Increased Cost and Reduced Return. (a) If after the date hereof, a Change of Law or compliance by any Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any Authority: (i) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Lending Office); or (ii) shall impose on any Bank (or its Lending Office) or on the London interbank market any other condition affecting its Euro-Dollar Loans, its Notes or its obligation to make Euro-Dollar Loans; and the result of any of the foregoing is to increase the cost to such Bank (or its Lending Office) of making or maintaining any Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Lending Office) under this Agreement or under its Notes with respect thereto, by an amount deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Agent), the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction. (b) If any Bank reasonably shall have determined that after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, has or would have the effect of reducing the rate of return on such Bank's capital as a consequence of its obligations hereunder to a level below that which such Bank could have achieved but for such adoption, change or compliance (taking into consideration such Bank's policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time, within 15 days after demand by such Bank, the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such reduction. (c) Each Bank will promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section 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 Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive, provided it has a reasonable basis for claiming compensation, in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. (d) The provisions of this Section 8.03 shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee.
Appears in 1 contract
Sources: Term Loan Credit Agreement (Springs Industries Inc)
Increased Cost and Reduced Return. (a) If If, after the date hereof, a Change the adoption of Law any applicable law, rule, or regulation, or any change in any applicable 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 compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any Authoritysuch governmental authority, central bank, or comparable agency:
(i) shall subject such Bank (or its Applicable Lending Office) to any tax, duty, or other charge with respect to any Eurodollar Loans, its Note, or its obligation to make Eurodollar Loans, or change the basis of taxation of any amounts payable to such Bank (or its Applicable Lending Office) under this Agreement or its Note in respect of any Eurodollar Loans (other than taxes imposed on the overall net income of such Bank by the jurisdiction in which such Bank has its principal office or such Applicable Lending Office);
(ii) shall impose, modify modify, or deem applicable any reserve, special deposit deposit, assessment, compulsory loan, or similar requirement (including, without limitation, any such requirement imposed by other than the Board of Governors Reserve Requirement utilized in the determination of the Federal Reserve System, but excluding Adjusted Eurodollar Rate) relating to any such requirement included in an applicable Euro-Dollar Reserve Percentage) against extensions of credit or other assets of, or any deposits with or for the account other liabilities or commitments of, or credit extended by, any such Bank (or its Applicable Lending Office), including the Commitment of such Bank hereunder; or
(iiiii) shall impose on any such Bank (or its Applicable Lending Office) or on the London interbank market any other condition affecting its Euro-Dollar Loans, its Notes this Agreement or its obligation to make Euro-Dollar LoansNote or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making making, Converting into, Continuing, or maintaining any Loan, Eurodollar Loans or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Notes Note with respect theretoto any Eurodollar Loans, by an amount deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Agent), then the Borrower shall pay to such Bank on demand such additional amount or amounts as will compensate such Bank for such increased cost or reduction. If any Bank requests compensation by the Borrower under this SECTION 5.1(a), the Borrower may, by notice to such Bank (with a copy to the Agent), suspend the obligation of such Bank to make or Continue Eurodollar Loans or to Convert all or part of the Base Rate Loan owing to such Bank into Eurodollar Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of SECTION 5.4 shall be applicable); PROVIDED that such suspension shall not affect the right of such Bank to receive the compensation so requested.
(b) If If, after the date hereof, any Bank reasonably shall have determined that after the date hereof the adoption of any applicable law, rule rule, or regulation regarding capital adequacy, adequacy or any change thereintherein or in the interpretation or administration thereof by any governmental authority, central bank, or any change in comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authoritysuch governmental authority, central bank, or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Bank's capital Bank or any corporation controlling such Bank as a consequence of its such Bank's obligations hereunder to a level below that which such Bank or such corporation could have achieved but for such adoption, change change, request, or compliance directive (taking into consideration such Bank's its policies with respect to capital adequacy) by an amount deemed by such Bank to be material), then from time to time, within 15 days after time upon demand by such Bank, the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such reduction.
(c) Each Bank will shall promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section and will designate a different Applicable 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 Bank, be otherwise disadvantageous to such Bankit. A certificate of any Any Bank claiming compensation under this Section shall furnish to the Borrower and the Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive, provided it has a reasonable basis for claiming compensation, conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods.
(d) The provisions of this Section 8.03 shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee.
Appears in 1 contract
Increased Cost and Reduced Return. (a) If after the date hereof, a any Change of In Law or compliance by any Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any Authority:
(i) shall impose, modify or deem applicable any reserve, special deposit deposit, compulsory loan, insurance charge or similar requirement (including, without limitation, any such requirement imposed regulations issued from time to time by the Board of Governors FRB for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D of the Federal Reserve SystemFRB, but excluding any such requirement included as amended and in an applicable Euro-Dollar Reserve Percentageeffect from time to time)) against assets of, deposits with or for the account of, or credit extended by, any Bank Lender (or its Lending Office); or
(ii) shall subject any Lender or Administrative Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Bank Lender (or its Lending Office) or on the London interbank market any other condition condition, cost or expense affecting its Euro-Dollar SOFR Loans, its Notes Note or its obligation to make Euro-Dollar Loans; SOFR Loans and the result of any of the foregoing is to increase the cost to such Bank Lender (or its Lending Office) of making or maintaining any SOFR Loan (or, in the case of an adoption or change with respect to taxes, any Loan), or to reduce the amount of any sum received or receivable by such Bank Lender (or its Lending Office) under this Agreement or under its Notes Note with respect thereto, by an amount deemed by such Bank Lender to be material, then, within 15 days after demand by such Bank Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date such Lender first notifies the Borrower of its intention to demand compensation therefor under this Section 8.02(a).
(b) If any Bank reasonably Lender shall have determined that after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, Change In Law has or would have the effect of reducing the rate of return on capital or liquidity of such Bank's capital Lender (or its Parent) as a consequence of its such Lender’s obligations hereunder to a level below that which such Bank Lender (or its Parent) could have achieved but for such adoption, change or compliance Change In Law (taking into consideration such Bank's its policies with respect to capital adequacyadequacy and liquidity) by an amount deemed by such Bank Lender to be material, then from time to time, within 15 days after demand by such BankLender (with a copy to the Administrative Agent), the Borrower shall pay to such Bank Lender of such additional amount or amounts as will compensate such Bank Lender (or its Parent) for such reduction; provided that no such amount shall be payable with respect to any period commencing less than 30 days after the date such Lender first notifies the Borrower of its intention to demand compensation under this Section 8.02(b).
(c) Each Bank Lender 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 Bank Lender to compensation pursuant to this Section 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 BankLender, be otherwise disadvantageous to such BankLender. A certificate of any Bank Lender claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive, provided it has a reasonable basis for claiming compensation, conclusive in the absence of manifest error. In determining such amount, such Bank Lender may use any reasonable averaging and attribution methods.
(d) The provisions of this Section 8.03 shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee.
Appears in 1 contract
Increased Cost and Reduced Return. (a) If If, on or after the date hereofhereof in the case of Committed Loans made pursuant to Section 2.1, a Change the adoption of Law any applicable law, rule or regulation, or any change in any applicable 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 compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) made at the Closing Date of any Authority:
(i) such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve, special deposit or similar requirement reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, System (but excluding with respect to any LIBOR Loan any such requirement included reflected in an applicable Euro-Dollar LIBOR Reserve Percentage) )), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office); or
(ii) or shall impose on any Bank (or its Applicable Lending Office) or on the London interbank market any other condition materially more burdensome in nature, extent or consequence than those in existence as of the Closing Date affecting its Euro-Dollar such Bank's LIBOR Loans, its Notes Note, or its obligation to make Euro-Dollar LIBOR Loans; , and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any LIBOR Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Notes Note with respect theretoto such LIBOR Loans, by an amount deemed by such Bank to be material, then, within 15 fifteen (15) days after demand by such Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Bank such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the LIBOR Loans made by such Bank hereunder) as will compensate such Bank for such increased cost or reduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstances.
(b) If any Bank shall have reasonably 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) made after the Closing Date 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 Bank (or its Parent) as a consequence of such Bank's obligations hereunder to a level below that which such Bank (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 reasonably deemed by such Bank to be material, then from time to time, within fifteen (15) days after demand by such Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction.
(b) If any Bank reasonably shall have determined that after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof, or compliance by any Bank (or its Lending OfficeParent) with any request or directive regarding capital adequacy (whether or not having for such reduction to the force of law) of any Authority, has or would have the effect of reducing the rate of return on such Bank's capital as a consequence of its obligations hereunder to a level below that which extent such Bank could have achieved but for generally imposes such adoption, change or compliance (taking into consideration such Bank's policies with respect to capital adequacy) by an amount deemed by additional amounts on other borrowers of such Bank to be material, then from time to time, within 15 days after demand by such Bank, the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such reductionin similar circumstances.
(c) Each Bank 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 Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Bank, be otherwise disadvantageous to such Bank. If such Bank shall fail to notify Borrower of any such event within ninety (90) days following the end of the month during which such event occurred, then Borrower's liability for any amounts described in this Section incurred by such Bank as a result of such event shall be limited to those attributable to the period occurring subsequent to the ninetieth (90th) day prior to the date upon which such Bank actually notified Borrower of the occurrence of such event. A certificate of any Bank claiming compensation under this Section and setting forth a reasonably detailed calculation of the additional amount or amounts to be paid to it hereunder shall be conclusive, provided it has a reasonable basis for claiming compensation, conclusive in the absence of manifest demonstrable error. In determining such amount, such Bank may use any reasonable averaging and attribution methods.
(d) The provisions of If at any time, any Bank shall be owed amounts pursuant to this Section 8.03 8.3, the Borrower shall be applicable with respect to any Participanthave the right, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee.five
Appears in 1 contract
Increased Cost and Reduced Return. (a) If If, after the date hereof, a Change the adoption of Law any applicable law, rule, or regulation, or any change in any applicable 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 compliance by any Bank Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any Authoritysuch governmental authority, central bank, or comparable agency:
(i) shall subject such Lender (or its Applicable Lending Office) to any tax, duty, or other charge with respect to any Eurodollar Rate Loans, its Note, or its obligation to make Eurodollar Rate Loans, or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under this Agreement or its Note in respect of any Eurodollar Rate Loans (other than taxes imposed on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office);
(ii) shall impose, modify modify, or deem applicable any reserve, special deposit deposit, assessment or similar requirement (including, without limitation, any such requirement imposed by other than the Board of Governors Reserve Requirement utilized in the determination of the Federal Reserve System, but excluding Eurodollar Rate) relating to any such requirement included in an applicable Euro-Dollar Reserve Percentage) against extensions of credit or other assets of, or any deposits with or for the account other liabilities or commitments of, or credit extended by, any Bank such Lender (or its Applicable Lending Office), including the 364 Day Commitment of such Lender hereunder; or
(iiiii) shall impose on any Bank such Lender (or its Applicable Lending Office) or on the London interbank market any other condition affecting its Euro-Dollar Loans, its Notes this Agreement or its obligation to make Euro-Dollar LoansNote or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to such Bank Lender (or its Applicable Lending Office) of making making, Converting into, Continuing, or maintaining any Loan, Loans or to reduce the amount of any sum received or receivable by such Bank Lender (or its Applicable Lending Office) under this Agreement or under its Notes Note with respect theretoto any Eurodollar Rate Loans, by an amount deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Agent), then the Borrower shall pay to such Bank Lender on demand such additional amount or amounts as will compensate such Bank Lender for such increased cost or reduction. If any Lender requests compensation by the Borrower under this Section 4.1(a), the Borrower may, by notice to such Lender (with a copy to -------------- the Administrative Agent), suspend the obligation of such Lender to make or Continue Loans of the Type with respect to which such compensation is requested, or to Convert Loans of any other Type into Loans of such Type, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 shall be applicable); provided that such ----------- -------- suspension shall not affect the right of such Lender to receive the compensation so requested.
(b) If If, after the date hereof, any Bank reasonably Lender shall have determined that after the date hereof the adoption of any applicable law, rule rule, or regulation regarding capital adequacy, adequacy or any change thereintherein or in the interpretation or administration thereof by any governmental authority, central bank, or any change in comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authoritysuch governmental authority, central bank, or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Bank's capital Lender or any corporation controlling such Lender as a consequence of its such Lender's obligations hereunder to a level below that which such Bank Lender or such corporation could have achieved but for such adoption, change change, request, or compliance directive (taking into consideration such Bank's its policies with respect to capital adequacy) by an amount deemed by such Bank to be material), then from time to time, within 15 days after time upon demand by such Bank, the Borrower shall pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender for such reduction.
(c) Each Bank will Lender shall 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 Bank Lender to compensation pursuant to this Section 4.1 and ----------- will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such BankLender, be otherwise disadvantageous to such Bankit. A certificate of any Bank Any Lender claiming compensation under this Section 4.1 shall furnish to the ----------- Borrower and the Administrative Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive, provided it has a reasonable basis for claiming compensation, conclusive in the absence of manifest error. In determining such amount, such Bank Lender may use any reasonable averaging and attribution methods.
(d) The provisions of this Section 8.03 shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee.
Appears in 1 contract
Increased Cost and Reduced Return. (a) If If, on or after the date hereof, a Change the adoption or phase in of Law any applicable law, rule or regulation, or any change in any applicable law, rule, directive, guideline, decision, or regulation, or any change in the interpretation, re-interpretation, application, or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) made at the Closing Date of any Authority:
(i) such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve, special deposit or similar requirement reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, System (but excluding with respect to any Euribor Loan any such requirement included reflected in an applicable Euro-Dollar Euribor Reserve Percentage) )), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office); or
(ii) or shall impose on any Bank (or its Applicable Lending Office) or on the London interbank market any other condition materially more burdensome in nature, extent or consequence than those in existence as of the date hereof affecting its Euro-Dollar such Bank’s Euribor Loans, its Notes Note, or its obligation to make Euro-Dollar Euribor Loans; , and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any Euribor Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Notes Note with respect theretoto such Euribor Loans, by an amount deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Bank such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the Euribor Loans made by such Bank hereunder) as will compensate such Bank for such increased cost or reductionreduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstances.
(b) If any Bank reasonably shall have reasonably determined that that, after the date hereof hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change thereinin 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 compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) made after the Closing Date of any Authoritysuch authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Bank's capital Bank (or its Parent) as a consequence of its such Bank’s obligations hereunder to a level below that which such Bank (or its Parent) could have achieved but for such adoption, change change, request or compliance directive (taking into consideration such Bank's its policies with respect to capital adequacy) by an amount reasonably deemed by such Bank to be material, then from time to time, within 15 days after demand by such BankBank (with a copy to the Administrative Agent), the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank (or its Parent) for such reductionreduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstances.
(c) Each Bank 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 Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Bank, be otherwise disadvantageous to such Bank. If such Bank shall fail to notify Borrower of any such event within ninety (90) days following the end of the month during which such event occurred, then Borrower’s liability for any amounts described in this Section incurred by such Bank as a result of such event shall be limited to those attributable to the period occurring subsequent to the ninetieth (90th) day prior to, but excluding, the date upon which such Bank actually notified Borrower of the occurrence of such event. A certificate of any Bank claiming compensation under this Section and setting forth a reasonably detailed calculation of the additional amount or amounts to be paid to it hereunder shall be conclusive, provided it has a reasonable basis for claiming compensation, conclusive in the absence of manifest demonstrable error. In determining such amount, such Bank may use any reasonable averaging and attribution methods.
(d) The provisions of If at any time, any Bank shall be owed amounts pursuant to this Section 8.03 8.3, the Borrower shall have the right, upon five (5) Business Days’ notice to the Administrative Agent to either (x) cause a bank, reasonably acceptable to the Administrative Agent, to offer to purchase the Commitments of such Bank for an amount equal to such Bank’s outstanding Loans, and to become a Bank hereunder, or to obtain the agreement of one or more existing Banks to offer to purchase the Commitments of such Bank for such amount, which offer such Bank is hereby required to accept, or (y) to repay in full all Loans then outstanding of such Bank, together with interest and all other amounts due thereon, upon which event, such Bank’s Commitment shall be applicable with respect deemed to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transfereecanceled pursuant to Section 2.11(c).
Appears in 1 contract
Sources: Credit Agreement (Amb Property Lp)
Increased Cost and Reduced Return. (a) If after the date hereof, a any Change of in Law or compliance by any Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any Authority:
(i) shall impose, modify or deem applicable any reserve, special deposit or similar requirement reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage) with respect to which such Bank is entitled to compensation during the relevant Interest Period under Section 2.15), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office); or
(ii) or shall impose on any Bank (or its Applicable Lending Office) or on the London interbank market any other condition affecting its Euro-Dollar Loans, its Notes Note or its obligation to make Euro-Dollar Loans; Loans and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Notes Note with respect thereto, by an amount deemed by such Bank to be material, then, within 15 fifteen (15) days after demand by such Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction.
(b) If any Bank reasonably shall have reasonably determined that after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change Change in the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, Law has or would have the effect of reducing the rate of return on capital of such Bank's capital Bank (or its Parent) as a consequence of its such Bank’s obligations hereunder to a level below that which such Bank (or its Parent) could have achieved but for such adoption, change change, request or compliance directive (taking into consideration such Bank's its policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time, within 15 fifteen (15) days after demand by such BankBank (with a copy to the Administrative Agent), the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank (or its Parent) for such reduction.
(c) Each Bank will promptly notify the Borrower and the Administrative Agent of any event Change in Law of which it has knowledge, occurring after the date hereof, knowledge which will entitle such Bank to compensation pursuant to this Section and will designate a different Applicable 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 Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive, provided it has a reasonable basis for claiming compensation, conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods.
(d) The provisions of this Section 8.03 shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee.
Appears in 1 contract
Increased Cost and Reduced Return. (a) If after the date hereof, a any Change of in Law or compliance by any Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any Authority:
(i) shall impose, modify or deem applicable any reserve, special deposit or similar requirement reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage) with respect to which such Bank is entitled to compensation during the relevant Interest Period under Section 2.15), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office); or
(ii) or shall impose on any Bank (or its Applicable Lending Office) or on the London interbank market any other condition affecting its Euro-Dollar Loans, its Notes Note(s) or its obligation to make Euro-Dollar Loans; Loans and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Notes Note(s) with respect thereto, by an amount deemed by such Bank to be material, then, within 15 fifteen (15) days after demand by such Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction.
(b) If any Bank reasonably shall have reasonably determined that after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change Change in the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, Law has or would have the effect of reducing the rate of return on capital of such Bank's capital Bank (or its Parent) as a consequence of its such Bank’s obligations hereunder to a level below that which such Bank (or its Parent) could have achieved but for such adoption, change change, request or compliance directive (taking into consideration such Bank's its policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time, within 15 fifteen (15) days after demand by such BankBank (with a copy to the Administrative Agent), the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank (or its Parent) for such reduction.
(c) Each Bank will promptly notify the Borrower and the Administrative Agent of any event Change in Law of which it has knowledge, occurring after the date hereof, knowledge which will entitle such Bank to compensation pursuant to this Section and will designate a different Applicable 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 Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive, provided it has a reasonable basis for claiming compensation, conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods.
(d) The provisions of this Section 8.03 shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee.
Appears in 1 contract
Increased Cost and Reduced Return. (a) If If, on or after the date hereof, a Change the adoption of Law any applicable law, rule or regulation, or any change in any applicable 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 compliance by any Bank Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any Authority:
(i) such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve, special deposit or similar requirement reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve SystemBoard, but excluding any such special deposit, insurance assessment or similar requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Bank Lender (or its Applicable Lending Office); or
(ii) or shall impose on any Bank Lender (or its Applicable Lending Office) or on the London interbank market any other condition affecting its Euro-Dollar Eurodollar Rate Loans, its Notes evidencing Eurodollar Rate Loans, or its obligation to make Euro-Dollar Eurodollar Rate Loans; , and the result of any of the foregoing is to increase the cost to such Bank Lender (or its Applicable Lending Office) of making or maintaining any Loan, or to reduce the amount of any sum received or receivable by such Bank Lender (or its Applicable Lending Office) under this Agreement or under its Notes with respect theretothereto (other than any increased costs on account of (x) Taxes imposed on or with respect to a payment hereunder, by an amount deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to y) Taxes described in clauses (ii) through (iv) of the Agentdefinition of “Excluded Taxes” and (z) Connection Income Taxes), the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank Lender for such increased cost or reductionreduction shall constitute “Increased Costs” payable by the Borrower pursuant to Sections 9.1(a) and 6.4; provided that such amounts shall be no greater than that which such Lender is generally charging other borrowers similarly situated to Borrower.
(b) If any Bank reasonably Lender shall have determined that that, after the date hereof hereof, the adoption of any applicable law, rule or regulation regarding liquidity or capital adequacy, or any change thereinin 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 compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authoritysuch authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Bank's capital Lender as a consequence of its such Lender’s obligations hereunder to a level below that which such Bank Lender could have achieved but for such adoption, change change, request or compliance directive (taking into consideration such Bank's its policies with respect to capital adequacy) by an amount deemed by such Bank Lender to be material, then from time to timethen, within 15 days after upon demand (which demand shall set forth in reasonable detail the basis for such demand for compensation) by such BankLender (with a copy to the Administrative Agent, the Borrower shall pay to such Bank Collateral Agent and S&P), such additional amount or amounts as will compensate such Bank Lender for such reductionreduction (to the extent funds are available therefor in accordance with the Priority of Payments) shall constitute “Increased Costs” payable by the Borrower pursuant to Sections 9.1(a) and 6.4.
(c) Each Bank Lender will promptly notify the Borrower Borrower, the Collateral Agent and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank Lender to compensation pursuant to this Section 11.3 and will designate a different Applicable 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 Bank, not be otherwise disadvantageous to such BankLender. A certificate of any Bank Lender claiming compensation under this Section 11.3 and setting forth in reasonable detail a calculation of the additional amount or amounts to be paid to it hereunder shall be conclusive, provided it has a reasonable basis delivered in connection with any request for claiming compensation, compensation and shall be conclusive in the absence of manifest error. In determining such amount, such Bank Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation under this Section 11.3 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section 11.3 for any increased costs or reductions incurred more than six months prior to the date on which the applicable Lender notifies the Borrower; provided that if the event giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof.
(d) The provisions Notwithstanding anything to the contrary contained herein, all requests, rules, guidelines, requirements and directives promulgated (i) by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority), the Committee of European Banking Supervisors or the United States or foreign regulatory authorities, in each case, pursuant to Basel III or similar capital requirements directive existing on the Closing Date impacting European banks and other regulated financial institutions, (ii) pursuant to the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and (iii) in connection with the Retention Requirement Laws shall, in each case, be deemed to be a change or adoption of any law, rule or regulation for purposes of this Section 8.03 11.3, regardless of the date enacted, adopted, issued or implemented; provided, however, that the Borrower shall not be applicable responsible for any increased costs relating to the Retention Requirement Laws so long as the Retention Provider is in compliance with respect the requirements set forth in the Retention Letter.
(e) Notwithstanding anything to the contrary in this Section 11.3, the Borrower shall not be required to pay amounts to any ParticipantLender under this Section 11.3 to the extent such amounts would be duplicative of amounts payable by the Borrower under Section 11.4. To the extent the Borrower is required to pay any Lender additional amounts or indemnify any Lender in respect of Taxes or Other Taxes pursuant to Section 11.4, Assignee the provisions of Section 11.4 shall control.
(f) For the avoidance of doubt, the Borrower shall not be obligated to pay additional amounts to a Lender pursuant to clauses (a) or other Transferee, and (b) of this Section 11.3 to the extent any calculations required such additional amounts are attributable to a failure by such provisions shall be made based upon a Lender to comply with its obligations under the circumstances of such Participant, Assignee or other TransfereeRetention Requirement Laws that are within its control.
Appears in 1 contract
Increased Cost and Reduced Return. (a) If If, on or after the date hereof, a Change the adoption of Law any applicable law, rule or regulation, or any change in any applicable 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 compliance by any Bank Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any Authority:
(i) such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve, special deposit or similar requirement reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve SystemBoard), but excluding any such special deposit, insurance assessment or similar requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Bank Lender (or its Applicable Lending Office); or
(ii) or shall impose on any Bank Lender (or its Applicable Lending Office) or on the London interbank market any other condition affecting its Euro-Dollar SOFR Loans, its Loan Notes evidencing SOFR Loans, or its obligation to make Euro-Dollar fund SOFR Loans; , and the result of any of the foregoing is to increase the cost to such Bank Lender (or its Applicable Lending Office) of making or maintaining any Loan, or to reduce the amount of any sum received or receivable by such Bank Lender (or its Applicable Lending Office) under this Agreement or under its Loan Notes with respect thereto, by an amount deemed by such Bank to be material, then, within 15 days after demand by such Bank thereto (with a copy to other than any increased costs on account of (x) Indemnified Taxes or (y) Taxes described in the Agentdefinition of "Excluded Taxes"), the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank Lender for such increased cost or reductionreduction shall constitute "Increased Costs" payable by the Borrower pursuant to Sections 9.1(a) and 6.4; provided that such amounts shall be no greater than that which such Lender is generally charging other borrowers similarly situated to Borrower.
(b) If any Bank reasonably Lender shall have determined that that, after the date hereof hereof, the adoption of any applicable law, rule or regulation regarding liquidity or capital adequacy, or any change thereinin 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 compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authoritysuch authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Bank's capital Lender as a consequence of its such Lender's obligations hereunder to a level below that which such Bank Lender could have achieved but for such adoption, change change, request or compliance directive (taking into consideration such Bank's its policies with respect to capital adequacy) by an amount deemed by such Bank Lender to be material, then from time to timethen, within 15 days after upon demand (which demand shall set forth in reasonable detail the basis for such demand for compensation) by such BankLender (with a copy to the Administrative Agent, the Borrower shall pay to such Bank Collateral Agent and S&P), such additional amount or amounts as will compensate such Bank Lender for such reductionreduction (to the extent funds are available therefor in accordance with the Priority of Payments) shall constitute "Increased Costs" payable by the Borrower pursuant to Sections 9.1(a) and 6.4.
(c) Each Bank Lender will promptly notify the Borrower Borrower, the Collateral Agent and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank Lender to compensation pursuant to this Section 11.3 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will notnot be, in the sole judgment of such BankLender, be otherwise disadvantageous to such BankLender. A certificate of any Bank Lender claiming compensation under this Section 11.3 and setting forth in reasonable detail a calculation of the additional amount or amounts to be paid to it hereunder shall be conclusive, provided it has a reasonable basis delivered in connection with any request for claiming compensation, compensation and shall be conclusive in the absence of manifest error. In determining such amount, such Bank Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation under this Section 11.3 shall not constitute a waiver of such Lender's right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section 11.3 for any increased costs or reductions incurred more than six months prior to the date on which the applicable Lender notifies the Borrower; provided further that if the event giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof.
(d) The provisions Notwithstanding anything to the contrary contained herein, all requests, rules, guidelines, requirements and directives promulgated (x) by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority), the Committee of European Banking Supervisors or the United States or foreign regulatory authorities, in each case, pursuant to Basel III or similar capital requirements directive existing on the Closing Date impacting European banks and other regulated financial institutions and (y) pursuant to the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act shall, in each case, be deemed to be a change or adoption of any law, rule or regulation for purposes of this Section 8.03 11.3, regardless of the date enacted, adopted, issued or implemented.
(e) Notwithstanding anything to the contrary in this Section 11.3, the Borrower shall not be applicable with respect required to pay amounts to any ParticipantLender under this Section 11.3 to the extent such amounts would be duplicative of amounts payable by the Borrower under Section 11.4. To the extent the Borrower is required to pay any Lender additional amounts or indemnify any Lender in respect of Taxes or Other Taxes pursuant to Section 11.4, Assignee the provisions of Section 11.4 shall control.
(f) For the avoidance of doubt, the Borrower shall not be obligated to pay additional amounts to a Lender pursuant to clauses (a) or other Transferee, and (b) of this Section 11.3 to the extent any calculations required such additional amounts are attributable to a failure by such provisions shall be made based upon an EU Affected Lender to comply with its obligations under the circumstances of such Participant, Assignee or other TransfereeEU Securitisation Regulation that are within its control.
Appears in 1 contract
Increased Cost and Reduced Return. (a) If If, after the date hereof, a Change the adoption of Law any applicable law, rule, or regulation, or any change in any applicable 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 compliance by any Bank Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank, or comparable agency:
(i) shall subject such Lender (or its Applicable Lending Office) to any tax, duty, or other charge with respect to any Eurodollar Loans, its Note, or its obligation to make Eurodollar Loans, or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under this Agreement or its Note in respect of any Eurodollar Loans (other than taxes imposed on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office);
(ii) shall impose, modify modify, or deem applicable any reserve, special deposit deposit, assessment, or similar requirement (including, without limitation, any such requirement imposed by other than the Board of Governors Reserve Requirement utilized in the determination of the Federal Reserve System, but excluding Adjusted Eurodollar Rate) relating to any such requirement included in an applicable Euro-Dollar Reserve Percentage) against extensions of credit or other assets of, or any deposits with or for the account other liabilities or commitments of, or credit extended by, any Bank such Lender (or its Applicable Lending Office), including the Revolving Credit Commitment of such Lender hereunder; or
(iiiii) shall impose on any Bank such Lender (or its Applicable Lending Office) or on the London interbank market any other condition affecting its Euro-Dollar Loans, its Notes this Agreement or its obligation to make Euro-Dollar LoansNote or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to such Bank Lender (or its Applicable Lending Office) of making making, Converting into, Continuing, or maintaining any Loan, Eurodollar Loans or to reduce the amount of any sum received or receivable by such Bank Lender (or its Applicable Lending Office) under this Agreement or under its Notes Note with respect theretoto any Eurodollar Loans, then the Borrower shall pay to such Lender on demand such amount or amounts as will compensate such Lender for such increased cost or reduction. If any Lender requests compensation by the Borrower under this Section 4.01(a), the Borrower may, by an amount deemed by notice to such Bank to be material, then, within 15 days after demand by such Bank Lender --------------- (with a copy to the Agent), suspend the Borrower shall pay obligation of such Lender to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Loans of such Type, until the event or condition giving rise to such Bank request ceases to be in effect (in which case the provisions of Section 4.04 shall be applicable); ------------ provided that such additional amount or amounts as will compensate suspension shall not affect the right of such Bank for such increased cost or reductionLender to -------- receive the compensation so requested.
(b) If If, after the date hereof, any Bank reasonably Lender shall have determined that after the date hereof the adoption of any applicable law, rule rule, or regulation regarding capital adequacy, adequacy or any change thereintherein or in the interpretation or administration thereof by any Governmental Authority, central bank, or any change in comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank, or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Bank's capital Lender or any corporation controlling such Lender as a consequence of its such Lender's obligations hereunder to a level below that which such Bank Lender or such corporation could have achieved but for such adoption, change change, request, or compliance directive (taking into consideration such Bank's its policies with respect to capital adequacy) by an amount deemed by such Bank to be material), then from time to time, within 15 days after time upon demand by such Bank, the Borrower shall pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender for such reduction.
(c) Each Bank will Lender shall promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank Lender to compensation pursuant to this Section 4.01 for a period ------------ not greater than 180 days and will designate a different Applicable 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 BankLender, be otherwise disadvantageous to such Bankit. A certificate of any Bank Any Lender claiming compensation under this Section 4.01 ------------ shall furnish to the Borrower and the Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive, provided it has a reasonable basis for claiming compensation, conclusive when made in good faith and in the absence of manifest error. In determining such amount, such Bank Lender may use any reasonable averaging and attribution methods.
(d) The provisions of . Any claim for compensation under this Section 8.03 4.01 shall ------------ be made by the applicable Lender within 180 days after the date on which the officer of such Lender who has responsibility for compliance with respect the obligations under this Agreement knows or has reason to know of such Lender's right to any Participantcompensation under this Section 4.01 or, Assignee or other Transfereeif any such Lender fails ------------ to deliver such demand within such 180-day period, such Lender shall only be entitled to compensation under this Section 4.01 from and any calculations required by after the date that is ------------ 180 days prior to the date such provisions shall be made based upon the circumstances of Lender delivers such Participant, Assignee or other Transfereedemand.
Appears in 1 contract
Sources: Credit Agreement (Proffitts Inc)
Increased Cost and Reduced Return. (a) If If, after the date hereof, a Change the adoption of Law any applicable Law, rule, or regulation, or any change in any applicable 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 compliance by any Bank (or its Applicable Lending Office) with any request or directive adopted after the date hereof (whether or not having the force of lawLaw) of any such Governmental Authority, central bank, or comparable agency:
(i) shall subject such Bank (or its Applicable Lending Office) to any Tax, duty, or other charge with respect to any Eurodollar Advances, its Note, or its obligation to make Eurodollar Advances, or change the basis of taxation of any amounts payable to such Bank (or its Applicable Lending Office) under this Agreement or its Note in respect of any Eurodollar Advances (other than Taxes imposed on the overall net income of such Bank by the jurisdiction in which such Bank has its principal office or such Applicable Lending Office);
(ii) shall impose, modify modify, or deem applicable any reserve, special deposit deposit, assessment, or similar requirement (including, without limitation, any such requirement imposed by other than the Board of Governors Reserve Requirement utilized in the determination of the Federal Reserve System, but excluding Adjusted Eurodollar Rate) relating to any such requirement included in an applicable Euro-Dollar Reserve Percentage) against extensions of credit or other assets of, or any deposits with or for the account other liabilities or commitments of, or credit extended by, any such Bank (or its Applicable Lending Office), including the Commitment of such Bank hereunder; or
(iiiii) shall impose on any such Bank (or its Applicable Lending Office) or on the London interbank market any other condition affecting its Euro-Dollar Loans, its Notes this Agreement or its obligation to make Euro-Dollar LoansNote or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making making, Converting into, Continuing, or maintaining any Loan, Eurodollar Advances or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Notes Note with respect theretoto any Eurodollar Advances, by an amount deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Agent), the then Borrower shall pay to such Bank on demand such additional amount or amounts as will compensate such Bank for such increased cost or reduction. If any Bank requests compensation by Borrower under this Section 5.1(a), Borrower may, by notice to -------------- such Bank (with a copy to Agent), suspend the obligation of such Bank to make or Continue Advances of the Type with respect to which such compensation is requested, or to Convert Advances of any other Type into Advances of such Type, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 5.4 shall be applicable); provided that ----------- -------- such suspension shall not affect the right of such Bank to receive the compensation so requested.
(b) If If, after the date hereof, any Bank reasonably shall have determined that after the date hereof the adoption of any applicable lawLaw, rule rule, or regulation regarding capital adequacy, adequacy or any change thereintherein or in the interpretation or administration thereof by any Governmental Authority, central bank, or any change in comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive adopted after the date hereof regarding capital adequacy (whether or not having the force of lawLaw) of any such Governmental Authority, central bank, or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Bank's capital Bank or any corporation controlling such Bank as a consequence of its such Bank's obligations hereunder to a level below that which such Bank or such corporation could have achieved but for such adoption, change change, request, or compliance directive (taking into consideration such Bank's its policies with respect to capital adequacy) by an amount deemed by such Bank to be material), then from time to time, within 15 days after time upon demand by such Bank, the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such reduction.
(c) Each Bank will shall promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section 5.1 and will designate a different ----------- Applicable 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 Bank, be otherwise disadvantageous to such Bankit. A certificate of any Any Bank claiming compensation under this Section 5.1 shall furnish to Borrower and Agent a statement setting forth the ----------- additional amount or amounts to be paid to it hereunder which shall be conclusive, provided it has a reasonable basis for claiming compensation, conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods.
(d) The provisions of this Section 8.03 shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee.
Appears in 1 contract
Sources: Credit Agreement (Wiser Oil Co)
Increased Cost and Reduced Return. (a) If on or after the date hereof, a Change in the case of Law any Term Benchmark Loan or Letter of Credit or any obligation to make Term Benchmark Loans or issue or participate in Letters of Credit, the adoption of any applicable law, rule or regulation, or any change therein, 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 compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any Authority:
(i) such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve, compulsory loan, special deposit deposit, insurance assessment or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any such reserve requirement included reflected in an applicable Euro-Dollar Reserve Percentagethe Adjusted Term SOFR Rate) against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office); or
(ii) or shall impose on any Bank (or its Applicable Lending Office) or on the London interbank market any other condition condition, cost or expense (other than taxes) affecting its Euro-Dollar LoansTerm Benchmark Loans or the Letters of Credit, its Notes Note evidencing Term Benchmark Loans or its obligation to make Euro-Dollar Loans; Term Benchmark Loans or its obligations hereunder in respect to Letters of Credit and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making making, continuing, converting to or maintaining any LoanTerm Benchmark Loan or Letter of Credit, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Notes Note with respect thereto, by an amount deemed by such Bank to be material, then, within 15 30 days after demand by such Bank (with a copy to the Servicing Agent), the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction; provided that the Borrower shall not be required to compensate a Bank pursuant to this Section 8.03(a) for any increased costs or reductions incurred more than 180 days prior to the date that such Bank notifies the Borrower and the Servicing Agent of the event described in this Section 8.03(a) that gives rise to such increased cost or reduction and of such Bank’s intention to claim compensation therefor, and provided further that if the event giving rise to such increased cost or reduction is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.
(b) If any Bank reasonably shall have determined that that, after the date hereof hereof, the adoption of any applicable law, rule or regulation regarding capital adequacyadequacy or liquidity requirements, or any change therein, 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 compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) of any Authoritysuch authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Bank's capital Bank (or its Parent) as a consequence of its such Bank’s obligations hereunder to a level below that which such Bank (or its Parent) could have achieved but for such adoption, change change, request or compliance directive (taking into consideration such Bank's its policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time, within 15 30 days after demand by such BankBank (with a copy to the Servicing Agent), the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank (or its Parent) for such reduction; provided that the Borrower shall not be required to compensate a Bank pursuant to this Section 8.03(b) for any reductions incurred more than 180 days prior to the date that such Bank so notifies the Borrower and the Servicing Agent of the event described in this Section 8.03(b) that gives rise to such reduction and of such Bank’s intention to claim compensation therefor, and provided further that if the event giving rise to such increased cost or reduction is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.
(c) Each Bank will promptly notify the Borrower and the Servicing Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section and will designate a different Applicable 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 Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive, provided it has a reasonable basis for claiming compensation, conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. Any Bank’s claim for compensation under this Section 8.03 shall certify that the claim for additional amounts referred to therein is generally consistent with such Bank’s treatment of similarly situated customers of such Bank whose transactions with such Bank are similarly affected by the change in circumstances giving rise to such payment, but such Bank shall not be required to disclose any confidential or proprietary information therein.
(d) The provisions For the avoidance of doubt, this Section 8.03 shall be applicable apply to all rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with respect the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States financial regulatory authorities, in each case pursuant to any ParticipantBasel III, Assignee regardless of the date adopted, issued, promulgated or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transfereeimplemented.
Appears in 1 contract
Sources: Credit Agreement (Clorox Co /De/)
Increased Cost and Reduced Return. (a) If on or after the date hereof, a Change the adoption of Law any applicable law, rule or regulation, or any change in any applicable 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 compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any Authority:
(i) such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve, special deposit or similar requirement reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any LIBOR Loan or EURIBOR Loan, any such requirement included in an applicable Euro-Dollar Reserve Percentage) with respect to which such Bank is entitled to compensation during the relevant Interest Period under Section 2.16), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office); or
(ii) or shall impose on any Bank (or its Applicable Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition affecting its Euro-Dollar LIBOR Loans, its EURIBOR Loans, its Notes or its obligation to make Euro-Dollar Loans; LIBOR Loans or EURIBOR Loans and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any LoanLIBOR Loan or EURIBOR Loans to any Borrower, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Notes with respect thereto, by an amount deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy of such demand to be delivered to the Administrative Agent), the Borrower Company shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction.
(b) If any Bank reasonably shall have determined that that, after the date hereof hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change thereinin 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 compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authoritysuch authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Bank's capital Bank (or its Parent) as a consequence of its such Bank’s obligations hereunder to a level below that which such Bank (or its Parent) could have achieved but for such adoption, change change, request or compliance directive (taking into consideration such Bank's its policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time, within 15 days after demand by such BankBank (with a copy of such demand to be delivered to the Administrative Agent), the Borrower Company shall pay to such Bank such additional amount or amounts as will compensate such Bank (or its Parent) for such reduction.
(c) Each Bank will promptly notify the Borrower Company and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section 8.3 and will designate a different Applicable 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 Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section 8.3 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive, provided it has a reasonable basis for claiming compensation, conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods.
(d) The provisions of this Section 8.03 shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee.
