Increased Costs and Reduction of Return. (a) If any Lender determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in or in the interpretation of any law or regulation or (ii) compliance by such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding, converting to, continuing or maintaining any Eurodollar Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate or participating in any Letter of Credit, or, in the case of any Issuing Lender, any increase in the cost to such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased cost. (b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by such Lender (or its Lending Office) or any corporation controlling such Lender with any Capital Adequacy Regulation affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation controlling such Lender and (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy and such Lender’s desired return on capital) determines that the amount of such capital or liquidity is increased as a consequence of its Commitment, Loans or obligations under this Agreement, then, upon demand of such Lender to the Borrower through the Administrative Agent, the Borrower shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such increase. (c) Notwithstanding the foregoing provisions of this Section 4.03, if any Lender fails to notify the Borrower of any event or circumstance which will entitle such Lender to compensation pursuant to this Section 4.03 within 60 days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be entitled to compensation from the Borrower for any amount arising prior to the date which is 60 days before the date on which such Lender notifies the Borrower of such event or circumstance (except that, if the event or circumstance giving rise to such compensation is retroactive, then the 60-day period referred to above shall be extended to include the period of retroactive effect thereof).
Appears in 2 contracts
Sources: Credit Agreement (Snyder's-Lance, Inc.), Credit Agreement (Snyder's-Lance, Inc.)
Increased Costs and Reduction of Return. (a) If any Lender Bank reasonably determines thatthat after the date of this Agreement, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Offshore Rate) in or in the interpretation of any law or regulation or (ii) the compliance by such Lender that Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) (any event referred to in the preceding clause (i) or (ii) being referred to herein as a “Change in Law”), there shall be any increase in the direct cost to such Lender of agreeing to make or making, funding, converting to, continuing or maintaining any Eurodollar Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate or participating in any Letter of Credit, or, in the case of any Issuing Lender, any increase in the cost to such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or Bank of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter Offshore Rate Loans (based on the assumption contained in the last sentence of CreditSection 3.4 hereof), then the Borrower Company shall be liable for, and shall from time to time, upon within 30 days after receipt by the Company of written demand, which demand shall be accompanied by a certificate showing in reasonable detail the calculation of such amounts (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such LenderBank, such additional amounts as are sufficient to compensate such Lender Bank for such increased costcosts; provided, however, that the Company shall not be liable for costs incurred more than 60 days before such demand was made, except to the extent that such costs result from any Change in Law having retroactive effect; and further provided that the Company shall be liable for increased costs only if such costs are also charged to a significant number of similarly situated borrowers and the determination of such costs so charged is made in accordance with the methodology set forth in such certificate.
(b) If any Lender Bank shall have reasonably determined that after the date of this Agreement (i) the introduction adoption after the date of this Agreement of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by such Lender the Bank (or its Lending Office) or any corporation controlling such Lender the Bank with any Capital Adequacy Regulation (any event referred to in the preceding clause (i), (ii), (iii) or (iv) being referred to herein as a “New Capital Adequacy Regulation”), affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender the Bank or any corporation controlling such Lender the Bank and (taking into consideration such LenderBank’s or such corporation’s policies with respect to capital adequacy and such LenderBank’s desired return on capital) determines that the amount of such capital or liquidity is increased as a consequence of its Commitment, Loans loans, credits or obligations under this Agreement, then, upon within 30 days after receipt by the Company of written demand (accompanied by a certificate showing in reasonable detail the calculation of such Lender amount) made by such Bank to the Borrower Company through the Administrative Agent, the Borrower Company shall pay to such Lenderthe Bank, from time to time as specified by such Lenderthe Bank, additional amounts sufficient to compensate such Lender the Bank for such increase.
(c) Notwithstanding ; provided, however, that the foregoing provisions of this Section 4.03, if any Lender fails to notify the Borrower of any event or circumstance which will entitle such Lender to compensation pursuant to this Section 4.03 within 60 days after such Lender obtains knowledge of such event or circumstance, then such Lender Company shall not be entitled to compensation from the Borrower liable for any amount arising prior to the date which is costs incurred more than 60 days before such demand was made, except to the date on which extent that such Lender notifies costs result from any New Capital Adequacy Regulation having retroactive effect; and further provided that, the Borrower Company shall be liable for increased costs only if such costs are also charged to a significant number of similarly situated borrowers and the determination of such event or circumstance (except that, if costs so charged is made in accordance with the event or circumstance giving rise to methodology set forth in such compensation is retroactive, then the 60-day period referred to above shall be extended to include the period of retroactive effect thereof)certificate.
Appears in 2 contracts
Sources: Credit Agreement (Mgic Investment Corp), Credit Agreement (Mgic Investment Corp)
Increased Costs and Reduction of Return. (a) If the Fronting Bank or any Lender determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in or in the interpretation of any law or regulation regulation, in each case after the date hereof, or (ii) the compliance by such the Fronting Bank or Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law)) after the date hereof, there shall be any increase in the cost to the Fronting Bank or such Lender of agreeing to make or making, funding, converting to, continuing or maintaining any Eurodollar Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate or participating in any Letter of Credit, or, in the case of any Issuing Lender, any increase in the cost to such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditCredit Extensions, then the Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of the Fronting Bank or such Lender, additional amounts as are sufficient to compensate such Lender for such increased costcosts; provided that, to the extent such increased costs are not specifically related to the Obligations, the Fronting Bank or such Lender is charging such amounts to its customers on a non-discriminatory basis, provided further that the Borrower shall not be obligated to pay any additional amounts which were incurred by the Fronting Bank or such Lender more than 90 days prior to the date of such request.
(b) If the Fronting Bank or any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Fronting Bank or such Lender (or its Lending Office) or any corporation controlling the Fronting Bank or such Lender with any Capital Adequacy Regulation Regulation, in each case after the date hereof, affects or would affect the amount of capital or liquidity required or expected to be maintained by the Fronting Bank or such Lender or any corporation controlling the Fronting Bank or such Lender and (taking into consideration the Fronting Bank's or such Lender’s 's or such corporation’s 's policies with respect to capital adequacy and the Fronting Bank's or such Lender’s 's desired return on capital) determines that the amount of such capital or liquidity is increased or its rate of return is decreased as a consequence of its Commitment, Loans Credit Extensions, or obligations under this Agreement, then, upon demand of the Fronting Bank or such Lender to the Borrower through the Administrative Agent, the Borrower shall pay to the Fronting Bank or such Lender, from time to time as specified by the Fronting Bank or such Lender, additional amounts sufficient to compensate the Fronting Bank or such Lender for such increase.
(c) Notwithstanding ; provided that to the foregoing provisions of this Section 4.03extent such increased costs are not specifically related to the Obligations, if any the Fronting Bank or such Lender fails is charging such amounts to notify its customers on a non-discriminatory basis, provided further that the Borrower of any event or circumstance which will entitle such Lender to compensation pursuant to this Section 4.03 within 60 days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be entitled obligated to compensation from pay any additional amounts which were incurred by the Borrower for any amount arising Fronting Bank or such Lender more than 90 days prior to the date which is 60 days before the date on which such Lender notifies the Borrower of such event or circumstance (except that, if the event or circumstance giving rise to such compensation is retroactive, then the 60-day period referred to above shall be extended to include the period of retroactive effect thereof)request.
Appears in 2 contracts
Sources: Letter of Credit Reimbursement Agreement (Max Re Capital LTD), Letter of Credit Reimbursement Agreement (Max Re Capital LTD)
Increased Costs and Reduction of Return. (a) If any Lender determines shall determine that, due to either (i) the introduction of of, or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in in, or in the interpretation of, any Requirement of any law or regulation Law or (ii) the compliance by such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the case of either clause (i) or (ii) subsequent to the date hereof, (x) there shall be any increase in the cost to such Lender of agreeing to make or making, funding, converting to, continuing or maintaining any Eurodollar Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate or participating in any Letter of Credit, or, in the case of any Issuing Lender, any increase in the cost to such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under SOFR Rate Loans or (y) the Lender shall be subject to any Letter Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (e) of Creditthe definition of Excluded 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, then the Borrower Borrowers shall be liable for, and shall from time to time, upon within thirty (30) days of demand therefor by such Lender (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costcosts or such Taxes; provided, that the Borrowers shall not be required to compensate any Lender pursuant to this Section 10.3(a) for any increased costs incurred more than 180 days prior to the date that such ▇▇▇▇▇▇ notifies the Borrower Representative, in writing of the increased costs and of such ▇▇▇▇▇▇’s intention to claim compensation thereof; provided, further, that if the circumstance giving rise to such increased costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.
(b) If any Lender shall have determined that that:
(i) the introduction of any Capital Adequacy Regulation, ;
(ii) any change in any Capital Adequacy Regulation, ;
(iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or ; or
(iv) compliance by such Lender (or its Lending Office) or any corporation entity controlling such Lender the Lender, with any Capital Adequacy Regulation Regulation; affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation entity controlling such Lender and (taking into consideration such Lender’s or such corporation’s entities’ policies with respect to capital adequacy and such Lender’s desired return on capital) determines that the amount of such capital or liquidity is increased as a consequence of its CommitmentCommitment(s), Loans loans, credits or obligations under this Agreement, then, upon within thirty (30) days of demand of such Lender (with a copy to the Borrower through the Administrative Agent), the Borrower Borrowers shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender (or the entity controlling the Lender) for such increase.
(c) Notwithstanding ; provided, that the foregoing provisions of this Section 4.03, if Borrowers shall not be required to compensate any Lender fails to notify the Borrower of any event or circumstance which will entitle such Lender to compensation pursuant to this Section 4.03 within 60 days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be entitled to compensation from the Borrower 10.3(b) for any amount arising amounts incurred more than 180 days prior to the date which is 60 days before the date on which that such Lender notifies the Borrower Representative, in writing of the amounts and of such event or circumstance (except thatLender’s intention to claim compensation thereof; provided, further, that if the event or circumstance giving rise to such compensation increase is retroactive, then the 60180-day period referred to above shall be extended to include the period of retroactive effect thereof).
(c) Notwithstanding anything herein to the contrary, (i) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case in respect of this clause (ii) pursuant to Basel III, shall, in each case, be deemed to be a change in a Requirement of Law under Section 10.3(a) above and/or a change in Capital Adequacy Regulation under Section 10.3(b) above, as applicable, regardless of the date enacted, adopted or issued.
Appears in 2 contracts
Sources: Credit Agreement (Black Rock Coffee Bar, Inc.), Credit Agreement (Black Rock Coffee Bar, Inc.)
Increased Costs and Reduction of Return. (a) If any Lender determines or L/C Issuer shall determine that, due to either (i) the introduction of of, or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in in, or in the interpretation of of, any law or regulation or (ii) the compliance by such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the case of either clause (i) or (ii) subsequent to the date hereof, there shall be any increase in the cost to such Lender of agreeing to make or making, funding, converting to, continuing or maintaining any Eurodollar Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate or participating in any Letter of Credit, or, in the case of any Issuing Lender, any increase in the cost to such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or L/C Issuer of agreeing to make or making, funding or maintaining any unpaid drawing under LIBOR Rate Loans or of issuing or maintaining any Letter of Credit, then the Borrower shall be liable for, and shall from time to time, upon within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such LenderLender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costcosts; provided, that the Borrower shall not be required to compensate any Lender or L/C Issuer pursuant to this subsection 10.3(a) for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower, in writing of the increased costs and of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the circumstance giving rise to such increased costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.
(b) If any Lender or L/C Issuer shall have determined that that:
(i) the introduction of any Capital Adequacy Regulation, ;
(ii) any change in any Capital Adequacy Regulation, ;
(iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or ; or
(iv) compliance by such Lender or L/C Issuer (or its Lending Office) or any corporation entity controlling such the Lender or L/C Issuer, with any Capital Adequacy Regulation Regulation; affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or L/C Issuer or any corporation entity controlling such Lender or L/C Issuer and (taking into consideration such Lender’s or such corporation’s entities’ policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital or liquidity is increased as a consequence of its CommitmentCommitment(s), Loans loans, credits or obligations under this Agreement, then, upon within thirty (30) days of demand of such Lender or L/C Issuer (with a copy to the Borrower through the Administrative Agent), the Borrower shall pay to such LenderLender or L/C Issuer, from time to time as specified by such LenderLender or L/C Issuer, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase.
(c) Notwithstanding ; provided, that the foregoing provisions of this Section 4.03, if Borrower shall not be required to compensate any Lender fails to notify the Borrower of any event or circumstance which will entitle such Lender to compensation L/C Issuer pursuant to this Section 4.03 within 60 days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be entitled to compensation from the Borrower subsection 10.3(b) for any amount arising amounts incurred more than 180 days prior to the date which is 60 days before the date on which that such Lender or L/C Issuer notifies the Borrower Borrower, in writing of the amounts and of such event Lender’s or circumstance (except thatL/C Issuer’s intention to claim compensation thereof; provided, further, that if the event or circumstance giving rise to such compensation increase is retroactive, then the 60180-day period referred to above shall be extended to include the period of retroactive effect thereof).
Appears in 2 contracts
Sources: Credit Agreement (Solo Cup CO), Credit Agreement (Entravision Communications Corp)
Increased Costs and Reduction of Return. (a) If any Lender determines thatshall have determined, due in good faith (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto), at any time that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to either (i) the introduction of or any change Loan (other than any change by way of increased cost or reduction in the amount received or receivable resulting from the imposition of or increase a change in reserve requirements included in any tax imposed on or measured by the calculation of the Eurodollar Ratenet income, revenue, or gross receipts or similar charges or otherwise compensated for Taxes under Section 2.8) in or in the interpretation because of any change in any applicable law or regulation or (ii) compliance by such Lender with any governmental rule, regulation, order, guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase ) or in the cost to such Lender of agreeing to make or making, funding, converting to, continuing or maintaining any Eurodollar Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate or participating in any Letter of Credit, or, in the case of any Issuing Lender, any increase in the cost to such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased cost.
(b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the official interpretation or administration of any Capital Adequacy Regulation thereof by any Governmental Authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof, and including the introduction, after the Signing Date, of any new law or (iv) compliance by such Lender (governmental rule, regulation, order, guideline or its Lending Office) or any corporation controlling such Lender with any Capital Adequacy Regulation affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation controlling such Lender and (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy and such Lender’s desired return on capital) determines that the amount of such capital or liquidity is increased as a consequence of its Commitment, Loans or obligations under this Agreement, request then, upon demand of and in any such Lender to the Borrower through the Administrative Agentevent, the Borrower shall pay to such Lender, from time to time within thirty (30) days of written demand therefor, such additional reasonable and duly documented amounts as specified by such Lender, additional amounts sufficient shall be required to compensate such Lender for such increaseincreased costs or reductions in amounts received or receivable hereunder; provided, however, that before making any such demand each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender (a written notice by such Lender as to the additional amounts owed to such Lender, showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower by such Lender, shall, absent manifest error, be final and conclusive and binding on all parties hereto).
(cb) Notwithstanding If a Lender requests compensation under Section 2.10 or if the foregoing provisions of this Section 4.03, if Borrower is required to pay additional amounts to any Lender fails to notify the Borrower under Section 2.8 as a result of any event or circumstance which will entitle such Lender to compensation pursuant to this Section 4.03 within 60 days after such Lender obtains knowledge internal reorganization of such event or circumstanceLender, then such Lender shall, in good faith consultation with the Borrower, take commercially reasonable steps to mitigate any circumstances giving arise to the gross-up under Section 2.8 or the indemnification under this Section 2.10, failing which, the Borrower shall not be entitled to compensation from designate a Replacement Lender under Section 2.13. A Lender need not take any such steps if such Lender determines, in its reasonable opinion, that to do so would be materially prejudicial to it (it being understood that it is not prejudicial to the Lender to bear costs that the Borrower for any amount arising prior is willing to the date which is 60 days before the date on which such Lender notifies the Borrower of such event or circumstance (except that, if the event or circumstance giving rise to such compensation is retroactive, then the 60-day period referred to above shall be extended to include the period of retroactive effect thereofreimburse).
Appears in 2 contracts
Sources: Credit Agreement (Nii Holdings Inc), Credit Agreement (Nii Holdings Inc)
Increased Costs and Reduction of Return. (a) If any Lender determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in or in the interpretation of any law or regulation after the Restatement Date or (ii) the compliance by such that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding, converting to, continuing funding or maintaining any Eurodollar Offshore Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate Loans or participating in any Letter Letters of Credit, or, in the case of any Issuing Lenderthe Issuer, any increase in the cost to such Issuing Lender the Issuer of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Borrower Company shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Co-Administrative Agent), pay to the Co-Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costcosts.
(b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy RegulationRegulation after the Restatement Date, (ii) any change in any Capital Adequacy RegulationRegulation after the Restatement Date, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation after the Restatement Date by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by such the Lender (or its Lending Office) or any corporation controlling such the Lender with any Capital Adequacy Regulation Regulation, affects or would affect the amount of capital or liquidity required or expected to be maintained by such the Lender or any corporation controlling such the Lender and (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy and such Lender’s desired return on capital) determines that the amount of such capital or liquidity is increased as a consequence of its Commitment, Loans loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Borrower Company through the Co-Administrative Agent, the Borrower Company shall pay to such the Lender, from time to time as specified by such the Lender, additional amounts sufficient to compensate such the Lender for such increase.
(c) Notwithstanding the foregoing provisions of this Section 4.03, if any Lender fails to notify the Borrower of any event or circumstance which will entitle such Lender to compensation pursuant to this Section 4.03 within 60 days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be entitled to compensation from the Borrower for any amount arising prior to the date which is 60 days before the date on which such Lender notifies the Borrower of such event or circumstance (except that, if the event or circumstance giving rise to such compensation is retroactive, then the 60-day period referred to above shall be extended to include the period of retroactive effect thereof).
Appears in 2 contracts
Increased Costs and Reduction of Return. (a) If any Lender determines or L/C Issuer or the Agent shall determine that, due to either (i) the introduction of of, or any change (other than any in, or change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in or in the interpretation of, any Requirement of any law or regulation Law or (ii) the compliance by such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the case of either clause (i) or (ii) subsequent to the date hereof, there shall be any increase in the cost to such Lender of agreeing to make or making, funding, converting to, continuing L/C Issuer or maintaining any Eurodollar Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate or participating in any Letter of Credit, or, in the case of any Issuing Lender, any increase in the cost to such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or Agent of agreeing to make or making, funding or maintaining any unpaid drawing under Loans or of Issuing or maintaining any Letter of CreditCredit or any reduction in any amount received or receivable by such Lender or L/C Issuer or the Agent under any Loan Document, then the Borrower shall be liable for, and shall from time to time, upon within 30 days of demand therefor by such Lender or L/C Issuer or the Agent (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such LenderLender or L/C Issuer or the Agent, additional amounts as are sufficient to compensate such Lender Lender, L/C Issuer or the Agent for such increased costcosts; provided that the Borrower shall not be required to compensate any Lender or L/C Issuer or the Agent pursuant to this Section 10.3(a) for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer or the Agent notifies the Borrower, in writing of the increased costs and of such Lender’s or L/C Issuer’s or the Agent’s intention to claim compensation thereof; provided, further, that if the circumstance giving rise to such increased costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.
(b) If any Lender or L/C Issuer shall have determined that that:
(i) the introduction of any Capital Adequacy Regulation, ;
(ii) any change in any Capital Adequacy Regulation, ;
(iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or ; or
(iv) compliance by such Lender or L/C Issuer (or its Lending Office) or any corporation entity controlling such the Lender or L/C Issuer, with any Capital Adequacy Regulation Regulation; affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or L/C Issuer or any corporation entity controlling such Lender or L/C Issuer and (taking into consideration such Lender’s or such corporationentity’s policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital or liquidity is increased as a consequence of its CommitmentCommitment(s), Loans loans, credits or obligations under this Agreement, then, upon within 30 days of demand of such Lender or L/C Issuer (with a copy to the Borrower through the Administrative Agent), the Borrower shall pay to such LenderLender or L/C Issuer, from time to time as specified by such LenderLender or L/C Issuer, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase.
(c) Notwithstanding ; provided that the foregoing provisions of this Section 4.03, if Borrower shall not be required to compensate any Lender fails to notify the Borrower of any event or circumstance which will entitle such Lender to compensation L/C Issuer pursuant to this Section 4.03 within 60 days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be entitled to compensation from the Borrower 10.3(b) for any amount arising amounts incurred more than 180 days prior to the date which is 60 days before the date on which that such Lender or L/C Issuer notifies the Borrower Borrower, in writing of the amounts and of such event Lender’s or circumstance (except thatL/C Issuer’s intention to claim compensation thereof; provided, further, that if the event or circumstance giving rise to such compensation increase is retroactive, then the 60180-day period referred to above shall be extended to include the period of retroactive effect thereof.
(c) It is understood and agreed that (i) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act (Pub.L. 111-203, H.R. 4173), all rules and regulations in connection therewith, all guidelines and directives in connection therewith and any compliance by a Lender or L/C Issuer with any request or directive relating thereto and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States of America or foreign regulatory authorities, in each case in respect of this clause (ii) pursuant to Basel III, shall, in each case, for the purposes of this Agreement, be deemed to be adopted subsequent to the date hereof other than any such rules, regulations, guidelines or directives with which the Lenders and L/C Issuers, as applicable, are required to comply as of the Closing Date.
(d) This Section 10.3 shall not apply to Taxes described in (b) through (d) of the definition of Excluded Taxes, Connection Income Taxes or Indemnified Taxes.
Appears in 2 contracts
Sources: Credit Agreement (Lulu's Fashion Lounge Holdings, Inc.), Credit Agreement (Lulu's Fashion Lounge Holdings, Inc.)
Increased Costs and Reduction of Return. (a) If any Lender Bank determines that, due to either (i) the introduction after the date hereof of or any change (other than any change by way of imposition of or increase in reserve requirements included in after the calculation of the Eurodollar Rate) date hereof in or in the interpretation of any law or regulation or (ii) the compliance by such Lender that Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding, converting to, continuing or maintaining any Eurodollar Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate or participating in any Letter of Credit, or, in the case of any Issuing Lender, any increase in the cost to such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or Bank of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditLoans, then such Bank shall promptly give notice to the Borrower's Designee and the Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to such Bank, within 15 days of receipt of the Administrative Agent for the account of notice referred to above, such Lender, additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as are sufficient such Bank in its sole discretion shall determine) as shall be required to compensate such Lender Bank for such increased costcosts or reductions in amounts received or receivable hereunder. To the extent the notice required by the preceding sentence and relating to the costs arising under this Section 4.3 is given by any Bank more than 90 days after the occurrence of the event giving rise to the additional costs of the type described in this Section 4.3, such Bank shall not be entitled to compensation under this Section 4.3 for any amounts incurred or accrued prior to the giving of such notice to the Borrower's Designee.
(b) If any Lender Bank shall have determined that (i) the introduction after the date hereof of any Capital Adequacy Regulation, (ii) any change after the date hereof in any Capital Adequacy Regulation, or (iii) any change after the date hereof in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by such Lender (or its Lending Office) or any corporation controlling such Lender with any Capital Adequacy Regulation affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender Bank or any corporation controlling such Lender Bank and (taking into consideration such Lender’s Bank's or such corporation’s 's policies with respect to capital adequacy and such Lender’s Bank's desired return on capital) determines that the amount of such capital or liquidity is increased as a consequence of its Commitment, Loans loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Borrower through agrees to pay such Bank, within 15 days of the Administrative Agentreceipt of the notice referred to below, the Borrower shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient as shall be required to compensate such Lender Bank for the increased cost to such increase.
(cBank as a result of such increase of capital. In determining such additional amounts, each Bank will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, provided that such Bank's determination of compensation under this subsection 4.3(b) Notwithstanding the foregoing provisions of this Section 4.03shall, if any Lender fails to notify the Borrower of any event or circumstance which absent manifest error, be final and conclusive and binding on all parties hereto. Each Bank, upon determining that additional amounts will entitle such Lender to compensation be payable pursuant to this Section 4.03 within 60 subsection 4.3(b), will give prompt written notice thereof to the Borrower's Designee, although the failure to give any such notice shall not release or diminish the Borrower's obligations to pay additional amounts pursuant to this subsection 4.3(b). To the extent the notice required by the immediately preceding sentence is given by any Bank more than 90 days after the occurrence of the event giving rise to the additional costs of the type described in this subsection 4.3(b), such Lender obtains knowledge of such event or circumstance, then such Lender Bank shall not be entitled to compensation from the Borrower under this subsection 4.3(b) for any amount arising amounts incurred or accrued prior to the date which is 60 days before the date on which such Lender notifies the Borrower giving of such event or circumstance (except that, if notice to the event or circumstance giving rise to such compensation is retroactive, then the 60-day period referred to above shall be extended to include the period of retroactive effect thereof)Borrower's Designee.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Johns Manville International Group Inc), Revolving Credit Agreement (Johns Manville Corp /New/)
Increased Costs and Reduction of Return. (a) If any Lender determines that, due to either Change in Law shall (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the introduction of account of, or credit extended or participated in by, any Lender or any change L/C Issuer; (ii) subject any Recipient to any Taxes (other than any change by way of imposition of or increase (A) Indemnified Taxes, (B) Taxes described in reserve requirements included in the calculation clauses (b) through (d) of the Eurodollar Ratedefinition of Excluded Taxes and (C) in Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or in the interpretation of any law other obligations, or regulation its deposits, reserves, other liabilities or capital attributable thereto; or (iiiii) compliance impose on any Lender or any L/C Issuer or CME or any successor administrator any other condition, cost or expense affecting this Agreement or Term SOFR Loans made by such Lender with or Issuing or maintaining any guideline Letter of Credit or request from participation therein; and the result of any central bank or other Governmental Authority (whether or not having of the force of law), there foregoing shall be any to increase in the cost to such Lender of agreeing to make or making, funding, converting to, continuing or maintaining any Eurodollar Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate or participating in any Letter of Credit, (or, in the case of any Issuing Lenderclause (ii) above, any Loan), or of maintaining its obligation to make any such Loan, or to increase in the cost to such Issuing Lender or such L/C Issuer of agreeing to issueparticipating in, issuing or maintaining any Letter of Credit (or of agreeing maintaining its obligation to make participate in or making, funding or maintaining any unpaid drawing under to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or the L/C Issuer:
(i) If any Lender or L/C Issuer shall have determined that a Change in Law regarding any Capital Adequacy Regulation has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Swing Loans held by, such Lender, or the Letters of Credit issued by such L/C Issuer, then the Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), time pay to the Administrative Agent for the account of such LenderLender or L/C Issuer, as the case may be, such additional amounts or amounts as are sufficient to compensate such Lender or L/C Issuer, as the case may be, for additional costs incurred or reduction suffered or such increased costTaxes incurred.
(b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by such Lender (or its Lending Office) or any corporation controlling such Lender with any Capital Adequacy Regulation affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation controlling such Lender and (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy and such Lender’s desired return on capital) determines that the amount of such capital or liquidity is increased as a consequence of its Commitment, Loans or obligations under this Agreement, then, upon demand of such Lender to the Borrower through the Administrative Agent, the Borrower shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such increase[reserved].
(c) Notwithstanding anything herein to the foregoing provisions contrary, (i) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case in respect of this Section 4.03, if any Lender fails to notify the Borrower of any event or circumstance which will entitle such Lender to compensation clause (ii) pursuant to this Basel III, shall, in each case, be deemed to be a Change in Law Section 4.03 within 60 days after such Lender obtains knowledge 10.3(a) above and/or a Change in Law with respect to Capital Adequacy Regulation under Section 10.3(b) above, as applicable, regardless of such event or circumstance, then such Lender shall not be entitled to compensation from the Borrower for any amount arising prior to the date which is 60 days before the date on which such Lender notifies the Borrower of such event enacted, adopted or circumstance (except that, if the event or circumstance giving rise to such compensation is retroactive, then the 60-day period referred to above shall be extended to include the period of retroactive effect thereof)issued.
Appears in 2 contracts
Sources: Credit Agreement (R1 RCM Inc. /DE), Credit Agreement (R1 RCM Inc. /DE)
Increased Costs and Reduction of Return. (a) If any Lender Bank determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Offshore Rate) in or in the interpretation of any law or regulation or (ii) the compliance by such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be is any increase in the cost to such Lender of agreeing to make or making, funding, converting to, continuing or maintaining any Eurodollar Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate or participating in any Letter of Credit, or, in the case of any Issuing Lender, any increase in the cost to such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or Bank of agreeing to make or making, funding or maintaining any unpaid drawing under Offshore Rate Committed Loans or issuing or participating in any Letter of Credit, then the Borrower Company shall be liable for, and shall from time to time, upon demand therefor by such Bank (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such LenderBank, upon receipt of a certificate from such Bank, additional amounts as are sufficient to compensate such Lender Bank for such increased costcosts. Such certificate shall set forth the amount owed to such Bank by the Company under this subsection (a), shall explain the reason the payment is required and shall be conclusive absent manifest error.
(b) If any Lender Bank shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by such Lender the Bank (or its Lending Office) or any corporation controlling such Lender the Bank, with any Capital Adequacy Regulation affects Regulation; reduces or would affect reduce the amount rate of capital or liquidity required or expected to be maintained by such Lender or any corporation controlling such Lender and (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy and such Lender’s desired return on capital) determines that the amount of such Bank's capital or liquidity is increased as a consequence of its Commitment, Loans the Loans, the Letters of Credit or obligations under this Agreementits participation therein to a level below that which such Bank could have achieved but for such introduction, change or compliance (taking into consideration such Bank's or such corporation's policies with respect to capital adequacy) then, upon demand of such Lender Bank (with a copy to the Borrower through the Administrative Agent), the Borrower Company shall pay to such Lenderthe Bank, from time to time as specified by the Bank, upon receipt of a certificate from such LenderBank, additional amounts sufficient to compensate such Lender the Bank for such increase.
(c) Notwithstanding reduction. Such certificate shall set forth the foregoing provisions of this Section 4.03, if any Lender fails to notify the Borrower of any event or circumstance which will entitle such Lender to compensation pursuant to this Section 4.03 within 60 days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be entitled to compensation from the Borrower for any amount arising prior to the date which is 60 days before the date on which such Lender notifies the Borrower of such event or circumstance (except that, if the event or circumstance giving rise owed to such compensation Bank by the Company under this subsection (b), shall explain the reason the payment is retroactive, then the 60-day period referred to above required and shall be extended to include the period of retroactive effect thereof)conclusive absent manifest error.
Appears in 2 contracts
Sources: Credit Agreement (Ceridian Corp), Credit Agreement (Ceridian Corp)
Increased Costs and Reduction of Return. (a) If any Lender determines shall determine that, due to either (i) the introduction of of, or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in in, or in the interpretation of, any Requirement of any law or regulation Law or (ii) the compliance by such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the case of either clause (i) or (ii) subsequent to the date hereof, (x) there shall be any increase in the cost to such Lender of agreeing to make or making, funding, converting to, continuing or maintaining any Eurodollar Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate or participating in any Letter of Credit, or, in the case of any Issuing Lender, any increase in the cost to such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under LIBOR Rate Loans or (y) the Lender shall be subject to any Letter Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of Creditthe definition of Excluded 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, then the Borrower shall be liable for, and shall from time to time, upon within thirty (30) days of demand therefor by such Lender (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costcosts or such Taxes; provided, that the Borrower shall not be required to compensate any Lender Issuer pursuant to this Section 11.3(a) for any increased costs incurred more than 180 days prior to the date that such Lender notifies the Borrower, in writing of the increased costs and of such Lender’s intention to claim compensation thereof; provided, further, that if the circumstance giving rise to such increased costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.
(b) If any Lender shall have determined that that:
(i) the introduction of any Capital Adequacy Regulation, ;
(ii) any change in any Capital Adequacy Regulation, ;
(iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or ; or
(iv) compliance by such Lender (or its Lending Office) or any corporation entity controlling such Lender the Lender, with any Capital Adequacy Regulation Regulation; affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation entity controlling such Lender and (taking into consideration such Lender’s or such corporation’s entities’ policies with respect to capital adequacy and such Lender’s desired return on capital) determines that the amount of such capital or liquidity is increased as a consequence of its CommitmentCommitment(s), Loans loans, credits or obligations under this Agreement, then, upon within thirty (30) days of demand of such Lender (with a copy to the Borrower through the Administrative Agent), the Borrower shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender (or the entity controlling the Lender) for such increase.
