Increased Costs and Reduction of Return. (a) If any Lender determines that, due to either (1) 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 the calculation of the LIBOR 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 after the date hereof of any law or regulation or (2) the compliance by that Lender with any guideline imposed or request 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 Lender of agreeing to make or making, funding or maintaining any LIBOR Loans, then the 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 costs. (b) If any Lender shall have determined that (1) the introduction after the date hereof of any Capital Adequacy Regulation, (2) any change after the date hereof in any Capital Adequacy Regulation, (3) 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 (4) compliance by the Lender (or its Lending Office) or any corporation controlling the Lender with any Capital Adequacy Regulation described in clauses (1) through (3) above, affects or would affect the amount of capital required or expected to be maintained by the Lender or any corporation controlling 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 is increased as a consequence of its Commitment, Loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Company through the Administrative Agent, the Company shall pay to the Lender, from time to time as specified by the Lender, additional amounts sufficient to compensate the Lender for such increase.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Lender determines that, due to either
either (1i) 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 the calculation of the LIBOR Rate or in respect of the assessment rate payable by any Lender to the FDIC for insuring U.S. depositsOffshore Rate) in or in the interpretation after the date hereof of any law or regulation or
or (2ii) the compliance by that such Lender with any guideline imposed or request made by 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 or maintaining any LIBOR LoansFixed Rate Loan, then the Company 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 costscost.
(b) If any Lender shall have determined that
that (1i) the introduction after the date hereof of any Capital Adequacy Regulation,
, (2ii) any change after the date hereof in any Capital Adequacy Regulation,
, (3iii) 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
or (4iv) compliance by the such Lender (or its Lending Office) or any corporation controlling the such Lender with any Capital Adequacy Regulation described in clauses (1) through (3) above, affects or would affect the amount of capital required or expected to be maintained by the such Lender or any corporation controlling the 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 is increased as a consequence of its Commitment, Loans, credits Loans or obligations under this Agreement, then, upon demand of such Lender to the Company Borrower through the Administrative Agent, the Company Borrower shall pay to the such Lender, from time to time as specified by the such Lender, additional amounts sufficient to compensate the such Lender for such increase.
(c) Notwithstanding the foregoing provisions of this Section 3.3, if any Lender fails to notify the Borrower of any event or circumstance which will entitle such Lender to compensation pursuant to this Section 3.3 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 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.
Appears in 1 contract
Sources: Bridge Credit Agreement (Lance Inc)
Increased Costs and Reduction of Return. (a) If any Lender or any LC Issuer reasonably and in good faith determines that, due to either
either (1x) the introduction after the date hereof of Change in Law or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the LIBOR 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 after the date hereof of any law or regulation or
(2y) the compliance by that Lender or that LC Issuer with any guideline imposed or request made by from any central bank or other Governmental Authority after the date hereof (whether or not having the force of law)) after the Closing Date, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any LIBOR LoansEurodollar Rate Loans or such LC Issuer agreeing to issue or issuing or participating in Facility LCs, in each case, including Taxes (other than (i) Taxes described in clauses (b), (c) and (d) of the definition of “Excluded Taxes”, (ii) Connection Income Taxes and (iii) Indemnified Taxes that are covered by Section 3.01) on its loans, loan principal, letters of credit, commitments or other obligations, or its deposits, reserves, liabilities or capital attributable thereto, then the Company Borrowers 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 LenderLender or such LC Issuer, additional amounts as are sufficient to compensate such Lender or such LC Issuer for such increased costs.
(b) If any Lender or any LC Issuer reasonably and in good faith shall have determined that
that (1i) the introduction after the date hereof of any Capital Adequacy Regulation,
, (2ii) any change after the date hereof in any Capital Adequacy Regulation,
, (3iii) 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
or (4iv) compliance by the Lender (or its Lending Office) or any corporation controlling the Lender with any Capital Adequacy Regulation described in clauses (1) through (3) above, affects or would affect the amount of capital required or expected to be maintained by the Lender LC Issuer or any corporation controlling the Lender and or the LC Issuer with any of the foregoing, in each case after the Closing Date, does or shall have the effect of reducing the rate of return on such Lender’s, such LC Issuer’s or such corporation’s capital as a consequence of such Lender’s or such LC Issuer’s obligations hereunder to a level below that which such Lender, such LC Issuer or such corporation could have achieved but for such change or compliance (taking into consideration such Lender’s, such LC Issuer’s or such corporation’s policies with respect to capital adequacy or liquidity) by an amount deemed by such Lender or such LC Issuer to be material, then from time to time, within thirty days after submission by such Lender or such LC Issuer to the Borrowers (through the Administrative Agent) of a written request therefor certifying (x) that one of the events described in this clause (b) has occurred and describing in reasonable detail the nature of such event, (y) as to the reduction of the rate of return on capital resulting from such event and (z) as to the additional amount or amounts demanded by such Lender’s desired return on capital) determines that , such LC Issuer or corporation and a reasonably detailed explanation of the amount of such capital is increased as a consequence of its Commitmentcalculation thereof, Loans, credits or obligations under this Agreement, then, upon demand of the Borrowers shall pay to such Lender or such LC Issuer such additional amount or amounts as will compensate such Lender, such LC Issuer or corporation for such reduction. Such a certificate as to the Company any additional amounts payable pursuant to this Section 3.03(b) submitted by such Lender or such LC Issuer, through the Administrative Agent, the Company shall pay to the Borrowers shall be conclusive in the absence of manifest error. Notwithstanding anything to the contrary in this Section 3.03(b), the Borrowers shall not be required to compensate a Lender or an LC Issuer pursuant to this Section 3.03(b) for any amounts incurred more than 270 days prior to the date that such Lender or such LC Issuer notifies the Borrowers of such Lender’s or such LC Issuer’s intention to claim compensation therefor; provided that, from time if the change in law giving rise to time as specified any such increased cost or reductions is retroactive, then the 270 day period referred to above shall be extended to include the period of retroactive effect thereof.
(c) Notwithstanding anything herein to the contrary, for all purposes of the Loan Documents, (i) the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder, issued in connection therewith or in implementation thereof and (ii) all requests, rules, guidelines or directives promulgated by the LenderBank for International Settlements, additional amounts sufficient the Basel Committee on Banking Supervision (or any successor or similar authority), or the United States or other regulatory authorities, in each case, pursuant to compensate Basel III, will in each case, regardless of the Lender for such increasedate adopted, issued, promulgated or implemented be deemed to have been a Change in Law adopted and to have taken effect after the Closing Date.
Appears in 1 contract
Sources: Credit Agreement (FGL Holdings)
Increased Costs and Reduction of Return. (a) If any Lender determines that, that due to either
any of (1i) 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 the calculation of the LIBOR 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 after the date hereof of any law or regulation or
(2including any law or regulation relating to Taxes (other than (x) Indemnified Taxes and (y) Excluded Taxes)), (ii) the compliance by that Lender with any guideline imposed or request made by from any central bank or other Governmental Authority after the date hereof (whether or not having the force of law), in each case of clauses (i) and (ii), after the later of the Agreement Date or the date such Lender became a party to this Agreement, (iii) compliance by that Lender with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or any request, rule, guideline or directive thereunder or issued in connection therewith (whether or not having the force of law), regardless of the date enacted, adopted or issued, or (iv) the compliance by that Lender with any 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 regulatory authorities, in each case pursuant to Basel III, regardless of the date enacted, adopted or issued, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any LIBOR Term SOFR Loans, then Daily SOFR Loans, Term ▇▇▇▇▇ Loans, EURIBOR Loans, Bank Bill Rate Loans or Base Rate Loans bearing interest based on the Company Foreign Base Rate, then, subject to clause (c) of this Section 5.3, the 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 costs.
(b) If any Lender shall have determined that
that (1i) the introduction after the date hereof of or compliance with any Capital Adequacy Regulation,
, (2ii) any change after the date hereof in any Capital Adequacy Regulation,
, (3iii) 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
in each case of clauses (4i) through (iii), after the later of the Agreement Date or the date such Lender became a party to this Agreement, (iv) compliance by that Lender with the Lender ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or any request, rule, guideline or directive thereunder or issued in connection therewith (whether or not having the force of law), regardless of the date enacted, adopted or issued, or (v) any requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or its Lending Officeany successor or similar authority) or United States regulatory authorities, in each case pursuant to Basel III, CRD IV or CRR, or any corporation controlling regulation that implements or applies CRD IV or CRR, regardless of the Lender with any Capital Adequacy Regulation described in clauses (1) through (3) abovedate enacted, adopted or issued affects or would affect the amount of capital required or expected to be maintained by the such Lender or any corporation or other entity controlling the 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 is increased as a consequence of its CommitmentCommitments, Loansloans, credits or obligations under this Agreement, then, upon demand of such Lender to the Company Borrowers’ Agent through the Administrative Agent, subject to clause (c) of this Section 5.3, the Company Borrowers shall pay to the such Lender, from time to time as specified by the such Lender, additional amounts sufficient to compensate the such Lender for such increase.
(c) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 5.3 shall not constitute a waiver of such Lender’s right to demand such compensation. Notwithstanding any other provision herein, no Lender shall demand compensation pursuant to this Section 5.3 if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements, if any (and such Lender so certifies to the Borrowers).
Appears in 1 contract
Sources: Credit Agreement (United Rentals North America Inc)
Increased Costs and Reduction of Return. (a) If any Lender determines Bank or the Issuing Bank shall determine that, due to either
either (1i) the introduction after the date hereof of or any change after the Closing Date (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the LIBOR Rate or in respect of the assessment rate payable by any Lender to the FDIC for insuring U.S. depositsOffshore Rate) in or in the interpretation after the date hereof of any law or regulation or
regulation, or (2ii) the compliance by that Lender with any guideline imposed or request made by from any central bank or other Governmental Authority after the date hereof (whether or not having the force of law), which guideline or request is issued or made after the Closing Date, there shall be any increase in the cost to such Lender Bank of agreeing to make or making, funding or maintaining any LIBOR LoansOffshore Rate Loans or participating in any L/C Obligations, or any increase in the cost to the Issuing Bank of agreeing to Issue, Issuing or maintaining any Letter of Credit or 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 Company Borrowers shall be liable for, and shall from time to time, upon demand therefor by such Bank or the Issuing Bank, as the case may be (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such LenderBank or the Issuing Bank, additional amounts as are sufficient to compensate such Lender Bank or the Issuing Bank for such increased costs; PROVIDED, THAT no Bank shall be entitled to compensation hereunder with respect to any period prior to six (6) months prior to making such demand.
(b) If any Lender Bank or the Issuing Bank shall have determined that
that (1i) the introduction after the date hereof Closing Date of any Capital Adequacy Regulation,
, (2ii) any change after the date hereof Closing Date in any Capital Adequacy Regulation,
, (3iii) any change after the date hereof 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 (4iv) compliance by the Lender Bank (or its Lending Office) or the Issuing Bank, as the case may be, or any corporation controlling the Lender Bank or the Issuing Bank, as the case may be, with any such Capital Adequacy Regulation described in clauses (1) through (3) aboveimplemented or changed after the Closing Date, affects or would affect the amount of capital required or expected to be maintained by the Lender Bank or the Issuing Bank or any corporation controlling the Lender Bank or the Issuing Bank and (taking into consideration such Lender’s Bank's, Issuing Bank's or such corporation’s 's policies with respect to capital adequacy and such Lender’s Bank's, Issuing Bank's or corporation's desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment, Loansloans, credits credits, participations in Letters of Credit, or obligations under this Agreement, then, upon demand of such Lender Bank (with a copy to the Company through the Administrative Agent), the Company Borrowers shall pay to the LenderBank or Issuing Bank, from time to time as specified by the LenderBank or Issuing Bank, additional amounts sufficient to compensate the Lender Bank or Issuing Bank for such increase; PROVIDED, THAT no Bank shall be entitled to compensation hereunder with respect to any period prior to six (6) months prior to making such demand.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any US Lender determines that, that due to either
either (1i) 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 the calculation of the LIBOR 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 after the date hereof of any law or regulation or
or (2ii) the compliance by that US Lender with any guideline imposed or request made by 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 US Lender of agreeing to make or making, funding or maintaining any US LIBOR Revolving Loans, without duplication, then the Company US Borrowers shall jointly and severally be liable for, and shall from time to time, upon within five (5) US Business Days of demand by such US Lender (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such US Lender, additional amounts as are sufficient to compensate such US Lender for such increased costs. This Section 4.3(a) shall not apply to any Taxes (which are subject to Section 4.1) or any income or franchise taxes as are imposed on or measured by each Agents’ or Lenders’ net income as a result of a connection between such Agent or Lender and the jurisdiction of the governmental authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from such Agent or Lender having executed, delivered or performed its obligations or received a payment under, or enforced by, the US Credit Agreement or UK Credit Agreement).
(b) If any US Lender shall have determined that
that (1i) the introduction after the date hereof of any Capital Adequacy Regulation,
, (2ii) any change after the date hereof in any Capital Adequacy Regulation,
, (3iii) 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
or (4iv) compliance by the such US Lender (or its Lending Office) or any corporation or other entity controlling the such US Lender with any Capital Adequacy Regulation described in clauses (1) through (3) aboveRegulation, affects or would affect the amount of capital required or expected to be maintained by the such US Lender or any corporation or other entity controlling the such US Lender and (taking into consideration such US Lender’s or such corporation’s or other entity’s policies with respect to capital adequacy and such US Lender’s desired return on capital) determines that the amount of such capital is increased as a consequence of its CommitmentUS Commitments, Loansloans, credits or obligations under this Agreement, then, upon demand of such US Lender to the Company US Borrower Representative in respect of which such US Lender has a US Commitment through the Administrative Agent, the Company US Borrowers shall pay to the such US Lender, from time to time as specified by the such US Lender, additional amounts sufficient to compensate the such US Lender for such increase.
(c) If any US Obligor is required to pay additional amounts to any US Lender pursuant to this Section, then such US Lender shall, upon the request and at the expense of the US Borrowers, use reasonable efforts (consistent with legal and regulatory restrictions) to change the jurisdiction of its lending office so as to eliminate any such additional payment by such US Obligor which may thereafter accrue, if such change, in the sole judgment of such US Lender, (i) is not otherwise disadvantageous to such US Lender and (ii) would avoid the need for or reduce the amount of such additional amounts.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Lender determines that, due to either
either (1i) the introduction after the date hereof 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 LIBOR Rate or in respect of the assessment rate payable by any Lender to the FDIC for insuring U.S. depositsReserve Percentage) in or in the interpretation after the date hereof of of, any law or regulation or
or (2ii) the compliance by that such Lender (or its Lending Office) or any entity controlling such Lender with any guideline imposed or request made by 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 or maintaining any 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 Company 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 costs.
(b) . If any Lender shall have determined that
determines that (1i) the introduction after the date hereof of any Capital Adequacy Regulation,
, (2ii) any change after the date hereof in any Capital Adequacy Regulation,
, (3iii) 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
or (4iv) compliance by the such Lender (or its Lending Office) ), or any corporation controlling the Lender such Lender, with any Capital Adequacy Regulation described in clauses (1) through (3) above, affects or would affect the amount of capital required or expected to be maintained by the that such Lender or any corporation controlling the 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 is increased as a consequence of any of its Commitment, Loansloans, credits or obligations under this Agreement, then, upon demand of sixty (60) days' notice from such Lender to the Company Borrower through the Administrative Agent, the Company Borrower shall immediately pay to Administrative Agent, for the account of such Lender, from time to time as specified by the such Lender, additional amounts sufficient to compensate the such Lender for such increase.