Appears in 1 contract
Increased Cost and Reduced Return. (a) If If, on or after the date hereofOriginal Closing Date, a Change the adoption of Law any applicable law, rule or regulation, or any change in any applicable 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 compliance by any Bank Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any Authority:
(i) such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve, special deposit or similar requirement reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, Board (but excluding with respect to any Loan any such requirement included reflected in an applicable Euro-Dollar Reserve Percentage) )), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank Lender (or its Applicable Lending Office); or
(ii) or shall impose on any Bank Lender (or its Applicable Lending Office) or on the London interbank market any other condition affecting its Euro-Dollar Eurodollar Rate Loans, its Notes evidencing Eurodollar Rate Loans, or its obligation to make Euro-Dollar Eurodollar Rate Loans; , and the result of any of the foregoing is to increase the cost to such Bank Lender (or its Applicable Lending Office) of making or maintaining any Loan, or to reduce the amount of any sum received or receivable by such Bank Lender (or its Applicable Lending Office) under this Agreement or under its Notes with respect theretothereto (including if any such adoption, change or change in interpretation subjects any Lender to taxes that increase such cost to, or reduce such amount received or receivable by, such Lender (other than (i) Taxes, but only to the extent such Taxes are imposed on or with respect to a payment hereunder, and (ii) taxes described in Sections 11.4(a)(I)(i) through (iv)) by an amount deemed by such Bank Lender to be material, then, within 15 days after upon demand (which demand shall set forth in reasonable detail the basis for such demand for compensation) by such Bank Lender (with a copy to the Administrative Agent, the Collateral Agent and DBRS), the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank Lender for such increased cost or reductionreduction shall constitute Increased Costs payable by the Borrower pursuant to Sections 9.1(a) and 6.4; provided that such amounts shall be no greater than that which such Lender is generally charging other borrowers similarly situated to the Borrower.
(b) If any Bank reasonably Lender shall have determined that that, after the date hereof Original Closing Date, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change thereinin 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 compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authoritysuch authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Bank's capital Lender as a consequence of its such Lender's obligations hereunder to a level below that which such Bank Lender could have achieved but for such adoption, change change, request or compliance directive (taking into consideration such Bank's its policies with respect to capital adequacy) by an amount deemed by such Bank Lender to be material, then from time to timethen, within 15 days after upon demand (which demand shall set forth in reasonable detail the basis for such demand for compensation) by such BankLender (with a copy to the Administrative Agent, the Borrower shall pay to such Bank Collateral Agent and DBRS), such additional amount or amounts as will compensate such Bank Lender for such reductionreduction (to the extent funds are available therefor in accordance with the Priority of Payments) shall constitute Increased Costs payable by the Borrower pursuant to Sections 9.1(a) and 6.4; provided that such amount shall be no greater than that which such Lender is generally charging other borrowers similarly situated to the Borrower.
(c) Each Bank Lender will promptly notify the Borrower Borrower, the Collateral Agent, DBRS and the Administrative Agent of any event of which it has knowledge, occurring after the date hereofOriginal Closing Date, which will entitle such Bank Lender to compensation pursuant to this Section 11.3 and will designate a different Applicable 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 Bank, not be otherwise disadvantageous to such BankLender. A certificate of any Bank Lender claiming compensation under this Section 11.3 and setting forth in reasonable detail a calculation of the additional amount or amounts to be paid to it hereunder shall be conclusive, provided it has a reasonable basis for claiming compensation, conclusive in the absence of manifest error. In determining such amount, such Bank Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation under this Section 11.3 shall not constitute a waiver of such Lender's right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section 11.3 for any increased costs or reductions incurred more than six months prior to the earlier of (x) the date on which the applicable Lender has actual knowledge of the event giving rise to such increased costs or reductions and (y) the date on which the applicable Lender should, in the exercise of reasonable care, have knowledge of the event giving rise to such increased costs or reductions; provided that, if the event giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof.
(d) The Notwithstanding anything to the contrary contained herein, (i) no Lender shall demand compensation for any increased cost, reduction or capital referred to above in Section 11.3(a) or (b) if it shall not at the time be the general policy and practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements from similarly situated borrowers and (ii) all requests, rules, guidelines, requirements and directives promulgated (x) by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority), the Committee of European Banking Supervisors or the United States or foreign regulatory authorities, in each case, pursuant to Basel III or similar capital requirements directive existing on the Original Closing Date impacting European banks and other regulated financial institutions, including, without limitation, any publications addressing the liquidity coverage ratio or the supplementary leverage ratio, and (y) pursuant to the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, shall, in each case, be deemed to be a change or adoption of any law, rule or regulation for purposes of this Section 8.03 shall be applicable with respect 11.3, regardless of the date enacted, adopted, issued or implemented.
(e) If the Borrower is required to pay additional amounts to any ParticipantLender under this Section 11.3, Assignee then the Borrower may, at its own expense and in its sole discretion, require such Lender to transfer or assign, in whole, without recourse (in accordance with Section 11.5) all of its interests, rights and obligations under this Agreement and the Notes to an assignee (it being understood that such Lender shall have no obligation to search for, seek, designate or otherwise try to find, such assignee) which shall assume such obligations (and which may be another Lender, if such other TransfereeLender accepts such assignment).
(f) Notwithstanding anything to the contrary in this Section 11.3, and the Borrower shall not be required to pay amounts to any calculations required Lender under this Section 11.3 to the extent such amounts would be duplicative of amounts payable by such provisions shall be made based upon the circumstances of such Participant, Assignee or other TransfereeBorrower under Section 11.
Appears in 1 contract
Sources: Credit Agreement (Fifth Street Senior Floating Rate Corp.)
Increased Cost and Reduced Return. (a) If If, on or after the date hereof, a Change the adoption of Law or any change in any applicable 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 compliance by any Bank Lender (or its applicable Lending Office) ), with any request or directive (whether or not having the force of law) of any Authority:such authority, central bank or comparable agency exercising control over banks or financial institutions generally issued after the date hereof (or, if later, after the date the Administrative Agent or such Lender becomes the Administrative Agent or a Lender):
(i) subjects any Lender (or its applicable Lending Office) to any tax, duty or other charge related to any Eurodollar Loan or its obligation to advance or maintain Eurodollar Loans, or shall imposechange the basis of taxation of payments to any Lender (or its applicable Lending Office) of the principal of or interest on its Eurodollar Loans or any participations in any thereof, modify or deem any other amounts due under this Agreement or any other Credit Document related to its Eurodollar Loans or participations therein, or its obligation to make Eurodollar Loans or acquire participations therein (except for changes with respect to taxes that are not Indemnified Taxes pursuant to Section 3.3); or
(ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding for any Eurodollar Loan any such requirement included in an applicable Euro-Dollar Statutory Reserve PercentageRate) against assets of, deposits with or for the account of, or credit extended by, any Bank Lender (or its applicable Lending Office); or
(ii) shall impose or imposes on any Bank Lender (or its Lending Office) or on the London interbank market any other condition affecting its Euro-Dollar LoansEurodollar Loans or its participation in any thereof, its Notes or its obligation to make Euro-Dollar Loansadvance or maintain Eurodollar Loans or participate in any thereof; and the result of any of the foregoing is to increase the cost to such Bank Lender (or its applicable Lending Office) of making advancing or maintaining any Eurodollar Loan, or to reduce the amount of any sum received or receivable by such Bank Lender (or its applicable Lending Office) in connection therewith under this Agreement or under its Notes with respect theretoany other Credit Document, by an amount deemed by such Bank Lender to be material, then, subject to Section 8.3(c), from time to time, within 15 thirty (30) days after demand by receipt of a certificate from such Bank Lender (with a copy to the Administrative Agent)) pursuant to subsection (c) below setting forth in reasonable detail such determination and the basis thereof, the Borrower shall be obligated to pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender for such increased cost or reduction.
(b) If If, after the date hereof, the Administrative Agent or any Bank reasonably Lender shall have reasonably determined that the adoption after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change thereintherein (including, without limitation, any revision in the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 CFR Part 208, Appendix A; ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) or of the Office of the Comptroller of the Currency (12 CFR Part 3, Appendix A), or in any other applicable capital adequacy rules heretofore adopted and issued by any governmental authority), or any change after the date hereof in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Administrative Agent or any Bank Lender (or its applicable Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authoritysuch authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Bank's Lender’s capital, or on the capital of any corporation controlling such Lender, as a consequence of its obligations hereunder to a level below that which such Bank Lender could have achieved but for such adoption, change or compliance (taking into consideration such Bank's Lender’s or its controlling corporation’s policies with respect to capital adequacyadequacy in effect immediately before such adoption, change or compliance) by an amount reasonably deemed by such Bank Lender to be material, then then, subject to Section 8.3(c), from time to time, within 15 thirty (30) days after demand by its receipt of a certificate from such BankLender (with a copy to the Administrative Agent) pursuant to subsection (c) below setting forth in reasonable detail such determination and the basis thereof, the Borrower shall pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender for such reductionreduction or the Borrower may prepay all Eurodollar Loans of such Lender.
(c) Each Bank will promptly notify The Administrative Agent and each Lender that determines to seek compensation or additional interest under this Section 8.3 or Section 2.11 shall give written notice to the Borrower and and, in the case of a Lender other than the Administrative Agent, the Administrative Agent of the circumstances that entitle the Administrative Agent or such Lender to such compensation no later than ninety (90) days after the Administrative Agent or such Lender receives actual notice or obtains actual knowledge of the law, rule, order or interpretation or occurrence of another event giving rise to a claim hereunder. In any event of which it the Borrower shall not have any obligation to pay any amount with respect to claims accruing prior to the ninetieth day preceding such written demand, except if the law, rule, order or interpretation giving rise to such request for compensation has knowledgeretroactive effect, occurring after the date hereof, which will entitle such Bank ninety (90) day period shall be extended to compensation pursuant include such retroactive period. The Administrative Agent and each Lender shall use reasonable efforts to this Section and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation compensation, additional interest, and any payment under Section 3.3, including, without limitation, the designation of a different Lending Office, if such action or designation will not, in the sole judgment of the Administrative Agent or such BankLender made in good faith, be otherwise disadvantageous to such Bankit; provided that the foregoing shall not in any way affect the rights of any Lender or the obligations of the Borrower under this Section 8.3 or Section 2.11, and provided further that no Lender shall be obligated to make its Eurodollar Loans hereunder at any office located in the United States of America. A certificate of the Administrative Agent or any Bank Lender, as applicable, claiming compensation or additional interest under this Section 8.3 or Section 2.11, and setting forth the additional amount or amounts to be paid to it hereunder and accompanied by a statement prepared by the Administrative Agent or such Lender describing in reasonable detail the calculations thereof shall be conclusive, provided it has a reasonable basis for claiming compensation, in prima facie evidence of the absence of manifest errorcorrectness thereof. In determining such amount, such Bank Lender may use any reasonable averaging and attribution methods.
(d) The provisions of this Section 8.03 shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee.
Appears in 1 contract
Sources: 364 Day Revolving Credit Agreement (Transocean Inc)
Increased Cost and Reduced Return. (ai) If at any time after the date hereof, a Change and from time to time, the adoption of Law any applicable law, rule or regulation, or any change in any applicable 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 compliance by any Bank (or its Lending Office) Lender with any request or directive (whether or not having the force of law) of any Authority:
(i) such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve, special deposit deposit, insurance assessment or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, System but excluding any such requirement included in an applicable Euro-Dollar Eurodollar Reserve PercentageRequirement) against assets of, deposits with or for the account of, or credit extended by, any Bank (Lender or its Lending Office); or
(ii) shall impose on any Bank (Lender or its Lending Office) or on the London interbank market any other condition affecting its Euro-Dollar Loanswhich would have the effect of (aa) increasing any Lender's costs relating to the obligations evidenced by the Loan Documents, its Notes or its obligation (bb) reducing the yield or rate of return of such Lender on the obligations incurred under the Loan Documents to make Euro-Dollar Loans; and a level below that which such Lender could have achieved but for the result adoption or modification of any of the foregoing is to increase the cost to such Bank (or its Lending Office) of making or maintaining any Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Lending Office) under this Agreement or under its Notes with respect thereto, requirements by an amount deemed by such Bank Lender to be materialmaterial in its sole but reasonable discretion, then, within 15 fifteen (15) days after demand by such Bank (with a copy to the Agent)Lender, the Borrower shall pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender for such increased cost or reduction; provided that the Lender shall not be entitled to compensation under this section for any such increased cost or reduction that is the result of the withholding or payment of any taxes.
(bii) If any Bank reasonably Lender shall have determined that determined, in its sole but reasonable discretion, that, on or after the date hereof hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change thereinin 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 compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authoritysuch authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Bank's capital Lender (or its parent) as a consequence of its such Lender's obligations hereunder to a level below that which such Bank Lender (or its parent) could have achieved but for such adoption, change change, request or compliance directive (taking into consideration such Bank's its policies with respect to capital adequacy) by an amount deemed by such Bank Lender to be materialmaterial in its sole but reasonable discretion, then from time to time, within 15 fifteen (15) days after demand by such BankLender, the Borrower shall pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender (or its parent) for such reduction.
(ciii) Each Bank Lender will promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank Lender to compensation pursuant to this Section section and will designate a different Lending Office applicable 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 BankLender, be otherwise disadvantageous to such BankLender. A certificate of any Bank such Lender claiming compensation under this Section section and setting forth the additional amount or amounts to be paid to it hereunder and the reasons therefor shall be conclusive, provided it has a reasonable basis for claiming compensation, conclusive in the absence of manifest error. In determining such amount, such Bank Lender may use any reasonable averaging and attribution methods.
(d) The provisions of this Section 8.03 shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee.
Appears in 1 contract
Sources: Loan Agreement (Ascent Energy Inc)
Increased Cost and Reduced Return. (a) If If, after the date hereof, a Change the adoption of Law any applicable law, rule, or regulation, or any change in any applicable 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 compliance by any Bank the Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any Authoritysuch governmental authority, central bank, or comparable agency:
(i) shall subject the Lender (or its Applicable Lending Office) to any tax, duty, or other charge with respect to any Eurodollar Rate Loans, the Note, or its obligation to make Eurodollar Rate Loans, or change the basis of taxation of any amounts payable to the Lender (or its Applicable Lending Office) under this Agreement or the Note in respect of any Eurodollar Rate Loans (other than taxes imposed on the overall net income of the Lender by the jurisdiction in which the Lender has its principal office or such Applicable Lending Office);
(ii) shall impose, modify modify, or deem applicable any reserve, special deposit deposit, assessment, or similar requirement (including, without limitation, any such requirement imposed by other than the Board of Governors Reserve Requirement utilized in the determination of the Federal Reserve System, but excluding Eurodollar Rate) relating to any such requirement included in an applicable Euro-Dollar Reserve Percentage) against extensions of credit or other assets of, or any deposits with or for the account other liabilities or commitments of, or credit extended by, any Bank the Lender (or its Applicable Lending Office), including the Revolving Credit Commitment of the Lender hereunder; or
(iiiii) shall impose on any Bank the Lender (or its Applicable Lending Office) or on the London interbank market any other condition affecting its Euro-Dollar Loans, its Notes this Agreement or its obligation to make Euro-Dollar Loansthe Note or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to such Bank the Lender (or its Applicable Lending Office) of making making, Converting into, Continuing, or maintaining any Loan, Loans or to reduce the amount of any sum received or receivable by such Bank the Lender (or its Applicable Lending Office) under this Agreement or under its Notes the Note with respect theretoto any Eurodollar Rate Loans, by an amount deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Agent), then the Borrower shall pay to the Lender on demand such Bank such additional amount or amounts as will compensate such Bank the Lender for such increased cost or reduction. If the Lender requests compensation by the Borrower under this Section 5.1(a), the Borrower may, by notice to the Lender, suspend the obligation of the Lender to make or Continue Loans of the Type with respect to which such compensation is requested, or to Convert Loans of any other Type into Loans of such Type, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 5.4 shall be applicable); provided that such suspension shall not affect the right of the Lender to receive the compensation so requested.
(b) If any Bank reasonably If, after the date hereof, the Lender shall have determined that after the date hereof the adoption of any applicable law, rule rule, or regulation regarding capital adequacy, adequacy or any change thereintherein or in the interpretation or administration thereof by any governmental authority, central bank, or any change in comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authoritysuch governmental authority, central bank, or comparable agency, has or would have the effect of reducing the rate of return on such Bank's the capital of the Lender or any corporation controlling the Lender as a consequence of its the Lender's obligations hereunder to a level below that which the Lender or such Bank corporation could have achieved but for such adoption, change change, request, or compliance directive (taking into consideration such Bank's its policies with respect to capital adequacy) by an amount deemed by such Bank to be material), then from time to time, within 15 days after time upon demand by such Bank, the Borrower shall pay to such Bank the Lender such additional amount or amounts as will compensate such Bank the Lender for such reduction.
(c) Each Bank will The Lender shall promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank the Lender to compensation pursuant to this Section 5.1 and will designate a different Applicable 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 Bankthe Lender, be otherwise disadvantageous to such Bankit. A certificate of any Bank claiming compensation under this Section and The Lender shall furnish to the Borrower a statement setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive, provided it has a reasonable basis for claiming compensation, conclusive in the absence of manifest error. In determining such amount, such Bank the Lender may use any reasonable averaging and attribution methods.
(d) The provisions of this Section 8.03 5.1 shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon continue in effect notwithstanding the circumstances of such Participant, Assignee or other TransfereeFacility Termination Date.
Appears in 1 contract
Increased Cost and Reduced Return. (a) If Except with respect to Taxes (as defined in Section 5.6(a)), as to which the provisions of Section 5.6 shall apply, if, after the date hereof, a Change the adoption of Law any applicable law, rule, or regulation, or any change in any applicable 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 compliance by any Bank Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any Authoritysuch governmental authority, central bank, or comparable agency:
(i) shall subject such Lender (or its Applicable Lending Office) to any tax, duty, or other charge with respect to any Eurodollar Rate Loans, its Note, or its obligation to make Eurodollar Rate Loans, or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under this Agreement or its Note in respect of any Eurodollar Rate Loans (other than taxes of the type described in clauses (i) through (iv) of Section 5.6(a) imposed on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office);
(ii) shall impose, modify modify, or deem applicable any reserve, special deposit deposit, assessment, or similar requirement (including, without limitation, any such requirement imposed by other than the Board of Governors Reserve Requirement utilized in the determination of the Federal Reserve System, but excluding Eurodollar Rate) relating to any such requirement included in an applicable Euro-Dollar Reserve Percentage) against extensions of credit or other assets of, or any deposits with or for the account other liabilities or commitments of, or credit extended by, any Bank such Lender (or its Applicable Lending Office), including the Revolving Credit Commitment and Line of Credit Commitment of such Lender hereunder; or
(iiiii) shall impose on any Bank such Lender (or its Applicable Lending Office) or on the London interbank market any other condition affecting its Euro-Dollar Loans, its Notes this Agreement or its obligation to make Euro-Dollar LoansNote or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to such Bank Lender (or its Applicable Lending Office) of making making, Converting into, Continuing, or maintaining any Loan, Eurodollar Rate Loans or to reduce the amount of any sum received or receivable by such Bank Lender (or its Applicable Lending Office) under this Agreement or under its Notes Note with respect theretoto any Eurodollar Rate Loans, then the Borrower shall pay to such Lender on demand such amount or amounts as will compensate such Lender for such increased cost or reduction. If any Lender requests compensation by the Borrower under this Section 5.1(a), the Borrower may, by an amount deemed by notice to such Bank to be material, then, within 15 days after demand by such Bank Lender (with a copy to the Agent), suspend the Borrower shall pay obligation of such Lender to make or Continue Eurodollar Rate Loans, or to Convert Base Rate Loans into Eurodollar Rate Loans, until the event or condition giving rise to such Bank request ceases to be in effect (in which case the provisions of Section 5.4 shall be applicable); provided that such additional amount or amounts as will compensate suspension shall not affect the right of such Bank for such increased cost or reductionLender to receive the compensation so requested with respect to outstanding Eurodollar Rate Loans.
(b) If If, after the date hereof, any Bank reasonably Lender shall have determined that after the date hereof the adoption of any applicable law, rule rule, or regulation regarding capital adequacy, adequacy or any change thereintherein or in the interpretation or administration thereof by any governmental authority, central bank, or any change in comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authoritysuch governmental authority, central bank, or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Bank's capital Lender or any corporation controlling such Lender as a consequence of its such Lender's obligations hereunder to a level below that which such Bank could Lender or such corporation would have achieved but for such adoption, change change, request, or compliance directive (taking into consideration such Bank's its policies with respect to capital adequacy) by an amount deemed by such Bank to be material), then from time to time, within 15 days after time upon demand by such Bank, the Borrower shall pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender for such reduction.
(c) Each Bank will Lender shall promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank Lender to compensation pursuant to this Section 5.1 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such BankLender, be otherwise disadvantageous to such Bankit. A certificate of any Bank Any Lender claiming compensation under this Section 5.1 shall furnish to the Borrower and the Agent a statement setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive, provided it has a reasonable basis for claiming compensation, in the absence of manifest errorhereunder. In determining such amount, such Bank Lender may use any reasonable averaging and attribution methods.
(d) The provisions of this Section 8.03 shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee.
Appears in 1 contract
Increased Cost and Reduced Return. (a) If on or after (x) the date hereofof this Agreement, in the case of any Fixed Rate Loan which is a Change Syndicated Loan or a Committed Swingline Loan or any obligation to make such Loans or (y) the date of Law the related Competitive Bid Quote or offer, in the case of any Competitive Bid Loan or Uncommitted Swingline Loan, the adoption of any applicable law, rule or regulation, or any change therein, 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 compliance by any Bank Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any Authority:
(i) such authority, central bank or comparable agency imposed after such date shall impose, modify or deem applicable any reserve, special deposit or similar requirement reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any such requirement included in an applicable Euro-Dollar Reserve Percentage) with respect to which such Lender is entitled to compensation during the relevant Interest Period under Section 4.16), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit (including bankers’ acceptances) extended by, any Bank Lender (or its Applicable Lending Office); or
(ii) or shall impose on any Bank Lender (or its Applicable Lending Office) or on the London interbank market or the Canadian Bankers’ Acceptance market any other condition affecting its Euro-Dollar Fixed Rate Loans, its Notes or any Notes, its obligation to make Euro-Dollar Loans; Fixed Rate Loans or its obligations hereunder in respect of Bankers’ Acceptances or Letters of Credit, and the result of any of the foregoing is to increase the cost to such Bank Lender (or its Applicable Lending Office) of making or maintaining any Fixed Rate Loan, or of accepting any Bankers’ Acceptance or of issuing or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by such Bank Lender (or its Applicable Lending Office) under this Agreement or under its any Notes with respect thereto, by an amount deemed by such Bank Lender to be material, then, within 15 days after demand by such Bank Lender (with a copy to the Administrative Agent), the each Borrower shall pay to such Bank Lender its Article 10 Share of such additional amount or amounts as will compensate such Bank Lender for such increased cost or reduction.
(b) If any Bank reasonably Lender shall have determined that after the date hereof of this Agreement the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, 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 compliance by any Bank Lender (or its Applicable Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authoritysuch authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Bank's capital Lender (or its Parent) as a consequence of its such Lender’s obligations hereunder to a level below that which such Bank Lender (or its Parent) could have achieved but for such adoption, change or compliance (taking into consideration such Bank's Lender’s (or its Parent’s) policies with respect to capital adequacy) by an amount deemed by such Bank Lender to be material, then from time to time, within 15 days after demand by such BankLender (with a copy to the applicable Administrative Agent), the each Borrower shall pay to such Bank Lender its Article 10 Share of such additional amount or amounts as will compensate such Bank Lender (or its Parent) for such reduction. The Borrowers shall not be obligated to compensate any Lender pursuant to this subsection (b) for reduced return accruing prior to the date which is 30 days before such Lender requests compensation; provided that if any law, rule or regulation, or interpretation or administration thereof, or any request or directive giving rise to reduced returns has retroactive effect, such Lender shall be entitled to claim compensation hereunder for the period commencing on such date of retroactive effect through the date of adoption or change or promulgation thereof without regard to the foregoing limitation.
(c) Each Bank Lender will promptly notify the Borrower Borrowers and the Administrative Agent of any event of which it has knowledge, occurring after the date hereofof this Agreement, which will entitle such Bank Lender to compensation pursuant to this Section and will designate a different Applicable 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 BankLender, be otherwise disadvantageous to such BankLender. A certificate of any Bank Lender claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive, provided it has a reasonable basis for claiming compensation, conclusive in the absence of manifest error. In determining such amount, such Bank Lender may use any reasonable averaging and attribution methods.
(d) The provisions of this Section 8.03 shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee.
Appears in 1 contract
Sources: Credit Agreement (Aramark Corp/De)
Increased Cost and Reduced Return. (a) If If, on or after the date hereof, a Change the adoption of Law any applicable law, rule or regulation, or any change in any applicable 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 compliance by any Bank Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any Authority:
(i) such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve, special deposit or similar requirement reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve SystemBoard, but excluding any such special deposit, insurance assessment or similar requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Bank Lender (or its Applicable Lending Office); or
(ii) or shall impose on any Bank Lender (or its Applicable Lending Office) or on the London interbank market any other condition affecting its Euro-Dollar Eurodollar Rate Loans, its Notes evidencing Eurodollar Rate Loans, or its obligation to make Euro-Dollar Eurodollar Rate Loans; , and the result of any of the foregoing is to increase the cost to such Bank Lender (or its Applicable Lending Office) of making or maintaining any Loan, or to reduce the amount of any sum received or receivable by such Bank Lender (or its Applicable Lending Office) under this Agreement or under its Notes with respect theretothereto (other than any increased costs on account of (x) Taxes imposed on or with respect to a payment hereunder, by an amount deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to y) Taxes described in clauses (ii) through (iv) of the Agentdefinition of “Excluded Taxes” and (z) Connection Income Taxes), the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank Lender for such increased cost or reductionreduction shall constitute “Increased Costs” payable by the Borrower pursuant to Sections 9.1(a) and 6.4; provided that such amounts shall be no greater than that which such Lender is generally charging other borrowers similarly situated to Borrower.
(b) If any Bank reasonably Lender shall have determined that that, after the date hereof hereof, the adoption of any applicable law, rule or regulation regarding liquidity or capital adequacy, or any change thereinin 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 compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authoritysuch authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Bank's capital Lender as a consequence of its such Lender’s obligations hereunder to a level below that which such Bank Lender could have achieved but for such adoption, change change, request or compliance directive (taking into consideration such Bank's its policies with respect to capital adequacy) by an amount deemed by such Bank Lender to be material, then from time to timethen, within 15 days after upon demand (which demand shall set forth in reasonable detail the basis for such demand for compensation) by such BankLender (with a copy to the Administrative Agent, the Borrower shall pay to such Bank Collateral Agent and S&P), such additional amount or amounts as will compensate such Bank Lender for such reductionreduction (to the extent funds are available therefor in accordance with the Priority of Payments) shall constitute “Increased Costs” payable by the Borrower pursuant to Sections 9.1(a) and 6.4.
(c) Each Bank Lender will promptly notify the Borrower Borrower, the Collateral Agent and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank Lender to compensation pursuant to this Section 11.3 and will designate a different Applicable 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 Bank, not be otherwise disadvantageous to such BankLender. A certificate of any Bank Lender claiming compensation under this Section 11.3 and setting forth in reasonable detail a calculation of the additional amount or amounts to be paid to it hereunder shall be conclusive, provided it has a reasonable basis delivered in connection with any request for claiming compensation, compensation and shall be conclusive in the absence of manifest error. In determining such amount, such Bank Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation under this Section 11.3 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section 11.3 for any increased costs or reductions incurred more than six months prior to the date on which the applicable Lender notifies the Borrower; provided that if the event giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof.
(d) The provisions Notwithstanding anything to the contrary contained herein, all requests, rules, guidelines, requirements and directives promulgated (i) by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority), the Committee of European Banking Supervisors or the United States or foreign regulatory authorities, in each case, pursuant to Basel III or similar capital requirements directive existing on the Closing Date impacting European banks and other regulated financial institutions, (ii) pursuant to the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and (iii) in connection with the EU Risk Retention Requirements shall, in each case, be deemed to be a change or adoption of any law, rule or regulation for purposes of this Section 8.03 11.3, regardless of the date enacted, adopted, issued or implemented; provided, however, that the Borrower shall not be applicable responsible for any increased costs relating to the EU Risk Retention Requirements so long as the Retention Provider is in compliance with respect the requirements set forth in the Retention Letter.
(e) Notwithstanding anything to the contrary in this Section 11.3, the Borrower shall not be required to pay amounts to any ParticipantLender under this Section 11.3 to the extent such amounts would be duplicative of amounts payable by the Borrower under Section 11.4. To the extent the Borrower is required to pay any Lender additional amounts or indemnify any Lender in respect of Taxes or Other Taxes pursuant to Section 11.4, Assignee the provisions of Section 11.4 shall control.
(f) For the avoidance of doubt, the Borrower shall not be obligated to pay additional amounts to a Lender pursuant to clauses (a) or other Transferee, and (b) of this Section 11.3 to the extent any calculations required such additional amounts are attributable to a failure by such provisions shall be made based upon a Lender to comply with its obligations under the circumstances of such Participant, Assignee or other TransfereeEU Risk Retention Requirements that are within its control.
Appears in 1 contract
Increased Cost and Reduced Return. (a) If If, on or after the date hereof, a Change the adoption of Law or any change in any applicable 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 compliance by any Bank Lender (or its Lending Office) with any request or directive (whether or not having the force of law) of general applicability of any Authority:such authority, central bank or comparable agency exercising control over banks or financial institutions generally issued after the date hereof (or, if later, after the date the Agent or such Lender becomes the Agent or a Lender) (other than any request or directive requesting or in effect requiring compliance with any applicable law, rule or regulation imposing or in effect imposing a fine or a penalty for any failure to comply with any such law, rule or regulation):
(i) subjects any Lender (or its Lending Office) to any tax, duty or other similar charge related to any Eurodollar Loan, or its participation in any thereof, or its obligation to advance or maintain Eurodollar Loans or to participate therein, or shall imposechange the basis of taxation of payments to any Lender (or its Lending Office) of the principal of or interest on its Eurodollar Loans or participations therein, modify or deem any other amounts due under this Agreement related to its Eurodollar Loans or participations therein, or its obligation to make Eurodollar Loans or acquire participations therein (except for changes with respect to income or franchise taxes excluded from indemnification pursuant to Section 3.3); or
(ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding for any Eurodollar Loan any such requirement included in an applicable Euro-Dollar Eurodollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Bank Lender (or its Lending Office); or
(ii) shall impose or imposes on any Bank Lender (or its Lending Office) or on the London interbank market any other condition affecting its Euro-Dollar LoansEurodollar Loans owed to it, or its Notes participation in any thereof, or its obligation to make Euro-Dollar Loansadvance or maintain Eurodollar Loans or participate in any thereof; and the result of any of the foregoing is to increase in the future the cost to such Bank Lender (or its Lending Office) of making advancing or maintaining any LoanEurodollar Loan or participating therein, or to reduce in the future the amount of any sum received or receivable by such Bank Lender (or its Lending Office) in connection therewith under this Agreement or under its Notes with respect theretoNote(s), by an amount deemed by such Bank Lender to be material, then, subject to Section 8.3(c), from time to time, within 15 thirty (30) days after demand by receipt of a certificate from such Bank Lender (with a copy to the Agent)) pursuant to subsection (c) below setting forth in reasonable detail such determination and the basis thereof, the Borrower shall be obligated to pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender for such future increased cost or reduction.
(b) If If, on or after the date hereof, the Agent or any Bank reasonably Lender shall have reasonably determined that (i) the adoption after the date hereof the adoption of (x) any applicable law, rule or regulation regarding capital adequacy, or (y) any change thereintherein (including, without limitation, any revision after the date hereof in the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 CFR Part 208, Appendix A; ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) or of the Office of the Comptroller of the Currency (12 CFR Part 3, Appendix A), or in any other applicable capital adequacy rules heretofore adopted and issued by any governmental authority), (ii) any change after the date hereof in the interpretation or administration thereofthereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration of any such applicable law, rule or regulation regarding capital adequacy, or (iii) compliance by the Agent or any Bank Lender (or its Lending Office) with any request or directive of general applicability issued after the date hereof regarding capital adequacy (whether or not having the force of law) of any Authoritysuch authority, central bank or comparable agency (other than any request or directive requiring or in effect requiring compliance with any applicable law, rule or regulation regarding capital adequacy or imposing fines or penalties for any failure to comply with any such law, rule or regulation), has or would have the effect of reducing in the future the rate of return on such BankLender's capital, or on the capital of any corporation controlling such Lender, as a consequence of its obligations hereunder to a level below that which such Bank Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such BankLender's or its controlling corporation's policies with respect to capital adequacyadequacy in effect immediately before such adoption, change or compliance) by an amount reasonably deemed by such Bank Lender to be material, then then, subject to Section 8.3(c), from time to time, within 15 thirty (30) days after demand by its receipt of a certificate from such BankLender (with a copy to the Agent) pursuant to subsection (c) below setting forth in reasonable detail such determination and the basis thereof, the Borrower shall pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender or such corporation for such reductionfuture reduced return or the Borrower may prepay all Eurodollar Loans of such Lender.
(c) Each Bank will promptly notify The Agent and each Lender that determines to seek compensation under this Section 8.3 shall give written notice to the Borrower and and, in the case of a Lender other than the Lender which is the Agent, the Agent of the circumstances that entitle the Agent or such Lender to such compensation no later than ninety (90) days after such Lender receives actual notice or obtains actual knowledge of the law, rule, order or interpretation or occurrence of another event giving rise to a claim hereunder. In any event of which it has knowledgethe Borrower shall not have any obligation to pay any amount with respect to claims accruing, occurring after or for periods, prior to the date hereof, which will entitle ninetieth day preceding such Bank written demand. The Agent and each Lender shall use reasonable efforts to compensation pursuant to this Section and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and any payment under Section 3.3, including, without limitation, the designation of a different Lending Office, if such action or designation will not, in the sole judgment of the Agent or such BankLender made in good faith, be otherwise disadvantageous to such Bankit; provided that the foregoing shall not in any way affect the rights of any Lender or the obligations of the Borrower under this Section 8.3, and provided further that no Lender shall be obligated to make its Eurodollar Loans hereunder at any office located in the United States of America. A certificate of the Agent or any Bank Lender, as applicable, claiming compensation under this Section 8.3 and setting forth the additional amount or amounts to be paid to it hereunder and accompanied by a statement prepared by the Agent or such Lender, as applicable, describing in reasonable detail the calculations thereof shall be conclusive, provided it has a reasonable basis for claiming compensation, rebuttable presumptive evidence thereof in the absence of manifest error. In determining such amount, such Bank Lender may use any reasonable averaging and attribution methods.
(d) The provisions of this Section 8.03 shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee.
Appears in 1 contract
Increased Cost and Reduced Return. (a) If the adoption after the date hereof of any applicable law, rule or regulation, or any change therein after the date hereof, a Change of Law or any change after the date hereof in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Bank Windmill Funding Source, the Agent or any Purchaser (or its Lending Officecollectively, the “Funding Parties”) with any request or directive (whether or not having the force of law) issued after the date hereof of any Authority:
such Governmental Authority (ia “Regulatory Change”) shall impose(a) subjects any Funding Party to any additional charge or withholding on or in connection with a Funding Agreement or this Agreement (collectively, modify the “Funding Documents”) or deem any Receivable, (b) changes the basis of taxation of payments to any of the Funding Parties of any amounts payable under any of the Funding Documents, other than any Taxes imposed on or measured by the net income of the Funding Party, (c) imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or any credit extended by, any Bank (or its Lending Office); or
(ii) shall impose on any Bank (or its Lending Office) or on the London interbank market any other condition affecting its Euro-Dollar Loans, its Notes or its obligation to make Euro-Dollar Loans; and the result of any of the foregoing is to increase the cost to such Bank Funding Parties, (or its Lending Officed) of making or maintaining any Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Lending Office) under this Agreement or under its Notes with respect thereto, by an amount deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Agent), the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction.
(b) If any Bank reasonably shall have determined that after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, has or would have the effect of reducing the rate of return on such Bank's Funding Party’s capital as a consequence of its obligations hereunder to a level below that which such Bank Funding Party could have achieved but for such adoption, change or compliance (taking into consideration such Bank's Funding Party’s policies with respect to concerning capital adequacy) or (e) imposes any other condition, and the result of any of the foregoing is (x) to impose a cost on, or increase the cost to, any Funding Party of its commitment under any Funding Document or of purchasing, maintaining or funding any interest acquired under any Funding Document, (y) to reduce the amount of any sum received or receivable by, or to reduce the rate of return of, any Funding Party under any Funding Document or (z) to require any payment calculated by an reference to the amount deemed of interests held or amounts received by such Bank to be materialit hereunder, then from time to timethen, within 15 days after upon demand by such Bankthe Agent, the Borrower Seller shall pay to such Bank the Agent for the account of the Person such additional amount or amounts as will compensate such Bank for such reduction.
(c) Each Bank will promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle or such Bank to compensation pursuant to this Section and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will notPurchaser (or, in the judgment case of Windmill, will enable Windmill to compensate any Windmill Funding Source) for such Bankincreased cost or reduction. Notwithstanding the foregoing, the Seller shall only be otherwise disadvantageous obligated to such Bank. A certificate of any Bank claiming compensation a Windmill Funding Source under this Section and setting forth to the additional extent Windmill is obligated to reimburse the Windmill Funding Source for the applicable amount or (it being understood that any limitations on recourse to Windmill for such amounts to be paid to it hereunder shall be conclusive, provided it has a reasonable basis do not limit Windmill’s obligations for claiming compensation, in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods.
(d) The provisions purposes of this Section 8.03 shall be applicable with respect Section) pursuant to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances terms of such Participant, Assignee or other Transfereea Funding Agreement.
Appears in 1 contract
Increased Cost and Reduced Return. (a) If If, after the date hereof, a Change the adoption of Law any applicable law, rule, or regulation, or any change in any applicable 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 compliance by any Bank Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any Authoritysuch governmental authority, central bank, or comparable agency:
(i) shall subject such Lender (or its Applicable Lending Office) to any tax, duty, or other charge with respect to any Eurodollar Loans, its Note, or its obligation to make Eurodollar Loans, or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under this Agreement or its Note in respect of any Eurodollar Loans (other than taxes imposed on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office);
(ii) shall impose, modify modify, or deem applicable any reserve, special deposit deposit, assessment or similar requirement (including, without limitation, any such requirement imposed by other than the Board of Governors Reserve Requirement utilized in the determination of the Federal Reserve System, but excluding Adjusted Eurodollar Rate) relating to any such requirement included in an applicable Euro-Dollar Reserve Percentage) against extensions of credit or other assets of, or any deposits with or for the account other liabilities or commitments of, or credit extended by, any Bank such Lender (or its Applicable Lending Office), including the Commitment of such Lender hereunder; or
(iiiii) shall impose on any Bank such Lender (or its Applicable Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition affecting its Euro-Dollar Loans, its Notes this Agreement or its obligation to make Euro-Dollar LoansNote or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to such Bank Lender (or its Applicable Lending Office) of making making, Converting into, Continuing, or maintaining any Loan, Eurodollar Loans or to reduce the amount of any sum received or receivable by such Bank Lender (or its Applicable Lending Office) under this Agreement or under its Notes Note with respect theretoto any Eurodollar Loans, then the Borrower shall pay to such Lender on demand such amount or amounts as will compensate such Lender for such increased cost or reduction. If any Lender requests compensation by the Borrower under this Section 5.01(a), the Borrower may, by an amount deemed by notice to such Bank to be material, then, within 15 days after demand by such Bank Lender (with a copy to the Agent), suspend the Borrower shall pay obligation of such Lender to make or Continue Loans of the Type with respect to which such compensation is requested, or to Convert Loans of any other Type into Loans of such Type, until the event or condition giving rise to such Bank request ceases to be in effect (in which case the provisions of Section 5.04 shall be applicable); PROVIDED that such additional amount or amounts as will compensate suspension shall not affect the right of such Bank for such increased cost or reductionLender to receive the compensation so requested.
(b) If If, after the date hereof, any Bank reasonably Lender shall have determined that after the date hereof the adoption of any applicable law, rule rule, or regulation regarding capital adequacy, adequacy or any change thereintherein or in the interpretation or administration thereof by any governmental authority, central bank, or any change in comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authoritysuch governmental authority, central bank, or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Bank's capital Lender or any corporation controlling such Lender as a consequence of its such Lender's obligations hereunder to a level below that which such Bank Lender or such corporation could have achieved but for such adoption, change change, request, or compliance directive (taking into consideration such Bank's its policies with respect to capital adequacy) by an amount deemed by such Bank to be material), then from time to time, within 15 days after time upon demand by such Bank, the Borrower shall pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender for such reduction.