(c) Notwithstanding ; provided, that the foregoing provisions of this Section 4.03, if Borrower shall not be required to compensate any Lender fails to notify the Borrower of any event or circumstance which will entitle such Lender to compensation pursuant to this Section 4.03 within 60 days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be entitled to compensation from the Borrower 11.3(b) for any amount arising amounts incurred more than 180 days prior to the date which is 60 days before the date on which that such Lender notifies the Borrower Borrower, in writing of the amounts and of such event or circumstance (except thatLender’s intention to claim compensation thereof; provided, further, that if the event or circumstance giving rise to such compensation increase is retroactive, then the 60180-day period referred to above shall be extended to include the period of retroactive effect thereof).
(c) Notwithstanding anything herein to the contrary, (i) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case in respect of this clause (ii) pursuant to Basel III, shall, in each case, be deemed to be a change in a Requirement of Law under Section 11.3(a) above and/or a change in Capital Adequacy Regulation under Section 11.3(b) above, as applicable, regardless of the date enacted, adopted or issued.
Appears in 2 contracts
Sources: Credit Agreement (Rimini Street, Inc.), Credit Agreement (Rimini Street, Inc.)
Increased Costs and Reduction of Return. (a) If any Lender determines or the Agent shall determine that, due to either (i) the introduction of of, or any change (other than any in, or change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in or in the interpretation of, any Requirement of any law or regulation Law or (ii) the compliance by such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the case of either clause (i) or (ii) subsequent to the Closing Date, there shall be any increase in the cost to such Lender of agreeing to make or making, funding, converting to, continuing or maintaining any Eurodollar Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate or participating in any Letter of Credit, or, in the case of any Issuing Lender, any increase in the cost to such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or Agent of agreeing to make or making, funding or maintaining any unpaid drawing Loans or any reduction in any amount received or receivable by such Lender or the Agent under any Letter of CreditLoan Document, then the Borrower Borrowers shall be jointly and severally liable for, and shall from time to time, upon within 30 days of demand therefor by such Lender or the Agent (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such LenderLender or the Agent, additional amounts as are sufficient to compensate such Lender or the Agent for such increased costcosts; provided that the Borrowers shall not be required to compensate any Lender or the Agent pursuant to this Section 10.3(a) for any increased costs incurred more than 270 days prior to the date that such Lender or the Agent notifies the Borrowers, in writing of the increased costs and of such Lender’s or the Agent’s intention to claim compensation thereof; provided, further, that if the circumstance giving rise to such increased costs is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof.
(b) If any Lender shall have determined that that:
(i) the introduction of any Capital Adequacy Regulation, ;
(ii) any change in any Capital Adequacy Regulation, ;
(iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or ; or
(iv) compliance by such Lender (or its Lending Office) or any corporation entity controlling such the Lender with any Capital Adequacy Regulation Regulation; affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation entity controlling such Lender and (taking into consideration such Lender’s or such corporationentity’s policies with respect to capital adequacy and such Lender’s desired return on capital) determines that the amount of such capital or liquidity is increased as a consequence of its CommitmentCommitment(s), Loans loans, credits or obligations under this Agreement, then, upon within 30 days of demand of such Lender (with a copy to the Borrower through the Administrative Agent), the Borrower Borrowers shall jointly and severally pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender (or the entity controlling the Lender) for such increase.
(c) Notwithstanding ; provided that the foregoing provisions of this Section 4.03, if Borrowers shall not be required to compensate any Lender fails to notify the Borrower of any event or circumstance which will entitle such Lender to compensation pursuant to this Section 4.03 within 60 days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be entitled to compensation from the Borrower 10.3(b) for any amount arising amounts incurred more than 180 days prior to the date which is 60 days before the date on which that such Lender notifies the Borrower Borrowers, in writing of the amounts and of such event or circumstance (except thatLender’s intention to claim compensation thereof; provided, further, that if the event or circumstance giving rise to such compensation increase is retroactive, then the 60180-day period referred to above shall be extended to include the period of retroactive effect thereof.
(c) It is understood and agreed that (i) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act (Pub.L. 111-203, H.R. 4173), all rules and regulations in connection therewith, all guidelines and directives in connection therewith and any compliance by a Lender with any request or directive relating thereto and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States of America or foreign regulatory authorities, in each case in respect of this clause (ii) pursuant to Basel III, shall, in each case, for the purposes of this Agreement, be deemed to be adopted subsequent to the Closing Date other than any such rules, regulations, guidelines or directives with which the Lenders, as applicable, are required to comply as of the Closing Date.
(d) This Section 10.3 shall not apply to Taxes described in (b) through (d) of the definition of Excluded Taxes, Connection Income Taxes, Other Taxes or Taxes indemnifiable pursuant to Section 10.1(d).
Appears in 2 contracts
Sources: Credit Agreement (Charah Solutions, Inc.), Credit Agreement (Charah Solutions, Inc.)
Increased Costs and Reduction of Return. (a) If the Fronting Bank or any Lender determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in or in the interpretation of any law or regulation regulation, in each case after the date hereof, or (ii) the compliance by such the Fronting Bank or any Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law)) after the date hereof, there shall be any increase in the cost to the Fronting Bank or such Lender of agreeing to make or making, funding, converting to, continuing or maintaining any Eurodollar Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate or participating in any Letter of Credit, or, in the case of any Issuing Lender, any increase in the cost to such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditCredit Extensions, then the each Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of the Fronting Bank or such Lender, additional amounts as are sufficient to compensate such Lender for such increased costcosts in connection with its Obligations; provided that, to the extent such increased costs are not specifically related to the Obligations, the Fronting Bank or such Lender must be charging such amounts to all of its customers on a non-discriminatory basis; provided further that a Borrower shall not be obligated to pay any additional amounts which were incurred by the Fronting Bank or such Lender more than 90 days prior to the date of such request.
(b) If the Fronting Bank or any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Fronting Bank or such Lender (or its Lending Office) or any corporation controlling the Fronting Bank or such Lender with any Capital Adequacy Regulation Regulation, in each case after the date hereof, affects or would affect the amount of capital or liquidity required or expected to be maintained by the Fronting Bank or such Lender or any corporation controlling the Fronting Bank or such Lender and (taking into consideration the Fronting Bank’s or such Lender’s or such corporation’s policies with respect to capital adequacy and the Fronting Bank’s or such Lender’s desired return on capital) determines that the amount of such capital or liquidity is increased or its rate of return is decreased as a consequence of its CommitmentCommitments, Loans Credit Extensions, or obligations under this AgreementAgreement to a Borrower, then, upon demand of the Fronting Bank or such Lender to the applicable Borrower through the Administrative Agent, the such Borrower shall pay to the Fronting Bank or such Lender, from time to time as specified by the Fronting Bank or such Lender, additional amounts sufficient to compensate the Fronting Bank or such Lender for such increase; provided that to the extent such increased costs are not specifically related to the Obligations, the Fronting Bank or such Lender must be charging such amounts to all of its customers on a non-discriminatory basis; provided further that such Borrower shall not be obligated to pay any additional amounts which were incurred by the Fronting Bank or such Lender more than 90 days prior to the date of such request.
(c) Notwithstanding In the foregoing provisions event that after the Effective Date a Lender shall be required to comply with any reserve ratio requirement or analogous requirement of this Section 4.03any other central banking or financial regulatory authority imposed in respect of the maintenance of the Commitments or the funding of the Eurodollar Rate Loans, such additional costs (expressed as a percentage per annum and rounded upwards, if any necessary, to the nearest five decimal places) equal to the actual cost allocated to such Commitment or Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), which shall be due and payable on each date on which interest is payable on such Loan, provided that the applicable Borrower shall have received at least 10 days’ prior notice (with a copy to the Administrative Agent) of such additional costs from such Lender. If a Lender fails to notify the Borrower of any event or circumstance which will entitle such Lender to compensation pursuant to this Section 4.03 within 60 days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be entitled to compensation from the Borrower for any amount arising give notice 10 days’ prior to the date which is 60 relevant Interest Payment Date, such additional costs shall be due and payable 10 days before the date on which such Lender notifies the Borrower from receipt of such event or circumstance (except that, if the event or circumstance giving rise to such compensation is retroactive, then the 60-day period referred to above shall be extended to include the period of retroactive effect thereof)notice.
Appears in 2 contracts
Sources: Credit Agreement (Max Re Capital LTD), Credit Agreement (Max Capital Group Ltd.)
Increased Costs and Reduction of Return. (a) If any Lender determines or L/C Issuer shall determine that, due to either (i) the introduction of of, or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in in, or in the interpretation of of, any law or regulation or (ii) the compliance by such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the case of either clause (i) or (ii) subsequent to the date hereof, there shall be any increase in the cost to such Lender of agreeing to make or making, funding, converting to, continuing or maintaining any Eurodollar Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate or participating in any Letter of Credit, or, in the case of any Issuing Lender, any increase in the cost to such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or L/C Issuer of agreeing to make or making, funding or maintaining any unpaid drawing under LIBOR Rate Loans or BA Rate Loans or of issuing or maintaining any Letter of Credit, then the Borrower Borrowers shall be liable for, and shall from time to time, upon within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such LenderLender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costcosts; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this subsection 10.3(a) for (i) any increased costs resulting from taxes to the extent covered by Section 10.1 (and, for the avoidance of doubt, any taxes referred to in subsection 10.1(a)(i), (ii) or (iii)), which shall govern with respect to such costs, and (ii) any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the increased costs and of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the circumstance giving rise to such increased costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.
(b) If any Lender or L/C Issuer shall have determined that that:
(i) the introduction of any Capital Adequacy Regulation, ;
(ii) any change in any Capital Adequacy Regulation, ;
(iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or ; or
(iv) compliance any change in the interpretation or administration of any Capital Adequacy Regulation by such Lender or L/C Issuer (or its Lending Office) or any corporation entity controlling such the Lender with any Capital Adequacy Regulation or L/C Issuer; affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or L/C Issuer or any corporation entity controlling such Lender or L/C Issuer and (taking into consideration such Lender’s or such corporation’s entities’ policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital or liquidity is increased as a consequence of its CommitmentCommitment(s), Loans loans, credits or obligations under this Agreement, then, upon within thirty (30) days of demand of such Lender or L/C Issuer (with a copy to the Borrower through the Administrative Agent), the Borrower Borrowers shall pay to such LenderLender or L/C Issuer, from time to time as specified by such LenderLender or L/C Issuer, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase.
(c) Notwithstanding ; provided, that the foregoing provisions of this Section 4.03, if Borrowers shall not be required to compensate any Lender fails to notify the Borrower of any event or circumstance which will entitle such Lender to compensation L/C Issuer pursuant to this Section 4.03 within 60 days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be entitled to compensation from the Borrower subsection 10.3(b) for any amount arising amounts incurred more than 180 days prior to the date which is 60 days before the date on which that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the amounts and of such event Lender’s or circumstance (except thatL/C Issuer’s intention to claim compensation thereof; provided, further, that if the event or circumstance giving rise to such compensation increase is retroactive, then the 60180-day period referred to above shall be extended to include the period of retroactive effect thereof).
(c) Notwithstanding anything herein to the contrary, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith, as well as all requests, rules, guidelines and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case, pursuant to Basel III shall, in each case, be deemed to be a change in a Requirement of Law under subsection (a) above and/or a change in a Capital Adequacy Regulation under subsection (b) above, as applicable, regardless of the date enacted, adopted or issued.
Appears in 2 contracts
Sources: Credit Agreement (Evraz North America PLC), Credit Agreement (Evraz North America LTD)
Increased Costs and Reduction of Return. (a) If any Lender determines or L/C Issuer shall determine that, due to either (i) the introduction of of, or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in in, or in the interpretation of of, any law or regulation or (ii) the compliance by such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the case of either clause (i) or (ii) subsequent to the date hereof, there shall be any increase in the cost to such Lender of agreeing to make or making, funding, converting to, continuing or maintaining any Eurodollar Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate or participating in any Letter of Credit, or, in the case of any Issuing Lender, any increase in the cost to such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or L/C Issuer of agreeing to make or making, funding or maintaining any unpaid drawing under LIBOR Rate Loans or of issuing or maintain any Letter of Credit, then the Borrower Borrowers shall be liable for, and shall from time to time, upon within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such LenderLender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costcosts; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the increased costs and of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the circumstance giving rise to such increased costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.
(b) If any Lender or L/C Issuer shall have determined that that:
(i) the introduction of any Capital Adequacy Regulation, ;
(ii) any change in any Capital Adequacy Regulation, ;
(iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or ; or
(iv) compliance by such Lender or L/C Issuer (or its Lending Office) or any corporation entity controlling such the Lender or L/C Issuer, with any Capital Adequacy Regulation Regulation; affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or L/C Issuer or any corporation entity controlling such Lender or L/C Issuer and (taking into consideration such Lender’s or such corporation’s entities’ policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital or liquidity is increased as a consequence of its CommitmentCommitment(s), Loans loans, credits or obligations under this Agreement, then, upon within thirty (30) days of demand of such Lender or L/C Issuer (with a copy to the Borrower through the Administrative Agent), the Borrower Borrowers shall pay to such LenderLender or L/C Issuer, from time to time as specified by such LenderLender or L/C Issuer, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase.
(c) Notwithstanding ; provided, that the foregoing provisions of this Section 4.03, if Borrowers shall not be required to compensate any Lender fails to notify the Borrower of any event or circumstance which will entitle such Lender to compensation L/C Issuer pursuant to this Section 4.03 within 60 days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be entitled to compensation from the Borrower for any amount arising amounts incurred more than 180 days prior to the date which is 60 days before the date on which that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the amounts and of such event Lender’s or circumstance (except thatL/C Issuer’s intention to claim compensation thereof; provided, further, that if the event or circumstance giving rise to such compensation increase is retroactive, then the 60180-day period referred to above shall be extended to include the period of retroactive effect thereof).
Appears in 2 contracts
Sources: Credit Agreement (Cryolife Inc), Credit Agreement (Cryolife Inc)
Increased Costs and Reduction of Return. (a) If any Lender determines or the Agent shall determine that, due to either (i) the introduction of of, or any change (other than any in, or change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in or in the interpretation of, any Requirement of any law or regulation Law or (ii) the compliance by such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the case of either clause (i) or (ii) subsequent to the Closing Date, there shall be any increase in the cost to such Lender of agreeing to make or making, funding, converting to, continuing or maintaining any Eurodollar Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate or participating in any Letter of Credit, or, in the case of any Issuing Lender, any increase in the cost to such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or Agent of agreeing to make or making, funding or maintaining any unpaid drawing Loans or any reduction in any amount received or receivable by such Lender or the Agent under any Letter of CreditLoan Document, then the Borrower Borrowers shall be jointly and severally liable for, and shall from time to time, upon within 30 days of demand therefor by such Lender or the Agent (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such LenderLender or the Agent, additional amounts as are sufficient to compensate such Lender or the Agent for such increased costcosts; provided that the Borrowers shall not be required to compensate any Lender or the Agent pursuant to this Section 10.3(a) for any increased costs incurred more than 270 days prior to the date that such Lender or the Agent notifies the Borrowers, in writing of the increased costs and of such Lender’s or the Agent’s intention to claim compensation thereof; provided, further, that if the circumstance giving rise to such increased costs is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof.
(b) If any Lender shall have determined that that:
(i) the introduction of any Capital Adequacy Regulation, ;
(ii) any change in any Capital Adequacy Regulation, ;
(iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or ; or
(iv) compliance by such Lender (or its Lending Office) or any corporation entity controlling such the Lender with any Capital Adequacy Regulation Regulation; affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation entity controlling such Lender and (taking into consideration such Lender’s or such corporationentity’s policies with respect to capital adequacy and such Lender’s desired return on capital) determines that the amount of such capital or liquidity is increased as a consequence of its CommitmentRevolving Commitment(s), Loans loans, credits or obligations under this Agreement, then, upon within 30 days of demand of such Lender (with a copy to the Borrower through the Administrative Agent), the Borrower Borrowers shall jointly and severally pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender (or the entity controlling the Lender) for such increase.
(c) Notwithstanding ; provided that the foregoing provisions of this Section 4.03, if Borrowers shall not be required to compensate any Lender fails to notify the Borrower of any event or circumstance which will entitle such Lender to compensation pursuant to this Section 4.03 within 60 days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be entitled to compensation from the Borrower 10.3(b) for any amount arising amounts incurred more than 180 days prior to the date which is 60 days before the date on which that such Lender notifies the Borrower Borrowers, in writing of the amounts and of such event or circumstance (except thatLender’s intention to claim compensation thereof; provided, further, that if the event or circumstance giving rise to such compensation increase is retroactive, then the 60180-day period referred to above shall be extended to include the period of retroactive effect thereof.
(c) It is understood and agreed that (i) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act (Pub.L. 111-203, H.R. 4173), all rules and regulations in connection therewith, all guidelines and directives in connection therewith and any compliance by a Lender with any request or directive relating thereto and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States of America or foreign regulatory authorities, in each case in respect of this clause (ii) pursuant to Basel III, shall, in each case, for the purposes of this Agreement, be deemed to be adopted subsequent to the Closing Date other than any such rules, regulations, guidelines or directives with which the Lenders, as applicable, are required to comply as of the Closing Date.
(d) This Section 10.3 shall not apply to Taxes described in (b) through (d) of the definition of Excluded Taxes, Connection Income Taxes, Other Taxes or Taxes indemnifiable pursuant to Section 10.1(d).
Appears in 2 contracts
Sources: Revolving Loan Facility Credit Agreement (Charah Solutions, Inc.), Credit Agreement (Charah Solutions, Inc.)
Increased Costs and Reduction of Return. (a) If any Lender determines or L/C Issuer shall determine that, due to either (i) the introduction of of, or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in in, or in the interpretation of, any Requirement of Law (other than the imposition of, or a change in rate of, any law Indemnified Taxes, Connection Income Taxes or regulation Excluded Tax) or (ii) the compliance by such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the case of either clause (i) or (ii) subsequent to the Closing Date, there shall be any increase in the cost to such Lender of agreeing to make or making, funding, converting to, continuing or maintaining any Eurodollar Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate or participating in any Letter of Credit, or, in the case of any Issuing Lender, any increase in the cost to such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or L/C Issuer of agreeing to make or making, funding or maintaining any unpaid drawing under LIBOR Loans or of issuing or maintaining any Letter of Credit, then the Borrower shall be liable for, and shall from time to time, upon within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to be sent to the Administrative Applicable Agent), pay to the Administrative Applicable Agent for the account of such LenderLender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costcosts; provided, that the Borrower shall not be required to compensate any Lender or L/C Issuer pursuant to this subsection 10.3(a) for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower, in writing of the increased costs and of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the circumstance giving rise to such increased costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.
(b) If any Lender or L/C Issuer shall have determined that that:
(i) the introduction of any Capital Adequacy Regulation, ;
(ii) any change in any Capital Adequacy Regulation, ;
(iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or ; or
(iv) compliance by such Lender or L/C Issuer (or its Lending Office) or any corporation entity controlling such the Lender or L/C Issuer, with any Capital Adequacy Regulation Regulation; affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or L/C Issuer or any corporation entity controlling such Lender or L/C Issuer and (taking into consideration such Lender’s or such corporation’s entities’ policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital or liquidity is increased as a consequence of its CommitmentCommitment(s), Loans loans, credits or obligations under this Agreement, then, upon within thirty (30) days of demand of such Lender or L/C Issuer (with a copy to the Borrower through the Administrative Applicable Agent), the Borrower shall pay to such LenderLender or L/C Issuer, from time to time as specified by such LenderLender or L/C Issuer, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase.
(c) Notwithstanding ; provided, that the foregoing provisions of this Section 4.03, if Borrower shall not be required to compensate any Lender fails to notify the Borrower of any event or circumstance which will entitle such Lender to compensation L/C Issuer pursuant to this Section 4.03 within 60 days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be entitled to compensation from the Borrower subsection 10.3(b) for any amount arising amounts incurred more than 180 days prior to the date which is 60 days before the date on which that such Lender or L/C Issuer notifies the Borrower Borrower, in writing of the amounts and of such event Lender’s or circumstance (except thatL/C Issuer’s intention to claim compensation thereof; provided, further, that if the event or circumstance giving rise to such compensation increase is retroactive, then the 60180-day period referred to above shall be extended to include the period of retroactive effect thereof).
(c) Notwithstanding anything herein to the contrary, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith, and all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a change in a Requirement of Law under subsection (a) above and/or a change in a Capital Adequacy Regulation under subsection (b) above, as applicable, regardless of the date enacted, adopted or issued.
Appears in 2 contracts
Sources: Credit Agreement (SelectQuote, Inc.), Credit Agreement (SelectQuote, Inc.)
Increased Costs and Reduction of Return. (a) If any Lender Bank --------------------------------------- determines that, due to either (i) the introduction after the date hereof of or any change (other than any change by way of imposition of or increase in reserve requirements included in after the calculation of the Eurodollar Rate) date hereof in or in the interpretation of any law or regulation or (ii) the compliance by such Lender that Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender Bank of agreeing to make or making, funding, converting to, continuing funding or maintaining any Eurodollar Offshore Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate Loans or participating in any Letter Letters of Credit, or, in the case of any the Issuing LenderBank, any increase in the cost to such the Issuing Lender Bank of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then such Bank shall promptly give notice to the Borrowers' Designee and the affected Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to such Bank, within 15 days of receipt of the Administrative Agent for the account of notice referred to above, such Lender, additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as are sufficient such Bank in its sole discretion shall determine) as shall be required to compensate such Lender Bank for such increased costcosts or reductions in amounts received or receivable hereunder. To the extent the notice required by the preceding sentence and relating to the costs arising under this Section 4.3 is given by any Bank more than 90 days after the occurrence of the event giving rise to the additional costs of the type described in this Section 4.3, such Bank shall not be entitled to compensation under this Section 4.3 for any amounts incurred or accrued prior to the giving of such notice to the Borrowers' Designee.
(b) If any Lender Bank shall have determined that (i) the introduction after the date hereof of any Capital Adequacy Regulation, (ii) any change after the date hereof in any Capital Adequacy Regulation, or (iii) any change after the date hereof in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by such Lender (or its Lending Office) or any corporation controlling such Lender with any Capital Adequacy Regulation affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender Bank or any corporation controlling such Lender Bank and (taking into consideration such Lender’s Bank's or such corporation’s 's policies with respect to capital adequacy and such Lender’s Bank's desired return on capital) determines that the amount of such capital or liquidity is increased as a consequence of its Commitment, Loans loans, credits or obligations under this Agreement, thenthe Company agrees to pay such Bank, upon demand within 15 days of the receipt of the notice referred to below, such Lender to the Borrower through the Administrative Agent, the Borrower shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient as shall be required to compensate such Lender Bank for the increased cost to such increase.
(cBank as a result of such increase of capital. In determining such additional amounts, each Bank will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, provided that such Bank's determination of compensation -------- under this subsection 4.3(b) Notwithstanding the foregoing provisions of this Section 4.03shall, if any Lender fails to notify the Borrower of any event or circumstance which absent manifest error, be final and conclusive and binding on all parties hereto. Each Bank, upon determining that additional amounts will entitle such Lender to compensation be payable pursuant to this Section 4.03 within 60 subsection 4.3(b), will give prompt written notice thereof to the Borrowers' Designee, although the failure to give any such notice shall not release or diminish the Company's obligations to pay additional amounts pursuant to this subsection 4.3(b). To the extent the notice required by the immediately preceding sentence is given by any Bank more than 90 days after the occurrence of the event giving rise to the additional costs of the type described in this subsection 4.3(b), such Lender obtains knowledge of such event or circumstance, then such Lender Bank shall not be entitled to compensation from the Borrower under this subsection 4.3(b) for any amount arising amounts incurred or accrued prior to the date which is 60 days before the date on which such Lender notifies the Borrower giving of such event or circumstance (except that, if notice to the event or circumstance giving rise to such compensation is retroactive, then the 60-day period referred to above shall be extended to include the period of retroactive effect thereof)Borrowers' Designee.
Appears in 2 contracts
Sources: Revolving Multicurrency Credit Agreement (Johns Manville International Group Inc), Revolving Multicurrency Credit Agreement (Johns Manville Corp /New/)
Increased Costs and Reduction of Return. (a) If any Lender determines shall determine that, due to either (i) the introduction of of, or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in in, or in the interpretation of, any Requirement of any law or regulation Law or (ii) the compliance by such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding, converting to, continuing or maintaining any Eurodollar Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate or participating in any Letter of Credit, or, in the case of either clause (i) or (ii) subsequent to the date hereof, the Lender shall be subject to any Issuing LenderTaxes (other than (A) Indemnified Taxes and (B) Taxes described in clauses (b) through (h) of the definition of Excluded Taxes) on its loans, any increase in the cost to such Issuing Lender of agreeing to issueloan principal, issuing commitments, or maintaining any Letter of Credit other obligations, or of agreeing to make its deposits, reserves, other liabilities or making, funding or maintaining any unpaid drawing under any Letter of Creditcapital attributable thereto, then the Borrower shall be liable for, and shall from time to time, upon within thirty (30) days of demand therefor by such Lender (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costcosts of such Taxes; provided, that the Borrower shall not be required to compensate any Lender pursuant to this Subsection 9.2 for any increased costs incurred more than 180 days prior to the date that such Lender notifies the Borrower, in writing of the increased costs and of such Lender’s intention to claim compensation thereof; provided, further, that if the circumstance giving rise to such increased costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.
(b) If any Lender shall have determined that that:
(i) the introduction of any Capital Adequacy Regulation, ;
(ii) any change in any Capital Adequacy Regulation, ;
(iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or ; or
(iv) compliance by such Lender (or its Lending Office) or any corporation entity controlling such the Lender with any Capital Adequacy Regulation Regulation; affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation entity controlling such Lender and (taking into consideration such Lender’s or such corporation’s entities’ policies with respect to capital adequacy and such Lender’s desired return on capital) determines that the amount of such capital or liquidity is increased as a consequence of its CommitmentCommitment(s), Loans loans, credits or obligations under this Agreement, then, upon within thirty (30) days of demand of such Lender (with a copy to the Borrower through the Administrative administrative Agent), the Borrower shall pay to such Lender, Lender from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender (or the entity controlling the Lender) for such increase.
(c) Notwithstanding ; provided, that the foregoing provisions of this Section 4.03, if Borrower shall not be required to compensate any Lender fails to notify the Borrower of any event or circumstance which will entitle such Lender to compensation pursuant to this Section 4.03 within 60 days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be entitled to compensation from the Borrower Subsection 9.2(b) for any amount arising amounts incurred more than 180 days prior to the date which is 60 days before the date on which that such Lender notifies the Borrower Borrower, in writing of the amounts and of such event or circumstance (except thatLender’s intention to claim compensation thereof; provided, further, that if the event or circumstance giving rise to such compensation increase is retroactive, then the 60180-day period referred to above shall be extended to include the period of retroactive effect thereof).
(c) Notwithstanding anything herein to the contrary, (i) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case in respect of this clause (ii) pursuant to Basel III, shall, in each case, be deemed to be a change in a Requirement of Law under Subsection 9.1 above and/or a change in Capital Adequacy Regulation under Subsection 9.2(b) above, as applicable, regardless of the date enacted, adopted or issued.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Postmedia Network Canada Corp.), Revolving Credit Agreement (Postmedia Network Canada Corp.)
Increased Costs and Reduction of Return. (a) If any Lender determines the Issuing Bank shall determine that, due to either (i) the introduction of any Requirement of Law, or any change (other than in any change by way Requirement of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in Law or in the interpretation of any law or regulation administration thereof or (ii) the compliance by such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender the Issuing Bank or any Lending Office of agreeing to make issue or making, funding, converting to, continuing or maintaining any Eurodollar Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate or participating in any Letter of Credit, or, in the case of any Issuing Lender, any increase in the cost to such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to written request therefor by the Administrative Agent)Issuing Bank, pay to the Administrative Agent for the account of such Lender, Issuing Bank additional amounts as are sufficient to compensate the Issuing Bank or such Lender Lending Office for such increased costcosts.
(b) If any Lender the Issuing Bank shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by such Lender the Issuing Bank (or its other relevant Lending Office) or any corporation controlling such Lender the Issuing Bank, with any Capital Adequacy Regulation affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender the Issuing Bank, any Lending Office or any corporation controlling such Lender the Issuing Bank and (taking into consideration the Issuing Bank’s and such Lender’s or such controlling corporation’s policies with respect to capital adequacy and such Lenderthe Issuing Bank’s desired return on capital) determines that the amount of such capital or liquidity is increased as a consequence of its Commitment, Loans Letters of Credit issued or obligations maintained by the Issuing Bank under this Agreement, then, upon demand written request of such Lender to the Borrower through the Administrative AgentIssuing Bank, the Borrower shall immediately pay to such Lenderthe Issuing Bank or the relevant Lending Office, from time to time as specified by such Lenderthe Issuing Bank, additional amounts sufficient to compensate the Issuing Bank or such Lender Lending Office for such increase.
(c) Notwithstanding the foregoing provisions of this Section 4.03, if any Lender fails to The Issuing Bank will notify the Borrower of any event or circumstance occurring after the date hereof which will entitle such Lender the Issuing Bank or any Lending Office to compensation from the Borrower pursuant to this Section 4.03 within 60 days as promptly as practicable after such Lender it obtains knowledge of thereof and determines to request such event compensation, and will designate a different Lending Office if such designation will avoid the need for, or circumstancereduce the amount of, then such Lender shall not be entitled to compensation. If the Issuing Bank requests compensation from under this Section 4.03, the Borrower for any amount arising prior may, by notice to the date which is 60 days before Issuing Bank, require that the date on which such Lender notifies Issuing Bank furnish to the Borrower of such event or circumstance (except that, if a statement setting forth the event or circumstance giving rise to basis for requesting such compensation is retroactive, then and the 60-day period referred to above shall be extended to include method for determining the period of retroactive effect amount thereof).
Appears in 2 contracts
Sources: Letter of Credit Agreement (Brinks Co), Letter of Credit Agreement (Brinks Co)
Increased Costs and Reduction of Return. (a) If After the date hereof, if any Lender determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Eurocurrency Rate) in or in the interpretation of any law or regulation or (ii) compliance by such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding, converting to, continuing funding or maintaining any Eurodollar Rate Eurocurrency Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate or participating in any Letter Letters of Credit, Credit or, in the case of any the Issuing Lender, any increase in the cost to such the Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the applicable Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent Agent, for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costcosts.
(b) If After the date hereof, if any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by such Lender (or its Lending Office) or any corporation controlling such Lender with any Capital Adequacy Regulation Regulation, affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation controlling such Lender and (taking into consideration such Lender’s 's or such corporation’s 's policies with respect to capital adequacy and such Lender’s 's desired return on capital) determines that the amount of such capital or liquidity is increased as a consequence of any of its CommitmentCommitments, Loans or obligations under this Agreement, then, upon demand of such Lender to the Borrower Company through the Administrative Agent, the applicable Borrower shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such increase.
(c) Notwithstanding This SECTION 4.3 shall not require either Borrower to reimburse the foregoing provisions of this Section 4.03, if Administrative Agent or any Lender fails to notify the Borrower of any event or circumstance which will entitle such Lender to compensation pursuant to this Section 4.03 within 60 days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be entitled to compensation from the Borrower for any amount arising prior to Taxes which are otherwise covered by the date which is 60 days before the date on which such Lender notifies the Borrower of such event indemnity set forth in SECTION 4.1 or circumstance (except that, if the event or circumstance giving rise to such compensation is retroactive, then the 60-day period referred to above shall be extended to include the period of retroactive effect thereof)any Excluded Taxes.
Appears in 1 contract
Sources: Credit Agreement (Rayovac Corp)
Increased Costs and Reduction of Return. (a) If any Lender Bank reasonably determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Offshore Rate) in or in the interpretation of any law or regulation or (ii) the compliance by such Lender that Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender Bank of agreeing to make or making, funding, converting to, continuing funding or maintaining any Eurodollar Offshore Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate Loans or participating in Letters of Credit or Interim Note Guarantees, or, in the case of Issuing Bank, any increase in the cost to Issuing Bank of agreeing to Issue, Issuing or maintaining any Letter of Credit or of funding any drawing under any Letter of Credit, or, in the case of any Issuing LenderNationsBank, any increase in the cost to such Issuing Lender NationsBank of agreeing to issue, issuing or maintaining any Letter maintain the Interim Note Guarantee of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing making payment under any Letter of Creditthe Interim Note Guarantee, then the Borrower Companies shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such LenderBank, additional amounts as are sufficient to compensate such Lender Bank for such increased costs; provided, that no Company shall be obligated to reimburse any Bank for any cost incurred pursuant to this Section more than 180 days prior to notice to the Companies of the incurrence of such cost; except that if any change or compliance requirement described above shall have a retroactive application, the Companies shall be obligated to make such reimbursement with respect to such retroactive effect, if such Bank shall give the Companies notice thereof within 30 days of such Bank's having notice thereof. At the request of the Companies, any Bank claiming the right to payment under this subsection shall provide a certificate in reasonable detail as to the amount of such payment to the requesting Company.
