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This excerpt taken from the AES 8-K filed Apr 3, 2006. Credit Party”) with any request
or directive (whether or not having the force of law) of any such authority, central
bank or comparable agency shall impose, modify or deem applicable any reserve
(including, without limitation, any such requirement imposed by the Board of
Governors of the Federal Reserve System, but excluding with respect to any Loan
any such requirement included in an applicable Reserve Percentage), special
deposit, insurance assessment or similar requirement against assets of,
deposits with or for the account of, or credit extended by, any Credit Party or
shall impose on any of the Administrative Agent, any Fronting Bank, or any
Credit-Linked Deposit, the Credit-Liked Deposit Account or any Credit-Linked
Sub Account or on the London interbank market any other condition affecting its
Loans, its Note or Notes, Letter of Credit or any Credit-Linked Deposit, the
Credit-Linked Deposit Account or any Credit-Linked Sub Account, or its
obligation to make Loans or to issue Letters of Credit or to participate
therein and the result of any of the foregoing is to increase the cost to such
Credit Party of making or maintaining any Loan or issuing any Letter of Credit
or participating therein, or to reduce the amount of any sum received or
receivable by such Credit Party under this Agreement or under its Note or Notes
with respect thereto, by an amount deemed by such Credit Party to be material,
then, within 15 days after demand by such Credit Party (with a copy to the
Administrative
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Agent), the Borrower shall pay to such Credit Party such additional amount or amounts as will compensate such Credit Party for such increased cost or reduction.
(b) If any Credit Party shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Credit Party (or its Parent) as a consequence of such Credit Party’s obligations hereunder to a level below that which such Credit Party (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Credit Party to be material, then from time to time, within 15 days after demand by such Credit Party (with a copy to the Administrative Agent), the Borrower shall pay to such Credit Party such additional amount or amounts as will compensate such Credit Party (or its Parent) for such reduction.
(c) Each Credit Party will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Credit Party to compensation pursuant to this Section 8.03(c) and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Credit Party, be otherwise disadvantageous to such Credit Party. A certificate of any Credit Party claiming compensation under this Section 8.03(c) and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods.
Section 8.04 Taxes.
(a) Any and all payments by the Borrower to or for the account of any Bank (which for purposes of this Section 8.04, shall include a Fronting Bank and its Assignees), the Administrative Agent hereunder or under any Note shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Bank, the Administrative Agent, taxes imposed on its income (including branch profit taxes), franchise and similar taxes and other taxes imposed on it that, in any such case, would not have been imposed but for a material connection between such Bank, the Administrative Agent and the jurisdiction imposing such taxes (other than a material connection arising by reason of this Agreement or any Note or the receipt of payments made hereunder or thereunder or the exercise of any rights by a Bank, the Administrative Agent hereunder or thereunder) (all such non-excluded taxes, duties, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “ |
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