Appears in 1 contract
Sources: Revolving Credit Agreement (Essex Property Trust Inc)
Increased Costs and Reduction of Return. (a) If any Lender or Letter of Credit Issuer determines that, that due to either
any of (1i) 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 the calculation of the LIBOR 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 after the date hereof of any law or regulation or
(2including any law or regulation relating to Taxes (other than (x) Indemnified Taxes and (y) Excluded Taxes)), (ii) the compliance by that Lender or Letter of Credit Issuer with any guideline imposed or request made by from any central bank or other Governmental Authority after the date hereof (whether or not having the force of law), in each case of clauses (i) and (ii), after the later of the Agreement Date or the date such Lender or Letter of Credit Issuer became a party to this Agreement, (iii) compliance by that Lender or Letter of Credit Issuer with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or any request, rule, guideline or directive thereunder or issued in connection therewith (whether or not having the force of law), regardless of the date enacted, adopted or issued, or (iv) the compliance by that Lender or Letter of Credit Issuer with any 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 regulatory authorities, in each case pursuant to Basel III, regardless of the date enacted, adopted or issued, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any LIBOR Term SOFR Loans, then Daily One Month SOFR Loans or Term ▇▇▇▇▇ Loans, then, subject to clause (c) of this Section 5.3, the Company 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 LenderLender or Letter of Credit Issuer, additional amounts as are sufficient to compensate such Lender for such increased costs.
(b) If any Lender or Letter of Credit Issuer shall have determined that
that (1i) the introduction after the date hereof of or compliance with any Capital Adequacy Regulation,
, (2ii) any change after the date hereof in any Capital Adequacy Regulation,
, (3iii) 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
in each case of clauses (4i) through (iii), after the later of the Agreement Date or the date such Lender or Letter of Credit Issuer became a party to this Agreement, (iv) compliance by that Lender with the Lender ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or any request, rule, guideline or directive thereunder or issued in connection therewith (whether or not having the force of law), regardless of the date enacted, adopted or issued, or (v) any requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or its Lending Officeany successor or similar authority) or any corporation controlling United States regulatory authorities, in each case pursuant to Basel III, regardless of the Lender with any Capital Adequacy Regulation described in clauses (1) through (3) abovedate enacted, adopted or issued affects or would affect the amount of capital required or expected to be maintained by the such Lender or any corporation or other entity controlling the such Lender or Letter of Credit Issuer and (taking into consideration such Lender’s, Letter of Credit Issuer’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 is increased as a consequence of its CommitmentCommitments, Loansloans, credits or obligations under this Agreement, then, upon demand of such Lender or Letter of Credit Issuer to the Company Borrowers’ Agent through the Administrative Agent, subject to clause (c) of this Section 5.3, the Company Borrowers shall pay to the Lendersuch Lender or Letter of Credit Issuer, from time to time as specified by the Lendersuch Lender or Letter of Credit Issuer, additional amounts sufficient to compensate the such Lender or Letter of Credit Issuer for such increase.
(c) Failure or delay on the part of any Lender or Letter of Credit Issuer to demand compensation pursuant to the foregoing provisions of this Section 5.3 shall not constitute a waiver of such Lender’s or Letter of Credit Issuer’s right to demand such compensation. Notwithstanding any other provision herein, no Lender or Letter of Credit Issuer shall demand compensation pursuant to this Section 5.3 if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements, if any (and such Lender or Letter of Credit Issuer so certifies to the Borrowers).
Appears in 1 contract
Sources: Credit Agreement (Herc Holdings Inc)
Increased Costs and Reduction of Return. (a) If any Lender determines thatIf, due to either
(1) the introduction after the date hereof of this Agreement, any of the following shall occur: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change (other than in any change by way of imposition of law, rule, regulation or increase in reserve requirements included in the calculation of the LIBOR Rate or in respect of the assessment rate payable by any Lender to the FDIC for insuring U.S. deposits) in treaty or in the interpretation after administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the date hereof making or issuance of any law request, rule, guideline or regulation or
(2) the compliance by that Lender with any guideline imposed or request made by any central bank or other Governmental Authority after the date hereof directive (whether or not having the force of law) by any Governmental Authority (each a “Change in Law”), there which 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 account of, or credit extended or participated in by, any Lender (except any reserve requirement contemplated by Section 10.6) or any L/C Issuer; (ii) subject any Recipient 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; or (iii) impose on any Lender or any L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or LIBOR Rate Loans made by such Lender or Issuing or maintaining any Letter of Credit or participation therein; and the result of any of the 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 LIBOR LoansLoan (or, in the case of clause (ii) above, any Loan), or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender or such L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or 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 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
(ii) 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 Company 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 costsTaxes incurred.
(b) If any Lender shall have determined that[reserved].
(1c) Notwithstanding anything herein to the contrary, (i) the introduction after ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ 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 date hereof 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 any Capital Adequacy Regulation,
this clause (2ii) any change after the date hereof pursuant to Basel III, shall, in any Capital Adequacy Regulation,
(3each case, be deemed to be a Change in Law Section 10.3(a) any change after the date hereof above and/or a Change in the interpretation or administration of any Law with respect to Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or
(4) compliance by the Lender (or its Lending Office) or any corporation controlling the Lender with any Capital Adequacy Regulation described in clauses (1) through (3under Section 10.3(b) above, affects as applicable, regardless of the date enacted, adopted or would affect the amount of capital required or expected to be maintained by the Lender or any corporation controlling 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 is increased as a consequence of its Commitment, Loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Company through the Administrative Agent, the Company shall pay to the Lender, from time to time as specified by the Lender, additional amounts sufficient to compensate the Lender for such increase.issued. US-DOCS\99983253.20
Appears in 1 contract
Sources: Credit Agreement (R1 RCM Inc.)
Increased Costs and Reduction of Return. (a) If any Lender reasonably determines that, due to either
(1) that as a result of 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 the calculation of the LIBOR 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 after the date hereof of any law or regulation or
(2) the implemented by a Governmental Authority, or such Lender’s compliance by that Lender with any guideline imposed or request made by any central bank or other Governmental Authority therewith, in each case after the date hereof (whether or not having the force of law)Closing Date, there shall be any an actual increase in the cost (excluding in each case for purposes of this Section 4.3(a), any such increased costs resulting from Taxes, as to which Section 4.1 shall govern) to such Lender of agreeing to make or making, funding or maintaining any LIBOR Revolving Loans or BA Equivalent Loans, then the Company shall be liable for, and shall promptly upon receipt of a written notice from time to time, upon demand such Lender (with a copy of such demand notice to be sent to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender, such additional amounts as are sufficient to compensate such Lender for such increased costs. Payment required under Section 4.3(a) shall be made following a written demand that shows in reasonable detail the amount payable and the calculations used to determine such amount and shall include reasonable supporting documentation authenticating the claim, which written demand must be made within one hundred eighty (180) days of the date the Lender, or the Agent, as applicable, first became aware of such increased costs; provided, however, to the extent any such increase has retroactive effect beyond such one hundred eighty (180) days, Borrower shall pay increased costs arising therefrom.
(b) If any Lender shall have reasonably determined that
that (1i) the introduction after the date hereof of any Capital Adequacy Regulation,
, (2ii) any change after the date hereof in any Capital Adequacy Regulation,
, (3iii) 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
or (4iv) compliance by the such Lender (or its Lending Office) or any corporation or other entity controlling the such Lender with any Capital Adequacy Regulation described required by such introduction or change, in clauses each case after the Closing Date (1including, for greater certainty, any such introduction or change having consequences of retroactive affect; provided, however, that a Loan Party shall not be responsible for any compensatory amounts under this Section 4.3(b) through (3) abovefor any period prior to the Closing Date), affects or would affect the amount of capital required or expected to be maintained by the such Lender or any corporation or other entity controlling the 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 is increased as a consequence of its Revolving Credit Commitment, Loansloans, credits or obligations under this Agreement, then, from time to time, promptly upon demand receipt of a written notice from such Lender to the Company Borrower through the Administrative Agent, the Company Borrower shall pay to the such Lender, from time to time as specified by the such Lender, additional amounts sufficient to compensate the such Lender for such increase, in each case, except to the extent that such increased capital requirements have already been taken into account in the interest rates applicable under this Agreement. Payment required under this Section 4.3(b) shall be made following a written demand that shows in reasonable detail the amount payable and the calculations used to determine such amount and shall include reasonable supporting documentation authenticating the claim.
(c) In connection with any notice from the Lender to the Borrower to pay an additional amount as contemplated in clauses (a) and (b) above:
(i) the Lender shall not make a claim for any amounts under clauses (a) or (b) above from the Borrower unless the Lender is making claims of its customers in similar circumstances to the Borrower generally; and
(ii) any determination or allocation made pursuant to clauses (a) or (b) above shall be made on a reasonable basis and in the case of any allocation amongst the various borrowers of the Lender, such allocation shall be made in a fair and equitable manner.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Lender determines that, that due to either
any of (1i) 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 the calculation of the LIBOR 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 after the date hereof of any law or regulation or
(2including any law or regulation relating to Taxes (other than (x) Indemnified Taxes and (y) Excluded Taxes)), (ii) the compliance by that Lender with any guideline imposed or request made by from any central bank or other Governmental Authority after the date hereof (whether or not having the force of law), in each case of clauses (i) and (ii), after the later of the Agreement Date or the date such Lender became a party to this Agreement, (iii) compliance by that Lender with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or any request, rule, guideline or directive thereunder or issued in connection therewith (whether or not having the force of law), regardless of the date enacted, adopted or issued, or (iv) the compliance by that Lender with any 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 regulatory authorities, in each case pursuant to Basel III, regardless of the date enacted, adopted or issued, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any LIBOR Term SOFR Loans, then Daily SOFR Loans, BA Equivalent Loans, EURIBOR Loans, Bank ▇▇▇▇ Rate Loans or Base Rate Loans bearing interest based on the Company Foreign Base Rate, then, subject to clause (c) of this Section 5.3, the 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 costs.
(b) If any Lender shall have determined that
that (1i) the introduction after the date hereof of or compliance with any Capital Adequacy Regulation,
, (2ii) any change after the date hereof in any Capital Adequacy Regulation,
, (3iii) 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
in each case of clauses (4i) through (iii), after the later of the Agreement Date or the date such Lender became a party to this Agreement, (iv) compliance by that Lender with the Lender ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or any request, rule, guideline or directive thereunder or issued in connection therewith (whether or not having the force of law), regardless of the date enacted, adopted or issued, or (v) any requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or its Lending Officeany successor or similar authority) or United States regulatory authorities, in each case pursuant to Basel III, CRD IV or CRR, or any corporation controlling regulation that implements or applies CRD IV or CRR, regardless of the Lender with any Capital Adequacy Regulation described in clauses (1) through (3) abovedate enacted, adopted or issued affects or would affect the amount of capital required or expected to be maintained by the such Lender or any corporation or other entity controlling the 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 is increased as a consequence of its CommitmentCommitments, Loansloans, credits or obligations under this Agreement, then, upon demand of such Lender to the Company Borrowers’ Agent through the Administrative Agent, subject to clause (c) of this Section 5.3, the Company Borrowers shall pay to the such Lender, from time to time as specified by the such Lender, additional amounts sufficient to compensate the such Lender for such increase.
(c) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 5.3 shall not constitute a waiver of such Lender’s right to demand such compensation. Notwithstanding any other provision herein, no Lender shall demand compensation pursuant to this Section 5.3 if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements, if any (and such Lender so certifies to the Borrowers).
Appears in 1 contract
Sources: Credit Agreement (United Rentals North America Inc)
Increased Costs and Reduction of Return. (a) If any Lender Bank determines --------------------------------------- that, due to either
either (1i) 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 the calculation of the LIBOR 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 after the date hereof of any law or regulation or
by any Governmental Authority having jurisdiction over the Banks or (2ii) the compliance by that Lender any Bank with any guideline imposed or request made by 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 Bank of agreeing to make or making, funding or maintaining any LIBOR LoansOffshore Rate Loans or participating in Letters of Credit, or, in the case of the Issuing Bank, any increase in the cost to the Issuing 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 Company 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), promptly (and in any event within 30 days) 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. Any Bank making such a demand for payment shall provide to the Borrower reasonable documentation supporting such demand.
(b) If any Lender Bank shall have determined that
that (1i) the introduction after the date hereof of any Capital Adequacy Regulation,
, (2ii) any change after the date hereof in any Capital Adequacy Regulation,
, (3iii) 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
or (4iv) compliance by the Lender Bank (or its Lending Office) or any corporation controlling the Lender Bank with any Capital Adequacy Regulation described in clauses (1) through (3) aboveRegulation, affects or would affect the amount of capital required or expected to be maintained by the Lender such Bank or any corporation controlling the Lender such 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 desired return on capitaladequacy) determines that the amount of such capital is increased as a consequence of its CommitmentCommitments, Loansloans, credits or obligations under this Agreement, then, upon demand of such Lender Bank to the Company Borrower through the Administrative Agent, the Company Borrower shall promptly (and in any event within 30 days) pay to the Lendersuch Bank, from time to time as specified by the Lendersuch Bank, additional amounts sufficient to compensate the Lender such Bank for such increase. Any Bank making such a demand for payment shall provide to the Borrower reasonable documentation supporting such demand.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Lender determines that, due to either
either (1i) the introduction after the date hereof 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 LIBOR Rate or in respect of the assessment rate payable by any Lender to the FDIC for insuring U.S. depositsOffshore Rate) in in, or in the interpretation after the date hereof of any law or regulation or
or (2ii) the compliance by that Lender with any guideline imposed or request made by 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 or maintaining any LIBOR LoansOffshore Rate Loans or participating in Letters of Credit, or, in the case of the L/C Issuer, any increase in the cost to the L/C 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 Company Holdings 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 LenderLender or the L/C Issuer, as the case may be, additional amounts as are sufficient to compensate such Lender or the L/C Issuer, as the case may be, for such increased costs.
(b) If any Lender shall have determined that
that (1i) the introduction after the date hereof of any Capital Adequacy Regulation,
, (2ii) any change after the date hereof in any Capital Adequacy Regulation,
, (3iii) 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
or (4iv) compliance by the such Lender (or its Lending Office) or any corporation controlling the such Lender with any Capital Adequacy Regulation described in clauses (1) through (3) aboveRegulation, affects or would affect the amount of capital required or expected to be maintained by the such Lender or any corporation controlling the 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 is increased as a consequence of its Commitment, Loansloans, credits or obligations under this Agreement, then, upon demand of such Lender to the Company Holdings through the Administrative Agent, the Company Holdings shall pay to the such Lender, from time to time as specified by the such Lender, additional amounts sufficient to compensate the such Lender for such increase.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Lender Bank determines ---------------------------------------- that, due to either
either (1i) the introduction after the date hereof 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 LIBOR CD Rate or the Offshore Rate or in respect of the assessment rate payable by any Lender Bank to the FDIC for insuring U.S. depositsdeposits or any change introduced prior to the Closing Date) in or in the interpretation after the date hereof of any law or regulation or
(2ii) the compliance by that Lender Bank with any guideline imposed or request made by from any central bank or other Governmental Authority after the date hereof (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 Bank of agreeing to make or making, funding or maintaining any LIBOR Offshore Rate Loans or CD Rate Loans, then the 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 costs; 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 any Lender Bank shall have determined that
that (1i) the introduction after the date hereof of any Capital Adequacy Regulation,
, (2ii) any change after the date hereof in any Capital Adequacy Regulation,
, (3iii) 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
or (4iv) compliance by the Lender Bank (or its Lending Office) or any corporation controlling the Lender Bank with any Capital Adequacy Regulation described Regulation, in clauses (1) through (3) aboveany such case, after the Closing Date, affects or would affect the amount of capital required or expected to be maintained by the Lender Bank or any corporation controlling the 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 is increased as a consequence of its Commitment, Loansloans, credits or obligations under this Agreement, then, upon demand of such Lender Bank to the Company through the Administrative Agent, the Company shall pay to the LenderBank, from time to time as specified by the LenderBank, additional amounts sufficient to compensate the Lender Bank for such increase; provided no Bank shall be -------- entitled to receive additional amounts with respect to any period prior to six (6) months prior to making such demand.