(b) If any Lender Bank shall have reasonably determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by such Lender Bank (or its Lending Office) or any corporation controlling such Lender Bank with any Capital Adequacy Regulation Regulation, affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender Bank or any corporation controlling such Lender Bank and (taking into consideration such Lender’s Bank's or such corporation’s 's policies with respect to capital adequacy and such Lender’s Bank's or such corporation's desired return on capital) determines shall have determined that the amount rate of return on its or such controlling corporation's capital or liquidity is increased as a consequence of its Commitment, Commitment or the Loans made or obligations under this AgreementLetters of Credit Issued or participated in or Interim Note Guarantee given or participated in by such Bank is reduced to a level below that which such Bank or such controlling corporation could have achieved but for the occurrence of such circumstances, then, upon demand of such Lender Bank to the Borrower through the Administrative AgentCompanies, the Borrower Companies shall pay to such LenderBank, from time to time as specified by such LenderBank, additional amounts sufficient to compensate such Lender Bank or such controlling corporation for such increasereduction in rate of return; provided, that the Companies shall not be obligated to reimburse any Bank for any reduction on the rate of return on capital pursuant to this Section realized more than 180 days prior to notice to the Companies of such reduction; except that if any change or compliance requirement described above shall have a retroactive application, the Companies shall be obligated to make such reimbursement with respect to such retroactive effect, if such Bank shall give the Companies notice thereof within 30 days of such Bank's having notice thereof. In calculating any amounts payable hereunder, each Bank shall use any reasonable method of allocation and attribution that it shall deem applicable.
(c) Notwithstanding Without limiting the foregoing provisions but without duplication for any Associated Costs reimbursed pursuant to SECTION 5.3(a) OR (b), as to any Offshore Currency Loans denominated in British pounds sterling, the Companies will pay the Associated Costs. Any Bank requesting reimbursement under this SECTION 5.3(c) shall give the Companies written notice, including a detailed calculation, within 30 days of this Section 4.03, if any Lender fails to notify having notice of the Borrower incurrence of any event or circumstance which will entitle such Lender to compensation pursuant to this Section 4.03 within 60 days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be entitled to compensation from the Borrower for any amount arising prior to the date which is 60 days before the date on which such Lender notifies the Borrower of such event or circumstance (except that, if the event or circumstance giving rise to such compensation is retroactive, then the 60-day period referred to above shall be extended to include the period of retroactive effect thereof)Associated Costs.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If GE Capital or any Lender determines other L/C Issuer shall determine that, due to either (i) the introduction of of, or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in in, or in the interpretation of, any Requirement of any law or regulation Law or (ii) the compliance by such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the case of either clause (i) or (ii) subsequent to the date hereof, there shall be any increase in the cost to such Lender Person of agreeing to make Issuing or makingcausing the Issuance, funding, converting to, continuing or maintaining any Eurodollar Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate or participating in any Letter of Credit, or, in the case of any Issuing Lender, any increase in the cost to such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Borrower Applicants shall be liable for, and shall from time to time, upon within thirty (30) days of demand (with a copy of therefor by such demand to be sent to the Administrative Agent)Person, pay to the Administrative Agent such Person for the account of such Lenderits own account, additional amounts as are sufficient to compensate such Lender Person for such increased costcosts; provided that the Applicants shall not be required to compensate such Person pursuant to this subsection 8.2(a) for any increased costs incurred more than ninety (90) days prior to the date that such Person notifies the Lead Applicant, in writing of the increased costs and of such Person’s intention to claim compensation thereof; provided further that if the circumstance giving rise to such increased costs is retroactive, then the 90-day period referred to above shall be extended to include the period of retroactive effect thereof.
(b) If GE Capital or any Lender other L/C Issuer shall have determined that that:
(i) the introduction of any Capital Adequacy Regulation, ;
(ii) any change in any Capital Adequacy Regulation, ;
(iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or ; or
(iv) compliance by such Lender Person (or its Lending Office) or any corporation entity controlling such Lender Person, with any Capital Adequacy Regulation Regulation; affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender Person or any corporation entity controlling such Lender Person and (taking into consideration such LenderPerson’s or such corporation’s entities’ policies with respect to capital adequacy and such LenderPerson’s desired contracted return on capital) reasonably determines that the amount of such capital or liquidity is increased as a consequence of its Commitment, Loans credits or obligations under this Agreement, then, upon within thirty (30) days of demand of such Lender to the Borrower through the Administrative AgentPerson, the Borrower Applicants shall pay to such LenderPerson, from time to time as specified by such LenderPerson, additional amounts sufficient to compensate such Lender Person (or the entity controlling such Person) for such increase.
(c) Notwithstanding ; provided that the foregoing provisions of this Section 4.03, if any Lender fails Applicants shall not be required to notify the Borrower of any event or circumstance which will entitle compensate such Lender to compensation Person pursuant to this Section 4.03 within 60 days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be entitled to compensation from the Borrower subsection 8.2(b) for any amount arising amounts incurred more than ninety (90) days prior to the date which is 60 days before the date on which that such Lender Person notifies the Borrower Lead Applicant, in writing of the amounts and of such event or circumstance (except that, Person’s intention to claim compensation thereof; provided further that if the event or circumstance giving rise to such compensation increase is retroactive, then the 6090-day period referred to above shall be extended to include the period of retroactive effect thereof).
(c) Notwithstanding anything herein to the contrary, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be deemed to be a change in a Requirement of Law under clause (a) above and/or a change in Capital Adequacy Regulation under clause (b) above, as applicable, regardless of the date enacted, adopted or issued. Table of Contents
(d) This Section 8.2 shall not apply with respect to Taxes or Other Taxes covered by Section 8.1 or the imposition of, or any change in the rate of, any Excluded Taxes.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Lender determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in or in the interpretation of any law or regulation or (ii) the compliance by such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in either case after the Effective Date, there shall be any increase in the cost to such Lender of agreeing to make or making, funding, converting to, continuing funding or maintaining any Eurodollar Eurocurrency Rate Loan or Base Loan, BA Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate Loans or participating in any Letter Letters of Credit, or, in the case of any Issuing L/C Lender, any increase in the cost to such Issuing L/C Lender of agreeing to issueIssue, issuing Issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the each Applicable Borrower shall be liable for, and shall from time to time, upon within 15 Business Days of demand (with which demand shall contain a reasonably detailed calculation of any relevant costs and shall be conclusive and binding in the absence of manifest error, and a copy of such demand to thereof shall be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costcosts.
(b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by such Lender (or its Lending Office) or any corporation controlling such Lender with any Capital Adequacy Regulation Regulation, in each case after the Effective Date, affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation controlling such Lender and (taking into consideration such Lender’s 's or such corporation’s 's policies with respect to capital adequacy and such Lender’s desired return on capitaladequacy) determines that the amount of such capital or liquidity is increased as a consequence of its Commitment, Loans Loans, credits or obligations under this Agreement, then, upon within 15 Business Days of demand of such Lender to the Applicable Borrower through the Administrative Agent, the each Applicable Borrower shall pay to such Lender, from time to time as specified by such Lender, additional amounts reasonably sufficient to compensate such Lender for such increase. A statement of such Lender as to any such additional amount or amounts (including calculations thereof in reasonable detail), in the absence of manifest error, shall be conclusive and binding on each Applicable Borrower. In determining such amount or amounts, such Lender may use any method of averaging and attribution that it (in its sole and absolute discretion) shall deem applicable and that is not materially less favorable to each Applicable Borrower than to any of its other similarly situated customers.
(c) Notwithstanding the foregoing provisions of Nothing in this Section 4.03, if 4.3 shall obligate any Lender fails Loan Party to notify the Borrower make any payments with respect to Taxes of any event or circumstance which will entitle such Lender to compensation pursuant to this Section 4.03 within 60 days after such Lender obtains knowledge of such event or circumstancesort, then such Lender shall not be entitled to compensation from the Borrower indemnification for any amount arising prior to the date which is 60 days before the date on which such Lender notifies the Borrower of such event or circumstance (except that, if the event or circumstance giving rise to such compensation is retroactive, then the 60-day period referred to above shall be extended to include the period of retroactive effect thereof)governed by Section 4.1.
Appears in 1 contract
Sources: Senior Secured Credit Agreement (Greif Brothers Corp)
Increased Costs and Reduction of Return. (a) If any Lender determines or L/C Issuer shall determine that, due to either (i) the introduction of of, or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in in, or in the interpretation of, any Requirement of Law (other than the imposition of, or a change in rate of, any law Indemnified Taxes, Connection Income Taxes or regulation Excluded Tax) or (ii) the compliance by such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the case of either clause (i) or (ii) subsequent to the Closing Date, there shall be any increase in the cost to such Lender of agreeing to make or making, funding, converting to, continuing or maintaining any Eurodollar Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate or participating in any Letter of Credit, or, in the case of any Issuing Lender, any increase in the cost to such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or L/C Issuer of agreeing to make or making, funding or maintaining any unpaid drawing under LIBOR Loans or of issuing or maintaining any Letter of Credit, then the Borrower shall be liable for, and shall from time to time, upon within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to be sent to the Administrative Applicable Agent), pay to the Administrative Applicable Agent for the account of such LenderLender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costcosts; provided, that the Borrower shall not be required to compensate any Lender or L/C Issuer pursuant to this subsection 10.3(a) for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower, in writing of the increased costs and of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the circumstance giving rise to such increased costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.
(b) If any Lender or L/C Issuer shall have determined that that:
(i) the introduction of any Capital Adequacy Regulation, ;
(ii) any change in any Capital Adequacy Regulation, ;
(iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or ; or
(iv) compliance by such Lender or L/C Issuer (or its Lending Office) or any corporation entity controlling such the Lender or L/C Issuer, with any Capital Adequacy Regulation Regulation; affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or L/C Issuer or any corporation entity controlling such Lender or L/C Issuer and (taking into consideration such Lender’s or such corporation’s entities’ policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital or liquidity is increased as a consequence of its CommitmentCommitment(s), Loans loans, credits or obligations under this Agreement, then, upon within thirty (30) days of demand of such Lender or L/ C Issuer (with a copy to the Borrower through the Administrative Applicable Agent), the Borrower shall pay to such LenderLender or L/C Issuer, from time to time as specified by such LenderLender or L/C Issuer, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase.
(c) Notwithstanding ; provided, that the foregoing provisions of this Section 4.03, if Borrower shall not be required to compensate any Lender fails to notify the Borrower of any event or circumstance which will entitle such Lender to compensation L/C Issuer pursuant to this Section 4.03 within 60 days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be entitled to compensation from the Borrower subsection 10.3(b) for any amount arising amounts incurred more than 180 days prior to the date which is 60 days before the date on which that such Lender or L/C Issuer notifies the Borrower Borrower, in writing of the amounts and of such event Lender’s or circumstance (except thatL/C Issuer’s intention to claim compensation thereof; provided, further, that if the event or circumstance giving rise to such compensation increase is retroactive, then the 60180-day period referred to above shall be extended to include the period of retroactive effect thereof).
(c) Notwithstanding anything herein to the contrary, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith, and all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a change in a Requirement of Law under subsection (a) above and/or a change in a Capital Adequacy Regulation under subsection (b) above, as applicable, regardless of the date enacted, adopted or issued.
Appears in 1 contract
Sources: Credit Agreement (SelectQuote, Inc.)
Increased Costs and Reduction of Return. (a) If any Lender determines that, due to either (i) the introduction of of, or any change (other than any a change by way of imposition of of, or increase in in, reserve requirements included in the calculation of the Eurodollar RateLIBOR Reserve Percentage) in or in the interpretation of of, any law or regulation or (ii) the compliance by such Lender (or its Lending Office) or any entity controlling such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding, converting to, continuing or maintaining any Eurodollar Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate or participating in any Letter of Credit, or, in the case of any Issuing Lender, any increase in the cost to such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter LIBOR Loans, or issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing, then the Borrower shall be liable for, and shall from time to time, upon demand (therefor by such Lender with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, Lender such additional amounts as are sufficient to compensate such Lender for such increased costcosts.
(b) If any Lender shall have determined determines that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by such Lender (or its Lending Office) ), or any corporation controlling such Lender Lender, with any Capital Adequacy Regulation affects or would affect the amount of capital or liquidity required or expected to be maintained by that such Lender or any corporation controlling such Lender is required or expected to maintain, and such Lender (taking into consideration such Lender’s 's or such corporation’s 's policies with respect to capital adequacy and such Lender’s 's desired return on capital) determines that the amount of such capital or liquidity is increased as a consequence of any of its Commitmentloans, Loans credits or obligations under this Agreement, then, upon demand of sixty (60) days' notice from such Lender to the Borrower through the Administrative Agent, the Borrower shall immediately pay to Administrative Agent, for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such increase.
(c) Notwithstanding the foregoing provisions of this Section 4.03, if any Lender fails to notify the Borrower of any event or circumstance which will entitle such Lender to compensation pursuant to this Section 4.03 within 60 days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be entitled to compensation from the Borrower for any amount arising prior to the date which is 60 days before the date on which such Lender notifies the Borrower of such event or circumstance (except that, if the event or circumstance giving rise to such compensation is retroactive, then the 60-day period referred to above shall be extended to include the period of retroactive effect thereof).
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Lender the Seller determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar RateLIBOR (Reserve Adjusted)) in or in the interpretation of any law or regulation or (ii) compliance by such Lender the Seller with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding, converting to, continuing or maintaining any Eurodollar Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate or participating in any Letter of Credit, or, in the case of any Issuing Lender, any increase in the cost to such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or Seller of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Creditthe Financing, then the Borrower Purchaser shall be liable for, and shall from time to time, time upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such LenderSeller, additional amounts as are sufficient to compensate such Lender the Seller for such increased cost.
(b) If any Lender the Seller shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by such Lender (or its Lending Office) the Seller or any corporation controlling such Lender the Seller with any Capital Adequacy Regulation affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender the Seller or any corporation controlling such Lender the Seller and (taking into consideration such Lender’s the Seller's or such corporation’s 's policies with respect to capital adequacy and such Lender’s the Seller's desired return on capital) determines that the amount of such capital or liquidity is increased as a consequence of its Commitment, Loans or obligations under this Agreementthe Financing, then, upon demand of such Lender the Seller to the Borrower through the Administrative AgentPurchaser, the Borrower shall Purchaser agrees to pay to such Lenderthe Seller, from time to time as specified by such Lenderthe Seller, additional amounts sufficient to compensate such Lender the Seller for such increase.
(c) Notwithstanding the foregoing provisions of this Section 4.033.2, if any Lender the Seller fails to notify the Borrower Purchaser of any event or circumstance which will would entitle such Lender the Seller to compensation pursuant to this Section 4.03 3.2 within 60 days after such Lender obtains knowledge of such event or circumstance, then such Lender the Seller shall not be entitled to compensation from the Borrower Purchaser for any amount arising prior to the date which is 60 days before the date on which such Lender the Seller notifies the Borrower Purchaser of such event or circumstance (except that, if the event or circumstance giving rise to such compensation is retroactive, then the 60-day period referred to above shall be extended to include the period of retroactive effect thereof)circumstance.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Lender determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar RateLIBOR Rate or in respect of the assessment rate payable by any Lender to the FDIC for insuring U.S. deposits) in or in the interpretation of any law or regulation or (ii) the compliance by such that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding, converting to, continuing funding or maintaining any Eurodollar LIBOR Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate Loans or participating in any Letter Letters of Credit, or, in the case of any either Issuing Lender, any increase in the cost to such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Borrower Company shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costcosts.
(b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by such the Lender (or its Lending Office) or any corporation controlling such the Lender with any Capital Adequacy Regulation Regulation, affects or would affect the amount of capital or liquidity required or expected to be maintained by such the Lender or any corporation controlling such the Lender and (taking into consideration such Lender’s 's or such corporation’s 's policies with respect to capital adequacy and such Lender’s 's desired return on capital) determines that the amount of such capital or liquidity is increased as a consequence of its CommitmentCommitments, Loans loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Borrower through the Administrative Agent, the Borrower shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such increase.
(c) Notwithstanding the foregoing provisions of this Section 4.03, if any Lender fails to notify the Borrower of any event or circumstance which will entitle such Lender to compensation pursuant to this Section 4.03 within 60 days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be entitled to compensation from the Borrower for any amount arising prior to the date which is 60 days before the date on which such Lender notifies the Borrower of such event or circumstance (except that, if the event or circumstance giving rise to such compensation is retroactive, then the 60-day period referred to above shall be extended to include the period of retroactive effect thereof).the
Appears in 1 contract
Sources: Credit Agreement (Vans Inc)
Increased Costs and Reduction of Return. (a) If any Lender determines or L/C Issuer shall determine that, due to either (i) the introduction of of, or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in in, or in the interpretation of, any Requirement of any law or regulation Law or (ii) the compliance by such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the case of either clause (i) or (ii) subsequent to the date hereof and, in each case, other than any (x) Indemnified Tax or (y) Tax described in clause (a)(2), (b), (c), or (d) of the definition of Excluded Tax, there shall be any increase in the cost to such Lender of agreeing to make or making, funding, converting to, continuing or maintaining any Eurodollar Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate or participating in any Letter of Credit, or, in the case of any Issuing Lender, any increase in the cost to such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or L/C Issuer of agreeing to make or making, funding or maintaining any unpaid drawing under LIBOR Rate Loans or of Issuing or maintaining any Letter of Credit, then the Borrower Borrowers shall be liable for, and shall from time to time, upon within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such LenderLender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costcosts; provided, that Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section 10.3(a) for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies Borrower Representative, in writing of the increased costs and of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the circumstance giving rise to such increased costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.
(b) If any Lender or L/C Issuer shall have determined that that:
(i) the introduction of any Capital Adequacy Regulation, ;
(ii) any change in any Capital Adequacy Regulation, ;
(iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or ; or
(iv) compliance by such Lender or L/C Issuer (or its Lending Office) or any corporation entity controlling such the Lender or L/C Issuer, with any Capital Adequacy Regulation Regulation; affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or L/C Issuer or any corporation entity controlling such Lender or L/C Issuer and (taking into consideration such Lender’s or such corporation’s entities’ policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital or liquidity is increased as a consequence of its CommitmentRevolving Loan Commitment(s), Loans loans, credits or obligations under this Agreement, then, upon within thirty (30) days of demand of such Lender or L/C Issuer (with a copy to the Borrower through the Administrative Agent), the Borrower Borrowers shall pay to such LenderLender or L/C Issuer, from time to time as specified by such LenderLender or L/C Issuer, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase.
(c) Notwithstanding the foregoing provisions of this Section 4.03; provided, if that no Borrower shall be required to compensate any Lender fails to notify the Borrower of any event or circumstance which will entitle such Lender to compensation L/C Issuer pursuant to this Section 4.03 within 60 days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be entitled to compensation from the Borrower 10.3(b) for any amount arising amounts incurred more than 180 days prior to the date which is 60 days before the date on which that such Lender or L/C Issuer notifies Borrower Representative, in writing of the Borrower amounts and of such event Lender’s or circumstance (except thatL/C Issuer’s intention to claim compensation thereof; provided, further, that if the event or circumstance giving rise to such compensation increase is retroactive, then the 60180-day period referred to above shall be extended to include the period of retroactive effect thereof).
(c) Notwithstanding anything to the contrary herein, (i) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision or any successor or similar authority shall, in each case, be deemed to be a change in a Requirement of Law under clause (a) above or a change in a Capital Adequacy Regulation under clause (b) above, as applicable, regardless of the date enacted, adopted or issued.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Lender determines or L/C Issuer shall determine that, due to either (i) the introduction of of, or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in in, or in the interpretation of, any Requirement of any law or regulation Law or (ii) the compliance by such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the case of either clause (i) or (ii) subsequent to the date hereof, (x) there shall be any increase in the cost to such Lender of agreeing to make or making, funding, converting to, continuing or maintaining any Eurodollar Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate or participating in any Letter of Credit, or, in the case of any Issuing Lender, any increase in the cost to such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or L/C Issuer of agreeing to make or making, funding or maintaining any unpaid drawing under LIBOR Rate Loans or of Issuing or maintaining any Letter of CreditCredit or (y) the Lender or L/C Issuer shall be subject to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded 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, then the Borrower Borrowers shall be liable for, and shall from time to time, upon within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such LenderLender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costcosts or such Taxes; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section 10.3(a) for any increased costs incurred more than 90 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the increased costs and of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the circumstance giving rise to such increased costs is retroactive, then the 90-day period referred to above shall be extended to include the period of retroactive effect thereof.
(b) If any Lender or L/C Issuer shall have determined that that:
(i) the introduction of any Capital Adequacy Regulation, ;
(ii) any change in any Capital Adequacy Regulation, ;
(iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or ; or
(iv) compliance by such Lender or L/C Issuer (or its Lending Office) or any corporation entity controlling such the Lender or L/C Issuer, with any Capital Adequacy Regulation Regulation; affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or L/C Issuer or any corporation entity controlling such Lender or L/C Issuer and (taking into consideration such Lender’s or such corporation’s entities’ policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital or liquidity is increased as a consequence of its CommitmentCommitment(s), Loans loans, credits or obligations under this Agreement, then, upon within thirty (30) days of demand of such Lender or L/C Issuer (with a copy to the Borrower through the Administrative Agent), the Borrower Borrowers shall pay to such LenderLender or L/C Issuer, from time to time as specified by such LenderLender or L/C Issuer, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase.
(c) Notwithstanding ; provided, that the foregoing provisions of this Section 4.03, if Borrowers shall not be required to compensate any Lender fails to notify the Borrower of any event or circumstance which will entitle such Lender to compensation L/C Issuer pursuant to this Section 4.03 within 60 days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be entitled to compensation from the Borrower 10.3(b) for any amount arising amounts incurred more than 90 days prior to the date which is 60 days before the date on which that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the amounts and of such event Lender’s or circumstance (except thatL/C Issuer’s intention to claim compensation thereof; provided, further, that if the event or circumstance giving rise to such compensation increase is retroactive, then the 6090-day period referred to above shall be extended to include the period of retroactive effect thereof).
(c) Notwithstanding anything herein to the contrary, (i) the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States of America or foreign regulatory authorities, in each case in respect of this clause (ii) pursuant to Basel III, shall, in each case, be deemed to be a change in a Requirement of Law under Section 10.3(a) above and/or a change in Capital Adequacy Regulation under Section 10.3(b) above, as applicable, regardless of the date enacted, adopted or issued.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Lender reasonably determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in or in the interpretation of any law or regulation or (ii) the compliance by such that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding, converting to, continuing funding or maintaining any Eurodollar Offshore Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate Loans or participating in any Letter Letters of Credit, or, in the case of any the Issuing LenderBank, any increase in the cost to such the Issuing Lender Bank of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the relevant Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costcosts.
(b) If any Lender shall have reasonably determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by <301> such Lender (or its Lending Office) or any corporation controlling <302> such Lender with any Capital Adequacy Regulation Regulation, affects or would affect the amount of capital or liquidity required or expected to be maintained by <303> such Lender or any corporation controlling <304> such Lender and (taking into consideration such Lender’s 's or such corporation’s 's policies with respect to capital adequacy and such Lender’s desired 's customary return on capital) determines that the amount of such capital or liquidity is increased as a consequence of its Commitment, Loans loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Borrower Company through the Administrative Agent, the relevant Borrower shall pay to <305> such Lender, from time to time as specified by <306> such Lender, additional amounts sufficient to compensate <307> such Lender or such corporation for such increase.
(c) Notwithstanding the foregoing provisions Any provision of this Section 4.03Agreement stated to have effect on, if any Lender fails to notify after, or as from, the Borrower of any event or circumstance which will entitle such Lender to compensation pursuant to this Section 4.03 within 60 days after such Lender obtains knowledge of such event or circumstanceCommencement Date will, then such Lender shall not be entitled to compensation from the Borrower for any amount arising prior to the date extent that the provision relates to any currency of a state which is 60 days before not a Participating Member State on the Commencement Date, have effect in relation to that currency on the date on which such Lender notifies the Borrower of such event or circumstance (except that, if the event or circumstance giving rise to such compensation is retroactive, then the 60-day period referred to above shall be extended to include the period of retroactive effect thereof)<308> it becomes a Participating Member State.
Appears in 1 contract
Sources: Credit Agreement (Macdermid Inc)
Increased Costs and Reduction of Return. (a) If any Revolving Lender determines that, that due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in or in the interpretation of any law or regulation after the date of this Agreement or (ii) the compliance by such Revolving Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law)) made after the date of this Agreement, there shall be any increase in the cost to such Revolving Lender of agreeing to make or making, funding, converting to, continuing or maintaining any Eurodollar LIBOR Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate or participating in any Letter of Credit, or, in the case of any Issuing Lender, any increase in the cost to such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditRevolving Loans, then the Borrower Borrowers shall be liable for, and shall from time to time, upon within three Business Days of demand by such Revolving Lender (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent Agent, for the account of such Revolving Lender, additional amounts as are sufficient to compensate such Revolving Lender for such increased costcosts.
(b) If any Revolving Lender shall have determined that (to the extent it occurs after the date of this Agreement) (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by such Revolving Lender (or its Lending Office) or any corporation or other entity controlling such Revolving Lender with any Capital Adequacy Regulation Regulation, affects or would affect the amount of capital or liquidity required or expected to be maintained by such Revolving Lender or any corporation or other entity controlling such Revolving Lender and (taking into consideration such Revolving Lender’s or such corporation’s or other entity’s policies with respect to capital adequacy and such Revolving Lender’s desired return on capital) determines that the amount of such capital or liquidity is increased as a consequence of its Commitment, Loans loans, credits, or obligations under this Agreement, then, upon within three Business Days of demand by such Revolving Lender (with a copy of such Lender demand to be sent to the Borrower through Administrative Agent), the Borrowers shall pay to the Administrative Agent, for the Borrower shall pay to account of such Revolving Lender, from time to time as specified by such Revolving Lender, additional amounts sufficient to compensate such Revolving Lender for such increase.
(c) Notwithstanding the foregoing provisions of this Section 4.03, if any Lender fails to notify the Borrower of any event or circumstance which will entitle such Lender to compensation pursuant to this Section 4.03 within 60 days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be entitled to compensation from the Borrower for any amount arising prior to the date which is 60 days before the date on which such Lender notifies the Borrower of such event or circumstance (except that, if the event or circumstance giving rise to such compensation is retroactive, then the 60-day period referred to above shall be extended to include the period of retroactive effect thereof).
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Lender determines or L/C Issuer shall determine that, due to either (i) the introduction of adoption or taking effect of, or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in in, or in the interpretation of, any Requirement of any law or regulation Law or (ii) the compliance by such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the case of either clause (i) or (ii) subsequent to the date hereof, (x) there shall be any increase in the cost to such Lender of agreeing to make or making, funding, converting to, continuing or maintaining any Eurodollar Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate or participating in any Letter of Credit, or, in the case of any Issuing Lender, any increase in the cost to such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or L/C Issuer of agreeing to make or making, funding or maintaining any unpaid drawing under LIBOR Rate Loans or of Issuing or maintaining any Letter of CreditCredit or (y) the Lender or L/C Issuer shall be subject to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded 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, then the Borrower Borrowers shall be liable for, and shall from time to time, upon within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such LenderLender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costcosts or such Taxes; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section 11.3(a) for any increased costs incurred more than 120 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the increased costs and of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the circumstance giving rise to such increased costs is retroactive, then the 120-day period referred to above shall be extended to include the period of retroactive effect thereof.
(b) If any Lender or L/C Issuer shall have determined that that:
(i) the introduction of any Capital Adequacy Regulation, ;
(ii) any change in any Capital Adequacy Regulation, ;
(iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or ; or
(iv) compliance by such Lender or L/C Issuer (or its Lending Office) or any corporation entity controlling such the Lender or L/C Issuer, with any Capital Adequacy Regulation Regulation; affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or L/C Issuer or any corporation entity controlling such Lender or L/C Issuer and (taking into consideration such Lender’s or such corporation’s entities’ policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital or liquidity is increased as a consequence of its CommitmentCommitment(s), Loans loans, credits or obligations under this Agreement, then, upon within thirty (30) days of demand of such Lender or L/C Issuer (with a copy to the Borrower through the Administrative Agent), the Borrower Borrowers shall pay to such LenderLender or L/C Issuer, from time to time as specified by such LenderLender or L/C Issuer, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase.
(c) Notwithstanding ; provided, that the foregoing provisions of this Section 4.03, if Borrowers shall not be required to compensate any Lender fails to notify the Borrower of any event or circumstance which will entitle such Lender to compensation L/C Issuer pursuant to this Section 4.03 within 60 days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be entitled to compensation from the Borrower 11.3(b) for any amount arising amounts incurred more than 180 days prior to the date which is 60 days before the date on which that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the amounts and of such event Lender’s or circumstance (except thatL/C Issuer’s intention to claim compensation thereof; provided, further, that if the event or circumstance giving rise to such compensation increase is retroactive, then the 60180-day period referred to above shall be extended to include the period of retroactive effect thereof).
(c) Notwithstanding anything herein to the contrary, (i) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case in respect of this clause (ii) pursuant to Basel III, shall, in each case, be deemed to be a change in a Requirement of Law under Section 11.3(a) above and/or a change in Capital Adequacy Regulation under Section 11.3(b) above, as applicable, regardless of the date enacted, adopted or issued.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Lender reasonably and in good faith determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in or in the interpretation of any law or regulation or (ii) the compliance by such that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law)) after the Closing Date, there shall be any increase in the cost including Taxes (other than (i) Excluded Taxes and (ii) Indemnified Taxes and Other Taxes that are covered by Section 3.01) to such Lender of agreeing to make or making, funding, converting to, continuing or maintaining any Eurodollar Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate or participating in any Letter of Credit, or, in the case of any Issuing Lender, any increase in the cost to such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditEurodollar Rate Loans, then the Borrower Company shall be liable for, and shall from time to time, promptly upon written demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costcosts; provided that such Lender shall only be entitled to seek such additional amounts if such Lender is generally seeking the payment of similar additional amounts from similarly situated borrowers in comparable credit facilities. Notwithstanding anything herein to the contrary, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all rules, regulations, orders, requests, guidelines or directives in connection therewith are deemed to have been adopted and to have taken effect after the date hereof.
(b) If any Lender reasonably and in good faith shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by such the Lender (or its Lending Office) or any corporation controlling such the Lender with any Capital Adequacy Regulation Regulation, in each case after the Closing Date, affects or would affect the amount of capital or liquidity required or expected to be maintained by such the Lender or any corporation controlling such the Lender and (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy and such Lender’s desired return on capital) determines that the amount of such capital or liquidity is increased as a consequence of its Commitment, Loans loans, credits or obligations under this Agreement, then, upon thirty (30) days after written demand of by such Lender to the Borrower Company through the Administrative Agent, the Borrower Company shall pay to such the Lender, from time to time as specified by such the Lender, additional amounts sufficient to compensate such the Lender for such increase.
(c) Notwithstanding the foregoing provisions of this Section 4.03, if any Lender fails to notify the Borrower of any event or circumstance which will entitle such Lender to compensation pursuant to this Section 4.03 within 60 days after such Lender obtains knowledge of such event or circumstance, then ; provided that such Lender shall not only be entitled to compensation seek such additional amounts if such Lender is generally seeking the payment of similar additional amounts from similarly situated borrowers in comparable credit facilities; provided, further, that the Borrower Company shall not be required to compensate a Lender for any amount arising such increases in capital for any period more than 120 days prior to the date which is 60 days before the date on which such Lender notifies the Borrower of delivers such event or circumstance (except that, if the event or circumstance giving rise to such compensation is retroactive, then the 60-day period referred to above shall be extended to include the period of retroactive effect thereof)demand.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Lender determines or L/C Issuer shall determine that, due to either (i) the introduction of of, or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in in, or in the interpretation of, any Requirement of any law or regulation Law or (ii) the compliance by such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the case of either clause (i) or (ii) subsequent to the Closing Date, (x) there shall be any increase in the cost to such Lender of agreeing to make or making, funding, converting to, continuing or maintaining any Eurodollar Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate or participating in any Letter of Credit, or, in the case of any Issuing Lender, any increase in the cost to such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or L/C Issuer of agreeing to make or making, funding or maintaining any unpaid drawing under LIBOR Loans or BA Rate Loans, as applicable, or of issuing or maintaining any Letter of CreditCredit or (y) the Lender or L/C Issuer shall be subject to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded 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, then the Borrower Borrowers shall be liable for, and shall from time to time, upon within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such LenderLender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costcosts or such Taxes; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this subsection 1.16(a) for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrowers, in writing of the increased costs and of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the circumstance giving rise to such increased costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.
