidelines, affects or would affect the amount of capital required or expected to be maintained by Bank (or any corporation controlling Bank) and Bank determines that the amount of such capital is increased by or based upon the existence of Bank’s obligations or Advances hereunder and such increase has the effect of reducing the rate of return on Bank’s (or such controlling corporation’s) capital as a consequence of such obligations or Advances hereunder to a level below that which Bank (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy) by an amount deemed by Bank to be material, then the Borrower shall pay to Bank, from time to time, upon request by such Bank, additional amounts sufficient to compensate such Bank (or such controlling corporation) for any increase in the amount of capital and reduced rate of return which Bank reasonably determines to be allocable to the existence of Bank’s obligations or Advances hereunder. A statement as to the amount of such compensation, prepared in good faith and in reasonable detail by Bank, shall be submitted by Bank to the Borrower, reasonably promptly after becoming aware of any event described in this Section 10.6 and shall be conclusive, absent manifest error in computation.
Other Increased Costs. If by reason of
(a) any change in applicable law, regulation, rule, decree or regulatory requirement or any change in the interpretation or application by any judicial or regulatory authority of any law, regulation, rule, decree or regulatory requirement, or
(b) compliance by any Lender or any Issuer with any direction, request or requirement (whether or not having the force of law) of any governmental or monetary authority, including Regulation D of the F.R.S. Board:
(i) any Lender or any Issuer shall be subject to any tax (other than taxes on net income and franchises), levy, charge or withholding of any nature or to any variation thereof or to any penalty with respect to the maintenance or fulfillment of its obligations under this Agreement, whether directly or by such being imposed on or suffered by such Lender or Issuer;
(ii) any reserve, deposit or similar requirement is or shall be applicable, imposed or modified in respect of any Letters of Credit issued by any Issuer or participations therein purchased by any Lender or any Commitment or Loans made by any Lender, but excluding with respect to any Eurodollar Committed Loan any such requirement included in the calculation of the Eurodollar Rate (Reserve Adjusted); or
(iii) there shall be imposed on any Issuer any other condition regarding any Letter of Credit or any other condition on any Lender regarding this Agreement, any Commitment and Loans and any participation in any Letter of Credit; and the result of the foregoing is directly or indirectly to increase the cost to such Issuer or such Lender of issuing, making or maintaining its Commitment, any Loans or any Letter of Credit or of purchasing or maintaining any participation therein or making any Loan or to reduce any amount receivable in respect of any such Letter of Credit or any such Commitment or Loan by such Issuer or such Lender, as applicable, then and in any such case such Issuer or such Lender, as applicable, may, at any time after the additional cost is incurred or the amount received is reduced, notify each Borrower thereof, and such Borrower shall pay on demand such amounts as such Issuer or Lender, as applicable, may specify to be necessary to compensate such Issuer or Lender, as applicable, for such additional cost or reduced receipt attributable to such Borrower, together with interest on such amount from the date demanded until payment in full thereof at a rate equal at all times to the Alternate Base Rate. The determination by s...
Other Increased Costs. 70 14. AGENT................................................................. 71
Other Increased Costs. 66 5.12 Obligation to Mitigate; Substitution of Lenders............ 67 5.13 Certain Restatement Effective Date Transitional Matters.... 68
Other Increased Costs. In respect of Banks other than those to which clause 9.6 applies:
(a) in the event that (x) in the case of subclause (i) below, any Bank or (y) in the case of clauses (ii) and (iii) below any Bank shall have determined (which determination made in good faith shall in the absence of manifest error be prima facie evidence):
(i) on any date on which the cost of funds to any Borrower, as set out in clause 6.1(a)(ii) (the "Costs of Funds"), is determined, that by reason of any changes arising after the date of this Agreement affecting the interbank markets, adequate and fair means do not exist for ascertaining the applicable Costs of Funds on the basis provided for in the relevant Finance Document; or
(ii) at any time that a Bank shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Facility because of (x) any change since the date of this Agreement in any applicable law, governmental rule, regulation, guideline, order or request (such as but without limitation (A) a change in the basis of taxation or payment to any Bank of the principal of or interest on any Facility or any other amounts payable hereunder (except for changes with respect to any tax imposed on or determined by reference to the net income or net profits of such Bank pursuant to the laws of the jurisdiction in which such Bank is organised or in which such Bank's principal office or applicable lending office is located or any subdivision thereof or therein or (B) a change in official reserve requirements but in all events excluding reserves required under Regulation D to the extent included in the computation of the Costs of Funds and/or (y) other circumstances affecting such interbank market or the position of such Bank in such market); or
(iii) at any time since the date of this Agreement that the making or continuation of any Facility has become unlawful by compliance by such Bank with any law, governmental rule, regulation, guideline or order (or would conflict with any law, governmental rule, regulation, guideline, order or request not having the force of law but with which such Bank customarily complies even though failure to comply therewith would not be unlawful) or has become unpracticable as a result of a contingency occurring after the date of this Agreement which materially and adversely affects the interbank market; then and in any such event such Bank shall promptly give notice (by telephone confirming in writing) to the Borrowe...
Other Increased Costs. In the event that at any time after the date of this Agreement any change in law such as described in Section 5.5, hereof, shall, in the reasonable opinion of Bank require that the credit provided under Section 2 of this Agreement be treated as an asset or otherwise be included for purposes of calculating the appropriate amount of capital to be maintained by Bank or any corporation controlling Bank and such change has or would have the effect of reducing the rate of return on Bank’s or Bank’s parent’s capital or assets as a consequence of the Bank’s obligations hereunder to a level below that which Bank or Bank’s parent would have achieved but for such change, then Bank shall notify Company and demand compensation therefor and, within fifteen days after demand by Bank, Company agrees to pay to Bank such additional amount or amounts as will compensate Bank for such reduction. Bank will promptly notify Company of any event of which it has knowledge which will entitle Bank to compensation pursuant to this Section. A certificate of Bank setting forth the basis for determining such additional amount or amounts necessary to compensate Bank shall be conclusively presumed to be correct save for manifest error.
Other Increased Costs. 73 12.8 Substitution of Banks..........................................74
