Additional or Increased Costs. (a) 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), there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining the Disbursements or the Credit Facility, then the Shipowner shall from time to time, upon demand by such Lender, pay to such Lender additional amounts sufficient to compensate such Lender for such increased cost. (b) If any 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) affects or would affect the amount of capital required to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender, the Shipowner shall immediately pay to the Facility Agent (for the benefit of such Lender), from time to time as specified by the Facility Agent (on behalf of such Lender), additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of its commitment to lend hereunder. (c) Each Lender shall take such reasonable steps as it shall determine to minimize amounts demanded under this Section 6.04; PROVIDED that no Lender shall be obligated to take any actions under this SECTION 6.04 if such Lender has determined, that such actions would cause it to incur any material costs or expenses or would otherwise be disadvantageous to it in any material respect. In the event that a Lender transfers the booking office of the Credit Facility or the Floating Rate Note to minimize amounts demanded under this Section 6.04, any costs and expenses incurred in such transfer shall be paid by the Shipowner on demand by such Lender. (d) Each demand for payment by the Facility Agent (on behalf of any Lender) under this Section 6.04 shall be accompanied by a certificate showing in reasonable detail the basis for the calculation of the amounts demanded, which certificate, in the absence of manifest error, shall be conclusive and binding for all purposes. (e) Each Lender shall notify the Shipowner of any event occurring after the date of this Agreement which entitles such Lender to compensation pursuant to this Section 6.04, as promptly as practicable, and in any event within ninety (90) days after it has knowledge of such event and has determined that a request for compensation hereunder shall be made. The Shipowner shall not be obligated to reimburse any Lender for any loss or cost incurred more than ninety (90) days prior to delivery of notice to the Shipowner by the Lender requesting compensation under this Section 6.04. Notwithstanding anything to the contrary contained herein, the agreements in this SECTION 6.04 shall survive the termination of this Agreement and the payment of the Floating Rate Note and all other amounts due hereunder.
Appears in 2 contracts
Sources: Credit Agreement (Pride International Inc), Credit Agreement (Pride International Inc)
Additional or Increased Costs. (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law law, regulation or regulationaccounting principle, 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 Lender of agreeing to make or making, funding or maintaining the Disbursements or the Credit Facility, then the Shipowner shall from time to time, upon demand by such Lender, pay to such Lender additional amounts sufficient to compensate such Lender for such increased cost. In furtherance and not in limitation of the foregoing, if the issuance of Financial Accounting Standards Board Interpretation No. 46 ("FASB 46"), or any other change in accounting standards or the issuance of any other pronouncement, release or interpretation, or the implementation of FASB 46 or any other such standard, pronouncement, release or interpretation, causes or requires the consolidation of all or a portion of the assets and liabilities of the Primary Lender with the assets and liabilities of the Alternate Lender or any other funding source, such event shall constitute a circumstance on which the affected Lender may base a claim for reimbursement under this Section 6.04.
(b) If any 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) affects or would affect the amount of capital required to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender, the Shipowner shall immediately pay to the Facility Agent (for the benefit of such Lender), from time to time as specified by the Facility Agent (on behalf of such Lender), additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of its commitment to lend hereunder.
(c) Each Lender shall take such reasonable steps as it shall determine to minimize amounts demanded under this Section 6.04; PROVIDED provided that no Lender shall be obligated to take any actions under this SECTION Section 6.04 if such Lender has determined, that such actions would cause it to incur any material costs or expenses or would otherwise be disadvantageous to it in any material respect. In the event that a Lender transfers the booking office of the Credit Facility or the Floating Rate Note to minimize amounts demanded under this Section 6.04, any costs and expenses incurred in such transfer shall be paid by the Shipowner on demand by such Lender.
(d) Each demand for payment by the Facility Agent (on behalf of any Lender) under this Section 6.04 shall be accompanied by a certificate showing in reasonable detail the basis for the calculation of the amounts demanded, which certificate, in the absence of manifest error, shall be conclusive and binding for all purposes.
(e) Each The Facility Agent on behalf of each Lender shall notify the Shipowner of any event occurring after the date of this Agreement which entitles such Lender to compensation pursuant to this Section 6.04, as promptly as practicable, and in any event within ninety (90) days after it has knowledge of such event and has determined that a request for compensation hereunder shall be made. The Shipowner shall not be obligated to reimburse any Lender for any loss or cost incurred more than ninety (90) days prior to delivery of notice to the Shipowner by the Lender requesting compensation under this Section 6.04. Notwithstanding anything to the contrary contained herein, the agreements in this SECTION 6.04 shall survive the termination of this Agreement and the payment of the Floating Rate Note and all other amounts due hereunder.
Appears in 2 contracts
Sources: Credit Agreement (Rowan Companies Inc), Credit Agreement (Rowan Companies Inc)
Additional or Increased Costs. (a) If, due to either any Regulatory Change that: (i) changes the introduction basis of or any change in or in the interpretation taxation of any law or regulationamounts payable to any Lender (other than (A) Covered Taxes, or (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes, and (C) Connection Income Taxes); (ii) the compliance with imposes, modifies or holds applicable any guideline reserve, special deposit, deposit insurance or request from similar requirement, including any central bank compulsory loan requirement, insurance charge or other governmental authority assessment (whether other than, for any period for which such Lender is subject to a Capital Adequacy Requirement, the reserves against “Eurocurrency liabilities” under Regulation D of the Federal Reserve Board) against assets of, deposits with or not having for the force account of, or Loan extended by, such Lender; or (iii) imposes any other condition affecting this Agreement or the Note held by such Lender, and the effect of law), there shall be any of the foregoing is to increase in the cost to any such Lender of agreeing to make or making, funding making its Disbursements or maintaining its proportion of the Disbursements Loan or the Credit Facilityto reduce any amount received or receivable by such Lender hereunder (whether of principal, interest or otherwise), then the Shipowner Borrower shall from time to time, upon written demand by such Lender▇▇▇▇▇▇, pay to the Administrative Agent for the benefit of such Lender Lender, additional amounts sufficient to compensate such Lender for such increased costcost or reduction suffered.