(b) If any Lender or L/C Issuer shall have determined that that:
(i) the introduction of any Capital Adequacy Regulation, ;
(ii) any change in any Capital Adequacy Regulation, ;
(iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or ; or
(iv) compliance by such Lender or L/C Issuer (or its Lending OfficeOffice or branch) or any corporation entity controlling such the Lender or L/C Issuer, with any Capital Adequacy Regulation Regulation; affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or L/C Issuer or any corporation entity controlling such Lender or L/C Issuer and (taking into consideration such Lender’s or such corporation’s entities’ policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital or liquidity is increased as a consequence of its CommitmentCommitment(s), Loans loans, credits or obligations under this Agreement, then, upon within thirty (30) days of demand of such Lender or L/C Issuer (with a copy to the Borrower through the Administrative Agent), the Borrower Borrowers shall pay to such LenderLender or L/C Issuer, from time to time as specified by such LenderLender or L/C Issuer, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase.
(c) Notwithstanding ; provided, that the foregoing provisions of this Section 4.03, if Borrowers shall not be required to compensate any Lender fails to notify the Borrower of any event or circumstance which will entitle such Lender to compensation L/C Issuer pursuant to this Section 4.03 within 60 days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be entitled to compensation from the Borrower subsection 1.16(b) for any amount arising amounts incurred more than 180 days prior to the date which is 60 days before the date on which that such Lender or L/C Issuer notifies the Borrower Borrowers, in writing of the amounts and of such event Lender’s or circumstance (except thatL/C Issuer’s intention to claim compensation thereof; provided, further, that if the event or circumstance giving rise to such compensation increase is retroactive, then the 60180-day period referred to above shall be extended to include the period of retroactive effect thereof.
(c) Notwithstanding anything to the contrary herein, (i) the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith (whether or not having the force of law) and (ii) all requests, rules, regulations, guidelines, interpretations or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities (whether or not having the force of law), in each case pursuant to Basel III, shall in each case be deemed to be a Requirement of Law under subsection (a) above and/or a change in a Capital Adequacy Regulation under subsection (b) above, as applicable, regardless of the date enacted, adopted, issued, promulgated or implemented.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Lender determines or LC Issuer shall determine that, due to either (i) the introduction of of, or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in in, or in the interpretation of, any Requirement of any law or regulation Law or (ii) the compliance by such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the case of either clause (i) or (ii) subsequent to the date hereof, (x) there shall be any increase in the cost to such Lender of agreeing to make or making, funding, converting to, continuing or maintaining any Eurodollar Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate or participating in any Letter of Credit, or, in the case of any Issuing Lender, any increase in the cost to such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or LC Issuer of agreeing to make or making, funding or maintaining any unpaid drawing under Loans or of issuing or maintaining any Letter of CreditCredit or (y) such Lender or LC Issuer shall be subject to any Taxes (other than (A) Indemnified Taxes and (B) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then the Borrower Borrowers shall be liable for, and shall from time to time, upon within thirty (30) days of demand therefor by such Lender or LC Issuer (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such LenderLender or LC Issuer, as applicable, additional amounts as are sufficient to compensate such Lender or LC Issuer, as applicable for such increased costcosts or such Taxes; provided, that Borrowers shall not be required to compensate any Lender or LC Issuer pursuant to this Section 3.10(a) for any increased costs or Taxes incurred more than 180 days prior to the date that such Lender or LC Issuer notifies the Borrowing Representative, in writing of the increased costs and of such Lender’s or LC Issuer’s intention to claim compensation thereof; provided, further, that if the circumstance giving rise to such increased costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.
(b) If any Lender or LC Issuer shall have determined that that:
(i) the introduction of any Capital Adequacy Regulation, ;
(ii) any change in any Capital Adequacy Regulation, ;
(iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or ; or
(iv) compliance by such Lender (or its Lending Office) LC Issuer or any corporation entity controlling such Lender or LC Issuer, with any Capital Adequacy Regulation Regulation; affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or LC Issuer or any corporation entity controlling such Lender or LC Issuer and (taking into consideration such Lender’s or such corporation’s entities’ policies with respect to capital adequacy and such Lender’s or LC Issuer’s desired return on capital) determines that the amount of such capital or liquidity is increased as a consequence of its Commitmentloans, Loans credits or obligations under this Agreement, then, upon within thirty (30) days of demand of such Lender or LC Issuer (with a copy to the Borrower through the Administrative Agent), the Borrower Borrowers shall pay to such LenderLender or LC Issuer, as applicable, from time to time as specified by such LenderLender or LC Issuer, additional amounts sufficient to compensate such Lender or LC Issuer (or the entity controlling such Lender or LC Issuer) for such increase.
(c) Notwithstanding the foregoing provisions of this Section 4.03; provided, if any Lender fails that Borrowers shall not be required to notify the Borrower of any event or circumstance which will entitle compensate such Lender to compensation or LC Issuer pursuant to this Section 4.03 within 60 days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be entitled to compensation from the Borrower 3.10(b) for any amount arising amounts incurred more than 180 days prior to the date which is 60 days before the date on which that such Lender or LC Issuer notifies the Borrower Borrowing Representative, in writing of the amounts and of such event Lender’s or circumstance (except thatLC Issuer’s intention to claim compensation thereof; provided, further, that if the event or circumstance giving rise to such compensation increase is retroactive, then the 60180-day period referred to above shall be extended to include the period of retroactive effect thereof).
(c) Notwithstanding anything herein to the contrary, (i) the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States of America or foreign regulatory authorities, in each case in respect of this clause (ii) pursuant to Basel III, shall, in each case, be deemed to be a change in a Requirement of Law under this Section 3.10 and/or a change in Capital Adequacy Regulation under this Section 3.10, as applicable, regardless of the date enacted, adopted or issued.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Lender determines that, that due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in or in the interpretation of any law or regulation or (ii) the compliance by such that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding, converting to, continuing or maintaining any Eurodollar Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate or participating in any Letter of Credit, or, in the case of any Issuing Lender, any increase in the cost to such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditLIBOR Rate Revolving Loans, then the Borrower Borrowers shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costcosts; provided that the Borrowers shall not be required to compensate a Lender pursuant to this Section 4.3(a) for any such increased cost in respect of a period occurring more than one hundred eighty (180) days prior to the date that such Lender notifies LS&Co of such Lender’s intention to claim compensation therefor unless the circumstances giving rise to such increased cost became applicable retroactively, in which case no such time limitation shall apply so long as such Lender requests compensation within 180 days from the date such circumstances become applicable.
(b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by such Lender (or its Lending Office) or any corporation or other entity controlling such Lender with any Capital Adequacy Regulation Regulation, affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and (taking into consideration such Lender’s or such corporation’s or other entity’s policies with respect to capital adequacy and such Lender’s desired return on capital) determines that the amount of such capital or liquidity is increased as a consequence of its CommitmentCommitments, Loans loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Borrower LS&Co through the Administrative Agent, the Borrower Borrowers shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such increase.
(c) Notwithstanding ; provided that the foregoing provisions of this Section 4.03, if any Borrowers shall not be required to compensate a Lender fails to notify the Borrower of any event or circumstance which will entitle such Lender to compensation pursuant to this Section 4.03 within 60 days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be entitled to compensation from the Borrower 4.3(b) for any amount arising such increase in respect of a period occurring more than one hundred eighty (180) days prior to the date which is 60 days before the date on which that such Lender notifies the Borrower LS&Co of such event or circumstance (except that, if Lender’s intention to claim compensation therefor unless the event or circumstance circumstances giving rise to such increase became applicable retroactively, in which case no such time limitation shall apply so long as such Lender requests compensation is retroactive, then within 180 days from the 60-day period referred to above shall be extended to include the period of retroactive effect thereof)date such circumstances become applicable.
Appears in 1 contract
Sources: Credit Agreement (Levi Strauss & Co)
Increased Costs and Reduction of Return. (a) If any Lender determines that, that due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in or in the interpretation of any law or regulation or (ii) the compliance by such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding, converting to, continuing or maintaining any Eurodollar LIBOR Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate or participating in any Letter of Credit, or, in the case of any Issuing Lender, any increase in the cost to such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditRevolving Loans, then the Borrower Borrowers shall be liable for, and shall from time to time, upon within fifteen (15) days of written demand therefor (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costcosts.
(b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by such Lender (or its Lending Office) or any corporation or other entity controlling such Lender with any Capital Adequacy Regulation Regulation, affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and (taking into consideration such Lender’s 's or such corporation’s 's or other entity's policies with respect to capital adequacy and such Lender’s 's desired return on capital) determines that the amount of such capital or liquidity is increased as a consequence of its Commitment, Loans loans, credits, or obligations under this Agreement, then, upon within fifteen (15) days of written demand of therefor by such Lender to the Borrower Borrowers through the Administrative Agent, the Borrower Borrowers shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such increase.
(c) Notwithstanding the foregoing provisions of this Section 4.03, if any Lender fails to notify the Borrower of any event or circumstance which will entitle such Lender to compensation pursuant to this Section 4.03 within 60 days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be entitled to compensation from the Borrower for any amount arising prior to the date which is 60 days before the date on which such Lender notifies the Borrower of such event or circumstance (except that, if the event or circumstance giving rise to such compensation is retroactive, then the 60-day period referred to above shall be extended to include the period of retroactive effect thereof).
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Lender reasonably determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Offshore Rate) after the date hereof in or in the interpretation of any law or regulation or (ii) compliance by such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law)) adopted, issued or delivered after the date hereof, there shall be any increase in the cost to such Lender (excluding any Taxes, Other Taxes, Further Taxes or taxes imposed on or measured by the net income of such Lender) of agreeing to make or making, funding, converting to, continuing funding or maintaining any Eurodollar Offshore Rate Committed Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate or participating in any Letter of Credit, or, in the case of any an Issuing Lender, any increase in the cost to such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Borrower Company shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased cost.
(b) If any Lender shall have reasonably determined that (i) the introduction after the date hereof of any Capital Adequacy Regulation, (ii) any change after the date hereof in any Capital Adequacy Regulation, (iii) any change after the date hereof in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by such Lender (or its Lending Office) or any corporation controlling such Lender with any Capital Adequacy Regulation (excluding any Capital Adequacy Regulation as in effect on the date hereof) affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation controlling such Lender and (taking into consideration such Lender’s 's or such corporation’s 's policies with respect to capital adequacy and such Lender’s 's desired return on capital) reasonably determines that the amount of such capital or liquidity is increased as a consequence of its Commitment, Loans or obligations under this Agreement, then, upon demand of such Lender to the Borrower Company through the Administrative Agent, the Borrower Company shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such increase.
(c) Notwithstanding the foregoing provisions of this Section 4.03SECTION 4.3, if any Lender fails to notify the Borrower Company of any event or circumstance which will entitle such Lender to compensation pursuant to this Section 4.03 SECTION 4.3 within 60 days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be entitled to compensation from the Borrower Company for any amount arising prior to the date which is 60 days before the date on which such Lender notifies the Borrower Company of such event or circumstance (except that, if the event or circumstance giving rise to such compensation is retroactive, then the 60-day period referred to above shall be extended to include the period of retroactive effect thereof)circumstance.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Lender determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in or in the interpretation of any law or regulation or (ii) the compliance by such that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law)) after the Prior Effective Date, there shall be any increase in the cost to such Lender of agreeing to make or making, funding, converting to, continuing funding or maintaining any Eurodollar Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate or participating in any Letter of Credit, or, in the case of any Issuing Lender, any increase in the cost to such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditLoans, then the Borrower Company shall be liable for, and shall from time to time, promptly upon written demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costcosts.
(b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by such the Lender (or its Lending Office) or any corporation controlling such the Lender with any Capital Adequacy Regulation Regulation, in each case after the Prior Effective Date, affects or would affect the amount of capital or liquidity required or expected to be maintained by such the Lender or any corporation controlling such the Lender and (taking into consideration such Lender’s 's or such corporation’s 's policies with respect to capital adequacy and such Lender’s 's desired return on capital) determines that the amount of such capital or liquidity is increased as a consequence of its Commitment, Loans loans, credits or obligations under this Agreement, then, upon thirty (30) days after written demand of by such Lender to the Borrower Company through the Administrative Agent, the Borrower Company shall pay to such the Lender, from time to time as specified by such the Lender, additional amounts sufficient to compensate such the Lender for such increase; provided that the Company shall not be required to compensate a Lender for any such increases in capital for any period more than 120 days prior to the date such Lender delivers such demand.
(c) Notwithstanding Section 3.01 and not this Section 3.03 shall be the foregoing provisions only Section of this Section 4.03Agreement that applies to increased costs with respect to Taxes, if any Lender fails to notify the Borrower of any event or circumstance which will entitle such Lender to compensation pursuant to this Section 4.03 within 60 days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be entitled to compensation from the Borrower for any amount arising prior to the date which is 60 days before the date on which such Lender notifies the Borrower of such event or circumstance (except that, if the event or circumstance giving rise to such compensation is retroactive, then the 60-day period referred to above shall be extended to include the period of retroactive effect thereof)Further Taxes and Other Taxes.
Appears in 1 contract
Sources: Credit Agreement (Conseco Inc)
Increased Costs and Reduction of Return. (a) If any Commercial Bank Lender determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included described in Section 4.9 and other than a change in income tax rates or the calculation manner of the Eurodollar Ratecomputing income taxes of any Commercial Bank Lender) in or in the interpretation of any law or regulation or (ii) the compliance by such that Commercial Bank Lender with any guideline imposed or request from made by any central bank or other Governmental Authority after the date hereof (whether or not having the force of law), there shall be any increase in the cost to such Commercial Bank Lender of agreeing to make or making, funding, converting to, continuing or maintaining any Eurodollar Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate or participating in any Letter of Credit, or, in the case of any Issuing Lender, any increase in the cost to such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditBorrowings, then the if such Commercial Bank Lender generally is assessing such amounts to its borrowers that are similarly situated as Borrower, Borrower shall be liable for, and shall from time to time, upon demand five (5) days prior notice and receipt of a certificate described in Section 4.10 (with a copy of such demand notice and certificate to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Commercial Bank Lender, additional amounts as are sufficient to compensate such Commercial Bank Lender for such increased costcosts.
(b) If any Commercial Bank Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by such Commercial Bank Lender (or its Lending Office) or any corporation controlling such Commercial Bank Lender with any Capital Adequacy Regulation described in clauses (i) through (iii) above, affects or would affect the amount of capital or liquidity required or expected to be maintained by such Commercial Bank Lender or any corporation controlling such Commercial Bank Lender and (taking into consideration such Commercial Bank Lender’s or such corporation’s policies with respect to capital adequacy and such Commercial Bank Lender’s desired return on capital) determines that the amount of such capital or liquidity is increased as a consequence of its Commitment, Term Loans or obligations under this Agreement, then, upon demand five (5) days prior notice (accompanied by a certificate described in Section 4.10) of such Commercial Bank Lender to the Borrower through the Administrative Agent, the if such Commercial Bank Lender generally is assessing such amounts to its borrowers that are similarly situated as Borrower, Borrower shall pay to such Commercial Bank Lender, from time to time as specified by such Commercial Bank Lender, additional amounts sufficient to compensate such Commercial Bank Lender for such increase.
(c) Notwithstanding the foregoing provisions of Before giving any notice under this Section 4.034.6, the affected Commercial Bank Lender shall designate a different Lending Office if any Lender fails to notify such designation will avoid the Borrower of any event need for giving such notice or circumstance which making such demand and will entitle such Lender to compensation pursuant to this Section 4.03 within 60 days after such Lender obtains knowledge not, in the judgment of such event Commercial Bank Lender, be illegal or circumstance, then such Lender shall not be entitled to compensation from the Borrower for any amount arising prior to the date which is 60 days before the date on which such Lender notifies the Borrower of such event or circumstance (except that, if the event or circumstance giving rise otherwise disadvantageous to such compensation is retroactive, then the 60-day period referred to above shall be extended to include the period of retroactive effect thereof)Commercial Bank Lender.
Appears in 1 contract
Sources: Term Loan B Credit Agreement (Standard Pacific Corp /De/)
Increased Costs and Reduction of Return. (a) If any Lender determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in or in the interpretation of any law or regulation or (ii) the compliance by such that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding, converting to, continuing or maintaining any Eurodollar Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate or participating in any Letter of Credit, or, in the case of any Issuing Lender, any increase in the cost to such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditLIBOR Rate Loans, then the Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. If the Borrower is required to pay additional amounts to any Lender pursuant to this Section 5.3(a) that increase the effective lending rate of such Lender with respect to its share of the Loans to greater than 25 basis points in excess of the effective lending rate of the other Lenders, then such Lender shall use reasonable efforts (consistent with legal and regulatory restrictions) to change the jurisdiction of its lending office with respect to making LIBOR Rate Loans so as to eliminate any such additional payment by the Borrower which may thereafter accrue, if such change in the judgment of such Lender is not otherwise disadvantageous to such Lender. In the event that any one or more Lenders, pursuant to this Section 5.3(a) , incur any increased costs (other than increased costs to the extent such increased costs are not a recurring cost) for which any such Lender demands compensation pursuant to this Section 5.3(a) which increases the effective lending rate of such Lender with respect to its share of the Loans to greater than 25 basis points in excess of the effective lending rate of the other Lenders and such Lender has not mitigated such costs within 60 days after receipt by such Lender from the Borrower of a written notice that such Lender's effective lending rate has so exceeded the effective lending rate of the other Lenders, then and in any such event, the Borrower may substitute another financial institution for such Lender which is reasonably acceptable to the Agent to assume the Commitment of such Lender and to purchase the Loans of such Lender hereunder, without recourse to or warranty by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of the Loans owing to such Lender plus any accrued but unpaid interest on such Loans and accrued but unpaid fees and other amounts in respect of that Lender's Commitment and share of the Loans (other than any prepayment penalty or other premium; it being agreed that amounts payable under Section 5.4 are not prepayment penalties or other premiums). Upon such purchase such Lender shall no longer be a party hereto or have any rights or benefits hereunder (except for rights or benefits that such Lender would retain hereunder and under the other Loan Documents upon payment in full of all of the Obligations) and the replacement Lender shall succeed to the rights and benefits, and shall assume the obligations, of such Lender hereunder and thereunder. The Agent and the Lenders shall cooperate with the Borrower to amend the Loan Documents to reflect such substitution. In no event may the Borrower replace a Lender which is also an issuer of a Letter of Credit or Credit Support or whose Affiliate has issued a Letter of Credit or Credit Support unless (x) all Letters of Credit and Credit Support issued by such Lender and its Affiliates have expired or have been terminated or canceled and such Lender and/or Affiliate, as the case may be, shall have been reimbursed for all payments made by it under the Letters of Credit and Credit Support issued by it or (y) such Lender and/or Affiliate, as the case may be, shall have been indemnified in a manner satisfactory to it for any outstanding Letters of Credit and Credit Support issued by it and other obligations, absolute or contingent, with respect to Letters of Credit and Credit Support issued by it.
(b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by such the Lender (or its Lending Office) or any corporation or other entity controlling such the Lender with any Capital Adequacy Regulation Regulation, affects or would affect the amount of capital or liquidity required or expected to be maintained by such the Lender or any corporation or other entity controlling such the Lender and (taking into consideration such Lender’s 's or such corporation’s 's or other entity's policies with respect to capital adequacy and such Lender’s 's desired return on capital) determines that the amount of such capital or liquidity is increased as a consequence of its Commitment, Loans loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Borrower through the Administrative Agent, the Borrower shall pay to such the Lender, from time to time as specified by such the Lender, additional amounts sufficient to compensate such the Lender for such increase.
(c) Notwithstanding the foregoing provisions of this Section 4.03, if any Lender fails to notify the Borrower of any event or circumstance which will entitle such Lender to compensation pursuant to this Section 4.03 within 60 days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be entitled to compensation from the Borrower for any amount arising prior to the date which is 60 days before the date on which such Lender notifies the Borrower of such event or circumstance (except that, if the event or circumstance giving rise to such compensation is retroactive, then the 60-day period referred to above shall be extended to include the period of retroactive effect thereof).
Appears in 1 contract
Sources: Loan and Security Agreement (Sweetheart Holdings Inc \De\)
Increased Costs and Reduction of Return. (a) If any the Lender determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in or in the interpretation of any law or regulation after the date hereof or (ii) the compliance by such the Lender with any guideline or request from any central bank or other Governmental Public Authority (whether or not having the force of law)) after the date hereof, there shall be any increase in the cost to such the Lender of agreeing to make or making, funding, converting to, continuing or maintaining any Eurodollar Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate or participating in any Letter of Credit, or, in the case of any Issuing Lender, any increase in the cost to such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditLIBOR Revolving Loans, then the Borrower shall be liable for, and shall from time to time, upon demand (with a copy within 15 days of such demand to be sent to the Administrative Agent)written demand, pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such the Lender for such increased costcosts.
(b) If any the Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Public Authority charged with the interpretation or administration thereofthereof (in the case of items (i) through (iii), after the Closing Date), or (iv) compliance by such the Lender (or its Lending Office) or any corporation controlling such the Lender with any Capital Adequacy Regulation Regulation, affects or would affect the amount of capital capital, reserves, or liquidity special deposits required or expected to be maintained by such the Lender or any corporation controlling such the Lender and (taking into consideration such Lender’s 's or such corporation’s 's policies with respect to capital adequacy and such Lender’s 's desired return on capital) determines that the amount of such capital capital, reserves, or liquidity special deposits is increased as a consequence of its Commitmentloans, Loans credits or obligations under this Agreement, then, upon within 15 days after written demand of such the Lender to the Borrower through the Administrative AgentBorrower, the Borrower shall pay to such the Lender, from time to time as specified by such the Lender, additional amounts sufficient to compensate such the Lender for such increase.
(c) . Notwithstanding the foregoing foregoing, all such amounts shall be subject to the provisions of this Section 4.03, if any Lender fails to notify the Borrower of any event or circumstance which will entitle such Lender to compensation pursuant to this Section 4.03 within 60 days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be entitled to compensation from the Borrower for any amount arising prior to the date which is 60 days before the date on which such Lender notifies the Borrower of such event or circumstance (except that, if the event or circumstance giving rise to such compensation is retroactive, then the 60-day period referred to above shall be extended to include the period of retroactive effect thereof)SECTION 3.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Applicable Lender determines of a Company shall determine that, due to either (i) the introduction after the Closing Date of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in or in the interpretation of any law or regulation or (ii) the compliance by such Lender with any guideline or request from issued after the Closing Date by any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost other than a cost relating to Taxes to such Lender of agreeing to make or making, funding, converting to, continuing or maintaining any Eurodollar Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate or participating in any Letter of Credit, or, in the case of any Issuing Lender, any increase in the cost to such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under Offshore Rate Loans or BA Rate Loans (other than any Letter of Creditincrease included in any applicable Eurodollar Reserve Percentage), then the Borrower such Company shall be liable for, and shall from time to time, upon demand therefor by such Lender (with a copy of such demand to be sent to the Administrative AgentApplicable Agent of such Company), pay to the Administrative such Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costcosts.
(b) If any Applicable Lender of a Company shall have determined that (i) the introduction after the Closing Date of any Capital Adequacy Regulation, (ii) any change after the Closing Date in any Capital Adequacy Regulation, (iii) any change after the Closing Date in the interpretation or administration Administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by such Lender (or its Lending Office) or any corporation controlling such Lender Lender, with any Capital Adequacy Regulation issued after the Closing Date; affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation controlling such Lender and (taking into consideration such Lender’s 's or such corporation’s 's policies with respect to capital adequacy and such Lender’s desired return on capitaladequacy) determines that the amount of such required capital or liquidity is increased as a consequence of its CommitmentCommitments, Loans loans, credits or obligations under this Agreement, then, upon demand of such Lender (with a copy to the Borrower through the Administrative AgentApplicable Agent of such Company), the Borrower such Company shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such increase.
(c) Notwithstanding the foregoing provisions If a Company would be required to pay additional amounts to any of this Section 4.03, if any Lender fails to notify the Borrower of any event or circumstance which will entitle such Lender to compensation its Applicable Lenders pursuant to this Section 4.03 within 60 days after subsection 3.03, then each such Lender obtains knowledge and the Applicable Agent of such event or circumstance, then Company shall use its reasonable best efforts (consistent with legal and regulatory restrictions) to change the jurisdiction of its Lending Office so as to eliminate my such Lender shall not be entitled to compensation from the Borrower for any amount arising prior to the date which is 60 days before the date on which such Lender notifies the Borrower of such event or circumstance (except that, if the event or circumstance giving rise to such compensation is retroactive, then the 60-day period referred to above shall be extended to include the period of retroactive effect thereof).additional
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Lender determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in or in the interpretation of any law or regulation after the date hereof or (ii) the compliance by such that Lender with any guideline or request from any central bank or other Governmental Authority after the date hereof (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding, converting to, continuing or maintaining any Eurodollar Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate or participating in any Letter of Credit, or, in the case of any Issuing Lender, any increase in the cost to such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditOffshore Rate Loans, then the Borrower shall be liable for, and shall from time to time, upon within 10 days after demand (with a copy of such demand to be sent to the Administrative Post-Petition Agent), pay to the Administrative Post-Petition Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costcosts.
(b) If any Lender shall have determined that (i) the introduction after the date hereof of any Capital Adequacy Regulation, (ii) any change after the date hereof in any Capital Adequacy Regulation, (iii) any change after the Effective Date in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by such Lender (or its Lending Office) or any corporation controlling such the Lender with any Capital Adequacy Regulation adopted after the Effective Date, affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation controlling such Lender and (taking into consideration such Lender’s 's or such corporation’s 's policies with respect to capital adequacy and such Lender’s 's desired return on capital) determines that the amount of such capital or liquidity is increased as a consequence of its Commitment, Loans loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Borrower through the Administrative Post-Petition Agent, the Borrower shall pay to such the Lender, from time to time as specified by such the Lender, additional amounts sufficient to compensate such the Lender for such increase.
(c) Notwithstanding the foregoing provisions of this Section 4.03, if any Lender fails to notify the Borrower of any event or circumstance which will entitle such Lender to compensation pursuant to this Section 4.03 within 60 days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be entitled to compensation from the Borrower for any amount arising prior to the date which is 60 days before the date on which such Lender notifies the Borrower of such event or circumstance (except that, if the event or circumstance giving rise to such compensation is retroactive, then the 60-day period referred to above shall be extended to include the period of retroactive effect thereof).
Appears in 1 contract
Sources: Post Petition Multicurrency Superpriority Credit Agreement (Apw LTD)
Increased Costs and Reduction of Return. (a) If any Lender determines or L/C Issuer shall determine that, due to either (i) the introduction of of, or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in in, or in the interpretation of of, any law or regulation or (ii) the compliance by such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the case of either clause (i) or (ii) subsequent to the date hereof, there shall be any increase in the cost to such Lender of agreeing to make or making, funding, converting to, continuing or maintaining any Eurodollar Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate or participating in any Letter of Credit, or, in the case of any Issuing Lender, any increase in the cost to such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or L/C Issuer of agreeing to make or making, funding or maintaining any unpaid drawing under LIBOR Rate Loans or of issuing or maintaining any Letter of Credit, then the Borrower shall be liable for, and shall from time to time, upon within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such LenderLender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costcosts; provided, that the Borrower shall not be required to compensate any Lender or L/C Issuer pursuant to this subsection 10.3(a) for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower, in writing of the increased costs and of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the circumstance giving rise to such increased costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.
(b) If any Lender or L/C Issuer shall have determined that that:
(i) the introduction of any Capital Adequacy Regulation, ;
(ii) any change in any Capital Adequacy Regulation, ;
(iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or ; or
(iv) compliance by such Lender or L/C Issuer (or its Lending Office) or any corporation entity controlling such the Lender or L/C Issuer, with any Capital Adequacy Regulation Regulation; affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or L/C Issuer or any corporation entity controlling such Lender or L/C Issuer and (taking into consideration such Lender’s or such corporation’s entities’ policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital or liquidity is increased as a consequence of its CommitmentRevolving Loan Commitment(s), Loans loans, credits or obligations under this Agreement, then, upon within thirty (30) days of demand of such Lender or L/C Issuer (with a copy to the Borrower through the Administrative Agent), the Borrower shall pay to such LenderLender or L/C Issuer, from time to time as specified by such LenderLender or L/C Issuer, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase.
(c) Notwithstanding ; provided, that the foregoing provisions of this Section 4.03, if Borrower shall not be required to compensate any Lender fails to notify the Borrower of any event or circumstance which will entitle such Lender to compensation L/C Issuer pursuant to this Section 4.03 within 60 days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be entitled to compensation from the Borrower subsection 10.3(b) for any amount arising amounts incurred more than 180 days prior to the date which is 60 days before the date on which that such Lender or L/C Issuer notifies the Borrower Borrower, in writing of the amounts and of such event Lender’s or circumstance (except thatL/C Issuer’s intention to claim compensation thereof; provided, further, that if the event or circumstance giving rise to such compensation increase is retroactive, then the 60180-day period referred to above shall be extended to include the period of retroactive effect thereof).
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Lender determines or L/C Issuer shall determine that, due to either (i) the introduction of of, or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in in, or in the interpretation of of, any law or regulation or (ii) the compliance by such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the case of either clause (i) or (ii) subsequent to the date hereof, there shall be any increase in the cost to such Lender of agreeing to make or making, funding, converting to, continuing or maintaining any Eurodollar Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate or participating in any Letter of Credit, or, in the case of any Issuing Lender, any increase in the cost to such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or L/C Issuer of agreeing to make or making, funding or maintaining any unpaid drawing under LIBOR Rate Loans or of issuing or maintain any Letter of Credit, then the Borrower Borrowers shall be liable for, and shall from time to time, upon within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such LenderLender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costcosts; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section 10.3 for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the increased costs and of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the circumstance giving rise to such increased costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.
(b) If any Lender or L/C Issuer shall have determined that that:
(i) the introduction of any Capital Adequacy Regulation, ;
(ii) any change in any Capital Adequacy Regulation, ;
(iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or ; or
(iv) compliance by such Lender or L/C Issuer (or its Lending Office) or any corporation entity controlling such the Lender or L/C Issuer, with any Capital Adequacy Regulation Regulation; affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or L/C Issuer or any corporation entity controlling such Lender or L/C Issuer and (taking into consideration such Lender’s or such corporation’s entities’ policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital or liquidity is increased as a consequence of its CommitmentCommitment(s), Loans loans, credits or obligations under this Agreement, then, upon within thirty (30) days of demand of such Lender or L/C Issuer (with a copy to the Borrower through the Administrative Agent), the Borrower Borrowers shall pay to such LenderLender or L/C Issuer, from time to time as specified by such LenderLender or L/C Issuer, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase.
(c) Notwithstanding ; provided, that the foregoing provisions of this Section 4.03, if Borrowers shall not be required to compensate any Lender fails to notify the Borrower of any event or circumstance which will entitle such Lender to compensation L/C Issuer pursuant to this Section 4.03 within 60 days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be entitled to compensation from the Borrower 10.3 for any amount arising amounts incurred more than 180 days prior to the date which is 60 days before the date on which that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the amounts and of such event Lender’s or circumstance (except thatL/C Issuer’s intention to claim compensation thereof; provided, further, that if the event or circumstance giving rise to such compensation increase is retroactive, then the 60180-day period referred to above shall be extended to include the period of retroactive effect thereof).
