Common use of Increased Payments Clause in Contracts

Increased Payments. (a) If, on or after the Closing Date, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation, promulgation, implementation or administration thereof by any governmental or quasi- governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Lender or any Bondholder with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects the Lender or any Bondholder to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes with respect to the Lender or such other Bondholder) to the Lender or any Bondholder hereunder or with respect to the Bonds, or (ii) imposes or increases or deems applicable any reserve, liquidity ratio, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, the Lender or any Bondholder, or (iii) imposes any other condition, the results of which is to increase the cost to the Lender with respect to this Agreement, the Bonds or its making, maintenance or funding of its purchase of the Bonds, the Purchase Price on the Bonds or any security therefor, or reduces any amount receivable by the Lender with respect to this Agreement, the Bonds or the making, maintenance of funding of its purchase of the Bonds or participations therein, the Purchase Price of the Bonds, or requires the Lender to make any payment calculated by reference to any amount received by or with respect to this Agreement, the Bonds or the making, maintenance or funding of its purchase of the Bonds or the Purchase Price of the Bonds, by an amount deemed material by the Lender. and the result of any of the foregoing is to increase the cost to the Lender or such Bondholder with respect to this Agreement, the Bonds, or the making, maintenance or funding of its purchase of the Bonds or of issuing or participating the same or to reduce the return received by the Lender or such Bondholder in connection with the same, then, to the extent permitted by law, within thirty (30) days of demand by the Lender or such Bondholder (together with the certificate required pursuant to (c) below), the Borrower shall pay the Lender or such Bondholder, as the case may be, such additional amount or amounts as will compensate the Lender or such Bondholder, as applicable, for such increased cost or reduction in amount received. Notwithstanding the foregoing, for purposes of this Agreement (a) all requests, rules, guidelines or directives in connection with the ▇▇▇▇-▇▇▇▇▇ Act shall be deemed to be a change in law, regardless of the date enacted, adopted or issued, and (b) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or any governmental authority shall be deemed a change in law regardless of the date enacted, adopted or issued, (b) If the Lender or its holding company or any Bondholder and its holding company determines the amount of capital required or expected to be maintained by the Lender or such Bondholder, or any corporation controlling the Lender or the Bondholder is increased as a result of a Change (as hereinafter defined), then, within thirty (30) days of written demand by the Lender or such Bondholder, as the case may be, the Borrower shall, to the extent permitted by law, pay the Lender or such Bondholder, as the case may be, the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital that the Lender or such Bondholder, as the case may be, determines is attributable to this Agreement or the Bonds, as the case may be, hereunder (after taking into account the Lender’s or such Bondholder’s policies as to capital adequacy). “Change” means (i) any change after the effective date of this Agreement in the Risk-Based Capital Guidelines (as hereinafter defined) or

Increased Payments. (a) If, on or after the Closing Date, the adoption If any change of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether interpretation or not having the force of law), or any change in the interpretation, promulgation, implementation or administration application thereof by any governmental or quasi- governmental authority, central bank or comparable agency Governmental Authority charged with the interpretation or administration thereof, thereof or compliance by the Lender or any Bondholder with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:Governmental Authority adopted after the Issuance Date (collectively a “Change in Law”): (i) subjects the Lender Bank or any Bondholder Bank Participant to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes with respect to this Agreement, the Lender other Reimbursement Documents, the Letter of Credit or such payment by the Borrower of principal, interest, issuance fee or annual Letter of Credit fees, administrative fees or other Bondholder) to amounts due from the Lender Borrower hereunder (except for any taxes on the income or any Bondholder hereunder share capital of the Bank or with respect to the Bonds, ora Bank Participant), (ii) imposes or increases imposes, modifies or deems applicable any reserve, liquidity ratio, assessment, insurance charge, special