(c) Each Bank will Lender shall promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank Lender to compensation pursuant to this Section and will designate a different Applicable 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 BankLender, be otherwise disadvantageous to such Bankit. A certificate of any Bank Any Lender claiming compensation under this Section shall furnish to the Borrower and the Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive, provided it has a reasonable basis for claiming compensation, conclusive in the absence of manifest error. In determining such amount, such Bank Lender may use any reasonable averaging and attribution methods.
(d) The provisions of this Section 8.03 shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee.
Appears in 1 contract
Sources: Credit Agreement (Pentacon Inc)
Increased Cost and Reduced Return. (a) If If, on or after the date hereof, a Change the adoption of Law any applicable law, rule or regulation, or any change in any applicable 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 compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) made at the Closing Date of any Authority:
(i) such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve, special deposit or similar requirement reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, System (but excluding with respect to any LIBOR Loan any such requirement included reflected in an applicable Euro-Dollar LIBOR Reserve Percentage) )), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office); or
(ii) or shall impose on any Bank (or its Applicable Lending Office) or on the London interbank market any other condition materially more burdensome in nature, extent or consequence than those in existence as of the Closing Date affecting its Euro-Dollar Loanssuch Bank's LIBOR Loan, its Notes Note, or its obligation to make Euro-Dollar LIBOR Loans; , and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any LIBOR Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Notes Note with respect theretoto such LIBOR Loan, by an amount deemed by such Bank to be material, then, within 15 fifteen (15) days after demand by such Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction.
(b) If any Bank reasonably shall have determined that after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, has or would have the effect of reducing the rate of return on such Bank's capital as a consequence of its obligations hereunder to a level below that which such Bank could have achieved but for such adoption, change or compliance (taking into consideration such Bank's policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time, within 15 days after demand by such Bank, the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such reduction.
(c) Each Bank will promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section 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 Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive, provided it has a reasonable basis for claiming compensation, in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods.
(d) The provisions of this Section 8.03 shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee.or
Appears in 1 contract
Increased Cost and Reduced Return. (a) If on or after (i) the date hereof, a Change in the case of Law any Revolving Credit Loan or any obligation to make Revolving Credit Loans, or (ii) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption of any applicable law, rule or regulation, or any change therein, 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 compliance by any Bank Lender (or its Applicable Lending Officeoffice) with any request or directive (whether or not having the force of law) of any Authority:
(i) such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve, special deposit or similar requirement reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any such reserve requirement included in an applicable Euro-Dollar Reserve Percentagerespect of Eurocurrency liabilities described in paragraph (c) of this subsection 4.12), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank Lender (or its Lending Office); or
(ii) shall impose on any Bank (or its Applicable Lending Office) or on the London interbank eurodollar market any other condition affecting its Euro-Dollar Loans, its Notes Eurodollar Loans or Money Market LIBOR Loans or its obligation to make Euro-Dollar Loans; such Loans and the result of any of the foregoing is to increase the cost to such Bank Lender (or its Applicable Lending Office) of making or maintaining any such Loan, or to reduce the amount of any sum received or receivable by such Bank Lender (or its Applicable Lending Office) under this Agreement or under its Notes with respect thereto, by an amount deemed by such Bank Lender to be material, then, within 15 days after demand by such Bank Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender for such increased cost or reduction.. 33
(b) If any Bank reasonably Lender shall have determined that that, after the date hereof hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change thereinin 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 compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authoritysuch authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Bank's capital Lender (or its parent holding company) as a consequence of its such Lender's obligations hereunder to a level below that which such Bank Lender (or its parent holding company) could have achieved but for such adoption, change change, request or compliance directive (taking into consideration such Bank's its policies with respect to capital adequacy) by an amount deemed by such Bank Lender to be material, then from time to time, within 15 days after demand by such BankLender (with a copy to the Administrative Agent), the Borrower shall pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender (or its parent holding company) for such reduction.
(c) In addition to, and without duplication of, amounts which may become payable from time to time pursuant to paragraphs (a) and (b) of this subsection 4.12, the Borrower agrees to pay to each Lender which requests compensation under this paragraph (c) by notice to the Borrower, on the last day of each Interest Period with respect to any Eurodollar Loan made by such Lender, at any time when such Lender shall be required to maintain reserves against "Eurocurrency liabilities" under Regulation D of the Board of Governors of the Federal Reserve System (or, at any time when such Lender may be required by the Board of Governors of the Federal Reserve System or by any other governmental authority, whether within the United States or in another relevant jurisdiction, to maintain reserves against any other category of liabilities which includes deposits by reference to which the Eurodollar Rate is determined as provided in this Agreement or against any category of extensions of credit or other assets of such Lender which includes any such Eurodollar Loans), an additional amount (determined by such Lender's calculation or, if an accurate calculation is impracticable, reasonable estimate using such reasonable means of allocation as such Lender shall determine) equal to the actual costs, if any, incurred by such Lender during such Interest Period as a result of the applicability of the foregoing reserves to such Eurodollar Loans.
(d) Each Bank Lender 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 Bank Lender to compensation pursuant to this Section subsection 4.12 and will designate a different Applicable 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 BankLender, be otherwise disadvantageous to such BankLender; provided that if a Lender shall not have so notified the Borrower within 90 days of such event, such Lender may not seek compensation for any period beginning prior to the date which is 90 days prior to the date upon which the Borrower is notified of such event. A certificate of any Bank Lender claiming compensation under this Section subsection and setting forth the additional amount or amounts to be paid to it hereunder 34 shall be conclusive, provided it has a reasonable basis for claiming compensation, conclusive in the absence of manifest error. In determining such amount, such Bank Lender may use any reasonable averaging and attribution methods.
(de) The provisions of this Section 8.03 subsection shall be applicable with respect to survive any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances termination of such Participant, Assignee or other Transfereethis Agreement.
Appears in 1 contract
Sources: Revolving Credit Agreement (Burlington Northern Santa Fe Corp)
Increased Cost and Reduced Return. (a) If If, after the date hereof, a Change the adoption of Law any applicable law, rule, or regulation, or any change in any applicable 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 compliance by any Bank Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any Authoritysuch governmental authority, central bank, or comparable agency:
(i) shall subject such Lender (or its Applicable Lending Office) to any tax, duty, or other charge with respect to any Eurodollar Rate Loans, its Note, or its obligation to make Eurodollar Rate Loans, or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under this Agreement or its Note in respect of any Eurodollar Rate Loans (other than taxes imposed on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office);
(ii) shall impose, modify modify, or deem applicable any reserve, special deposit deposit, assessment, or similar requirement (including, without limitation, any such requirement imposed by other than the Board of Governors Reserve Requirement utilized in the determination of the Federal Reserve System, but excluding Eurodollar Rate) relating to any such requirement included in an applicable Euro-Dollar Reserve Percentage) against extensions of credit or other assets of, or any deposits with or for the account other liabilities or commitments of, or credit extended by, any Bank such Lender (or its Applicable Lending Office), including the Short Term Credit Commitment of such Lender hereunder; or
(iiiii) shall impose on any Bank such Lender (or its Applicable Lending Office) or on the London interbank market any other condition affecting its Euro-Dollar Loans, its Notes this Agreement or its obligation to make Euro-Dollar LoansNote or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to such Bank Lender (or its Applicable Lending Office) of making making, Converting into, Continuing, or maintaining any Loan, Eurodollar Rate Loans or to reduce the amount of any sum received or receivable by such Bank Lender (or its Applicable Lending Office) under this Agreement or under its Notes Note with respect theretoto any Eurodollar Rate Loans, then the Borrower shall pay to such Lender on demand such amount or amounts as will compensate such Lender for such increased cost or reduction; provided that no Lender will be entitled to any compensation for any such increased cost or reduction if demand for payment thereof is made by such Lender more than 180 days after the occurrence of the circumstances giving rise to such claim. If any Lender requests compensation by the Borrower under this Section 3.1(a), the Borrower may, by an amount deemed by notice to such Bank to be material, then, within 15 days after demand by such Bank Lender (with a copy to the Agent), suspend the Borrower shall pay obligation of such Lender to make or Continue Loans of the Type with respect to which such compensation is requested, or to Convert Loans of any other Type into Loans of such Type, until the event or condition giving rise to such Bank request ceases to be in effect (in which case the provisions of Section 3.4 shall be applicable); provided that such additional amount or amounts as will compensate suspension shall not affect the right of such Bank for such increased cost or reductionLender to receive the compensation so requested.
(b) If If, after the date hereof, any Bank reasonably Lender shall have determined that after the date hereof the adoption of any applicable law, rule rule, or regulation regarding capital adequacy, adequacy or any change thereintherein or in the interpretation or administration thereof by any governmental authority, central bank, or any change in comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authoritysuch governmental authority, central bank, or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Bank's capital Lender or any corporation controlling such Lender as a consequence of its such Lender's obligations hereunder to a level below that which such Bank Lender or such corporation could have achieved but for such adoption, change change, request, or compliance directive (taking into consideration such Bank's its policies with respect to capital adequacy) by an amount deemed by such Bank to be material), then from time to time, within 15 days after time upon demand by such Bank, the Borrower shall pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender for such reduction.
(c) Each Bank will Lender shall promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank Lender to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such BankLender, be otherwise disadvantageous to such Bankit. A certificate of any Bank Any Lender claiming compensation under this Section shall furnish to the Borrower and the Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive, provided it has a reasonable basis for claiming compensation, conclusive in the absence of manifest error. In determining such amount, such Bank Lender may use any reasonable averaging and attribution methodsmethods that such Lender uses for its customers that are similarly situated to the Borrower.
(d) The provisions of this Section 8.03 shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee.
Appears in 1 contract
Increased Cost and Reduced Return. (a) If If, on or after the date hereofClosing Date, a Change the adoption of Law any Applicable Law, rule or regulation, or any change in any Applicable 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 compliance by any Bank Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any Authority:
(i) such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve, special deposit or similar requirement reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve SystemBoard, but excluding any such special deposit, insurance assessment or similar requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Bank Lender (or its Applicable Lending Office); or
(ii) or shall impose on any Bank Lender (or its Applicable Lending Office) or on the London interbank market any other condition affecting its Euro-Dollar SOFR Loans, its Notes evidencing SOFR Loans, or its obligation to make Euro-Dollar SOFR Loans; , and the result of any of the foregoing is to increase the cost to such Bank Lender (or its Applicable Lending Office) of making or maintaining any Loan, or to reduce the amount of any sum received or receivable by such Bank Lender (or its Applicable Lending Office) under this Agreement or under its Notes with respect theretothereto (other than any increased costs on account of (x) Taxes imposed on or with respect to a payment hereunder, by an amount deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to y) Taxes described in clauses (ii) through (iv) of the Agentdefinition of “Excluded Taxes” and (z) Connection Income Taxes), the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank Lender for such increased cost or reductionreduction shall constitute “Increased Costs” payable by the Borrower pursuant to Sections 9.1(a) and 6.4; provided that such amounts shall be no greater than that which such Lender is generally charging other borrowers similarly situated to Borrower.
(b) If any Bank reasonably Lender shall have determined that that, after the date hereof Closing Date, the adoption of any applicable lawApplicable Law, rule or regulation regarding liquidity or capital adequacy, or any change thereinin 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 compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authoritysuch authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Bank's capital Lender as a consequence of its such ▇▇▇▇▇▇’s obligations hereunder to a level below that which such Bank Lender could have achieved but for such adoption, change change, request or compliance directive (taking into consideration such Bank's its policies with respect to capital adequacy) by an amount deemed by such Bank Lender to be material, then from time to timethen, within 15 days after upon demand (which demand shall set forth in reasonable detail the basis for such demand for compensation) by such BankLender (with a copy to the Administrative Agent, the Borrower shall pay to such Bank Collateral Agent and S&P), such additional amount or amounts as will compensate such Bank Lender for such reductionreduction (to the extent funds are available therefor in accordance with the Priority of Payments) shall constitute “Increased Costs” payable by the Borrower pursuant to Sections 9.1
(a) and 6.
(c) Each Bank Lender will promptly notify the Borrower Borrower, the Collateral Agent and the Administrative Agent of any event of which it has knowledge, occurring after the date hereofClosing Date, which will entitle such Bank Lender to compensation pursuant to this Section 11.4 and will designate a different Applicable 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 Bank, not be otherwise disadvantageous to such BankLender. A certificate of any Bank Lender claiming compensation under this Section 11.4 and setting forth in reasonable detail a calculation of the additional amount or amounts to be paid to it hereunder shall be conclusive, provided it has a reasonable basis delivered in connection with any request for claiming compensation, compensation and shall be conclusive in the absence of manifest error. In determining such amount, such Bank Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation under this Section 11.4 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section 11.4 for any increased costs or reductions incurred more than six months prior to the date on which the applicable Lender notifies the Borrower; provided that if the event giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof.
(d) The provisions Notwithstanding anything to the contrary contained herein, all requests, rules, guidelines, requirements and directives promulgated (i) by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority), the Committee of European Banking Supervisors or the United States or foreign regulatory authorities, in each case, pursuant to Basel III or similar capital requirements directive existing on the Closing Date impacting European banks and other regulated financial institutions, (ii) pursuant to the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and (iii) in connection with the Retention Requirements shall, in each case, be deemed to be a change or adoption of any law, rule or regulation for purposes of this Section 8.03 11.4, regardless of the date enacted, adopted, issued or implemented; provided, however, that the Borrower shall not be applicable responsible for any increased costs relating to the Retention Requirements so long as the Retention Holder is in compliance with respect the requirements set forth in the Retention Letter.
(e) Notwithstanding anything to the contrary in this Section 11.4, the Borrower shall not be required to pay amounts to any ParticipantLender under this Section 11.4 to the extent such amounts would be duplicative of amounts payable by the Borrower under Section 11.3. To the extent the Borrower is required to pay any Lender additional amounts or indemnify any Lender in respect of Taxes or Other Taxes pursuant to Section 11.3, Assignee the provisions of Section 11.3 shall control.
(f) For the avoidance of doubt, the Borrower shall not be obligated to pay additional amounts to a Lender pursuant to clauses (a) or other Transferee, and (b) of this Section 11.4 to the extent any calculations required such additional amounts are attributable to a failure by such provisions shall be made based upon a Lender to comply with its obligations under the circumstances of such Participant, Assignee or other TransfereeRetention Requirements that are within its control.
Appears in 1 contract
Sources: Credit Agreement (Blue Owl Technology Income Corp.)
Increased Cost and Reduced Return. (a) If If, on or after (x) the date hereofhereof in the case of Committed Loans made pursuant to Section 2.1, a Change or (y) the date of Law the related Money Market Quote (in each case, the “Loan Effective Date”), in the case of any Money Market Loan, the adoption or phase in of any applicable law, rule or regulation, or any change in any applicable law, rule, directive, guideline, decision, or regulation, or any change in the interpretation, re-interpretation, application, or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) made at the Closing Date of any Authority:
(i) such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve, special deposit or similar requirement reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, System (but excluding with respect to any Euro-Dollar Loan any such requirement included reflected in an applicable Euro-Dollar Reserve Percentage) )), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office); or
(ii) or shall impose on any Bank (or its Applicable Lending Office) or on the London interbank market any other condition materially more burdensome in nature, extent or consequence than those in existence as of the Loan Effective Date affecting its such Bank’s Euro-Dollar Loans, its Notes Note, or its obligation to make Euro-Dollar Loans; , and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Notes Note with respect theretoto such Euro-Dollar Loans, by an amount deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Bank such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the Euro-Dollar Loans made by such Bank hereunder) as will compensate such Bank for such increased cost or reductionreduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstances.
(b) If any Bank reasonably shall have reasonably determined that that, after the date hereof hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change thereinin 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 compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) made after the Closing Date of any Authoritysuch authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Bank's capital Bank (or its Parent) as a consequence of its such Bank’s obligations hereunder to a level below that which such Bank (or its Parent) could have achieved but for such adoption, change change, request or compliance directive (taking into consideration such Bank's its policies with respect to capital adequacy) by an amount reasonably deemed by such Bank to be material, then from time to time, within 15 days after demand by such BankBank (with a copy to the Administrative Agent), the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank (or its Parent) for such reductionreduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstances.
(c) Each Bank 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 Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Bank, be otherwise disadvantageous to such Bank. If such Bank shall fail to notify Borrower of any such event within ninety (90) days following the end of the month during which such event occurred, then Borrower’s liability for any amounts described in this Section incurred by such Bank as a result of such event shall be limited to those attributable to the period occurring subsequent to the ninetieth (90th) day prior to, but excluding, the date upon which such Bank actually notified Borrower of the occurrence of such event. A certificate of any Bank claiming compensation under this Section and setting forth a reasonably detailed calculation of the additional amount or amounts to be paid to it hereunder shall be conclusive, provided it has a reasonable basis for claiming compensation, conclusive in the absence of manifest demonstrable error. In determining such amount, such Bank may use any reasonable averaging and attribution methods.
(d) The provisions of If at any time, any Bank shall be owed amounts pursuant to this Section 8.03 8.3, the Borrower shall have the right, upon five (5) Business Days’ notice to the Administrative Agent to either (x) cause a bank, reasonably acceptable to the Administrative Agent, to offer to purchase the Commitments of such Bank for an amount equal to such Bank’s outstanding Loans (excluding, at the Borrower’s option, any Money Market Loans held by such Bank), and to become a Bank hereunder, or to obtain the agreement of one or more existing Banks to offer to purchase the Commitments of such Bank for such amount, which offer such Bank is hereby required to accept, or (y) to repay in full all Loans then outstanding of such Bank (excluding, at the Borrower’s option, any Money Market Loans held by such Bank), together with interest and all other amounts due thereon, upon which event, such Bank’s Commitment shall be applicable with respect deemed to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transfereecanceled pursuant to Section 2.11(c).
Appears in 1 contract
Increased Cost and Reduced Return. (a) If after the date hereof, a Change of in Law or compliance by any Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any Authority:
(i) shall impose, modify or deem applicable any reserve, special deposit or similar requirement reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Currency Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage) with respect to which such Lender is entitled to compensation during the relevant Interest Period under Section 2.14), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank such Lender (or its Applicable Lending Office); or
(ii) or shall impose on any Bank Lender (or its Applicable Lending Office) or on the London interbank market any other condition affecting its Euro-Dollar LoansCurrency Loans (other than with respect to taxes), its Notes Note(s) or its obligation to make Euro-Dollar Loans; Currency Loans or its obligations hereunder in respect of Letters of Credit and the result of any of the foregoing is to increase the cost to such Bank Lender (or its Applicable Lending Office) of making or maintaining any LoanEuro-Currency Loan or of issuing or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by such Bank Lender (or its Applicable Lending Office) under this Agreement or under its Notes Note(s) with respect thereto, by an amount deemed by such Bank Lender to be material, then, within 15 days after demand by such Bank Lender (with a copy to the Administrative Agent), the Principal Borrower shall pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender for such increased cost or reduction.
(b) If any Bank reasonably Lender shall have determined that after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change a Change in the interpretation or administration thereof, or compliance by any Bank Law (or its Lending Officeother than with respect to taxes) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, has or would have the effect of reducing the rate of return on capital of such Bank's capital Lender (or its Lender Parent) as a consequence of its such Lender’s obligations hereunder to a level below that which such Bank Lender (or its Lender Parent) could have achieved but for such adoption, change or compliance Change in Law (taking into consideration such Bank's its policies with respect to capital adequacy) by an amount deemed by such Bank Lender to be material, then from time to time, within 15 days after demand by such BankLender (with a copy to the Administrative Agent), the Principal Borrower shall pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender (or its Lender Parent) for such reduction.
(c) If after the date of this Agreement, a Change in Law shall subject any Lender to any taxes (other than Taxes imposed on or with respect to any payment made by a Loan Party hereunder or under any Notes and Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and the result shall be to increase the cost to such Lender of making or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise), then the Principal Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.
(d) Each Bank Lender will promptly notify the Principal Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, and/or any Change in Law which will entitle such Bank Lender to compensation pursuant to this Section 8.03 and will designate a different Applicable 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 BankLender, be otherwise materially disadvantageous to such BankLender. A certificate of any Bank Lender claiming compensation under this Section 8.03 and setting forth the additional amount or amounts to be paid to it hereunder and the calculation of such amount or amounts in reasonable detail shall be conclusive, provided it has a reasonable basis delivered to the Principal Borrower contemporaneously with any demand for claiming compensation, payment hereunder and shall be conclusive in the absence of manifest clearly demonstrable error. In determining such amount, such Bank Lender may use any reasonable averaging and attribution methods.
(de) The provisions Failure or delay on the part of any Lender or an Issuing Lender to demand compensation pursuant to this Section 8.03 shall not constitute a waiver of such Lender’s or such Issuing Lender’s right to demand such compensation, as the case may be; provided that the Borrower shall not be applicable with respect required to compensate a Lender or an Issuing Lender pursuant to this Section 8.03 for any Participantincreased costs or reductions incurred more than 120 days prior to the date that such Lender or such Issuing Lender, Assignee as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or other Transfereereductions and of such Lender’s or such Issuing Lender’s intention to claim compensation therefor and of the amount of such compensation; provided further that, and any calculations required by if the Change in Law giving rise to such provisions increased costs or reductions is retroactive, then the 120-day period referred to above shall be made based upon extended to include the circumstances period of retroactive effect thereof.
(f) No Lender or Issuing Lender, as applicable, shall demand compensation pursuant to this Section 8.03 unless such ParticipantLender or Issuing Lender, Assignee as applicable, certifies in writing to the Principal Borrower that it is making corresponding demands on similarly situated borrowers in comparable credit facilities to which such Lender or other TransfereeIssuing Lender, as applicable, is a party.
Appears in 1 contract
Increased Cost and Reduced Return. (a) If after the date hereof, a Change of Law or compliance by any Bank LC Issuer (or its Lending Office) with any request or directive (whether or not having the force of law) of any Authority:
(i) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Bank Euro-Dollar Rate Tender Advance (or its Lending Office); or
(ii) shall impose on any Bank LC Issuer (or its Lending Office) or on the London interbank market any other condition affecting its Euro-Dollar LoansRate Tender Advance, its Notes Reimbursement Note or its obligation to make Euro-Dollar LoansRate Tender Advances; and the result of any of the foregoing is to increase the cost to such Bank LC Issuer (or its Lending Office) of making or maintaining any LoanEuro-Dollar Rate Tender Advance, or to reduce the amount of any sum received or receivable by such Bank LC Issuer (or its Lending Office) under this Agreement or under its Notes Reimbursement Note with respect thereto, by an amount deemed by such Bank LC Issuer to be material, then, within 15 days after demand by such Bank (with LC Issuer made to Lessor and Lessee(with a copy to the Agent), the Borrower Lessor shall pay to such Bank LC Issuer such additional amount or amounts as will compensate such Bank LC Issuer for such increased cost or reduction; provided, that no such LC Issuer shall be entitled to any such compensation for any such increased cost or reduction of sum received or receivable incurred more than 45 days prior to the date of its written demand for such compensation.
(b) If any Bank reasonably LC Issuer shall have determined that after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof, or compliance by any Bank LC Issuer (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, has or would have the effect of reducing the rate of return on such BankLC Issuer's capital as a consequence of its obligations hereunder to a level below that which such Bank LC Issuer could have achieved but for such adoption, change or compliance (taking into consideration such BankLC Issuer's policies with respect to capital adequacy) by an amount deemed by such Bank LC Issuer to be material, then from time to time, within 15 days after demand by such BankLC Issuer made to Lessor and Lessee, the Borrower Lessor shall pay to such Bank LC Issuer such additional amount or amounts as will compensate such Bank LC Issuer for such reduction; provided, that no such LC Issuer shall be entitled to any such compensation for any such reduction of the rate of return incurred more than 45 days prior to the date of its written demand for such compensation.
(c) Each Bank LC Issuer will promptly notify the Borrower Lessor, Lessee and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank LC Issuer to compensation pursuant to this Section 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 BankLC Issuer, be otherwise disadvantageous to such BankLC Issuer. A certificate of any Bank LC Issuer claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive, provided it has a reasonable basis for claiming compensation, conclusive in the absence of manifest error. In determining such amount, such Bank LC Issuer may use any reasonable averaging and attribution methods.
(d) The provisions of this Section 8.03 shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee.
Appears in 1 contract
Increased Cost and Reduced Return. (ai) If at any time after the date hereof, a Change and from time to time, the adoption of Law any applicable law, rule or regulation, or any change in any applicable 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 compliance by any Bank (or its Lending Office) Lender with any request or directive (whether or not having the force of law) of any Authority:
(i) such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve, special deposit deposit, insurance assessment or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, System but excluding any such requirement included in an applicable Euro-Dollar Eurodollar Reserve PercentageRequirement) against assets of, deposits with or for the account of, or credit extended by, any Bank (Lender or its Lending Office); or
(ii) shall impose on any Bank (Lender or its Lending Office) or on the London interbank market any other condition affecting its Euro-Dollar Loanswhich would have the effect of (aa) increasing any Lender’s costs relating to the obligations evidenced by the Loan Documents, its Notes or its obligation (bb) reducing the yield or rate of return of such Lender on the obligations incurred under the Loan Documents to make Euro-Dollar Loans; and a level below that which such Lender could have achieved but for the result adoption or modification of any of the foregoing is to increase the cost to such Bank (or its Lending Office) of making or maintaining any Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Lending Office) under this Agreement or under its Notes with respect thereto, requirements by an amount deemed by such Bank Lender to be materialmaterial in its sole but reasonable discretion, then, within 15 fifteen (15) days after demand by such Bank (with a copy to the Agent)Lender, the Borrower Borrowers shall pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender for such increased cost or reduction; provided that the Lender shall not be entitled to compensation under this section for any such increased cost or reduction that is the result of the withholding or payment of any taxes.
(bii) If any Bank reasonably Lender shall have determined that determined, in its sole but reasonable discretion, that, on or after the date hereof hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change thereinin 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 compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authoritysuch authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Bank's capital Lender (or its parent) as a consequence of its such Lender’s obligations hereunder to a level below that which such Bank Lender (or its parent) could have achieved but for such adoption, change change, request or compliance directive (taking into consideration such Bank's its policies with respect to capital adequacy) by an amount deemed by such Bank Lender to be materialmaterial in its sole but reasonable discretion, then from time to time, within 15 fifteen (15) days after demand by such BankLender, the Borrower Borrowers shall pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender (or its parent) for such reduction.
(ciii) Each Bank Lender will promptly notify the Borrower and the Agent Borrowers of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank Lender to compensation pursuant to this Section section and will designate a different Lending Office applicable 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 BankLender, be otherwise disadvantageous to such BankLender. A certificate of any Bank such Lender claiming compensation under this Section section and setting forth the additional amount or amounts to be paid to it hereunder and the reasons therefor shall be conclusive, provided it has a reasonable basis for claiming compensation, conclusive in the absence of manifest error. In determining such amount, such Bank Lender may use any reasonable averaging and attribution methods.
(d) The provisions of this Section 8.03 shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee.
Appears in 1 contract
Sources: Loan Agreement (Ascent Energy Inc)
Increased Cost and Reduced Return. (a) If If, on or after (x) the date hereofhereof in the case of Committed Loans made pursuant to Section 2.1, a Change or (y) the date of Law the related Money Market Quote, in the case of any Money Market Loan, the adoption of any applicable law, rule or regulation, or any change in any applicable 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 compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) made at the Closing Date of any Authority:
(i) such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve, special deposit or similar requirement reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, System (but excluding with respect to any EuroDollar Loan any such requirement included reflected in an applicable Euro-Dollar Reserve Percentage) )), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office); or
(ii) or shall impose on any Bank (or its Applicable Lending Office) or on the London interbank market any other condition materially more burdensome in nature, extent or consequence than those in existence as of the Closing Date affecting its Euro-Dollar such Bank's EuroDollar Loans, its Notes Note, or its obligation to make Euro-Dollar EuroDollar Loans; , and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Notes Note with respect theretoto such Euro-Dollar Loans, by an amount deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Bank such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the Euro-Dollar Loans made by such Bank hereunder) as will compensate such Bank for such increased cost or reductionreduction to the extent such Bank 114 generally imposes such additional amounts on other borrowers of such Bank in similar circumstances.
(b) If any Bank reasonably shall have reasonably determined that that, after the date hereof hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change thereinin 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 compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) made after the Closing Date of any Authoritysuch authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Bank's capital Bank (or its Parent) as a consequence of its such Bank's obligations hereunder to a level below that which such Bank (or its Parent) could have achieved but for such adoption, change change, request or compliance directive (taking into consideration such Bank's its policies with respect to capital adequacy) by an amount reasonably deemed by such Bank to be material, then from time to time, within 15 days after demand by such BankBank (with a copy to the Administrative Agent), the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank (or its Parent) for such reductionreduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstances.
(c) Each Bank will promptly notify the Borrower and Borrower, the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Bank, be otherwise disadvantageous to such Bank. If such Bank shall fail to notify Borrower of any such event within 90 days following the end of the month during which such event occurred, then Borrower's liability for any amounts described in this Section incurred by such Bank as a result of such event shall be limited to those attributable to the period occurring subsequent to the ninetieth (90th) day prior to the date upon which such Bank actually notified Borrower of the occurrence of such event. A certificate of any Bank claiming compensation under this 115 Section and setting forth a reasonably detailed calculation of the additional amount or amounts to be paid to it hereunder shall be conclusive, provided it has a reasonable basis for claiming compensation, conclusive in the absence of manifest demonstrable error. In determining such amount, such Bank may use any reasonable averaging and attribution methods.
(d) The provisions of If at any time, any Bank shall be owed amounts pursuant to this Section 8.03 8.3, the Borrower shall have the right, upon five (5) Domestic Business Day's notice to the Administrative Agent to either (x) cause a bank, reasonably acceptable to the Administrative Agent, to offer to purchase the Commitments of such Bank for an amount equal to such Bank's outstanding Loans, and to become a Bank hereunder, or to obtain the agreement of one or more existing Banks to offer to purchase the Commitments of such Bank for such amount, which offer such Bank is hereby required to accept, or (y) to repay in full all Loans then outstanding of such Bank, together with interest and all other amounts due thereon, upon which event, such Bank's Commitment shall be applicable with respect deemed to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transfereecancelled pursuant to Section 2.11(c).
Appears in 1 contract
Sources: Revolving Credit Agreement (Equity Residential Properties Trust)
Increased Cost and Reduced Return. (a) If on or after the date hereof, a Change the adoption of Law any applicable law, rule or regulation, or any change in any applicable 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 compliance by any Bank Lender (or its Applicable Lending Office) or the Issuer with any request or directive (whether or not having the force of law) of any Authority:
(i) such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve, special deposit or similar requirement reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage) ), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (Lender or its Lending Office); or
(ii) the Issuer or shall impose on any Bank (Lender or its Lending Office) the Issuer or on the London interbank market any other condition affecting its Euro-Dollar Loans, its Notes Note or Notes, the Letters of Credit or its participation therein or its obligation to make Euro-Dollar Loans; Loans and the result of any of the foregoing is to increase the cost to such Bank (Lender or its Lending Office) the Issuer of making or maintaining any LoanEuro-Dollar Loan or issuing any Letter of Credit or participating therein, or to reduce the amount of any sum received or receivable by such Bank (Lender or its Lending Office) the Issuer under this Agreement or under its Note or Notes with respect thereto, by an amount deemed by such Bank Lender or the Issuer to be material, thenthen such Lender shall give the Borrower prompt written notice thereof and, within 15 30 days after demand by such Bank Lender or the Issuer accompanied by a reasonably detailed calculation of such increased cost or reduction (with a copy to the Administrative Agent), the Borrower shall pay to such Bank Lender or the Issuer such additional amount or amounts as will compensate such Bank Lender or the Issuer for such increased cost or reduction; provided that if such Lender is not ultimately subject to the increased cost or reduction it had anticipated, such amounts shall be credited to the Borrower.
(b) If any Bank reasonably Lender or the Issuer shall have determined that that, after the date hereof hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change thereinin 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 compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authoritysuch authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Bank's capital Lender or the Issuer (or its Parent) as a consequence of its such Lender's or the Issuer's obligations hereunder to a level below that which such Bank Lender, the Issuer (or its Parent) could have achieved but for such adoption, change change, request or compliance directive (taking into consideration such Bank's its policies with respect to capital adequacy) by an amount deemed by such Bank Lender or the Issuer to be material, then such Lender shall give the Borrower prompt written notice thereof and from time to time, within 15 30 days after demand by such BankLender or the Issuer accompanied by a reasonably detailed calculation of such increased cost or reduction (with a copy to the Administrative Agent), the Borrower shall pay to such Bank Lender or the Issuer such additional amount or amounts as will compensate such Bank Lender or the Issuer (or its Parent) for such reduction; provided that if such Lender is not ultimately subject to the increased cost or reduction it had anticipated, such amounts shall be credited to the Borrower.
(c) Each Bank Lender and the Issuer 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 Bank Lender or the Issuer to compensation pursuant to this Section 10.03(c) and will designate a different Applicable 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 BankLender or the Issuer, be otherwise disadvantageous to such BankLender or the Issuer. A certificate of any Bank Lender or the Issuer claiming compensation under this Section 10.03(c) and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive, provided it has a reasonable basis for claiming compensation, conclusive in the absence of manifest demonstrable error. In determining such amount, such Bank Lender or the Issuer may use any reasonable averaging and attribution methods.
(d) The provisions of this Section 8.03 shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee.
Appears in 1 contract
Increased Cost and Reduced Return. (a) If on or after the date hereof, a hereof any Change of Law or compliance by any Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any Authority:in Law
(i) shall impose, modify or deem applicable any reserve, special deposit or similar requirement reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage) with respect to which such Lender is entitled to compensation during the relevant Interest Period under Section 2.15), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit (including letters of credit and participations therein) extended by, any Bank Lender (or its Applicable Lending Office); or;
(ii) shall impose on any Bank Lender (or its Applicable Lending Office) or any Issuing Lender or on the London interbank market any other condition condition, cost or expense (other than taxes) affecting its Euro-Dollar LoansLoans or Letters of Credit, its Notes or its obligation to make Euro-Dollar LoansLoans or its obligations hereunder in respect of Letters of Credit; or
(iii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in (i), (ii), (iii) or (iv) of the exclusions from Taxes and (C) Other Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; and the result of any of the foregoing is to increase the cost to such Bank Lender (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan (or, in the case of a Change in Law with respect to taxes, any Loan) or to increase the cost to such Lender or Issuing Lender of issuing or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by such Bank Lender (or its Applicable Lending Office) or such Issuing Lender under this Agreement or under its Notes with respect thereto, by an amount deemed by such Bank Lender or Issuing Lender to be material, then, within 15 days after demand by such Bank Lender or Issuing Lender (with a copy to the Administrative Agent), the each Borrower shall pay to such Bank Lender or Issuing Lender its Appropriate Share of such additional amount or amounts as will compensate such Bank Lender or Issuing Lender for such increased cost or reduction.
(b) If any Bank reasonably Lender shall have determined that that, after the date hereof the adoption of hereof, any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change Change in the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, Law has or would have the effect of reducing the rate of return on capital or liquidity of such Bank's capital Lender (or its Parent) as a consequence of its such Lender’s obligations hereunder to a level below that which such Bank Lender (or its Parent) could have achieved but for such adoption, change change, request or compliance directive (taking into consideration such Bank's its policies with respect to capital adequacyadequacy or liquidity) by an amount deemed by such Bank Lender to be material, then from time to time, within 15 days after demand by such BankLender (with a copy to the Administrative Agent), the each Borrower shall pay to such Bank Lender its Appropriate Share of such additional amount or amounts as will compensate such Bank Lender (or its Parent) for such reduction.
(c) Each Bank Lender will promptly notify the Borrower Borrowers and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank Lender to compensation pursuant to this Section and will designate a different Applicable 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 BankLender, be otherwise disadvantageous to such Bankit. A certificate of any Bank Lender or Issuing Lender claiming compensation under this Section and setting forth the additional amount or amounts necessary to be paid to it hereunder compensate such Lender or Issuing Lender, as the case may be, shall be conclusive, provided it has a reasonable basis for claiming compensation, conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods.
(d) The provisions Failure or delay on the part of any Lender or Issuing Lender to demand compensation pursuant to this Section 8.03 shall not constitute a waiver of such Lender’s or Issuing Lender’s right to demand such compensation; provided that no Borrower shall be applicable with respect required to compensate a Lender or Issuing Lender pursuant to this Section for any Participantincreased costs or reductions incurred more than 180 days prior to the date that such Lender or Issuing Lender, Assignee as the case may be, notifies such Borrower of the Change in Law giving rise to such increased costs or other Transfereereductions and of such Lender’s or Issuing Lender’s intention to claim compensation therefor; provided further that, and any calculations required by if the Change in Law giving rise to such provisions increased costs or reductions is retroactive, then the 180-day period referred to above shall be made based upon extended to include the circumstances period of such Participant, Assignee or other Transfereeretroactive effect thereof.
Appears in 1 contract
Sources: Credit Agreement (Consolidated Edison Co of New York Inc)
Increased Cost and Reduced Return. (a) If on or after (i) the date hereof, a Change in the case of Law any Revolving Credit Loan or any obligation to make Revolving Credit Loans, or (ii) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption of any applicable law, rule or regulation, or any change therein, 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 compliance by any Bank Lender (or its Applicable Lending Officeoffice) with any request or directive (whether or not having the force of law) of any Authority:
(i) such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve, special deposit or similar requirement reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any such reserve requirement included in an applicable Euro-Dollar Reserve Percentagerespect of Eurocurrency liabilities described in paragraph (c) of this subsection 4.12), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank Lender (or its Lending Office); or
(ii) shall impose on any Bank (or its Applicable Lending Office) or on the London interbank eurodollar market any other condition affecting its Euro-Dollar Loans, its Notes Eurodollar Loans or Money Market LIBOR Loans or its obligation to make Euro-Dollar Loans; such Loans and the result of any of the foregoing is to increase the cost to such Bank Lender (or its Applicable Lending Office) of making or maintaining any such Loan, or to reduce the amount of any sum received or receivable by such Bank Lender (or its Applicable Lending Office) under this Agreement or under its Notes with respect thereto, by an amount deemed by such Bank Lender to be material, then, within 15 days after demand by such Bank Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender for such increased cost or reduction.
(b) If any Bank reasonably Lender shall have determined that that, after the date hereof hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change thereinin 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 33 interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authoritysuch authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Bank's capital Lender (or its parent holding company) as a consequence of its such Lender's obligations hereunder to a level below that which such Bank Lender (or its parent holding company) could have achieved but for such adoption, change change, request or compliance directive (taking into consideration such Bank's its policies with respect to capital adequacy) by an amount deemed by such Bank Lender to be material, then from time to time, within 15 days after demand by such BankLender (with a copy to the Administrative Agent), the Borrower shall pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender (or its parent holding company) for such reduction.
(c) In addition to, and without duplication of, amounts which may become payable from time to time pursuant to paragraphs (a) and (b) of this subsection 4.12, the Borrower agrees to pay to each Lender which requests compensation under this paragraph (c) by notice to the Borrower, on the last day of each Interest Period with respect to any Eurodollar Loan made by such Lender, at any time when such Lender shall be required to maintain reserves against "Eurocurrency liabilities" under Regulation D of the Board of Governors of the Federal Reserve System (or, at any time when such Lender may be required by the Board of Governors of the Federal Reserve System or by any other governmental authority, whether within the United States or in another relevant jurisdiction, to maintain reserves against any other category of liabilities which includes deposits by reference to which the Eurodollar Rate is determined as provided in this Agreement or against any category of extensions of credit or other assets of such Lender which includes any such Eurodollar Loans), an additional amount (determined by such Lender's calculation or, if an accurate calculation is impracticable, reasonable estimate using such reasonable means of allocation as such Lender shall determine) equal to the actual costs, if any, incurred by such Lender during such Interest Period as a result of the applicability of the foregoing reserves to such Eurodollar Loans.
(d) Each Bank Lender 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 Bank Lender to compensation pursuant to this Section subsection 4.12 and will designate a different Applicable 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 BankLender, be otherwise disadvantageous to such BankLender; provided that if a Lender shall not have so notified the Borrower within 90 days of such event, such Lender may not seek compensation for any period beginning prior to the date which is 90 days prior to the date upon which the Borrower is notified of such event. A certificate of any Bank Lender claiming compensation under this Section subsection and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive, provided it has a reasonable basis for claiming compensation, conclusive in the absence of manifest error. In determining such amount, such Bank Lender may use any reasonable averaging and attribution methods.