(c) If any Bank requests compensation from the Company under subsection 3.03(a) or 3.03(b), the Company shall have the right, with the assistance of the Agent, to seek one or more Eligible Assignees (which may be one or more of the Banks) reasonably satisfactory to the Agent and the Company to purchase the Loans and assume the Commitment of such Bank, and the Company, the Agent, such Bank, and such Eligible Assignee(s) shall execute and deliver an appropriately completed Assignment and Acceptance pursuant to Section 10.08 hereof to effect the assignment of rights to and the assumption of obligations by such Eligible Assignee(s); provided that such requesting Bank shall be -------- entitled to compensation under Section 3.03 for any costs incurred by it prior to its replacement.
Appears in 1 contract
Sources: Credit Agreement (McKesson Corp)
Increased Costs and Reduction of Return. (a) If any Lender determines or L/C Issuer shall determine that, due to either
either (1i) the introduction after the date hereof 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 LIBOR Rate or in respect of the assessment rate payable by any Lender to the FDIC for insuring U.S. deposits) in in, or in the interpretation after the date hereof of, any Requirement of any law Law or regulation or
(2ii) the compliance by that Lender with any guideline imposed or request made by from any central bank or other Governmental Authority after the date hereof (whether or not having the force of law), in the case of either clause (i) or (ii) above subsequent to the date hereof, (x) there shall be any increase in the cost (excluding any cost for Taxes and Other Taxes) to such Lender or L/C Issuer of agreeing to make or making, funding or maintaining any LIBOR LoansRate Loans or of Issuing or maintaining any Letter of Credit, or (y) such Lender or L/C Issuer is subjected to any tax resulting from a change in the basis of taxation of payments under any Loan or Loan Documents, then the Company Borrowers shall be liable for, and shall from time to time, upon within 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 costs; 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 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:
(1i) the introduction after the date hereof of any Capital Adequacy Regulation,;
(2ii) any change after the date hereof in any Capital Adequacy Regulation,;
(3iii) 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
(4iv) compliance by the such Lender or L/C Issuer (or its Lending Office) or any corporation entity controlling the such Lender or L/C Issuer, with any Capital Adequacy Regulation described in clauses (1) through (3) above, Regulation; affects or would affect the amount of capital required or expected to be maintained by the such Lender or L/C Issuer or any corporation entity controlling the 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 is increased as a consequence of its CommitmentRevolving Loan Commitment(s), Loansloans, 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 Company through the Administrative Agent), the Company Borrowers shall pay to the Lendersuch Lender or L/C Issuer, from time to time as specified by the Lendersuch Lender 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; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this Section 10.3(b) for any amounts incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies Borrower Representative, in writing of the amounts and of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the event giving rise to such increase is retroactive, then the 180 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 Section 10.3(a) and/or a change in a Capital Adequacy Regulation under Section 10.3(b), as applicable, regardless of the date enacted, adopted or issued.
Appears in 1 contract
Sources: Credit Agreement (Landec Corp \Ca\)
Increased Costs and Reduction of Return. (a) If any Lender Bank determines that, due to either
either (1i) 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 the calculation of the LIBOR 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 after the date hereof of any law or regulation or
after the Closing Date or (2ii) the compliance by that Lender Bank with any guideline imposed or request made by from any central bank or other Governmental Authority after the date hereof (whether or not having the force of law)) after the Closing Date, there shall be any increase in the cost to such Lender Bank of agreeing to make or making, funding or maintaining any LIBOR Offshore Rate Loans, then the 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 costs.
(b) If any Lender Bank shall have determined that
that (1i) the introduction after the date hereof Closing Date of any Capital Adequacy Regulation,
, (2ii) any change after the date hereof Closing Date in any Capital Adequacy Regulation,
, (3iii) any change after the date hereof 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 (4iv) compliance by the Lender Bank (or its Lending Office) or any corporation controlling the Lender Bank with any change in any Capital Adequacy Regulation described in clauses (1) through (3) aboveafter the Closing Date, affects or would affect the amount of capital required or expected to be maintained by the Lender any Bank or any corporation controlling the Lender any 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 is increased as a consequence of its Commitment, Loansloans, credits or obligations under this Agreement, then, upon demand of such Lender Bank to the Company through the Administrative Agent, the Company shall pay to the Lenderapplicable Bank, from time to time as specified by the Lendersuch Bank, additional amounts sufficient to compensate the Lender such Bank for such increase.
(c) The Company shall not be obligated to pay any amounts under subsection 3.03(a) or (b) to any Bank (i) unless such Bank shall have first notified the Company in writing that it intends to seek compensation from the Company pursuant to such subsection, and (ii) which are attributable to periods exceeding 90 days prior to the date of receipt by the Company of such notice.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Lender determines shall determine that, due to either
either (1i) the introduction after the date hereof 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 LIBOR Rate or in respect of the assessment rate payable by any Lender to the FDIC for insuring U.S. deposits) in in, or in the interpretation after by the date hereof of applicable Governmental Authority of, any law or regulation or
or (2ii) the compliance by that Lender with any guideline imposed or request made by from any central bank or other Governmental Authority after the date hereof (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 or maintaining any LIBOR Rate Loans, then the Company 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 costs; provided, that the Borrower shall not be required to compensate a Lender pursuant to this subsection for any increased costs incurred more than one hundred eighty (180) days prior to the date that such Lender notifies the Borrower of the law, rule, regulation, order, guideline, request or other legal requirement of any central bank or other Governmental Authority (whether or not having the force of law) giving rise to such increased costs and of such Lender's intention to claim compensation therefor; provided further that, if such law, rule, regulation, order, guideline, request or other legal requirement 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:
(1i) the introduction after the date hereof of any Capital Adequacy Regulation,;
(2ii) any change after the date hereof in any Capital Adequacy Regulation,;
(3iii) 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
(4iv) compliance by the such Lender (or its Lending Office) or any corporation controlling the Lender Lender, with any Capital Adequacy Regulation described in clauses (1) through (3) above, Regulation; affects or would affect the amount of capital required or expected to be maintained by the such Lender or any corporation controlling the 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 is increased as a consequence of its CommitmentCommitment(s), Loansloans, credits or obligations under this Agreement, then, upon within thirty (30) days of demand of such Lender (with a copy to the Company through the Administrative Agent), the Company Borrower shall pay to the such Lender, from time to time as specified by the such Lender, additional amounts sufficient to compensate the such Lender for such increase; provided, that the Borrower shall not be required to compensate a Lender pursuant to this subsection for any such increase incurred more than one hundred eighty (180) days prior to the date that such Lender notifies the Borrower of the Capital Adequacy Regulation giving rise to such increase and of such Lender's intention to claim compensation therefor; provided further that, if such Capital Adequacy Regulation giving rise to such increase is retroactive, then the 180-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 after the date hereof any Lender determines that, due to either
either (1i) the introduction after the date hereof any Change of or any change Law (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the LIBOR Rate interest pursuant to subsection 2.12(e)) or in respect of the assessment rate payable by any Lender to the FDIC for insuring U.S. deposits) in or in the interpretation after the date hereof of any law or regulation or
(2ii) the compliance by that Lender with any guideline imposed or request made by from any central bank or other Governmental Authority after the date hereof (whether or not having the force of lawLaw), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any LIBOR LoansEurodollar Loan, then the 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 pay, or cause the Dutch Borrower to pay, to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. No Lender shall make a demand for payment under this subsection 3.3(a) unless it also makes a demand for payment for increased costs to similarly situated borrowers party to a credit facility with such Lender.
(b) If after the date hereof any Lender shall have determined that
that (1i) the introduction after the date hereof of any Capital Adequacy Regulation,
, (2ii) any change after the date hereof in any Capital Adequacy Regulation,
, (3iii) 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
thereof or (4iv) compliance by the such Lender (or its Lending Office) or any corporation Person controlling the such Lender with any Capital Adequacy Regulation described (excluding, in clauses (1) through (3) aboveeach of the foregoing cases, any change that is merely proposed and not binding), affects or would affect the amount of capital required or expected to be maintained by the such Lender or any corporation such controlling the Lender Person and (taking into consideration such Lender’s or such corporationcontrolling Person’s policies with respect to capital adequacy and such Lender’s or such controlling Person’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment, Loans, credits its Credit Extensions (or participations therein) or its obligations under this Agreement, then, upon within 30 days after demand of such Lender to the Company applicable Borrower through the Administrative Agent, the Company such Borrower shall pay to the such Lender, from time to time as specified by the such Lender, additional amounts sufficient to compensate the such Lender for such increase. No Lender shall make a demand for payment under this subsection 3.3(b) unless it also makes a demand for payment for an increase in the amount of capital required or expected to be maintained by such Lender or such controlling Person to similarly situated borrowers party to a credit facility with such Lender.
Appears in 1 contract
Sources: Credit Agreement (Smith a O Corp)
Increased Costs and Reduction of Return. (a) If any Lender or Letter of Credit Issuer determines that, that due to either
any of (1i) 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 the calculation of the LIBOR 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 after the date hereof of any law or regulation or
(2including any law or regulation relating to Taxes (other than (x) Indemnified Taxes and (y) Excluded Taxes)), (ii) the compliance by that Lender or Letter of Credit Issuer with any guideline imposed or request made by from any central bank or other Governmental Authority after the date hereof (whether or not having the force of law), in each case of clauses (i) and (ii), after the later of the Agreement Date or the date such Lender or Letter of Credit Issuer became a party to this Agreement, (iii) compliance by that Lender or Letter of Credit Issuer with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or any request, rule, guideline or directive thereunder or issued in connection therewith (whether or not having the force of law), regardless of the date enacted, adopted or issued, or (iv) the compliance by that Lender or Letter of Credit Issuer with any 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 regulatory authorities, in each case pursuant to Basel III, regardless of the date enacted, adopted or issued, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any LIBOR Term SOFR Loans, then Daily One Month SOFR Loans or BA Equivalent Loans, then, subject to clause (c) of this Section 5.3, the Company 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 LenderLender or Letter of Credit Issuer, additional amounts as are sufficient to compensate such Lender for such increased costs.
(b) If any Lender or Letter of Credit Issuer shall have determined that
that (1i) the introduction after the date hereof of or compliance with any Capital Adequacy Regulation,
, (2ii) any change after the date hereof in any Capital Adequacy Regulation,
, (3iii) 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
in each case of clauses (4i) through (iii), after the later of the Agreement Date or the date such Lender or Letter of Credit Issuer became a party to this Agreement, (iv) compliance by that Lender with the Lender ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or any request, rule, guideline or directive thereunder or issued in connection therewith (whether or not having the force of law), regardless of the date enacted, adopted or issued, or (v) any requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or its Lending Officeany successor or similar authority) or any corporation controlling United States regulatory authorities, in each case pursuant to Basel III, regardless of the Lender with any Capital Adequacy Regulation described in clauses (1) through (3) abovedate enacted, adopted or issued affects or would affect the amount of capital required or expected to be maintained by the such Lender or any corporation or other entity controlling the such Lender or Letter of Credit Issuer and (taking into consideration such Lender’s, Letter of Credit Issuer’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 is increased as a consequence of its CommitmentCommitments, Loansloans, credits or obligations under this Agreement, then, upon demand of such Lender or Letter of Credit Issuer to the Company Borrowers’ Agent through the Administrative Agent, subject to clause (c) of this Section 5.3, the Company Borrowers shall pay to the Lendersuch Lender or Letter of Credit Issuer, from time to time as specified by the Lendersuch Lender or Letter of Credit Issuer, additional amounts sufficient to compensate the such Lender or Letter of Credit Issuer for such increase.
(c) Failure or delay on the part of any Lender or Letter of Credit Issuer to demand compensation pursuant to the foregoing provisions of this Section 5.3 shall not constitute a waiver of such Lender’s or Letter of Credit Issuer’s right to demand such compensation. Notwithstanding any other provision herein, no Lender or Letter of Credit Issuer shall demand compensation pursuant to this Section 5.3 if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements, if any (and such Lender or Letter of Credit Issuer so certifies to the Borrowers).
Appears in 1 contract
Sources: Credit Agreement (Herc Holdings Inc)
Increased Costs and Reduction of Return. (a) If any Lender determines that, due to either
as a result, after the date hereof, of (1i) 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 the calculation of the LIBOR 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 after the date hereof of any law or regulation or
or (2ii) the compliance by that such Lender with any guideline imposed or request made by 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 (other than any general increase in the level of taxation of such Lender and similarly-situated financial institutions) of agreeing to make or making, funding or maintaining any LIBOR LoansOffshore Rate Loan or participating in Letters of Credit or, in the case of an Issuing Lender, any increase in the cost to such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit, then the Company 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 Applicable Agent), pay to the Administrative Applicable Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costscost.
(b) If any Lender shall have determined that
, after the date hereof, (1i) the introduction after the date hereof of any Capital Adequacy Regulation,
, (2ii) any change after the date hereof in any Capital Adequacy Regulation,
, (3iii) 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
or (4iv) compliance by the such Lender (or its Lending Office) or any corporation controlling the such Lender with any Capital Adequacy Regulation described in clauses (1) through (3) above, affects or would affect the amount of capital required or expected to be maintained by the such Lender or any corporation controlling the such 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) determines that the amount of such capital is increased as a consequence of its Commitment, Loansloans, credits or obligations under this Agreement, then, upon demand of such Lender to the Company Applicable Borrower through the Administrative Applicable Agent, the Company such Borrower shall pay to the such Lender, from time to time as specified by the such Lender, additional amounts sufficient to compensate the such Lender for such increase.
Appears in 1 contract
Sources: Credit Agreement (Capital Environmental Resource Inc)
Increased Costs and Reduction of Return. (a) If any Lender reasonably and in good faith determines that, due to either
either (1i) 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 the calculation of the LIBOR 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 after the date hereof of any law or regulation or
or (2ii) the compliance by that Lender with any guideline imposed or request made by from any central bank or other Governmental Authority after the date hereof (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) to such Lender of agreeing to make or making, funding or maintaining any LIBOR Eurodollar Rate Loans, then the 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 costs; 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 hereof.