(c) Notwithstanding anything herein to the contrary, (i) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case in respect of this clause (ii) pursuant to Basel III, shall, in each case, be deemed to be a change in a Requirement of Law under Section 10.3(a) above and/or a change in Capital Adequacy Regulation under Section 10.3(b) above, as applicable, regardless of the date enacted, adopted or issued.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Lender Bank determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar RateOffshore Rate or in respect of the assessment rate payable by any Bank to the FDIC for insuring U.S. deposits) in or in the interpretation of any law or regulation or (ii) the compliance by such Lender that Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender Bank of agreeing to make or making, funding, converting to, continuing funding or maintaining any Eurodollar Offshore Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate Loans or participating in any Letter Letters of Credit, or, in the case of any an Issuing LenderBank, any increase in the cost to such Issuing Lender Bank of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Borrower shall be liable for, and shall from time to time, upon within 30 days of demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such LenderBank, additional amounts as are sufficient to compensate such Lender Bank for such increased costcosts, provided, however, that the Borrower shall not be required to pay any such amount to the extent that such amount is reflected in changes in the Base Rate, the Offshore Rate or other fees or charges of such Bank.
(b) If any Lender Bank shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by such Lender the Bank (or its Lending Office) or any corporation controlling such Lender the Bank with any Capital Adequacy Regulation Regulation, affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender the Bank or any corporation controlling such Lender the Bank and (taking into consideration such Lender’s Bank's or such corporation’s 's policies with respect to capital adequacy and such Lender’s Bank's desired return on capital) determines that the amount of such capital or liquidity is increased as a consequence of its Commitmentloans, Loans credits or obligations under this Agreement, then, upon within 30 days of demand of such Lender Bank to the Borrower through the Administrative Agent, the Borrower shall pay to such Lenderthe Bank, from time to time as specified by such Lenderthe Bank, additional amounts sufficient to compensate such Lender the Bank for such increase.
(c) Notwithstanding the foregoing provisions of this Section 4.03, if any Lender fails to notify provided, however, that the Borrower of any event or circumstance which will entitle such Lender to compensation pursuant to this Section 4.03 within 60 days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be entitled required to compensation from the Borrower for pay any such amount arising prior to the date which extent that such amount is 60 days before reflected in changes in the date on which such Lender notifies the Borrower of such event or circumstance (except that, if the event or circumstance giving rise to such compensation is retroactive, then the 60-day period referred to above shall be extended to include the period of retroactive effect thereof)Base Rate.
Appears in 1 contract
Sources: Credit Agreement (Atmos Energy Corp)
Increased Costs and Reduction of Return. (a) If after the date hereof any Lender reasonably determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar RateOffshore Rate pursuant to SUBSECTION 2.10(c)) in or in the interpretation of any law or regulation or (ii) the compliance by such that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding, converting to, continuing funding or maintaining any Eurodollar Offshore Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate or participating in any Letter of Credit, or, in the case of any the Issuing Lender, any increase in the cost to such the Issuing Lender lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Borrower Company shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costcosts.
(b) If after the date hereof any Lender shall have reasonably determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by such the Lender (or its Lending Office) or any corporation controlling such the Lender with any Capital Adequacy Regulation affects or would affect the amount of capital or liquidity required or expected to be maintained by such the Lender or any corporation controlling such the Lender and (taking into consideration such Lender’s 's or such corporation’s 's policies with respect to capital adequacy adequacy) and such Lender’s desired return on capital) Lender reasonably determines that the amount of such capital or liquidity is increased as a consequence of its Commitment, Loans Loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Borrower Company through the Administrative Agent, the Borrower Company shall pay to such the Lender, from time to time as specified by such the Lender, additional amounts sufficient to compensate such the Lender for such increase.
(c) Notwithstanding the foregoing provisions of this Section 4.03SECTION 4.3, if any Lender fails to notify the Borrower Company of any event or circumstance which will entitle such Lender to compensation pursuant to this Section 4.03 SECTION 4.3 within 60 days after such Lender obtains knowledge of such event or circumstancecircumstances, then such Lender shall not be entitled to compensation from the Borrower Company for any amount arising prior to the date which is 60 days before the date on which such Lender notifies the Borrower Company of such event or circumstance (except that, if the event or circumstance giving rise to such compensation is retroactive, then the 60-day period referred to above shall be extended to include the period of retroactive effect thereof)circumstance.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Lender determines or L/C Issuer shall determine that, due to either (i) the introduction of of, or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in in, or in the interpretation of, any Requirement of any law or regulation Law or (ii) the compliance by such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the case of either clause (i) or (ii) above subsequent to the date hereof, there shall be any increase in the cost to such Lender of agreeing to make or making, funding, converting to, continuing or maintaining any Eurodollar Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate or participating in any Letter of Credit, or, in the case of any Issuing Lender, any increase in the cost to such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or L/C Issuer of agreeing to make or making, funding or maintaining any unpaid drawing under LIBOR Rate Loans or of issuing or maintaining any Letter of Credit, then the Borrower shall be liable for, and shall from time to time, upon within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such LenderLender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costcosts; provided, that the Borrower shall not be required to compensate any Lender or L/C Issuer pursuant to this Section 10.3(a) for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower, in writing of the increased costs and of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the circumstance giving rise to such increased costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.
(b) If any Lender or L/C Issuer shall have determined that that:
(i) the introduction of any Capital Adequacy Regulation, ;
(ii) any change in any Capital Adequacy Regulation, ;
(iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or ; or
(iv) compliance by such Lender or L/C Issuer (or its Lending Office) or any corporation entity controlling such Lender or L/C Issuer, with any Capital Adequacy Regulation Regulation; affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or L/C Issuer or any corporation entity controlling such Lender or L/C Issuer and (taking into consideration such Lender’s or such corporation’s entities’ policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital or liquidity is increased as a consequence of its CommitmentCommitment(s), Loans loans, credits or obligations under this Agreement, then, upon within thirty (30) days of demand of such Lender or L/C Issuer (with a copy to the Borrower through the Administrative Agent), the Borrower shall pay to such LenderLender or L/C Issuer, from time to time as specified by such LenderLender or L/C Issuer, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase.
(c) Notwithstanding ; provided, that the foregoing provisions of this Section 4.03, if Borrower shall not be required to compensate any Lender fails to notify the Borrower of any event or circumstance which will entitle such Lender to compensation L/C Issuer pursuant to this Section 4.03 within 60 days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be entitled to compensation from the Borrower 10.3(b) for any amount arising amounts incurred more than 180 days prior to the date which is 60 days before the date on which that such Lender or L/C Issuer notifies the Borrower Borrower, in writing of the amounts and of such event Lender’s or circumstance (except thatL/C Issuer’s intention to claim compensation thereof; provided, further, that if the event or circumstance giving rise to such compensation increase is retroactive, then the 60180-day period referred to above shall be extended to include the period of retroactive effect thereof).
(c) Notwithstanding anything herein to the contrary, (i) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision or any successor or similar authority shall, in each case, be deemed to be a change in
a Requirement of Law under Section 10.3(a) and/or a change in a Capital Adequacy Regulation under Section 10.3(b) above, as applicable, regardless of the date enacted, adopted or issued.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Lender determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in or in the interpretation of any law or regulation after the date hereof or (ii) the compliance by such that Lender with any guideline or request from any central bank or other Governmental Authority after the date hereof (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding, converting to, continuing or maintaining any Eurodollar Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate or participating in any Letter of Credit, or, in the case of any Issuing Lender, any increase in the cost to such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditOffshore Rate Loans, then the Borrower shall be liable for, and shall from time to time, upon within 10 days after demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costcosts.
(b) If any Lender shall have determined that (i) the introduction after the date hereof of any Capital Adequacy Regulation, (ii) any change after the date hereof in any Capital Adequacy Regulation, (iii) any change after the Effective Date in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by such Lender (or its Lending Office) or any corporation controlling such the Lender with any Capital Adequacy Regulation adopted after the Effective Date, affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation controlling such Lender and (taking into consideration such Lender’s 's or such corporation’s 's policies with respect to capital adequacy and such Lender’s 's desired return on capital) determines that the amount of such capital or liquidity is increased as a consequence of its Commitmentloans, Loans credits or obligations under this Agreement, then, upon demand of such Lender to the Borrower through the Administrative Agent, the Borrower shall pay to such the Lender, from time to time as specified by such the Lender, additional amounts sufficient to compensate such the Lender for such increase.
(c) Notwithstanding the foregoing provisions of this Section 4.03, if any Lender fails to notify the Borrower of any event or circumstance which will entitle such Lender to compensation pursuant to this Section 4.03 within 60 days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be entitled to compensation from the Borrower for any amount arising prior to the date which is 60 days before the date on which such Lender notifies the Borrower of such event or circumstance (except that, if the event or circumstance giving rise to such compensation is retroactive, then the 60-day period referred to above shall be extended to include the period of retroactive effect thereof).
Appears in 1 contract
Sources: Term Loan Agreement (Apw LTD)
Increased Costs and Reduction of Return. (a) If the Fronting Bank or any Lender determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in or in the interpretation of - any law or regulation regulation, in each case after the date hereof, or (ii) the -- compliance by such the Fronting Bank or that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law)) after the date hereof, there shall be any increase in the cost to the Fronting Bank or such Lender of agreeing to make or making, funding, converting to, continuing or maintaining any Eurodollar Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate or participating in any Letter of Credit, or, in the case of any Issuing Lender, any increase in the cost to such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditCredit Extensions, then the Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of the Fronting Bank or such Lender, additional amounts as are sufficient to compensate the Fronting Bank or such Lender for such increased costcosts; provided -------- that, to the extent such increased costs are not specifically related to the Obligations, the Fronting Bank or such Lender is charging such amounts to its customers on a non-discriminatory basis, provided, further, that the -------- ------- Borrower shall not be obligated to pay any additional amounts which were incurred by the Fronting Bank or such Lender more than 90 days prior to the date of such request.
(b) If the Fronting Bank or any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in - -- any Capital Adequacy Regulation, (iii) any change in the interpretation or --- administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Fronting Bank or such Lender (or its Lending -- Office) or any corporation controlling the Fronting Bank or such Lender with any Capital Adequacy Regulation Regulation, in each case after the date hereof, affects or would affect the amount of capital or liquidity required or expected to be maintained by the Fronting Bank or such Lender or any corporation controlling the Fronting Bank or such Lender and (taking into consideration the Fronting Bank or such Lender’s 's or such corporation’s 's policies with respect to capital adequacy and the Fronting Bank or such Lender’s 's desired return on capital) determines that the amount of such capital or liquidity is increased or its rate of return is decreased as a consequence of its Commitment, Loans Credit Extensions, or obligations under this Agreement, then, upon demand of the Fronting Bank or such Lender to the Borrower through the Administrative Agent, the Borrower shall pay to the Fronting Bank or such Lender, from time to time as specified by the Fronting Bank or such Lender, additional amounts sufficient to compensate the Fronting Bank or such Lender for such increase.
(c) Notwithstanding ; provided that to the foregoing provisions of this Section 4.03extent such increased costs are not -------- specifically related to the Obligations, if any the Fronting Bank or such Lender fails is charging such amounts to notify its customers on a non-discriminatory basis, provided, -------- further, that the Borrower of any event or circumstance which will entitle such Lender to compensation pursuant to this Section 4.03 within 60 days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be entitled obligated to compensation from pay any additional amounts ------- which were incurred by the Borrower for any amount arising Fronting Bank or such Lender more than 90 days prior to the date which is 60 days before the date on which such Lender notifies the Borrower of such event or circumstance (except that, if the event or circumstance giving rise to such compensation is retroactive, then the 60-day period referred to above shall be extended to include the period of retroactive effect thereof)request.
Appears in 1 contract
Sources: Letter of Credit Reimbursement Agreement (Max Re Capital LTD)
Increased Costs and Reduction of Return. (a) If Without duplication of amounts that may be required to be paid pursuant to subsection 4.3(b) but subject to Section 4.7, if any Lender Bank determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in or in the interpretation of any law or regulation after the date hereof, or (ii) the compliance by such Lender that Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law)) promulgated or made after the date hereof, there shall be any increase in the cost to such Lender of agreeing to make or making, funding, converting to, continuing or maintaining any Eurodollar Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate or participating in any Letter of Credit, or, in the case of any Issuing Lender, any increase in the cost to such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or Bank of agreeing to make or making, funding or maintaining any unpaid drawing under Offshore Rate Loans or issuing or maintaining any Letter of Credit, then the Borrower Company shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such LenderBank, additional amounts as are sufficient to compensate such Lender Bank for such increased costcosts.
(b) If Subject to Section 4.7, if any Lender shall have determined Bank determines that (i) the introduction of any Capital Adequacy RegulationRegulation after the date hereof, (ii) any change in any Capital Adequacy Regulation, or (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, thereof affects or (iv) compliance would affect the amount of capital required or expected to be maintained by such Lender that Bank (or its any Lending Office) or any corporation controlling such Lender with any Capital Adequacy Regulation affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation controlling such Lender Bank and (taking into consideration such Lender’s Bank's or such corporation’s 's policies with respect to capital adequacy and such Lender’s Bank's desired return on capital) determines that the amount of such capital or liquidity is increased as a consequence of its CommitmentW/C Revolving, Loans Acquisition Revolving, L/C, or Swingline Commitments, loans, credits or obligations under this Agreement, then, upon demand of such Lender Bank to the Borrower Company through the Administrative Agent, the Borrower Company shall pay to such LenderBank, from time to time as specified by such LenderBank, additional amounts sufficient to compensate such Lender Bank for such increase.
(c) Notwithstanding the foregoing provisions of this Section 4.03, if any Lender fails to notify the Borrower of any event or circumstance which will entitle such Lender to compensation pursuant to this Section 4.03 within 60 days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be entitled to compensation from the Borrower for any amount arising prior to the date which is 60 days before the date on which such Lender notifies the Borrower of such event or circumstance (except that, if the event or circumstance giving rise to such compensation is retroactive, then the 60-day period referred to above shall be extended to include the period of retroactive effect thereof).
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Lender Bank determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Offshore Rate) in or in the interpretation of any law or regulation or (ii) the compliance by such Lender that Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in each case imposed, announced or made after the date hereof, there shall be any increase in the cost to such Lender Bank of agreeing to make or making, funding, converting to, continuing funding or maintaining any Eurodollar Offshore Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate Loans or participating in any Letter Letters of Credit, or, in the case of any the Issuing LenderBank, any increase in the cost to such the Issuing Lender Bank of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Borrower Company shall be liable for, and shall from time to time, upon within 30 days after demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such LenderBank, additional amounts as are sufficient to compensate such Lender Bank for such increased costcosts.
(b) If any Lender Bank shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by such Lender the Bank (or its Lending Office) or any corporation controlling such Lender the Bank with any Capital Adequacy Regulation Regulation, in each case imposed or announced after the date hereof, affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender the Bank or any corporation controlling such Lender the Bank and (taking into consideration such Lender’s Bank's or such corporation’s 's policies with respect to capital adequacy and such Lender’s Bank's desired return on capital) determines that the amount of such capital or liquidity is increased as a consequence of its Commitment, Loans loans, credits or obligations under this Agreement, then, upon demand of such Lender Bank to the Borrower Company through the Administrative Agent, the Borrower Company shall pay to such Lenderthe Bank, from time to time as specified by such Lenderthe Bank, additional amounts sufficient to compensate such Lender the Bank for such increase.
(c) Notwithstanding the foregoing provisions of this Section 4.03, if any Lender fails to notify the Borrower of any event or circumstance which will entitle such Lender to compensation pursuant to this Section 4.03 within 60 days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be entitled to compensation from the Borrower for any amount arising prior to the date which is 60 days before the date on which such Lender notifies the Borrower of such event or circumstance (except that, if the event or circumstance giving rise to such compensation is retroactive, then the 60-day period referred to above shall be extended to include the period of retroactive effect thereof).
Appears in 1 contract
Sources: Credit Agreement (Globalcenter Inc)
Increased Costs and Reduction of Return. (a) If any Lender determines or L/C Issuer shall determine that, due to either (i) the introduction of of, or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in in, or in the interpretation of, any Requirement of any law or regulation Law or (ii) the compliance by such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the case of either clause (i) or (ii) subsequent to the Original Closing Date, (x) there shall be any increase in the cost to such Lender of agreeing to make or making, funding, converting to, continuing or maintaining any Eurodollar Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate or participating in any Letter of Credit, or, in the case of any Issuing Lender, any increase in the cost to such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or L/C Issuer of agreeing to make or making, funding or maintaining any unpaid drawing under LIBOR Rate Loans or of Issuing or maintaining any Letter of CreditCredit (other than Taxes) or (y) the Lender or L/C Issuer shall be subject to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded 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, then the Borrower shall be liable for, and shall from time to time, upon within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such LenderLender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased cost.
(b) If costs or such Taxes; provided, that the Borrower shall not be required to compensate any Lender shall have determined or L/C Issuer pursuant to this Section 10.3(a) for any increased costs incurred more than 180 days prior to the date that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by such Lender (or its Lending Office) or any corporation controlling such Lender with any Capital Adequacy Regulation affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation controlling such Lender L/C Issuer notifies the Borrower, in writing of the increased costs and (taking into consideration of such Lender’s or such corporationL/C Issuer’s policies with respect intention to capital adequacy and such Lender’s desired return on capital) determines claim compensation thereof; provided, further, that the amount of such capital or liquidity is increased as a consequence of its Commitment, Loans or obligations under this Agreement, then, upon demand of such Lender to the Borrower through the Administrative Agent, the Borrower shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such increase.
(c) Notwithstanding the foregoing provisions of this Section 4.03, if any Lender fails to notify the Borrower of any event or circumstance which will entitle such Lender to compensation pursuant to this Section 4.03 within 60 days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be entitled to compensation from the Borrower for any amount arising prior to the date which is 60 days before the date on which such Lender notifies the Borrower of such event or circumstance (except that, if the event or circumstance giving rise to such compensation increased costs is retroactive, then the 60180-day period referred to above shall be extended to include the period of retroactive effect thereof).
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Lender --------------------------------------- reasonably determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in or in the interpretation of any law or regulation or (ii) compliance by such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding, converting to, continuing funding or maintaining any Eurodollar Offshore Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate or participating in any Letter Letters of Credit, or, in the case of any the Issuing Lender, any increase in the cost to such the Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the related Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costcosts.
(b) If any Lender shall have reasonably determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by such Lender (or its Lending Office) or any corporation controlling such Lender with any Capital Adequacy Regulation Regulation, affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation controlling such Lender and (taking into consideration such Lender’s 's or such corporation’s 's policies with respect to capital adequacy and such Lender’s desired return on capitaladequacy) reasonably determines that the amount of such capital or liquidity is increased as a consequence of its Commitment, Loans loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Borrower Culligan through the Administrative Agent, the Borrower Culligan shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such increase.
(c) Notwithstanding Each Lender shall give prompt notice to Culligan upon the foregoing provisions relevant account officers of this Section 4.03, if any such Lender fails to notify becoming aware of the Borrower existence of any event or circumstance circumstances which will entitle give rise to a claim for compensation by such Lender to under Section 4.3(a) or (b). In determining the amount of compensation pursuant to this under -------------- --- Section 4.03 within 60 days after such 4.3(a) or (b), each Lender obtains knowledge of such event will act reasonably and in good faith and use -------------- --- averaging or circumstance, then such Lender shall attribution methods which are fair and reasonable and will not be entitled to compensation from the Borrower for demand any amount arising prior to the date which is 60 days before the date on which such Lender notifies the Borrower of such event or circumstance (except that, if the event or circumstance giving rise to such compensation unless it is retroactive, then generally demanding similar compensation (determined on substantially the 60-day period referred to above shall be extended to include the period of retroactive effect thereof)same basis) from other substantial corporate borrowers similarly situated.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Lender determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Offshore Rate) in or in the interpretation of any law or regulation made after the Second Restatement Date or (ii) the compliance by such that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding, converting to, continuing funding or maintaining any Eurodollar Offshore Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate Loans or participating in any Letter Letters of CreditCredit or Fronted Offshore Currency Loans, or, in the case of any Issuing Lenderthe Issuer, any increase in the cost to such Issuing Lender the Issuer of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the such Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costcosts.
(b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy RegulationRegulation made after the Second Restatement Date, (ii) any change in any Capital Adequacy RegulationRegulation made after the Second Restatement Date, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereofthereof made after the Second Restatement Date, or (iv) compliance by such the Lender (or its Lending Office) or any corporation controlling such the Lender with any Capital Adequacy Regulation Regulation, affects or would affect the amount of capital or liquidity required or expected to be maintained by such the Lender or any corporation controlling such the Lender and (taking into consideration such Lender’s 's or such corporation’s 's policies with respect to capital adequacy and such Lender’s 's desired return on capital) determines that the amount of such capital or liquidity is increased as a consequence of its Commitment, Loans loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Borrower Company through the Administrative Agent, the applicable Borrower shall pay to such the Lender, from time to time as specified by such the Lender, additional amounts sufficient to compensate such the Lender for such increase.
(c) Notwithstanding the foregoing provisions of this Section 4.03, if any Lender fails to notify the Borrower of any event or circumstance which will entitle such Lender to compensation pursuant to this Section 4.03 within 60 days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be entitled to compensation from the Borrower for any amount arising prior to the date which is 60 days before the date on which such Lender notifies the Borrower of such event or circumstance (except that, if the event or circumstance giving rise to such compensation is retroactive, then the 60-day period referred to above shall be extended to include the period of retroactive effect thereof).
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Lender determines or L/C Issuer shall determine that, due to either (i) the introduction of of, or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in in, or in the interpretation of, any Requirement of any law or regulation Law or (ii) the compliance by such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the case of either clause (i) or (ii) subsequent to the date hereof, there shall be any increase in the cost to such Lender of agreeing to make or making, funding, converting to, continuing or maintaining any Eurodollar Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate or participating in any Letter of Credit, or, in the case of any Issuing Lender, any increase in the cost to such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or L/C Issuer of agreeing to make or making, funding or maintaining any unpaid drawing under LIBOR Rate Loans or of issuing or maintaining any Letter of Credit, then the Borrower shall be liable for, and shall from time to time, upon within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such LenderLender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costcosts; provided, that the Borrower shall not be required to compensate any Lender or L/C Issuer pursuant to this subsection 10.3(a) for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower, in writing of the increased costs and of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the circumstance giving rise to such increased costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.
(b) If any Lender or L/C Issuer shall have determined that that:
(i) the introduction of any Capital Adequacy Regulation, ;
(ii) any change in any Capital Adequacy Regulation, ;
(iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or ; or
(iv) compliance by such Lender or L/C Issuer (or its Lending Office) or any corporation entity controlling such the Lender or L/C Issuer, with any Capital Adequacy Regulation Regulation; affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or L/C Issuer or any corporation entity controlling such Lender or L/C Issuer and (taking into consideration such Lender’s or such corporation’s entities’ policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital or liquidity is increased as a consequence of its CommitmentCommitment(s), Loans loans, credits or obligations under this Agreement, then, upon within thirty (30) days of demand of such Lender or L/C Issuer (with a copy to the Borrower through the Administrative Agent), the Borrower shall pay to such LenderLender or L/C Issuer, from time to time as specified by such LenderLender or L/C Issuer, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase.
(c) Notwithstanding ; provided, that the foregoing provisions of this Section 4.03, if Borrower shall not be required to compensate any Lender fails to notify the Borrower of any event or circumstance which will entitle such Lender to compensation L/C Issuer pursuant to this Section 4.03 within 60 days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be entitled to compensation from the Borrower subsection 10.3(b) for any amount arising amounts incurred more than 180 days prior to the date which is 60 days before the date on which that such Lender or L/C Issuer notifies the Borrower Borrower, in writing of the amounts and of such event Lender’s or circumstance (except thatL/C Issuer’s intention to claim compensation thereof; provided, further, that if the event or circumstance giving rise to such compensation increase is retroactive, then the 60180-day period referred to above shall be extended to include the period of retroactive effect thereof).
(c) Notwithstanding anything to the contrary herein, (i) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a change in a Requirement of Law under subsection (a) above and/or a change in a Capital Adequacy Regulation under subsection (b) above, as applicable, regardless of the date enacted, adopted or issued.
Appears in 1 contract
Sources: Credit Agreement (Metropolitan Health Networks Inc)
Increased Costs and Reduction of Return. (a) If any Lender determines or L/C Issuer shall determine that, due to either (i) the introduction of of, or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in in, or in the interpretation of of, any law or regulation or (ii) the compliance by such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the case of either clause (i) or (ii) subsequent to the date hereof, there shall be any increase in the cost to such Lender of agreeing to make or making, funding, converting to, continuing or maintaining any Eurodollar Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate or participating in any Letter of Credit, or, in the case of any Issuing Lender, any increase in the cost to such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or L/C Issuer of agreeing to make or making, funding or maintaining any unpaid drawing under LIBOR Rate Loans or of issuing or maintaining any Letter of Credit, then the Borrower shall be liable for, and shall from time to time, upon within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such LenderLender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costcosts; provided, that the Borrower shall not be required to compensate any Lender or L/C Issuer pursuant to this subsection 10.3(a) for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower, in writing of the increased costs and of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the circumstance giving rise to such increased costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.
(b) If any Lender or L/C Issuer shall have determined that that:
(i) the introduction of any Capital Adequacy Regulation, ;
(ii) any change in any Capital Adequacy Regulation, ;
(iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or ; or
(iv) compliance by such Lender or L/C Issuer (or its Lending Office) or any corporation entity controlling such the Lender or L/C Issuer, with any Capital Adequacy Regulation Regulation; affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or L/C Issuer or any corporation entity controlling such Lender or L/C Issuer and (taking into consideration such Lender’s or such corporation’s entities’ policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital or liquidity is increased as a consequence of its CommitmentCommitment(s), Loans loans, credits or obligations under this Agreement, then, upon within thirty (30) days of demand of such Lender or L/C Issuer (with a copy to the Borrower through the Administrative Agent), the Borrower shall pay to such LenderLender or L/C Issuer, from time to time as specified by such LenderLender or L/C Issuer, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase.
(c) Notwithstanding ; provided, that the foregoing provisions of this Section 4.03, if Borrower shall not be required to compensate any Lender fails to notify the Borrower of any event or circumstance which will entitle such Lender to compensation L/C Issuer pursuant to this Section 4.03 within 60 days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be entitled to compensation from the Borrower subsection 10.3(b) for any amount arising amounts incurred more than 180 days prior to the date which is 60 days before the date on which that such Lender or L/C Issuer notifies the Borrower Borrower, in writing of the amounts and of such event Lender’s or circumstance (except thatL/C Issuer’s intention to claim compensation thereof; provided, further, that if the event or circumstance giving rise to such compensation increase is retroactive, then the 60180-day period referred to above shall be extended to include the period of retroactive effect thereof).
(c) Notwithstanding anything herein to the contrary, (i) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States of America or foreign regulatory authorities, in each case in respect of this clause (ii) pursuant to Basel III, shall, in each case, be deemed to be a change in a Requirement of Law under subsection (a) above and/or a change in Capital Adequacy Regulation under subsection (b) above, as applicable, regardless of the date enacted, adopted or issued.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Lender determines shall determine that, due to either (i) the introduction of after the Closing Date of, or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in or in the interpretation of of, any law or regulation or (ii) the compliance by such Lender with any guideline or request from issued after the Closing Date by any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding, converting to, continuing or maintaining any Eurodollar Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate or participating in any Letter of Credit, or, in the case of any Issuing Lender, any increase in the cost to such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under IBOR Loans (other than any Letter change by way of Creditimposition of or increase in reserve requirements included in the calculation of the IBOR Rate), then the Borrower Company shall be liable for, and shall from time to time, upon demand therefor by such Lender (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costcosts.
(b) If any Lender shall have determined that (i) the introduction after the Closing Date of any Capital Adequacy Regulation, (ii) any change after the Closing Date in any Capital Adequacy Regulation, (iii) any change after the Closing Date in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by such the Lender (or its Lending Office) or any corporation controlling such Lender the Lender, with any Capital Adequacy Regulation issued after the Closing Date; affects or would affect the amount of capital or liquidity required or expected to be maintained by such the Lender or any corporation controlling such the Lender and (taking into consideration such Lender’s 's or such corporation’s 's policies with respect to capital adequacy and such Lender’s 's desired return on capital) determines that the amount of such required capital or liquidity is increased as a consequence of its Revolving Commitment, Loans loans, credits or obligations under this Agreement, then, upon demand of such Lender (with a copy to the Borrower through the Administrative Agent), the Borrower Company shall upon demand pay to such the Lender, from time to time as specified by such the Lender, additional amounts sufficient to compensate such the Lender for such increase.
(c) Notwithstanding the foregoing provisions of this Section 4.03, if any Lender fails to notify the Borrower of any event or circumstance which will entitle such Lender to compensation pursuant to this Section 4.03 within 60 days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be entitled to compensation from the Borrower for any amount arising prior to the date which is 60 days before the date on which such Lender notifies the Borrower of such event or circumstance (except that, if the event or circumstance giving rise to such compensation is retroactive, then the 60-day period referred to above shall be extended to include the period of retroactive effect thereof).
Appears in 1 contract
Sources: Credit Agreement (LKQ Corp)
Increased Costs and Reduction of Return. (a) If any Lender determines shall determine that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in or in the interpretation of any law or regulation of general application to lenders of the same classification as the Lender, or (ii) the compliance by such Lender with any guideline or request from any central bank or other Governmental Authority of general application to lenders of the same classification as the Lender (whether or not having the force of law)) made, in the case of clause (i) or (ii) subsequent to the date hereof, there shall be any increase in the cost to such Lender of agreeing to make or making, funding, converting to, continuing or maintaining any Eurodollar Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate or participating in any Letter of Credit, or, in the case of any Issuing Lender, any increase in the cost to such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditLIBOR Rate Loans, then the Borrower shall be liable for, and shall from time to time, upon within 30 days of demand therefor by such Lender (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costcosts, provided that Borrower shall not be obligated to pay any such amount or amounts which are attributable to any period of time occurring more than 45 days prior to the date of receipt by Borrower of the written notice from such Lender described in Section 10.7.
(b) If any Lender shall have determined that that:
(i) the introduction of any Capital Adequacy Regulation, ;
(ii) any change in any Capital Adequacy Regulation, ;
(iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or ; or
(iv) compliance by such the Lender (or its Lending Office) or any corporation controlling such Lender the Lender, with any Capital Adequacy Regulation Regulation; affects or would affect the amount of capital or liquidity required or expected to be maintained by such the Lender or any corporation controlling such the Lender and (taking into consideration such Lender’s 's or such corporation’s 's policies with respect to capital adequacy and such Lender’s 's desired return on capital) determines that the amount of such capital or liquidity is increased as a consequence of its CommitmentCommitment(s), Loans loans, credits or obligations under this Agreement, then, upon within 30 days of demand of such Lender (with a copy to the Borrower through the Administrative Agent), the Borrower shall upon demand pay to such the Lender, from time to time as specified by such the Lender, additional amounts sufficient to compensate such the Lender for such increase.
(c) Notwithstanding the foregoing provisions of this Section 4.03, if any Lender fails to notify the provided that Borrower of any event or circumstance which will entitle such Lender to compensation pursuant to this Section 4.03 within 60 days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be entitled obligated to compensation from the Borrower for pay any such amount arising or amounts which are attributable to any period of time occurring more than 45 days prior to the date which is 60 days before of receipt by Borrower of the date on which written notice from such Lender notifies the Borrower of such event or circumstance (except that, if the event or circumstance giving rise to such compensation is retroactive, then the 60-day period referred to above shall be extended to include the period of retroactive effect thereof)described in Section 10.7.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Lender determines or L/C Issuer shall determine that, due to either (i) the introduction of of, or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in in, or in the interpretation of, any Requirement of any law or regulation Law or (ii) the compliance by such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the case of either clause (i) or (ii) subsequent to the date hereof and, in each case, other than any (x) Indemnified Tax or (y) Tax described in clause (a)(2), (b), (c), or (d) of the definition of Excluded Tax, there shall be any increase in the cost to such Lender of agreeing to make or making, funding, converting to, continuing or maintaining any Eurodollar Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate or participating in any Letter of Credit, or, in the case of any Issuing Lender, any increase in the cost to such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or L/C Issuer of agreeing to make or making, funding or maintaining any unpaid drawing under LIBOR Rate Loans or of Issuing or maintaining any Letter of Credit, then the Borrower Borrowers shall be liable for, and shall from time to time, upon within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such LenderLender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased cost.