(b) If any 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) affects or would affect the amount of capital required to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender, the Shipowner shall immediately pay to the Facility Agent (for the benefit of such Lender), from time to time as specified by the Facility Agent (on behalf of such Lender), additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of its commitment to lend hereunder.
(c) Each Lender shall take such reasonable steps as it shall determine to minimize amounts demanded under this Section 6.04; PROVIDED that no Lender shall be obligated to take any actions under this SECTION 6.04 if such Lender has determined, that such actions would cause it to incur any material costs or expenses or would otherwise be disadvantageous to it in any material respect. In the event that a Lender transfers the booking office of the Credit Facility or the Floating Rate Note to minimize amounts demanded under this Section 6.04, any costs and expenses incurred in such transfer shall be paid by the Shipowner on demand by such Lender.
(d) Each demand for payment by the Facility Agent (on behalf of any Lender) a Lender under this Section 6.04 2.09 shall be accompanied by a certificate showing in reasonable detail the basis for the calculation of the amounts demandeddemanded in good faith, which certificate, in the absence of manifest error, shall be conclusive and binding for all purposes. The Borrower shall pay such Lender, as the case may be, the amount shown as due on any such certificate within twenty (20) Business Days after receipt thereof.
(ec) Each No Lender shall notify be entitled to demand or be compensated for any additional amounts under this Section 2.09 (i) to the Shipowner extent that such additional amounts relate to any period of any event occurring after time more than one hundred eighty (180) days prior to the date of this Agreement upon which entitles such Lender first notifies the Borrower of such additional amounts, or (ii) if such Lender is causing the incremental cost to compensation be incurred for a reason not provided for in Section 2.09(a) above.
(d) If the Borrower is required to pay any amount to a Lender pursuant to this Section 6.042.09, as promptly as practicable, and it may prepay the portion of the Loan held by such Lender in any event within ninety (90) days after it has knowledge of such event and has determined that a request for compensation hereunder shall be made. The Shipowner shall not be obligated to reimburse any Lender for any loss or cost incurred more than ninety (90) days prior to delivery of notice to the Shipowner by the Lender requesting compensation under this accordance with Section 6.043.02. Notwithstanding anything to the contrary contained herein, the agreements in this SECTION 6.04 provisions of Sections 3.03(b) and 3.03(c) shall survive the termination of this Agreement and the payment of the Floating Rate Note and all other amounts due hereundernot apply to any such prepayment.
Appears in 2 contracts
Sources: Loan Agreement (Ecopetrol S.A.), Loan Agreement (Ecopetrol S.A.)
Additional or Increased Costs. (a) If, due to either any Regulatory Change that: (i) changes the introduction basis of or any change in or in the interpretation taxation of any law amounts payable to the Lender (other than taxes imposed on the overall net income of the Lender or regulation, or of the office out of which it is acting hereunder); (ii) imposes or modifies any reserve, special deposit, deposit insurance or assessment affecting the compliance with Lender; or (iii) imposes any guideline other condition affecting this Agreement or request from any central bank or other governmental authority (whether or not having the force of law)Note, there shall be any increase in the cost to any the Lender of agreeing to make or making, funding or maintaining the Disbursements or the Credit Facilityany Utilization, then the Shipowner Borrower shall from time to time, upon demand by such the Lender, pay to such the Lender additional amounts sufficient to compensate such the Lender for such increased cost.
(b) If Without duplication of Section 7.04(a), if the Lender, in its reasonable judgment, determines at any Lender determines time that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having Regulatory Change will have the force effect of law) affects or would affect increasing the amount of capital required or expected to be maintained by such the Lender or (which term, for purposes of this Section 7.04(b), shall include any corporation controlling such Lender and that the amount of such capital is increased by or Lender) based upon on the existence of such the Lender's commitment obligations hereunder, then the Borrower shall pay to lend hereunder and other commitments of this type, thenthe Lender, upon demand by such the Lender, such additional amounts as shall be required to compensate the Shipowner shall immediately pay Lender for the increased cost to the Facility Agent Lender as a result thereof (for the benefit of such Lender)which compensation shall include, from time without limitation, an amount equal to time as specified by the Facility Agent (any reduction in return on behalf of such Lender), additional amounts sufficient to compensate such Lender assets or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of its commitment to lend hereunder.
(c) Each Lender shall take such reasonable steps as it shall determine to minimize amounts demanded under this Section 6.04; PROVIDED that no Lender shall be obligated to take any actions under this SECTION 6.04 if such Lender has determined, that such actions would cause it to incur any material costs or expenses or would otherwise be disadvantageous to it in any material respect. In the event that a Lender transfers the booking office equity of the Credit Facility or the Floating Rate Note to minimize amounts demanded under this Section 6.04, any costs and expenses incurred in such transfer shall be paid by the Shipowner on demand by such Lender.