(de) The provisions of this Section 8.03 subsection shall be applicable with respect to survive any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances termination of such Participant, Assignee or other Transferee.this Agreement. 34
Appears in 1 contract
Sources: 364 Day Revolving Credit Agreement (Burlington Northern Santa Fe Corp)
Increased Cost and Reduced Return. (a) If on or after the date hereof, a Change of Law or compliance by any Bank (or its Lending Office) with any request or directive (whether or not having in the force of law) case of any Authority:Loan or any obligation to make Loans, any Change in Law
(i) shall impose, modify or deem applicable any reserve, special deposit or similar requirement reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), but excluding any such special deposit, insurance assessment or similar requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit (including letters of credit and participations therein) extended by, any Bank Lender (or its applicable Lending Office); or;
(ii) shall impose on any Bank Lender (or its applicable Lending Office) or on the London interbank market any other condition condition, cost or expense (other than taxes) affecting its Euro-Dollar Term SOFR Loans, its Notes or its obligation to make Euro-Dollar Term SOFR Loans; or
(iii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in (i), (ii), (iii) or (iv) of the exclusions described in the definition of “Taxes” and (C) Other Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; and the result of any of the foregoing is to increase the cost to such Bank Lender (or its applicable Lending Office) of making or maintaining any Term SOFR Loan (or, in the case of a Change in Law with respect to taxes, any Loan, ) or to reduce the amount of any sum received or receivable by such Bank Lender (or its applicable Lending Office) under this Agreement or under its Notes with respect thereto, by an amount deemed by such Bank Lender to be material, then, within 15 days after demand by such Bank Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender for such increased cost or reduction.
(b) If any Bank reasonably Lender shall have determined that that, after the date hereof the adoption of hereof, any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change Change in the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, Law has or would have the effect of reducing the rate of return on capital or liquidity of such Bank's capital Lender (or its Parent) as a consequence of its such Lender’s obligations hereunder to a level below that which such Bank Lender (or its Parent) could have achieved but for such adoption, change change, request or compliance directive (taking into consideration such Bank's its policies with respect to capital adequacyadequacy or liquidity) by an amount deemed by such Bank Lender to be material, then from time to time, within 15 days after demand by such BankLender (with a copy to the Administrative Agent), the Borrower shall pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender (or its Parent) for such reduction.
(c) Each Bank Lender 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 Bank Lender to compensation pursuant to this Section and will designate a different applicable 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 BankLender, be otherwise disadvantageous to such Bankit. A certificate of any Bank Lender claiming compensation under this Section and setting forth the additional amount or amounts necessary to be paid to it hereunder compensate such Lender, as the case may be, shall be conclusive, provided it has a reasonable basis for claiming compensation, conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods.
(d) The provisions Failure or delay on the part of any Lender to demand compensation pursuant to this Section 8.03 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be applicable with respect extended to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon include the circumstances period of such Participant, Assignee or other Transfereeretroactive effect thereof.
Appears in 1 contract
Increased Cost and Reduced Return. (a) If after the date hereof, a Change of Law or compliance by any Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any Authority:
(i) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Lending Office); or
(ii) shall impose on any Bank (or its Lending Office) or on the London interbank market any other condition affecting its Euro-Dollar Loans, its Notes or its obligation to make Euro-Dollar Loans; P(47) and the result of any of the foregoing is to increase the cost to such Bank (or its Lending Office) of making or maintaining any Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Lending Office) under this Agreement or under its Notes with respect thereto, by an amount deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Agent), the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction.
(b) If any Bank reasonably shall have determined that after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, has or would have the effect of reducing the rate of return on such Bank's capital as a consequence of its obligations hereunder to a level below that which such Bank could have achieved but for such adoption, change or compliance (taking into consideration such Bank's policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time, within 15 days after demand by such Bank, the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such reduction.
(c) Each Bank will promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section 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 Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive, provided it has a reasonable basis for claiming compensation, conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods.
(d) The provisions of this Section 8.03 shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee.
(e) Notwithstanding the foregoing, in the event the Borrower is required to pay any Bank amounts pursuant to Section 2.12(c) or this Section 8.03 and the designation of a different Lending Office pursuant to Section 2.12(c) or Section 8.03(c) will not avoid the need for compensation to such Bank (an "Affected Bank"), the Borrower may give notice to such Affected Bank (with copies to the Agent) that it wishes to seek one or more assignees (which may be one or more of the Banks) to assume P(48) the Commitment of such Affected Bank and to purchase its outstanding Loans and Notes; provided, that if there is more than one Affected Bank which has requested substantially and proportionally equal compensation hereunder, the Borrower shall elect to seek an assignee to assume the Commitments of all such Affected Banks. Each Affected Bank agrees to sell its Commitment, Loans, Notes and interest in this Agreement in accordance with Section 9.08(c) to any such assignee for an amount equal to the sum of the outstanding unpaid principal of and accrued interest on such Loans and Notes, plus all other fees and amounts (including, without limitation, any compensation due to such Affected Banks under Section 2.12(c) or this Section 8.03) due to such Affected Bank hereunder calculated, in each case, to the date such Loans, Notes and interest are purchased. Upon such sale or prepayment, each such Affected Bank shall have no further commitment or other obligation to the Borrower hereunder or under any Note.
Appears in 1 contract
Sources: Credit Agreement (Trion Inc)
Increased Cost and Reduced Return. (a) If If, on or after the date hereof, a Change the adoption of Law any applicable law, rule or regulation, or any change in any applicable 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 compliance by any Bank Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any Authority:
(i) such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve, special deposit or similar requirement reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, System (but excluding with respect to any Euro-Dollar Loan any such requirement included reflected in an applicable Euro-Dollar Reserve Percentage) )), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank Lender (or its Applicable Lending Office); or
(ii) or shall impose on any Bank Lender (or its Applicable Lending Office) or on the London interbank market any other condition affecting its Euro-Euro- Dollar Loans, its Notes Note, or its obligation to make Euro-Euro- Dollar Loans; , and the result of any of the foregoing is to increase the cost to such Bank Lender (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan, or to reduce the amount of any sum received or receivable by such Bank Lender (or its Applicable Lending Office) under this Agreement or under its Notes Note with respect thereto, by an amount deemed by such Bank Lender to be material, then, within 15 days after written demand to Borrowers by Agent on behalf of such Bank (with a copy to the Agent)Lender, the Borrower Borrowers shall pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender for such increased cost or reduction; provided, however, that such amounts shall be no greater than that which such Lender is generally charging other borrowers similarly situated to the Borrowers.
(b) If any Bank reasonably Lender shall have determined that that, after the date hereof hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change thereinin 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 compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authoritysuch authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Bank's capital Lender (or its Parent) as a consequence of its such Lender's obligations hereunder to a level below that which such Bank Lender (or its Parent) could have achieved but for such adoption, change change, request or compliance directive (taking into consideration such Bank's its policies with respect to capital adequacy) by an amount deemed by such Bank Lender to be material, then from time to time, within 15 days after written demand to Borrowers by Agent on behalf of such BankLender, the Borrower Borrowers shall pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender (or its Parent) for such reduction; provided, however, that such amount shall be no greater than that which such Lender is generally charging other borrowers similarly situated to the Borrowers.
(c) Each Bank Lender will promptly notify the Borrower Borrowers and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank Lender to compensation pursuant to this Section and will designate a different Applicable 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 BankLender, be otherwise disadvantageous to such BankLender. A certificate of any Bank Lender claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive, provided it has a reasonable basis for claiming compensation, conclusive in the absence of manifest error. In determining such amount, such Bank Lender may use any reasonable and conventional averaging and attribution methods.
(d) The provisions of this Section 8.03 shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee.
Appears in 1 contract
Increased Cost and Reduced Return. (a) If on or after (x) the date hereof, a Change in the case of Law any Committed Euro-Dollar Loan or Letter of Credit or any obligation to make Committed Euro-Dollar Loans or issue or participate in Letters of Credit or (y) the date of the related Competitive Bid Quote, in the case of any Competitive Bid Loan, the adoption of any applicable law, rule or regulation, or any change therein, 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 compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any Authority:
(i) such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve, compulsory loan, special deposit deposit, insurance assessment or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve SystemBoard, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentagewith respect to which such Bank is entitled to compensation during the relevant Interest Period under Section 2.16) against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office); or
(ii) or shall impose on any Bank (or its Applicable Lending Office) or on the London interbank market any other condition condition, cost or expense (other than Taxes) affecting its Euro-Dollar LoansFixed Rate Loans or the Letters of Credit, its Notes Note evidencing Fixed Rate Loans or its obligation to make Euro-Dollar Loans; Fixed Rate Loans or its obligations hereunder in respect to Letters of Credit and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making making, continuing, converting to or maintaining any LoanFixed Rate Loan or Letter of Credit, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Notes Note with respect thereto, by an amount deemed by such Bank to be material, then, within 15 30 days after demand by such Bank (with a copy to the Servicing Agent), the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction; provided that the Borrower shall not be required to compensate a Bank pursuant to this Section 8.03(a) for any increased costs or reductions incurred more than 180 days prior to the date that such Bank notifies the Borrower and the Servicing Agent of the event described in this Section 8.03(a) that gives rise to such increased cost or reduction and of such Bank’s intention to claim compensation therefor, and provided further that if the event giving rise to such increased cost or reduction is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.
(b) If any Bank reasonably shall have determined that that, after the date hereof hereof, the adoption of any applicable law, rule or regulation regarding capital adequacyadequacy or liquidity requirements, or any change therein, 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 compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) of any Authoritysuch authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Bank's capital Bank (or its Parent) as a consequence of its such Bank’s obligations hereunder to a level below that which such Bank (or its Parent) could have achieved but for such adoption, change change, request or compliance directive (taking into consideration such Bank's its policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time, within 15 30 days after demand by such BankBank (with a copy to the Servicing Agent), the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank (or its Parent) for such reduction; provided that the Borrower shall not be required to compensate a Bank pursuant to this Section 8.03(b) for any reductions incurred more than 180 days prior to the date that such Bank so notifies the Borrower and the Servicing Agent of the event described in this Section 8.03(b) that gives rise to such reduction and of such Bank’s intention to claim compensation therefor, and provided further that if the event giving rise to such increased cost or reduction is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.
(c) Each Bank will promptly notify the Borrower and the Servicing Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section 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 Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive, provided it has a reasonable basis for claiming compensation, conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. Any Bank’s claim for compensation under this Section 8.03 shall certify that the claim for additional amounts referred to therein is generally consistent with such Bank’s treatment of similarly situated customers of such Bank whose transactions with such Bank are similarly affected by the change in circumstances giving rise to such payment, but such Bank shall not be required to disclose any confidential or proprietary information therein.
(d) The provisions For the avoidance of doubt, this Section 8.03 shall be applicable apply to all rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with respect the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States financial regulatory authorities, in each case pursuant to any ParticipantBasel III, Assignee regardless of the date adopted, issued, promulgated or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transfereeimplemented.
Appears in 1 contract
Sources: Credit Agreement (Clorox Co /De/)
Increased Cost and Reduced Return. (a) If after the date hereof, a Change of in Law or compliance by any Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any Authority:
(i) shall impose, modify or deem applicable any reserve, special deposit or similar requirement reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Currency Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage) with respect to which such Lender is entitled to compensation during the relevant Interest Period under Section 2.14), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank such Lender (or its Applicable Lending Office); or
(ii) or shall impose on any Bank Lender (or its Applicable Lending Office) or on the London interbank market any other condition affecting its Euro-Dollar Currency Loans, its Notes Note(s) or its obligation to make Euro-Dollar Loans; Currency Loans or its obligations hereunder in respect of Letters of Credit and the result of any of the foregoing is to increase the cost to such Bank Lender (or its Applicable Lending Office) of making or maintaining any LoanEuro-Currency Loan or of issuing or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by such Bank Lender (or its Applicable Lending Office) under this Agreement or under its Notes Note(s) with respect thereto, by an amount deemed by such Bank Lender to be material, then, within 15 days after demand by such Bank Lender (with a copy to the Administrative Agent), the Borrower Company shall pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender for such increased cost or reduction.
(b) If any Bank reasonably Lender shall have determined that after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change a Change in the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, Law has or would have the effect of reducing the rate of return on capital of such Bank's capital Lender (or its Parent) as a consequence of its such Lender’s obligations hereunder to a level below that which such Bank Lender (or its Parent) could have achieved but for such adoption, change or compliance Change in Law (taking into consideration such Bank's its policies with respect to capital adequacy) by an amount deemed by such Bank Lender to be material, then from time to time, within 15 days after demand by such BankLender (with a copy to the Administrative Agent), the Borrower Company shall pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender (or its Parent) for such reduction.
(c) If after the date of this Agreement, a Change in Law shall subject any Lender to any taxes (other than Taxes imposed on or with respect to any payment made by a Borrower hereunder or under any Notes and Domestic Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and the result shall be to increase the cost to such Lender of making or maintaining any Euro-Currency Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise), then the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.
(d) Each Bank Lender will promptly notify the Borrower Company and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, and/or any Change in Law which will entitle such Bank Lender to compensation pursuant to this Section 8.03 and will designate a different Applicable 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 BankLender, be otherwise disadvantageous to such BankLender. A certificate of any Bank Lender claiming compensation under this Section 8.03 and setting forth the additional amount or amounts to be paid to it hereunder and the calculation of such amount or amounts in reasonable detail shall be conclusive, provided it has a reasonable basis delivered to the Company contemporaneously with any demand for claiming compensation, payment hereunder and shall be conclusive in the absence of manifest clearly demonstrable error. In determining such amount, such Bank Lender may use any reasonable averaging and attribution methods.
(de) The provisions Failure or delay on the part of any Lender or the Issuing Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Issuing Lender’s right to demand such compensation, as the case may be; provided that the Borrower shall not be required to compensate a Lender or the Issuing Lender pursuant to this Section 8.03 for any increased costs or reductions incurred more than 90 days prior to the date that such Lender or the Issuing Lender, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Issuing Lender’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 90-day period referred to above shall be applicable with respect extended to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon include the circumstances period of such Participant, Assignee or other Transfereeretroactive effect thereof.
Appears in 1 contract
Increased Cost and Reduced Return. (a) If after the date hereof, a any Change of in Law or compliance by shall:
(i) subject any Bank Lender (or its Lending Office) with to any request or directive Tax (whether or not having the force of lawother than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes, and (C) Connection Income Taxes) with respect to its Eurodollar Loans, its Notes or any Authority:other amounts due under this Agreement or any other Loan Document in respect of its Eurodollar Loans, (except for changes in the basis or rate of (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes); or
(iii) shall impose, modify or deem applicable any reserve, special deposit deposit, compulsory loan, insurance charge or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Eurodollar Loans any such requirement included in an applicable Euro-Dollar Eurodollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Bank and Lender (or its Lending Office); or
(ii) shall impose on any Bank (or its Lending Office) or Office)or on the London interbank market any other condition affecting its Euro-Dollar Eurodollar Loans, its it Notes or its obligation obligations to make Euro-Dollar Eurodollar Loans; and the result of any of the foregoing is to increase the cost to such Bank Lender (or its Lending Office) of making or maintaining any Loan, or to reduce the amount of any sum received or receivable by such Bank Lender (or its Lending Office) under this Agreement or under its Notes any other Loan Document with respect thereto, by an amount deemed by such Bank Lender to be material, then, within 15 days after demand by such Bank Lender (with a copy to the Administrative Agent), the Borrower shall be obligated to pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender for such increased cost or reduction.
(b) If any Bank reasonably shall have determined Lender determines that after the date hereof the adoption any Change in Law affecting such Lender or any lending office of any applicable lawsuch Lender or such Lender’s holding company, rule or regulation if any, regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authorityliquidity requirements, has or would have the effect of reducing the rate of return on such Bank's Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of its obligations hereunder this Agreement, the Commitments of such Lender or the Loans made by such Lender, to a level below that which such Bank Lender or such Lender’s holding company could have achieved but for such adoption, change or compliance Change in Law (taking into consideration such Bank's Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy) by an amount deemed by such Bank to be material), then from time to time, within 15 days after demand by such BankLender (with a copy to the Administrative Agent), the Borrower shall pay to such Bank Lender, as the case may be, such additional amount or amounts as will compensate such Bank Lender or such Lender’s holding company for any such reduction.reduction suffered.
(c) Each Bank will promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section 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 Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank a Lender claiming compensation under this Section Sections 1.11, 10.1, 10.3 and 12.1 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive, provided it has a reasonable basis for claiming compensation, in the absence of manifest errorconclusive if reasonably determined. In determining such amount, such Bank Lender may use any reasonable averaging and attribution methods.
(d) The provisions Failure or delay on the part of any Lender to demand compensation pursuant to this Section 8.03 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions, and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be applicable with respect extended to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon include the circumstances period of such Participant, Assignee or other Transfereeretroactive effect thereof).
Appears in 1 contract
Sources: Credit Agreement (Alpine Income Property Trust, Inc.)
Increased Cost and Reduced Return. (a) ●If after the date hereof, a any Change of in Law or compliance by shall: ●subject any Bank Lender (or its Lending Office) with to any request or directive Tax (whether or not having the force of lawother than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes, and (C) Connection Income Taxes) with respect to its SOFR Loans, its Notes or any Authority:
other amounts due under this Agreement or any other Loan Document in respect of its SOFR Loans, (iexcept for changes in the basis or rate of (A) shall Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes); or ●impose, modify or deem applicable any reserve, special deposit deposit, compulsory loan, insurance charge or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Bank and Lender (or its Lending Office); or
(ii) shall impose on any Bank (or its Lending Office) or Office)or on the London interbank market any other condition affecting its Euro-Dollar SOFR Loans, its it Notes or its obligation obligations to make Euro-Dollar SOFR Loans; and the result of any of the foregoing is to increase the cost to such Bank Lender (or its Lending Office) of making or maintaining any Loan, or to reduce the amount of any sum received or receivable by such Bank Lender (or its Lending Office) under this Agreement or under its Notes any other Loan Document with respect thereto, by an amount deemed by such Bank Lender to be material, then, within 15 days after demand by such Bank Lender (with a copy to the Administrative Agent), the Borrower shall be obligated to pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender for such increased cost or reduction.
(b) . ●If any Bank reasonably shall have determined Lender determines that after the date hereof the adoption any Change in Law affecting such Lender or any lending office of any applicable lawsuch Lender or such Lender’s holding company, rule or regulation if any, regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authorityliquidity requirements, has or would have the effect of reducing the rate of return on such Bank's Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of its obligations hereunder this Agreement, the Commitments of such Lender or the Loans made by such Lender, to a level below that which such Bank Lender or such Lender’s holding company could have achieved but for such adoption, change or compliance Change in Law (taking into consideration such Bank's Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy) by an amount deemed by such Bank to be material), then from time to time, within 15 days after demand by such BankLender (with a copy to the Administrative Agent), the Borrower shall pay to such Bank Lender, as the case may be, such additional amount or amounts as will compensate such Bank Lender or such Lender’s holding company for any such reduction.
(c) Each Bank will promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section 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 Bank, be otherwise disadvantageous to such Bankreduction suffered. ●A certificate of any Bank a Lender claiming compensation under this Section Sections 1.11, 10.1, 10.3 and 12.1 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive, provided it has a reasonable basis for claiming compensation, in the absence of manifest errorconclusive if reasonably determined. In determining such amount, such Bank Lender may use any reasonable averaging and attribution methods.
(d) The provisions . ●Failure or delay on the part of any Lender to demand compensation pursuant to this Section 8.03 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions, and of such ▇▇▇▇▇▇’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be applicable with respect extended to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon include the circumstances period of such Participant, Assignee or other Transfereeretroactive effect thereof).
Appears in 1 contract
Sources: Credit Agreement (Alpine Income Property Trust, Inc.)
Increased Cost and Reduced Return. (a) If If, after the date hereof, a Change the adoption of Law any applicable law, rule, or regulation, or any change in any applicable 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 compliance by any Bank Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any Authoritysuch governmental authority, central bank, or comparable agency:
(i) shall subject such Lender (or its Applicable Lending Office) to any tax, duty, or other charge with respect to any Eurodollar Loans, its Notes, or its obligation to make Eurodollar Loans, or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under this Agreement or its Notes in respect of any Eurodollar Loans (other than taxes imposed on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office);
(ii) shall impose, modify modify, or deem applicable any reserve, special deposit deposit, assessment, or similar requirement (including, without limitation, any such requirement imposed by other than the Board of Governors Reserve Requirement utilized in the determination of the Federal Reserve System, but excluding Eurodollar Rate) relating to any such requirement included in an applicable Euro-Dollar Reserve Percentage) against extensions of credit or other assets of, or any deposits with or for the account other liabilities or commitments of, or credit extended by, any Bank such Lender (or its Applicable Lending Office), including the Commitment of such Lender hereunder; or
(iiiii) shall impose on any Bank such Lender (or its Applicable Lending Office) or on the London interbank market any other condition affecting its Euro-Dollar Loans, this Agreement or its Notes or its obligation to make Euro-Dollar Loansany of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to such Bank Lender (or its Applicable Lending Office) of making making, Converting into, continuing, or maintaining any Loan, Eurodollar Loans or to reduce the amount of any sum received or receivable by such Bank Lender (or its Applicable Lending Office) under this Agreement or under its Notes with respect theretoto any Eurodollar Loans, by an amount deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Agent), the then Borrower shall pay to such Bank Lender on demand such additional amount or amounts as will compensate such Bank Lender for such increased cost or reduction. If any Lender requests compensation by Borrower under this Section 3.2(a), Borrower may, by notice to such Lender (with a copy to Agent), suspend the obligation of such Lender to make or continue Loans of the Type with respect to which such compensation is requested, or to Convert Loans of any other Type into Loans of such Type, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.5 shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested.
(b) If If, after the date hereof, any Bank reasonably Lender shall have determined that after the date hereof the adoption of any applicable law, rule rule, or regulation regarding capital adequacy, adequacy or any change thereintherein or in the interpretation or administration thereof by any governmental authority, central bank, or any change in comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authoritysuch governmental authority, central bank, or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Bank's capital Lender or any corporation controlling such Lender as a consequence of its such Lender's obligations hereunder to a level below that which such Bank Lender or such corporation could have achieved but for such adoption, change change, request, or compliance directive (taking into consideration such Bank's its policies with respect to capital adequacy) by an amount deemed by such Bank to be material), then from time to time, within 15 days after time upon demand by such Bank, the Borrower shall pay to such Bank Lender such additional amount or amounts as will compensate such Bank for such reduction.or
(c) Each Bank will Lender shall promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank Lender to compensation pursuant to this Section and will designate a different Applicable 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 BankLender, be otherwise disadvantageous to such Bankit. A certificate of any Bank Any Lender claiming compensation under this Section shall furnish to Borrower and Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive, provided it has a reasonable basis for claiming compensation, conclusive in the absence of manifest error. In determining such amount, such Bank Lender shall act in good faith and may use any reasonable averaging and attribution methods.
(d) The provisions of this Section 8.03 shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee.
Appears in 1 contract
Increased Cost and Reduced Return. (a) If If, on or after the date hereof, a Change the adoption of Law any applicable law, rule or regulation, or any change in any applicable 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 compliance by any Bank (or its Lending Office) with any request or directive (whether or not having the force of law) made at the Closing Date of any Authority:
(i) such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve, special deposit or similar requirement reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve SystemJapanese Central Bank), but excluding any such special deposit, insurance assessment or similar requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Lending Office); or
(ii) or shall impose on any Bank (or its Lending Office) or on the London interbank market any other condition materially more burdensome in nature, extent or consequence than those in existence as of the Loan Effective Date affecting its Euro-Dollar such Bank's TIBOR Loans, its Notes Note, or its obligation to make Euro-Dollar TIBOR Loans; , and the result of any of the foregoing is to increase the cost to such Bank (or its Lending Office) of making or maintaining any TIBOR Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Lending Office) under this Agreement or under its Notes Note with respect theretoto such TIBOR Loans, by an amount deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Administrative Agent), the each Borrower shall pay to such Bank such additional amount or amounts attributable to the TIBOR Loans made to such Borrower (based upon a reasonable allocation thereof by such Bank to the TIBOR Loans made by such Bank hereunder) as will compensate such Bank for such increased cost or reductionreduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstances.
(b) If any Bank reasonably shall have reasonably determined that that, after the date hereof hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change thereinin 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 compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) made after the Closing Date of any Authoritysuch authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Bank's capital Bank (or its Parent) as a consequence of its such Bank's obligations hereunder to a level below that which such Bank (or its Parent) could have achieved but for such adoption, change change, request or compliance directive (taking into consideration such Bank's its policies with respect to capital adequacy) by an amount reasonably deemed by such Bank to be material, then from time to time, within 15 days after demand by such BankBank (with a copy to the Administrative Agent), the each Borrower shall pay to such Bank such additional amount or amounts attributable to the TIBOR Loans made to such Borrower as will compensate such Bank (or its Parent) for such reductionreduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstances.
(c) Each Bank will promptly notify the Borrower AMB LP and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section 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 reasonable judgment of such Bank, be otherwise disadvantageous to such Bank. If such Bank shall fail to notify AMB LP of any such event within ninety (90) days following the end of the month during which such event occurred, then the applicable Borrower's and Guarantor's liability for any amounts described in this Section incurred by such Bank as a result of such event shall be limited to those attributable to the period occurring subsequent to the ninetieth (90th) day prior to, but excluding, the date upon which such Bank actually notified AMB LP of the occurrence of such event. A certificate of any Bank claiming compensation under this Section and setting forth a reasonably detailed calculation of the additional amount or amounts to be paid to it hereunder shall be conclusive, provided it has a reasonable basis for claiming compensation, conclusive in the absence of manifest demonstrable error. In determining such amount, such Bank may use any reasonable averaging and attribution methods.
(d) The provisions of If at any time, any Bank shall be owed amounts pursuant to this Section 8.03 8.3, AMB LP shall be applicable with respect to any Participanthave the right, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee.five
Appears in 1 contract
Increased Cost and Reduced Return. (a) If If, after the date hereof, a Change the adoption of Law any Applicable Law, rule, or regulation, or any change in any Applicable Law, or any change in the interpretation or administration thereof by any Governmental Authority, or compliance by any Bank Lender (or its applicable Lending Office) with any request or directive (whether or not having the force of law) of any Authority:such Governmental Authority (each a “Change in Law”):
(i) shall impose, modify modify, or deem applicable any reserve, special deposit deposit, assessment, compulsory loan, insurance charge, or similar requirement (including, without limitation, any such requirement imposed by other than the Board of Governors Reserve Requirement utilized in the determination of the Federal Reserve System, but excluding Adjusted Eurodollar Rate) relating to any such requirement included in an applicable Euro-Dollar Reserve Percentage) against extensions of credit or other assets of, or any deposits with or for the account other liabilities, or participations of, or credit extended by, any Bank Lender (or its applicable Lending Office); or
(ii) shall impose on any Bank Lender (or its applicable Lending Office) or on the London interbank market any other condition condition, cost, or expense affecting its Euro-Dollar Loansthe Loan Documents, its Notes Eurodollar Loans made by such Lender, or its obligation to make Euro-Dollar Loans; any LC or participation in an Existing LC, (excluding Taxes, which are addressed in Section 4.6);
(iii) and the result of any of the foregoing is to increase the cost to such Bank Lender (or its applicable Lending Office) of making Converting into, Continuing, or maintaining any Loan, Eurodollar Loans (or to maintain any Existing LC) or to reduce the amount of any sum received or receivable by such Bank Lender (or its applicable Lending Office) under this Agreement or under its Notes the Loan Documents with respect theretoto any Eurodollar Loans, by an amount deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Agent), the then Borrower shall pay to such Bank Lender on demand such additional amount or amounts as will compensate such Bank Lender for such increased cost or reduction. If any Lender requests compensation by Borrower under this Section 4.1(a), Borrower may, by notice to such Lender (with a copy to Administrative Agent), suspend the obligation of such Lender to Continue Loans of the Type with respect to which such compensation is requested, or to Convert Loans of any other Type into Loans of such Type, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 shall be applicable); provided that, such suspension shall not affect the right of such Lender to receive the compensation so requested.
(b) If any Bank reasonably shall have determined that If, after the date hereof the adoption of hereof, any applicable law, rule or regulation regarding capital adequacy, or Lender determines that any change therein, or any change Change in the interpretation or administration thereof, or compliance by any Bank Law affecting such Lender (or its applicable Lending Office) with any request or directive such Lender’s holding company, if any, regarding capital adequacy (whether or not having the force of law) of any Authority, has or would have the effect of reducing the rate of return on the capital of such Bank's capital Lender or such Lender’s holding company as a consequence of its such Lender’s obligations hereunder to a level below that which such Bank Lender or such Lender’s holding company could have achieved but for such adoption, change or compliance Change in Law (taking into consideration such Bank's Lender’s or its holding company’s policies with respect to capital adequacy) by an amount deemed by such Bank to be material), then from time to time, within 15 days after time upon demand by such Bank, the Borrower shall pay to such Bank Lender or such Lender’s holding company such additional amount or amounts as will compensate such Bank Lender for such reduction.
(c) Each Bank will Lender shall 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 Bank Lender to compensation pursuant to this Section 4.1 and will designate a different applicable 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 BankLender, be otherwise disadvantageous to such Bankit. A certificate of any Bank Any Lender claiming compensation under this Section 4.1 shall furnish to Borrower and Administrative Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive, provided it has a reasonable basis for claiming compensation, conclusive in the absence of manifest error. In determining such amount, such Bank Lender may use any reasonable averaging and attribution methods.
(d) The provisions Failure or delay on the part of any Lender to demand compensation pursuant to this Section 8.03 4.1 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that Borrower shall not be required to compensate a Lender pursuant to this Section 4.1 for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender notifies Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine (9)-month period referred to above shall be applicable with respect extended to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon include the circumstances period of such Participant, Assignee or other Transfereeretroactive effect thereof).
Appears in 1 contract
Increased Cost and Reduced Return. (a) If If, after the date hereof, a Change the adoption of Law any applicable law, rule, or regulation, or any change in any applicable 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 compliance by any Bank Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any Authoritysuch governmental authority, central bank, or comparable agency:
(i) shall subject such Lender (or its Applicable Lending Office) to any tax, duty, or other charge with respect to any Eurodollar Rate Loans, its Note, or its obligation to make Eurodollar Rate Loans, or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under this Agreement or its Note in respect of any Eurodollar Rate Loans (other than taxes imposed on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office);
(ii) shall impose, modify modify, or deem applicable any reserve, special deposit deposit, assessment, or similar requirement (including, without limitation, any such requirement imposed by other than the Board of Governors Reserve Requirement utilized in the determination of the Federal Reserve System, but excluding Eurodollar Rate) relating to any such requirement included in an applicable Euro-Dollar Reserve Percentage) against extensions of credit or other assets of, or any deposits with or for the account other liabilities or commitments of, or credit extended by, any Bank such Lender (or its Applicable Lending Office), including the Short Term Credit Commitment of such Lender hereunder; or
(iiiii) shall impose on any Bank such Lender (or its Applicable Lending Office) or on the London interbank market any other condition affecting its Euro-Dollar Loans, its Notes this Agreement or its obligation to make Euro-Dollar LoansNote or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to such Bank Lender (or its Applicable Lending Office) of making making, Converting into, Continuing, or maintaining any Loan, Eurodollar Rate Loans or to reduce the amount of any sum received or receivable by such Bank Lender (or its Applicable Lending Office) under this Agreement or under its Notes Note with respect theretoto any Eurodollar Rate Loans, then the Borrower shall pay to such Lender on demand such amount or amounts as will compensate such Lender for such increased cost or reduction; provided that no Lender will be entitled to any compensation for any such increased cost or reduction if demand for payment thereof is made by such Lender more than 180 days after the occurrence of the circumstances giving rise to such claim. If any Lender requests compensation by the Borrower under this Section 4.1(a), the Borrower may, by an amount deemed by notice to such Bank to be material, then, within 15 days after demand by such Bank Lender (with a copy to the Agent), suspend the Borrower shall pay obligation of such Lender to make or Continue Loans of the Type with respect to which such compensation is requested, or to Convert Loans of any other Type into Loans of such Type, until the event or condition giving rise to such Bank request ceases to be in effect (in which case the provisions of Section 4.4 shall be applicable); provided that such additional amount or amounts as will compensate suspension shall not affect the right of such Bank for such increased cost or reductionLender to receive the compensation so requested.
(b) If If, after the date hereof, any Bank reasonably Lender shall have determined that after the date hereof the adoption of any applicable law, rule rule, or regulation regarding capital adequacy, adequacy or any change thereintherein or in the interpretation or administration thereof by any governmental authority, central bank, or any change in comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authoritysuch governmental authority, central bank, or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Bank's capital Lender or any corporation controlling such Lender as a consequence of its such Lender's obligations hereunder to a level below that which such Bank Lender or such corporation could have achieved but for such adoption, change change, request, or compliance directive (taking into consideration such Bank's its policies with respect to capital adequacy) by an amount deemed by such Bank to be material), then from time to time, within 15 days after time upon demand by such Bank, the Borrower shall pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender for such reduction.
(c) Each Bank will Lender shall promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank Lender to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such BankLender, be otherwise disadvantageous to such Bankit. A certificate of any Bank Any Lender claiming compensation under this Section shall furnish to the Borrower and the Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive, provided it has a reasonable basis for claiming compensation, conclusive in the absence of manifest error. In determining such amount, such Bank Lender may use any reasonable averaging and attribution methodsmethods that such Lender uses for its customers that are similarly situated to the Borrower.
(d) The provisions of this Section 8.03 shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee.
Appears in 1 contract
Increased Cost and Reduced Return. (a) If If, on or after the date hereof, a Change in the case of Law any Loan or any obligation to make Loans, the adoption of any applicable law, rule or regulation, or any change in any applicable 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 compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any Authoritysuch authority, central bank or comparable agency shall:
(i) shall impose, modify or deem applicable any reserve, special deposit or similar requirement reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve Systemor any similar Governmental Authority, but excluding with respect to any Euro-Currency Loan any such requirement included in an applicable Euro-Dollar Currency Reserve Percentage) ), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office); ) or
(ii) shall impose on any Bank (or its Applicable Lending Office) or on the London interbank market any other condition affecting its Euro-Dollar Currency Loans, its Notes Note or its obligation to make Euro-Dollar Currency Loans; and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any Euro-Currency Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Notes Note with respect thereto, by an amount deemed by such Bank to be material, then, within 15 30 days after demand by such Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction; provided that the Borrower shall not be obligated to compensate such Bank for any increased cost or reduction incurred more than 60 days prior to the receipt by the Borrower from such Bank of the notice contemplated by subsection (c) below. The Banks acknowledge and agree that this subsection (a) creates no right to demand payment of additional amounts in respect of laws, rules and regulations, as in effect and interpreted and administered on the date hereof.
(b) If any Bank reasonably shall have determined that that, after the date hereof hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change thereinin 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 compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authoritysuch authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Bank's capital Bank (or its Parent) as a consequence of its such Bank’s obligations hereunder to a level below that which such Bank (or its Parent) could have achieved but for such adoption, change change, request or compliance directive (taking into consideration such Bank's its policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time, within 15 30 days after demand by such BankBank (with a copy to the Administrative Agent), the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank (or its Parent) for such reduction; provided that the Borrower shall not be obligated to compensate such Bank for any reduction incurred more than 60 days prior to the receipt by the Borrower from such Bank of the notice contemplated by subsection (c) below. The Banks acknowledge and agree that this subsection (b) creates no right to demand payment of additional amounts in respect of laws, rules and regulations regarding capital adequacy as in effect and interpreted and administered on the date hereof.
(c) Each Bank will promptly notify the Borrower and the Administrative Agent within 90 days of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section and will designate a different Applicable 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 Bank, be otherwise disadvantageous to such Bank; provided that if a Bank shall not have so notified the Borrower within 90 days of such event, such Bank may not seek compensation for any period beginning prior to the date upon which the Borrower is notified of such event. A certificate of any Bank claiming compensation under this Section and setting forth the calculation of the additional amount or amounts to be paid to it hereunder shall be conclusive, provided it has a reasonable basis for claiming compensation, conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods.
(d) The provisions of this Section 8.03 shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee.
Appears in 1 contract
Increased Cost and Reduced Return. (a) If If, on or after the date hereofhereof in the case of Loans made pursuant to Section 2.1, a Change the adoption of Law any applicable law, rule or regulation, or any change in any applicable 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 compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) made after the Closing Date of any Authority:
(i) such authority, central bank or comparable agency, shall impose, modify or deem applicable any reserve, special deposit or similar requirement reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, Board (but excluding with respect to any Euro-Dollar Loan any such requirement included to the extent reflected in an applicable Euro-Dollar Reserve Percentage) )), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office); or
(ii) or shall impose on any Bank (or its Applicable Lending Office) or on the London interbank market any other condition materially more burdensome in nature, extent or consequence than those in existence as of the Closing Date affecting its such Bank’s Euro-Dollar Loans, its Notes Note, or its obligation to make Euro-Dollar Loans; , and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Notes Note with respect theretoto such Euro-Dollar Loans, by an amount deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Bank such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the Euro-Dollar Loans made by such Bank hereunder) as will compensate such Bank for such increased cost or reductionreduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstances.
(b) If any Bank reasonably shall have reasonably determined that that, after the date hereof hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change thereinin any law, rule or regulation regarding capital adequacy, 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 compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) made after the Closing Date of any Authoritysuch authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Bank's capital Bank (or its Parent) as a consequence of its such Bank’s obligations hereunder to a level below that which such Bank (or its Parent) could have achieved but for such adoption, change change, request or compliance directive (taking into consideration such Bank's its policies with respect to capital adequacy) by an amount reasonably deemed by such Bank to be material, then from time to time, within 15 days after demand by such BankBank (with a copy to the Administrative Agent), the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank (or its Parent) for such reductionreduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstances.
(c) Each Bank 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 Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Bank, be otherwise disadvantageous to such Bank. If such Bank shall fail to notify Borrower of any such event within 90 days following the end of the month during which such event occurred, then Borrower’s liability for any amounts described in this Section incurred by such Bank as a result of such event shall be limited to those attributable to the period occurring subsequent to the ninetieth (90th) day prior to the date upon which such Bank actually notified Borrower of the occurrence of such event. A certificate of any Bank claiming compensation under this Section and setting forth a reasonably detailed calculation of the additional amount or amounts to be paid to it hereunder shall be conclusive, provided it has a reasonable basis for claiming compensation, conclusive in the absence of manifest demonstrable error. In determining such amount, such Bank may use any reasonable averaging and attribution methods.
(d) The provisions of If at any time, any Bank shall be owed amounts pursuant to this Section 8.03 8.3, the Borrower shall have the right, upon five (5) Domestic Business Day’s notice to the Administrative Agent to either (x) cause a bank, reasonably acceptable to the Administrative Agent, to offer to purchase the Commitments of such Bank for an amount equal to such Bank’s outstanding Loans and all amounts due such Bank hereunder (including, without limitation, interest, Facility Fees, Unused Fees, Upfront Fees and all amounts payable pursuant to Section 2.13 and this Section 8.3), and to become a Bank hereunder, or to obtain the agreement of one or more existing Banks to offer to purchase the Commitments of such Bank for such amount, which offer such Bank is hereby required to accept, or (y) to repay in full all Loans then outstanding of such Bank, together with interest thereon, Facility Fees, Unused Fees, Upfront Fees and all other amounts due such Bank hereunder (including, without limitation, amounts payable pursuant to Section 2.13 and this Section 8.3), upon which event, such Bank’s Commitment shall be applicable with respect deemed to any Participantbe cancelled pursuant to Section 2.11(e). Any Bank subject to this Section 8.3(d) shall retain the benefits of Sections 8.3, Assignee 8.4 and 9.3 for the period prior to such purchase or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transfereecancellation.