(bcosts; provided, that Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section 10.3(a) for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies Borrower Representative, in writing of the increased costs and of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the circumstance giving rise to such increased costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. If any Lender or L/C Issuer shall have determined that (i) that: the introduction of any Capital Adequacy Regulation, (ii) ; any change in any Capital Adequacy Regulation, (iii) ; any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, ; or (iv) compliance by such Lender or L/C Issuer (or its Lending Office) or any corporation entity controlling such the Lender or L/C Issuer, with any Capital Adequacy Regulation Regulation; affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or L/C Issuer or any corporation entity controlling such Lender or L/C Issuer and (taking into consideration such Lender’s or such corporation’s entities’ policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital or liquidity is increased as a consequence of its CommitmentRevolving Loan Commitment(s), Loans loans, credits or obligations under this Agreement, then, upon within thirty (30) days of demand of such Lender or L/C Issuer (with a copy to the Borrower through the Administrative Agent), the Borrower Borrowers shall pay to such LenderLender or L/C Issuer, from time to time as specified by such LenderLender or L/C Issuer, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase.
(c) Notwithstanding the foregoing provisions of this Section 4.03; provided, if that no Borrower shall be required to compensate any Lender fails to notify the Borrower of any event or circumstance which will entitle such Lender to compensation L/C Issuer pursuant to this Section 4.03 within 60 days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be entitled to compensation from the Borrower 10.3(b) for any amount arising amounts incurred more than 180 days prior to the date which is 60 days before the date on which that such Lender or L/C Issuer notifies Borrower Representative, in writing of the Borrower amounts and of such event Lender’s or circumstance (except thatL/C Issuer’s intention to claim compensation thereof; provided, further, that if the event or circumstance giving rise to such compensation increase is retroactive, then the 60180-day period referred to above shall be extended to include the period of retroactive effect thereof). Notwithstanding anything to the contrary herein, (i) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision or any successor or similar authority shall, in each case, be deemed to be a change in a Requirement of Law under clause (a) above or a change in a Capital Adequacy Regulation under clause (b) above, as applicable, regardless of the date enacted, adopted or issued.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Lender reasonably and in good faith determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in or in the interpretation of any law or regulation or (ii) the compliance by such that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law)) after the ClosingSixth Amendment Effective Date, there shall be any increase in the cost including Taxes (other than (i) Excluded Taxes and (ii) Indemnified Taxes and Other Taxes) to such Lender of agreeing to make or making, funding, converting to, continuing or maintaining any Eurodollar Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate or participating in any Letter of Credit, or, in the case of any Issuing Lender, any increase in the cost to such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditSOFR Loans, then the Borrower Company shall be liable for, and shall from time to time, promptly upon written demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costcosts; provided that such Lender shall only be entitled to seek such additional amounts if such Lender is generally seeking the payment of similar additional amounts from similarly situated borrowers in comparable credit facilities. Notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all rules, regulations, orders, requests, guidelines or directives in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or United States or foreign regulatory authorities, in each case pursuant to Basel III, are deemed to have been adopted and to have taken effect after the date hereofSixth Amendment Effective Date.
(b) If any Lender reasonably and in good faith shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by such the Lender (or its Lending Office) or any corporation controlling such the Lender with any Capital Adequacy Regulation Regulation, in each case after the ClosingSixth Amendment Effective Date, affects or would affect the amount of capital or liquidity required or expected to be maintained by such the Lender or any corporation controlling such the Lender and (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy and such Lender’s desired return on capital) determines that the amount of such capital or liquidity is increased as a consequence of its Commitment, Loans loans, credits or obligations under this Agreement, then, upon thirty (30) days after written demand of by such Lender to the Borrower Company through the Administrative Agent, the Borrower Company shall pay to such the Lender, from time to time as specified by such the Lender, additional amounts sufficient to compensate such the Lender for such increase.
(c) Notwithstanding the foregoing provisions of this Section 4.03, if any Lender fails to notify the Borrower of any event or circumstance which will entitle such Lender to compensation pursuant to this Section 4.03 within 60 days after such Lender obtains knowledge of such event or circumstance, then ; provided that such Lender shall not only be entitled to compensation seek such additional amounts if such Lender is generally seeking the payment of similar additional amounts from similarly situated borrowers in comparable credit facilities; provided, further, that the Borrower Company shall not be required to compensate a Lender for any amount arising such increases in capital for any period more than 120 days prior to the date which is 60 days before the date on which such Lender notifies the Borrower of delivers such event or circumstance (except that, if the event or circumstance giving rise to such compensation is retroactive, then the 60-day period referred to above shall be extended to include the period of retroactive effect thereof)demand.
Appears in 1 contract
Sources: Sixth Amendment and Restatement Agreement (CNO Financial Group, Inc.)
Increased Costs and Reduction of Return. (a) If any Lender Bank determines that, due to either (i) the introduction after the Closing Date of any new law or regulation or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar RateLIBOR) after the Closing Date in or in the interpretation of any law or regulation by any Governmental Authority charged with the interpretation or administration thereof or (ii) the compliance by such Lender that Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law)) made or issued after the Closing Date, there shall be any increase in the actual cost to such Lender of agreeing to make or making, funding, converting to, continuing or maintaining any Eurodollar Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate or participating in any Letter of Credit, or, in the case of any Issuing Lender, any increase in the cost to such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or Bank of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditLIBOR Loans, then the Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such LenderBank, additional amounts as are sufficient to compensate such Lender Bank for such increased costcosts. Notwithstanding anything herein to the contrary (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a change in law, regardless of the date enacted, adopted or issued.
(b) If any Lender Bank reasonably shall have determined that (i) the introduction after the Closing Date of any Capital Adequacy Regulation, (ii) any change after the Closing Date in any Capital Adequacy Regulation, (iii) any change after the Closing Date in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by such Lender the Bank (or its Lending Office) or any corporation controlling such Lender the Bank with any such Capital Adequacy Regulation Regulation, affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender the Bank or any corporation controlling such Lender the Bank and (taking into consideration such LenderBank’s or such corporation’s policies with respect to such Bank’s capital adequacy and such Lender’s desired return on capitaladequacy) reasonably determines that the amount of such capital or liquidity is increased as a consequence of its CommitmentCommitments, Loans loans, credits or obligations under this Agreement, then, upon demand of such Lender Bank to the Borrower through the Administrative Agent, the Borrower shall pay to such Lenderthe Bank, from time to time as specified by such Lenderthe Bank, additional amounts sufficient to compensate such Lender the Bank for such increase.
(c) Notwithstanding the foregoing provisions of this Section 4.03, if any Lender fails to notify the Borrower of any event or circumstance which will entitle such Lender to compensation pursuant to this Section 4.03 within 60 days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be entitled to compensation from the Borrower for any amount arising prior to the date which is 60 days before the date on which such Lender notifies the Borrower of such event or circumstance (except that, if the event or circumstance giving rise to such compensation is retroactive, then the 60-day period referred to above shall be extended to include the period of retroactive effect thereof).
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Lender determines or L/C Issuer shall determine that, due to either (i) the introduction of of, or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in in, or in the interpretation of, any Requirement of any law or regulation Law or (ii) the compliance by such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the case of either clause (i) or (ii) subsequent to the date hereof, there shall be any increase in the cost to such Lender of agreeing to make or making, funding, converting to, continuing or maintaining any Eurodollar Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate or participating in any Letter of Credit, or, in the case of any Issuing Lender, any increase in the cost to such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or L/C Issuer of agreeing to make or making, funding or maintaining any unpaid drawing under LIBOR Rate Loans or of issuing or maintaining any Letter of Credit, then the Borrower Borrowers shall be liable for, and shall from time to time, upon within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such LenderLender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costcosts; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this subsection 10.3(a) for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the increased costs and of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the circumstance giving rise to such increased costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.
(b) If any Lender or L/C Issuer shall have determined that that:
(i) the introduction of any Capital Adequacy Regulation, ;
(ii) any change in any Capital Adequacy Regulation, ;
(iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or ; or
(iv) compliance by such Lender or L/C Issuer (or its Lending Office) or any corporation entity controlling such the Lender or L/C Issuer, with any Capital Adequacy Regulation Regulation; affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or L/C Issuer or any corporation entity controlling such Lender or L/C Issuer and (taking into consideration such Lender’s or such corporation’s entities’ policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital or liquidity is increased as a consequence of its CommitmentCommitment(s), Loans loans, credits or obligations under this Agreement, then, upon within thirty (30) days of demand of such Lender or L/C Issuer (with a copy to the Borrower through the Administrative Agent), the Borrower Borrowers shall pay to such LenderLender or L/C Issuer, from time to time as specified by such LenderLender or L/C Issuer, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase.
(c) Notwithstanding ; provided, that the foregoing provisions of this Section 4.03, if Borrowers shall not be required to compensate any Lender fails to notify the Borrower of any event or circumstance which will entitle such Lender to compensation L/C Issuer pursuant to this Section 4.03 within 60 days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be entitled to compensation from the Borrower subsection 10.3(b) for any amount arising amounts incurred more than 180 days prior to the date which is 60 days before the date on which that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the amounts and of such event Lender’s or circumstance (except thatL/C Issuer’s intention to claim compensation thereof; provided, further, that if the event or circumstance giving rise to such compensation increase is retroactive, then the 60180-day period referred to above shall be extended to include the period of retroactive effect thereof).
(c) Notwithstanding anything herein to the contrary, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be deemed to be a change in a Requirement of Law under subsection (a) above and/or a change in a Capital Adequacy Regulation under subsection (b) above, as applicable, regardless of the date enacted, adopted or issued.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Lender determines or L/C Issuer shall determine that, due to either (i) the introduction of of, or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in in, or in the interpretation of, any Requirement of any law or regulation Law or (ii) the compliance by such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the case of either clause (i) or (ii) subsequent to the date hereof, there shall be any increase in the cost to such Lender of agreeing to make or making, funding, converting to, continuing or maintaining any Eurodollar Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate or participating in any Letter of Credit, or, in the case of any Issuing Lender, any increase in the cost to such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or L/C Issuer of agreeing to make or making, funding or maintaining any unpaid drawing under LIBOR Rate Loans or of issuing or maintaining any Letter of Credit, then the Borrower shall be liable for, and shall from time to time, upon within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such LenderLender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costcosts; provided, that the Borrower shall not be required to compensate any Lender or L/C Issuer pursuant to this subsection 10.3(a) for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower, in writing of the increased costs and of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the circumstance giving rise to such increased costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.
(b) If any Lender or L/C Issuer shall have determined that that:
(i) the introduction of any Capital Adequacy Regulation, ;
(ii) any change in any Capital Adequacy Regulation, ;
(iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or ; or
(iv) compliance by such Lender or L/C Issuer (or its Lending Office) or any corporation entity controlling such the Lender or L/C Issuer, with any Capital Adequacy Regulation resulting from an event set forth in clauses (i), (ii) or (iii) above; affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or L/C Issuer or any corporation entity controlling such Lender or L/C Issuer and (taking into consideration such Lender’s or such corporation’s entities’ policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital or liquidity is increased as a consequence of its CommitmentCommitment(s), Loans loans, credits or obligations under this Agreement, then, upon within thirty (30) days of demand of such Lender or L/C Issuer (with a copy to the Borrower through the Administrative Agent), the Borrower shall pay to such LenderLender or L/C Issuer, from time to time as specified by such LenderLender or L/C Issuer, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase.
(c) Notwithstanding ; provided, that the foregoing provisions of this Section 4.03, if Borrower shall not be required to compensate any Lender fails to notify the Borrower of any event or circumstance which will entitle such Lender to compensation L/C Issuer pursuant to this Section 4.03 within 60 days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be entitled to compensation from the Borrower subsection 10.3(b) for any amount arising amounts incurred more than 180 days prior to the date which is 60 days before the date on which that such Lender or L/C Issuer notifies the Borrower Borrower, in writing of the amounts and of such event Lender’s or circumstance (except thatL/C Issuer’s intention to claim compensation thereof; provided, further, that if the event or circumstance giving rise to such compensation increase is retroactive, then the 60180-day period referred to above shall be extended to include the period of retroactive effect thereof).
(c) Notwithstanding anything herein to the contrary, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, guidelines or directives thereunder or issued in connection therewith shall be deemed to be a change in a Requirement of Law under subsection (a) and/or a change in Capital Adequacy Requirement under subsection (b) above, as applicable, regardless of the date enacted, adopted or issued.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If on or after the date hereof any Lender determines Bank shall determine that, due to and as a direct result of either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Offshore Rate) in or in the interpretation of any law or regulation or (ii) the compliance by such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding, converting to, continuing or maintaining any Eurodollar Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate or participating in any Letter of Credit, or, in the case of any Issuing Lender, any increase in the cost to such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or Bank of agreeing to make or making, funding or maintaining its Revolving Commitment hereunder or any unpaid drawing under any Letter of CreditOffshore Rate Loans , then the Borrower Company shall be liable for, and shall from time to time, upon demand therefor by such Bank (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such LenderBank, additional amounts as are sufficient to compensate such Lender Bank for such increased costcosts.
(b) If after the date hereof any Lender Bank shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereofthereof (including any determination by any such central bank or other Governmental Authority that for purposes of Capital Adequacy Regulations, the Revolving Commitments do not constitute commitments with an original maturity of one year or less), or (iv) compliance by such Lender Bank (or its Lending Office) or any corporation controlling such Lender Bank, with any Capital Adequacy Regulation Regulation; affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender Bank or any corporation controlling such Lender Bank and (taking into consideration such Lender’s Bank's or such corporation’s 's policies with respect to capital adequacy and such Lender’s Bank's desired return on capital) determines that the amount of such capital or liquidity is increased as a consequence of its Revolving Commitment, Loans loans, credits or obligations under this Agreement, then, upon demand of such Lender Bank (with a copy to the Borrower through the Administrative Agent), the Borrower Company shall upon demand pay to such LenderBank, from time to time as specified by such LenderBank, additional amounts sufficient to compensate such Lender Bank for such increase.
(c) Notwithstanding If the foregoing provisions of this Section 4.03, if Company is required to pay additional amounts to any Lender fails to notify the Borrower of any event or circumstance which will entitle such Lender to compensation Bank pursuant to this Section 4.03 within 60 days after such Lender obtains knowledge of such event subsection 3.03(a) or circumstance(b), then such Lender Bank shall not be entitled use its reasonable best efforts (consistent with legal and regulatory restrictions) to compensation from designate a different Lending Office with respect to its Offshore Rate Loans so as to eliminate any such additional payment by the Borrower for any amount arising prior to Company which may thereafter accrue if such change in the date which is 60 days before the date on which such Lender notifies the Borrower judgment of such event or circumstance (except that, if the event or circumstance giving rise Bank is not otherwise disadvantageous to such compensation is retroactive, then the 60-day period referred to above shall be extended to include the period of retroactive effect thereof)Bank.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Lender determines or L/C Issuer shall determine that, due to either (i) the introduction of of, or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in in, or in the interpretation of, any Requirement of any law or regulation Law or (ii) the compliance by such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the case of either clause (i) or (ii) subsequent to the date hereof, there shall be any increase in the cost to such Lender of agreeing to make or making, funding, converting to, continuing or maintaining any Eurodollar Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate or participating in any Letter of Credit, or, in the case of any Issuing Lender, any increase in the cost to such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or L/C Issuer of agreeing to make or making, funding or maintaining any unpaid drawing under LIBOR Rate Loans or of issuing or maintaining any Letter of Credit, then the Borrower Borrowers shall be liable for, and shall from time to time, upon within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such LenderLender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costcosts; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this subsection 10.3(a) for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the increased costs and of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the circumstance giving rise to such increased costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. Notwithstanding the foregoing, this Section 10.3 shall not apply with respect to Taxes or Other Taxes, or with respect to the imposition of, or any change in the rate of, any taxes described in clauses (i), (ii), (iii) or (iv) of Section 10.1(a).
(b) If any Lender or L/C Issuer shall have determined that that:
(i) the introduction of any Capital Adequacy Regulation, ;
(ii) any change in any Capital Adequacy Regulation, ;
(iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or ; or
(iv) compliance by such Lender or L/C Issuer (or its Lending Office) or any corporation entity controlling such the Lender or L/C Issuer, with any Capital Adequacy Regulation Regulation; in the case of any of clauses (i) – (iv) subsequent to the date hereof, affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or L/C Issuer or any corporation entity controlling such Lender or L/C Issuer and (taking into consideration such Lender’s or such corporation’s entities’ policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital or liquidity is increased as a consequence of its CommitmentRevolving Loan Commitment(s), Loans loans, credits or obligations under this Agreement, then, upon within thirty (30) days of demand of such Lender or L/C Issuer (with a copy to the Borrower through the Administrative Agent), the Borrower Borrowers shall pay to such LenderLender or L/C Issuer, from time to time as specified by such LenderLender or L/C Issuer, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase.
(c) Notwithstanding ; provided, that the foregoing provisions of this Section 4.03, if Borrowers shall not be required to compensate any Lender fails to notify the Borrower of any event or circumstance which will entitle such Lender to compensation L/C Issuer pursuant to this Section 4.03 within 60 days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be entitled to compensation from the Borrower subsection 10.3(b) for any amount arising amounts incurred more than 180 days prior to the date which is 60 days before the date on which that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the amounts and of such event Lender’s or circumstance (except thatL/C Issuer’s intention to claim compensation thereof; provided, further, that if the event or circumstance giving rise to such compensation increase is retroactive, then the 60180-day period referred to above shall be extended to include the period of retroactive effect thereof).
(c) Notwithstanding anything herein to the contrary, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be deemed to be a change in a Requirement of Law under subsection (a) above and/or a change in a Capital Adequacy Regulation under subsection (b) above, as applicable, regardless of the date enacted, adopted or issued.
Appears in 1 contract
Sources: Credit Agreement (Talbots Inc)
Increased Costs and Reduction of Return. (a) If any Lender determines the Issuing Bank shall determine that, due to either (i) the introduction of any Requirement of Law, or any change (other than in any change by way Requirement of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in Law or in the interpretation of any law or regulation administration thereof or (ii) the compliance by such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender the Issuing Bank or any Lending Office of agreeing to make issue or making, funding, converting to, continuing or maintaining any Eurodollar Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate or participating in any Letter of Credit, or, in the case of any Issuing Lender, any increase in the cost to such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to written request therefor by the Administrative Agent)Issuing Bank, pay to the Administrative Agent for the account of such Lender, Issuing Bank additional amounts as are sufficient to compensate the Issuing Bank or such Lender Lending Office for such increased costcosts.
(b) If any Lender the Issuing Bank shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by such Lender the Issuing Bank (or its other relevant Lending Office) or any corporation controlling such Lender the Issuing Bank, with any Capital Adequacy Regulation affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender the Issuing Bank, any Lending Office or any corporation controlling such Lender the Issuing Bank and (taking into consideration the Issuing Bank’s and such Lender’s or such controlling corporation’s policies with respect to capital adequacy and such Lenderthe Issuing Bank’s desired return on capital) determines that the amount of such capital or liquidity is increased as a consequence of its Commitment, Loans Letters of Credit issued or obligations maintained by the Issuing Bank under this Agreement, then, upon demand written request of such Lender to the Borrower through the Administrative AgentIssuing Bank, the Borrower shall immediately pay to such Lenderthe Issuing Bank or the relevant Lending Office, from time to time as specified by such Lenderthe Issuing Bank, additional amounts sufficient to compensate the Issuing Bank or such Lender Lending Office for such increase.
(c) The Issuing Bank will notify the Borrower of any event occurring after the date hereof which will entitle the Issuing Bank or any Lending Office to compensation from the Borrower pursuant to this Section 4.03 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation. If the Issuing Bank requests compensation under this Section 4.03, the Borrower may, by notice to the Issuing Bank, require that the Issuing Bank furnish to the Borrower a statement setting forth the basis for requesting such compensation and the method for determining the amount thereof.
(d) Notwithstanding any of the foregoing provisions of this Section 4.03, if any Lender fails increased costs or additional compensation to notify the Borrower of any event or circumstance which will entitle such Lender to compensation be paid pursuant to this Section 4.03 within 60 days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be entitled to compensation from include any Taxes, the Borrower for any amount arising prior to the date payment of which is 60 days before the date on which such Lender notifies the Borrower of such event or circumstance (except that, if the event or circumstance giving rise to such compensation is retroactive, then the 60-day period referred to above shall be extended to include the period of retroactive effect thereof)governed by Section 4.01.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Lender reasonably determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Offshore Rate) after the date hereof in or in the interpretation of any law or regulation or (ii) compliance by such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law)) adopted, issued or delivered after the date hereof, there shall be any increase in the cost to such Lender (excluding any Taxes, Other Taxes, Further Taxes or taxes imposed on or measured by the net income of such Lender) of agreeing to make or making, funding, converting to, continuing funding or maintaining any Eurodollar Offshore Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate or participating in any Letter of Credit, or, in the case of any an Issuing Lender, any increase in the cost to such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Borrower Company shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased cost.
(b) If any Lender shall have reasonably determined that (i) the introduction after the date hereof of any Capital Adequacy Regulation, (ii) any change after the date hereof in any Capital Adequacy Regulation, (iii) any change after the date hereof in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by such Lender (or its Lending Office) or any corporation controlling such Lender with any Capital Adequacy Regulation (excluding any Capital Adequacy Regulation as in effect on the date hereof) affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation controlling such Lender and (taking into consideration such Lender’s 's or such corporation’s 's policies with respect to capital adequacy and such Lender’s 's desired return on capital) reasonably determines that the amount of such capital or liquidity is increased as a consequence of its Commitment, Loans or obligations under this Agreement, then, upon demand of such Lender to the Borrower Company through the Administrative Agent, the Borrower Company shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such increase.
(c) Notwithstanding the foregoing provisions of this Section 4.03SECTION 4.3, if any Lender fails to notify the Borrower Company of any event or circumstance which will entitle such Lender to compensation pursuant to this Section 4.03 SECTION 4.3 within 60 days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be entitled to compensation from the Borrower Company for any amount arising prior to the date which is 60 days before the date on which such Lender notifies the Borrower Company of such event or circumstance (except that, if the event or circumstance giving rise to such compensation is retroactive, then the 60-day period referred to above shall be extended to include the period of retroactive effect thereof)circumstance.
Appears in 1 contract
Increased Costs and Reduction of Return. (a1) If any Lender determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in or in the interpretation of any law or regulation or (ii) the compliance by such that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding, converting to, continuing or maintaining any Eurodollar Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate or participating in any Letter of Credit, or, in the case of any Issuing Lender, any increase in the cost to such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditLIBOR Revolving Loans, then the Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. If the Borrower is required to pay additional amounts to any Lender pursuant to this Section 5.3(a) that increase the effective lending rate of such Lender with respect to its share of the Loans to greater than 25 basis points in excess of the effective lending rate of the other Lenders, then such Lender shall use reasonable efforts (consistent with legal and regulatory restrictions) to change the jurisdiction of its lending office with respect to making LIBOR Revolving Loans so as to eliminate any such additional payment by the Borrower which may thereafter accrue, if such change in the judgment of such Lender is not otherwise disadvantageous to such Lender. In the event that any one or more Lenders, pursuant to this Section 5.3(a) , incur any increased costs (other than increased costs to the extent such increased costs are not a recurring cost) for which any such Lender demands compensation pursuant to this Section 5.3(a) which increases the effective lending rate of such Lender with respect to its share of the Loans to greater than 25 basis points in excess of the effective lending rate of the other Lenders and such Lender has not mitigated such costs within 60 days after receipt by such Lender from the Borrower of a written notice that such Lender's effective lending rate has so exceeded the effective lending rate of the other Lenders, then and in any such event, the Borrower may substitute another financial institution for such Lender which is reasonably acceptable to the Agent to assume the Commitment of such Lender and to purchase the Loans of such Lender hereunder, without recourse to or warranty by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of the Loans owing to such Lender plus any accrued but unpaid interest on such Loans and accrued but unpaid fees and other amounts in respect of that Lender's Commitment and share of the Loans (other than any prepayment penalty or other premium; it being agreed that amounts payable under Section 5.4 are not prepayment penalties or other premiums). Upon such purchase such Lender shall no longer be a party hereto or have any rights or benefits hereunder (except for rights or benefits that such Lender would retain hereunder and under the other Loan Documents upon payment in full of all of the Obligations) and the replacement Lender shall succeed to the rights and benefits, and shall assume the obligations, of such Lender hereunder and thereunder. The Agent and the Lenders shall cooperate with the Borrower to amend the Loan Documents to reflect such substitution. In no event may the Borrower replace a Lender which is also an issuer of a Letter of Credit or Credit Support or whose Affiliate has issued a Letter of Credit or Credit Support unless (x) all Letters of Credit and Credit Support issued by such Lender and its Affiliates have expired or have been terminated or canceled and such Lender and/or Affiliate, as the case may be, shall have been reimbursed for all payments made by it under the Letters of Credit and Credit Support issued by it or (y) such Lender and/or Affiliate, as the case may be, shall have been indemnified in a manner satisfactory to it for any outstanding Letters of Credit and Credit Support issued by it and other obligations, absolute or contingent, with respect to Letters of Credit and Credit Support issued by it.
(b2) If any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by such the Lender (or its Lending Office) or any corporation or other entity controlling such the Lender with any Capital Adequacy Regulation Regulation, affects or would affect the amount of capital or liquidity required or expected to be maintained by such the Lender or any corporation or other entity controlling such the Lender and (taking into consideration such Lender’s 's or such corporation’s 's or other entity's policies with respect to capital adequacy and such Lender’s 's desired return on capital) determines that the amount of such capital or liquidity is increased as a consequence of its Commitment, Loans loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Borrower through the Administrative Agent, the Borrower shall pay to such the Lender, from time to time as specified by such the Lender, additional amounts sufficient to compensate such the Lender for such increase.
(c) Notwithstanding the foregoing provisions of this Section 4.03, if any Lender fails to notify the Borrower of any event or circumstance which will entitle such Lender to compensation pursuant to this Section 4.03 within 60 days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be entitled to compensation from the Borrower for any amount arising prior to the date which is 60 days before the date on which such Lender notifies the Borrower of such event or circumstance (except that, if the event or circumstance giving rise to such compensation is retroactive, then the 60-day period referred to above shall be extended to include the period of retroactive effect thereof).
Appears in 1 contract
Sources: Loan and Security Agreement (Sweetheart Holdings Inc \De\)
Increased Costs and Reduction of Return. (a) If any Lender determines that, that due to either (i) the introduction after the Closing Date of or any change (other than any change by way of imposition of or increase in reserve requirements included in after the calculation of the Eurodollar Rate) in or Closing Date in the interpretation of any law or regulation or (ii) the compliance by such that Lender with any new guideline or request after the Closing Date from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding, converting to, continuing or maintaining any Eurodollar LIBO Rate Loan or Base Rate Loan the interest rate on Revolving Loans (excluding, for purposes of this Section 5.3 any such increased costs relating to Taxes as to which is determined by reference to the Eurodollar Rate component of the Base Rate or participating in any Letter of Credit, or, in the case of any Issuing Lender, any increase in the cost to such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditSection 5.1 shall govern), then the Borrower Borrowers shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent Agent, for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costcosts.
(b) If any Lender shall have determined that (i) the introduction after the Closing Date of any Capital Adequacy Regulation, (ii) any change after the Closing Date in any Capital Adequacy Regulation, (iii) any change after the Closing Date in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by such Lender (or its Lending Office) or any corporation or other entity controlling such Lender with any new Capital Adequacy Regulation after the Closing Date, affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and (taking into consideration such Lender’s or such corporation’s or other entity’s policies with respect to capital adequacy and such Lender’s desired return on capital) determines that the amount of such capital or liquidity is increased as a consequence of its CommitmentCommitments, Loans loans, credits, or obligations under this Agreement, then, upon demand of such Lender to the Borrower Borrowers through the Administrative Agent, the Borrower Borrowers shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such increase.
(c) Notwithstanding the foregoing provisions of this Section 4.03, if any Lender fails to notify the Borrower of any event or circumstance which will entitle such Lender to compensation pursuant to this Section 4.03 within 60 days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be entitled to compensation from the Borrower for any amount arising prior to the date which is 60 days before the date on which such Lender notifies the Borrower of such event or circumstance (except that, if the event or circumstance giving rise to such compensation is retroactive, then the 60-day period referred to above shall be extended to include the period of retroactive effect thereof).
Appears in 1 contract
Sources: Loan and Security Agreement (EveryWare Global, Inc.)
Increased Costs and Reduction of Return. (a) If any Lender determines or any Issuing Lender shall determine that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Ratecontemplated by subsection (c) below) in or in the interpretation of any law or regulation or (ii) the compliance by such Lender with any guideline or request arising after the date hereof from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding, converting to, continuing maintaining or maintaining any Eurodollar Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate or risk participating in any Letter of Credit, or, in the case of any Issuing Lender, any increase in the cost to such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditOffshore Rate Loans, then the Borrower Borrowers shall be liable for, and shall from time to time, upon demand therefor by such Lender (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, Lender additional amounts as are sufficient to compensate such Lender for such increased costcosts.
(b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by such the Lender (or its Lending Office) or any corporation controlling such the Lender with any Capital Adequacy Regulation Regulation; affects or would affect the amount of capital or liquidity required or expected to be maintained by such the Lender or any corporation controlling such the Lender and (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy and such Lender’s or corporation’s desired return on capital) determines that the amount of such capital or liquidity is increased as a consequence of its CommitmentCommitments, Loans loans, credits or obligations under this Agreement, then, upon demand of such Lender (with a copy to the Borrower through the Administrative Agent), the Borrower Borrowers shall pay to such the Lender, from time to time as specified by such the Lender, additional amounts sufficient to compensate such the Lender for such increase.
(c) Notwithstanding the foregoing provisions of this Section 4.03The Borrowers shall pay to each Lender, if any Lender fails to notify the Borrower of any event or circumstance which will entitle such Lender to compensation pursuant to this Section 4.03 within 60 days after such Lender obtains knowledge of such event or circumstance, then as long as such Lender shall not be entitled required to compensation from maintain reserves with respect to liabilities or assets consisting of or including eurocurrency funds or deposits (currently known as “Eurocurrency liabilities”), additional costs on the Borrower for any unpaid principal amount arising prior of each Offshore Rate Loan equal to the date actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which is 60 days before the determination shall be conclusive), which shall be due and payable on each date on which interest is payable on such Lender notifies the Borrower of such event or circumstance (except that, if the event or circumstance giving rise to such compensation is retroactive, then the 60-day period referred to above shall be extended to include the period of retroactive effect thereof)Loan.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Lender determines or L/C Issuer shall determine that, due to either (i) the introduction of of, or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in in, or in the interpretation of of, any law or regulation or (ii) the compliance by such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the case of either clause (i) or (ii) subsequent to the date hereof, there shall be any increase in the cost to such Lender of agreeing to make or making, funding, converting to, continuing or maintaining any Eurodollar Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate or participating in any Letter of Credit, or, in the case of any Issuing Lender, any increase in the cost to such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or L/C Issuer of agreeing to make or making, funding or maintaining any unpaid drawing under LIBOR Rate Loans or of issuing or maintain any Letter of Credit, then the Borrower shall be liable for, and shall from time to time, upon within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such LenderLender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costcosts; provided, that the Borrower shall not be required to compensate any Lender or L/C Issuer pursuant to this Section for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower, in writing of the increased costs and of such Lender's or L/C Issuer's intention to claim compensation thereof; provided, further, that if the circumstance giving rise to such increased costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.
(b) If any Lender or L/C Issuer shall have determined that that:
(i) the introduction of any Capital Adequacy Regulation, ;
(ii) any change in any Capital Adequacy Regulation, ;
(iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or ; or
(iv) compliance by such Lender or L/C Issuer (or its Lending Office) or any corporation entity controlling such the Lender or L/C Issuer, with any Capital Adequacy Regulation Regulation; affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or L/C Issuer or any corporation entity controlling such Lender or L/C Issuer and (taking into consideration such Lender’s 's or such corporation’s entities' policies with respect to capital adequacy and such Lender’s 's or L/C Issuer's desired return on capital) determines that the amount of such capital or liquidity is increased as a consequence of its CommitmentCommitment(s), Loans loans, credits or obligations under this Agreement, then, upon within thirty (30) days of demand of such Lender or L/C Issuer (with a copy to the Borrower through the Administrative Agent), the Borrower shall pay to such LenderLender or L/C Issuer, from time to time as specified by such LenderLender or L/C Issuer, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase.