(d) Each demand for payment by the Facility Agent (on behalf of any Lender) under this Section 6.04 shall be accompanied by a certificate showing in reasonable detail the basis for the calculation of the amounts demanded, which certificate, in the absence of manifest error, shall be conclusive and binding for all purposes.
(e) Each Lender shall notify the Shipowner of any event occurring after the date of this Agreement which entitles such Lender to compensation pursuant a level below that which it could have achieved but for such Regulatory Change, taking into account the Lender's policies as to this Section 6.04, as promptly as practicable, and in any event within ninety (90) days after it has knowledge of such event and has determined that a request for compensation hereunder shall be made. The Shipowner shall not be obligated to reimburse any Lender for any loss or cost incurred more than ninety (90) days prior to delivery of notice to the Shipowner by the Lender requesting compensation under this Section 6.04. Notwithstanding anything to the contrary contained herein, the agreements in this SECTION 6.04 shall survive the termination of this Agreement and the payment of the Floating Rate Note and all other amounts due hereundercapital adequacy).
Appears in 2 contracts
Sources: Credit Agreement (Tva Sul Foz Do Iguacu LTD), Credit Agreement (Tva Sul Foz Do Iguacu LTD)
Additional or Increased Costs. (a) If, due to either any Regulatory Change that: (i) changes the introduction basis of or any change in or in the interpretation taxation of any law or regulationamounts payable to the Lender (other than (A) Covered Taxes, or (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes, and (C) Connection Income Taxes); (ii) the compliance with imposes, modifies or holds applicable any guideline reserve, special deposit, deposit insurance or request from similar requirement, including any central bank compulsory loan requirement, insurance charge or other governmental authority assessment (whether other than, for any period for which the Lender is subject to a Capital Adequacy Requirement, the reserves against “Eurocurrency liabilities” under Regulation D of the Federal Reserve Board) against assets of, deposits with or not having for the force account of, or Loan extended by, the Lender; or (iii) imposes any other condition affecting this Agreement or the Note held by the Lender, and the effect of law), there shall be any of the foregoing is to increase in the cost to any the Lender of agreeing to make or making, funding making its Disbursements or maintaining the Disbursements Loan or to reduce any amount received or receivable by the Credit FacilityLender hereunder (whether of principal, interest or otherwise), then the Shipowner Borrower shall from time to time, upon written demand by such the Lender, pay to such Lender additional amounts sufficient to compensate such Lender for such increased cost.
(b) If any 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) affects or would affect the amount of capital required to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender, the Shipowner shall immediately pay to the Facility Agent (for the benefit of such Lender), from time to time as specified by the Facility Agent (on behalf of such Lender), additional amounts sufficient to compensate the Lender for such Lender increased cost or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of its commitment to lend hereunderreduction suffered.
(c) Each Lender shall take such reasonable steps as it shall determine to minimize amounts demanded under this Section 6.04; PROVIDED that no Lender shall be obligated to take any actions under this SECTION 6.04 if such Lender has determined, that such actions would cause it to incur any material costs or expenses or would otherwise be disadvantageous to it in any material respect. In the event that a Lender transfers the booking office of the Credit Facility or the Floating Rate Note to minimize amounts demanded under this Section 6.04, any costs and expenses incurred in such transfer shall be paid by the Shipowner on demand by such Lender.
(db) Each demand for payment by the Facility Agent (on behalf of any Lender) Lender under this Section 6.04 2.09 shall be accompanied by a certificate showing in reasonable detail the basis for the calculation of the amounts demandeddemanded in good faith, which certificate, in the absence of manifest error, shall be conclusive and binding for all purposes. The Borrower shall pay the Lender, as the case may be, the amount shown as due on any such certificate within twenty (20) Business Days after receipt thereof.
(ec) Each The Lender shall notify not be entitled to demand or be compensated for any additional amounts under this Section 2.09 (i) to the Shipowner extent that such additional amounts relate to any period of any event occurring after time more than one hundred eighty (180) days prior to the date upon which the Lender first notifies the Borrower of this Agreement which entitles such additional amounts, or (ii) if the Lender is causing the incremental cost to compensation be incurred for a reason not provided for in Section 2.09(a) above.
(d) If the Borrower is required to pay any amount to the Lender pursuant to this Section 6.042.09, as promptly as practicable, and in any event within ninety (90) days after it has knowledge may prepay the portion of such event and has determined that a request for compensation hereunder shall be made. The Shipowner shall not be obligated to reimburse any Lender for any loss or cost incurred more than ninety (90) days prior to delivery of notice to the Shipowner Loan held by the Lender requesting compensation under this Section 6.04. Notwithstanding anything to the contrary contained herein, the agreements in this SECTION 6.04 shall survive the termination of this Agreement and the payment of the Floating Rate Note and all other amounts due hereunder.accordance with
Appears in 1 contract
Sources: Loan Agreement (Ecopetrol S.A.)
Additional or Increased Costs. (a) If, due to either any Regulatory Change that: (i) changes the introduction basis of or any change in or in the interpretation taxation of any law amounts payable to the Lender (other than taxes imposed on the overall net income of the Lender or regulation, or of the office out of which it is acting hereunder); (ii) imposes or modifies any Reserve/Premium Requirements affecting the compliance with Lender; or (iii) imposes any guideline other condition affecting this Agreement or request from any central bank or other governmental authority (whether or not having the force of lawNote(s), there shall be any increase in the cost to any the Lender of agreeing to make or making, funding or maintaining the Disbursements or the Credit Facilityany Utilization, then the Shipowner Borrower shall from time to time, upon demand by such the Lender, pay to such the Lender additional amounts sufficient to compensate such the Lender for such increased cost.