Appears in 1 contract
Increased Cost and Reduced Return. (a) If If, after the date hereof, a Change the adoption of Law any applicable Law, rule, or regulation, or any change in any applicable 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 compliance by any Bank (or its Lending Office) Lender Party with any request or directive (whether or not having the force of lawLaw) of any Authoritysuch governmental authority, central bank, or comparable agency:
(i) shall subject such Lender Party to any tax, duty, or other charge with respect to any Loans, its Note, or its obligation to make Loans, or change the basis of taxation of any amounts payable to such Lender Party under this Agreement or its Note in respect of any Loans or Letters of Credit (other than taxes imposed on the overall net income of such Lender Party by the jurisdiction in which such Lender Party has its principal office;
(ii) shall impose, modify modify, or deem applicable any reserve, special deposit deposit, assessment, or similar requirement (including, without limitation, any such requirement imposed by other than the Board of Governors Reserve Requirement utilized in the determination of the Federal Reserve System, but excluding Adjusted Eurodollar Rate) relating to any such requirement included in an applicable Euro-Dollar Reserve Percentage) against extensions of credit or other assets of, or any deposits with or for the account other liabilities or commitments of, or credit extended bysuch Lender Party, any Bank (or its Lending Office)including the commitments of such Lender Party hereunder; or
(iiiii) shall impose on any Bank (such Lender Party or its Lending Office) or on the London interbank market any other condition affecting its Euro-Dollar Loans, this Agreement or its Notes or its obligation to make Euro-Dollar Loansany of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to such Bank (or its Lending Office) Lender Party of making making, converting into, continuing, or maintaining any Loan, Eurodollar Rate Loans or to reduce the amount of any sum received or receivable by such Bank Lender Party within fifteen (or its Lending Office15) days after demand therefor, under this Agreement or under its Notes with respect theretoto any Eurodollar Rate Loans, by an amount deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Agent), the then Borrower shall pay to such Bank Lender Party such additional amount or amounts as will compensate such Bank Lender Party for such increased cost or reduction. If any Lender Party requests compensation by Borrower under this Section 3.5(a), Borrower may, by notice to such Lender Party (with a copy to Agent), suspend the obligation of such Lender Party to make or continue Loans of the Type with respect to which such compensation is requested, or to convert Loans of such Type into Loans of any other Type, until the event or condition giving rise to such request ceases to be in effect; provided that such suspension shall not affect the right of such Lender Party to receive the compensation so requested.
(b) If If, after the date hereof, LC Issuer or any Bank reasonably Lender Party shall have determined that after the date hereof the adoption of any applicable lawLaw, rule rule, or regulation regarding capital adequacy, adequacy or any change thereintherein or in the interpretation or administration thereof by any governmental authority, central bank, or any change in comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of lawLaw) of any Authoritysuch governmental authority, central bank, or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Bank's capital Lender Party or any corporation controlling such Lender Party as a consequence the obligations of its obligations LC Issuer or such Lender Party hereunder to a level below that which such Bank Lender Party or such corporation could have achieved but for such adoption, change change, request, or compliance directive (taking into consideration such Bank's its policies with respect to capital adequacy) by an amount deemed by such Bank to be material), then from time to time, within 15 days after time upon demand by such Bank, the Borrower shall pay to LC Issuer or such Bank Lender Party such additional amount or amounts as will compensate LC Issuer or such Bank Lender Party for such reduction, but only to the extent that such Lender Party has not been compensated therefor by any increase in the Adjusted Eurodollar Rate.
(c) Each Bank will LC Issuer and each Lender Party shall promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle LC Issuer or such Bank Lender Party to compensation pursuant to this Section and will designate a different Lending Office if such designation will avoid the need for, Section. LC Issuer or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank Lender Party claiming compensation under this Section shall furnish to Borrower and Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive, provided it has a reasonable basis for claiming compensation, conclusive in the absence of manifest error. In determining such amount, LC Issuer or such Bank Lender Party shall act in good faith and may use any reasonable averaging and attribution methods.
(d) The provisions of this Section 8.03 shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee.
Appears in 1 contract
Increased Cost and Reduced Return. (a) If If, on or after the date hereof, a Change the adoption of Law any applicable law, rule or regulation, or any change in any applicable 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 compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) made after the Closing Date of any Authority:
(i) such authority, central bank or comparable agency, shall impose, modify or deem applicable any reserve, special deposit or similar requirement reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, System (but excluding with respect to any Euro-Currency Loan any such requirement included reflected in an applicable Euro-Dollar Currency Reserve Percentage) )), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office); or
(ii) or shall impose on any Bank (or its Applicable Lending Office) or on the London interbank market any other condition materially more burdensome in nature, extent or consequence than those in existence as of the date hereof affecting its such Bank’s Euro-Dollar Loans, its Notes Currency Loans or its obligation to make Euro-Dollar Currency Loans; , and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any Euro-Currency Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Notes Note with respect theretoto such Euro-Currency Loans, by an amount deemed reasonable determined by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Bank such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the Euro-Currency Loans made by such Bank hereunder) as will compensate such Bank for such increased cost or reductionreduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstances.
(b) If any Bank reasonably shall have reasonably determined that that, after the date hereof hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change thereinin 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 compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) made after the Closing Date of any Authoritysuch authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Bank's capital Bank (or its Parent) as a consequence of its such Bank’s obligations hereunder to a level below that which such Bank (or its Parent) could have achieved but for such adoption, change change, request or compliance directive (taking into consideration such Bank's its policies with respect to capital adequacy) by an amount reasonably deemed by such Bank to be material, then from time to time, within 15 days after demand by such BankBank (with a copy to the Administrative Agent), the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank (or its Parent) for such reductionreduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstances.
(c) Each Bank 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 Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Bank, be otherwise disadvantageous to such Bank. Notwithstanding the foregoing, if such Bank shall fail to notify the Borrower of any such event within ninety (90) days following the end of the month during which such event occurred, then the Borrower’s liability for any amounts described in this Section incurred by such Bank as a result of such event shall be limited to those attributable to the period occurring subsequent to the ninetieth (90th) day prior to, but excluding, the date upon which such Bank actually notified the Borrower of the occurrence of such event. A certificate of any Bank claiming compensation under this Section and setting forth a reasonably detailed calculation of the additional amount or amounts to be paid to it hereunder shall be conclusive, provided it has a reasonable basis for claiming compensation, conclusive in the absence of manifest demonstrable error. In determining such amount, such Bank may use any reasonable averaging and attribution methods.
(d) The provisions of If at any time, any Bank has demanded compensation pursuant to this Section 8.03 8.3, the Borrower shall have the right, upon five (5) Business Day’s notice to the Administrative Agent to either (x) cause a Qualified Institution, reasonably acceptable to the Administrative Agent, to offer to purchase the Commitments of such Bank for an amount equal to such Bank’s outstanding Loans plus accrued interest, fees and other amounts due to such Bank, and to become a Bank hereunder, or to obtain the agreement of one or more existing Banks to offer to purchase the Commitments of such Bank for such amount, which offer such Bank is hereby required to accept, or (y) to repay in full all Loans then outstanding of such Bank, together with interest and all other amounts due thereon, upon which event, such Bank’s Commitment shall be applicable with respect deemed to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transfereecanceled pursuant to Section 2.9(c).
Appears in 1 contract
Increased Cost and Reduced Return. (a) If after the date hereof, a Change of Law or compliance by any Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any Authority:
(i) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Lending Office); or
(ii) shall impose on any Bank (or its Lending Office) or on the London interbank market any other condition affecting its Euro-Dollar Loans, its Notes or its obligation to make Euro-Dollar Loans; and the result of any of the foregoing is to increase the cost to such Bank (or its Lending Office) of making or maintaining any Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Lending Office) under this Agreement or under its Notes with respect thereto, by an amount deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Agent), the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction.
(b) If any Bank reasonably shall have determined that after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, has or would have the effect of reducing the rate of return on such Bank's capital as a consequence of its obligations hereunder to a level below that which such Bank could have achieved but for such adoption, change or compliance (taking into consideration such Bank's policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time, within 15 days after demand by such Bank, the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such reduction.
(c) Each Bank will promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section 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 Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive, provided it has a reasonable basis for claiming compensation, in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods.
(d) The provisions of this Section 8.03 shall (i) be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee, and (ii) constitute a continuing agreement and shall survive the termination of this Agreement and the payment in full or cancellation of the Notes, provided that any Change of Law or other incident, condition or occurrence covered by this Section 8.03 shall have transpired prior to such termination of this Agreement and the payment in full or cancellation of the Notes.
Appears in 1 contract
Increased Cost and Reduced Return. (a) If on or after the date hereofof this Agreement, a Change the adoption of Law any applicable law, rule or regulation, or any change in any applicable 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 compliance by any Bank Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any Authority:
(i) such authority, central bank or comparable agency, shall impose, modify or deem applicable any reserve, special deposit or similar requirement reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Currency Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage) with respect to which such Lender is entitled to compensation during the relevant Interest Period under Section 2.14), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank such Lender (or its Applicable Lending Office); or
(ii) or shall impose on any Bank Lender (or its Applicable Lending Office) or on the London interbank market any other condition affecting its Euro-Dollar Currency Loans, its Notes Note(s) or its obligation to make Euro-Dollar Loans; Currency Loans or its obligations hereunder in respect of Letters of Credit and the result of any of the foregoing is to increase the cost to such Bank Lender (or its Applicable Lending Office) of making or maintaining any LoanEuro-Currency Loan or of issuing or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by such Bank Lender (or its Applicable Lending Office) under this Agreement or under its Notes Note(s) with respect thereto, by an amount deemed by such Bank Lender to be material, then, within 15 days after demand by such Bank Lender (with a copy to the Administrative Agent), the Borrower Company shall pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender for such increased cost or reduction.
(b) If any Bank reasonably Lender shall have determined that that, after the date hereof of this Agreement, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change thereinin 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 compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authoritysuch authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Bank's capital Lender (or its Parent) as a consequence of its such Lender’s obligations hereunder to a level below that which such Bank Lender (or its Parent) could have achieved but for such adoption, change change, request or compliance directive (taking into consideration such Bank's its policies with respect to capital adequacy) by an amount deemed by such Bank Lender to be material, then from time to time, within 15 days after demand by such BankLender (with a copy to the Administrative Agent), the Borrower Company shall pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender (or its Parent) for such reduction.
(c) Each Bank Lender will promptly notify the Borrower Company and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank Lender to compensation pursuant to this Section 8.03 and will designate a different Applicable 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 BankLender, be otherwise disadvantageous to such BankLender. A certificate of any Bank Lender claiming compensation under this Section 8.03 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive, provided it has a reasonable basis for claiming compensation, conclusive in the absence of manifest error. In determining such amount, such Bank Lender may use any reasonable averaging and attribution methods.
(d) The provisions of this Section 8.03 shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee.
Appears in 1 contract
Increased Cost and Reduced Return. (a) If on or after (x) the date hereof, a Change in the case of Law any Committed Euro-Dollar Loan or Letter of Credit or any obligation to make Committed Euro-Dollar Loans or issue or participate in Letters of Credit or (y) the date of the related Competitive Bid Quote, in the case of any Competitive Bid Loan, the adoption of any applicable law, rule or regulation, or any change therein, 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 compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any Authority:
(i) such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve, compulsory loan, special deposit deposit, insurance assessment or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve SystemBoard, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentagewith respect to which such Bank is entitled to compensation during the relevant Interest Period under Section 2.16) against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office); or
(ii) or shall impose on any Bank (or its Applicable Lending Office) or on the London interbank market any other condition condition, cost or expense (other than Taxes) affecting its Euro-Dollar LoansFixed Rate Loans or the Letters of Credit, its Notes Note evidencing Fixed Rate Loans or its obligation to make Euro-Dollar Loans; Fixed Rate Loans or its obligations hereunder in respect to Letters of Credit and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making making, continuing, converting to or maintaining any LoanFixed Rate Loan or Letter of Credit, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Notes Note with respect thereto, by an amount deemed by such Bank to be material, then, within 15 30 days after demand by such Bank (with a copy to the Servicing Agent), the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction; provided that the Borrower shall not be required to compensate a Bank pursuant to this Section 8.03(a) for any increased costs or reductions incurred more than 180 days prior to the date that such Bank notifies the Borrower and the Servicing Agent of the event described in this Section 8.03(a) that gives rise to such increased cost or reduction and of such Bank’s intention to claim compensation therefor, and provided further that if the event giving rise to such increased cost or reduction is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.
(b) If any Bank reasonably shall have determined that that, after the date hereof hereof, the adoption of any applicable law, rule or regulation regarding capital adequacyadequacy or liquidity requirements, or any change therein, 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 compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) of any Authoritysuch authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Bank's capital Bank (or its Parent) as a consequence of its such Bank’s obligations hereunder to a level below that which such Bank (or its Parent) could have achieved but for such adoption, change change, request or compliance directive (taking into consideration such Bank's its policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time, within 15 30 days after demand by such BankBank (with a copy to the Servicing Agent), the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank (or its Parent) for such reduction; provided that the Borrower shall not be required to compensate a Bank pursuant to this Section 8.03(b) for any reductions incurred more than 180 days prior to the date that such Bank so notifies the Borrower and the Servicing Agent of the event described in this Section 8.03(b) that gives rise to such reduction and of such Bank’s intention to claim compensation therefor, and provided further that if the event giving rise to such increased cost or reduction is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.
(c) Each Bank will promptly notify the Borrower and the Servicing Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section 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 Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive, provided it has a reasonable basis for claiming compensation, conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods.
(d) The provisions For the avoidance of doubt, this Section 8.03 shall be applicable apply to all rules, guidelines or directives concerning capital adequacy issued in connection with respect the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all rules, guidelines or directives concerning capital adequacy promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States financial regulatory authorities, in each case pursuant to any ParticipantBasel III, Assignee regardless of the date adopted, issued, promulgated or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transfereeimplemented.
Appears in 1 contract
Sources: Credit Agreement (Clorox Co /De/)
Increased Cost and Reduced Return. (a) If If, after the date hereof, a Change the adoption of Law any applicable law, rule, or regulation, or any change in any applicable 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 compliance by any Bank Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank, or comparable agency:
(i) shall subject such Lender (or its Applicable Lending Office) to any tax, duty, or other charge with respect to any Eurodollar Rate Loans, its Note, or its obligation to make Eurodollar Rate Loans, or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under this Agreement or its Note in respect of any Eurodollar Rate Loans (other than taxes imposed on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office);
(ii) shall impose, modify modify, or deem applicable any reserve, special deposit deposit, assessment or similar requirement (including, without limitation, any such requirement imposed by other than the Board of Governors Reserve Requirement utilized in the determination of the Federal Reserve System, but excluding Eurodollar Rate) relating to any such requirement included in an applicable Euro-Dollar Reserve Percentage) against extensions of credit or other assets of, or any deposits with or for the account other liabilities or commitments of, or credit extended by, any Bank such Lender (or its Applicable Lending Office), including Revolving Credit Commitment of such Lender hereunder; or
(iiiii) shall impose on any Bank such Lender (or its Applicable Lending Office) or on the London interbank market any other condition affecting its Euro-Dollar Loans, its Notes this Agreement or its obligation to make Euro-Dollar LoansNote or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to such Bank Lender (or its Applicable Lending Office) of making making, Converting into, Continuing, or maintaining any Loan, Loans or to reduce the amount of any sum received or receivable by such Bank Lender (or its Applicable Lending Office) under this Agreement or under its Notes Note with respect theretoto any Eurodollar Rate Loans, by an amount deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Agent), then the Borrower shall pay to such Bank Lender on demand such additional amount or amounts as will compensate such Bank Lender for such increased cost or reduction. If any Lender requests compensation by the Borrower under this Section 5.1(a), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue Loans of the Type with respect to which such compensation is requested, or to Convert Loans of any other Type into Loans of such Type, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 5.4 shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested.
(b) If If, after the date hereof, any Bank reasonably Lender shall have determined that after the date hereof the adoption of any applicable law, rule rule, or regulation regarding capital adequacy, adequacy or any change thereintherein or in the interpretation or administration thereof by any Governmental Authority, central bank, or any change in comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank, or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Bank's capital Lender or any corporation controlling such Lender as a consequence of its such Lender's obligations hereunder to a level below that which such Bank Lender or such corporation could have achieved but for such adoption, change change, request, or compliance directive (taking into consideration such Bank's its policies with respect to capital adequacy) by an amount deemed by such Bank to be material), then from time to time, within 15 days after time upon demand by such Bank, the Borrower shall pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender for such reductionreduction suffered.
(c) Each Bank will Lender shall 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 Bank Lender to compensation pursuant to this Section 5.1 and will designate a different Applicable 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 BankLender, be otherwise disadvantageous to such Bankit. A certificate of any Bank Any Lender claiming compensation under this Section 5.1 shall furnish to the Borrower and the Administrative Agent a statement setting forth the nature of the change giving rise to the compensation requested and the calculations, in reasonable detail, setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive, provided it has a reasonable basis for claiming compensation, conclusive in the absence of manifest error. In determining such amount, such Bank Lender may use any reasonable averaging and attribution methods.
(d) Failure or delay on the part of any Lender or the L/C Issuer to demand compensation pursuant to the foregoing provisions of this Section shall not constitute a waiver of such Lender's or the L/C Issuer's right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender or the L/C Issuer pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than one hundred eighty (180) days prior to the date that such Lender or the L/C Issuer, as the case may be, notifies the Borrower of such adoption of or change in law giving rise to such increased costs or reductions and of such Lender's or the L/C Issuer's intention to claim compensation therefor (except that, if such adoption of or change in law giving rise to such increased costs or reductions is retroactive, then the one hundred eighty (180) day period referred to above shall be extended to include the period of retroactive effect thereof).
(e) The provisions of this Section 8.03 5.1 shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon continue in effect notwithstanding the circumstances of such Participant, Assignee or other TransfereeFacility Termination Date.
Appears in 1 contract
Increased Cost and Reduced Return. (a) If If, on or after the date hereof, a Change the adoption of Law any applicable law, rule or regulation, or any change in any applicable 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 compliance by any Bank Lender (or its LIBOR Lending Office) with any request or directive (whether or not having the force of law) of any such Governmental Authority:
(i) , central bank or comparable agency shall impose, modify or deem applicable any reserve, special deposit or similar requirement reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, (but excluding with respect to any such requirement included reflected in an applicable Euro-Dollar Reserve Percentage) the then effective LIBOR Rate)), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank Lender (or its LIBOR Lending Office); or
(ii) or shall impose on any Bank Lender (or its LIBOR Lending Office) or on the London interbank market any other condition affecting its Euro-Dollar Loansany loan bearing interest at the LIBOR Rate, its Notes or its obligation to make Euro-Dollar Loans; and the result of any of the foregoing is to increase the cost to such Bank Lender (or its LIBOR Lending Office) of making or maintaining any Loanthe Loan at the LIBOR Rate, or to reduce the amount of any sum received or receivable by such Bank Lender (or its LIBOR Lending Office) under this Agreement or under its Notes Note with respect thereto, by an amount deemed by such Bank Lender to be material, then, within 15 fifteen (15) days after demand by such Bank (with a copy to the Agent)Lender, the Borrower shall pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender for such increased cost or reduction.
(b) If any Bank reasonably Lender shall have determined that that, after the date hereof hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, Capital Adequacy Rule has or would have the effect of reducing the rate of return on such Bank's capital of Lender (or its parent) as a consequence of its obligations Lend▇▇'▇ ▇bligations hereunder to a level below that which such Bank Lender (or its Parent) could have achieved but for such adoption, change change, request or compliance directive (taking into consideration such Bank's its policies with respect to capital adequacy) by an amount deemed by such Bank Lender to be material, then from time to time, within 15 fifteen (15) days after demand by such BankLend▇▇, the Borrower ▇▇rrower shall pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender (or its Parent) for such reduction.
(c) Each Bank Lender will promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank the Lender to compensation pursuant to this Section 2.4 and will designate a different LIBOR Lending Office if such designation will avoid the need for, or reduce the amount of, of such compensation and will not, in the judgment of such BankLender, be otherwise disadvantageous to such BankLender. A certificate of any Bank Lender claiming compensation under this either Section 2.4(a) or 2.4(b) and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive, provided it has a reasonable basis for claiming compensation, conclusive in the absence of manifest error. In determining such amount, such Bank may use ; provided that any reasonable averaging and attribution methods.
(d) The provisions of certificate delivered by Lender pursuant to this Section 8.03 2.4(c) shall be applicable with (i) in the case of a certificate in respect of amounts payable pursuant to any ParticipantSection 2.4(a), Assignee or other Transfereeset forth in reasonable detail the basis for and the calculation of such amounts, and (ii) in the case of a certificate in respect of amounts payable pursuant to Section 2.4(b), (A) set forth at least the same amount of detail in respect of the calculation of such amount as Lender provides in similar circumstances to other similarly situated borrowers from Lender, and (B) include a statement by Lender that it has allocated to the Loan a proportionately equal amount of any calculations required reduction of the rate of return on Lender's capital due to a Capital Adequacy Rule as it has allocated to each of its other outstanding loans that are effected similarly by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee.Capital
Appears in 1 contract
Sources: Promissory Note (First Union Real Estate Equity & Mortgage Investments)
Increased Cost and Reduced Return. (a) If If, on or after the date hereof, a Change the adoption of Law any applicable law, rule or regulation, or any change in any applicable 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 compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) made after the Closing Date of any Authority:
such authority, central bank or comparable agency, (i) shall subject any Bank to any tax on its capital reserves (or any similar tax) with respect to this Agreement or any Eurodollar Loan made by it (except for Non-Excluded Taxes and Other Taxes covered by Section 8.4 and changes in the rate of tax on the overall net income or profits of such Lender); (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, System (but excluding with respect to any Eurodollar Loan any such requirement included reflected in an applicable Euro-Dollar Eurodollar Reserve Percentage) )), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office); or
) or (iiiii) shall impose on any Bank (or its Applicable Lending Office) or on the London interbank market any other condition materially more burdensome in nature, extent or consequence than those in existence as of the date hereof affecting its Euro-Dollar Loans, its Notes such Bank’s Eurodollar Loans or its obligation to make Euro-Dollar Eurodollar Loans; , and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any Eurodollar Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Notes Note with respect theretoto such Eurodollar Loans, by an amount deemed reasonable determined by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Bank such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the Eurodollar Loans made by such Bank hereunder) as will compensate such Bank for such increased cost or reductionreduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstances; provided however, that notwithstanding anything herein to the contrary, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and Basel III all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be deemed to be a change in law, regardless of the date enacted, adopted or issued.
(b) If any Bank reasonably shall have reasonably determined that that, after the date hereof hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change thereinin 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 compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) made after the Closing Date of any Authoritysuch authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Bank's capital Bank (or its Parent) as a consequence of its such Bank’s obligations hereunder to a level below that which such Bank (or its Parent) could have achieved but for such adoption, change change, request or compliance directive (taking into consideration such Bank's its policies with respect to capital adequacy) by an amount reasonably deemed by such Bank to be material, then from time to time, within 15 days after demand by such BankBank (with a copy to the Administrative Agent), the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank (or its Parent) for such reductionreduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstances.
(c) Each Bank 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 Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Bank, be otherwise disadvantageous to such Bank. Notwithstanding the foregoing, if such Bank shall fail to notify the Borrower of any such event within ninety (90) days following the end of the month during which such event occurred, then the Borrower’s liability for any amounts described in this Section incurred by such Bank as a result of such event shall be limited to those attributable to the period occurring subsequent to the ninetieth (90th) day prior to, but excluding, the date upon which such Bank actually notified the Borrower of the occurrence of such event. A certificate of any Bank claiming compensation under this Section and setting forth a reasonably detailed calculation of the additional amount or amounts to be paid to it hereunder shall be conclusive, provided it has a reasonable basis for claiming compensation, conclusive in the absence of manifest demonstrable error. In determining such amount, such Bank may use any reasonable averaging and attribution methods.
(d) The provisions of If at any time, any Bank has demanded compensation pursuant to this Section 8.03 8.3, the Borrower shall be applicable have the right, upon five (5) Business Day’s notice to the Administrative Agent to either (x) in accordance with respect Section 9.6 (c), cause an Assignee to any Participantoffer to purchase the Loans of such Bank for an amount equal to such Bank’s outstanding Loans plus accrued interest, Assignee or fees and other Transfereeamounts due to such Bank, and any calculations required by such provisions shall be made based upon to become a Bank hereunder, or to obtain the circumstances agreement of one or more existing Banks to offer to purchase the Loans of such ParticipantBank for such amount, Assignee which offer such Bank is hereby required to accept, or (y) to repay in full all Loans then outstanding of such Bank, together with interest and all other Transfereeamounts due thereon.
Appears in 1 contract
Increased Cost and Reduced Return. (a) If after the date hereof, a Change of in Law or compliance by any Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any Authority:
(i) shall impose, modify or deem applicable any reserve, special deposit or similar requirement reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage) ), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office); or
(ii) or shall impose on any Bank (or its Applicable Lending Office) or on the London interbank market any other condition affecting its Euro-Dollar Fixed Rate Loans, its Notes Note or its obligation to make Euro-Dollar Loans; Fixed Rate Loans and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any Fixed Rate Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Notes Note with respect thereto, by an amount deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Agent), the Borrower Company shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction.
(b) If any Bank reasonably shall have determined that after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change a Change in the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, Law has or would have the effect of reducing the rate of return on capital of such Bank's capital Bank (or its Parent) as a consequence of its such Bank’s obligations hereunder to a level below that which such Bank (or its Parent) could have achieved but for such adoption, change or compliance Change in Law (taking into consideration such Bank's its policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time, within 15 days after demand by such BankBank (with a copy to the Agent), the Borrower Company shall pay to such Bank such additional amount or amounts as will compensate such Bank (or its Parent) for such reduction.
(c) If a Change in Law shall subject any Bank to any taxes (other than Taxes imposed on or with respect to any payment made by or on account of the Company hereunder or under any Notes and Taxes described in clauses (a) through (e) of the definition of Excluded Taxes) on its loans, loan principal, commitments, or other obligations hereunder, or its deposits, reserves, other liabilities or capital attributable thereto, and the result shall be to increase the cost to such Bank of making or maintaining any Euro-Dollar Loan (or of maintaining its obligation to make any such Loan) or to reduce the amount of any sum received or receivable by such Bank hereunder (whether of principal, interest or otherwise), then the Company will pay to such Bank such additional amount or amounts as will compensate such Bank for such reductionadditional costs incurred or reduction suffered.
(cd) Each Bank will promptly notify the Borrower Company and the Agent of any event of which it has knowledge, occurring after the date hereofEffective Date, which will entitle such Bank to compensation pursuant to this Section 8.03 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section 8.03 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive, provided it has a reasonable basis for claiming compensation, conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. Notwithstanding the foregoing subsections of this Section 8.03, the Company shall only be obligated to compensate any Bank for any amount arising or accruing during (i) any time or period commencing not more than 90 days prior to the date on which such Bank notifies the Agent and the Company that it proposes to demand such compensation and identifies to the Agent and the Company the statute, regulation or other basis upon which the claimed compensation is or will be based and (ii) any time or period during which, because of the retroactive application of such statute, regulation or other such basis, such Bank did not know that such amount would arise or accrue.
(de) The provisions Failure or delay on the part of any Bank to demand compensation pursuant to this Section 8.03 shall not constitute a waiver of such Bank’s right to demand such compensation, as the case may be; provided that the Company shall not be applicable with respect required to compensate a Bank pursuant to this Section 8.03 for any Participantincreased costs or reductions incurred more than 90 days prior to the date that such Bank notifies the Company of the Change in Law giving rise to such increased costs or reductions and of such Bank’s intention to claim compensation therefor; provided further that, Assignee if the Change in Law giving rise to such increased costs or other Transfereereductions is retroactive, and any calculations required by such provisions then the 90-day period referred to above shall be made based upon extended to include the circumstances period of such Participant, Assignee or other Transfereeretroactive effect thereof.
Appears in 1 contract
Increased Cost and Reduced Return. (a) If If, on or after the date hereof, a Change the adoption of Law any applicable law, rule or regulation, or any change in any applicable 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 compliance by any Bank Lender (or its LIBOR Lending Office) with any request or directive (whether or not having the force of law) of any such Governmental Authority:
(i) , central bank or comparable agency shall impose, modify or deem applicable any reserve, special deposit or similar requirement reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, (but excluding with respect to any such requirement included reflected in an applicable Euro-Dollar Reserve Percentage) the then effective LIBOR Rate)), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank Lender (or its LIBOR Lending Office); or
(ii) or shall impose on any Bank Lender (or its LIBOR Lending Office) or on the London interbank market any other condition affecting its Euro-Dollar Loansany loan bearing interest at the LIBOR Rate, its Notes or its obligation to make Euro-Dollar Loans; and the result of any of the foregoing is to increase the cost to such Bank Lender (or its LIBOR Lending Office) of making or maintaining any Loanthe Loan at the LIBOR Rate, or to reduce the amount of any sum received or receivable by such Bank Lender (or its LIBOR Lending Office) under this Agreement or under its Notes Note with respect thereto, by an amount deemed by such Bank Lender to be material, then, within 15 fifteen (15) days after demand by such Bank (with a copy to the Agent)Lender, the Borrower shall pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender for such increased cost or reduction.
(b) If any Bank reasonably Lender shall have determined that that, after the date hereof hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, Capital Adequacy Rule has or would have the effect of reducing the rate of return on such Bank's capital of Lender (or its parent) as a consequence of its obligations Lend▇▇'▇ ▇bligations hereunder to a level below that which such Bank Lender (or its Parent) could have achieved but for such adoption, change change, request or compliance directive (taking into consideration such Bank's its policies with respect to capital adequacy) by an amount deemed by such Bank Lender to be material, then from time to time, within 15 fifteen (15) days after demand by such BankLend▇▇, the Borrower ▇▇rrower shall pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender (or its Parent) for such reduction.
(c) Each Bank Lender will promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank the Lender to compensation pursuant to this Section 2.4 and will designate a different LIBOR Lending Office if such designation will avoid the need for, or reduce the amount of, of such compensation and will not, in the judgment of such BankLender, be otherwise disadvantageous to such BankLender. A certificate of any Bank Lender claiming compensation under this either Section 2.4(a) or 2.4(b) and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive, provided it has a reasonable basis for claiming compensation, conclusive in the absence of manifest error. In determining such amount, such Bank may use ; provided that any reasonable averaging and attribution methods.
(d) The provisions of certificate delivered by Lender pursuant to this Section 8.03 2.4(c) shall be applicable with (i) in the case of a certificate in respect of amounts payable pursuant to any ParticipantSection 2.4(a), Assignee or other Transfereeset forth in reasonable detail the basis for and the calculation of such amounts, and (ii) in the case of a certificate in respect of amounts payable pursuant to Section 2.4(b), (A) set forth at least the same amount of detail in respect of the calculation of such amount as Lender provides in similar circumstances to other similarly situated borrowers from Lender, and (B) include a statement by Lender that it has allocated to the Loan a proportionately equal amount of any calculations required reduction of the rate of return on Lender's capital due to a Capital Adequacy Rule as it has allocated to each of its other outstanding loans that are effected similarly by such provisions shall be made based upon the circumstances of such Participant, Assignee or other TransfereeCapital Adequacy Rule.
Appears in 1 contract
Sources: Promissory Note (First Union Real Estate Equity & Mortgage Investments)
Increased Cost and Reduced Return. (a) If on or after (x) the date hereof, a Change of Law or compliance by any Bank (or its Lending Office) with any request or directive (whether or not having in the force of law) case of any Authority:
Committed Loan or any obligation to make Committed Loans or (iy) the date of any related Competitive Bid Quote, in the case of any Competitive Bid Loan, any Change in Law shall impose, modify or deem applicable any reserve, special deposit or similar requirement reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Currency Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage) with respect to which such Lender is entitled to compensation during the relevant interest period under Section 8.02), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank Lender (or its Applicable Lending Office); or
) or shall subject any Lender to any taxes (iiother than any taxes indemnified under Section 8.04 or excluded in the definition of Taxes) shall on its Loans, loan principal, Commitments, or other obligations, or its deposits, reserves, other liabilities attributable or allocated thereto, or impose on any Bank Lender (or its Applicable Lending Office) or on the London interbank market any other condition affecting its Euro-Dollar Fixed Rate Loans, its Notes Note (if any) or its obligation to make Euro-Dollar Loans; Fixed Rate Loans and the result of any of the foregoing is to increase the cost to such Bank Lender (or its Applicable Lending Office) of making or maintaining any Fixed Rate Loan, or to reduce the amount of any sum received or receivable by such Bank Lender (or its Applicable Lending Office) under this Agreement or under its Notes Note (if any) with respect thereto, by an amount deemed by such Bank Lender to be material, then, within 15 days after demand by such Bank Lender (with a copy to the Administrative Agent), the Company shall pay, or shall cause another Borrower shall pay to pay, to such Bank Lender such additional amount or amounts as will compensate such Bank Lender for such increased cost or reduction.
(b) If any Bank reasonably Lender, other than a Defaulting Lender, shall have determined that that, after the date hereof the adoption of hereof, any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change Change in the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any AuthorityLaw, has or would have the effect of reducing the rate of return on capital of such Bank's capital Lender (or its Parent) as a consequence of its such Lender’s obligations hereunder to a level below that which such Bank Lender (or its Parent) could have achieved but for such adoption, change or compliance Change in Law (taking into consideration such Bank's its policies with respect to capital adequacy) by an amount deemed by such Bank Lender to be material, then from time to time, within 15 days after demand by such BankLender (with a copy to the Administrative Agent), the Borrower Company shall pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender (or its Parent) for such reduction.
(c) Each Bank Lender will promptly notify the Borrower Company and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank Lender to compensation pursuant to this Section and will use reasonable efforts to designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole judgment of such BankLender, be otherwise disadvantageous to such BankLender. A certificate of any Bank Lender claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder and the calculation thereof in reasonable detail shall be conclusive, provided it has a reasonable basis for claiming compensation, conclusive in the absence of manifest error. In determining such amount, such Bank Lender may use any reasonable averaging and attribution methods.
(d) . Notwithstanding anything to the contrary in this Section, the Company or relevant Borrower shall not be required to compensate a Lender pursuant to this Section for any amounts incurred more than six months prior to the date that such Lender notifies the Company or the Borrower of such Lender’s intention to claim compensation therefor; provided 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. The provisions obligations of the Company or relevant Borrower pursuant to this Section shall survive the termination of this Section 8.03 shall be applicable with respect to any Participant, Assignee or Agreement and the payment of the Loans and all other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transfereeamounts payable hereunder.
Appears in 1 contract
Sources: 364 Day Credit Agreement (Estee Lauder Companies Inc)
Increased Cost and Reduced Return. (a) If If, on or after the date hereof, a Change the adoption or phase in of Law any applicable law, rule or regulation, or any change in any applicable law, rule, directive, guideline, decision, or regulation, or any change in the interpretation, re-interpretation, application or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive (whether or not having the force of law) made at the Closing Date of any Authority:
(i) such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve, special deposit or similar requirement reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve SystemJapanese Central Bank), but excluding any such special deposit, insurance assessment or similar requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Lending Office); or
(ii) or shall impose on any Bank (or its Lending Office) or on the London interbank market any other condition materially more burdensome in nature, extent or consequence than those in existence as of the Effective Date affecting its Euro-Dollar such Bank’s Yen LIBOR Loans, its Notes Note, or its obligation to make Euro-Dollar Yen LIBOR Loans; , and the result of any of the foregoing is to increase the cost to such Bank (or its Lending Office) of making or maintaining any Yen LIBOR Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Lending Office) under this Agreement or under its Notes Note with respect theretoto such Yen LIBOR Loans, by an amount deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Administrative Agent), the each Borrower shall pay to such Bank such additional amount or amounts attributable to the Yen LIBOR Loans made to such Borrower (based upon a reasonable allocation thereof by such Bank to the Yen LIBOR Loans made by such Bank hereunder) as will compensate such Bank for such increased cost or reductionreduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstances.
(b) If any Bank reasonably shall have reasonably determined that that, after the date hereof hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change thereinin 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 compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) made after the Closing Date of any Authoritysuch authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Bank's capital Bank (or its Parent) as a consequence of its such Bank’s obligations hereunder to a level below that which such Bank (or its Parent) could have achieved but for such adoption, change change, request or compliance directive (taking into consideration such Bank's its policies with respect to capital adequacy) by an amount reasonably deemed by such Bank to be material, then from time to time, within 15 days after demand by such BankBank (with a copy to the Administrative Agent), the each Borrower shall pay to such Bank such additional amount or amounts attributable to the Yen LIBOR Loans made to such Borrower as will compensate such Bank (or its Parent) for such reductionreduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstances.
(c) Each Bank will promptly notify the Borrower AMB LP and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section 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 reasonable judgment of such Bank, be otherwise disadvantageous to such Bank. If such Bank shall fail to notify AMB LP of any such event within ninety (90) days following the end of the month during which such event occurred, then the applicable Borrower’s and Guarantor’s liability for any amounts described in this Section incurred by such Bank as a result of such event shall be limited to those attributable to the period occurring subsequent to the ninetieth (90th) day prior to, but excluding, the date upon which such Bank actually notified AMB LP of the occurrence of such event. A certificate of any Bank claiming compensation under this Section and setting forth a reasonably detailed calculation of the additional amount or amounts to be paid to it hereunder shall be conclusive, provided it has a reasonable basis for claiming compensation, conclusive in the absence of manifest demonstrable error. In determining such amount, such Bank may use any reasonable averaging and attribution methods.
(d) The provisions of If at any time, any Bank shall be owed amounts pursuant to this Section 8.03 8.3, AMB LP shall have the right, upon five (5) Business Day’s notice to the Administrative Agent to either (x) cause a bank, reasonably acceptable to the Administrative Agent, to offer to purchase the Commitments of such Bank for an amount equal to such Bank’s outstanding Loans and to become a Bank hereunder, or to obtain the agreement of one or more existing Banks to offer to purchase the Commitments of such Bank for such amount, which offer such Bank is hereby required to accept, or (y) to repay in full all Loans then outstanding of such Bank, together with interest and all other amounts due thereon, upon which event, such Bank’s Commitment shall be applicable with respect deemed to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transfereecanceled pursuant to Section 2.11(c).
Appears in 1 contract
Increased Cost and Reduced Return. (a) If If, on or after the date hereof, a Change the adoption of Law any applicable law, rule or regulation, or any change in any applicable 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 compliance by any Bank Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any Authority:
(i) such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve, special deposit or similar requirement reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve SystemBoard), but excluding any such special deposit, insurance assessment or similar requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Bank Lender (or its Applicable Lending Office); or
(ii) or shall impose on any Bank Lender (or its Applicable Lending Office) or on the London interbank market any other condition affecting its Euro-Dollar Eurodollar Rate Loans, its Notes evidencing Eurodollar Rate Loans, or its obligation to make Euro-Dollar Eurodollar Rate Loans; , and the result of any of the foregoing is to increase the cost to such Bank Lender (or its Applicable Lending Office) of making or maintaining any Loan, or to reduce the amount of any sum received or receivable by such Bank Lender (or its Applicable Lending Office) under this Agreement or under its Notes with respect theretothereto (other than any increased costs on account of (x) Indemnified Taxes, by an amount deemed (y) Taxes described in clauses (ii) through (iv) of the definition of “Excluded Taxes” and (z) Connection Income Taxes) by such Bank to be material, then, within 15 days after demand by such Bank Lender (with a copy to the Administrative Agent, the Collateral Agent and DBRS), the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank Lender for such increased cost or reductionreduction shall constitute “Increased Costs” payable by the Borrower pursuant to Sections 9.1(a) and 6.4; provided that such amounts shall be no greater than that which such Lender is generally charging other borrowers similarly situated to Borrower.
(b) If any Bank reasonably Lender shall have determined that that, after the date hereof hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change thereinin 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 compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authoritysuch authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Bank's capital Lender as a consequence of its such Lender’s obligations hereunder to a level below that which such Bank Lender could have achieved but for such adoption, change change, request or compliance directive (taking into consideration such Bank's its policies with respect to capital adequacy) by an amount deemed by such Bank Lender to be material, then from time to timethen, within 15 days after upon demand (which demand shall set forth in reasonable detail the basis for such demand for compensation) by such BankLender (with a copy to the Administrative Agent, the Borrower shall pay to such Bank Collateral Agent and DBRS), such additional amount or amounts as will compensate such Bank Lender for such reductionreduction (to the extent funds are available therefor in accordance with the Priority of Payments) shall constitute “Increased Costs” payable by the Borrower pursuant to Sections 9.1(a) and 6.4; provided that such amount shall be no greater than that which such Lender is generally charging other borrowers similarly situated to Borrower.
(c) Each Bank Lender will promptly notify the Borrower Borrower, the Collateral Agent, DBRS and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank Lender to compensation pursuant to this Section 11.3 and will designate a different Applicable 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 Bank, not be otherwise disadvantageous to such BankLender. A certificate of any Bank Lender claiming compensation under this Section 11.3 and setting forth in reasonable detail a calculation of the additional amount or amounts to be paid to it hereunder shall be conclusive, provided it has a reasonable basis delivered in connection with any request for claiming compensation, compensation and shall be conclusive in the absence of manifest error. In determining such amount, such Bank Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation under this Section 11.3 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section 11.3 for any increased costs or reductions incurred more than six months prior to the earlier of (x) the date on which the applicable Lender has actual knowledge of the event giving rise to such increased costs or reductions and (y) the date on which the applicable Lender should, in the exercise of reasonable care, have knowledge of the event giving rise to such increased costs or reductions; provided that if the event giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof.