(c) Notwithstanding ; provided, that the foregoing provisions of this Section 4.03, if Borrower shall not be required to compensate any Lender fails to notify the Borrower of any event or circumstance which will entitle such Lender to compensation L/C Issuer pursuant to this Section 4.03 within 60 days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be entitled to compensation from the Borrower for any amount arising amounts incurred more than 180 days prior to the date which is 60 days before the date on which that such Lender or L/C Issuer notifies the Borrower Borrower, in writing of the amounts and of such event Lender's or circumstance (except thatL/C Issuer's intention to claim compensation thereof; provided, further, that if the event or circumstance giving rise to such compensation increase is retroactive, then the 60180-day period referred to above shall be extended to include the period of retroactive effect thereof).
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Lender determines that, due to either (i) after the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in or in the interpretation of any law or regulation or (ii) compliance by such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding, converting to, continuing or maintaining any Eurodollar Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate or participating in any Letter of Credit, or, in the case of any Issuing Lender, any increase in the cost to such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased cost.
(b) If date hereof any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by such the Lender (or its Lending Office) or any corporation controlling such the Lender with any Capital Adequacy Regulation Regulation, affects or would affect the amount of capital or liquidity required or expected to be maintained by such the Lender or any corporation controlling such the Lender and (taking into consideration such Lender’s 's or such corporation’s 's policies with respect to capital adequacy and such Lender’s 's desired return on capital) determines that the amount of such capital or liquidity is increased as a consequence of its Commitment, Loans loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Borrower Company through the Administrative Agent, the Borrower Company shall pay to such the Lender, from time to time as specified by such the Lender, additional amounts sufficient to compensate such the Lender for such increase.
(cb) Notwithstanding the foregoing provisions of this Section 4.03, 3.2(a) if any Lender fails to notify the Borrower Company of any event or circumstance which will entitle such Lender to compensation pursuant to this Section 4.03 3.2 within 60 180 days after such Lender obtains knowledge of such event or circumstanceevent, then such Lender shall not be entitled to any compensation from the Borrower Company for any amount such increased cost or reduction of return arising prior to the date which is 60 180 days before the date on which such Lender notifies the Borrower Company of such event or circumstance (except that, if the event or circumstance giving rise to such compensation is retroactive, then the 60-day period referred to above shall be extended to include the period of retroactive effect thereof)event.
Appears in 1 contract
Sources: Credit Agreement (Truserv Corp)
Increased Costs and Reduction of Return. (a) If any Lender determines or L/C Issuer shall determine that, due to either (i) the introduction of of, or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in in, or in the interpretation of, Requirement of any law or regulation Law or (ii) the compliance by such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the case of either clause (i) or (ii) subsequent to the Initial Closing Date, there shall be any increase in the cost to such Lender of agreeing to make or making, funding, converting to, continuing or maintaining any Eurodollar Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate or participating in any Letter of Credit, or, in the case of any Issuing Lender, any increase in the cost to such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or L/C Issuer of agreeing to make or making, funding or maintaining any unpaid drawing under LIBOR Rate Loans or of issuing or maintaining any Letter of Credit, then the Borrower Borrowers shall be liable for, and shall from time to time, upon within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such LenderLender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costcosts; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the increased costs and of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the circumstance giving rise to such increased costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.
(b) If any Lender or L/C Issuer shall have determined that that:
(i) the introduction of any Capital Adequacy Regulation, ;
(ii) any change in any Capital Adequacy Regulation, ;
(iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or ; or
(iv) compliance by such Lender or L/C Issuer (or its Lending Office) or any corporation entity controlling such the Lender or L/C Issuer, with any Capital Adequacy Regulation Regulation; affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or L/C Issuer or any corporation entity controlling such Lender or L/C Issuer and (taking into consideration such Lender’s or such corporation’s entities’ policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital or liquidity is increased as a consequence of its CommitmentCommitment(s), Loans loans, credits or obligations under this Agreement, then, upon within thirty (30) days of demand of such Lender or L/C Issuer (with a copy to the Borrower through the Administrative Agent), the Borrower Borrowers shall pay to such LenderLender or L/C Issuer, from time to time as specified by such LenderLender or L/C Issuer, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase.
(c) Notwithstanding ; provided, that the foregoing provisions of this Section 4.03, if Borrowers shall not be required to compensate any Lender fails to notify the Borrower of any event or circumstance which will entitle such Lender to compensation L/C Issuer pursuant to this Section 4.03 within 60 days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be entitled to compensation from the Borrower for any amount arising amounts incurred more than 180 days prior to the date which is 60 days before the date on which that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the amounts and of such event Lender’s or circumstance (except thatL/C Issuer’s intention to claim compensation thereof; provided, further, that if the event or circumstance giving rise to such compensation increase is retroactive, then the 60180-day period referred to above shall be extended to include the period of retroactive effect thereof).
(c) Notwithstanding anything herein to the contrary, (i) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a change in a Requirement of Law, regardless of the date enacted, adopted or issued.
Appears in 1 contract
Sources: Credit Agreement (Cryolife Inc)
Increased Costs and Reduction of Return. (a) If any Lender determines or L/C Issuer shall determine that, due to either (i) the introduction of of, or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in in, or in the interpretation of of, any law or regulation or (ii) the compliance by such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the case of either clause (i) or (ii) subsequent to the date hereof, there shall be any increase in the cost to such Lender of agreeing to make or making, funding, converting to, continuing or maintaining any Eurodollar Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate or participating in any Letter of Credit, or, in the case of any Issuing Lender, any increase in the cost to such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or L/C Issuer of agreeing to make or making, funding or maintaining any unpaid drawing under LIBOR Rate Loans or of issuing or maintaining any Letter of Credit, then the Borrower shall be liable for, and shall from time to time, upon within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such LenderLender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costcosts; provided, that the Borrower shall not be required to compensate any Lender or L/C Issuer pursuant to this subsection 10.3(a) for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower, in writing of the increased costs and of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the circumstance giving rise to such increased costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.
(b) If any Lender or L/C Issuer shall have determined that that:
(i) the introduction of any Capital Adequacy Regulation, ;
(ii) any change in any Capital Adequacy Regulation, ;
(iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or ; or
(iv) compliance by such Lender or L/C Issuer (or its Lending Office) or any corporation entity controlling such the Lender or L/C Issuer, with any Capital Adequacy Regulation Regulation; affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or L/C Issuer or any corporation entity controlling such Lender or L/C Issuer and (taking into consideration such Lender’s or such corporation’s entities’ policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital or liquidity is increased as a consequence of its Revolving Loan Commitment, Loans loans, credits or obligations under this Agreement, then, upon within thirty (30) days of demand of such Lender or L/C Issuer (with a copy to the Borrower through the Administrative Agent), the Borrower shall pay to such LenderLender or L/C Issuer, from time to time as specified by such LenderLender or L/C Issuer, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase.
(c) Notwithstanding ; provided, that the foregoing provisions of this Section 4.03, if Borrower shall not be required to compensate any Lender fails to notify the Borrower of any event or circumstance which will entitle such Lender to compensation L/C Issuer pursuant to this Section 4.03 within 60 days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be entitled to compensation from the Borrower subsection 10.3(b) for any amount arising amounts incurred more than 120 days prior to the date which is 60 days before the date on which that such Lender or L/C Issuer notifies the Borrower Borrower, in writing of the amounts and of such event Lender’s or circumstance (except thatL/C Issuer’s intention to claim compensation thereof; provided, further, that if the event or circumstance giving rise to such compensation increase is retroactive, then the 60120-day period referred to above shall be extended to include the period of retroactive effect thereof).
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Lender determines or L/C Issuer shall determine that, due to either (i) the introduction of of, or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in in, or in the interpretation of, any Requirement of any law or regulation Law or (ii) the compliance by such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the case of either clause (i) or (ii) subsequent to the date hereof, (x) there shall be any increase in the cost to such Lender of agreeing to make or making, funding, converting to, continuing or maintaining any Eurodollar Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate or participating in any Letter of Credit, or, in the case of any Issuing Lender, any increase in the cost to such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or L/C Issuer of agreeing to make or making, funding or maintaining any unpaid drawing under LIBOR Rate Loans or of Issuing or maintaining any Letter of CreditCredit or (y) the Lender or L/C Issuer shall be subject to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded 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, then the Borrower Borrowers shall be liable for, and shall from time to time, upon within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such LenderLender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costcosts or such Taxes; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section 10.3(a) for any increased costs incurred more than one hundred eighty (180) days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the increased costs and of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the circumstance giving rise to such increased costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.
(b) If any Lender or L/C Issuer shall have determined that that:
(i) the introduction of any Capital Adequacy Regulation, ;
(ii) any change in any Capital Adequacy Regulation, ;
(iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or ; or
(iv) compliance by such Lender or L/C Issuer (or its Lending Office) or any corporation entity controlling such the Lender or L/C Issuer, with any Capital Adequacy Regulation Regulation; affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or L/C Issuer or any corporation entity controlling such Lender or L/C Issuer and (taking into consideration such Lender’s or such corporation’s entities’ policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital or liquidity is increased as a consequence of its CommitmentCommitment(s), Loans loans, credits or obligations under this Agreement, then, upon within thirty (30) days of demand of such Lender or L/C Issuer (with a copy to the Borrower through the Administrative Agent), the Borrower Borrowers shall pay to such LenderLender or L/C Issuer, from time to time as specified by such LenderLender or L/C Issuer, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase.
(c) Notwithstanding ; provided, that the foregoing provisions of this Section 4.03, if Borrowers shall not be required to compensate any Lender fails to notify the Borrower of any event or circumstance which will entitle such Lender to compensation L/C Issuer pursuant to this Section 4.03 within 60 days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be entitled to compensation from the Borrower 10.3(b) for any amount arising amounts incurred more than one hundred eighty (180) days prior to the date which is 60 days before the date on which that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the amounts and of such event Lender’s or circumstance (except thatL/C Issuer’s intention to claim compensation thereof; provided, further, that if the event or circumstance giving rise to such compensation increase is retroactive, then the 60180-day period referred to above shall be extended to include the period of retroactive effect thereof).
(c) Notwithstanding anything herein to the contrary, (i) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States of America or foreign regulatory authorities, in each case in respect of this clause (ii) pursuant to Basel III, shall, in each case, be deemed to be a change in a Requirement of Law under Section 10.3(a) above and/or a change in Capital Adequacy Regulation under Section 10.3(b) above, as applicable, regardless of the date enacted, adopted or issued.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Lender determines that, that due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in or in the interpretation of any law or regulation or (ii) the compliance by such that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding, converting to, continuing or maintaining any Eurodollar Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate or participating in any Letter of Credit, or, in the case of any Issuing Lender, any increase in the cost to such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditLIBOR Rate Revolving Loans or LIBOR Rate Trademark Subfacility Loans, then the Borrower Borrowers shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costcosts; provided that the Borrowers shall not be required to compensate a Lender pursuant to this Section 4.3(a) for any such increased cost in respect of a period occurring more than one hundred eighty (180) days prior to the date that such Lender notifies LS&Co of such Lender’s intention to claim compensation therefor unless the circumstances giving rise to such increased cost became applicable retroactively, in which case no such time limitation shall apply so long as such Lender requests compensation within 180 days from the date such circumstances become applicable.
(b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by such Lender (or its Lending Office) or any corporation or other entity controlling such Lender with any Capital Adequacy Regulation Regulation, affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and (taking into consideration such Lender’s or such corporation’s or other entity’s policies with respect to capital adequacy and such Lender’s desired return on capital) determines that the amount of such capital or liquidity is increased as a consequence of its CommitmentCommitments, Loans loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Borrower LS&Co through the Administrative Agent, the Borrower Borrowers shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such increase.
(c) Notwithstanding ; provided that the foregoing provisions of this Section 4.03, if any Borrowers shall not be required to compensate a Lender fails to notify the Borrower of any event or circumstance which will entitle such Lender to compensation pursuant to this Section 4.03 within 60 days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be entitled to compensation from the Borrower 4.3(b) for any amount arising such increase in respect of a period occurring more than one hundred eighty (180) days prior to the date which is 60 days before the date on which that such Lender notifies the Borrower LS&Co of such event or circumstance (except that, if Lender’s intention to claim compensation therefor unless the event or circumstance circumstances giving rise to such increase became applicable retroactively, in which case no such time limitation shall apply so long as such Lender requests compensation is retroactive, then within 180 days from the 60-day period referred to above shall be extended to include the period of retroactive effect thereof)date such circumstances become applicable.
Appears in 1 contract
Sources: Credit Agreement (Levi Strauss & Co)
Increased Costs and Reduction of Return. (a) If any Lender determines that, that due to either (i) the introduction after the Closing Date of or any change (other than any change by way of imposition of or increase in reserve requirements included in after the calculation of the Eurodollar Rate) in or Closing Date in the interpretation of any law or regulation or (ii) the compliance by such that Lender with any new guideline or request after the Closing Date from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost (other than with respect to Taxes and Other Taxes already covered by Section 5.1(c) and Excluded Taxes) to such Lender of agreeing to make or making, funding, converting to, continuing or maintaining any Eurodollar LIBOR Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate or participating in any Letter of Credit, or, in the case of any Issuing Lender, any increase in the cost to such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditRevolving Loans, then the Borrower Borrowers shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent Agent, for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costcosts.
(b) If any Lender shall have determined that (i) the introduction after the Closing Date of any Capital Adequacy Regulation, (ii) any change after the Closing Date in any Capital Adequacy Regulation, (iii) any change after the Closing Date in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by such Lender (or its Lending Office) or any corporation or other entity controlling such Lender with any new Capital Adequacy Regulation after the Closing Date, affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and (taking into consideration such Lender’s or such corporation’s or other entity’s policies with respect to capital adequacy and such Lender’s desired return on capital) determines that the amount of such capital or liquidity is increased as a consequence of its CommitmentCommitments, Loans loans, credits, or obligations under this Agreement, then, upon demand of such Lender to the Borrower Borrowers through the Administrative Agent, the Borrower Borrowers shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such increase.
(c) Notwithstanding the foregoing provisions of this Section 4.03, if any Lender fails to notify the Borrower of any event or circumstance which will entitle such Lender to compensation pursuant to this Section 4.03 within 60 days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be entitled to compensation from the Borrower for any amount arising prior to the date which is 60 days before the date on which such Lender notifies the Borrower of such event or circumstance (except that, if the event or circumstance giving rise to such compensation is retroactive, then the 60-day period referred to above shall be extended to include the period of retroactive effect thereof).
Appears in 1 contract
Sources: Loan and Security Agreement (Metals USA Plates & Shapes Southcentral, Inc.)
Increased Costs and Reduction of Return. (a) If after the date hereof any Lender determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rateinterest pursuant to subsection 2.9(c)) in or in the interpretation of any law or regulation or (ii) the compliance by such that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding, converting to, continuing funding or maintaining any Eurodollar Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate or participating in any Letter of Credit, or, in the case of any Issuing Lender, any increase in the cost to such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditLoan, then the Borrower Company shall be liable for, and shall from time to time, upon within 10 days after demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costcosts.
(b) If after the date hereof any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, thereof or (iv) compliance by such the Lender (or its Lending Office) or any corporation Person controlling such the Lender with any Capital Adequacy Regulation Regulation, affects or would affect the amount of capital or liquidity required or expected to be maintained by such the Lender or any corporation Person controlling such the Lender and (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy and such Lender’s desired return on capital) determines that the amount of such capital or liquidity is increased as a consequence of its Commitment, Loans Loans, credits or obligations under this Agreement, then, upon within 10 days after demand of such Lender to the Borrower Company through the Administrative Agent, the Borrower Company shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such increase.
(c) Notwithstanding the foregoing provisions of this Section 4.03, if any Lender fails to notify the Borrower of any event or circumstance which will entitle such Lender to compensation pursuant to this Section 4.03 within 60 days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be entitled to compensation from the Borrower for any amount arising prior to the date which is 60 days before the date on which such Lender notifies the Borrower of such event or circumstance (except that, if the event or circumstance giving rise to such compensation is retroactive, then the 60-day period referred to above shall be extended to include the period of retroactive effect thereof).
Appears in 1 contract
Sources: Credit Agreement (Smith a O Corp)
Increased Costs and Reduction of Return. (a) If any Lender determines shall determine that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar LIBOR Rate) in or in the interpretation of any law or regulation or (ii) the compliance by such Lender with any guideline guideline, or request from any central bank or other Governmental Authority governmental authority (whether or not having the force of law)) issued after January 31, 1997, there shall be any increase in the cost to such Lender of agreeing to make or making, funding, converting to, continuing or maintaining any Eurodollar Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate or participating in any Letter of Credit, or, in the case of any Issuing Lender, any increase in the cost to such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter LIBOR Rate Loans (other than changes in the rate of Credittaxes on the overall net income of Lender), then Lender shall give notice of such determination to Borrower, and Borrower shall have the option either (iii) to immediately convert all outstanding LIBOR Rate Loans to Base Rate Loans in accordance with Article II or (iv) Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent)therefor by Lender, pay to the Administrative Agent for the account of Lender such Lender, additional amounts as are sufficient to compensate such Lender for such increased costcosts. If Borrower elects to convert to Base Rate Loans, it shall nevertheless be liable for any increased costs incurred by Lender regarding LIBOR Rate Loans accrued prior to the date of conversion.
(b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulationcapital adequacy regulation, (ii) any change in any Capital Adequacy Regulationcapital adequacy regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation capital adequacy regulation by any central bank or other Governmental Authority governmental authority charged with the interpretation or administration thereof, or (iv) compliance by such Lender (or its Lending Office) or any corporation controlling such Lender the Lender, with any Capital Adequacy Regulation capital adequacy regulation; affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation controlling such Lender and (taking into consideration such Lender’s 's or such corporation’s corporations' policies with respect to capital adequacy and such Lender’s 's desired return on capital) determines that the amount of such capital or liquidity is increased as a consequence of its Commitmentcommitment to make the Loan, Loans credits or other obligations under this Agreement, then, upon demand then Lender shall give notice of such Lender determination to the Borrower through the Administrative AgentBorrower, the and Borrower shall have the option either (v) to immediately convert all outstanding LIBOR Rate Loans to Base Rate Loans in accordance with Article II or (vi) to pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such increase.
(c) Notwithstanding the foregoing provisions of this Section 4.03, if any Lender fails to notify the Borrower of any event or circumstance which will entitle such Lender to compensation pursuant to this Section 4.03 within 60 days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be entitled to compensation from the Borrower for any amount arising prior to the date which is 60 days before the date on which such Lender notifies the Borrower of such event or circumstance (except that, if the event or circumstance giving rise to such compensation is retroactive, then the 60-day period referred to above shall be extended to include the period of retroactive effect thereof).
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Lender determines shall determine that, due to either (i) the introduction of of, or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in in, or in the interpretation of, any Requirement of any law or regulation Law or (ii) the compliance by such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the case of either clause (i) or (ii) subsequent to the date hereof, (x) there shall be any increase in the cost to such Lender of agreeing to make or making, funding, converting to, continuing or maintaining any Eurodollar Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate or participating in any Letter of Credit, or, in the case of any Issuing Lender, any increase in the cost to such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under SOFR Rate Loans or (y) the Lender shall be subject to any Letter Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (e) of Creditthe definition of Excluded 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, then the Borrower Borrowers shall be liable for, and shall from time to time, upon within thirty (30) days of demand therefor by such Lender (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costcosts or such Taxes; provided, that the Borrowers shall not be required to compensate any Lender pursuant to this Section 10.3(a) for any increased costs incurred more than 180 days prior to the date that such Lender notifies the Borrower Representative, in writing of the increased costs and of such Lender’s intention to claim compensation thereof; provided, further, that if the circumstance giving rise to such increased costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.
(b) If any Lender shall have determined that that:
(i) the introduction of any Capital Adequacy Regulation, ;
(ii) any change in any Capital Adequacy Regulation, ;
(iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or ; or
(iv) compliance by such Lender (or its Lending Office) or any corporation entity controlling such Lender the Lender, with any Capital Adequacy Regulation Regulation; affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation entity controlling such Lender and (taking into consideration such Lender’s or such corporation’s entities’ policies with respect to capital adequacy and such Lender’s desired return on capital) determines that the amount of such capital or liquidity is increased as a consequence of its CommitmentCommitment(s), Loans loans, credits or obligations under this Agreement, then, upon within thirty (30) days of demand of such Lender (with a copy to the Borrower through the Administrative Agent), the Borrower Borrowers shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender (or the entity controlling the Lender) for such increase.
(c) Notwithstanding ; provided, that the foregoing provisions of this Section 4.03, if Borrowers shall not be required to compensate any Lender fails to notify the Borrower of any event or circumstance which will entitle such Lender to compensation pursuant to this Section 4.03 within 60 days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be entitled to compensation from the Borrower 10.3(b) for any amount arising amounts incurred more than 180 days prior to the date which is 60 days before the date on which that such Lender notifies the Borrower Representative, in writing of the amounts and of such event or circumstance (except thatLender’s intention to claim compensation thereof; provided, further, that if the event or circumstance giving rise to such compensation increase is retroactive, then the 60180-day period referred to above shall be extended to include the period of retroactive effect thereof).
(c) Notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case in respect of this clause (ii) pursuant to Basel III, shall, in each case, be deemed to be a change in a Requirement of Law under Section 10.3(a) above and/or a change in Capital Adequacy Regulation under Section 10.3(b) above, as applicable, regardless of the date enacted, adopted or issued.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Lender Bank determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar RateOffshore Rate or in respect of the assessment rate payable by any Bank to the FDIC for insuring U.S. deposits) in or in the interpretation of any law or regulation or (ii) the compliance by such Lender that Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender Bank of agreeing to make or making, funding, converting to, continuing funding or maintaining any Eurodollar Offshore Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate Loans or participating in any Letter Letters of Credit, or, in the case of any Issuing LenderBank, any increase in the cost to such Issuing Lender Bank of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Borrower shall be liable for, and shall from time to time, upon within 30 days of demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such LenderBank, additional amounts as are sufficient to compensate such Lender Bank for such increased costcosts, provided that the -------- Borrower shall not be required to pay any such amount to the extent that such amount is reflected in changes in the Base Rate, the Offshore Rate or other fees or charges of such Bank.
(b) If any Lender Bank shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by such Lender the Bank (or its Lending Office) or any corporation controlling such Lender the Bank with any Capital Adequacy Regulation Regulation, affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender the Bank or any corporation controlling such Lender the Bank and (taking into consideration such Lender’s Bank's or such corporation’s 's policies with respect to capital adequacy and such Lender’s Bank's desired return on capital) determines that the amount of such capital or liquidity is increased as a consequence of its Commitmentloans, Loans credits or obligations under this Agreement, then, upon within 30 days of demand of such Lender Bank to the Borrower through the Administrative Agent, the Borrower shall pay to such Lenderthe Bank, from time to time as specified by such Lenderthe Bank, additional amounts sufficient to compensate such Lender the Bank for such increase.
(c) Notwithstanding the foregoing provisions of this Section 4.03, if any Lender fails to notify provided that the Borrower of any event or circumstance which will entitle such Lender to compensation pursuant to this Section 4.03 within 60 days after such Lender obtains knowledge of such event or circumstance, then such Lender -------- shall not be entitled required to compensation from the Borrower for pay any such amount arising prior to the date which extent that such amount is 60 days before reflected in changes in the date on which such Lender notifies the Borrower of such event or circumstance (except that, if the event or circumstance giving rise to such compensation is retroactive, then the 60-day period referred to above shall be extended to include the period of retroactive effect thereof)Base Rate.
Appears in 1 contract
Sources: Credit Agreement (Atmos Energy Corp)
Increased Costs and Reduction of Return. (a) If any Lender determines that, that due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in or in the interpretation of any law or regulation after the date hereof, or (ii) the compliance by such that Lender with any guideline adopted or request received from any central bank or other Governmental Authority after the date hereof (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding, converting to, continuing or maintaining any Eurodollar Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate or participating in any Letter of Credit, or, in the case of any Issuing Lender, any increase in the cost to such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditLIBOR Rate Loans, then the Borrower Borrowers shall jointly and severally be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costcosts.
(b) If any Lender shall have determined that (i) the introduction after the date hereof of any Capital Adequacy Regulation, (ii) any change after the date hereof in any Capital Adequacy Regulation, (iii) any change after the date hereof in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by such Lender (or its Lending Office) or any corporation or other entity controlling such Lender with any Capital Adequacy Regulation adopted after the date hereof, affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and (taking into consideration such Lender’s 's or such corporation’s 's or other entity's policies with respect to capital adequacy and such Lender’s 's desired return on capital) determines that the amount of such capital or liquidity is increased as a consequence of its CommitmentCommitments, Loans loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Borrower Borrowers through the Administrative Agent, the Borrower Borrowers shall jointly and severally pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such increase.
(c) Notwithstanding the foregoing provisions of this Section 4.03, if any Lender fails to notify the Borrower of any event or circumstance which will entitle such Lender to compensation pursuant to this Section 4.03 within 60 days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be entitled to compensation from the Borrower for any amount arising prior to the date which is 60 days before the date on which such Lender notifies the Borrower of such event or circumstance (except that, if the event or circumstance giving rise to such compensation is retroactive, then the 60-day period referred to above shall be extended to include the period of retroactive effect thereof).
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Lender Bank determines that, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in Offshore Rate or in respect of the interpretation of assessment rate payable by any law Bank to the FDIC for insuring U.S. deposits or regulation any change introduced prior to the Closing Date) or (ii) the compliance by such Lender that Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) (other than any guideline or request introduced prior to the Closing Date), there shall be any increase in the cost to such Lender of agreeing to make or making, funding, converting to, continuing or maintaining any Eurodollar Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate or participating in any Letter of Credit, or, in the case of any Issuing Lender, any increase in the cost to such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or Bank of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditOffshore Rate Loans, then the applicable Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Applicable Agent for the account of such LenderBank, additional amounts as are sufficient to compensate such Lender Bank for such increased costcosts; provided that no -------- Bank shall be entitled to obtain compensation with respect to any period prior to six (6) months prior to making such demand.
(b) If the introduction of or any Lender change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any law or regulation, or the compliance with any guideline or request imposed or made from any central bank or other governmental authority or quasi-governmental authority exercising control over banks or financial institutions generally (whether or not having the force of law) any reserve (including, without limitation, any reserve requirement imposed under the Bank Act (Canada) or the Regulations thereunder), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Facility A Canadian Bank's applicable lending office shall be imposed on or deemed applicable or any other condition affecting Drafts or Bankers' Acceptances or such Facility A Canadian Bank's obligation to accept Drafts shall be imposed on such Facility A Canadian Bank or its applicable lending office, in any such case after the Closing Date; and, as a result thereof, there shall be any increase in the cost to such Facility A Canadian Bank of agreeing to accept or accepting, funding or maintaining Drafts or Bankers' Acceptances, or there shall be a reduction in the amount received or receivable by such Facility A Canadian Bank or its applicable lending office, then Medis shall from time to time, upon written notice from and demand by such Facility A Canadian Bank (with a copy of such notice to the Company, the Canadian Administrative Agent and the Agent), pay to the Canadian Administrative Agent, for the account of such Facility A Canadian Bank, within five (5) Business Days after the date specified in such notice and demand, additional amounts sufficient to indemnify such Facility A Canadian Bank against such increased cost; provided, however, that neither Borrower shall have any -------- ------- liability to a Facility A Canadian Bank under this subsection 3.3(b) with respect to the imposition of any withholding tax to the extent Borrowers are not required to make payments to such Facility A Canadian Bank with respect to the imposition of such withholding tax under Section 3.1; provided further that a -------- ------- Facility A Canadian Bank shall not be entitled to avail itself of the benefit of this subsection 3.3(b) to the extent that any such increased cost or reduction was incurred more than six (6) months prior to the time it gives notice to Medis. A certificate as to the amount of such increased cost submitted to Medis, the Company, the Canadian Administrative Agent and the Agent by a Facility A Canadian Bank, shall, except for manifest or demonstrable error, be final, conclusive and binding for all purposes.
(c) If any Bank shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by such Lender the Bank (or its Lending Office) or any corporation controlling such Lender the Bank with any Capital Adequacy Regulation Regulation, in any such case, after the Closing Date, affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender the Bank or any corporation controlling such Lender the Bank and (taking into consideration such Lender’s Bank's or such corporation’s 's policies with respect to capital adequacy and such Lender’s Bank's desired return on capital) determines that the amount of such capital or liquidity is increased as a consequence of its CommitmentCommitments, Loans loans, credits or obligations under this Agreement, then, upon demand of such Lender Bank to the applicable Borrower through the Administrative Applicable Agent, the such Borrower shall pay to such Lenderthe Bank, from time to time as specified by such Lenderthe Bank, additional amounts sufficient to compensate such Lender the Bank for such increase.
(c) Notwithstanding the foregoing provisions of this Section 4.03, if any Lender fails to notify the Borrower of any event or circumstance which will entitle such Lender to compensation pursuant to this Section 4.03 within 60 days after such Lender obtains knowledge of such event or circumstance, then such Lender ; provided no Bank shall not be entitled to compensation from the Borrower for -------- receive additional amounts with respect to any amount arising period prior to the date which is 60 days before the date on which six (6) months prior to making such Lender notifies the Borrower of such event or circumstance (except that, if the event or circumstance giving rise to such compensation is retroactive, then the 60-day period referred to above shall be extended to include the period of retroactive effect thereof)demand.
Appears in 1 contract
Sources: Credit Agreement (McKesson Hboc Inc)
Increased Costs and Reduction of Return. (a) If any Lender determines or L/C Issuer shall determine that, due to either (i) the introduction of of, or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in in, or in the interpretation of of, any law or regulation or (ii) the compliance by such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the case of either clause (i) or (ii) subsequent to the date hereof, there shall be any increase in the cost to such Lender of agreeing to make or making, funding, converting to, continuing or maintaining any Eurodollar Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate or participating in any Letter of Credit, or, in the case of any Issuing Lender, any increase in the cost to such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or L/C Issuer of agreeing to make or making, funding or maintaining any unpaid drawing under LIBOR Rate Loans or of issuing or maintain any Letter of Credit, then the Borrower Borrowers shall be liable for, and shall from time to time, upon within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such LenderLender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costcosts; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the increased costs and of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the circumstance giving rise to such increased costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.
(b) If any Lender or L/C Issuer shall have determined that that:
(i) the introduction of any Capital Adequacy Regulation, ;
(ii) any change in any Capital Adequacy Regulation, ;
(iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or ; or
(iv) compliance by such Lender or L/C Issuer (or its Lending Office) or any corporation entity controlling such the Lender or L/C Issuer pursuant to the order of any Governmental Authority issued after the date hereof, with any Capital Adequacy Regulation Regulation; affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or L/C Issuer or any corporation entity controlling such Lender or L/C Issuer and (taking into consideration such Lender’s or such corporation’s entities’ policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital or liquidity is increased as a consequence of its CommitmentCommitment(s), Loans loans, credits or obligations under this Agreement, then, upon within thirty (30) days of demand of such Lender or L/C Issuer (with a copy to the Borrower through the Administrative Agent), the Borrower Borrowers shall pay to such LenderLender or L/C Issuer, from time to time as specified by such LenderLender or L/C Issuer, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase.
(c) Notwithstanding ; provided, that the foregoing provisions of this Section 4.03, if Borrowers shall not be required to compensate any Lender fails to notify the Borrower of any event or circumstance which will entitle such Lender to compensation L/C Issuer pursuant to this Section 4.03 within 60 days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be entitled to compensation from the Borrower for any amount arising amounts incurred more than 180 days prior to the date which is 60 days before the date on which that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the amounts and of such event Lender’s or circumstance (except thatL/C Issuer’s intention to claim compensation thereof; provided, further, that if the event or circumstance giving rise to such compensation increase is retroactive, then the 60180-day period referred to above shall be extended to include the period of retroactive effect thereof).
Appears in 1 contract
Sources: Credit Agreement (Akorn Inc)
Increased Costs and Reduction of Return. (a) If any Lender reasonably determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Offshore Rate) after the date hereof in or in the interpretation of any law or regulation by a Governmental Authority or (ii) compliance by such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law)) adopted, issued or delivered after the date hereof, there shall be any increase in the cost to such Lender (excluding any Taxes, Other Taxes or taxes imposed on or measured by the net income of agreeing to make or making, funding, converting to, continuing or maintaining any Eurodollar Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate or participating in any Letter of Credit, or, in the case of any Issuing such Lender, any increase in the cost to such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or and franchise taxes and similar taxes) of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditOffshore Rate Loan, then the Borrower Company shall be liable for, and shall from time to time, upon within 15 days after demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased cost.