(b) If Without duplication of Section 7.04(a), if the Lender, in its reasonable judgment, determines at any Lender determines time that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having Regulatory Change will have the force effect of law) affects or would affect increasing the amount of capital required or expected to be maintained by such the Lender or (which term, for purposes of this Section 7.04(b), shall include any corporation controlling such Lender and that the amount of such capital is increased by or Lender) based upon on the existence of such the Lender's commitment obligations hereunder, then the Borrower shall pay to lend hereunder and other commitments of this type, thenthe Lender, upon demand by such the Lender, such additional amounts as shall be required to compensate the Shipowner shall immediately pay Lender for the increased cost to the Facility Agent Lender as a result thereof (for the benefit of such Lender)which compensation shall include, from time without limitation, an amount equal to time as specified by the Facility Agent (any reduction in return on behalf of such Lender), additional amounts sufficient to compensate such Lender assets or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of its commitment to lend hereunder.
(c) Each Lender shall take such reasonable steps as it shall determine to minimize amounts demanded under this Section 6.04; PROVIDED that no Lender shall be obligated to take any actions under this SECTION 6.04 if such Lender has determined, that such actions would cause it to incur any material costs or expenses or would otherwise be disadvantageous to it in any material respect. In the event that a Lender transfers the booking office equity of the Credit Facility or the Floating Rate Note to minimize amounts demanded under this Section 6.04, any costs and expenses incurred in such transfer shall be paid by the Shipowner on demand by such Lender.
(d) Each demand for payment by the Facility Agent (on behalf of any Lender) under this Section 6.04 shall be accompanied by a certificate showing in reasonable detail the basis for the calculation of the amounts demanded, which certificate, in the absence of manifest error, shall be conclusive and binding for all purposes.
(e) Each Lender shall notify the Shipowner of any event occurring after the date of this Agreement which entitles such Lender to compensation pursuant a level below that which it could have achieved but for such Regulatory Change, taking into account the Lender's policies as to this Section 6.04, as promptly as practicable, and in any event within ninety (90) days after it has knowledge of such event and has determined that a request for compensation hereunder shall be made. The Shipowner shall not be obligated to reimburse any Lender for any loss or cost incurred more than ninety (90) days prior to delivery of notice to the Shipowner by the Lender requesting compensation under this Section 6.04. Notwithstanding anything to the contrary contained herein, the agreements in this SECTION 6.04 shall survive the termination of this Agreement and the payment of the Floating Rate Note and all other amounts due hereundercapital adequacy).
Appears in 1 contract
Additional or Increased Costs.
(a) If, due to either any Regulatory Change that: (i) changes the introduction basis of or any change in or in the interpretation taxation of any law or regulationamounts payable to any Lender (other than (A) Covered Taxes, or (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes, and (C) Connection Income Taxes); (ii) the compliance with imposes, modifies or holds applicable any guideline reserve, special deposit, deposit insurance or request from similar requirement, including any central bank compulsory loan requirement, insurance charge or other governmental authority assessment (whether other than, for any period for which such Lender is subject to a Capital Adequacy Requirement, the reserves against “Eurocurrency liabilities” under Regulation D of the Federal Reserve Board) against assets of, deposits with or not having for the force account of, or Loan extended by, such Lender; or (iii) imposes any other condition affecting this Agreement or the Note held by such Lender, and the effect of law), there shall be any of the foregoing is to increase in the cost to any such Lender of agreeing to make or making, funding making its Disbursement or maintaining its proportion of the Disbursements Loan or the Credit Facilityto reduce any amount received or receivable by such Lender hereunder (whether of principal, interest or otherwise), then the Shipowner Borrower shall from time to time, upon written demand by such Lender, pay to the Administrative Agent for the benefit of such Lender Lender, additional amounts sufficient to compensate such Lender for such increased costcost or reduction suffered.
(b) If any 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) affects or would affect the amount of capital required to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender, the Shipowner shall immediately pay to the Facility Agent (for the benefit of such Lender), from time to time as specified by the Facility Agent (on behalf of such Lender), additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of its commitment to lend hereunder.
(c) Each Lender shall take such reasonable steps as it shall determine to minimize amounts demanded under this Section 6.04; PROVIDED that no Lender shall be obligated to take any actions under this SECTION 6.04 if such Lender has determined, that such actions would cause it to incur any material costs or expenses or would otherwise be disadvantageous to it in any material respect. In the event that a Lender transfers the booking office of the Credit Facility or the Floating Rate Note to minimize amounts demanded under this Section 6.04, any costs and expenses incurred in such transfer shall be paid by the Shipowner on demand by such Lender.
(d) Each demand for payment by the Facility Agent (on behalf of any Lender) a Lender under this Section 6.04 2.09 shall be accompanied by a certificate showing in reasonable detail the basis for the calculation of the amounts demandeddemanded in good faith, which certificate, in the absence of manifest error, shall be conclusive and binding for all purposes. The Borrower shall pay such Lender, as the case may be, the amount shown as due on any such certificate within twenty (20) Business Days after receipt thereof.