(b) If any Lender reasonably and in good faith shall have determined that
that (1i) the introduction after the date hereof of any Capital Adequacy Regulation,
, (2ii) any change after the date hereof in any Capital Adequacy Regulation,
, (3iii) 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
or (4iv) compliance by the Lender (or its Lending Office) or any corporation controlling the Lender with any Capital Adequacy Regulation described Regulation, in clauses (1) through (3) aboveeach case after the Closing Date, affects or would affect the amount of capital required or expected to be maintained by the Lender or any corporation controlling 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 is increased as a consequence of its Commitment, Loansloans, credits or obligations under this Agreement, then, upon thirty (30) days after written demand of by such Lender to the Company through the Administrative Agent, the Company shall pay to the Lender, from time to time as specified by the Lender, additional amounts sufficient to compensate the Lender for such increase; 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; provided, further, 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.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Lender determines that, due to either
either (1i) the introduction after the date hereof 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 LIBOR Rate or in respect of the assessment rate payable by any Lender to the FDIC for insuring U.S. depositsOffshore Rate) in in, or in the interpretation after the date hereof of any law or regulation or
or (2ii) the compliance by that Lender with any guideline imposed or request made by 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 or maintaining any LIBOR LoansOffshore Rate Loans or participating in Letters of Credit, or, in the case of the L/C Issuer, any increase in the cost to the L/C 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 Company Holdings 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.
(b) If any Lender shall have determined that
that (1i) the introduction after the date hereof of any Capital Adequacy Regulation,
, (2ii) any change after the date hereof in any Capital Adequacy Regulation,
, (3iii) 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
or (4iv) compliance by the such Lender (or its Lending Office) or any corporation controlling the such Lender with any Capital Adequacy Regulation described in clauses (1) through (3) aboveRegulation, affects or would affect the amount of capital required or expected to be maintained by the such Lender or any corporation controlling the 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 is increased as a consequence of its Commitment, Loansloans, credits or obligations under this Agreement, then, upon demand of such Lender to the Company Holdings through the Administrative Agent, the Company Holdings shall pay to the such Lender, from time to time as specified by the such Lender, additional amounts sufficient to compensate the such Lender for such increase.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Lender determines or any Issuing Lender shall determine that, due to either
either (1i) 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 the calculation of the LIBOR Rate or in respect of the assessment rate payable contemplated by any Lender to the FDIC for insuring U.S. depositssubsection (c) below) in or in the interpretation after the date hereof of any law or regulation or
or (2ii) the compliance by that Lender with any guideline imposed or request made by arising after the date hereof 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 or maintaining any LIBOR LoansOffshore Rate Loans or participating in any L/C Obligations, or any increase in the cost to such Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or 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 Company Borrowers shall be liable for, and shall from time to time, upon within 10 Business Days after demand therefor by such Lender or such Issuing Lender, as the case may be (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender or such Issuing Lender, additional amounts as are sufficient to compensate such Lender or such Issuing Lender for such increased costs.
(b) If any Lender or any Issuing Lender shall have determined that
that (1i) the introduction after the date hereof of any Capital Adequacy Regulation,
, (2ii) any change after the date hereof in any Capital Adequacy Regulation,
, (3iii) 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
or (4iv) compliance by the Lender (or its Lending Office) or such Issuing Lender, as the case may be, or any corporation controlling the Lender or such Issuing Lender, as the case may be, with any Capital Adequacy Regulation described in clauses (1) through (3) above, Regulation; affects or would affect the amount of capital required or expected to be maintained by the Lender or such Issuing Lender or any corporation controlling the Lender or such Issuing Lender and (taking into consideration such Lender’s, such Issuing Lender’s or such corporation’s policies with respect to capital adequacy and such Lender’s, such Issuing Lender’s or corporation’s desired return on capital) determines that the amount of such capital is increased as a consequence of its CommitmentCommitments, Loansloans, credits credits, participations in Letters of Credit, or obligations under this Agreement, then, upon demand of such Lender (with a copy to the Company through the Administrative Agent), the Company Borrowers shall pay to the Lender or such Issuing Lender, from time to time as specified time, in each case within 10 Business Days after demand by the Lender or such Issuing Lender, additional amounts sufficient to compensate the Lender or such Issuing Lender for such increase.
(c) The Borrowers shall pay to each Lender, as long as such Lender shall be required to 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 unpaid principal amount of each Offshore Rate Loan equal to the actual costs of such reserves allocated to such 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.
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
either (1i) the introduction after the date hereof 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 LIBOR Rate or in respect of the assessment rate payable by any Lender to the FDIC for insuring U.S. deposits) in in, or in the interpretation after the date hereof of, any Requirement of any law Law or regulation or
(2ii) the compliance by that Lender with any guideline imposed or request made by from any central bank or other Governmental Authority after the date hereof (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 Indemnified Tax or Excluded Tax, there shall be any increase in the cost to such Lender or L/C Issuer of agreeing to make or making, funding or maintaining any LIBOR LoansRate Loans or of Issuing or maintaining any Letter of Credit, then the Company 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 costs; 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:
(1i) the introduction after the date hereof of any Capital Adequacy Regulation,;
(2ii) any change after the date hereof in any Capital Adequacy Regulation,;
(3iii) 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
(4iv) compliance by the such Lender or L/C Issuer (or its Lending Office) or any corporation entity controlling the Lender or L/C Issuer, with any Capital Adequacy Regulation described in clauses (1) through (3) above, Regulation; affects or would affect the amount of capital required or expected to be maintained by the such Lender or L/C Issuer or any corporation entity controlling the 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 is increased as a consequence of its CommitmentCommitment(s), Loansloans, 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 Company through the Administrative Agent), the Company Borrowers shall pay to the Lendersuch Lender or L/C Issuer, from time to time as specified by the Lendersuch Lender 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; provided, that no Borrower shall be required to compensate any Lender or L/C Issuer pursuant to this Section 10.3(b) for any amounts incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies Borrower Representative, in writing of the amounts and of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the event giving rise to such increase is retroactive, then the 180-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 that, that due to either
any of (1i) 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 the calculation of the LIBOR 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 after the date hereof of any law or regulation or
(2other than any law or regulation relating to Taxes which shall be governed by Section 5.1), (ii) the compliance by that Lender with any guideline imposed or request made by from any central bank or other Governmental Authority after the date hereof (whether or not having the force of law), in each case, after the later of the Agreement Date or the date such Lender became a party to this Agreement, (iii) compliance by that Lender with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or any request, rule, guideline or directive thereunder or issued in connection therewith (whether or not having the force of law), regardless of the date enacted, adopted or issued, or (iv) the compliance by that Lender with any 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 regulatory authorities, in each case pursuant to Basel III, regardless of the date enacted, adopted or issued, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any LIBOR Loans or BA Equivalent Loans, then then, subject to clause (c) of this Section 5.3, the Company 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 costs.
(b) If any Lender shall have determined that
that (1i) the introduction after the date hereof of or compliance with any Capital Adequacy Regulation,
, (2ii) any change after the date hereof in any Capital Adequacy Regulation,
, (3iii) 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
in each case, after the later of the Agreement Date or the date such Lender became a party to this Agreement, (4iv) compliance by that Lender with the Lender ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or any request, rule, guideline or directive thereunder or issued in connection therewith (whether or not having the force of law), regardless of the date enacted, adopted or issued, or (v) any requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or its Lending Officeany successor or similar authority) or any corporation controlling United States regulatory authorities, in each case pursuant to Basel III, regardless of the Lender with any Capital Adequacy Regulation described in clauses (1) through (3) abovedate enacted, adopted or issued affects or would affect the amount of capital required or expected to be maintained by the such Lender or any corporation or other entity controlling the 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 is increased as a consequence of its CommitmentCommitments, Loansloans, credits or obligations under this Agreement, then, upon demand of such Lender to the Company Borrowers’ Agent through the Administrative Agent, subject to clause (c) of this Section 5.3, the Company Borrowers shall pay to the such Lender, from time to time as specified by the such Lender, additional amounts sufficient to compensate the such Lender for such increase.
(c) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 5.3 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrowers shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section 5.3 for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender notifies the Borrowers’ Agent of the event giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the event giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). Notwithstanding any other provision herein, no Lender shall demand compensation pursuant to this Section 5.3 if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements, if any (and such Lender so certifies to the Borrowers).
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Lender determines that, due to either
either (1i) 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 the calculation of the LIBOR Rate or in respect of the assessment rate payable by any Lender to the FDIC for insuring U.S. depositsOffshore Rate) in or in the interpretation after the date hereof of any law or regulation or
or (2ii) the compliance by that such Lender with any guideline imposed or request made by 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 or maintaining any LIBOR LoansOffshore Rate Loan or participating in Letters 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 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 costs.
(b) If any Lender shall have determined that
that (1i) the introduction after the date hereof of any Capital Adequacy Regulation,
, (2ii) any change after the date hereof in any Capital Adequacy Regulation,
, (3iii) 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
or (4iv) compliance by the such Lender (or its Lending Office) or any corporation controlling the such Lender with any Capital Adequacy Regulation described in clauses (1) through (3) aboveRegulation, affects or would affect the amount of capital required or expected to be maintained by the such Lender or any corporation controlling the 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 is increased as a consequence of its Commitment, Loansloans, credits or obligations under this Agreement, then, upon demand of such Lender to the Company through the Administrative Agent, the Company shall pay to the such Lender, from time to time as specified by the such Lender, additional amounts sufficient to compensate the such Lender for such increase.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Lender Bank or any LC Issuer determines that, due to either
either (1i) 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 the calculation of the LIBOR 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 after the date hereof of any law or regulation or
after the Closing Date or (2ii) the compliance by that Lender Bank or that LC Issuer with any guideline imposed or request made by from any central bank or other Governmental Authority after the date hereof (whether or not having the force of law)) after the Closing Date, there shall be any increase in the cost to such Lender Bank or such LC Issuer of agreeing to make or making, funding or maintaining any LIBOR LoansOffshore Rate Loans or issuing or maintaining Facility LCs, as the case may be, then the 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 or such LC Issuer, as the case may be, additional amounts as are sufficient to compensate such Lender Bank or such LC Issuer for such increased costs.
(b) If any Lender Bank or any LC Issuer shall have determined that
that (1i) the introduction after the date hereof Closing Date of any Capital Adequacy Regulation,
, (2ii) any change after the date hereof Closing Date in any Capital Adequacy Regulation,
, (3iii) any change after the date hereof 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 (4iv) compliance by the Lender Bank (or its Lending Office) or any corporation controlling the Lender Bank with any change in any Capital Adequacy Regulation described in clauses (1) through (3) aboveafter the Closing Date, affects or would affect the amount of capital required or expected to be maintained by the Lender any Bank or any LC Issuer or any corporation controlling the Lender any Bank or any LC Issuer 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 is increased as a consequence of its Commitment, Loansloans, credits credits, LC Obligations or obligations under this Agreement, then, upon demand of such Lender Bank or such LC Issuer to the Company through the Administrative Agent, the Company shall pay to the Lenderapplicable Bank or the applicable LC Issuer, as the case may be, from time to time as specified by the Lendersuch Bank or such LC Issuer, additional amounts sufficient to compensate the Lender such Bank or such LC Issuer for such increase.
(c) The Company shall not be obligated to pay any amounts under subsection 3.03(a) or (b) to any Bank or any LC Issuer (i) unless such Bank or such LC Issuer shall have first notified the Company in writing that it intends to seek compensation from the Company pursuant to such subsection, and (ii) which are attributable to periods exceeding 90 days prior to the date of receipt by the Company of such notice.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Lender reasonably determines that, due to either
either (1i) 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 the calculation of the LIBOR 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 (including FRB Regulation D) after the date hereof of any law Effective Date (other than changes with respect to Taxes) or regulation or
(2ii) the compliance by that any Lender with any guideline imposed or request made by 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 or maintaining any LIBOR Offshore Rate Loans, then the Company Borrower shall be liable for, and shall from time to time, upon written demand thereafter (with a copy of such demand to be sent to the Administrative Agent), accompanied by a written notice showing in reasonable detail the basis for the calculation of any such increased costs (which notice shall, absent manifest error, be final and conclusive and binding upon all parties hereto), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs.
(b) If any Lender shall have determined that
If, after the Effective Date, (1i) the introduction after the date hereof of any Capital Adequacy Regulation,
, (2ii) any change after the date hereof in any Capital Adequacy Regulation,
, (3iii) any change after the date hereof in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority Authority, or by NAIC or any other comparable agency charged with the interpretation or administration thereof, or
thereof or (4iv) compliance by the any Lender (or its Lending Office) or any corporation controlling the any Lender with any Capital Adequacy Regulation described in clauses (1) through (3) aboveRegulation, affects or would affect the amount of capital required or expected to be maintained by the such Lender or any corporation controlling the 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 is increased as a consequence of its Commitment, Loansloans, credits credits, participation interests or obligations under this Agreement, then, upon demand of such Lender to the Company Borrower through the Administrative Agent, the Company Borrower shall pay to the such Lender, from time to time as specified by the such Lender, additional amounts sufficient to compensate the such Lender for such increase.
Appears in 1 contract
Sources: Credit Agreement (Fidelity National Financial Inc /De/)
Increased Costs and Reduction of Return. (a) If any Lender determines that, that due to either
any of (1i) 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 the calculation of the LIBOR 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 after the date hereof of any law or regulation or
(2including any law or regulation relating to Taxes (other than (x) Indemnified Taxes and (y) Excluded Taxes)), (ii) the compliance by that Lender with any guideline imposed or request made by from any central bank or other Governmental Authority after the date hereof (whether or not having the force of law), in each case of clauses (i) and (ii), after the later of the Agreement Date or the date such Lender became a party to this Agreement, (iii) compliance by that Lender with the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or any request, rule, guideline or directive thereunder or issued in connection therewith (whether or not having the force of law), regardless of the date enacted, adopted or issued, or (iv) the compliance by that Lender with any 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 regulatory authorities, in each case pursuant to Basel III, regardless of the date enacted, adopted or issued, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any LIBOR Loans, then BA Equivalent Loans, Bank B▇▇▇ Rate Loans or Base Rate Loans bearing interest based on the Company Foreign Base Rate, then, subject to clause (c) of this Section 5.3, the 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 costs.
(b) If any Lender shall have determined that
that (1i) the introduction after the date hereof of or compliance with any Capital Adequacy Regulation,
, (2ii) any change after the date hereof in any Capital Adequacy Regulation,
, (3iii) 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
in each case of clauses (4i) through (iii), after the later of the Agreement Date or the date such Lender became a party to this Agreement, (iv) compliance by that Lender with the Lender D▇▇▇ -F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or any request, rule, guideline or directive thereunder or issued in connection therewith (whether or not having the force of law), regardless of the date enacted, adopted or issued, or (v) any requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or its Lending Officeany successor or similar authority) or any corporation controlling United States regulatory authorities, in each case pursuant to Basel III, regardless of the Lender with any Capital Adequacy Regulation described in clauses (1) through (3) abovedate enacted, adopted or issued affects or would affect the amount of capital required or expected to be maintained by the such Lender or any corporation or other entity controlling the 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 is increased as a consequence of its CommitmentCommitments, Loansloans, credits or obligations under this Agreement, then, upon demand of such Lender to the Company Borrowers’ Agent through the Administrative Agent, subject to clause (c) of this Section 5.3, the Company Borrowers shall pay to the such Lender, from time to time as specified by the such Lender, additional amounts sufficient to compensate the such Lender for such increase.
(c) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 5.3 shall not constitute a waiver of such Lender’s right to demand such compensation. Notwithstanding any other provision herein, no Lender shall demand compensation pursuant to this Section 5.3 if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements, if any (and such Lender so certifies to the Borrowers).