(d) The Notwithstanding anything to the contrary contained herein, (i) no Lender shall demand compensation for any increased cost, reduction or capital referred to above in Section 11.3(a) or (b) if it shall not at the time be the general policy and practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements from similarly situated borrowers and (ii) all requests, rules, guidelines, requirements and directives promulgated (x) by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority), the Committee of European Banking Supervisors or the United States or foreign regulatory authorities, in each case, pursuant to Basel III or similar capital requirements directive existing on the Closing Date impacting European banks and other regulated financial institutions and (y) pursuant to the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, shall, in each case, be deemed to be a change or adoption of any law, rule or regulation for purposes of this Section 8.03 shall be applicable with respect 11.3, regardless of the date enacted, adopted, issued or implemented.
(e) If the Borrower is required to pay additional amounts to any ParticipantLender under this Section 11.3, Assignee then, in accordance with Section 11.5, the Borrower may, at its own expense and in its sole discretion, require such Lender to transfer or assign, in whole, without recourse all of its interests, rights and obligations under this Agreement and the Notes to an assignee (it being understood that such Lender shall have no obligation to search for, seek, designate or otherwise try to find, such assignee) which shall assume such obligations (and which may be another Lender, if such other TransfereeLender accepts such assignment).
(f) Notwithstanding anything to the contrary in this Section 11.3, and the Borrower shall not be required to pay amounts to any calculations required Lender under this Section 11.3 to the extent such amounts would be duplicative of amounts payable by such provisions shall be made based upon the circumstances of such Participant, Assignee or other TransfereeBorrower under Section 11.
Appears in 1 contract
Sources: Credit Agreement (AB Private Credit Investors Corp)
Increased Cost and Reduced Return. (a) If after the date hereof, a Change of in Law or compliance by any Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any Authority:
(i) shall impose, modify or deem applicable any reserve, special deposit or similar requirement reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage) ), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office); or
(ii) or shall impose on any Bank (or its Applicable Lending Office) or on the London interbank market any other condition affecting its Euro-Dollar Loans, its Notes Fixed Rate Loans or its obligation to make Euro-Dollar Loans; Fixed Rate Loans and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any Fixed Rate Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Notes with respect thereto, by an amount deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Administrative Agent), the Borrower Company shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction.
(b) If any Bank reasonably shall have determined that after the date hereof the adoption of any applicable law, rule or regulation a Change in Law regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, liquidity requirements has or would have the effect of reducing the rate of return on capital of such Bank's capital Bank (or its Parent) as a consequence of its such Bank’s obligations hereunder to a level below that which such Bank (or its Parent) could have achieved but for such adoptionChange in Law, change or compliance (taking into consideration such Bank's policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time, within 15 days after demand by such BankBank (with a copy to the Administrative Agent), the Borrower Company shall pay to such Bank such additional amount or amounts as will compensate such Bank (or its Parent) for such reduction.
(c) If after the date of this Agreement, a Change in Law shall subject any Bank to any Taxes (other than Taxes imposed on or with respect to any payment made by or on account of the Company hereunder or under any Loan, Other Taxes and Taxes described in clauses (i) through (v) of the definition of Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations hereunder, or its deposits, reserves, other liabilities or capital attributable thereto, and the result shall be to increase the cost to such Bank of making or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to reduce the amount of any sum received or receivable by such Bank hereunder (whether of principal, interest or otherwise), then the Company will pay to such Bank such additional amount or amounts as will compensate such Bank for such reductionadditional costs incurred or reduction suffered.
(cd) Each Bank will promptly notify the Borrower Company and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive, provided it has a reasonable basis for claiming compensation, conclusive and binding upon all parties hereto in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods.
(d) The provisions . Notwithstanding the foregoing subsections of this Section 8.03 8.03, the Company shall only be applicable with respect obligated to compensate any ParticipantBank for any amount (x) if such Bank is generally seeking similar compensation from its other similarly situated borrowers and (y) arising or accruing during (i) any time or period commencing not more than 90 days prior to the date on which such Bank notifies the Administrative Agent and the Company that it proposes to demand such compensation and identifies to the Administrative Agent and the Company the statute, Assignee regulation or other Transfereebasis upon which the claimed compensation is or will be based and (ii) any time or period during which, and any calculations required by such provisions shall be made based upon because of the circumstances retroactive application of such Participantstatute, Assignee regulation or other Transfereesuch basis, such Bank did not know that such amount would arise or accrue.
Appears in 1 contract
Increased Cost and Reduced Return. (a) If If, on or after the date hereof, a Change the adoption of Law or any change in any applicable 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 compliance by any Bank Lender (or its applicable Lending Office) ), with any request or directive (whether or not having the force of law) of any Authority:such authority, central bank or comparable agency exercising control over banks or financial institutions generally issued after the date hereof (or, if later, after the date the Administrative Agent or Lender becomes the Administrative Agent or Lender):
(i) subjects any Lender (or its applicable Lending Office) to any Tax, duty or other charge related to any Eurocurrency Loan or its obligation to advance or maintain Eurocurrency Loans, or shall imposechange the basis of taxation of payments to any Lender (or its applicable Lending Office) of the principal of or interest on its Eurocurrency Loans or any participations in any thereof, modify or deem any other amounts due under this Agreement related to its Eurocurrency Loans participations therein, or its obligation to make Eurocurrency Loans or acquire participations therein (except for changes with respect to Taxes that are not Indemnified Taxes pursuant to Section 3.3); or
(ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding for any Eurocurrency Loan any such requirement included in an applicable Euro-Dollar Statutory Reserve PercentageRate) against assets of, deposits with or for the account of, or credit extended by, any Bank Lender (or its applicable Lending Office); or
(ii) shall impose or imposes on any Bank Lender (or its Lending Office) or on the London interbank market any other condition affecting its Euro-Dollar LoansEurocurrency Loans owed to it, or its Notes participation in any thereof, or its obligation to make Euro-Dollar Loansadvance or maintain Eurocurrency Loans or participate in any thereof; and the result of any of the foregoing is to increase the cost to such Bank Lender (or its applicable Lending Office) of making advancing or maintaining any Eurocurrency Loan, or to reduce the amount of any sum received or receivable by such Bank Lender (or its applicable Lending Office) in connection therewith under this Agreement or under its Notes with respect theretoNote, by an amount deemed by such Bank Lender to be material, then, subject to Section 8.3(c), from time to time, within 15 thirty (30) days after demand by receipt of a certificate from such Bank Lender (with a copy to the Administrative Agent)) pursuant to subsection (c) below setting forth in reasonable detail such determination and the basis thereof, the Borrower shall be obligated to pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender for such increased cost or reduction.
(b) If If, after the date hereof, the Administrative Agent or any Bank reasonably Lender shall have reasonably determined that the adoption after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change thereintherein (including, without limitation, any revision in the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 CFR Part 208, Appendix A; ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) or of the Office of the Comptroller of the Currency (12 CFR Part 3, Appendix A), or in any other applicable capital adequacy rules heretofore adopted and issued by any governmental authority), or any change after the date hereof in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Administrative Agent or any Bank Lender (or its applicable Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authoritysuch authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Bank's Lender’s capital, or on the capital of any corporation controlling such Lender, as a consequence of its obligations hereunder to a level below that which such Bank Lender could have achieved but for such adoption, change or compliance (taking into consideration such Bank's Lender’s or its controlling corporation’s policies with respect to capital adequacyadequacy in effect immediately before such adoption, change or compliance) by an amount reasonably deemed by such Bank Lender to be material, then then, subject to Section 8.3(c), from time to time, within 15 thirty (30) days after demand by its receipt of a certificate from such BankLender (with a copy to the Administrative Agent) pursuant to subsection (c) below setting forth in reasonable detail such determination and the basis thereof, the Borrower shall pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender for such reductionreduction or the Borrower may prepay all Eurocurrency Loans of such Lender.
(c) Each Bank will promptly notify The Administrative Agent and each Lender that determines to seek compensation or additional interest under this Section 8.3 shall give written notice to the Borrower and and, in the case of a Lender other than the Administrative Agent, the Administrative Agent of the circumstances that entitle the Administrative Agent or such Lender to such compensation no later than ninety (90) days after the Administrative Agent or such Lender receives actual notice or obtains actual knowledge of the law, rule, order or interpretation or occurrence of another event giving rise to a claim hereunder. In any event of which it has knowledge, occurring after the date hereof, which will entitle Borrower shall not have any obligation to pay any amount with respect to claims accruing prior to the ninetieth day preceding such Bank written demand. The Administrative Agent and each Lender shall use reasonable efforts to compensation pursuant to this Section and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation compensation, additional interest, and any payment under Section 3.3, including, without limitation, the designation of a different Lending Office, if such action or designation will not, in the sole judgment of the Administrative Agent or such BankLender made in good faith, be otherwise disadvantageous to such Bankit; provided that the foregoing shall not in any way affect the rights of any Lender or the obligations of the Borrower under this Section 8.3, and provided further that no Lender shall be obligated to make its Eurocurrency Loans hereunder at any office located in the United States of America. A certificate of the Administrative Agent or any Bank Lender, as applicable, claiming compensation or additional interest under this Section 8.3, and setting forth the additional amount or amounts to be paid to it hereunder and accompanied by a statement prepared by the Administrative Agent or such Lender, as applicable, describing in reasonable detail the calculations thereof shall be conclusive, provided it has a reasonable basis for claiming compensation, in prima facie evidence of the absence of manifest errorcorrectness thereof. In determining such amount, such Bank Lender may use any reasonable averaging and attribution methods.
(d) The provisions of this Section 8.03 shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee.
Appears in 1 contract
Sources: Credit Agreement (Transocean Inc)
Increased Cost and Reduced Return. (a) If If, on or after the date hereof, a Change the adoption of Law any applicable law, rule or regulation, or any change in any applicable 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 compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) made after the Closing Date of any Authority:
such authority, central bank or comparable agency, (i) shall subject any Bank to any tax on its capital reserves (or any similar tax) with respect to this Agreement or any Eurodollar Loan made by it (except for Non-Excluded Taxes and Other Taxes covered by Section 8.4 and changes in the rate of tax on the overall net income or profits of such Bank); (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, System (but excluding with respect to any Eurodollar Loan any such requirement included reflected in an applicable Euro-Dollar Eurodollar Reserve Percentage) )), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office); or
) or (iiiii) shall impose on any Bank (or its Applicable Lending Office) or on the London interbank market any other condition materially more burdensome in nature, extent or consequence than those in existence as of the date hereof affecting its Euro-Dollar Loans, its Notes such Bank’s Eurodollar Loans or its obligation to make Euro-Dollar Eurodollar Loans; , and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any Eurodollar Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Notes Note with respect theretoto such Eurodollar Loans, by an amount deemed reasonable determined by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Bank such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the Eurodollar Loans made by such Bank hereunder) as will compensate such Bank for such increased cost or reductionreduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstances; provided however, that notwithstanding anything herein to the contrary, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and Basel III all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be deemed to be a change in law, regardless of the date enacted, adopted or issued.
(b) If any Bank reasonably shall have reasonably determined that that, after the date hereof hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change thereinin 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 compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) made after the Closing Date of any Authoritysuch authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Bank's capital Bank (or its Parent) as a consequence of its such Bank’s obligations hereunder to a level below that which such Bank (or its Parent) could have achieved but for such adoption, change change, request or compliance directive (taking into consideration such Bank's its policies with respect to capital adequacy) by an amount reasonably deemed by such Bank to be material, then from time to time, within 15 days after demand by such BankBank (with a copy to the Administrative Agent), the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank (or its Parent) for such reductionreduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstances.
(c) Each Bank 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 Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Bank, be otherwise disadvantageous to such Bank. Notwithstanding the foregoing, if such Bank shall fail to notify the Borrower of any such event within ninety (90) days following the end of the month during which such event occurred, then the Borrower’s liability for any amounts described in this Section incurred by such Bank as a result of such event shall be limited to those attributable to the period occurring subsequent to the ninetieth (90th) day prior to, but excluding, the date upon which such Bank actually notified the Borrower of the occurrence of such event. A certificate of any Bank claiming compensation under this Section and setting forth a reasonably detailed calculation of the additional amount or amounts to be paid to it hereunder shall be conclusive, provided it has a reasonable basis for claiming compensation, conclusive in the absence of manifest demonstrable error. In determining such amount, such Bank may use any reasonable averaging and attribution methods.
(d) The provisions of If at any time, any Bank has demanded compensation pursuant to this Section 8.03 8.3, the Borrower shall be applicable have the right, upon five (5) Business Day’s notice to the Administrative Agent to either (x) in accordance with respect Section 9.6(c), cause an Assignee to any Participantoffer to purchase the Loans of such Bank for an amount equal to such Bank’s outstanding Loans plus accrued interest, Assignee or fees and other Transfereeamounts due to such Bank, and any calculations required by such provisions shall be made based upon to become a Bank hereunder, or to obtain the circumstances agreement of one or more existing Banks to offer to purchase the Loans of such ParticipantBank for such amount, Assignee which offer such Bank is hereby required to accept, or (y) to repay in full all Loans then outstanding of such Bank, together with interest and all other Transfereeamounts due thereon.
Appears in 1 contract
Increased Cost and Reduced Return. (a) If after the date hereof, a Change of Law or compliance by any the Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any Governmental Authority:
(i) shall impose, modify or deem applicable any new reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any LIBOR Loan any such requirement included in an applicable Euro-Dollar Eurodollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Lending Office)the Bank; or
(ii) shall impose on any the Bank (or its Lending Office) or on the United States market for certificates of deposit or the London interbank market any other new condition affecting its Euro-Dollar LIBOR Loans, its Notes the Note or its obligation to make Euro-Dollar LIBOR Loans; and the result of any of the foregoing is to increase the cost to such the Bank (or its Lending Office) of making or maintaining any LIBOR Loan, or to reduce the amount of any sum received or receivable by such the Bank (or its Lending Office) under this Agreement or under its Notes Note with respect thereto, by an amount deemed by such the Bank to be material, then, within 15 fifteen (15) days after demand by such Bank (with a copy to the Agent)Bank, the Borrower shall pay to such the Bank such additional amount or amounts as will compensate such the Bank for such increased cost or reduction.
(b) If any the Bank reasonably shall have determined that after the date hereof the adoption hereof, any Change of any applicable law, rule or regulation regarding capital adequacy, or any change thereinLaw, or any change in the interpretation or administration thereof, or compliance by any the Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of by any Governmental Authority, has or would have the effect of reducing the rate of return on such the Bank's ’s capital as a consequence of its obligations hereunder to a level below that which such the Bank could have achieved but for such adoption, change or compliance (taking into consideration such the Bank's ’s policies with respect to capital adequacy) by an amount deemed by such the Bank to be material, then from time to time, within 15 fifteen (15) days after demand by such the Bank, the Borrower shall pay to such the Bank such additional amount or amounts as will compensate such the Bank for such reduction.
(c) Each The Bank will promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such the Bank to compensation pursuant to this Section 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 Bank, be otherwise disadvantageous to such BankSection. A certificate of any the Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive, provided it has a reasonable basis for claiming compensation, conclusive in the absence of manifest error. In determining such amount, such the Bank may use any reasonable averaging and attribution methods.
(d) The provisions of this Section 8.03 2.12 shall be applicable with respect to any Participantparticipant, Assignee assignee or other Transfereetransferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participantparticipant, Assignee assignee or other Transfereetransferee.
Appears in 1 contract
Increased Cost and Reduced Return. (a) If If, on or after the date hereof, a Change the adoption of Law any applicable law, rule or regulation, or any change in any applicable 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 compliance by any Bank Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any Authority:
(i) such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve, special deposit or similar requirement reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, Board (but excluding with respect to any Loan any such requirement included reflected in an applicable Euro-Dollar Reserve Percentage) )), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank Lender (or its Applicable Lending Office); or
(ii) or shall impose on any Bank Lender (or its Applicable Lending Office) or on the London interbank market any other condition affecting its Euro-Dollar Eurodollar Rate Loans, its Notes evidencing Eurodollar Rate Loans, or its obligation to make Euro-Dollar Eurodollar Rate Loans; , and the result of any of the foregoing is to increase the cost to such Bank Lender (or its Applicable Lending Office) of making or maintaining any Loan, or to reduce the amount of any sum received or receivable by such Bank Lender (or its Applicable Lending Office) under this Agreement or under its Notes with respect theretothereto (including if any such adoption, change or change in interpretation subjects any Lender to taxes that increase such cost to, or reduce such amount received or receivable by, such Lender (other than (i) Taxes, but only to the extent such Taxes are imposed on or with respect to a payment hereunder, and (ii) taxes described in Sections 11.4(a)(I)(i) through (iv)) by an amount deemed by such Bank Lender to be material, then, within 15 days after upon demand (which demand shall set forth in reasonable detail the basis for such demand for compensation) by such Bank Lender (with a copy to the Administrative Agent, the Collateral Agent and DBRS), the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank Lender for such increased cost or reductionreduction shall constitute Increased Costs payable by the Borrower pursuant to Sections 9.1(a) and 6.4; provided that such amounts shall be no greater than that which such Lender is generally charging other borrowers similarly situated to Borrower.
(b) If any Bank reasonably Lender shall have determined that that, after the date hereof hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change thereinin 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 compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authoritysuch authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Bank's capital Lender as a consequence of its such Lender's obligations hereunder to a level below that which such Bank Lender could have achieved but for such adoption, change change, request or compliance directive (taking into consideration such Bank's its policies with respect to capital adequacy) by an amount deemed by such Bank Lender to be material, then from time to timethen, within 15 days after upon demand (which demand shall set forth in reasonable detail the basis for such demand for compensation) by such BankLender (with a copy to the Administrative Agent, the Borrower shall pay to such Bank Collateral Agent and DBRS), such additional amount or amounts as will compensate such Bank Lender for such reductionreduction (to the extent funds are available therefor in accordance with the Priority of Payments) shall constitute Increased Costs payable by the Borrower pursuant to Sections 9.1(a) and 6.4; provided that such amount shall be no greater than that which such Lender is generally charging other borrowers similarly situated to Borrower.
(c) Each Bank Lender will promptly notify the Borrower Borrower, the Collateral Agent, DBRS and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank Lender to compensation pursuant to this Section 11.3 and will designate a different Applicable 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 Bank, not be otherwise disadvantageous to such BankLender. A certificate of any Bank Lender claiming compensation under this Section 11.3 and setting forth in reasonable detail a calculation of the additional amount or amounts to be paid to it hereunder shall be conclusive, provided it has a reasonable basis for claiming compensation, conclusive in the absence of manifest error. In determining such amount, such Bank Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation under this Section 11.3 shall not constitute a waiver of such Lender's right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section 11.3 for any increased costs or reductions incurred more than six months prior to the earlier of (x) the date on which the applicable Lender has actual knowledge of the event giving rise to such increased costs or reductions and (y) the date on which the applicable Lender should, in the exercise of reasonable care, have knowledge of the event giving rise to such increased costs or reductions; provided that, if the event giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof.
(d) The Notwithstanding anything to the contrary contained herein, (i) no Lender shall demand compensation for any increased cost, reduction or capital referred to above in Section 11.3(a) or (b) if it shall not at the time be the general policy and practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements from similarly situated borrowers and (ii) all requests, rules, guidelines, requirements and directives promulgated (x) by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority), the Committee of European Banking Supervisors or the United States or foreign regulatory authorities, in each case, pursuant to Basel III or similar capital requirements directive existing on the Closing Date impacting European banks and other regulated financial institutions and (y) pursuant to the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, shall, in each case, be deemed to be a change or adoption of any law, rule or regulation for purposes of this Section 8.03 shall be applicable with respect 11.3, regardless of the date enacted, adopted, issued or implemented.
(e) If the Borrower is required to pay additional amounts to any ParticipantLender under this Section 11.3, Assignee then the Borrower may, at its own expense and in its sole discretion, require such Lender to transfer or assign, in whole, without recourse (in accordance with Section 11.5) all of its interests, rights and obligations under this Agreement and the Notes to an assignee (it being understood that such Lender shall have no obligation to search for, seek, designate or otherwise try to find, such assignee) which shall assume such obligations (and which may be another Lender, if such other TransfereeLender accepts such assignment).
(f) Notwithstanding anything to the contrary in this Section 11.3, and the Borrower shall not be required to pay amounts to any calculations required Lender under this Section 11.3 to the extent such amounts would be duplicative of amounts payable by such provisions shall be made based upon the circumstances of such Participant, Assignee or other TransfereeBorrower under Section 11.
Appears in 1 contract
Sources: Credit Agreement (Fifth Street Senior Floating Rate Corp.)
Increased Cost and Reduced Return. (a) If If, on or after the date hereof, a Change the adoption of Law any applicable law, rule or regulation, or any change in any applicable 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 compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) made after the Closing Date of any Authority:
(i) such authority, central bank or comparable agency, shall impose, modify or deem applicable any reserve, special deposit or similar requirement reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, Board (but excluding with respect to any Euro-Dollar Loan any such requirement included to the extent reflected in an applicable Euro-Dollar Reserve Percentage) )), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office); or
(ii) or shall impose on any Bank (or its Applicable Lending Office) or on the London interbank market any other condition materially more burdensome in nature, extent or consequence than those in existence as of the Closing Date affecting its such Bank’s Euro-Dollar Loans, its Notes Note, or its obligation to make Euro-Dollar Loans; , and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Notes Note with respect theretoto such Euro-Dollar Loans, by an amount deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Bank such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the Euro-Dollar Loans made by such Bank hereunder) as will compensate such Bank for such increased cost or reductionreduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstances.
(b) If any Bank reasonably shall have reasonably determined that that, after the date hereof hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change thereinin any law, rule or regulation regarding capital adequacy or liquidity requirements, 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 compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) made after the Closing Date of any Authoritysuch authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Bank's capital Bank (or its Parent) as a consequence of its such Bank’s obligations hereunder to a level below that which such Bank (or its Parent) could have achieved but for such adoption, change change, request or compliance directive (taking into consideration such Bank's its policies with respect to capital adequacy) by an amount reasonably deemed by such Bank to be material, then from time to time, within 15 days after demand by such BankBank (with a copy to the Administrative Agent), the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank (or its Parent) for such reductionreduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstances.
(c) Each Bank 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 Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Bank, be otherwise disadvantageous to such Bank. If such Bank shall fail to notify Borrower of any such event within 90 days following the end of the month during which such event occurred, then Borrower’s liability for any amounts described in this Section incurred by such Bank as a result of such event shall be limited to those attributable to the period occurring subsequent to the ninetieth (90th) day prior to the date upon which such Bank actually notified Borrower of the occurrence of such event. A certificate of any Bank claiming compensation under this Section and setting forth a reasonably detailed calculation of the additional amount or amounts to be paid to it hereunder shall be conclusive, provided it has a reasonable basis for claiming compensation, conclusive in the absence of manifest demonstrable error. In determining such amount, such Bank may use any reasonable averaging and attribution methods.
(d) The provisions of If, at any time, any Bank shall be owed amounts pursuant to this Section 8.03 8.3, the Borrower shall have the right, upon five (5) Business Days’ notice to the Administrative Agent to (a) in the event the funding of the Term Loans has not occurred prior to such time, either (x) cause such Bank to assign its Commitment to a bank, finance company, insurance company or other financial institution, in each case reasonably acceptable to the Administrative Agent, that will become a Bank hereunder, or obtain the agreement of one more existing Banks to offer to assume the Commitment of such Bank, which offer such Bank is hereby required to accept (in which case the assigning Bank shall be applicable with respect entitled to any Participantits accrued portion, Assignee if any, of the Delayed Draw Fee accruing prior to the effective date of such assignment and the assignee Bank shall be entitled to the portion of the Delayed Draw Fee, if any, accruing thereafter) or (y) cancel the Commitment of such Bank and pay to such Bank its accrued portion, if any, of the Delayed Draw Fee and all other amounts due such Bank hereunder or (b) in the event the funding of the Term Loans has occurred on or prior to such time, either (x) cause a bank, finance company, insurance company or other Transfereefinancial institution, in each case reasonably acceptable to the Administrative Agent, to offer to purchase the Term Loan of such Bank for an amount equal to such Bank’s outstanding Term Loan and all amounts due such Bank hereunder (including, without limitation, interest and all amounts payable pursuant to Section 2.11), and any calculations required by such provisions shall be made based upon to become a Bank hereunder, or obtain the circumstances agreement of one or more existing Banks to offer to purchase the Term Loan of such ParticipantBank for such amount, Assignee which offer such Bank is hereby required to accept or (y) repay in full the Term Loan then outstanding of such Bank, together with interest thereon, and all other Transfereeamounts due such Bank hereunder (including, without limitation, amounts payable pursuant to Section 2.11). Any Bank subject to this paragraph shall retain the benefits of Sections 8.3, 8.4 and 9.3 for the period prior to such purchase or cancellation.
Appears in 1 contract
Sources: Term Loan Agreement (Erp Operating LTD Partnership)
Increased Cost and Reduced Return. (a) If If, after the date hereof, a Change the adoption of any applicable Law or any change in any applicable Law, or any change in the interpretation or administration thereof by any Governmental Authority, or compliance by any Bank Facility A Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such Governmental Authority:
(i) shall subject such Facility A Lender (or its Applicable Lending Office) to any Tax with respect to any Eurodollar Rate Borrowing, its Notes, or its obligation to loan Eurodollar Rate Borrowings, or change the basis of taxation of any amounts payable to such Facility A Lender (or its Applicable Lending Office) under the Facility A Loan Papers in respect of any Eurodollar Rate Borrowings (other than with respect to Taxes imposed on the overall net income of such Facility A Lender by any jurisdiction and other than liabilities, interest, and penalties incurred as a result of the gross negligence or wilful misconduct of such Facility A Lender);
(ii) shall impose, modify modify, or deem applicable any reserve, special deposit deposit, assessment, or similar requirement (including, without limitation, any such requirement imposed by other than the Board of Governors Reserve Requirement utilized in the determination of the Federal Reserve System, but excluding Adjusted Eurodollar Rate) relating to any such requirement included in an applicable Euro-Dollar Reserve Percentage) against extensions of credit or other assets of, or any deposits with or for the account other liabilities or commitments of, or credit extended by, any Bank such Facility A Lender (or its Applicable Lending Office), including the commitment of such Facility A Lender hereunder; or
(iiiii) shall impose on any Bank such Facility A Lender (or its Applicable Lending Office) or on the London interbank market any other condition affecting its Euro-Dollar Loans, its Notes the Facility A Loan Papers or its obligation to make Euro-Dollar Loansany of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the actual cost to such Bank Facility A Lender (or its Applicable Lending Office) of making making, converting into, continuing, or maintaining any Loan, Eurodollar Rate Borrowings or to reduce the amount of any sum received or receivable by such Bank Facility A Lender (or its Applicable Lending Office) under this Agreement or under its Notes the Facility A Loan Papers with respect theretoto any Eurodollar Rate Borrowing, by an amount deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Agent), the then Borrower shall pay to such Bank Facility A Lender on demand such additional amount or amounts as will compensate such Bank Facility A Lender for such increased cost or reductionreduction as provided in SECTION 3.15(c) below. If any Facility A Lender requests compensation by Borrower under this SECTION 3.15(a), Borrower may, by notice AMENDED AND RESTATED FACILITY A REVOLVING CREDIT AGREEMENT 35 41 to such Facility A Lender (with a copy to Administrative Agent), suspend the obligation of such Facility A Lender to loan or continue Borrowings of the Type with respect to which such compensation is requested, or to convert Borrowings of any other Type into Borrowings of such Type, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of SECTION 3.18 shall be applicable); provided, that such suspension shall not affect the Right of such Facility A Lender to receive the compensation so requested.
(b) If If, after the date hereof, any Bank reasonably Facility A Lender shall have determined that after the date hereof the adoption of any applicable law, rule or regulation Law regarding capital adequacy, adequacy or any change therein, therein or in the interpretation or administration thereof by any change in Governmental Authority charged with the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, such Governmental Authority has or would have the effect of reducing the rate of return by an amount deemed by it to be material on the capital of such Bank's capital Facility A Lender or any corporation controlling such Facility A Lender as a consequence of its such Facility A Lender's obligations hereunder to a level below that which such Bank Facility A Lender or such corporation could have achieved but for such adoption, change change, request, or compliance directive (taking into consideration such Bank's its policies with respect to capital adequacy) by an amount deemed by such Bank to be material), then from time to time, within 15 days after time upon demand by such Bank, the Borrower shall pay to such Bank Facility A Lender such additional amount or amounts as will compensate such Bank Facility A Lender for such reduction.
(c) Each Bank will Facility A Lender shall 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 Bank Facility A Lender to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such BankFacility A Lender, be otherwise disadvantageous to such Bankit. Any Facility A certificate of any Bank Lender claiming compensation under this Section shall furnish to Borrower and Administrative Agent a statement setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder which shall be conclusive, provided it has a reasonable basis for claiming compensation, presumed correct in the absence of manifest error. In determining such amount, such Bank Facility A Lender may use any reasonable averaging and attribution methods.
(d) The provisions of this Section 8.03 shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee.
Appears in 1 contract
Sources: Facility a Revolving Credit Agreement (Worldcom Inc /Ga/)
Increased Cost and Reduced Return. (a) If after the date hereof, a Change of Law or compliance by any Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any Authority:
(i) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Lending Office); or
(ii) shall impose on any Bank (or its Lending Office) or on the London interbank market any other condition affecting its Euro-Dollar Loans, its Notes or its obligation to make Euro-Dollar Loans; and the result of any of the foregoing is to increase the cost to such Bank (or its Lending Office) of making or maintaining any Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Lending Office) under this Agreement or under its Notes with respect thereto, by an amount deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Agent), the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction.
(b) If any Bank reasonably shall have reasonably determined that that, after the date hereof hereof, the adoption of any applicable law, rule or regulation regarding capital adequacyor liquidity requirements, or any change thereinin 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 compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) made after the Closing Date of any Authoritysuch authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Bank's capital Bank (or its Parent) as a consequence of its such Bank’s obligations hereunder to a level below that which such Bank (or its Parent) could have achieved but for such adoption, change change, request or compliance directive (taking into consideration such Bank's its policies with respect to capital adequacy) by an amount reasonably deemed by such Bank to be material, then from time to time, within 15 days after demand by such BankBank (with a copy to the Administrative Agent), the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank (or its Parent) for such reductionreduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstances.
(c) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law, regardless of the date enacted, adopted, issued or implemented.
(d) Each Bank 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 Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Bank, be otherwise disadvantageous to such Bank. Notwithstanding the foregoing, if such Bank shall fail to notify the Borrower of any such event within ninety (90) days following the end of the month during which such event occurred, then the Borrower’s liability for any amounts described in this Section incurred by such Bank as a result of such event shall be limited to those attributable to the period occurring subsequent to the ninetieth (90th) day prior to, but excluding, the date upon which such Bank actually notified the Borrower of the occurrence of such event. A certificate of any Bank claiming compensation under this Section and setting forth a reasonably detailed calculation of the additional amount or amounts to be paid to it hereunder shall be conclusive, provided it has a reasonable basis for claiming compensation, conclusive in the absence of manifest demonstrable error. In determining such amount, such Bank may use any reasonable averaging and attribution methods.. - 66-
(de) The provisions of If at any time, any Bank has demanded compensation pursuant to this Section 8.03 8.3, the Borrower shall be applicable have the right, upon five (5) Business Days’ notice to the Administrative Agent to either (x) in accordance with respect Section 9.6(c), cause an Assignee to any Participantoffer to purchase the Loans of such Bank for an amount equal to such Bank’s outstanding Loans plus accrued interest, Assignee or fees and other Transfereeamounts due to such Bank, and any calculations required by such provisions shall be made based upon to become a Bank hereunder, or to obtain the circumstances agreement of one or more existing Banks to offer to purchase the Loans of such ParticipantBank for such amount, Assignee which offer such Bank is hereby required to accept, or (y) to repay in full all Loans then outstanding of such Bank, together with interest and all other Transfereeamounts due thereon.
Appears in 1 contract
Sources: Credit Agreement (Istar Inc.)
Increased Cost and Reduced Return. (a) If after the date hereof, a any Change of in Law or compliance by any Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any Authority:
(i) shall impose, modify or deem applicable any reserve, special deposit or similar requirement reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve SystemSystemFRB, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage) with respect to which such Bank is entitled to compensation during the relevant Interest Period under Section 2.15), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office); or
(ii) or shall impose on any Bank (or its Applicable Lending Office) or on the London interbank market any other condition affecting its Euro-Dollar Loans, its Notes Note(s) or its obligation to make Euro-Dollar Loans; Loans and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making making, converting, continuing or maintaining any Loan or of maintaining its obligation to issue any such Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Notes Note(s) with respect thereto, by an amount deemed by such Bank to be material, then, within 15 fifteen (15) days after demand by such Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction.
(b) If any Bank reasonably shall have reasonably determined that after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change Change in the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, Law has or would have the effect of reducing the rate of return on capital of such Bank's capital Bank (or its Parent) as a consequence of its such Bank’s obligations hereunder or the Loans made by, or participations in Letters of Credit or Swing Loans held by, such Bank or the Letters of Credit issued by any Letter of Credit Issuer, to a level below that which such Bank (or its Parent) could have achieved but for such adoption, change change, request or compliance directive (taking into consideration such Bank's its policies with respect to capital adequacyadequacy or liquidity requirements) by an amount deemed by such Bank to be material, then from time to time, within 15 fifteen (15) days after demand by such BankBank (with a copy to the Administrative Agent), the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank (or its Parent) for such reduction.
(c) Each Bank will promptly (and in any event within the period specified in Section 8.6(a)) notify the Borrower and the Administrative Agent of any event Change in Law of which it has knowledge, occurring after the date hereof, knowledge which will entitle such Bank to compensation pursuant to this Section and will designate a different Applicable 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 Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive, provided it has a reasonable basis for claiming compensation, conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods.
(d) The provisions of this Section 8.03 shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee.
Appears in 1 contract
Increased Cost and Reduced Return. (a) If 2.5.1 If, on or after the date hereof, a Change the adoption of Law any applicable law, rule or regulation, or any change in any applicable 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 compliance by any Bank Lender (or its LIBOR Lending Office) with any request or directive (whether or not having the force of law) of any such Governmental Authority:
(i) , central bank or comparable agency shall impose, modify or deem applicable any reserve, special deposit or similar requirement reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, (but excluding with respect to any such requirement included reflected in an applicable Euro-Dollar Reserve Percentage) the then effective LIBOR Rate)), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank Lender (or its LIBOR Lending Office); or
(ii) or shall impose on any Bank Lender (or its LIBOR Lending Office) or on the London interbank market any other condition affecting its Euro-Dollar Loansthe Loan or any portion thereof bearing interest at the Adjusted LIBOR Rate, its Notes or its obligation to make Euro-Dollar Loans; and the result of any of the foregoing is to increase the actual cost to such Bank Lender (or its LIBOR Lending Office) of making or maintaining the Loan or any Loanportion thereof at the Adjusted LIBOR Rate, or to reduce the amount of any sum received or receivable by such Bank Lender (or its LIBOR Lending Office) under this Agreement or under its Notes with respect theretoNote, by an amount deemed by such Bank Lender to be material, then, within 15 ninety (90) days after written demand by such Bank (with a copy to the Agent)Lender, the Borrower shall pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender for such increased cost or reduction.
(b) 2.5.2 If any Bank reasonably Lender shall have reasonably determined that that, after the date hereof hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, Capital Adequacy Rule has or would have the effect of reducing the rate of return on such Bank's capital of Lender (or its Parent) as a consequence of its Lender's obligations hereunder to a level below that which such Bank Lender (or its Parent) could have achieved but for such adoption, change or compliance adoption (taking into consideration such Bank's its policies with respect to capital adequacy) by an amount deemed by such Bank Lender to be material, then from time to time, within 15 sixty (60) days after written demand by such BankLender, the Borrower shall pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender (or its Parent) for such reduction.
(c) Each Bank 2.5.3 Lender will promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank Lender to compensation pursuant to this Section 2.5 and will designate a different LIBOR Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such BankLender, be otherwise disadvantageous to such BankLender. A certificate of any Bank Lender claiming compensation under this either Section 2.5.1 or 2.5.2 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive, provided it has a reasonable basis for claiming compensation, conclusive in the absence of manifest error. In determining such amount, such Bank may use ; provided that any reasonable averaging and attribution methods.
(d) The provisions of certificate delivered by Lender pursuant to this Section 8.03 2.5.3 shall be applicable with (i) in the case of a certificate in respect of amounts payable pursuant to any ParticipantSection 2.5.1, Assignee or other Transfereeset forth in reasonable detail the basis for and the calculation of such amounts, and (ii) in the case of a certificate in respect of amounts payable pursuant to Section 2.5.2, (A) set forth at least the same amount of detail in respect of the calculation of such amount as Lender provides in similar circumstances to other similarly situated borrowers from Lender, and (B) include a statement by Lender that it has allocated to the Loan a proportionately equal amount of any calculations required reduction of the rate of return on Lender's capital due to a Capital Adequacy Rule as it has allocated to each of its other commitments to lend or to each of its other outstanding loans that are affected similarly by such provisions shall be made based upon the circumstances of such Participant, Assignee or other TransfereeCapital Adequacy Rule.
Appears in 1 contract
Increased Cost and Reduced Return. (a) If If, on or after the date hereof, a Change the adoption of Law any applicable law, rule or regulation, or any change in any applicable 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 compliance by any Bank (or its Lending Office) with any request or directive (whether or not having the force of law) made at the Closing Date of any Authority:
(i) such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve, special deposit or similar requirement reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve SystemJapanese Central Bank), but excluding any such special deposit, insurance assessment or similar requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Lending Office); or
(ii) or shall impose on any Bank (or its Lending Office) or on the London interbank market any other condition materially more burdensome in nature, extent or consequence than those in existence as of the Loan Effective Date affecting its Euro-Dollar such Bank’s TIBOR Loans, its Notes Note, or its obligation to make Euro-Dollar TIBOR Loans; , and the result of any of the foregoing is to increase the cost to such Bank (or its Lending Office) of making or maintaining any TIBOR Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Lending Office) under this Agreement or under its Notes Note with respect theretoto such TIBOR Loans, by an amount deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Administrative Agent), the each Borrower shall pay to such Bank such additional amount or amounts attributable to the TIBOR Loans made to such Borrower (based upon a reasonable allocation thereof by such Bank to the TIBOR Loans made by such Bank hereunder) as will compensate such Bank for such increased cost or reductionreduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstances.
(b) If any Bank reasonably shall have reasonably determined that that, after the date hereof hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change thereinin 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 compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) made after the Closing Date of any Authoritysuch authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Bank's capital Bank (or its Parent) as a consequence of its such Bank’s obligations hereunder to a level below that which such Bank (or its Parent) could have achieved but for such adoption, change change, request or compliance directive (taking into consideration such Bank's its policies with respect to capital adequacy) by an amount reasonably deemed by such Bank to be material, then from time to time, within 15 days after demand by such BankBank (with a copy to the Administrative Agent), the each Borrower shall pay to such Bank such additional amount or amounts attributable to the TIBOR Loans made to such Borrower as will compensate such Bank (or its Parent) for such reductionreduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstances.
(c) Each Bank will promptly notify the Borrower AMB LP and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section 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 reasonable judgment of such Bank, be otherwise disadvantageous to such Bank. If such Bank shall fail to notify AMB LP of any such event within ninety (90) days following the end of the month during which such event occurred, then the applicable Borrower’s and Guarantor’s liability for any amounts described in this Section incurred by such Bank as a result of such event shall be limited to those attributable to the period occurring subsequent to the ninetieth (90th) day prior to, but excluding, the date upon which such Bank actually notified AMB LP of the occurrence of such event. A certificate of any Bank claiming compensation under this Section and setting forth a reasonably detailed calculation of the additional amount or amounts to be paid to it hereunder shall be conclusive, provided it has a reasonable basis for claiming compensation, conclusive in the absence of manifest demonstrable error. In determining such amount, such Bank may use any reasonable averaging and attribution methods.