(c) No Lender shall be entitled to demand or be compensated for any additional amounts under this Section 2.09 (i) to the extent that such additional amounts relate to any period of time more than one hundred eighty (180) days prior to the date upon which such Lender first notifies the Borrower of such additional amounts, or (ii) if such Lender is causing the incremental cost to be incurred for a reason not provided for in Section 2.09(a) above.
(ed) Each If the Borrower is required to pay any amount to a Lender shall notify the Shipowner of any event occurring after the date of this Agreement which entitles such Lender to compensation pursuant to this Section 6.042.09, as promptly as practicable, and it may prepay the portion of the Loan held by such Lender in any event within ninety (90) days after it has knowledge of such event and has determined that a request for compensation hereunder shall be made. The Shipowner shall not be obligated to reimburse any Lender for any loss or cost incurred more than ninety (90) days prior to delivery of notice to the Shipowner by the Lender requesting compensation under this accordance with Section 6.043.02. Notwithstanding anything to the contrary contained herein, the agreements in this SECTION 6.04 provisions of Sections 3.02(a), 3.04(b) and 3.04(c) shall survive the termination of this Agreement and the payment of the Floating Rate Note and all other amounts due hereunder.not apply to any such prepayment.
Appears in 1 contract
Sources: Loan Agreement (Ecopetrol S.A.)
Additional or Increased Costs. (a) 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), there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining the Disbursements or the Credit Facility, then the Shipowner shall from time to time, upon demand by such Lender, pay to such Lender additional amounts sufficient to compensate such Lender for such increased cost.
(b) If any 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) affects or would affect the amount of capital required to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender, the Shipowner shall immediately pay to the Facility Agent (for the benefit of such Lender), from time to time as specified by the Facility Agent (on behalf of such Lender), additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of its commitment to lend hereunder.
(c) Each Lender shall take such reasonable steps as it shall determine to minimize amounts demanded under this Section 6.04; PROVIDED provided that no Lender shall be obligated to take any actions under this SECTION Section 6.04 if such Lender has determined, that such actions would cause it to incur any material costs or expenses or would otherwise be disadvantageous to it in any material respect. In the event that a Lender transfers the booking office of the Credit Facility or the Floating Rate Note to minimize amounts demanded under this Section 6.04, any costs and expenses incurred in such transfer shall be paid by the Shipowner on demand by such Lender.
(d) Each demand for payment by the Facility Agent (on behalf of any Lender) under this Section 6.04 shall be accompanied by a certificate showing in reasonable detail the basis for the calculation of the amounts demanded, which certificate, in the absence of manifest error, shall be conclusive and binding for all purposes.
(e) Each The Facility Agent on behalf of each Lender shall notify the Shipowner of any event occurring after the date of this Agreement which entitles such Lender to compensation pursuant to this Section 6.04, as promptly as practicable, and in any event within ninety (90) days after it has knowledge of such event and has determined that a request for compensation hereunder shall be made. The Shipowner shall not be obligated to reimburse any Lender for any loss or cost incurred more than ninety (90) days prior to delivery of notice to the Shipowner by the Lender requesting compensation under this Section 6.04. Notwithstanding anything to the contrary contained herein, the agreements in this SECTION 6.04 shall survive the termination of this Agreement and the payment of the Floating Rate Note and all other amounts due hereunder.
Appears in 1 contract
Additional or Increased Costs. (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation, regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to any a Lender of agreeing to make or making, funding or maintaining the Disbursements Advances or the Credit Facility, then the Shipowner shall from time to time, upon demand by such a Lender, pay to such Lender additional amounts sufficient to compensate such Lender for such increased cost.
(b) If any a Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority Governmental Authority (whether or not having the force of law) affects or would affect the amount of capital required to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's ’s commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender, the Shipowner shall immediately pay to the Facility Agent (Agent, for the benefit of such Lender), from time to time as specified by the Facility Agent (on behalf of such Lender)Agent, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of its commitment to lend hereunder.
(c) Each Lender shall take Before making any such reasonable steps as it shall determine to minimize amounts demanded under this Section 6.04; PROVIDED that no Lender shall be obligated to take any actions under this SECTION 6.04 if such Lender has determined, that such actions would cause it to incur any material costs or expenses or would otherwise be disadvantageous to it in any material respect. In demand for payment by the event that a Lender transfers the booking office of the Credit Facility or the Floating Rate Note to minimize amounts demanded Agent under this Section 6.04, any a Lender shall first make a reasonable investigation as to whether the increased costs of such compliance can be avoided, without the incurrence of a material disadvantage by such Lender, by shifting the office through which such Lender funds and expenses incurred in such transfer shall be paid by maintains the Shipowner on demand Advances or the Credit Facility to another office owned and managed by such Lender.
(d) Each demand for payment by the Facility Agent (on behalf of any Lender) under this Section 6.04 shall be accompanied by a certificate showing in reasonable detail the basis for the calculation of the amounts demanded, which certificate, in the absence of manifest error, shall be conclusive and binding for all purposes.
(e) Each Lender shall notify the Shipowner of any event occurring after the date of this Agreement which entitles such Lender to compensation pursuant to this Section 6.04, as promptly as practicable, and in any event within ninety (90) days after it has knowledge of such event and has determined that a request for compensation hereunder shall be made. The Shipowner shall not be obligated to reimburse any Lender for any loss or cost incurred more than ninety (90) days prior to delivery of notice to the Shipowner by the Lender requesting compensation under this Section 6.04. Notwithstanding anything to the contrary contained herein, the agreements in this SECTION Section 6.04 shall survive the termination of this Agreement and the payment of the Floating Rate Note and all other amounts due hereunder.