Appears in 1 contract
Sources: Credit Agreement (United Rentals North America Inc)
Increased Costs and Reduction of Return. (a) If any Lender determines that, due to either
either (1i) 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 the calculation of the LIBOR Rate or in respect of the assessment rate payable by any Lender to the FDIC for insuring U.S. depositsOffshore Rate) in or in the interpretation after the date hereof of any law or regulation or
or (2ii) the compliance by that Lender with any guideline imposed or request made by 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 or maintaining any LIBOR LoansOffshore Rate Loans or participating in Letters of Credit, or, in the case of the Issuing Bank, any increase in the cost to the Issuing 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 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 costs.
(b) If any Lender shall have determined that
that (1i) the introduction after the date hereof of any Capital Adequacy Regulation,
, (2ii) any change after the date hereof in any Capital Adequacy Regulation,
, (3iii) 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
or (4iv) compliance by the Lender (or its Lending Office) or any corporation controlling the Lender with any Capital Adequacy Regulation described in clauses (1) through (3) aboveRegulation, affects or would affect the amount of capital required or expected to be maintained by the Lender or any corporation controlling 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 is increased as a consequence of its CommitmentCommitments, Loansloans, credits or obligations under this Agreement, then, upon demand of such Lender to the Company through the Administrative Agent, the Company shall pay to the Lender, from time to time as specified by the Lender, additional amounts sufficient to compensate the Lender for such increase.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Lender Bank reasonably determines that, due to either
either (1i) 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 the calculation of the LIBOR Rate or in respect of the assessment rate payable by any Lender to the FDIC for insuring U.S. depositsOffshore Rate) in or in the interpretation after the date hereof of any law or regulation or
or (2ii) the compliance by that Lender Bank with any guideline imposed or request made by 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 Bank of agreeing to make or making, funding or maintaining any LIBOR LoansOffshore Rate Loans or participating in Letters of Credit, or, in the case of the Issuing Bank, any increase in the cost to the Issuing Bank of agreeing to Issue, Issuing or maintaining any Letter of Credit or of funding any drawing under any Letter of Credit, then the Company 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 30 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 detailed calculation of such payment to the requesting Company.
(b) If any Lender Bank shall have reasonably determined that
that (1i) the introduction after the date hereof of any Capital Adequacy Regulation,
, (2ii) any change after the date hereof in any Capital Adequacy Regulation,
, (3iii) 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
or (4iv) compliance by the Lender such Bank (or its Lending Office) or any corporation controlling the Lender such Bank with any Capital Adequacy Regulation described in clauses (1) through (3) aboveRegulation, affects or would affect the amount of capital required or expected to be maintained by the Lender such Bank or any corporation controlling the Lender such 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 is increased as a consequence of its Commitment, Loans, credits Commitment or obligations under this Agreementthe Loans made or Letters of Credit Issued 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 Company through the Administrative AgentCompanies, the Company Companies shall pay to the Lendersuch Bank, from time to time as specified by the Lendersuch Bank, additional amounts sufficient to compensate the Lender such 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 30 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) Without limiting the foregoing but without duplication for any Associated Costs reimbursed pursuant to Section 4.3(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 4.3(c) shall give the Companies written notice, including a detailed calculation, within 30 days of having notice of the incurrence of any Associated Costs.
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
either (1i) the introduction after the date hereof 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 LIBOR Rate or in respect of the assessment rate payable by any Lender to the FDIC for insuring U.S. deposits) in in, or in the interpretation after the date hereof of, any Requirement of any law Law or regulation or
(2ii) the compliance by that Lender with any guideline imposed or request made by from any central bank or other Governmental Authority after the date hereof (whether or not having the force of law), in the case of either clause (i) or (ii) subsequent to the Existing Closing Date, (x) there shall be any increase in the cost to such Lender or L/C Issuer of agreeing to make or making, funding or maintaining any LIBOR Loans or BA Rate Loans, as applicable, or of issuing or maintaining any Letter of Credit 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 Company 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 costscosts 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:
(1i) the introduction after the date hereof of any Capital Adequacy Regulation,;
(2ii) any change after the date hereof in any Capital Adequacy Regulation,;
(3iii) 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
(4iv) compliance by the such Lender or L/C Issuer (or its Lending Office) or any corporation entity controlling the Lender or L/C Issuer, with any Capital Adequacy Regulation described in clauses (1) through (3) above, Regulation; affects or would affect the amount of capital required or expected to be maintained by the such Lender or L/C Issuer or any corporation entity controlling the 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 is increased as a consequence of its CommitmentCommitment(s), Loansloans, 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 Company through the Administrative Agent), the Company Borrowers shall pay to the Lendersuch Lender or L/C Issuer, from time to time as specified by the Lendersuch Lender 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; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this subsection 1.16(b) for any amounts incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrowers, in writing of the amounts and of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the event giving rise to such increase is retroactive, then the 180-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 (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 Bank reasonably determines that, due to either
either (1i) 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 the calculation of the LIBOR Rate or in respect of the assessment rate payable by any Lender to the FDIC for insuring U.S. depositsRate) in or in the interpretation after the date hereof of any law or regulation or
or (2ii) the compliance by that Lender Bank with any guideline imposed or request made by 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 Bank of agreeing to make or making, funding or maintaining any LIBOR LoansRate Loans or participating in Letters of Credit, or, in the case of the Issuing Bank, any increase in the cost to the Issuing Bank of agreeing to Issue, Issuing or maintaining any Letter of Credit or of funding any drawing under any Letter of Credit, then the Company 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 30 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 detailed calculation of such payment to the requesting Company.
(b) If any Lender Bank shall have reasonably determined that
that (1i) the introduction after the date hereof of any Capital Adequacy Regulation,
, (2ii) any change after the date hereof in any Capital Adequacy Regulation,
, (3iii) 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
or (4iv) compliance by the Lender such Bank (or its Lending Office) or any corporation controlling the Lender such Bank with any Capital Adequacy Regulation described in clauses (1) through (3) aboveRegulation, affects or would affect the amount of capital required or expected to be maintained by the Lender such Bank or any corporation controlling the Lender such 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 is increased as a consequence of its Commitment, Loans, credits Commitment or obligations under this Agreementthe Loans made or Letters of Credit Issued 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 Company through the Administrative AgentCompanies, the Company Companies shall pay to the Lendersuch Bank, from time to time as specified by the Lendersuch Bank, additional amounts sufficient to compensate the Lender such 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 30 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.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Lender determines shall determine that, due to either
either (1i) 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 the calculation of the LIBOR 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 after the date hereof of any law Requirement of Law or regulation or
(2ii) the compliance by that Lender with any guideline imposed or request made by 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 of making, funding or maintaining any LIBOR LoansLoans hereunder, then the Company Borrower shall be liable for, and shall from time to time, upon written demand therefor by such Lender (with a copy of such demand to be sent to the Administrative Agent), which demand shall set forth the basis of such increased cost in reasonable detail, pay to the Administrative Agent for the account of such Lender, such additional amounts as are sufficient to compensate such Lender for such increased costs.
(b) If any Lender shall have reasonably determined that
that (1i) the introduction after the date hereof of any Capital Adequacy Regulation,
, (2ii) any change after the date hereof in any Capital Adequacy Regulation,
, (3iii) 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
or (4iv) compliance with any Capital Adequacy Regulation by the such Lender (or its Lending Office) or any corporation controlling the Lender with any Capital Adequacy Regulation described in clauses (1) through (3) abovesuch Lender, affects effects or would affect effect an increase in the amount of capital required or expected to be maintained by the such Lender or any corporation controlling the 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 is increased as a consequence of its Commitment, Loans, credits or obligations under this Agreement), then, upon written demand of such Lender (with a copy to the Company through Agent), which demand shall set forth in reasonable detail the Administrative Agentbasis for any such increase in required capital, the Company Borrower shall immediately pay to the such Lender, from time to time as specified by the such Lender, additional amounts sufficient to compensate the such Lender for such increase.
(c) If any Lender shall have determined that any of the events described in Section 3.3(a) or Section 3.3(b) effects or would effect an increase in cost or reduction of
Appears in 1 contract
Sources: Credit Agreement (Apartment Investment & Management Co)
Increased Costs and Reduction of Return. (a) If any Lender Bank determines that, due to either
either (1i) 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 the calculation of the LIBOR 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 after the date hereof of any law or regulation or
or (2ii) the compliance by that Lender Bank with any guideline imposed or request made by 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 Bank of agreeing to make or making, funding or maintaining any LIBOR Offshore Rate Loans, then the 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 costs.
(b) If any Lender Bank shall have determined that
that (1i) the introduction after the date hereof of any Capital Adequacy Regulation,
, (2ii) any change after the date hereof in any Capital Adequacy Regulation,
, (3iii) 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
or (4iv) compliance by the Lender Bank (or its Lending Office) or any corporation controlling the Lender Bank with any Capital Adequacy Regulation described in clauses (1) through (3) aboveRegulation, affects or would affect the amount of capital required or expected to be maintained by the Lender Bank or any corporation controlling the 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 is increased as a consequence of its Commitment, Loansloans, credits or obligations under this Agreement, then, upon thirty (30) days after written demand of by such Lender Bank to the Company through the Administrative Agent, the Company shall pay to the LenderBank, from time to time as specified by the LenderBank, additional amounts sufficient to compensate the Lender Bank for such increase; provided, however, that if any such Bank fails to deliver such demand within 120 days after the date on which an officer of such Bank has actual knowledge of its right to compensation under this Section 3.03(b), then such Bank shall only be entitled to additional compensation for any such increases in capital required from and after the date that is 120 days prior to the date such Bank delivers such demand.
(c) Section 3.01 and not this Section 3.03 shall be the only Section of this Agreement that applies to increased costs with respect to Taxes, Further Taxes and Other Taxes.
Appears in 1 contract
Sources: Credit Agreement (Conseco Inc)
Increased Costs and Reduction of Return. (a) If any Lender determines that, that due to either
any of (1i) 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 the calculation of the LIBOR 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 after the date hereof of any law or regulation or
(2including any law or regulation relating to Taxes (other than (A) Indemnified Taxes and (B) Excluded Taxes)), (ii) the compliance by that Lender with any guideline imposed or request made by from any central bank or other Governmental Authority after the date hereof (whether or not having the force of law), in each case of clauses (i) and (ii), after the later of the Agreement Date or the date such Lender became a party to this Agreement, (iii) compliance by that Lender with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or any request, rule, guideline or directive thereunder or issued in connection therewith (whether or not having the force of law), regardless of the date enacted, adopted or issued, or (iv) the compliance by that Lender with any requests, rules, guidelines or directives promulgated by Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or United States regulatory authorities, in each case pursuant to Basel III, regardless of the date enacted, adopted or issued, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any LIBOR LIBORTerm SOFR Term Loans, then then, subject to clause (c) of this Section 5.3, the Company 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.
(b) If any Lender shall have determined that
that (1i) the introduction after the date hereof of or compliance with any Capital Adequacy Regulation,
, (2ii) any change after the date hereof in any Capital Adequacy Regulation,
, (3iii) 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
in each case of clauses (4i) through (iii), after the later of the Agreement Date or the date such Lender became a party to this Agreement, (iv) compliance by that Lender with the Lender ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or any request, rule, guideline or directive thereunder or issued in connection therewith (whether or not having the force of law), regardless of the date enacted, adopted or issued, or (v) any requests, rules, guidelines or directives promulgated by Bank of America for International Settlements, the Basel Committee on Banking Supervision (or its Lending Officeany successor or similar authority) or any corporation controlling United States regulatory authorities, in each case pursuant to Basel III, regardless of the Lender with any Capital Adequacy Regulation described in clauses (1) through (3) abovedate enacted, adopted or issued affects or would affect the amount of capital required or expected to be maintained by the such Lender or any corporation or other entity controlling the 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 is increased as a consequence of its CommitmentCommitments, Loans, credits Term Loans or obligations Obligations under this Agreement, then, upon demand of such Lender to the Company Borrower through the Administrative Agent, subject to clause (c) of this Section 5.3, the Company Borrower shall pay to the such Lender, from time to time as specified by the such Lender, additional amounts sufficient to compensate the such Lender for such increase.
(c) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 5.3 shall not constitute a waiver of such Lender’s right to demand such compensation. Notwithstanding any other provision herein, no Lender shall demand compensation pursuant to this Section 5.3 if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements, if any (and such Lender so certifies to the Borrower).
Appears in 1 contract
Sources: Credit and Guaranty Agreement (United Rentals North America Inc)
Increased Costs and Reduction of Return. (a) If any Lender reasonably and in good faith determines that, due to either
either (1i) 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 the calculation of the LIBOR 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 after the date hereof of any law or regulation or
or (2ii) the compliance by that Lender with any guideline imposed or request made by from any central bank or other Governmental Authority after the date hereof (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 or maintaining any LIBOR Eurodollar Rate Loans, then the 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 costs; 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 D▇▇▇-F▇▇▇▇ ▇▇▇▇ 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 hereof.
(b) If any Lender reasonably and in good faith shall have determined that
that (1i) the introduction after the date hereof of any Capital Adequacy Regulation,
, (2ii) any change after the date hereof in any Capital Adequacy Regulation,
, (3iii) 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
or (4iv) compliance by the Lender (or its Lending Office) or any corporation controlling the Lender with any Capital Adequacy Regulation described Regulation, in clauses (1) through (3) aboveeach case after the Closing Date, affects or would affect the amount of capital required or expected to be maintained by the Lender or any corporation controlling 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 is increased as a consequence of its Commitment, Loansloans, credits or obligations under this Agreement, then, upon thirty (30) days after written demand of by such Lender to the Company through the Administrative Agent, the Company shall pay to the Lender, from time to time as specified by the Lender, additional amounts sufficient to compensate the Lender for such increase; 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; provided, further, 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.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Lender determines that, that due to either
any of (1i) 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 the calculation of the LIBOR 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 after the date hereof of any law or regulation or
(2including any law or regulation relating to Taxes (other than (A) Indemnified Taxes and (B) Excluded Taxes)), (ii) the compliance by that Lender with any guideline imposed or request made by from any central bank or other Governmental Authority after the date hereof (whether or not having the force of law), in each case of clauses (i) and (ii), after the later of the Agreement Date or the date such Lender became a party to this Agreement, (iii) compliance by that Lender with the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or any request, rule, guideline or directive thereunder or issued in connection therewith (whether or not having the force of law), regardless of the date enacted, adopted or issued, or (iv) the compliance by that Lender with any requests, rules, guidelines or directives promulgated by Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or United States regulatory authorities, in each case pursuant to Basel III regardless of the date enacted, adopted or issued, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any LIBOR Term SOFR Term Loans, then then, subject to clause (c) of this Section 5.3, the Company 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.
(b) If any Lender shall have determined that
that (1i) the introduction after the date hereof of or compliance with any Capital Adequacy Regulation,
, (2ii) any change after the date hereof in any Capital Adequacy Regulation,
, (3iii) 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
in each case of clauses (4i) through (iii), after the later of the Agreement Date or the date such Lender became a party to this Agreement, (iv) compliance by that Lender with the Lender D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or any request, rule, guideline or directive thereunder or issued in connection therewith (whether or not having the force of law), regardless of the date enacted, adopted or issued, or (v) any requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or its Lending Officeany successor or similar authority) or any corporation controlling United States regulatory authorities, in each case pursuant to Basel III regardless of the Lender with any Capital Adequacy Regulation described in clauses (1) through (3) abovedate enacted, adopted or issued affects or would affect the amount of capital required or expected to be maintained by the such Lender or any corporation or other entity controlling the 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 is increased as a consequence of its CommitmentCommitments, Loans, credits Term Loans or obligations Obligations under this Agreement, then, upon demand of such Lender to the Company Borrower through the Administrative Agent, subject to clause (c) of this Section 5.3, the Company Borrower shall pay to the such Lender, from time to time as specified by the such Lender, additional amounts sufficient to compensate the such Lender for such increase.