deposit or similar requirement against credits or commitments to extend credit extended by, assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by the Bank or a Bank Participant, (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or credits or commitments to extend credit extended by, the Lender Bank or any Bondholdera Bank Participant, or (B) otherwise applicable to the obligations of the Bank or a Bank Participant under this Agreement, or (iiiiv) imposes upon the Bank or a Bank Participant any other condition, the results of which is to increase the cost to the Lender condition or expense with respect to this Agreement, the Bonds Letter of Credit or its their making, maintenance or funding of its purchase of the Bonds, the Purchase Price on the Bonds any loan or any security therefor, or reduces any amount receivable by the Lender with respect to this Agreement, the Bonds or the making, maintenance of funding of its purchase of the Bonds or participations therein, the Purchase Price of the Bonds, or requires the Lender to make any payment calculated by reference to any amount received by or with respect to this Agreement, the Bonds or the making, maintenance or funding of its purchase of the Bonds or the Purchase Price of the Bonds, by an amount deemed material by the Lender. and the result of any of the foregoing is to increase the cost to to, reduce the Lender income receivable by, or such Bondholder impose any expense (including loss of margin) upon the Bank or a Bank Participant with respect to this Agreement, the BondsLetter of Credit, or the making, maintenance or funding of its purchase any loan (or, in the case of the Bonds any capital adequacy or of issuing or participating the same or to reduce the return received by the Lender or such Bondholder in connection with the same, thensimilar requirement, to have the extent permitted by law, within thirty (30) days effect of demand by the Lender or such Bondholder (together with the certificate required pursuant to (c) below), the Borrower shall pay the Lender or such Bondholder, as the case may be, such additional amount or amounts as will compensate the Lender or such Bondholder, as applicable, for such increased cost or reduction in amount received. Notwithstanding the foregoing, for purposes of this Agreement (a) all requests, rules, guidelines or directives in connection with the ▇▇▇▇-▇▇▇▇▇ Act shall be deemed to be a change in law, regardless of the date enacted, adopted or issued, and (b) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or any governmental authority shall be deemed a change in law regardless of the date enacted, adopted or issued, (b) If the Lender or its holding company or any Bondholder and its holding company determines the amount of capital required or expected to be maintained by the Lender or such Bondholder, or any corporation controlling the Lender or the Bondholder is increased as a result of a Change (as hereinafter defined), then, within thirty (30) days of written demand by the Lender or such Bondholder, as the case may be, the Borrower shall, to the extent permitted by law, pay the Lender or such Bondholder, as the case may be, the amount necessary to compensate for any shortfall in reducing the rate of return on the portion of such increased capital that the Lender Bank or such Bondholdera Bank Participant capital, as the case may be, determines is attributable to this Agreement or the Bonds, as the case may be, hereunder (after taking into account the Lenderconsideration such Bank’s or such BondholderBank’s Participant’s policies as with respect to capital adequacy). “Change” means (i) by an amount which such Bank or Bank Participant deems to be material to it, then the Bank on behalf of itself or any change after other Bank Participant shall from time to time notify, or cause to be notified, the Borrower in writing of the effective date of such Change in Law and of the amount determined in good faith (using any reasonable averaging and attribution methods) by the Bank or Bank Participant (which determination shall be conclusive absent manifest error) to be necessary to compensate the Bank or Bank Participant for such increase, reduction or imposition. Such amount shall be due and payable by the Borrower on the earlier of thirty (30) days after demand therefor or the next Fee Payment Date which is not less than ten (10) days after the demand therefor. A certificate by the Bank or Bank Participant as to the amount due and payable under this Agreement Section 2.06 from time to time and the method of calculating such amount shall be conclusive absent manifest error and shall be provided to the Borrower with the notice described above. The amount payable pursuant to this Section 2.06 shall be payable to the Bank in accordance with Section 2.05(a) or in accordance with such other payment instructions as the Risk-Based Capital Guidelines (as hereinafter defined) orAdministrative Agent shall advise the Borrower in writing.