Appears in 1 contract
Additional or Increased Costs. (a) If, due to either any Regulatory Change that: (i) changes the introduction basis of or any change in or in the interpretation taxation of any law or regulationamounts pay- able to any Lender (other than (A) Covered Taxes, or (B) Tax- es described in clauses (b) through (d) of the definition of Excluded Taxes, and (C) Connection Income Taxes); (ii) the compliance with im- poses, modifies or holds applicable any guideline reserve, special deposit, deposit insurance or request from similar requirement, includ- ing any central bank compulsory loan requirement, insurance charge or other governmental authority assessment (whether other than, for any period for which the affected Lender is subject to a Capital Adequacy Require- ment, the reserves against “Eurocurrency liabilities” un- der Regulation D of the Board of Governors of the United States Federal Reserve System) against assets of, depos- its with or not having for the force account of, or Loan extended by, such Lender; or (iii) imposes any other condition affecting this Agreement or the Note held by any Lender, and the effect of law), there shall be any of the foregoing is to increase in the cost to any Lender such Lend- er of agreeing to make or making, funding making or maintaining the Disbursements any of its Loan or the Credit Facilityto reduce any amount received or receivable by such Lender hereunder (whether of principal, interest or otherwise), then the Shipowner Bor- rower shall from time to time, upon written demand by such Lender, pay to the Administrative Agent for the benefit of such Lender Lender, additional amounts sufficient to compensate such Lender for such increased costcost or reduction suffered.
(b) If any 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) affects or would affect the amount of capital required to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender, the Shipowner shall immediately pay to the Facility Agent (for the benefit of such Lender), from time to time as specified by the Facility Agent (on behalf of such Lender), additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of its commitment to lend hereunder.
(c) Each Lender shall take such reasonable steps as it shall determine to minimize amounts demanded under this Section 6.04; PROVIDED that no Lender shall be obligated to take any actions under this SECTION 6.04 if such Lender has determined, that such actions would cause it to incur any material costs or expenses or would otherwise be disadvantageous to it in any material respect. In the event that a Lender transfers the booking office of the Credit Facility or the Floating Rate Note to minimize amounts demanded under this Section 6.04, any costs and expenses incurred in such transfer shall be paid by the Shipowner on demand by such Lender.
(d) Each demand for payment by the Facility Agent (on behalf of any Lender) a Lender under this Section 6.04 2.09, shall be accompanied by a certificate showing in reasonable detail the basis for the calculation of the amounts demandeddemanded in good faith, which certificate, in the absence of manifest error, shall be conclusive con- clusive and binding for all purposes. The Borrower shall pay such Lender, as the case may be, the amount shown as due on any such certificate within twenty (20) Business Days after receipt thereof.
(ec) Each No Lender shall notify be entitled to demand or be compensated for any additional amounts under this Section 2.09 (i) to the Shipowner extent that such addi- tional amounts relate to any period of any event occurring after time more than one hundred eighty (180) days prior to the date of this Agreement upon which entitles such Lender first notifies the Borrower of such additional amounts, or (ii) if such Lender is causing the incremental cost to compensation be incurred for a reason not provided for in Section 2.09(a) above.
(d) If the Borrower is required to pay any amount to a Lender pursuant to this Section 6.042.09, as promptly as practicable, and it may prepay the portion of the Loan held by such Lender in any event within ninety (90) days after it has knowledge of such event and has determined that a request for compensation hereunder shall be made. The Shipowner shall not be obligated to reimburse any Lender for any loss or cost incurred more than ninety (90) days prior to delivery of notice to the Shipowner by the Lender requesting compensation under this accordance with Section 6.043.02. Notwithstanding anything to the contrary contained herein, the agreements in this SECTION 6.04 provisions of Sections 3.02(a), 3.04(b) and 3.04(c) shall survive the termination of this Agreement and the payment of the Floating Rate Note and all other amounts due hereundernot apply to any such prepayment.
Appears in 1 contract
Sources: Credit Agreement
Additional or Increased Costs. (a) If, due to either any Regulatory Change that: (i) changes the introduction basis of or any change in or in the interpretation taxation of any law or regulationamounts payable to any Lender (other than (A) Covered Taxes, or (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes, and (C) Connection Income Taxes); (ii) the compliance with imposes, modifies or holds applicable any guideline reserve, special deposit, deposit insurance or request from similar requirement, including any central bank compulsory loan requirement, insurance charge or other governmental authority assessment (whether other than, for any period for which such Lender is subject to a Capital Adequacy Requirement, the reserves against “Eurocurrency liabilities” under Regulation D of the Federal Reserve Board) against assets of, deposits with or not having for the force account of, or Loan extended by, such Lender; or (iii) imposes any other condition affecting this Agreement or the Note held by such Lender, and the effect of law), there shall be any of the foregoing is to increase in the cost to any such Lender of agreeing to make or making, funding making its Disbursement or maintaining its proportion of the Disbursements Loan or the Credit Facilityto reduce any amount received or receivable by such Lender hereunder (whether of principal, interest or otherwise), then the Shipowner Borrower shall from time to time, upon written demand by such Lender▇▇▇▇▇▇, pay to the Administrative Agent for the benefit of such Lender Lender, additional amounts sufficient to compensate such Lender for such increased costcost or reduction suffered.
(b) If any 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) affects or would affect the amount of capital required to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender, the Shipowner shall immediately pay to the Facility Agent (for the benefit of such Lender), from time to time as specified by the Facility Agent (on behalf of such Lender), additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of its commitment to lend hereunder.