(c) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 5.3 shall not constitute a waiver of such Lender’s right to demand such compensation. Notwithstanding any other provision herein, no Lender shall demand compensation pursuant to this Section 5.3 if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements, if any (and such Lender so certifies to the Borrower).
Appears in 1 contract
Sources: Amendment and Restatement Agreement (United Rentals North America Inc)
Increased Costs and Reduction of Return. (a) If any Lender determines that, due to either
either (1i) 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 the calculation of the LIBOR 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 after the date hereof of any law or regulation or
after the Effective Date or (2ii) the compliance by that such Lender with any guideline imposed or request made by 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 or maintaining any LIBOR LoansOffshore Rate Loans or participating in Letters of Credit, or, in the case of an Issuer, any increase in the cost to such 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 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 costs.
(b) If any Lender shall have determined that
that (1i) the introduction after the date hereof of any Capital Adequacy Regulation,
Regulation after the Effective Date, (2ii) any change after the date hereof in any Capital Adequacy Regulation,
Regulation after the Effective Date, (3iii) any change after the date hereof in the interpretation or administration of any Capital Adequacy Regulation after the Effective Date by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or
thereof or (4iv) compliance by the such Lender (or its Lending Office) or any corporation controlling the such Lender with any Capital Adequacy Regulation described in clauses (1) through (3) aboveRegulation, affects or would affect the amount of capital required or expected to be maintained by the such Lender or any corporation controlling the 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 is increased as a consequence of its Commitment, Loansloans, credits or obligations under this Agreement, then, upon demand of such Lender to the Company through the Administrative Agent, the Company shall pay to the such Lender, from time to time as specified by the such Lender, additional amounts sufficient to compensate the such Lender for such increase.
Appears in 1 contract
Sources: Credit Agreement (Regis Corp)
Increased Costs and Reduction of Return. (a) If any Lender reasonably determines that, due to either
either (1i) 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 the calculation of the LIBOR 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 after the date hereof of any law or regulation or
or (2ii) the compliance by that Lender with any guideline imposed or request made by from any central bank or other Governmental Authority after the date hereof (whether or not having the force of law, but which lenders in such jurisdiction generally recognize as having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any LIBOR LoansRate Loans or participating in Letters of Credit, or, in the case of the Issuing Bank, any increase in the cost to the Issuing 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 Company Borrowers shall be liable for, and shall from time to time, upon demand on the Borrowers' Representative (with a copy of such demand to be sent to the Administrative appropriate Agent), pay to the Administrative such Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs.
(b) If any Lender Lender, the Overdraft Bank or the Issuing Bank shall have reasonably determined that
that (1i) the introduction after the date hereof of any Capital Adequacy Regulation,
, (2ii) any change after the date hereof in any Capital Adequacy Regulation,
, (3iii) 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
or (4iv) compliance by such Lender, the Lender Overdraft Bank or the Issuing Bank (or its Lending Office) or any corporation controlling such Lender, the Lender Overdraft Bank or the Issuing Bank with any Capital Adequacy Regulation described in clauses (1) through (3) aboveRegulation, affects or would affect the amount of capital required or expected to be maintained by such Lender or the Lender Issuing Bank or any corporation controlling such Lender or the Lender Issuing Bank and (taking into consideration such Lender’s 's, the Overdraft Bank's or the Issuing Bank's, as applicable, or such corporation’s 's policies with respect to capital adequacy and such Lender’s 's, the Overdraft Bank or the Issuing Bank's, as applicable, desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment, LoansL/C Commitment, loans, credits or obligations under this Agreement, then, upon demand of such Lender Lender, the Overdraft Bank or the Issuing Bank to the Company Borrowers' Representative through the Administrative Agent, the Company Borrowers shall pay to the such Lender, from time to time as specified by such Lender, the LenderOverdraft Bank's or the Issuing Bank, as applicable, additional amounts sufficient to compensate the Lender Lender, the Overdraft Bank or the Issuing Bank for such increase.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If Except for Taxes, which shall be governed by Section 4.1, if any Lender or Letter of Credit Issuer determines that, that due to either
either (1i) 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 the calculation of the LIBOR 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 after the date hereof of any law or regulation or
or (2ii) the compliance by that Lender or Letter of Credit Issuer with any guideline imposed or request made by 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 or Letter of Credit Issuer of agreeing to make or making, funding or maintaining any LIBOR LoansRate Loans or issuing, maintaining or participating in any Letter of Credits, then the Company 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 LenderLender or Letter of Credit Issuer, additional amounts as are sufficient to compensate such Lender for such increased costs. Notwithstanding the foregoing, the Borrowers shall not be liable to the Agent or any Lender or the Letter of Credit Issuer for any amounts claimed under this Section 4.3(a) in connection with events that occurred more than 180 days before the Borrowers’ receipt of a Lender’s or Letter of Credit Issuer’s request claiming entitlement to such compensation.
(b) If any Lender or Letter of Credit Issuer shall have determined that
that (1i) the introduction after the date hereof of any Capital Adequacy Regulation,
, (2ii) any change after the date hereof in any Capital Adequacy Regulation,
, (3iii) 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
or (4iv) compliance by the Lender (or its Lending Office) such Lender, Letter of Credit Issuer or any corporation or other entity controlling the such Lender or Letter of Credit Issuer with any Capital Adequacy Regulation described in clauses (1) through (3) aboveRegulation, affects or would affect the amount of capital required or expected to be maintained by the Lender such Lender, Letter of Credit Issuer or any corporation or other entity controlling the such Lender or Letter of Credit Issuer and (taking into consideration such Lender’s, such Letter of Credit Issuer’s or such corporation’s or other entity’s policies with respect to capital adequacy and such Lender’s or Letter of Credit Issuer’s desired return on capital) determines that the amount of such capital is increased as a consequence of its CommitmentCommitments, Loansloans, credits or obligations under this Agreement, then, upon demand of such Lender or Letter of Credit Issuer to the Company any Borrower through the Administrative Agent, the Company Borrowers shall pay to the Lendersuch Lender or Letter of Credit Issuer, from time to time as specified by the Lendersuch Lender or Letter of Credit Issuer, additional amounts sufficient to compensate the such Lender or Letter of Credit Issuer for such increase. Notwithstanding the foregoing, the Borrowers shall not be liable to the Agent or any Lender or the Letter of Credit Issuer for any amounts claimed under this Section 4.3(b) in connection with events that occurred more than 180 days before the Borrowers’ receipt of a Lender’s or Letter of Credit Issuer’s request claiming entitlement to such compensation.
Appears in 1 contract
Sources: Credit Agreement (Unifi Inc)
Increased Costs and Reduction of Return. (a) If any Lender determines that, that due to either
any of (1i) 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 the calculation of the LIBOR 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 after the date hereof of any law or regulation or
(2including any law or regulation relating to Taxes (other than (x) Indemnified Taxes and (y) Excluded Taxes)), (ii) the compliance by that Lender with any guideline imposed or request made by from any central bank or other Governmental Authority after the date hereof (whether or not having the force of law), in each case of clauses (i) and (ii), after the later of the Agreement Date or the date such Lender became a party to this Agreement, (iii) compliance by that Lender with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or any request, rule, guideline or directive thereunder or issued in connection therewith (whether or not having the force of law), regardless of the date enacted, adopted or issued, or (iv) the compliance by that Lender with any 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 regulatory authorities, in each case pursuant to Basel III, regardless of the date enacted, adopted or issued, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any LIBOR Loans, then BA Equivalent Loans or Base Rate Loans bearing interest based on the Company Foreign Base Rate, then, subject to clause (c) of this Section 5.3, the 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 costs.
(b) If any Lender shall have determined that
that (1i) the introduction after the date hereof of or compliance with any Capital Adequacy Regulation,
, (2ii) any change after the date hereof in any Capital Adequacy Regulation,
, (3iii) 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
in each case of clauses (4i) through (iii), after the later of the Agreement Date or the date such Lender became a party to this Agreement, (iv) compliance by that Lender with the Lender ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or any request, rule, guideline or directive thereunder or issued in connection therewith (whether or not having the force of law), regardless of the date enacted, adopted or issued, or (v) any requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or its Lending Officeany successor or similar authority) or any corporation controlling United States regulatory authorities, in each case pursuant to Basel III, regardless of the Lender with any Capital Adequacy Regulation described in clauses (1) through (3) abovedate enacted, adopted or issued affects or would affect the amount of capital required or expected to be maintained by the such Lender or any corporation or other entity controlling the 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 is increased as a consequence of its CommitmentCommitments, Loansloans, credits or obligations under this Agreement, then, upon demand of such Lender to the Company Borrowers’ Agent through the Administrative Agent, subject to clause (c) of this Section 5.3, the Company Borrowers shall pay to the such Lender, from time to time as specified by the such Lender, additional amounts sufficient to compensate the such Lender for such increase.
(c) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 5.3 shall not constitute a waiver of such Lender’s right to demand such compensation. Notwithstanding any other provision herein, no Lender shall demand compensation pursuant to this Section 5.3 if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements, if any (and such Lender so certifies to the Borrowers).
Appears in 1 contract
Sources: Credit Agreement (United Rentals North America Inc)
Increased Costs and Reduction of Return. (a) If any Lender determines shall determine that, due to either
either (1i) the introduction after the date hereof 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 LIBOR Rate or in respect of the assessment rate payable by any Lender to the FDIC for insuring U.S. deposits) in in, or in the interpretation after the date hereof of, any Requirement of any law Law or regulation or
(2ii) the compliance by that Lender with any guideline imposed or request made by from any central bank or other Governmental Authority after the date hereof (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 or maintaining any LIBOR LoansRateSOFR Loans or (y) the Lender 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 Company 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 costscosts 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 ▇▇▇▇▇▇’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:
(1i) the introduction after the date hereof of any Capital Adequacy Regulation,;
(2ii) any change after the date hereof in any Capital Adequacy Regulation,;
(3iii) 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
(4iv) compliance by the such Lender (or its Lending Office) or any corporation entity controlling the Lender Lender, with any Capital Adequacy Regulation described in clauses (1) through (3) above, Regulation; affects or would affect the amount of capital required or expected to be maintained by the such Lender or any corporation entity controlling the 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 is increased as a consequence of its CommitmentCommitment(s), Loansloans, credits or obligations under this Agreement, then, upon within thirty (30) days of demand of such Lender (with a copy to the Company through the Administrative Agent), the Company Borrower shall pay to the such Lender, from time to time as specified by the such Lender, additional amounts sufficient to compensate such Lender (or the Lender entity controlling the Lender) for such increase; provided, that the Borrower shall not be required to compensate any Lender pursuant to this Section 11.3(b) for any amounts incurred more than 180 days prior to the date that such Lender notifies the Borrower, in writing of the amounts and of such Lender’s intention to claim compensation thereof; provided, further, that if the event giving rise to such increase is retroactive, then the 180-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 or Letter of Credit Issuer determines that, that due to either
any of (1i) 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 the calculation of the LIBOR 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 after the date hereof of any law or regulation or
(2including any law or regulation relating to Taxes (other than (x) Indemnified Taxes and (y) Excluded Taxes)), (ii) the compliance by that Lender or Letter of Credit Issuer with any guideline imposed or request made by from any central bank or other Governmental Authority after the date hereof (whether or not having the force of law), in each case of clauses (i) and (ii), after the later of the Agreement Date or the date such Lender or Letter of Credit Issuer became a party to this Agreement, (iii) compliance by that Lender or Letter of Credit Issuer with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or any request, rule, guideline or directive thereunder or issued in connection therewith (whether or not having the force of law), regardless of the date enacted, adopted or issued, or (iv) the compliance by that Lender or Letter of Credit Issuer with any 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 regulatory authorities, in each case pursuant to Basel III, regardless of the date enacted, adopted or issued, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any LIBOR Term SOFR Loans, then Daily One Month SOFR Loans, Term ▇▇▇▇▇ Loans or Daily Simple ▇▇▇▇▇ Loans, then, subject to clause (c) of this Section 5.3, the Company 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 LenderLender or Letter of Credit Issuer, additional amounts as are sufficient to compensate such Lender for such increased costs.
(b) If any Lender or Letter of Credit Issuer shall have determined that
that (1i) the introduction after the date hereof of or compliance with any Capital Adequacy Regulation,
, (2ii) any change after the date hereof in any Capital Adequacy Regulation,
, (3iii) 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
in each case of clauses (4i) through (iii), after the later of the Agreement Date or the date such Lender or Letter of Credit Issuer became a party to this Agreement, (iv) compliance by that Lender with the Lender ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or any request, rule, guideline or directive thereunder or issued in connection therewith (whether or not having the force of law), regardless of the date enacted, adopted or issued, or (v) any requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or its Lending Officeany successor or similar authority) or any corporation controlling United States regulatory authorities, in each case pursuant to Basel III, regardless of the Lender with any Capital Adequacy Regulation described in clauses (1) through (3) abovedate enacted, adopted or issued affects or would affect the amount of capital required or expected to be maintained by the such Lender or any corporation or other entity controlling the such Lender or Letter of Credit Issuer and (taking into consideration such Lender’s, Letter of Credit Issuer’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 is increased as a consequence of its CommitmentCommitments, Loansloans, credits or obligations under this Agreement, then, upon demand of such Lender or Letter of Credit Issuer to the Company Borrowers’ Agent through the Administrative Agent, subject to clause (c) of this Section 5.3, the Company Borrowers shall pay to the Lendersuch Lender or Letter of Credit Issuer, from time to time as specified by the Lendersuch Lender or Letter of Credit Issuer, additional amounts sufficient to compensate the such Lender or Letter of Credit Issuer for such increase.
(c) Failure or delay on the part of any Lender or Letter of Credit Issuer to demand compensation pursuant to the foregoing provisions of this Section 5.3 shall not constitute a waiver of such Lender’s or Letter of Credit Issuer’s right to demand such compensation. Notwithstanding any other provision herein, no Lender or Letter of Credit Issuer shall demand compensation pursuant to this Section 5.3 if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements, if any (and such Lender or Letter of Credit Issuer so certifies to the Borrowers).
Appears in 1 contract
Sources: Credit Agreement (Herc Holdings Inc)
Increased Costs and Reduction of Return. (a) If any Lender determines thatIf, due to either
either (1i) 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 the calculation of the LIBOR 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 after the date hereof of any law or regulation or
(2including FRB Regulation D) after the Closing Date (other than changes with respect to Taxes) or (ii) the compliance by that any Lender with any guideline imposed or request made by order from any central bank or other Governmental Authority after the date hereof 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 or maintaining any LIBOR LoansEurodollar Loans or participating in Swing Line Loans or Special Facility Obligations, or, in the case of the Fronting Lender, any increase in the cost to the Fronting Lender of Issuing or agreeing to Issue any Letter of Credit or creating or agreeing to create any Acceptance, or agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit or any unpaid maturing of any Acceptance, then the Company Borrower shall be liable for, and shall from time to time, upon promptly after receipt of written demand therefor (with a copy of such demand to be sent to the Administrative Agent), accompanied by a written notice showing in reasonable detail the basis for the calculation of any such increased costs (which notice shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. References in this Section 4.03(a) to the "Closing Date" shall, for purposes of each Letter of Credit or Acceptance listed on Schedule C hereto, be deemed to refer to the date such Letter of Credit was initially issued.