(d) The provisions of If at any time, any Bank shall be owed amounts pursuant to this Section 8.03 8.3, AMB LP shall have the right, upon five (5) Business Day’s notice to the Administrative Agent to either (x) cause a bank, reasonably acceptable to the Administrative Agent, to offer to purchase the Commitments of such Bank for an amount equal to such Bank’s outstanding Loans, and to become a Bank hereunder, or to obtain the agreement of one or more existing Banks to offer to purchase the Commitments of such Bank for such amount, which offer such Bank is hereby required to accept, or (y) to repay in full all Loans then outstanding of such Bank, together with interest and all other amounts due thereon, upon which event, such Bank’s Commitment shall be applicable with respect deemed to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transfereecanceled pursuant to Section 2.11(c).
Appears in 1 contract
Increased Cost and Reduced Return. (a) If If, on or after the date hereofhereof in the case of Loans made pursuant to Section 2.1, a Change the adoption of Law any applicable law, rule or regulation, or any change in any applicable 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 compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) made after the Closing Date of any Authority:
(i) such authority, central bank or comparable agency, shall impose, modify or deem applicable any reserve, special deposit or similar requirement reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, Board (but excluding with respect to any Euro-Dollar Loan any such requirement included to the extent reflected in an applicable Euro-Dollar Reserve Percentage) )), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office); or
(ii) or shall impose on any Bank (or its Applicable Lending Office) or on the London interbank market any other condition materially more burdensome in nature, extent or consequence than those in existence as of the Closing Date affecting its such Bank’s Euro-Dollar Loans, its Notes Note, or its obligation to make Euro-Dollar Loans; , and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Notes Note with respect theretoto such Euro-Dollar Loans, by an amount deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Bank such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the Euro-Dollar Loans made by such Bank hereunder) as will compensate such Bank for such increased cost or reductionreduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstances.
(b) If any Bank reasonably shall have reasonably determined that that, after the date hereof hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change thereinin any law, rule or regulation regarding capital adequacy, 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 compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) made after the Closing Date of any Authoritysuch authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Bank's capital Bank (or its Parent) as a consequence of its such Bank’s obligations hereunder to a level below that which such Bank (or its Parent) could have achieved but for such adoption, change change, request or compliance directive (taking into consideration such Bank's its policies with respect to capital adequacy) by an amount reasonably deemed by such Bank to be material, then from time to time, within 15 days after demand by such BankBank (with a copy to the Administrative Agent), the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank (or its Parent) for such reductionreduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstances.
(c) Each Bank 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 Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Bank, be otherwise disadvantageous to such Bank. If such Bank shall fail to notify Borrower of any such event within 90 days following the end of the month during which such event occurred, then Borrower’s liability for any amounts described in this Section incurred by such Bank as a result of such event shall be limited to those attributable to the period occurring subsequent to the ninetieth (90th) day prior to the date upon which such Bank actually notified Borrower of the occurrence of such event. A certificate of any Bank claiming compensation under this Section and setting forth a reasonably detailed calculation of the additional amount or amounts to be paid to it hereunder shall be conclusive, provided it has a reasonable basis for claiming compensation, conclusive in the absence of manifest demonstrable error. In determining such amount, such Bank may use any reasonable averaging and attribution methods.
(d) The provisions of If at any time, any Bank shall be owed amounts pursuant to this Section 8.03 8.3, the Borrower shall have the right, upon five (5) Business Day’s notice to the Administrative Agent to either (x) cause a bank, reasonably acceptable to the Administrative Agent, to offer to purchase the Commitments of such Bank for an amount equal to such Bank’s outstanding Loans and all amounts due such Bank hereunder (including, without limitation, interest, Facility Fees and all amounts payable pursuant to Section 2.13 and this Section 8.3), and to become a Bank hereunder, or to obtain the agreement of one or more existing Banks to offer to purchase the Commitments of such Bank for such amount, which offer such Bank is hereby required to accept, or (y) to repay in full all Loans then outstanding of such Bank, together with interest thereon, Facility Fees and all other amounts due such Bank hereunder (including, without limitation, amounts payable pursuant to Section 2.13 and this Section 8.3), upon which event, such Bank’s Commitment shall be applicable with respect deemed to any Participantbe cancelled pursuant to Section 2.11(e). Any Bank subject to this Section 8.3(d) shall retain the benefits of Sections 2.16(f), Assignee 2.16(g), 8.3, 8.4 and 9.3 for the period prior to such purchase or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transfereecancellation.
Appears in 1 contract
Sources: Revolving Credit Agreement (Erp Operating LTD Partnership)
Increased Cost and Reduced Return. (a) If If, on or after the date hereof, a Change the adoption of Law any applicable law, rule or regulation, or any change therein, or any change in the official interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank Lender (or its Lending Officelending office) with any request or directive (whether or not having the force of law) of any Authoritysuch authority, central bank or comparable agency:
(ia) shall subject any Lender (or its lending office) to any charges of any kind (other than Withholding Taxes covered by Section 3.06 hereof) with respect to the Loans, its Notes or its obligation to make the Loans available, or shall change the basis of taxation of payments to any Lender (or its lending office) of the principal of or interest on the Loans or any other amounts due under this Agreement in respect of the Loans or its obligation to make the Loans; or
(b) shall impose, modify or deem applicable any reserve, special deposit or similar requirement requirements (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Bank Lender (or its Lending Office); or
(iilending office) or shall impose on any Bank Lender (or its Lending Officelending office) or on the London offshore interbank market any other condition affecting its Euro-Dollar the Loans, its Notes or its obligation to make Euro-Dollar Loansthe Loans available; and the result of any of the foregoing is to increase the cost to such Bank Lender (or its Lending Officelending office) of making or maintaining any Loanthe Loans, or to reduce the amount of any sum received or receivable by such Bank Lender (or its Lending Officelending office) under this Agreement or under its Notes with respect thereto, by an amount deemed by such Bank Lender to be material, then, within 15 fifteen (15) days after demand by such Bank Lender (with a copy to the Administrative Agent), the Borrower Company shall pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender for such increased cost or reduction.
(b) If any Bank reasonably shall have determined that after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, has or would have the effect of reducing the rate of return on such Bank's capital as a consequence of its obligations hereunder to a level below that which such Bank could have achieved but for such adoption, change or compliance (taking into consideration such Bank's policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time, within 15 days after demand by such Bank, the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such reduction.
(c) Each Bank will promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section 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 Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank Lender claiming compensation under this Section 3.04 and setting forth the additional amount or amounts in reasonable detail (including an explanation of the basis therefor and the computation of such amount) to be paid to it hereunder shall be conclusive, provided it has a reasonable basis for claiming compensation, in the absence of manifest errordeemed prima facie correct. In determining such amount, such Bank Lender may use any reasonable averaging and attribution methods.
(d) The provisions of this Section 8.03 shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee.
Appears in 1 contract
Sources: Senior Subordinated Credit Agreement (Pro Fac Cooperative Inc)
Increased Cost and Reduced Return. (a) If If, after the date hereof, a Change the adoption of Law any applicable Law, rule, or regulation, or any change in any applicable 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 compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank, or comparable agency:
(i) shall subject such Bank (or its Applicable Lending Office) to any Tax, duty, or other charge with respect to any Eurodollar Loans, its Note, or its obligation to make Eurodollar Loans, or change the basis of taxation of any amounts payable to such Bank (or its Applicable Lending Office) under this Agreement or its Note in respect of any Eurodollar Loans (other than Taxes imposed on the overall net income of such Bank by the jurisdiction in which such Bank has its principal office or such Applicable Lending Office);
(ii) shall impose, modify modify, or deem applicable any reserve, special deposit deposit, assessment, compulsory loan, or similar requirement (including, without limitation, any such requirement imposed by other than the Board of Governors Reserve Requirement utilized in the determination of the Federal Reserve System, but excluding Adjusted Eurodollar Rate) relating to any such requirement included in an applicable Euro-Dollar Reserve Percentage) against extensions of credit or other assets of, or any deposits with or for the account other liabilities or commitments of, or credit extended by, any such Bank (or its Applicable Lending Office), including the Commitment of such Bank hereunder; or
(iiiii) shall impose on any such Bank (or its Applicable Lending Office) or on the London interbank market any other condition affecting its Euro-Dollar Loans, its Notes this Agreement or its obligation to make Euro-Dollar LoansNote or any of such extensions of credit or liabilities or commitments; and and
(iv) the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making making, Converting into, Continuing, or maintaining any Loan, Eurodollar Loans or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Notes Note with respect theretoto any Eurodollar Loans, by an amount deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Agent), the then Borrower shall pay to such Bank on demand such additional amount or amounts as will compensate such Bank for such increased cost or reduction. If any Bank requests compensation by Borrower under this Section 4.1(a), Borrower may, by notice to such Bank (with a copy to Administrative Agent), suspend the obligation of such Bank to make or Continue Eurodollar Loans or to Convert all or part of the Base Rate Loan owing to such Bank into Eurodollar Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 shall be applicable); provided that such suspension shall not affect the right of such Bank to receive the compensation so requested.
(b) If If, after the date hereof, any Bank reasonably shall have determined that after the date hereof the adoption of any applicable lawLaw, rule rule, or regulation regarding capital adequacy, adequacy or any change thereintherein or in the interpretation or administration thereof by any Governmental Authority, central bank, or any change in comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank, or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Bank's capital Bank or any corporation controlling such Bank as a consequence of its such Bank's obligations hereunder to a level below that which such Bank or such corporation could have achieved but for such adoption, change change, request, or compliance directive (taking into consideration such Bank's its policies with respect to capital adequacy) by an amount deemed by such Bank to be material), then from time to time, within 15 days after time upon demand by such Bank, the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such reduction.
(c) Each Bank will shall 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 Bank to compensation pursuant to this Section 4.1 and will designate a different Applicable 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 Bank, be otherwise disadvantageous to such Bankit. A certificate of any Any Bank claiming compensation under this Section 4.1 shall furnish to Borrower and Administrative Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive, provided it has a reasonable basis for claiming compensation, conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods.
(d) The provisions of this Section 8.03 shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee.
Appears in 1 contract
Increased Cost and Reduced Return. (a) If If, after the date hereof, a Change the adoption of Law any applicable law, rule, or regulation, or any change in any applicable 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 compliance by any Bank of the Banks (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank, or comparable agency:
(i) shall subject any of the Banks (or the Applicable Lending Office) to any tax, duty, or other charge with respect to any Loans, its Note, or its obligation to make Loans, or change the basis of taxation of any amounts payable to the Banks (or their Applicable Lending Office) under this Agreement or its Note in respect of any Loans (other than taxes imposed on the overall net income of the Bank by the jurisdiction in which the Bank involved has its principal office or such Applicable Lending Office);
(ii) shall impose, modify modify, or deem applicable any reserve, special deposit deposit, assessment, compulsory loan, or similar requirement (including, without limitation, any such requirement imposed by other than the Board of Governors Reserve Requirement utilized in the determination of the Federal Reserve System, but excluding Adjusted Libor Rate) relating to any such requirement included in an applicable Euro-Dollar Reserve Percentage) against extensions of credit or other assets of, or any deposits with or for the account other liabilities or commitments of, or credit extended by, any Bank of the Banks (or its their Applicable Lending Office), including the Commitment of the Banks hereunder; or
(iiiii) shall impose on any Bank of the Banks (or its their Applicable Lending Office) or on the London interbank market any other condition affecting its Euro-Dollar Loans, its Notes this Agreement or its obligation to make Euro-Dollar LoansNote or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to such Bank any of the Banks (or its their Applicable Lending Office) of making or maintaining any Loan, Loans or its commitment to make Loans or to reduce the amount of any sum received or receivable by such the Bank (or its Applicable Lending Office) under this Agreement or under its Notes the Note with respect theretoto any Loans or its commitment to make Loans, by an amount deemed by such Bank to be materialthen Borrowers shall jointly and severally, then, within 15 days after demand by such Bank (with a copy pay to the Agent), the Borrower shall pay to Banks on demand such Bank such additional amount or amounts as will compensate such Bank the Banks for such increased cost or reduction. If the Banks request compensation by Borrowers under this SECTION 4.1(a), Borrowers may, by notice to the Banks, suspend the obligation of the Banks to make Loans until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of SECTION 4.4 shall be applicable); provided that such suspension shall not affect the right of the Banks to receive the compensation so requested as to any Loans that remain outstanding as of the date of such request.
(b) If If, after the date hereof, any Bank reasonably shall have determined that after the date hereof the adoption of any applicable law, rule rule, or regulation regarding capital adequacy, adequacy or any change thereintherein or in the interpretation or administration thereof by any Governmental Authority, central bank, or any change in comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank, or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Bank's capital Bank or any corporation controlling such Bank as a consequence of its such Bank's obligations hereunder to a level below that which the Bank or such Bank corporation could have achieved but for such adoption, change change, request, or compliance directive (taking into consideration such Bank's its policies with respect to capital adequacy) by an amount deemed by such Bank to be material), then from time to timetime upon demand Borrowers shall jointly and severally, within 15 days after demand by such Bank, the Borrower shall pay to such Bank the Banks such additional amount or amounts as will compensate such Bank the Banks for such reduction.
(c) Each Bank will The Banks shall promptly notify the Borrower and the Agent Borrowers of any event of which it has they have knowledge, occurring after the date hereof, which will entitle such Bank the Banks to compensation pursuant to this Section section and will designate a different Applicable 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 Bankthe Banks, be otherwise disadvantageous to such Bankit. A certificate of any Bank claiming compensation under this Section and The Banks shall furnish to Borrowers a statement setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive, provided it has a reasonable basis for claiming compensation, conclusive in the absence of manifest error. In determining such amount, such Bank may the Banks shall use any reasonable averaging and attribution methods.
(d) The provisions of this Section 8.03 shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee.
Appears in 1 contract
Sources: Credit Agreement (Nelnet Inc)
Increased Cost and Reduced Return. (a) If If, on or after the date hereof, a any Change of in Law or compliance by any Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any Authorityshall:
(i) shall impose, modify or deem applicable any reservereserve (including pursuant to regulations issued from time to time by the FRB for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as "Eurocurrency liabilities" in Regulation D)), special deposit deposit. compulsory loan, insurance charge or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended or participated in by, any Bank (or its Lending Officelending branch)
(ii) shall subject Bank (or its lending branch) to any tax, duty or other charge with respect to its Fixed Rate Loans, its Notes, or its obligation to make Fixed Rate Loans, or shall change the basis of taxation of payments to Bank (or its lending branch) of the principal of or interest on its Fixed Rate Loans, or any other amounts due under this Agreement or any other Loan Document in respect of its Fixed Rate Loans, or its obligation to make Fixed Rate Loans (except for changes in the rate of tax on the overall net income of Bank (or its lending branch) imposed by the jurisdiction in which Bank’s principal executive office or lending branch is located); or
(iiiii) shall impose on any Bank (or its Lending Office) or on the London interbank market any other condition condition, cost or expense affecting its Euro-Dollar Loans, its Notes this Agreement or its obligation to make Euro-Dollar LoansSOFR Loans made by Bank therein; and the result of any of the foregoing is to increase the cost to such Bank (or its Lending Officelending branch) of making or maintaining any Fixed Rate Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Lending Officelending branch) under this Agreement or under its Notes any other Loan Document with respect thereto, by an amount deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Agent)Bank, the Borrower shall be obligated to pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction.
(b) If any If, after the date hereof, Bank reasonably shall have determined that after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change Change in the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, Law has or would have had the effect of reducing the rate of return on such Bank's ’s capital as a consequence of its obligations ‑28‑ DOCPROPERTY "CUS_DocIDChunk0" 4902-4014-4389\11 hereunder to a level below that which such Bank could have achieved but for such adoption, change or compliance Change in Law (taking into consideration such Bank's ’s policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time, within 15 days after demand by such Bank, the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such reduction.
(c) Each Bank will promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section 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 Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section 3.6 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive, provided it has a reasonable basis for claiming compensation, in the absence of conclusive absent manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods.
(d) The provisions of this Section 8.03 shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee.
Appears in 1 contract
Increased Cost and Reduced Return. (a) If If, on or after the date hereof, a Change the adoption of Law any applicable law, rule or regulation, or any change in any applicable 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 compliance by any Bank Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any Authority:
(i) such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve, special deposit or similar requirement reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve SystemBoard, but excluding any such special deposit, insurance assessment or similar requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Bank Lender (or its Applicable Lending Office); or
(ii) or shall impose on any Bank Lender (or its Applicable Lending Office) or on the London interbank market any other condition affecting its Euro-Dollar Eurodollar Rate Loans, its Notes evidencing Eurodollar Rate Loans, or its obligation to make Euro-Dollar Eurodollar Rate Loans; , and the result of any of the foregoing is to increase the cost to such Bank Lender (or its Applicable Lending Office) of making or maintaining any Loan, or to reduce the amount of any sum received or receivable by such Bank Lender (or its Applicable Lending Office) under this Agreement or under its Notes with respect theretothereto (other than any increased costs on account of (x) Taxes imposed on or with respect to a payment hereunder, by an amount deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to y) Taxes described in clauses (ii) through (iv) of the Agentdefinition of “Excluded Taxes” and (z) Connection Income Taxes), the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank Lender for such increased cost or reduction.
(breduction shall constitute “Increased Costs” payable by the Borrower pursuant to Sections 9.1(a) If any Bank reasonably and 6.4; provided that such amounts shall have determined that after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, has or would have the effect of reducing the rate of return on such Bank's capital as a consequence of its obligations hereunder to a level below be no greater than that which such Bank could have achieved but for such adoption, change or compliance (taking into consideration such Bank's policies with respect Lender is generally charging other borrowers similarly situated to capital adequacy) by an amount deemed by such Bank to be material, then from time to time, within 15 days after demand by such Bank, the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such reductionBorrower.
(c) Each Bank will promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section 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 Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive, provided it has a reasonable basis for claiming compensation, in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods.
(d) The provisions of this Section 8.03 shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee.
Appears in 1 contract
Increased Cost and Reduced Return. (a) If If, on or after the date hereof, a Change the adoption of Law any applicable law, rule or regulation, or any change in any applicable 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 compliance by any Bank Lender (or its LIBOR Lending Office) with any request or directive (whether or not having the force of law) of any such Governmental Authority:
(i) , central bank or comparable agency shall impose, modify or deem applicable any reserve, special deposit or similar requirement reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, (but excluding with respect to any such requirement included reflected in an applicable Euro-Dollar Reserve Percentage) the then effective LIBOR Rate)), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank Lender (or its LIBOR Lending Office); or
(ii) or shall impose on any Bank Lender (or its LIBOR Lending Office) or on the London interbank market any other condition affecting its Euro-Dollar Loansany loan bearing interest at the LIBOR Rate, its Notes or its obligation to make Euro-Dollar Loans; and the result of any of the foregoing is to increase the cost to such Bank Lender (or its LIBOR Lending Office) of making or maintaining any Loanthe Loan at the LIBOR Rate, or to reduce the amount of any sum received or receivable by such Bank Lender (or its LIBOR Lending Office) under this Agreement or under its Notes Note with respect thereto, by an amount deemed by such Bank Lender in its reasonable judgment to be material, then, within 15 thirty (30) days after demand by such Bank (with a copy to the Agent)Lender, the Borrower shall pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender for such increased cost or reduction.
(b) If any Bank reasonably Lender shall have determined that that, after the date hereof hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, Capital Adequacy Rule has or would have the effect of reducing the rate of return on such Bank's capital of Lender (or its Parent) as a consequence of its ▇▇▇▇▇▇'s obligations hereunder to a level below that which such Bank Lender (or its Parent) could have achieved but for such adoption, change change, request or compliance directive (taking into consideration such Bank's its policies with respect to capital adequacy) by an amount deemed by such Bank Lender to be material, then from time to time, within 15 fifteen (15) days after demand by such Bank▇▇▇▇▇▇, the Borrower shall pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender (or its Parent) for such reduction.
(c) Each Bank Lender will promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank the Lender to compensation pursuant to this Section 2.4 and will designate a different LIBOR Lending Office if such designation will avoid the need for, or reduce the amount of, of such compensation and will not, in the judgment of such BankLender, be otherwise disadvantageous to such BankLender. A certificate of any Bank Lender claiming compensation under this either Section 2.4(a) or 2.4(b) and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive, provided it has a reasonable basis for claiming compensation, conclusive in the absence of manifest error. In determining such amount, such Bank may use ; provided that any reasonable averaging and attribution methods.
(d) The provisions of certificate delivered by Lender pursuant to this Section 8.03 2.4(c) shall be applicable with (i) in the case of a certificate in respect of amounts payable pursuant to any ParticipantSection 2.4(a), Assignee or other Transfereeset forth in reasonable detail the basis for and the calculation of such amounts, and (ii) in the case of a certificate in respect of amounts payable pursuant to Section 2.4(b), (A) set forth at least the same amount of detail in respect of the calculation of such amount as Lender provides in similar circumstances to other similarly situated borrowers from Lender, and (B) include a statement by Lender that it has allocated to the Loan a proportionately equal amount of any calculations required reduction of the rate of return on Lender’s capital due to a Capital Adequacy Rule as it has allocated to each of its other outstanding loans that are effected similarly by such provisions shall be made based upon the circumstances of such Participant, Assignee or other TransfereeCapital Adequacy Rule.
Appears in 1 contract
Sources: Note (Reading International Inc)
Increased Cost and Reduced Return. If on or after (ax) If after the date hereofof this Agreement, a Change in the case of Law any Committed Loan or any obligation to make Committed Loans or (y) the date of any related Bid Rate Quote, in the case of any Bid Rate Loan, the adoption of any applicable law, rule or regulation, or any change in any applicable 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 compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) issued on or after such date of any Authority:
(i) such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentagefor which such Bank is entitled to compensation for the relevant Interest Period under Section 2.16) against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office); or
(ii) or shall impose on any Bank (or its Applicable Lending Office) or on the London interbank market any other condition (other than in respect of Taxes or Other Taxes) affecting its Euro-Dollar Fixed Rate Loans, its Notes or its obligation to make Euro-Dollar Loans; Fixed Rate Loans and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any Loan, Fixed Rate Loan or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Notes with respect thereto, by an amount deemed by such Bank to be material, then, within 15 days after receipt by the Company of written demand by such Bank (with a copy to the Senior Managing Agent), the Borrower Company shall pay to such Bank such additional an amount or amounts as will compensate such Bank for such increased cost or reduction.
(b) If any Bank reasonably shall have determined that after which on an after-tax basis is necessary to maintain the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, has or would have the effect of reducing the same rate of return on such Bank's capital as a consequence of its obligations hereunder to a level below that existed immediately prior thereto which such Bank could have achieved but for such adoptionreasonably determines is attributable to this Agreement, change its Loans or compliance its obligations to make Loans hereunder (after taking into consideration account such Bank's policies with respect as to capital adequacy) by an amount deemed by such Bank to be material, then from time to time, within 15 days after demand by such Bank, the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such reduction).
(c) Each Bank will promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section 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 Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive, provided it has a reasonable basis for claiming compensation, in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods.
(d) The provisions of this Section 8.03 shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee.
Appears in 1 contract
Increased Cost and Reduced Return. (a) If after After the date hereofof this Agreement, a Change if the adoption of any Applicable Law or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) WFB with any request or directive (whether or not having the force of law) of any Authority:
such Governmental Authority (ia) shall imposesubjects WFB to any charge or withholding on or in connection with this Agreement or any Related Document or any Purchased Account, modify any Related Rights with respect thereto or deem any Collateral, (b) changes the basis of taxation of payments to WFB in respect of any amounts payable under this Agreement or any Related Document (except for changes in the rate of tax on the overall net income before tax of WFB), (c) imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or any credit extended byby WFB, any Bank (or its Lending Office); or
(iid) shall impose on any Bank (or its Lending Office) or on the London interbank market any other condition affecting its Euro-Dollar Loans, its Notes or its obligation to make Euro-Dollar Loans; and the result of any of the foregoing is to increase the cost to such Bank (or its Lending Office) of making or maintaining any Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Lending Office) under this Agreement or under its Notes with respect thereto, by an amount deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Agent), the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction.
(b) If any Bank reasonably shall have determined that after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, has or would have the effect of reducing the rate of return on such Bank's WFB’s capital as a consequence of its obligations hereunder to a level below that which such Bank WFB could have achieved but for such adoption, change or compliance (taking into consideration such Bank's WFB’s policies concerning capital adequacy) or (e) imposes any other condition, and the result of any of the foregoing is (x) to impose a cost on, or increase the cost to WFB of its purchasing, maintaining or funding any interest acquired under this Agreement or any Related Document, (y) to reduce the amount of any sum received or receivable by, or to reduce the rate of return of, WFB under this Agreement or any related transaction document or (z) to require any payment calculated by reference to the amounts received by it hereunder, then, upon demand by WFB, the Customer shall pay to WFB (with respect to capital adequacyamounts owed to it) by an amount deemed by such Bank to be material, then from time to time, within 15 days after demand by such Bank, the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank WFB for such increased cost or reduction.
(c) Each Bank will promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section 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 Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive, provided it has a reasonable basis for claiming compensation, in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods.
(d) The provisions of this Section 8.03 shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee.
Appears in 1 contract
Sources: Account Purchase Agreement (Cypress Energy Partners, L.P.)
Increased Cost and Reduced Return. (a) If If, on or after the date hereof, a Change the adoption of Law any applicable law, rule or regulation, or any change in any applicable 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 compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) made after the Closing Date of any Authority:
(i) such authority, central bank or comparable agency, shall impose, modify or deem applicable any reserve, special deposit or similar requirement reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, System (but excluding with respect to any Euro-Currency Loan any such requirement included reflected in an applicable Euro-Dollar Currency Reserve Percentage) )), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office); or
(ii) or shall impose on any Bank (or its Applicable Lending Office) or on the London interbank market any other condition materially more burdensome in nature, extent or consequence than those in existence as of the Loan Effective Date affecting its such Bank’s Euro-Dollar Loans, its Notes Currency Loans or its obligation to make Euro-Dollar Currency Loans; , and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any Euro-Currency Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Notes Note with respect theretoto such Euro-Currency Loans, by an amount deemed reasonable determined by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Bank such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the Euro-Currency Loans made by such Bank hereunder) as will compensate such Bank for such increased cost or reductionreduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstances.
(b) If any Bank reasonably shall have reasonably determined that that, after the date hereof hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change thereinin 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 compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) made after the Closing Date of any Authoritysuch authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Bank's capital Bank (or its Parent) as a consequence of its such Bank’s obligations hereunder to a level below that which such Bank (or its Parent) could have achieved but for such adoption, change change, request or compliance directive (taking into consideration such Bank's its policies with respect to capital adequacy) by an amount reasonably deemed by such Bank to be material, then from time to time, within 15 days after demand by such BankBank (with a copy to the Administrative Agent), the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank (or its Parent) for such reductionreduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstances.
(c) Each Bank 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 Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Bank, be otherwise disadvantageous to such Bank. Notwithstanding the foregoing, if such Bank shall fail to notify Borrower of any such event within ninety (90) days following the end of the month during which such event occurred, then Borrower’s liability for any amounts described in this Section incurred by such Bank as a result of such event shall be limited to those attributable to the period occurring subsequent to the ninetieth (90th) day prior to, but excluding, the date upon which such Bank actually notified Borrower of the occurrence of such event. A certificate of any Bank claiming compensation under this Section and setting forth a reasonably detailed calculation of the additional amount or amounts to be paid to it hereunder shall be conclusive, provided it has a reasonable basis for claiming compensation, conclusive in the absence of manifest demonstrable error. In determining such amount, such Bank may use any reasonable averaging and attribution methods.
(d) The provisions of If at any time, any Bank has demanded compensation pursuant to this Section 8.03 8.3, the Borrower shall have the right, upon five (5) Business Day’s notice to the Administrative Agent to either (x) cause a Qualified Institution, reasonably acceptable to the Administrative Agent, to offer to purchase the Commitments of such Bank for an amount equal to such Bank’s outstanding Loans plus accrued interest, fees and other amounts due to such Bank, and to become a Bank hereunder, or to obtain the agreement of one or more existing Banks to offer to purchase the Commitments of such Bank for such amount, which offer such Bank is hereby required to accept, or (y) to repay in full all Loans then outstanding of such Bank, together with interest and all other amounts due thereon, upon which event, such Bank’s Commitment shall be applicable with respect deemed to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transfereecanceled.
Appears in 1 contract
Increased Cost and Reduced Return. (a) If after the date hereof, a any Change of Law or compliance by in Law:
(i) shall subject any Bank Lender (or its Lending Office) to any tax, duty or other charge with respect to its Eurodollar Loans, its Notes or its obligation to make Eurodollar Loans or shall change the basis of taxation of payments to any request Lender (or directive (whether or not having the force of lawits Lending Office) of the principal of or interest on its Eurodollar Loans or any Authority:other Loan Document in respect of its Eurodollar Loans or its obligation to make Eurodollar Loans (except for changes in the rate of tax on the overall net income of such Lender or its Lending Office imposed by the jurisdiction in which such Lender’s principal executive office or Lending Office is located); or
(iii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, including any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Eurodollar Loans any such requirement included in an applicable Euro-Dollar Eurodollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Bank Lender (or its Lending Office); or
(ii) or shall impose on any Bank Lender (or its Lending Office) or on the London interbank market any other condition affecting its Euro-Dollar Eurodollar Loans, its Notes or its obligation to make Euro-Dollar Eurodollar Loans; and the result of any of the foregoing is to increase the cost to such Bank Lender (or its Lending Office) of making or maintaining any Eurodollar Loan, or to reduce the amount of any sum received or receivable by such Bank Lender (or its Lending Office) under this Agreement or under its Notes any other Loan Document with respect thereto, by an amount deemed by such Bank Lender to be material, then, within 15 days after demand by such Bank Lender (with a copy to the Administrative Agent), the Borrower shall be obligated to pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender for such increased cost or reduction.
(b) If If, after the date hereof, any Bank reasonably Lender or Administrative Agent shall have determined that after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change Change in the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, Law has or would have had the effect of reducing the rate of return on such Bank's Lender’s or such corporation’s capital or liquidity requirements as a consequence of its obligations hereunder to a level below that which such Bank Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Bank's Lender’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by such Bank Lender to be material, then from time to time, within 15 days after demand by such BankLender (with a copy to Administrative Agent), the Borrower shall pay to such Bank Lender, as applicable, such additional amount or amounts as will compensate such Bank Lender for such reduction.
(c) Each Bank will promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section 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 Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank a Lender claiming compensation under this Section 3.6 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive, provided it has a reasonable basis for claiming compensation, in the absence of conclusive absent manifest error. In determining such amount, such Bank Lender may use any reasonable averaging and attribution methods.
(d) The provisions of this Section 8.03 shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee.
Appears in 1 contract
Sources: Credit Agreement (Techne Corp /Mn/)
Increased Cost and Reduced Return. (a) If If, on or after the date hereof, a Change the adoption or phase in of Law any applicable law, rule or regulation, or any change in any applicable law, rule, directive, guideline, decision, or regulation, or any change in the interpretation, re-interpretation, application or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive (whether or not having the force of law) made at the Closing Date of any Authority:
(i) such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve, special deposit or similar requirement reserve (including, without limitation, including any such requirement imposed by the Board of Governors of the Federal Reserve SystemJapanese Central Bank), but excluding any such special deposit, insurance assessment or similar requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Lending Office); or
(ii) or shall impose on any Bank (or its Lending Office) or on the London interbank market any other condition materially more burdensome in nature, extent or consequence than those in existence as of the Effective Date affecting its Euro-Dollar such Bank’s Yen LIBOR Loans, its Notes Note, or its obligation to make Euro-Dollar Yen LIBOR Loans; , and the result of any of the foregoing is to increase the cost to such Bank (or its Lending Office) of making or maintaining any Yen LIBOR Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Lending Office) under this Agreement or under its Notes Note with respect theretoto such Yen LIBOR Loans, by an amount deemed by such Bank to be material, then, subject to the provisions of Section 8.4 (which shall be controlling with respect to matters covered thereby), within 15 days after demand by such Bank (with a copy to the Administrative Agent), the each Borrower shall pay to such Bank such additional amount or amounts attributable to the Yen LIBOR Loans made to such Borrower (based upon a reasonable allocation thereof by such Bank to the Yen LIBOR Loans made by such Bank hereunder) as will compensate such Bank for such increased cost or reductionreduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstances.
(b) If any Bank reasonably shall have reasonably determined that that, after the date hereof hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change thereinin 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 compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) made after the Closing Date of any Authoritysuch authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Bank's capital Bank (or its Bank Parent) as a consequence of its such Bank’s obligations hereunder to a level below that which such Bank (or its Bank Parent) could have achieved but for such adoption, change change, request or compliance directive (taking into consideration such Bank's its policies with respect to capital adequacy) by an amount reasonably deemed by such Bank to be material, then from time to time, within 15 days after demand by such BankBank (with a copy to Administrative Agent), the each Borrower shall pay to such Bank such additional amount or amounts attributable to the Yen LIBOR Loans made to such Borrower as will compensate such Bank (or its Bank Parent) for such reductionreduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstances.
(c) Each Bank will promptly notify the Borrower Prologis and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section 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 reasonable judgment of such Bank, be otherwise disadvantageous to such Bank. If such Bank shall fail to notify Prologis of any such event within ninety (90) days following the end of the month during which such event occurred, then the applicable Borrower’s and Guarantor’s liability for any amounts described in this Section incurred by such Bank as a result of such event shall be limited to those attributable to the period occurring subsequent to the ninetieth (90th) day prior to, but excluding, the date upon which such Bank actually notified Prologis of the occurrence of such event. A certificate of any Bank claiming compensation under this Section and setting forth a reasonably detailed calculation of the additional amount or amounts to be paid to it hereunder shall be conclusive, provided it has a reasonable basis for claiming compensation, conclusive in the absence of manifest demonstrable error. In determining such amount, such Bank may use any reasonable averaging and attribution methods.
(d) The provisions of If at any time, any Bank shall be owed amounts pursuant to this Section 8.03 8.3, Prologis shall have the right, upon five (5) Business Day’s notice to Administrative Agent to either (x) cause a bank, reasonably acceptable to Administrative Agent, to offer to purchase the Commitments of such Bank for an amount equal to such Bank’s outstanding Loans and to become a Bank hereunder, or to obtain the agreement of one or more existing Banks to offer to purchase the Commitments of such Bank for such amount, which offer such Bank is hereby required to accept, or (y) to repay in full all Loans then outstanding of such Bank, together with interest and all other amounts due thereon, upon which event, such Bank’s Commitment shall be applicable with respect deemed to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transfereecanceled pursuant to Section 2.11(e).
Appears in 1 contract
Increased Cost and Reduced Return. (a) If on or after the date hereof, a Change the adoption of Law any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency (including the NAIC) charged with the interpretation or administration thereof, or compliance by any Bank Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any Authority:
such authority, central bank or comparable agency (iincluding the NAIC) shall impose, modify or deem applicable any reserve, special deposit or similar requirement reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Eurodollar Rate Advance any such requirement included in an applicable Euro-Dollar Eurodollar Reserve Percentage) ), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank Lender (or its Applicable Lending Office); or
(ii) or shall impose on any Bank Lender (or its Applicable Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition affecting its Euro-Dollar LoansEurodollar Rate Advances, its Notes Note or its obligation to make Euro-Dollar Loans; Eurodollar Rate Advances and the result of any of the foregoing is to increase the cost to such Bank Lender (or its Applicable Lending Office) of making or maintaining any LoanEurodollar Rate Advance, or of issuing or maintaining any Letter of Credit or its obligations with respect thereto as the Issuing Bank or as a Lender participating therein, or to reduce the amount of any sum received or receivable by such Bank Lender (or its Applicable Lending Office) under this Agreement or under its Notes Note with respect thereto, by an amount deemed by such Bank Lender to be material, then, within 15 days after demand by such Bank Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender on an after-tax basis for such increased cost or reduction.
(b) If any Bank reasonably Lender shall have determined that that, after the date hereof hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change thereinin any such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency (including the NAIC) charged with the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authoritysuch authority, central bank or comparable agency (including the NAIC), has or would have the effect of reducing the rate of return on capital of such Bank's capital Lender (or its Parent) as a consequence of its such Lender’s obligations hereunder to a level below that which such Bank Lender (or its Parent) could have achieved but for such adoption, change change, request or compliance directive (taking into consideration such Bank's its policies with respect to capital adequacy) by an amount deemed by such Bank Lender to be material, then from time to time, within 15 days after demand by such BankLender (with a copy to the Administrative Agent), the Borrower shall pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender (or its Parent) on an after-tax basis for such reduction.
(c) Each Bank Lender 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 Bank Lender to compensation pursuant to this Section and will designate a different Applicable 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 BankLender, be otherwise disadvantageous to such BankLender. A certificate of any Bank Lender claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive, provided it has a reasonable basis for claiming compensation, conclusive in the absence of manifest error. In determining such amount, such Bank Lender may use any reasonable averaging and attribution methods.
(d) The provisions of this Section 8.03 shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee.
Appears in 1 contract
Increased Cost and Reduced Return. (a) If If, on or after the date hereof, a Change the adoption of Law any applicable law, rule or regulation, or any change in any applicable 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 compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) made at the Closing Date of any Authority:
(i) such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve, special deposit or similar requirement reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, System (but excluding with respect to any Euro-Dollar Loan any such requirement included reflected in an applicable Euro-Dollar Reserve Percentage) )), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office); or
(ii) or shall impose on any Bank (or its Applicable Lending Office) or on the London interbank market any other condition materially more burdensome in nature, extent or consequence than those in existence as of the date hereof affecting its such Bank's Euro-Dollar Loans, its Notes Note, or its obligation to make Euro-Dollar Loans; , and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Notes Note with respect theretoto such Euro-Dollar Loans, by an amount deemed by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Administrative Agent and Documentation Agent), the Borrower shall pay to such Bank such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the Euro-Dollar Loans made by such Bank hereunder) as will compensate such Bank for such increased cost or reductionreduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstances.
(b) If any Bank reasonably shall have reasonably determined that that, after the date hereof hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change thereinin 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 compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) made after the Closing Date of any Authoritysuch authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Bank's capital Bank (or its Parent) as a consequence of its such Bank's obligations hereunder to a level below that which such Bank (or its Parent) could have achieved but for such adoption, change change, request or compliance directive (taking into consideration such Bank's its policies with respect to capital adequacy) by an amount reasonably deemed by such Bank to be material, then from time to time, within 15 days after demand by such BankBank (with a copy to the Administrative Agent and Documentation Agent), the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank (or its Parent) for such reductionreduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstances.
(c) Each Bank 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 Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Bank, be otherwise disadvantageous to such Bank. If such Bank shall fail to notify Borrower of any such event within 90 days following the end of the month during which such event occurred, then Borrower's liability for any amounts described in this Section incurred by such Bank as a result of such event shall be limited to those attributable to the period occurring subsequent to the ninetieth (90th) day prior to the date upon which such Bank actually notified Borrower of the occurrence of such event. A certificate of any Bank claiming compensation under this Section and setting forth a reasonably detailed calculation of the additional amount or amounts to be paid to it hereunder shall be conclusive, provided it has a reasonable basis for claiming compensation, conclusive in the absence of manifest demonstrable error. In determining such amount, such Bank may use any reasonable averaging and attribution methods.
(d) The provisions of If at any time, any Bank shall be owed amounts pursuant to this Section 8.03 8.3, the Borrower shall be applicable with respect have the right, upon five (5) Business Day's notice to any Participantthe Administrative Agent to either (x) cause a bank, Assignee or other Transfereereasonably acceptable to the Administrative Agent, to offer to purchase the Commitments of such Bank for an amount equal to such Bank's outstanding Loans, and any calculations required by such provisions shall be made based upon to become a Bank hereunder, or to obtain the circumstances agreement of one or more existing Banks to offer to purchase the Commitments of such ParticipantBank for such amount, Assignee which offer such Bank is hereby required to accept, or (y) to repay in full all Loans then outstanding of such Bank, together with interest and all other Transfereeamounts due thereon, in accordance with the terms of Section 2.11.
Appears in 1 contract
Increased Cost and Reduced Return. (a) If after the date hereof, a Change of Law or compliance by any Bank Lender (or its Lending Office) with any request or directive (whether or not having the force of law) of any Authority:
(i) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit or letter of credit extended by, any Bank Lender (or its Lending Office); or
(ii) shall impose on any Bank Lender (or its Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition affecting its Euro-Dollar Loans, Letters of Credit, its Notes or its obligation to make Euro-Dollar Loans; and the result of any of the foregoing is to increase the cost to such Bank Lender (or its Lending Office) of making or maintaining any LoanLoan or Letter of Credit, or to reduce the amount of any sum received or receivable by such Bank Lender (or its Lending Office) under this Agreement or under its Notes with respect thereto, by an amount reasonably deemed by such Bank Lender to be material, then, within 15 30 days after demand by such Bank Lender (with a copy to the Agent), the Borrower Borrowers shall pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender for such increased cost or reduction.