(c) Each Lender shall take such reasonable steps as it shall determine to minimize amounts demanded under this Section 6.04; PROVIDED that no Lender shall be obligated to take any actions under this SECTION 6.04 if such Lender has determined, that such actions would cause it to incur any material costs or expenses or would otherwise be disadvantageous to it in any material respect. In the event that a Lender transfers the booking office of the Credit Facility or the Floating Rate Note to minimize amounts demanded under this Section 6.04, any costs and expenses incurred in such transfer shall be paid by the Shipowner on demand by such Lender.
(d) Each demand for payment by the Facility Agent (on behalf of any Lender) a Lender under this Section 6.04 2.09 shall be accompanied by a certificate showing in reasonable detail the basis for the calculation of the amounts demandeddemanded in good faith, which certificate, in the absence of manifest error, shall be conclusive and binding for all purposes. The Borrower shall pay such Lender, as the case may be, the amount shown as due on any such certificate within twenty (20) Business Days after receipt thereof.
(ec) Each No Lender shall notify be entitled to demand or be compensated for any additional amounts under this Section 2.09 (i) to the Shipowner extent that such additional amounts relate to any period of any event occurring after time more than one hundred eighty (180) days prior to the date of this Agreement upon which entitles such Lender first notifies the Borrower of such additional amounts, or (ii) if such Lender is causing the incremental cost to compensation be incurred for a reason not provided for in Section 2.09(a) above.
(d) If the Borrower is required to pay any amount to a Lender pursuant to this Section 6.042.09, as promptly as practicable, and it may prepay the portion of the Loan held by such Lender in any event within ninety (90) days after it has knowledge of such event and has determined that a request for compensation hereunder shall be made. The Shipowner shall not be obligated to reimburse any Lender for any loss or cost incurred more than ninety (90) days prior to delivery of notice to the Shipowner by the Lender requesting compensation under this accordance with Section 6.043.02. Notwithstanding anything to the contrary contained herein, the agreements in this SECTION 6.04 provisions of Sections 3.03(b) and 3.03(c) shall survive the termination of this Agreement and the payment of the Floating Rate Note and all other amounts due hereundernot apply to any such prepayment.
Appears in 1 contract
Sources: Loan Agreement (Ecopetrol S.A.)
Additional or Increased Costs.
(a) If, due to either any Regulatory Change that: (i) changes the introduction basis of or any change in or in the interpretation taxation of any law or regulationamounts payable to any Lender (other than (A) Covered Taxes, or (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes, and (C) Connection Income Taxes); (ii) the compliance with imposes, modifies or holds applicable any guideline reserve, special deposit, deposit insurance or request from similar requirement, including any central bank compulsory loan requirement, insurance charge or other governmental authority assessment (whether other than, for any period for which such Lender is subject to a Capital Adequacy Requirement, the reserves against “Eurocurrency liabilities” under Regulation D of the Federal Reserve Board) against assets of, deposits with or not having for the force account of, or Loan extended by, such Lender; or (iii) imposes any other condition affecting this Agreement or the Note held by such Lender, and the effect of law), there shall be any of the foregoing is to increase in the cost to any such Lender of agreeing to make or making, funding making its Disbursements or maintaining its proportion of the Disbursements Loan or the Credit Facilityto reduce any amount received or receivable by such Lender hereunder (whether of principal, interest or otherwise), then the Shipowner Borrower shall from time to time, upon written demand by such Lender▇▇▇▇▇▇, pay to the Administrative Agent for the benefit of such Lender Lender, additional amounts sufficient to compensate such Lender for such increased costcost or reduction suffered.
(b) If any 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) affects or would affect the amount of capital required to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender, the Shipowner shall immediately pay to the Facility Agent (for the benefit of such Lender), from time to time as specified by the Facility Agent (on behalf of such Lender), additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of its commitment to lend hereunder.
(c) Each Lender shall take such reasonable steps as it shall determine to minimize amounts demanded under this Section 6.04; PROVIDED that no Lender shall be obligated to take any actions under this SECTION 6.04 if such Lender has determined, that such actions would cause it to incur any material costs or expenses or would otherwise be disadvantageous to it in any material respect. In the event that a Lender transfers the booking office of the Credit Facility or the Floating Rate Note to minimize amounts demanded under this Section 6.04, any costs and expenses incurred in such transfer shall be paid by the Shipowner on demand by such Lender.
(d) Each demand for payment by the Facility Agent (on behalf of any Lender) a Lender under this Section 6.04 2.09 shall be accompanied by a certificate showing in reasonable detail the basis for the calculation of the amounts demandeddemanded in good faith, which certificate, in the absence of manifest error, shall be conclusive and binding for all purposes. The Borrower shall pay such Lender, as the case may be, the amount shown as due on any such certificate within twenty (20) Business Days after receipt thereof.
(ec) Each No Lender shall notify be entitled to demand or be compensated for any additional amounts under this Section 2.09 (i) to the Shipowner extent that such additional amounts relate to any period of any event occurring after time more than one hundred eighty (180) days prior to the date of this Agreement upon which entitles such Lender first notifies the Borrower of such additional amounts, or (ii) if such Lender is causing the incremental cost to compensation be incurred for a reason not provided for in Section 2.09(a) above.