(b) If any Lender shall have determined that
If, after the Closing Date, (1i) the introduction after the date hereof of any Capital Adequacy Regulation,
, (2ii) any change after the date hereof in any Capital Adequacy Regulation,
, (3iii) any change after the date hereof in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority Authority, or by NAIC or any other comparable agency charged with the interpretation or administration thereof, or
thereof or (4iv) compliance by the any Lender (or its Lending Office) or any corporation controlling the any Lender with any Capital Adequacy Regulation described in clauses (1) through (3) aboveRegulation, affects or would affect the amount of capital required or expected to be maintained by the such Lender or any corporation controlling the 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 is increased as a consequence of its Commitment, Loansloans, credits credits, participation interests or obligations under this Agreement, then, upon demand of such Lender to the Company Borrower through the Administrative Agent, accompanied by a written notice showing in reasonable detail the Company basis for calculation of any such amounts, Borrower shall pay to the such Lender, from time to time promptly after receipt of such demand and notice as specified by the such Lender, additional amounts sufficient to compensate the such Lender for such increase.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Lender determines that, due to either
(1) the introduction that after the date hereof 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 LIBOR Rate or in respect of the assessment rate payable by any Lender to the FDIC for insuring U.S. depositsEurodollar Rate) in or in the interpretation after the date hereof of any law or regulation or
or (2ii) the compliance by that the LC Issuer or such Lender with any guideline imposed or request made by 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 or maintaining any LIBOR Eurodollar Rate Loans, then the Company Borrower shall be liable for, and shall from time to time, upon within five Business Days after demand, which demand shall include the certificate required by Section 4.6 (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; provided that the Borrower shall not be obligated to pay any additional amounts which were incurred by such Lender more than 90 days prior to the date of such request.
(b) If the LC Issuer or any Lender shall have determined that
(1) the introduction that after the date hereof (i) the introduction of any Capital Adequacy Regulation,
, (2ii) any change after the date hereof in any Capital Adequacy Regulation,
, (3iii) 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
or (4iv) compliance by the LC Issuer or such Lender (or its Lending Office) or any corporation controlling the LC Issuer or such Lender with any Capital Adequacy Regulation described in clauses (1) through (3) aboveRegulation, affects or would affect the amount of capital required or expected to be maintained by the LC Issuer or such Lender or any corporation controlling the LC Issuer or such Lender and (taking into consideration the LC Issuer's or such Lender’s 's or such corporation’s 's policies with respect to capital adequacy and the LC Issuer or such Lender’s 's desired return on capital) determines that the amount of such capital is increased or its rate of return is decreased as a consequence of its Commitment, Loansloans, credits or obligations under this Agreement, then, upon within five Business Days after demand, which demand shall include the certificate required by Section 4.6 of the LC Issuer or such Lender to the Company Borrower through the Administrative Agent, the Company Borrower shall pay to the LC Issuer or such Lender, from time to time as specified by the Lender, additional amounts sufficient to compensate the LC Issuer or such Lender for such increase; provided that the Borrower shall not be obligated to pay any additional amounts which were incurred by the LC Issuer or such Lender more than 90 days prior to the date of such request.
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
either (1i) the introduction after the date hereof 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 LIBOR Rate or in respect of the assessment rate payable by any Lender to the FDIC for insuring U.S. deposits) in in, or in the interpretation after the date hereof of, any Requirement of any law Law or regulation or
(2ii) the compliance by that Lender with any guideline imposed or request made by from any central bank or other Governmental Authority after the date hereof (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) Excluded Tax, there shall be any increase in the cost to such Lender or L/C Issuer of agreeing to make or making, funding or maintaining any LIBOR LoansRate Loans or of Issuing or maintaining any Letter of Credit, then the Company 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 costs; 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:
(1i) the introduction after the date hereof of any Capital Adequacy Regulation,;
(2ii) any change after the date hereof in any Capital Adequacy Regulation,;
(3iii) 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
(4iv) compliance by the such Lender or L/C Issuer (or its Lending Office) or any corporation entity controlling the Lender or L/C Issuer, with any Capital Adequacy Regulation described in clauses (1) through (3) above, Regulation; affects or would affect the amount of capital or liquidity required or expected to be maintained by the such Lender or L/C Issuer or any corporation entity controlling the 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), Loansloans, 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 Company through the Administrative Agent), the Company Borrowers shall pay to the Lendersuch Lender or L/C Issuer, from time to time as specified by the Lendersuch Lender 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; provided, that no Borrower shall be required to compensate any Lender or L/C Issuer pursuant to this Section 10.3(b) for any amounts incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies Borrower Representative, in writing of the amounts and of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the event giving rise to such increase is retroactive, then the 180-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 Bank shall determine that, due to either
either (1i) 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 the calculation of the LIBOR 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 after the date hereof of any law Requirement of Law or regulation or
(2ii) the compliance by that Lender with any guideline imposed or request made by 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 Bank of agreeing to to23 make or of making, funding or maintaining any LIBOR LoansLoans hereunder, then the Company shall be liable for, and shall from time to time, upon written demand therefor by such Bank (with a copy of such demand to be sent to the Administrative Agent), which demand shall set forth the basis of such increased cost in reasonable detail, 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 costs.
(b) If any Lender Bank shall have reasonably determined that
that (1i) the introduction after the date hereof of any Capital Adequacy Regulation,
, (2ii) any change after the date hereof in any Capital Adequacy Regulation,
, (3iii) 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
or (4iv) compliance with any Capital Adequacy Regulation by the Lender such Bank (or its Lending Office) or any corporation controlling the Lender with any Capital Adequacy Regulation described in clauses (1) through (3) abovesuch Bank, affects effects or would affect effect an increase in the amount of capital required or expected to be maintained by the Lender such Bank or any corporation controlling the Lender and such Bank (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 is increased as a consequence of its Commitment, Loans, credits or obligations under this Agreement), then, upon written demand of such Lender Bank (with a copy to the Company through Agent), which demand shall set forth in reasonable detail the Administrative Agentbasis for any such increase in required capital, the Company shall immediately pay to the Lendersuch Bank, from time to time as specified by the Lendersuch Bank, additional amounts sufficient to compensate the Lender such Bank for such increase.
(c) If any Bank shall have determined that any of the events described in Sections 3.03(a) or 3.03(b) affects or would affect an increase in cost or reduction of return resulting in an additional Obligations hereunder, such Bank shall, with reasonable promptness, notify the Company and the Agent of such determination, PROVIDEd that no failure to do so shall relieve the Company of any Obligation hereunder.
Appears in 1 contract
Sources: Credit Agreement (Apartment Investment & Management Co)
Increased Costs and Reduction of Return. (a) If any --------------------------------------- Lender determines that, due to either
either (1i) 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 the calculation of the LIBOR Rate or in respect of the assessment rate payable by any Lender to the FDIC for insuring U.S. depositsOffshore Rate) in or in the interpretation after the date hereof of any law or regulation or
or (2ii) the compliance by that such Lender with any guideline imposed or request made by 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 or maintaining any LIBOR LoansOffshore Rate Committed Loan or participating in any Letter of Credit, or, in the case of 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 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 costscost.
(b) If any Lender shall have determined that
that (1i) the introduction after the date hereof of any Capital Adequacy Regulation,
, (2ii) any change after the date hereof in any Capital Adequacy Regulation,
, (3iii) any 52 60 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
or (4iv) compliance by the such Lender (or its Lending Office) or any corporation controlling the such Lender with any Capital Adequacy Regulation described in clauses (1) through (3) above, affects or would affect the amount of capital required or expected to be maintained by the such Lender or any corporation controlling the 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 is increased as a consequence of its Commitment, Loans, credits Loans or obligations under this Agreement, then, upon demand of such Lender to the Company through the Administrative Agent, the Company shall pay to the such Lender, from time to time as specified by the such Lender, additional amounts sufficient to compensate the such Lender for such increase.
(c) Notwithstanding the foregoing provisions of this Section 4.3, if any Lender fails to notify the Company of any ----------- event or circumstance which will entitle such Lender to compensation pursuant to this 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 Company for any amount arising prior to the date which is 60 days before the date on which such Lender notifies the Company of such event or circumstance.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Lender reasonably and in good faith determines that, due to either
either (1i) 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 the calculation of the LIBOR 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 after the date hereof of any law or regulation or
or (2ii) the compliance by that Lender with any guideline imposed or request made by from any central bank or other Governmental Authority after the date hereof (whether or not having the force of law)) after the later of (x) the Effective Date and (y) the date such Lender becomes a party to this Agreement, there shall be any increase in the cost (including Taxes, other than (i) Taxes described in clauses (b) and (c) of the definition of “Excluded Taxes”, (ii) Connection Income Taxes and (iii) Indemnified Taxes) to such Lender of agreeing to make or making, funding or maintaining any LIBOR LoansLoans or participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligations to participate in or issue any Letter of Credit), or any reduction in the amount of any sum received or receivable by such Lender, then the Company Borrower 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 costscosts or reduction suffered, to the extent such Lender is imposing such costs on borrowers that are similarly situated to the Borrower with respect to whom such Lender has similar rights of compensation.
(b) If any Lender reasonably and in good faith shall have determined that
that (1i) the introduction after the date hereof of any Capital Adequacy Regulation,
, (2ii) any change after the date hereof in any Capital Adequacy Regulation,
, (3iii) 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
or (4iv) compliance by the Lender (or its Lending Office) or any corporation controlling the Lender with any Capital Adequacy Regulation described Regulation, in clauses each case after the later of (1x) through the Effective Date and (3y) abovethe date such Lender becomes a party to this Agreement, affects or would affect the amount of capital or liquidity required or expected to be maintained by the Lender or any corporation controlling the Lender and (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy or liquidity and such Lender’s desired return on capital) determines that the amount of such capital or liquidity is increased as a consequence of its Revolving Commitment, Loansloans, credits or obligations under this Agreement, then, upon thirty (30) days after written demand of by such Lender to the Company Borrower through the Administrative Agent, the Company Borrower shall pay to the Lender, from time to time as specified by the Lender, additional amounts sufficient to compensate the Lender for such increase, to the extent such Lender is employing such increase with respect to borrowers that are similarly situated to the Borrower with respect to whom such Lender has similar rights of compensation.
(c) Notwithstanding anything herein to the contrary, for all purposes of the Loan Documents, all requests, rules, guidelines or directives concerning liquidity and capital adequacy issued by any United States regulatory authority (i) under or in connection with the implementation of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and (ii) in connection with the implementation of the recommendations of the Bank for International Settlements or the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority), in each case pursuant to Basel III, regardless of the date adopted, issued, promulgated or implemented are deemed to have been adopted and to have taken effect after the date hereof and after the date any Lender becomes a party to this Agreement.
(d) The Borrower shall not be required to compensate any Lender pursuant to this Section 3.03 for any increased costs or reduced returns to the extent such Lender makes written demand on the Borrower for compensation later than 270 days after the date any such increased cost or reduced return is incurred; provided that, if the change in law giving rise to any such increased cost or reduced giving rise to such claims are retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof. A certificate setting forth the amount of such increased costs or reduced returns delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.
Appears in 1 contract
Sources: Credit Agreement (KKR & Co. Inc.)
Increased Costs and Reduction of Return. (a) If any Lender determines or L/C Issuer shall determine that, due to either
either (1i) the introduction after the date hereof 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 LIBOR Rate or in respect of the assessment rate payable by any Lender to the FDIC for insuring U.S. deposits) in in, or in the interpretation after the date hereof of, any Requirement of any law Law or regulation or
(2ii) the compliance by that Lender with any guideline imposed or request made by from any central bank or other Governmental Authority after the date hereof (whether or not having the force of law), in the case of either clause (i) or (ii) above subsequent to the date hereof, (x) there shall be any increase in the cost to such Lender or L/C Issuer of agreeing to make or making, funding or maintaining any LIBOR LoansRate Loans or of Issuing or maintaining any Letter of Credit or any reduction of any sum received or receivable by such Lender or L/C Issuer hereunder 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 Company 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 costscosts or such Taxes; 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:
(1i) the introduction after the date hereof of any Capital Adequacy Regulation,;
(2ii) any change after the date hereof in any Capital Adequacy Regulation,;
(3iii) 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
(4iv) compliance by the such Lender or L/C Issuer (or its Lending Office) or any corporation entity controlling the such Lender or L/C Issuer, with any Capital Adequacy Regulation described in clauses (1) through (3) above, Regulation; affects or would affect the amount of capital or liquidity required or expected to be maintained by the such Lender or L/C Issuer or any corporation entity controlling the 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 liquidity 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), Loansloans, 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 Company through the Administrative Agent), the Company Borrower shall pay to the Lendersuch Lender or L/C Issuer, from time to time as specified by the Lendersuch Lender 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; provided, that the Borrower shall not be required to compensate any Lender or L/C Issuer pursuant to this Section 10.3(b) for any amounts incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower, in writing of the amounts and of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the event giving rise to such increase is retroactive, then the 180-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) 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 and in good faith determines that, due to either
either (1x) 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 the calculation of the LIBOR 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 after the date hereof of any law or regulation or
or (2y) the compliance by that Lender with any guideline imposed or request made by from any central bank or other Governmental Authority after the date hereof (whether or not having the force of law)) after the Closing Date, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any LIBOR Eurodollar Rate Loans, including Taxes (other than (i) Taxes described in clauses (c), (d) and (e) of the definition of “Excluded Taxes”, (ii) Connection Income Taxes and (iii) Indemnified Taxes that are covered by Section 3.01) on its loans, loan principal, letters of credit, commitments or other obligations, or its deposits, reserves, liabilities or capital attributable thereto, then the Company Borrower 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 costs.
(b) If any Lender reasonably and in good faith shall have determined that
that (1i) the introduction after the date hereof of any Capital Adequacy Regulation,
, (2ii) any change after the date hereof in any Capital Adequacy Regulation,
, (3iii) 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
or (4iv) compliance by the Lender (or its Lending Office) or any corporation controlling the Lender with any Capital Adequacy Regulation described of the foregoing, in clauses (1) through (3) aboveeach case after the Closing Date, affects does or would affect shall have the amount effect of reducing the rate of return on such Lender’s or such corporation’s capital required or expected as a consequence of such Lender’s obligations hereunder to be maintained by the a level below that which such Lender or any such corporation controlling the Lender and could have achieved but for such change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy and or liquidity) by an amount deemed by such Lender’s desired return on capital) determines that the amount of such capital is increased as a consequence of its CommitmentLender to be material, Loansthen from time to time, credits or obligations under this Agreement, then, upon demand of within thirty days after submission by such Lender to the Company Borrower (through the Administrative Agent) of a written request therefor certifying (x) that one of the events described in this clause (b) has occurred and describing in reasonable detail the nature of such event, (y) as to the reduction of the rate of return on capital resulting from such event and (z) as to the additional amount or amounts demanded by such Lender or corporation and a reasonably detailed explanation of the calculation thereof, the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or corporation for such reduction. Such a certificate as to any additional amounts payable pursuant to this Section 3.03(b) submitted by such Lender, through the Administrative Agent, the Company shall pay to the Borrower shall be conclusive in the absence of manifest error. Notwithstanding anything to the contrary in this Section 3.03(b), the Borrower shall not be required to compensate a Lender pursuant to this Section 3.03(b) for any amounts incurred more than 270 days prior to the date that such Lender notifies the Borrower of such Lender’s intention to claim compensation therefor; provided that, from time if the change in law giving rise to time as specified any such increased cost or reductions is retroactive, then the 270 day period referred to above shall be extended to include the period of retroactive effect thereof.