(b) If any Lender shall have reasonably determined that (i) the introduction after the date hereof of any Capital Adequacy Regulation, (ii) any change after the date hereof in any Capital Adequacy Regulation, (iii) any change after the date hereof in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by such Lender (or its Lending Office) or any corporation controlling such Lender with any Capital Adequacy Regulation (excluding any Capital Adequacy Regulation as in effect on the date hereof) affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation controlling such Lender and (taking into consideration such Lender’s 's or such corporation’s 's policies with respect to capital adequacy and such Lender’s 's desired return on capital) reasonably determines that the amount of such capital or liquidity is increased as a consequence of its Commitment, Loans or obligations under this Agreement, then, upon demand of such Lender to the Borrower Company through the Administrative Agent, the Borrower Company shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such increase.
(c) Notwithstanding the foregoing provisions of this Section 4.033.3, if any Lender fails to notify the Borrower Company in writing of any event or circumstance which will entitle such Lender to compensation pursuant to this Section 4.03 3.3 within 60 90 days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be entitled to compensation from the Borrower Company for any amount arising prior to the date which is 60 90 days before the date on which such Lender notifies the Borrower Company of such event or circumstance (except that, if the event or circumstance giving rise to such compensation is retroactive, then the 60-day period referred to above shall be extended to include the period of retroactive effect thereof)circumstance.
Appears in 1 contract
Sources: Term Loan Agreement (Pactiv Corp)
Increased Costs and Reduction of Return. (a) If any Lender determines shall determine that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in or in the interpretation of any law or regulation after the Closing Date or (ii) the compliance by such Lender with any guideline or request from any central bank or other Governmental Authority issued after the Closing Date (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding, converting to, continuing or maintaining any Eurodollar Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate or participating in any Letter of Credit, or, in the case of any Issuing Lender, any increase in the cost to such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditLIBOR Rate Revolving Loans, then the Borrower shall be liable for, and shall from time to time, upon demand therefor by such Lender (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costcosts.
(b) If any Lender shall have determined that that:
(i) the introduction of any Capital Adequacy Regulation, Regulation after the Closing Date;
(ii) any change in any Capital Adequacy Regulation, Regulation after the Closing Date;
(iii) any change after the Closing Date in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or ; or
(iv) compliance by such the Lender (or its Lending Office) or any corporation controlling such Lender the Lender, with any Capital Adequacy Regulation issued after the Closing Date; affects or would affect the amount of capital or liquidity required or expected to be maintained by such the Lender or any corporation controlling such the Lender and (taking into consideration such Lender’s 's or such corporation’s 's policies with respect to capital adequacy and such Lender’s 's desired return on capital) determines that the amount of such capital or liquidity is increased as a consequence of its CommitmentRevolving Loan Commitment(s), Loans Revolving Loans, credits or obligations under this Agreement, then, upon demand of such Lender (with a copy to the Borrower through the Administrative Agent), the Borrower shall pay to such the Lender, from time to time as specified by such the Lender, additional amounts sufficient to compensate such the Lender for such increase.
(c) Notwithstanding Before giving any notice to the foregoing provisions of this Section 4.03, if any Lender fails to notify the Borrower of any event or circumstance which will entitle such Lender to compensation Administrative Agent pursuant to this Section 4.03 within 60 days after such Lender obtains knowledge of such event or circumstance3.3, then such the affected Lender shall not designate a different Lending Office with respect to its LIBOR Rate Revolving Loans if such designation will avoid the need for giving such notice or making such demand and will not, in the judgment of the Lender, be entitled to compensation from the Borrower for any amount arising prior illegal or otherwise materially disadvantageous to the date which is 60 days before the date on which such Lender notifies the Borrower of such event or circumstance (except that, if the event or circumstance giving rise to such compensation is retroactive, then the 60-day period referred to above shall be extended to include the period of retroactive effect thereof)Lender.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Lender determines Bank shall determine that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the CD Rate or the Eurodollar RateRate or in respect of the assessment rate payable by any Bank to the FDIC for insuring U.S. Deposits) in or in the interpretation of any law or regulation or (ii) the compliance by such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender Bank or any corporation controlling such Bank of agreeing to make or making, funding, converting to, continuing funding or maintaining any Eurodollar Rate Loan Loans or Base CD Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate Loans or participating in any Letter Letters of Credit, or, in the case of any the Issuing LenderBank, any increase in the cost to such the Issuing Lender Bank of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Borrower Company shall be liable for, and shall from time to time, upon demand therefor by such Bank (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such LenderBank, additional amounts as are sufficient to compensate such Lender Bank for such increased costcosts.
(b) If any Lender Bank shall have determined that (i) the introduction of any Capital Adequacy Regulationapplicable law, (ii) rule, regulation or guideline regarding capital adequacy, or any change in any Capital Adequacy Regulation, (iii) therein or any change in the interpretation or administration of any Capital Adequacy Regulation thereof by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by such Lender the Bank (or its Lending Office) or any corporation controlling such Lender the Bank, with any Capital Adequacy Regulation request, guideline or directive regarding capital adequacy (whether or not having the force of law) of any such central bank or other authority, affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender the Bank or any corporation controlling such Lender the Bank and (taking into consideration such Lender’s Bank's or such corporation’s 's policies with respect to capital adequacy and such Lender’s Bank's desired return on capital) determines that the amount of such capital or liquidity is increased as a at consequence of its CommitmentCommitments, Loans loans, credits or obligations under this Agreement, then, upon demand of such Lender Bank (with a copy of such demand to the Borrower through the Administrative Agent), the Borrower Company shall immediately pay to such Lenderthe Bank, from time to time as specified by such Lenderthe Bank, additional amounts sufficient to compensate such Lender the Bank for such increase.
. In determining any amount due under subsection (ca) Notwithstanding the foregoing provisions or (b) of this Section 4.03Section, if the affected Bank may use any Lender fails reasonable averaging and attribution methods. No Bank shall be able to notify the Borrower of recover any event or circumstance which will entitle such Lender to compensation pursuant to amounts under this Section 4.03 within 60 where such amounts were incurred or accrued more than 180 days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be entitled to compensation from the Borrower for any amount arising prior to the date which demand for such amounts is 60 days before given to the date on which such Lender notifies the Borrower of such event or circumstance (except that, if the event or circumstance giving rise to such compensation is retroactive, then the 60-day period referred to above shall be extended to include the period of retroactive effect thereof)Company.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Lender determines or L/C Issuer shall determine that, due to either (i) the introduction of of, or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in in, or in the interpretation of, any Requirement of any law or regulation Law or (ii) the compliance by such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the case of either clause (i) or (ii) subsequent to the Initial Closing Date, (x) there shall be any increase in the cost to such Lender of agreeing to make or making, funding, converting to, continuing or maintaining any Eurodollar Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate or participating in any Letter of Credit, or, in the case of any Issuing Lender, any increase in the cost to such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or L/C Issuer of agreeing to make or making, funding or maintaining any unpaid drawing under LIBOR Rate Loans or of Issuing or maintaining any Letter of CreditCredit or (y) the Lender or L/C Issuer shall be subject to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded 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, then the Borrower Borrowers shall be liable for, and shall from time to time, upon within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such LenderLender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costcosts or such Taxes; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the increased costs and of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the circumstance giving rise to such increased costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.
(b) If any Lender or L/C Issuer shall have determined that that:
(i) the introduction of any Capital Adequacy Regulation, ;
(ii) any change in any Capital Adequacy Regulation, ;
(iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or ; or
(iv) compliance by such Lender or L/C Issuer (or its Lending Office) or any corporation entity controlling such the Lender or L/C Issuer, with any Capital Adequacy Regulation Regulation; affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or L/C Issuer or any corporation entity controlling such Lender or L/C Issuer and (taking into consideration such Lender’s or such corporation’s entities’ policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital or liquidity is increased as a consequence of its CommitmentCommitment(s), Loans loans, credits or obligations under this Agreement, then, upon within thirty (30) days of demand of such Lender or L/C Issuer (with a copy to the Borrower through the Administrative Agent), the Borrower Borrowers shall pay to such LenderLender or L/C Issuer, from time to time as specified by such LenderLender or L/C Issuer, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase.
(c) Notwithstanding ; provided, that the foregoing provisions of this Section 4.03, if Borrowers shall not be required to compensate any Lender fails to notify the Borrower of any event or circumstance which will entitle such Lender to compensation L/C Issuer pursuant to this Section 4.03 within 60 days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be entitled to compensation from the Borrower for any amount arising amounts incurred more than 180 days prior to the date which is 60 days before the date on which that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the amounts and of such event Lender’s or circumstance (except thatL/C Issuer’s intention to claim compensation thereof; provided, further, that if the event or circumstance giving rise to such compensation increase is retroactive, then the 60180-day period referred to above shall be extended to include the period of retroactive effect thereof).
(c) Notwithstanding anything herein to the contrary, (i) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case in respect of this clause (ii) pursuant to Basel III, shall, in each case, be deemed to be a change in a Requirement of Law under Section 10.3(a) above and/or a change in Capital Adequacy Regulation under Section 10.3(b) above, as applicable, regardless of the date enacted, adopted or issued.
Appears in 1 contract
Sources: Credit Agreement (Cryolife Inc)
Increased Costs and Reduction of Return. (a) If any the Lender determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in or in the interpretation of any law or regulation regulation, in each case after the date hereof, or (ii) the compliance by such the Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law)) after the date hereof, there shall be any increase in the cost to such the Lender of agreeing to make or making, funding, converting to, continuing or maintaining any Eurodollar Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate or participating in any Letter of Credit, or, in the case of any Issuing Lender, any increase in the cost to such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditCredit Extensions, then the Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to by the Administrative Agent)Lender, pay to the Administrative Agent for the account of such Lender, Lender additional amounts as are sufficient to compensate such the Lender for such increased costcosts in connection with the Obligations; provided that, to the extent such increased costs are not specifically related to the Obligations, the Lender may not charge the Borrower under this Section 3.3(a) materially more than it is charging other similar customers of the Lender; provided further that the Borrower shall not be obligated to pay any additional amounts which were incurred by the Lender more than 90 days prior to the date of such request.
(b) If any the Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by such the Lender (or its Lending Office) or any corporation controlling such the Lender with any Capital Adequacy Regulation Regulation, in each case after the date hereof, affects or would affect the amount of capital or liquidity required or expected to be maintained by such the Lender or any corporation controlling such the Lender and (taking into consideration such the Lender’s or such corporation’s policies with respect to capital adequacy and such the Lender’s desired return on capital) determines that the amount of such capital or liquidity is increased or its rate of return is decreased as a consequence of its the Commitment, Loans Credit Extensions, or obligations under this AgreementAgreement to the Borrower, then, upon demand of such the Lender to the Borrower through the Administrative AgentBorrower, the Borrower shall pay to such the Lender, from time to time as specified by such the Lender, additional amounts sufficient to compensate such the Lender for such increase; provided that, to the extent such increased costs are not specifically related to the Obligations, the Lender may not charge the Borrower under this Section 3.3(b) materially more than it is charging other similar customers of the Lender; provided further that the Borrower shall not be obligated to pay any additional amounts which were incurred by the Lender more than 90 days prior to the date of such request.
(c) Notwithstanding In the foregoing provisions event that after the Effective Date the Lender shall be required to comply with any reserve ratio requirement or analogous requirement of this Section 4.03any other central banking or financial regulatory authority imposed in respect of the maintenance of the Commitment, if any Lender fails to notify the Borrower shall pay to the Lender an amount equal to the actual cost allocated to the Commitment by the Lender (as determined by the Lender in good faith, which determination shall be conclusive absent manifest error), within 10 days from its receipt of any event or circumstance which will entitle such Lender to compensation pursuant to this Section 4.03 within 60 days after such Lender obtains knowledge notice of such event or circumstance, then such Lender shall not be entitled to compensation additional costs from the Borrower for any amount arising prior to the date which is 60 days before the date on which such Lender notifies the Borrower of such event or circumstance (except that, if the event or circumstance giving rise to such compensation is retroactive, then the 60-day period referred to above shall be extended to include the period of retroactive effect thereof)Lender.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Lender determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in or in the interpretation of any law or regulation or (ii) the compliance by such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in either case after the date of this Agreement there shall be any increase in the cost to such Lender of agreeing to make or making, funding, converting to, continuing funding or maintaining any Eurodollar LIBOR Rate Committed Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate or participating in any Letter Letters of Credit, or, in the case of any Issuing the L/C Lender, any increase in the cost to such Issuing the L/C Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Borrower Borrowers shall be liable for, and shall from time to time, upon demand (with which demand shall contain a reasonably detailed calculation of any relevant costs and shall be conclusive and binding in the absence of manifest error, and a copy of such demand to thereof shall be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costcosts; provided, however, that CH Borrower shall only be liable for those additional amounts relating to the Obligations of CH Borrower and each CH Foreign Subsidiary.
(b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by such Lender (or its Lending Office) or any corporation controlling such Lender with any Capital Adequacy Regulation Regulation, in each case after the date of this Agreement, affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation controlling such Lender and (taking into consideration such Lender’s 's or such corporation’s 's policies with respect to capital adequacy and such Lender’s desired return on capitaladequacy) determines that the amount of such capital or liquidity is increased as a consequence of its Commitment, Loans Loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Borrower Borrowers through the Administrative Agent, the Borrower Borrowers shall pay to such Lender, from time to time as specified by such Lender, additional amounts reasonably sufficient to compensate such Lender for such increase; provided, however, that CH Borrower shall only be liable for those additional amounts relating to the Obligations of CH Borrower and each CH Foreign Subsidiary. A statement of such Lender as to any such additional amount or amounts (including calculations thereof in reasonable detail), in the absence of manifest error, shall be conclusive and binding on the Borrowers. In determining such amount or amounts, such Lender may use any method of averaging and attribution that it (in its sole and absolute discretion) shall deem applicable.
(c) Notwithstanding the foregoing provisions of Nothing in this Section 4.03, if 4.3 shall obligate any Lender fails Loan Party to notify the Borrower make any payments with respect to Taxes of any event or circumstance which will entitle such Lender to compensation pursuant to this Section 4.03 within 60 days after such Lender obtains knowledge of such event or circumstancesort, then such Lender shall not be entitled to compensation from the Borrower indemnification for any amount arising prior to the date which is 60 days before the date on which such Lender notifies the Borrower of such event or circumstance (except that, if the event or circumstance giving rise to such compensation is retroactive, then the 60-day period referred to above shall be extended to include the period of retroactive effect thereof)governed by Section 4.1.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Lender determines shall determine that, due to either (i) the introduction of of, or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in in, or in the interpretation of, any Requirement of any law or regulation Law or (ii) the compliance by such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the case of either clause (i) or (ii) subsequent to the date hereof, (x) there shall be any increase in the cost to such Lender of agreeing to make or making, funding, converting to, continuing or maintaining any Eurodollar Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate or participating in any Letter of Credit, or, in the case of any Issuing Lender, any increase in the cost to such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under SOFR Rate Loans or (y) the Lender shall be subject to any Letter Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (e) of Creditthe definition of Excluded 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, then the Borrower Borrowers shall be liable for, and shall from time to time, upon within thirty (30) days of demand therefor by such Lender (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costcosts or such Taxes; provided, that the Borrowers shall not be required to compensate any Lender pursuant to this Section 10.3(a) for any increased costs incurred more than 180 days prior to the date that such ▇▇▇▇▇▇ notifies the Borrower Representative, in writing of the increased costs and of such ▇▇▇▇▇▇’s intention to claim compensation thereof; provided, further, that if the circumstance giving rise to such increased costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.
(b) If any Lender shall have determined that that:
(i) the introduction of any Capital Adequacy Regulation, ;
(ii) any change in any Capital Adequacy Regulation, ;
(iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or ; or
(iv) compliance by such Lender (or its Lending Office) or any corporation entity controlling such Lender the Lender, with any Capital Adequacy Regulation Regulation; affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation entity controlling such Lender and (taking into consideration such Lender’s or such corporation’s entities’ policies with respect to capital adequacy and such Lender’s desired return on capital) determines that the amount of such capital or liquidity is increased as a consequence of its CommitmentCommitment(s), Loans loans, credits or obligations under this Agreement, then, upon within thirty (30) days of demand of such Lender (with a copy to the Borrower through the Administrative Agent), the Borrower Borrowers shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender (or the entity controlling the Lender) for such increase.
(c) Notwithstanding ; provided, that the foregoing provisions of this Section 4.03, if Borrowers shall not be required to compensate any Lender fails to notify the Borrower of any event or circumstance which will entitle such Lender to compensation pursuant to this Section 4.03 within 60 days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be entitled to compensation from the Borrower 10.3(b) for any amount arising amounts incurred more than 180 days prior to the date which is 60 days before the date on which that such Lender notifies the Borrower Representative, in writing of the amounts and of such event or circumstance (except that▇▇▇▇▇▇’s intention to claim compensation thereof; provided, further, that if the event or circumstance giving rise to such compensation increase is retroactive, then the 60180-day period referred to above shall be extended to include the period of retroactive effect thereof).
(c) Notwithstanding anything herein to the contrary, (i) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case in respect of this clause (ii) pursuant to Basel III, shall, in each case, be deemed to be a change in a Requirement of Law under Section 10.3(a) above and/or a change in Capital Adequacy Regulation under Section 10.3(b) above, as applicable, regardless of the date enacted, adopted or issued.
Appears in 1 contract
Sources: Senior Credit Facility (Black Rock Coffee Bar, Inc.)
Increased Costs and Reduction of Return. (a) If any Lender determines or L/C Issuer shall determine that, due to either (i) the introduction of of, or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in in, or in the interpretation of of, any law or regulation or (ii) the compliance by such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the case of either clause (i) or (ii) subsequent to the date hereof, there shall be any increase in the cost to such Lender of agreeing to make or making, funding, converting to, continuing or maintaining any Eurodollar Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate or participating in any Letter of Credit, or, in the case of any Issuing Lender, any increase in the cost to such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or L/C Issuer of agreeing to make or making, funding or maintaining any unpaid drawing under LIBOR Rate Loans or of issuing or maintaining any Letter of Credit, then the Borrower shall be liable for, and shall from time to time, upon within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such LenderLender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costcosts; provided, that the Borrower shall not be required to compensate any Lender or L/C Issuer pursuant to this subsection 10.3(a) for any increased costs (i) that are incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower, in writing of the increased costs and of such Lender’s or L/C Issuer’s intention to claim compensation thereof or (ii) that constitute Indemnified Taxes or Excluded Taxes; provided, further, that if the circumstance giving rise to such increased costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.
(b) If any Lender or L/C Issuer shall have determined that that:
(i) the introduction of any Capital Adequacy Regulation, ;
(ii) any change in any Capital Adequacy Regulation, ;
(iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or ; or
(iv) compliance by such Lender or L/C Issuer (or its Lending Office) or any corporation entity controlling such the Lender or L/C Issuer, with any Capital Adequacy Regulation Regulation; affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or L/C Issuer or any corporation entity controlling such Lender or L/C Issuer and (taking into consideration such Lender’s or such corporation’s entities’ policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital or liquidity is increased as a consequence of its CommitmentCommitment(s), Loans loans, credits or obligations under this Agreement, then, upon within thirty (30) days of demand of such Lender or L/C Issuer (with a copy to the Borrower through the Administrative Agent), the Borrower shall pay to such LenderLender or L/C Issuer, from time to time as specified by such LenderLender or L/C Issuer, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase.
(c) Notwithstanding ; provided, that the foregoing provisions of this Section 4.03, if Borrower shall not be required to compensate any Lender fails to notify the Borrower of any event or circumstance which will entitle such Lender to compensation L/C Issuer pursuant to this Section 4.03 within 60 days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be entitled to compensation from the Borrower subsection 10.3(b) for any amount arising amounts incurred more than 180 days prior to the date which is 60 days before the date on which that such Lender or L/C Issuer notifies the Borrower Borrower, in writing of the amounts and of such event Lender’s or circumstance (except thatL/C Issuer’s intention to claim compensation thereof; provided, further, that if the event or circumstance giving rise to such compensation increase is retroactive, then the 60180-day period referred to above shall be extended to include the period of retroactive effect thereof).
(c) Notwithstanding anything herein to the contrary, (i) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States of America or foreign regulatory authorities, in each case in respect of this clause (ii) pursuant to Basel III, shall, in each case, be deemed to be a change in a Requirement of Law under subsection (a) above and/or a change in Capital Adequacy Regulation under subsection (b) above, as applicable, regardless of the date enacted, adopted or issued.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Lender determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in or in the interpretation of any law or regulation or (ii) the compliance by such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in either case after the Closing Date, there shall be any increase in the cost to such Lender of agreeing to make or making, funding, converting to, continuing funding or maintaining any Eurodollar Rate LIBOR Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate or participating in any Letter Letters of Credit, or, in the case of any Issuing the L/C Lender, any increase in the cost to such Issuing the L/C Lender of agreeing to issueIssue, issuing Issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the each Applicable Borrower shall be liable for, and shall from time to time, upon within 15 Business Days of demand (with which demand shall contain a reasonably detailed calculation of any relevant costs and shall be conclusive and binding in the absence of manifest error, and a copy of such demand to thereof shall be sent to the Administrative Paying Agent), pay to the Administrative Paying Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costcosts.
(b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by such Lender (or its Lending Office) or any corporation controlling such Lender with any Capital Adequacy Regulation Regulation, in each case after the date of this Agreement, affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation controlling such Lender and (taking into consideration such Lender’s 's or such corporation’s 's policies with respect to capital adequacy and such Lender’s desired return on capitaladequacy) determines that the amount of such capital or liquidity is increased as a consequence of its Commitment, Loans Loans, credits or obligations under this Agreement, then, upon within 15 Business Days of demand of such Lender to the Applicable Borrower through the Administrative Paying Agent, the each Applicable Borrower shall pay to such Lender, from time to time as specified by such Lender, additional amounts reasonably sufficient to compensate such Lender for such increase. A statement of such Lender as to any such additional amount or amounts (including calculations thereof in reasonable detail), in the absence of manifest error, shall be conclusive and binding on each Applicable Borrower. In determining such amount or amounts, such Lender may use any method of averaging and attribution that it (in its sole and absolute discretion) shall deem applicable and that is not materially less favorable to each Applicable Borrower than to any of its other customers.
(c) Notwithstanding the foregoing provisions of Nothing in this Section 4.03, if 4.3 shall obligate any Lender fails Loan Party to notify the Borrower make any payments with respect to Taxes of any event or circumstance which will entitle such Lender to compensation pursuant to this Section 4.03 within 60 days after such Lender obtains knowledge of such event or circumstancesort, then such Lender shall not be entitled to compensation from the Borrower indemnification for any amount arising prior to the date which is 60 days before the date on which such Lender notifies the Borrower of such event or circumstance (except that, if the event or circumstance giving rise to such compensation is retroactive, then the 60-day period referred to above shall be extended to include the period of retroactive effect thereof)governed by Section 4.1.
Appears in 1 contract
Sources: Senior Secured Credit Agreement (Greif Brothers Corp)
Increased Costs and Reduction of Return. (a) If any Lender determines shall determine that, due to either (i) the introduction of of, or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in in, or in the interpretation of of, any law or regulation or (ii) the compliance by such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the case of either clause (i) or (ii) subsequent to the date hereof, there shall be any increase in the cost to such Lender of agreeing to make or making, funding, converting to, continuing or maintaining any Eurodollar Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate or participating in any Letter of Credit, or, in the case of any Issuing Lender, any increase in the cost to such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditLIBOR Rate Loans, then the Borrower Borrowers shall be liable for, and shall from time to time, upon within ten (10) days of demand therefor by such Lender (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costcosts; provided, that the Borrowers shall not be required to compensate any Lender pursuant to this Section for any increased costs incurred more than 270 days prior to the date that such Lender notifies the Borrower Representative, in writing of the increased costs and of such ▇▇▇▇▇▇’s intention to claim compensation thereof; provided, further, that if the circumstance giving rise to such increased costs is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof; provided, further, that notwithstanding anything to the contrary in this Section 10.3, it shall be a condition to a Lender’s exercise of its rights, if any, under this Section 10.3 that such Lender shall generally be exercising similar rights with respect to borrowers under similar agreements where available.
(b) If any Lender shall have determined that that:
(i) the introduction of any Capital Adequacy Regulation, ;
(ii) any change in any Capital Adequacy Regulation, ;
(iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or ; or
(iv) compliance by such Lender (or its Lending Office) or any corporation entity controlling such Lender the Lender, with any Capital Adequacy Regulation Regulation; affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation entity controlling such Lender and (taking into consideration such Lender’s or such corporation’s entities’ policies with respect to capital adequacy and such Lender’s desired return on capital) determines that the amount of such capital or liquidity is increased as a consequence of its CommitmentCommitment(s), Loans loans, credits or obligations under this Agreement, then, upon within ten (10) days of demand of such Lender (with a copy to the Borrower through the Administrative Agent), the Borrower Borrowers shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender (or the entity controlling the Lender) for such increase.
(c) Notwithstanding ; provided, that the foregoing provisions of this Section 4.03, if Borrowers shall not be required to compensate any Lender fails to notify the Borrower of any event or circumstance which will entitle such Lender to compensation pursuant to this Section 4.03 within 60 days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be entitled to compensation from the Borrower for any amount arising amounts incurred more than 270 days prior to the date which is 60 days before the date on which that such Lender ▇▇▇▇▇▇ notifies the Borrower Representative, in writing of the amounts and of such event or circumstance (except that▇▇▇▇▇▇’s intention to claim compensation thereof; provided, further, that if the event or circumstance giving rise to such compensation increase is retroactive, then the 60270-day period referred to above shall be extended to include the period of retroactive effect thereof; provided, further, that notwithstanding anything to the contrary in this Section 10.3, it shall be a condition to a Lender’s exercise of its rights, if any, under this Section 10.3 that such Lender shall generally be exercising similar rights with respect to borrowers under similar agreements where available.
(c) This Section 10.3 shall not apply to increased costs with respect to any Taxes (which for purposes of this Section 10.3 shall include the items set forth in clauses (i), (ii) and (iii) of Section 10.1(a)), levels, imposts, deductions, charges or withholdings and liabilities with respect thereto, which shall be governed solely by Section 10.1, other than financial transaction Taxes, core capital Taxes or similar Taxes.
(d) Notwithstanding anything herein to the contrary, (i) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States of America or foreign regulatory authorities, in each case in respect of this clause (ii) pursuant to Basel III, shall, in each case, be deemed to be a change in a Requirement of Law under subsection (a) above and/or a change in Capital Adequacy Regulation under subsection (b) above, as applicable, regardless of the date enacted, adopted or issued.
Appears in 1 contract
Sources: Credit Agreement
Increased Costs and Reduction of Return. (a) If any Lender determines or L/C Issuer shall determine that, due to either (i) the introduction of of, or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in in, or in the interpretation of, any Requirement of any law or regulation Law or (ii) the compliance by such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the case of either clause (i) or (ii) subsequent to the date hereof, there shall be any increase in the cost to such Lender of agreeing to make or making, funding, converting to, continuing or maintaining any Eurodollar Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate or participating in any Letter of Credit, or, in the case of any Issuing Lender, any increase in the cost to such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or L/C Issuer of agreeing to make or making, funding or maintaining any unpaid drawing under LIBOR Rate Loans, or of Issuing or maintaining any Letter of Credit, then the applicable Borrower shall be liable for, and shall from time to time, upon within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such LenderLender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costcosts; provided, that such Borrower shall not be required to compensate any Lender or L/C Issuer pursuant to this subsection 10.3(a) for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the applicable Borrower, in writing of the increased costs and of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the circumstance giving rise to such increased costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.
(b) If any Lender or L/C Issuer shall have determined that that:
(i) the introduction of any Capital Adequacy Regulation, ;
(ii) any change in any Capital Adequacy Regulation, ;
(iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or ; or
(iv) compliance by such Lender or L/C Issuer (or its Lending Office) or any corporation entity controlling such the Lender or L/C Issuer, with any Capital Adequacy Regulation Regulation; affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or L/C Issuer or any corporation entity controlling such Lender or L/C Issuer and (taking into consideration such Lender’s or such corporation’s entities’ policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital or liquidity is increased as a consequence of its CommitmentRevolving Loan Commitment(s), Loans Canadian Revolving Loan Commitments, loans, credits or obligations under this Agreement, then, upon within thirty (30) days of demand of such Lender or L/C Issuer (with a copy to the Borrower through the Administrative Agent), the applicable Borrower shall pay to such LenderLender or L/C Issuer, from time to time as specified by such LenderLender or L/C Issuer, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase.
(c) Notwithstanding the foregoing provisions of this Section 4.03; provided, if that such Borrower shall not be required to compensate any Lender fails to notify the Borrower of any event or circumstance which will entitle such Lender to compensation L/C Issuer pursuant to this Section 4.03 within 60 days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be entitled to compensation from the Borrower subsection 10.3(b) for any amount arising amounts incurred more than 180 days prior to the date which is 60 days before the date on which that such Lender or L/C Issuer notifies the Borrower applicable Borrower, in writing of the amounts and of such event Lender’s or circumstance (except thatL/C Issuer’s intention to claim compensation thereof; provided, further, that if the event or circumstance giving rise to such compensation increase is retroactive, then the 60180-day period referred to above shall be extended to include the period of retroactive effect thereof).
(c) Notwithstanding anything herein to the contrary, (i) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be deemed to be a change in a Requirement of Law under subsection (a) above and/or a change in a Capital Adequacy Regulation under subsection (b) above, as applicable, regardless of the date enacted, adopted or issued and (ii) all requests, rules, guidelines or directives promulgated by the Bank of International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a change in a Requirement of Law under subsection (a) above and/or change in a Capital Adequacy Regulation under subsection (b) above, as applicable, regardless of the date enacted, adopted or issued.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Lender determines or L/C Issuer shall determine that, due to either (i) the introduction of of, or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate) in in, or in the interpretation of of, any law or regulation or (ii) the compliance by such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the case of either clause (i) or (ii) subsequent to the date hereof, there shall be any increase in the cost to such Lender of agreeing to make or making, funding, converting to, continuing or maintaining any Eurodollar Rate Loan or Base Rate Loan the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate or participating in any Letter of Credit, or, in the case of any Issuing Lender, any increase in the cost to such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or L/C Issuer of agreeing to make or making, funding or maintaining any unpaid drawing under LIBOR Rate Loans or of issuing or maintaining any Letter of Credit, then the Borrower Borrowers shall be liable for, and shall from time to time, upon within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such LenderLender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costcosts; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this subsection 10.3(a) for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the increased costs and of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the circumstance giving rise to such increased costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.
(b) If any Lender or L/C Issuer shall have determined that that:
(i) the introduction of any Capital Adequacy Regulation, ;
(ii) any change in any Capital Adequacy Regulation, ;
(iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or ; or
(iv) compliance by such Lender or L/C Issuer (or its Lending Office) or any corporation entity controlling such the Lender or L/C Issuer, with any Capital Adequacy Regulation Regulation; in the case of any of clauses (i) – (iv) subsequent to the date hereof, affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or L/C Issuer or any corporation entity controlling such Lender or L/C Issuer and (taking into consideration such Lender’s or such corporation’s entities’ policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital or liquidity is increased as a consequence of its CommitmentRevolving Loan Commitment(s), Loans loans, credits or obligations under this Agreement, then, upon within thirty (30) days of demand of such Lender or L/C Issuer (with a copy to the Borrower through the Administrative Agent), the Borrower Borrowers shall pay to such LenderLender or L/C Issuer, from time to time as specified by such LenderLender or L/C Issuer, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase.
(c) Notwithstanding ; provided, that the foregoing provisions of this Section 4.03, if Borrowers shall not be required to compensate any Lender fails to notify the Borrower of any event or circumstance which will entitle such Lender to compensation L/C Issuer pursuant to this Section 4.03 within 60 days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be entitled to compensation from the Borrower subsection 10.3(b) for any amount arising amounts incurred more than 180 days prior to the date which is 60 days before the date on which that such Lender or L/C Issuer notifies the Borrower Representative, in writing of the amounts and of such event Lender’s or circumstance (except thatL/C Issuer’s intention to claim compensation thereof; provided, further, that if the event or circumstance giving rise to such compensation increase is retroactive, then the 60180-day period referred to above shall be extended to include the period of retroactive effect thereof).
Appears in 1 contract
Sources: Credit Agreement (Talbots Inc)