(d) If the Borrower is required to pay any amount to a Lender pursuant to this Section 6.042.09, as promptly as practicable, and it may prepay the portion of the Loan held by such Lender in any event within ninety (90) days after it has knowledge of such event and has determined that a request for compensation hereunder shall be made. The Shipowner shall not be obligated to reimburse any Lender for any loss or cost incurred more than ninety (90) days prior to delivery of notice to the Shipowner by the Lender requesting compensation under this accordance with Section 6.043.02. Notwithstanding anything to the contrary contained herein, the agreements in this SECTION 6.04 provisions of Sections 3.03(b) and 3.03(c) shall survive the termination of this Agreement and the payment of the Floating Rate Note and all other amounts due hereundernot apply to any such prepayment.
Appears in 1 contract
Sources: Loan Agreement (Ecopetrol S.A.)
Additional or Increased Costs. (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation, regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to any a Lender of agreeing to make or making, funding or maintaining the Disbursements Advances or the Credit Facility, then the Shipowner shall from time to time, upon demand by such a Lender, pay to such Lender additional amounts sufficient to compensate such Lender for such increased cost.
(b) If any a Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority Governmental Authority (whether or not having the force of law) affects or would affect the amount of capital required to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender, the Shipowner shall immediately pay to the Facility Agent (Agent, for the benefit of such Lender), from time to time as specified by the Facility Agent (on behalf of such Lender)Agent, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of its commitment to lend hereunder.
(c) Each demand for payment by the Facility Agent under this Section 6.04 shall be accompanied by a certificate showing in reasonable detail the basis for the calculation of the amounts demanded, which certificate, in the absence of manifest error, shall be conclusive and binding for all purposes.
(d) Notwithstanding anything to the contrary contained herein, the agreements in this Section 6.04 shall survive the termination of this Agreement and the payment of the Floating Rate Note and all other amounts due hereunder.
(e) Each Lender shall take such reasonable steps as it shall determine to minimize amounts demanded under this Section 6.04; PROVIDED provided that no Lender shall be obligated to take any actions under this SECTION Section 6.04 if such Lender has determined, that such actions would cause it to incur any material costs or expenses or would otherwise be disadvantageous to it in any material respect. In the event that a Lender transfers the booking office of the Credit Facility or the Floating Rate Note to minimize amounts demanded under this Section 6.04, any costs and expenses incurred in such transfer shall be paid by the Shipowner on demand by such Lender.
(df) Each demand for payment by the The Facility Agent (on behalf of any Lender) under this Section 6.04 shall be accompanied by a certificate showing in reasonable detail the basis for the calculation of the amounts demanded, which certificate, in the absence of manifest error, shall be conclusive and binding for all purposes.
(e) Each each Lender shall notify the Shipowner of any event occurring after the date of this Agreement which entitles such Lender to compensation pursuant to this Section 6.04, as promptly as practicable, and in any event within ninety (90) days after it has knowledge of such event and has determined that a request for compensation hereunder shall be made. The Shipowner shall not be obligated to reimburse any Lender for any loss or cost incurred more than ninety (90) days prior to delivery of notice to the Shipowner by the Lender requesting compensation under this Section 6.04. Notwithstanding anything to the contrary contained herein, the agreements in this SECTION 6.04 shall survive the termination of this Agreement and the payment of the Floating Rate Note and all other amounts due hereunder.
Appears in 1 contract
Additional or Increased Costs. (a) 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), there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining the Disbursements or the Credit Facility, then the Shipowner shall from time to time, upon demand by such Lender, pay to such Lender additional amounts sufficient to compensate such Lender for such increased cost.
(b) If any 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) affects or would affect the amount of capital required to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender, the Shipowner shall immediately pay to the Facility Agent (for the benefit of such Lender), from time to time as specified by the Facility Agent (on behalf of such Lender), additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of its commitment to lend hereunder.
(c) Each Lender shall take such reasonable steps as it shall determine to minimize amounts demanded under this Section 6.04; PROVIDED provided that no Lender shall be obligated to take any actions under this SECTION Section 6.04 if such Lender has determined, that such actions would cause it to incur any material costs or expenses or would otherwise be disadvantageous to it in any material respect. In the event that a Lender transfers the booking office of the Credit Facility or the Floating Rate Note to minimize amounts demanded under this Section 6.04, any costs and expenses incurred in such transfer shall be paid by the Shipowner on demand by such Lender, provided, however, that any requirements imposed by this Section 6.04 on the Shipowner shall be no more burdensome than those imposed by the Lender on its highest rated and most favored customers who are subject to similar requirements.
(d) Each demand for payment by the Facility Agent (on behalf of any Lender) under this Section 6.04 shall be accompanied by a certificate showing in reasonable detail the basis for the calculation of the amounts demanded, which certificate, in the absence of manifest error, shall be conclusive and binding for all purposes.
(e) Each The Facility Agent on behalf of each Lender shall notify the Shipowner of any event occurring after the date of this Agreement which entitles such Lender to compensation pursuant to this Section 6.04, as promptly as practicable, and in any event within ninety (90) days after it has knowledge of such event and has determined that a request for compensation hereunder shall be made. The Shipowner shall not be obligated to reimburse any Lender for any loss or cost incurred more than ninety (90) days prior to delivery of notice to the Shipowner by the Lender requesting compensation under this Section 6.04. Notwithstanding anything to the contrary contained herein, the agreements in this SECTION 6.04 shall survive the termination of this Agreement and the payment of the Floating Rate Note and all other amounts due hereunder.
Appears in 1 contract