(b) If any Bank reasonably Lender shall have determined in good faith that after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof, or compliance by any Bank Lender (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, has or would have the effect of reducing the rate of return on such BankLender's capital as a consequence of its obligations (whether with respect to Loans or the Letters of Credit) hereunder to a level below that which such Bank Lender could have achieved but for such adoption, change or compliance (taking into consideration such BankLender's policies with respect to capital adequacy) by an amount reasonably deemed by such Bank Lender to be material, then from time to time, within 15 30 days after demand by such BankLender, the Borrower Borrowers shall pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender for such reduction.
(c) Each Bank Lender will promptly notify the Borrower Borrowers and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank Lender 106 to compensation pursuant to this Section SECTION 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 BankLender, be otherwise disadvantageous to such Bank. Lender; provided that such Lender shall not be entitled to claim any additional compensation pursuant to this SECTION if such Lender fails to provide such notice to the Borrowers within 90 days of the date such Lender becomes aware of the occurrence of the event giving rise to the such claim.
(d) A certificate of any Bank Lender claiming compensation under this Section SECTION and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive, provided it has a reasonable basis for claiming compensation, conclusive in the absence of manifest errorerror if rendered in good faith. In determining such amount, such Bank Lender may use any reasonable averaging and attribution methods.
(de) The provisions of this Section SECTION 8.03 shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee.
Appears in 1 contract
Increased Cost and Reduced Return. (a) If after the date hereof, a Change of in Law or compliance by any Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any Authority:
(i) shall impose, modify or deem applicable any reserve, special deposit or similar requirement reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro‑Currency Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage) with respect to which such Lender is entitled to compensation during the relevant Interest Period under Section 2.14), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank such Lender (or its Applicable Lending Office); or
(ii) or shall impose on any Bank Lender (or its Applicable Lending Office) or on the London interbank market any other condition affecting its Euro-Dollar Currency Loans, its Notes Note(s) or its obligation to make Euro-Dollar Loans; Currency Loans or its obligations hereunder in respect of Letters of Credit and the result of any of the foregoing is to increase the cost to such Bank Lender (or its Applicable Lending Office) of making or maintaining any LoanEuro-Currency Loan or of issuing or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by such Bank Lender (or its Applicable Lending Office) under this Agreement or under its Notes Note(s) with respect thereto, by an amount deemed by such Bank Lender to be material, then, within 15 days after demand by such Bank Lender (with a copy to the Administrative Agent), the Borrower Company shall pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender for such increased cost or reduction.
(b) If any Bank reasonably Lender shall have determined that after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change a Change in the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, Law has or would have the effect of reducing the rate of return on capital of such Bank's capital Lender (or its Parent) as a consequence of its such Lender’s obligations hereunder to a level below that which such Bank Lender (or its Parent) could have achieved but for such adoption, change or compliance Change in Law (taking into consideration such Bank's its policies with respect to capital adequacy) by an amount deemed by such Bank Lender to be material, then from time to time, within 15 days after demand by such BankLender (with a copy to the Administrative Agent), the Borrower Company shall pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender (or its Parent) for such reduction.
(c) If after the date of this Agreement, a Change in Law shall subject any Lender to any taxes (other than Taxes imposed on or with respect to any payment made by a Borrower hereunder or under any Notes and Domestic Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and the result shall be to increase the cost to such Lender of making or maintaining any Euro-Currency Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise), then the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.
(d) Each Bank Lender will promptly notify the Borrower Company and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, and/or any Change in Law which will entitle such Bank Lender to compensation pursuant to this Section 8.03 and will designate a different Applicable 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 BankLender, be otherwise disadvantageous to such BankLender. A certificate of any Bank Lender claiming compensation under this Section 8.03 and setting forth the additional amount or amounts to be paid to it hereunder and the calculation of such amount or amounts in reasonable detail shall be conclusive, provided it has a reasonable basis delivered to the Company contemporaneously with any demand for claiming compensation, payment hereunder and shall be conclusive in the absence of manifest clearly demonstrable error. In determining such amount, such Bank Lender may use any reasonable averaging and attribution methods.
(de) The provisions Failure or delay on the part of any Lender or the Issuing Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Issuing Lender’s right to demand such compensation, as the case may be; provided that the Borrower shall not be required to compensate a Lender or the Issuing Lender pursuant to this Section 8.03 for any increased costs or reductions incurred more than 120 days prior to the date that such Lender or the Issuing Lender, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Issuing Lender’s intention to claim compensation therefor and of the amount of such compensation; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 120-day period referred to above shall be applicable with respect extended to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon include the circumstances period of such Participant, Assignee or other Transfereeretroactive effect thereof.
Appears in 1 contract
Increased Cost and Reduced Return. (a) If on or after the date hereof, a Change the adoption of Law any applicable law, rule or regulation, or any change therein, 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 compliance by any Bank (or its Lending Office) Lender with any request or directive (whether or not having the force of law) of any Authoritysuch authority, central bank or comparable agency:
(i) shall subject Lender to any tax, duty or other charge with respect to its Eurodollar Loans, the Revolving Loan Note or its obligation to make Eurodollar Loans, or shall change the basis of taxation of payments to Lender of the principal of or interest on its Eurodollar Loans or any other amounts due under this Agreement in respect of its Eurodollar Loans or its obligation to make Eurodollar Loans (except for changes in the rate of tax on the overall net income of Lender imposed by the jurisdiction in which Lender's principal executive office is located); or
(ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), but excluding any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Bank (Lender or its Lending Office); or
(ii) shall impose on any Bank (or its Lending Office) Lender or on the London interbank market any other condition affecting its Euro-Dollar Lender's Eurodollar Loans, its Notes the Revolving Loan Note or its obligation to make Euro-Dollar Eurodollar Loans; and the result of any of the foregoing is to increase the cost to such Bank (or its Lending Office) Lender of making or maintaining any Eurodollar Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Lending Office) Lender under this Agreement or under its Notes the Revolving Loan Note with respect thereto, by an amount deemed reasonably and in good faith by such Bank Lender to be material, then, Borrower shall, within 15 fifteen (15) days after demand by such Bank (with a copy Lender setting forth the computation of the amount of any increased costs, be obligated to the Agent), the Borrower shall pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender for such increased cost or reduction.
reduction (b) If any Bank reasonably shall have determined that after computed commencing on the effective date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, has or would have the effect of reducing the rate of return on such Bank's capital as a consequence of its obligations hereunder to a level below that which such Bank could have achieved but for such adoption, change or compliance (taking into consideration such Bank's policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time, within 15 days after demand by such Bank, the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such reduction.
(c) Each Bank will promptly notify the Borrower and the Agent of any event mentioned herein). Lender agrees to use its best efforts to give the Borrower notice of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section 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 Bank, be otherwise disadvantageous to such Bank. A certificate occurrence of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive, provided it has a reasonable basis for claiming compensation, in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methodsevent mentioned herein.
(d) The provisions of this Section 8.03 shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee.
Appears in 1 contract
Increased Cost and Reduced Return. (a) If If, on or after the date hereof, a Change the adoption of Law any applicable law, rule or regulation, or any change in any applicable 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 compliance by any Bank Lender (or its LIBOR Lending Office) with any request or directive (whether or not having the force of law) of any such Governmental Authority:
(i) , central bank or comparable agency shall impose, modify or deem applicable any reserve, special deposit or similar requirement reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, (but excluding with respect to any such requirement included reflected in an applicable Euro-Dollar Reserve Percentage) the then effective LIBOR Rate)), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank Lender (or its LIBOR Lending Office); or
(ii) or shall impose on any Bank Lender (or its LIBOR Lending Office) or on the London interbank market any other condition affecting its Euro-Dollar Loansany loan bearing interest at the LIBOR Rate, its Notes or its obligation to make Euro-Dollar Loans; and the result of any of the foregoing is to increase the cost to such Bank Lender (or its LIBOR Lending Office) of making or maintaining any Loanthe Loan at the LIBOR Rate, or to reduce the amount of any sum received or receivable by such Bank Lender (or its LIBOR Lending Office) under this Agreement or under its Notes Note with respect thereto, by an amount deemed by such Bank Lender to be material, then, within 15 fifteen (15) days after demand by such Bank (with a copy to the Agent)Lender, the Borrower shall pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender for such increased cost or reduction.
(b) If any Bank reasonably Lender shall have determined that that, after the date hereof hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, Capital Adequacy Rule has or would have the effect of reducing the rate of return on such Bank's capital of Lender (or its parent) as a consequence of its ▇▇▇▇▇▇'s obligations hereunder to a level below that which such Bank Lender (or its Parent) could have achieved but for such adoption, change change, request or compliance directive (taking into consideration such Bank's its policies with respect to capital adequacy) by an amount deemed by such Bank Lender to be material, then from time to time, within 15 fifteen (15) days after demand by such Bank▇▇▇▇▇▇, the Borrower shall pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender (or its Parent) for such reduction.
(c) Each Bank Lender will promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank the Lender to compensation pursuant to this Section 2.4 and will designate a different LIBOR Lending Office if such designation will avoid the need for, or reduce the amount of, of such compensation and will not, in the judgment of such BankLender, be otherwise disadvantageous to such BankLender. A certificate of any Bank Lender claiming compensation under this either Section 2.4(a) or 2.4(b) and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive, provided it has a reasonable basis for claiming compensation, conclusive in the absence of manifest error. In determining such amount, such Bank may use ; provided that any reasonable averaging and attribution methods.
(d) The provisions of certificate delivered by Lender pursuant to this Section 8.03 2.4(c) shall be applicable with (i) in the case of a certificate in respect of amounts payable pursuant to any ParticipantSection 2.4(a), Assignee or other Transfereeset forth in reasonable detail the basis for and the calculation of such amounts, and (ii) in the case of a certificate in respect of amounts payable pursuant to Section 2.4(b), (A) set forth at least the same amount of detail in respect of the calculation of such amount as ▇▇▇▇▇▇ provides in similar circumstances to other similarly situated borrowers from Lender, and (B) include a statement by Lender that it has allocated to the Loan a proportionately equal amount of any calculations required reduction of the rate of return on Lender's capital due to a Capital Adequacy Rule as it has allocated to each of its other outstanding loans that are effected similarly by such provisions shall be made based upon the circumstances of such Participant, Assignee or other TransfereeCapital Adequacy Rule.
Appears in 1 contract
Increased Cost and Reduced Return. (a) If on or after the date hereof, a Change the adoption of Law any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any 66 governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank Lender (or its Applicable Lending Office) or the Issuer with any request or directive (whether or not having the force of law) of any Authority:
(i) such authority, central bank or comparable agency, shall impose, modify or deem applicable any reserve, special deposit or similar requirement reserve (including, without limitation, any such requirement imposed by the Board of Of Governors of the Federal Reserve System, but excluding any such requirement included in an applicable Euro-Dollar Eurodollar Rate Reserve Percentage) ), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit (including letters of credit and participations therein) extended by, any Bank Lender (or its Applicable Lending Office); or
(ii) or the Issuer or shall impose on any Bank Lender (or its Applicable Lending Office) or on the Issuer or the London interbank market any other condition affecting its Euro-Dollar Eurodollar Loans, its Notes or its obligation to make Euro-Dollar Loans; Eurodollar Loans or its obligations hereunder in respect of Letters of Credit and the result of any of the foregoing is to increase the cost to such Bank Lender (or its Applicable Lending Office) or the Issuer of making or maintaining any LoanEurodollar Loan or issuing or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by such Bank Lender (or its Applicable Lending Office) or the Issuer under this Agreement or under its Notes Note with respect thereto, by an amount deemed by such Bank Lender or the Issuer to be material, then, within 15 days after demand by such Bank Lender (with a copy to the Agent), the Borrower shall pay to such Bank Lender or the Issuer such additional amount or amounts as will compensate such Bank Lender or the Issuer for such increased cost or reduction.
(b) If any Bank reasonably Lender shall have determined that that, after the date hereof hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change thereinin 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 compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authoritysuch authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Bank's capital Lender (or its Parent) as a consequence of its such Lender's obligations hereunder to a level below that which such Bank Lender (or its Parent) could have achieved but for such adoption, change change, request or compliance directive (taking into consideration such Bank's its policies with respect to capital adequacy) by an amount deemed by such Bank Lender to be material, then from time to time, within 15 days after demand by such BankLender (with a copy to the Agent), the Borrower shall pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender (or its Parent) for such reduction.
(c) Each Bank Lender and the Issuer will promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank Lender or the Issuer to compensation pursuant to this Section 8.03 and will designate a different Applicable 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 BankLender or the Issuer, be otherwise disadvantageous to such Bankit. A certificate of any Bank Lender or the Issuer claiming compensation under this Section 8.03 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive, provided it has a reasonable basis for claiming compensation, conclusive in the absence of manifest error. In determining such amount, such Bank Lender or the Issuer may use any reasonable averaging and attribution methods.
(d) The provisions of this Section 8.03 shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee.
Appears in 1 contract
Increased Cost and Reduced Return. (a) If --------------------------------- after the date hereof, a Change the adoption of Law any applicable law, rule or regulation, or any change in any applicable 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 compliance by any Bank Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any Authority:
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 (i) with respect to any CD Loan any such requirement included in the applicable Domestic Reserve Percentage and (ii) with respect to any Euro-Dollar Loan any such requirement included in the applicable Euro-Dollar Reserve Percentage), special deposit, insurance assessment (excluding, with respect to any CD Loan, any such requirement reflected in the applicable Assessment Rate) or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (or its Applicable Lending Office) or shall impose on any Lender (or its Applicable Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition affecting its Fixed Rate Loans, its Note or its obligation to make Fixed Rate Loans and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making or maintaining any Fixed Rate Loan, or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender to be material, then, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction.
(b) If, after the date hereof, the adoption of any applicable law, rule or regulation, or any change in any applicable 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 compliance by the L/C Issuing Bank or any Lender with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall either (i) impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with letters of credit issued by the L/C Issuing Bank or for the account ofany Lender, or participations in letters of credit extended by, by any Bank (Lender or its Lending Office); or
(ii) shall impose on the L/C Issuing Bank or any Bank (or its Lending Office) or on the London interbank market Lender any other condition affecting its Euro-Dollar Loans(including, its Notes without limitation, any assessment for Federal deposit insurance) regarding any Letter of Credit or its the L/C Issuing Bank's or any Lender's obligation to make Euro-Dollar Loans; issue, maintain or fund any Letter of Credit, and the result of any event referred to in clause (i) or (ii) of the foregoing this subsection (b) is to increase the cost to the L/C Issuing Bank or such Bank Lender of issuing, maintaining, participating in or funding any Letter of Credit (which increase in cost shall be determined on the basis of the L/C Issuing Bank's or its Lending Office) such Lender's reasonable allocation of making or maintaining any Loan, or to reduce the amount aggregate of any sum received or receivable by such Bank (or its Lending Office) under this Agreement or under its Notes with respect thereto, by an amount deemed by cost increases resulting from such Bank to be materialevents), then, within 15 days after demand by the L/C Issuing Bank or such Bank Lender (with a copy to the Administrative Agent), the Borrower shall pay to the L/C Issuing Bank or such Bank Lender such additional amount or amounts as will compensate the L/C Issuing Bank or such Bank Lender for such increased cost or reductioncost.
(bc) If any Lender or L/C Issuing Bank reasonably shall have determined that that, after the date hereof hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change thereinin 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 compliance by any Lender or L/C Issuing Bank (or its Applicable Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authoritysuch authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Bank's capital Lender or L/C Issuing Bank (or its Parent) as a consequence of its such Lender's or L/C Issuing Bank's obligations hereunder to a level below that which such Lender or L/C Issuing Bank (or its Parent) could have achieved but for such adoption, change change, request or compliance directive (taking into consideration such Bank's its policies with respect to capital adequacy) by an amount deemed by such Lender or L/C Issuing Bank to be material, then from time to time, within 15 days after demand by such BankLender or L/C Issuing Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Lender or L/C Issuing Bank such additional amount or amounts as will compensate such Lender or L/C Issuing Bank (or its Parent) for such reduction.
(cd) Each L/C Issuing Bank and each Lender 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 Lender or L/C Issuing Bank to compensation pursuant to this Section 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 BankLender, be otherwise disadvantageous to such BankLender. A certificate of any an L/C Issuing Bank or a Lender claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive, provided it has a reasonable basis for claiming compensation, conclusive in the absence of manifest error. In determining such amount, such L/C Issuing Bank or Lender may use any reasonable averaging and attribution methods.
(de) The provisions of If any Lender demands compensation under this Section 8.03 shall be applicable with respect to a Fixed Rate Loan, the Borrower may at any Participanttime, Assignee upon at least five Euro-Dollar Business Days' prior notice to such Lender through the Administrative Agent, repay in full, without premium (other than as provided in Section 2.14) or other Transfereepenalty, the then outstanding CD Loans or Euro-Dollar Loans, as the case may be, of such Lender, together with interest accrued thereon to the date of repayment. Concurrently with repaying such Fixed Rate Loans of such Lender, the Borrower shall borrow from such Lender a Base Rate Loan in an amount equal to the aggregate principal amount of such Fixed Rate Loans, and any calculations required by such provisions Lender shall be made based upon the circumstances of make such Participant, Assignee or other Transfereea Base Rate Loan.
Appears in 1 contract
Sources: Inventory Credit Agreement (Bethlehem Steel Corp /De/)
Increased Cost and Reduced Return. (a) If If, on or after the date hereof, a Change the adoption of Law any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Bank Class A-R Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any Authority:
(i) such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve, special deposit or similar requirement reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve SystemBoard), but excluding any such special deposit, insurance assessment or similar requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Bank Class A-R Lender (or its Applicable Lending Office); or
(ii) or shall impose on any Bank Class A-R Lender (or its Applicable Lending Office) or on the London interbank market any other condition affecting ), its Euro-Dollar Loan Notes evidencing SOFR Loans, its Notes or its obligation to make Euro-Dollar fund SOFR Loans; , and the result of any of the foregoing is to increase the cost to such Bank Class A-R Lender (or its Applicable Lending Office) of making or maintaining any Class A-R Loan, or to reduce the amount of any sum received or receivable by such Bank Class A-R Lender (or its Applicable Lending Office) under this Agreement or under its Loan Notes with respect theretothereto (including if any such adoption, change or change in interpretation subjects any Class A-R Lender to Taxes that increase such cost to, or reduce such amount received or receivable by, such Class A-R Lender (other than (i) Indemnified Taxes, (ii) Taxes enumerated as excluded from the definition of Indemnified Taxes in Section 11.4(a)(I)(ii)-(iv), and (iii) Connection Income Taxes, in each case, that are imposed on or with respect to a payment hereunder)) by an amount deemed by such Bank Class A-R Lender to be material, then, within 15 days after upon demand (which demand shall set forth in reasonable detail the basis for such demand for compensation) by such Bank Class A-R Lender (with a copy to the Facility Agent, the Collateral Agent and S&P), the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank Class A-R Lender for such increased cost or reductionreduction shall constitute Increased Costs payable by the Borrower pursuant to Sections 9.1(a) and 6.4; provided that, other than with respect to Taxes, such amounts shall be no greater than that which such Class A-R Lender is generally claiming from its other borrowers similarly situated to Borrower, as reasonably evidenced to the Borrower at the time such amount is requested.
(b) If any Bank reasonably Class A-R Lender shall have determined that that, after the date hereof hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change thereinin any such law, rule or regulation, or any change in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authoritysuch authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Bank's capital Class A-R Lender as a consequence of its such Class A-R Lender’s obligations hereunder to a level below that which such Bank Class A-R Lender could have achieved but for such adoption, change change, request or compliance directive (taking into consideration such Bank's its policies with respect to capital adequacy) by an amount deemed by such Bank Class A-R Lender to be material, then from time to timethen, within 15 days after upon demand (which demand shall set forth in reasonable detail the basis for such demand for compensation) by such BankClass A-R Lender (with a copy to the Facility Agent, the Borrower shall pay to such Bank Collateral Agent and S&P), such additional amount or amounts as will compensate such Bank Class A-R Lender for such reductionreduction (to the extent funds are available therefor in accordance with the Priority of Payments) shall constitute Increased Costs payable by the Borrower pursuant to Sections 9.1(a) and 6.4; provided that such amount shall be no greater than that which such Class A-R Lender is generally claiming from its other borrowers similarly situated to Borrower, as reasonably evidenced to the Borrower at the time such amount is requested.
(c) Each Bank Class A-R Lender will promptly notify the Borrower Borrower, the Collateral Agent and the Facility Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank Class A-R Lender to compensation pursuant to this Section 11.3 and will designate a different Applicable 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 Bank, not be otherwise disadvantageous to such BankClass A-R Lender. A certificate of any Bank Class A-R Lender claiming compensation under this Section 11.3 and setting forth in reasonable detail a calculation of the additional amount or amounts to be paid to it hereunder shall be conclusive, provided it has a reasonable basis delivered in connection with any request for claiming compensation, compensation and shall be conclusive in the absence of manifest error. In determining such amount, such Bank Class A-R Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Class A-R Lender to demand compensation under this Section 11.3 shall not constitute a waiver of such Class A-R Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Class A-R Lender pursuant to this Section 11.3 for any increased costs or reductions incurred more than six months prior to the earlier of (x) the date on which the applicable Class A-R Lender has actual knowledge of the event giving rise to such increased costs or reductions and (y) the date on which the applicable Class A-R Lender should, in the exercise of reasonable care, have knowledge of the event giving rise to such increased costs or reductions; provided that, if the event giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof.
(d) The provisions Notwithstanding anything to the contrary contained herein, all requests, rules, guidelines, requirements and directives promulgated (i) by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority), the Committee of European Banking Supervisors or the United States or foreign regulatory authorities, in each case, pursuant to Basel III or similar capital requirements directive existing on the Closing Date impacting European banks and other regulated financial institutions, (ii) pursuant to the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and (iii) in connection with the Securitisation Regulations shall, in each case, be deemed to be a change or adoption of any law, rule or regulation for purposes of this Section 8.03 11.3, regardless of the date enacted, adopted, issued or implemented; provided, however, and notwithstanding anything to the contrary in this Section 11.3 or this Agreement generally, that the Borrower shall not be applicable responsible for any increased costs relating to the Securitisation Regulations so long as the Retention Provider is in compliance with respect its obligations under in the EU/UK Retention Letter.
(e) If the Borrower is required to pay additional amounts to any ParticipantClass A-R Lender under this Section 11.3, Assignee then the Borrower may, at its own expense and in its sole discretion, require such Class A-R Lender to transfer or assign, in whole, without recourse (in accordance with Section 11.5) all of its interests, rights and obligations under this Agreement and the Loan Notes to an assignee (a “Replacement Lender”) (it being understood that such Class A-R Lender shall have no obligation to search for, seek, designate or otherwise try to find, a Replacement Lender) which shall assume such obligations (and which may be another Class A-R Lender, if such other TransfereeClass A-R Lender accepts such assignment); provided that (i) such replaced Class A-R Lender shall have received payment of an amount equal to the outstanding principal of its Class A-R Loans, accrued interest thereon, Commitment Fees relating thereto, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any calculations required by such provisions shall be made based upon amounts under Section 2.9) from the circumstances Replacement Lender (to the extent of such Participantoutstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), Assignee (ii) such assignment will result in a reduction in such compensation or other Transfereepayments thereafter and (iii) such assignment does not conflict with Applicable Law.
(f) Notwithstanding anything to the contrary in this Section 11.3, the Borrower shall not be required to pay amounts to any Class A-R Lender under this Section 11.3 to the extent such amounts would be duplicative of amounts payable by the Borrower under Section 11.4. To the extent the Borrower is required to pay any Class A-R Lender additional amounts or indemnify any Class A-R Lender in respect of Taxes or Other Taxes, the mechanics provided in provisions of Section 11.4 shall control.
Appears in 1 contract
Increased Cost and Reduced Return. (a) If If, on or after the date hereof, a Change the adoption of Law any applicable law, rule or regulation, or any change in any applicable 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 compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having 55 the force of law) made at the Closing Date of any Authority:
(i) such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve, special deposit or similar requirement reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, System (but excluding with respect to any LIBOR Loan any such requirement included reflected in an applicable Euro-Dollar LIBOR Reserve Percentage) )), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office); or
(ii) or shall impose on any Bank (or its Applicable Lending Office) or on the London interbank market any other condition materially more burdensome in nature, extent or consequence than those in existence as of the Closing Date affecting its Euro-Dollar Loanssuch Bank's LIBOR Loan, its Notes Note, or its obligation to make Euro-Dollar LIBOR Loans; , and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any LIBOR Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Notes Note with respect theretoto such LIBOR Loan, by an amount deemed by such Bank to be material, then, within 15 fifteen (15) days after demand by such Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Bank such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the LIBOR Loan made by such Bank hereunder) as will compensate such Bank for such increased cost or reduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstances.
(b) If any Bank shall have reasonably 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) made after the Closing Date 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 Bank (or its Parent) as a consequence of such Bank's obligations hereunder to a level below that which such Bank (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 reasonably deemed by such Bank to be material, then from time to time, within fifteen (15) days after demand by such Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction.
(b) If any Bank reasonably shall have determined that after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof, or compliance by any Bank (or its Lending OfficeParent) with any request or directive regarding capital adequacy (whether or not having for such reduction to the force of law) of any Authority, has or would have the effect of reducing the rate of return on such Bank's capital as a consequence of its obligations hereunder to a level below that which extent such Bank could have achieved but for generally imposes such adoption, change or compliance (taking into consideration such Bank's policies with respect to capital adequacy) by an amount deemed by additional amounts on other borrowers of such Bank to be material, then from time to time, within 15 days after demand by such Bank, the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such reductionin similar circumstances.
(c) Each Bank 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 Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Bank, be otherwise disadvantageous to such Bank. If such Bank shall fail to notify Borrower of any such event within ninety (90) days following the end of the month during which such event occurred, then Borrower's liability for any amounts described in this Section incurred by such Bank as a result of such event shall be limited to those attributable to the period occurring subsequent to the ninetieth (90th) day prior to the date upon which such Bank actually notified Borrower of the occurrence of such event. A certificate of any Bank claiming compensation under this Section 49 and setting forth a reasonably detailed calculation of the additional amount or amounts to be paid to it hereunder shall be conclusive, provided it has a reasonable basis for claiming compensation, conclusive in the absence of manifest demonstrable error. In determining such amount, such Bank may use any reasonable averaging and attribution methods.
(d) The provisions of If at any time, any Bank shall be owed amounts pursuant to this Section 8.03 8.3, the Borrower shall have the right, upon five (5) Domestic Business Day's notice to the Administrative Agent to either (x) cause a bank, reasonably acceptable to the Administrative Agent, to offer to purchase the Commitment of such Bank for an amount equal to such Bank's outstanding Loan, and to become a Bank hereunder, or to obtain the agreement of one or more existing Banks to offer to purchase the Commitment of such Bank for such amount, which offer such Bank is hereby required to accept, or (y) to repay in full all Loans then outstanding of such Bank, together with interest and all other amounts due thereon, upon which event, the Aggregate Commitments shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required reduced by such provisions shall be made based upon the circumstances amount of such Participant, Assignee or other TransfereeBank's Commitment and such Bank shall cease to be a Bank hereunder.
Appears in 1 contract
Increased Cost and Reduced Return. (a) If on or after (x) the date hereof, a Change in the case of Law any Committed Loan or any Letter of Credit or any obligation to make Committed Loans or to issue or participate in Letters of Credit or (y) the date of the related Competitive Bid Quote, in the case of any Competitive Bid Loan, the adoption of any applicable law, rule or regulation, or any change in any applicable 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 compliance by any Bank Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any Authority:
(i) such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve, special deposit or similar requirement reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage) with respect to which such Lender is entitled to compensation for the relevant Interest Period under Section 2.17), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank Lender (or its Applicable Lending Office); or
(ii) or shall impose on any Bank Lender (or its Applicable Lending Office) or on the London interbank market any other condition affecting its Euro-Dollar Fixed Rate Loans, its Notes Notes, its participation in the Letters of Credit or its obligation to make Euro-Dollar Loans; Fixed Rate Loans or to issue or participate in Letters of Credit and the result of any of the foregoing is to increase the cost to such Bank Lender (or its Applicable Lending Office) of making or maintaining any LoanFixed Rate Loan or of issuing, maintaining or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by such Bank Lender (or its Applicable Lending Office) under this Agreement or under its Notes with respect thereto, by an amount deemed by such Bank Lender to be material, then, within 15 30 days after demand by such Bank Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender for such increased cost or reduction.
(b) If any Bank reasonably Lender shall have determined that that, after the date hereof hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change thereinin 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 compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authoritysuch authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Bank's capital Lender (or its Parent) as a consequence of its such Lender’s obligations hereunder to a level below that which such Bank Lender (or its Parent) could have achieved but for such adoption, change change, request or compliance directive (taking into consideration such Bank's its policies with respect to capital adequacy) by an amount deemed by such Bank Lender to be material, then from time to time, within 15 30 days after demand by such BankLender (with a copy to the Administrative Agent), the Borrower shall pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender (or its Parent) for such reduction.
(c) Each Bank Lender 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 Bank Lender to compensation pursuant to this Section and will designate a different Applicable 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 BankLender, be otherwise disadvantageous to such BankLender. A certificate of any Bank Lender claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive, provided it has a reasonable basis for claiming compensation, conclusive in the absence of manifest error. In determining such amount, such Bank Lender may use any reasonable averaging and attribution methods.
(d) The provisions . Each such certificate shall be accompanied by such information as the Borrower may reasonably request as to the computation set forth therein. No payment made to any Lender under this Section shall duplicate any other payments made to such Lender under any other provision of this Section 8.03 shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other TransfereeAgreement.
Appears in 1 contract
Increased Cost and Reduced Return. (a) If after the date hereof, a Change of Law or compliance by any Bank Lender (or its Lending Office) with any request or directive (whether or not having the force of law) of any Authority:
(i) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit or letter of credit extended by, any Bank Lender (or its Lending Office); or
(ii) shall impose on any Bank Lender (or its Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition affecting its Euro-Dollar Loans, Letters of Credit, its Notes or its obligation to make Euro-Dollar Loans; and the result of any of the foregoing is to increase the cost to such Bank Lender (or its Lending Office) of making or maintaining any LoanLoan or Letter of Credit, or to reduce the amount of any sum received or receivable by such Bank Lender (or its Lending Office) under this Agreement or under its Notes with respect thereto, by an amount reasonably deemed by such Bank Lender to be material, then, within 15 30 days after demand by such Bank Lender (with a copy to the Agent), the Borrower shall pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender for such increased cost or reduction.
(b) If any Bank reasonably Lender shall have determined in good faith that after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof, or compliance by any Bank Lender (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, has or would have the effect of reducing the rate of return on such BankLender's capital as a consequence of its obligations (whether with respect to Loans or the Letters of Credit) hereunder to a level below that which such Bank Lender could have achieved but for such adoption, change or compliance (taking into consideration such BankLender's policies with respect to capital adequacy) by an amount reasonably deemed by such Bank Lender to be material, then from time to time, within 15 30 days after demand by such BankLender, the Borrower shall pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender for such reduction.
(c) Each Bank Lender will promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank Lender to compensation pursuant to this Section SECTION 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 BankLender, be otherwise disadvantageous to such Bank. Lender; provided that such Lender shall not be entitled to claim any additional compensation pursuant to this SECTION if such Lender fails to provide such notice to the Borrower within 90 days of the date such Lender becomes aware of the occurrence of the event giving rise to the such claim.
(d) A certificate of any Bank Lender claiming compensation under this Section SECTION and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive, provided it has a reasonable basis for claiming compensation, conclusive in the absence of manifest errorerror if rendered in good faith. In determining such amount, such Bank Lender may use any reasonable averaging and attribution methods.
(de) The provisions of this Section SECTION 8.03 shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee.
Appears in 1 contract
Increased Cost and Reduced Return. (a) If on or after the date hereof, a Change of Law or compliance by any Bank (or its Lending Office) with any request or directive (whether or not having in the force of law) case of any Authority:Loan or any obligation to make Loans, any Change in Law
(i) shall impose, modify or deem applicable any reserve, special deposit or similar requirement reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage) with respect to which such Lender is entitled to compensation during the relevant Interest Period under Section 2.15), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit (including letters of credit and participations therein) extended by, any Bank Lender (or its Applicable Lending Office); or;
(ii) shall impose on any Bank Lender (or its Applicable Lending Office) or on the London interbank market any other condition condition, cost or expense (other than taxes) affecting its Euro-Dollar Loans, its Notes or its obligation to make Euro-Dollar Loans; or
(iii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in (i), (ii), (iii) or (iv) of the exclusions from Taxes and (C) Other Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; and the result of any of the foregoing is to increase the cost to such Bank Lender (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan (or, in the case of a Change in Law with respect to taxes, any Loan, ) or to reduce the amount of any sum received or receivable by such Bank Lender (or its Applicable Lending Office) under this Agreement or under its Notes with respect thereto, by an amount deemed by such Bank Lender to be material, then, within 15 days after demand by such Bank Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender for such increased cost or reduction.
(b) If any Bank reasonably Lender shall have determined that that, after the date hereof the adoption of hereof, any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change Change in the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, Law has or would have the effect of reducing the rate of return on capital or liquidity of such Bank's capital Lender (or its Parent) as a consequence of its such Lender’s obligations hereunder to a level below that which such Bank Lender (or its Parent) could have achieved but for such adoption, change change, request or compliance directive (taking into consideration such Bank's its policies with respect to capital adequacyadequacy or liquidity) by an amount deemed by such Bank Lender to be material, then from time to time, within 15 days after demand by such BankLender (with a copy to the Administrative Agent), the Borrower shall pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender (or its Parent) for such reduction.
(c) Each Bank Lender 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 Bank Lender to compensation pursuant to this Section and will designate a different Applicable 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 BankLender, be otherwise disadvantageous to such Bankit. A certificate of any Bank Lender claiming compensation under this Section and setting forth the additional amount or amounts necessary to be paid to it hereunder compensate such Lender, as the case may be, shall be conclusive, provided it has a reasonable basis for claiming compensation, conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods.
(d) The provisions Failure or delay on the part of any Lender to demand compensation pursuant to this Section 8.03 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that no Borrower shall be applicable with respect required to compensate a Lender pursuant to this Section for any Participantincreased costs or reductions incurred more than 180 days prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor; provided further that, Assignee if the Change in Law giving rise to such increased costs or other Transfereereductions is retroactive, and any calculations required by such provisions then the 180-day period referred to above shall be made based upon extended to include the circumstances period of such Participant, Assignee or other Transfereeretroactive effect thereof.
Appears in 1 contract
Sources: 364 Day Senior Unsecured Term Loan Credit Agreement (Consolidated Edison Inc)
Increased Cost and Reduced Return. (a) If after the date hereof, a any Change of In Law or compliance by any Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any Authority:
(i) shall impose, modify or deem applicable any reserve, special deposit deposit, compulsory loan, insurance charge or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro‑Dollar Loan any such requirement included in an applicable Euro-Dollar Euro‑Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Bank Lender (or its Applicable Lending Office); or
(ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Bank Lender (or its Applicable Lending Office) or on the London interbank market any other condition condition, cost or expense affecting its Euro-Dollar Loans, its Notes Note or its obligation to make Euro-Dollar Loans; Loans and the result of any of the foregoing is to increase the cost to such Bank Lender (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan (or, in the case of an adoption or change with respect to taxes, any Loan), or to reduce the amount of any sum received or receivable by such Bank Lender (or its Applicable Lending Office) under this Agreement or under its Notes Note with respect thereto, by an amount deemed by such Bank Lender to be material, then, within 15 days after demand by such Bank Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date such Lender first notifies the Borrower of its intention to demand compensation therefor under this Section 8.03(a).
(b) If any Bank reasonably Lender shall have determined that after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, Change In Law has or would have the effect of reducing the rate of return on capital or liquidity of such Bank's capital Lender (or its Parent) as a 33 consequence of its such Lender’s obligations hereunder to a level below that which such Bank Lender (or its Parent) could have achieved but for such adoption, change or compliance Change In Law (taking into consideration such Bank's its policies with respect to capital adequacyadequacy or liquidity) by an amount deemed by such Bank Lender to be material, then from time to time, within 15 days after demand by such BankLender (with a copy to the Administrative Agent), the Borrower shall pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender (or its Parent) for such reduction; provided that no such amount shall be payable with respect to any period commencing less than 30 days after the date such Lender first notifies the Borrower of its intention to demand compensation under this Section 8.03(b).
(c) Each Bank Lender 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 Bank Lender to compensation pursuant to this Section and will designate a different Applicable 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 BankLender, be otherwise disadvantageous to such BankLender. A certificate of any Bank Lender claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive, provided it has a reasonable basis for claiming compensation, conclusive in the absence of manifest error. In determining such amount, such Bank Lender may use any reasonable averaging and attribution methods.
(d) The provisions of this Section 8.03 shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee.
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Increased Cost and Reduced Return. (a) If If, on or after the date hereof, a Change the adoption of Law any applicable law, rule or regulation, or any change in any applicable 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 compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) made after the Closing Date of any Authority:
such authority, central bank or comparable agency, (i) shall subject any Bank to any tax on its capital reserves (or any similar tax) with respect to this Agreement or any Eurodollar Loan made by it (except for Non-Excluded Taxes and Other Taxes covered by Section 8.4 and changes in the rate of tax on the overall net income or profits of such Bank); (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, System (but excluding with respect to any Eurodollar Loan any such requirement included reflected in an applicable Euro-Dollar Eurodollar Reserve Percentage) )), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office); or
) or (iiiii) shall impose on any Bank (or its Applicable Lending Office) or on the London interbank market any other condition materially more burdensome in nature, extent or consequence than those in existence as of the date hereof affecting its Euro-Dollar Loans, its Notes such Bank’s Eurodollar Loans or its obligation to make Euro-Dollar Eurodollar Loans; , and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any Eurodollar Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Notes Note with respect theretoto such Eurodollar Loans, by an amount deemed reasonable determined by such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Bank such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the Eurodollar Loans made by such Bank hereunder) as will compensate such Bank for such increased cost or reductionreduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstances; provided however, that notwithstanding anything herein to the contrary, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and Basel III all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be deemed to be a change in law, regardless of the date enacted, adopted or issued.
(b) If any Bank reasonably shall have reasonably determined that that, after the date hereof hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change thereinin 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 compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) made after the Closing Date of any Authoritysuch authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Bank's capital Bank (or its Parent) as a consequence of its such Bank’s obligations hereunder to a level below that which such Bank (or its Parent) could have achieved but for such adoption, change change, request or compliance directive (taking into consideration such Bank's its policies with respect to capital adequacy) by an amount reasonably deemed by such Bank to be material, then from time to time, within 15 days after demand by such BankBank (with a copy to the Administrative Agent), the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank (or its Parent) for such reductionreduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstances.
(c) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law, regardless of the date enacted, adopted, issued or implemented.
(d) Each Bank 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 Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Bank, be otherwise disadvantageous to such Bank. Notwithstanding the foregoing, if such Bank shall fail to notify the Borrower of any such event within ninety (90) days following the end of the month during which such event occurred, then the Borrower’s liability for any amounts described in this Section incurred by such Bank as a result of such event shall be limited to those attributable to the period occurring subsequent to the ninetieth (90th) day prior to, but excluding, the date upon which such Bank actually notified the Borrower of the occurrence of such event. A certificate of any Bank claiming compensation under this Section and setting forth a reasonably detailed calculation of the additional amount or amounts to be paid to it hereunder shall be conclusive, provided it has a reasonable basis for claiming compensation, conclusive in the absence of manifest demonstrable error. In determining such amount, such Bank may use any reasonable averaging and attribution methods.
(de) The provisions of If at any time, any Bank has demanded compensation pursuant to this Section 8.03 8.3, the Borrower shall be applicable have the right, upon five (5) Business Day’s notice to the Administrative Agent to either (x) in accordance with respect Section 9.6(c), cause an Assignee to any Participantoffer to purchase the Loans of such Bank for an amount equal to such Bank’s outstanding Loans plus accrued interest, Assignee or fees and other Transfereeamounts due to such Bank, and any calculations required by such provisions shall be made based upon to become a Bank hereunder, or to obtain the circumstances agreement of one or more existing Banks to offer to purchase the Loans of such ParticipantBank for such amount, Assignee which offer such Bank is hereby required to accept, or (y) to repay in full all Loans then outstanding of such Bank, together with interest and all other Transfereeamounts due thereon.
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