Yield Protections. If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation 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), in each case made subsequent to the date hereof, there is any increase in the cost to the Lender of agreeing to make or making, funding or maintaining Advances by an amount that the Lender deems to be material in its sole discretion, then the Borrower will from time to time, upon the Lender’s demand, pay to the Lender additional amounts sufficient to compensate the Lender for such increased cost; provided, however, that for the purposes of this Agreement and to the extent permitted by applicable laws, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, guidelines or directives in connection therewith are deemed to have gone into effect and adopted after the date of this Agreement. In addition, if the Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) made subsequent to the date hereof affects or would affect the amount of capital required or expected to be maintained by the Lender or any corporation controlling the Lender and that the amount of such capital is increased by or based upon the existence of Advances hereunder by an amount that the Lender deems to be material in its sole discretion, then, upon the Lender’s demand, the Borrower will immediately pay to the Lender, from time to time as specified by the Lender, additional amounts sufficient to compensate the Lender or such corporation in the light of such circumstances, to the extent that the Lender determines such increase in capital to be allocable to the existence of the Advances hereunder; provided that the Borrower shall not be required to compensate the Lender pursuant to this Section 5 for any amounts incurred more than six months prior to the date that the Lender notifies the Borrower of the Lender’s intention to claim compensation therefor; and provided further that, if the circumstances giving rise to such claim have a retroactive effect, then such six-month period shall be extended to include the period of such retroactive effect. A certificate as to such amounts submitted to the Borrower by the Lender will be conclusive and binding for all purposes, absent manifest error. Not...
Yield Protections. In the event of the introduction of, or any change in, any applicable law, rule, regulation or official directive (whether or not having the force of law), or in the interpretation or application thereof by any governmental authority or central bank after the date hereof which (a) results in an increase in the cost to the Bank of issuing or maintaining, or which reduces the rate of return on capital of the Bank or its holding company as a consequence of its obligations with respect to, Letters of Credit by reason of reserve, capital adequacy or any other requirements, (b) results in a reduction of amounts otherwise receivable by the Bank from the Applicant of principal, interest or other fees and charges hereunder, or (c) results in the imposition of any tax (other than tax on the overall net income of the Bank or franchise taxes imposed on or measured by such net income imposed by the jurisdiction of the Bank’s organization, the United States of America, or the State or City of New York or any political subdivision thereof, or any taxing authority therein), levy, impost, fee, charge, withholding or similar requirements of any kind, the Applicant will pay to the Bank upon demand from time to time an amount equal to such actual increased cost or reduction in amounts receivable and/or amounts sufficient to compensate the Bank for such reduction in the rate of return on capital of the Bank or its holding company.
Yield Protections. (a) In addition to the payment of principal, interest and fees as stated in this Agreement, if there shall be any increase in the direct or indirect costs to the Bank of lending, funding or maintaining any Loan based on a One-Month LIBOR Rate or the One Month LIBOR Rate (Swap) or any reduction in any amount received or to be received by the Bank hereunder, due to the repayment, prepayment or other reduction, in whole or in part, of any Loan based on a One-Month LIBOR Rate or the One Month LIBOR Rate (Swap) prior to the natural expiration of the applicable interest period, whether as a result of miscalculation, change in circumstance, consent of the Bank, acceleration of the Obligations or otherwise, then the Borrower from time to time, upon demand by the Bank, shall pay to the Bank additional amounts sufficient to indemnify the Bank against and reimburse it for such increased costs and reduced receipts (but only to the extent such increased cost or reduced receipt has not already been included in the calculation of any interest rate or fee or otherwise reimbursed under any other subsection of this Article) including (without limitation) amounts sufficient to compensate the Bank for any breakage or other costs and any decrease in margin or other return incurred in connection with the repayment, prepayment or other reduction of any Loan based on a One Month LIBOR Rate or the One Month LIBOR Rate (Swap) and the liquidation or redeployment of the affected deposits or other funding arrangements.