(c) Notwithstanding anything herein to the contrary, for all purposes of the Loan Documents, (i) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder, issued in connection therewith or in implementation thereof and (ii) all requests, rules, guidelines or directives promulgated by the LenderBank for International Settlements, additional amounts sufficient the Basel Committee on Banking Supervision (or any successor or similar authority), or the United States or other regulatory authorities, in each case, pursuant to compensate Basel III, will in each case, regardless of the Lender for such increasedate adopted, issued, promulgated or implemented be deemed to have been adopted and to have taken effect after the date hereof.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Lender determines that, that due to either
any of (1i) 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 the calculation of the LIBOR 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 after the date hereof of any law or regulation or
(2including any law or regulation relating to Taxes (other than (A) Indemnified Taxes and (B) Excluded Taxes)), (ii) the compliance by that Lender with any guideline imposed or request made by from any central bank or other Governmental Authority after the date hereof (whether or not having the force of law), in each case of clauses (i) and (ii), after the later of the Agreement Date or the date such Lender became a party to this Agreement, (iii) compliance by that Lender with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or any request, rule, guideline or directive thereunder or issued in connection therewith (whether or not having the force of law), regardless of the date enacted, adopted or issued, or (iv) the compliance by that Lender with any requests, rules, guidelines or directives promulgated by Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or United States regulatory authorities, in each case pursuant to Basel III, regardless of the date enacted, adopted or issued, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any LIBOR Term Loans, then then, subject to clause (c) of this Section 5.3, the Company 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.
(b) If any Lender shall have determined that
that (1i) the introduction after the date hereof of or compliance with any Capital Adequacy Regulation,
, (2ii) any change after the date hereof in any Capital Adequacy Regulation,
, (3iii) 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
in each case of clauses (4i) through (iii), after the later of the Agreement Date or the date such Lender became a party to this Agreement, (iv) compliance by that Lender with the Lender ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or any request, rule, guideline or directive thereunder or issued in connection therewith (whether or not having the force of law), regardless of the date enacted, adopted or issued, or (v) any requests, rules, guidelines or directives promulgated by Bank of America for International Settlements, the Basel Committee on Banking Supervision (or its Lending Officeany successor or similar authority) or any corporation controlling United States regulatory authorities, in each case pursuant to Basel III, regardless of the Lender with any Capital Adequacy Regulation described in clauses (1) through (3) abovedate enacted, adopted or issued affects or would affect the amount of capital required or expected to be maintained by the such Lender or any corporation or other entity controlling the 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 is increased as a consequence of its CommitmentCommitments, Loans, credits Term Loans or obligations Obligations under this Agreement, then, upon demand of such Lender to the Company Borrower through the Administrative Agent, subject to clause (c) of this Section 5.3, the Company Borrower shall pay to the such Lender, from time to time as specified by the such Lender, additional amounts sufficient to compensate the such Lender for such increase.
(c) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 5.3 shall not constitute a waiver of such Lender’s right to demand such compensation. Notwithstanding any other provision herein, no Lender shall demand compensation pursuant to this Section 5.3 if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements, if any (and such Lender so certifies to the Borrower).
Appears in 1 contract
Sources: Credit and Guaranty Agreement (United Rentals North America Inc)
Increased Costs and Reduction of Return. (a) If any Lender determines that, that due to either
any of (1i) 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 the calculation of the LIBOR 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 after the date hereof of any law or regulation or
(2other than any law or regulation relating to Taxes which shall be governed by Section 5.1), (ii) the compliance by that Lender with any guideline imposed or request made by from any central bank or other Governmental Authority after the date hereof (whether or not having the force of law), in each case of clauses (i) and (ii), after the later of the Agreement Date or the date such Lender became a party to this Agreement, (iii) compliance by that Lender with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or any request, rule, guideline or directive thereunder or issued in connection therewith (whether or not having the force of law), regardless of the date enacted, adopted or issued, or (iv) the compliance by that Lender with any 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 regulatory authorities, in each case pursuant to Basel III, regardless of the date enacted, adopted or issued, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any LIBOR Loans or BA Equivalent Loans, then then, subject to clause (c) of this Section 5.3, the Company 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 costs.
(b) If any Lender shall have determined that
that (1i) the introduction after the date hereof of or compliance with any Capital Adequacy Regulation,
, (2ii) any change after the date hereof in any Capital Adequacy Regulation,
, (3iii) 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
in each case of clauses (4i) through (iii), after the later of the Agreement Date or the date such Lender became a party to this Agreement, (iv) compliance by that Lender with the Lender ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or any request, rule, guideline or directive thereunder or issued in connection therewith (whether or not having the force of law), regardless of the date enacted, adopted or issued, or (v) any requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or its Lending Officeany successor or similar authority) or any corporation controlling United States regulatory authorities, in each case pursuant to Basel III, regardless of the Lender with any Capital Adequacy Regulation described in clauses (1) through (3) abovedate enacted, adopted or issued affects or would affect the amount of capital required or expected to be maintained by the such Lender or any corporation or other entity controlling the 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 is increased as a consequence of its CommitmentCommitments, Loansloans, credits or obligations under this Agreement, then, upon demand of such Lender to the Company Borrowers’ Agent through the Administrative Agent, subject to clause (c) of this Section 5.3, the Company Borrowers shall pay to the such Lender, from time to time as specified by the such Lender, additional amounts sufficient to compensate the such Lender for such increase.
(c) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 5.3 shall not constitute a waiver of such Lender’s right to demand such compensation. Notwithstanding any other provision herein, no Lender shall demand compensation pursuant to this Section 5.3 if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements, if any (and such Lender so certifies to the Borrowers).
Appears in 1 contract
Sources: Credit Agreement (United Rentals North America Inc)
Increased Costs and Reduction of Return. (a) If any Lender determines that, due to either
either (1i) the introduction after the date hereof 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 LIBOR Rate or in respect of LIBOR) after the assessment rate payable by any Lender to the FDIC for insuring U.S. deposits) Closing Date in or in the interpretation after the date hereof of any law or regulation or
by any Governmental Authority charged with the interpretation or administration thereof or (2ii) the compliance by that Lender with any guideline imposed or request made by from any central bank or other Governmental Authority after the date hereof (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 or maintaining any LIBOR Loans, then the Company 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. 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 reasonably shall have determined that
that (1i) the introduction after the date hereof Closing Date of any Capital Adequacy Regulation,
, (2ii) any change after the date hereof Closing Date in any Capital Adequacy Regulation,
, (3iii) any change after the date hereof 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 (4iv) compliance by the Lender (or its Lending Office) or any corporation controlling the Lender with any such Capital Adequacy Regulation described in clauses (1) through (3) aboveRegulation, affects or would affect the amount of capital required or expected to be maintained by the Lender or any corporation controlling 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 capitalcapital adequacy) reasonably determines that the amount of such capital is increased as a consequence of its CommitmentCommitments, Loansloans, credits or obligations under this Agreement, then, upon demand of such Lender to the Company Borrower through the Administrative Agent, the Company Borrower shall pay to the Lender, from time to time as specified by the Lender, additional amounts sufficient to compensate the Lender for such increase.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Lender determines that, due to either
shall reasonably determine that either (1i) the introduction after the date hereof 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 LIBOR Rate or in respect of the assessment rate payable by any Lender to the FDIC for insuring U.S. deposits) in in, or in the interpretation after the date hereof of of, any law or regulation or
or (2ii) the compliance by that Lender with any guideline imposed or request made by from any central bank or other Governmental Authority after the date hereof (whether or not having the force of law), there in the case of either clause (i) or (ii) subsequent to the date hereof, (A) shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement pursuant to Section 10.6); (B) subject any Lender to any tax of any kind whatsoever (other than (i) any Excluded Taxes or (ii) Indemnified Taxes that are indemnified under Section 10.1) with respect to this Agreement or any LIBOR Rate Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof; or (C) impose on any Lender or the London interbank market any other condition, cost or expense affecting this Agreement, LIBOR Rate Loans made by such Lender or participation therein, and the result of any of the foregoing shall be any to increase in the cost to such Lender of agreeing to make or making, funding making or maintaining any LIBOR LoansRate Loan (or of maintaining its obligation to make any such Loan), or to reduce the amount of any sum received by such Lender hereunder (whether of principal, interest or any other amount), then the Company 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 costs; provided, that the Borrower shall not be required to compensate any Lender pursuant to this subsection 10.3(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:
(1i) the introduction after the date hereof of any Capital Adequacy Regulation,;
(2ii) any change after the date hereof in any Capital Adequacy Regulation,;
(3iii) 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
(4iv) compliance by the such Lender (or its Lending Office) or any corporation entity controlling the Lender Lender, with any Capital Adequacy Regulation described in clauses (1) through (3) above, Regulation; affects or would affect the amount of capital required or expected to be maintained by the such Lender or any corporation entity controlling the 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 is increased as a consequence of its CommitmentCommitment(s), Loansloans, credits or obligations under this Agreement, then, upon within thirty (30) days of demand of such Lender (with a copy to the Company through the Administrative Agent), the Company Borrower shall pay to the such Lender, from time to time as specified by the such Lender, additional amounts sufficient to compensate such Lender (or the Lender entity controlling the Lender) for such increase; provided, that the Borrower shall not be required to compensate any Lender pursuant to this subsection 10.3(b) for any amounts incurred more than 180 days prior to the date that such Lender notifies the Borrower, in writing of the amounts and of such Lender’s intention to claim compensation thereof; provided, further, that if the event giving rise to such increase is retroactive, then the 180-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, in each case shall be deemed to have occurred after the date hereof regardless of the date enacted, adopted, promulgated or issued.
Appears in 1 contract
Sources: Credit Agreement (Axiall Corp/De/)
Increased Costs and Reduction of Return. (a) If any Lender determines that, due to either
either (1i) 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 the calculation of the LIBOR 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 after the date hereof of any law or regulation or
or (2ii) the compliance by that such Lender with any guideline imposed or request made by from any central bank or other Governmental Authority after the date hereof (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 or maintaining any LIBOR LoansOffshore Rate Committed Loan or participating in Letters of Credit, or, in the case of the L/C Lender, any increase in the cost to 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 Company 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 costs; 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
that (1i) the introduction after the date hereof of any Capital Adequacy Regulation,
, (2ii) any change after the date hereof in any Capital Adequacy Regulation,
, (3iii) 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
or (4iv) compliance by the such Lender (or its Lending Office) or any corporation controlling the such Lender with any Capital Adequacy Regulation described Regulation, in clauses (1) through (3) aboveeach case after the date of this Agreement, affects or would affect the amount of capital required or expected to be maintained by the such Lender or any corporation controlling the 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 is increased as a consequence of its Commitment, Loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Company Borrowers through the Administrative Agent, the Company Borrowers shall pay to the such Lender, from time to time as specified by the such Lender, additional amounts reasonably sufficient to compensate the 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) Nothing in this Section 4.3 shall obligate either Borrower to make any payments with respect to Taxes of any sort, indemnification for which is governed by Section 4.1.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Lender determines that, due to either
either (1i) 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 the calculation of the LIBOR Rate or in respect of the assessment rate payable by any Lender to the FDIC for insuring U.S. depositsLIBO Rate) in or in the interpretation after the date hereof of any law or regulation or
or (2ii) the compliance by that such Lender with any guideline imposed or request made by 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 or maintaining any LIBOR LoansLoan or participating in Letters 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 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 costs.
(b) If any Lender shall have determined that
that (1i) the introduction after the date hereof of any Capital Adequacy Regulation,
, (2ii) any change after the date hereof in any Capital Adequacy Regulation,
, (3iii) 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
or (4iv) compliance by the such Lender (or its Lending Office) or any corporation controlling the such Lender with any Capital Adequacy Regulation described in clauses (1) through (3) aboveRegulation, affects or would affect the amount of capital required or expected to be maintained by the such Lender or any corporation controlling the 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 is increased as a consequence of any of its CommitmentCommitments, Loansloans, credits or obligations under this Agreement, then, upon demand of such Lender to the Company through the Administrative Agent, the Company shall pay to the such Lender, from time to time as specified by the such Lender, additional amounts sufficient to compensate the such Lender for such increase.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Lender determines shall determine that, due to either
either (1i) the introduction after the date hereof 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 LIBOR Rate or in respect of the assessment rate payable by any Lender to the FDIC for insuring U.S. deposits) in in, or in the interpretation after by the date hereof of applicable Governmental Authority of, any law or regulation or
or (2ii) the compliance by that Lender with any guideline imposed or request made by from any central bank or other Governmental Authority after the date hereof (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 or maintaining any LIBOR Rate Loans, then the Company 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 costs; provided, that the Borrower shall not be required to compensate a Lender pursuant to this subsection for any increased costs incurred more than one hundred eighty (180) days prior to the date that such Lender notifies the Borrower of the law, rule, regulation, order, guideline, request or other legal requirement of any central bank or other Governmental Authority (whether or not having the force of law) giving rise to such increased costs and of such Lender’s intention to claim compensation therefor; provided further that, if such law, rule, regulation, order, guideline, request or other legal requirement 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:
(1i) the introduction after the date hereof of any Capital Adequacy Regulation,;
(2ii) any change after the date hereof in any Capital Adequacy Regulation,;
(3iii) 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
(4iv) compliance by the such Lender (or its Lending Office) or any corporation controlling the Lender Lender, with any Capital Adequacy Regulation described in clauses (1) through (3) above, Regulation; affects or would affect the amount of capital required or expected to be maintained by the such Lender or any corporation controlling the 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 is increased as a consequence of its Commitment, Loansloans, credits or obligations under this Agreement, then, upon within thirty (30) days of demand of such Lender (with a copy to the Company through the Administrative Agent), the Company Borrower shall pay to the such Lender, from time to time as specified by the such Lender, additional amounts sufficient to compensate the such Lender for such increase; provided, that the Borrower shall not be required to compensate a Lender pursuant to this subsection for any such increase incurred more than one hundred eighty (180) days prior to the date that such Lender notifies the Borrower of the Capital Adequacy Regulation giving rise to such increase and of such Lender’s intention to claim compensation therefor; provided further that, if such Capital Adequacy Regulation giving rise to such increase is retroactive, then the 180-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 on or after the date hereof any Lender determines Bank shall determine that, due to either
and as a direct result of either (1i) 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 the calculation of the LIBOR Rate or in respect of the assessment rate payable by any Lender to the FDIC for insuring U.S. depositsOffshore Rate) in or in the interpretation after the date hereof of any law or regulation or
or (2ii) the compliance by that Lender with any guideline imposed or request made by 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 Bank of agreeing to make or making, funding or maintaining its Revolving Commitment hereunder or any LIBOR Offshore Rate Loans, or of agreeing to issue or participate in or issuing or participating in any Letters of Credit, then the 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 costs.
(b) If any Lender shall have determined that
(1) the introduction after the date hereof any Bank shall have determined that (i) the introduction of any Capital Adequacy Regulation,
, (2ii) any change after the date hereof in any Capital Adequacy Regulation,
, (3iii) 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
or (4iv) compliance by the Lender such Bank (or its Lending Office) or any corporation controlling the Lender such Bank, with any Capital Adequacy Regulation described in clauses (1) through (3) above, Regulation; affects or would affect the amount of capital required or expected to be maintained by the Lender such Bank or any corporation controlling the Lender such 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 is increased as a consequence of its Revolving Commitment, Loansloans, credits or obligations under this AgreementAgreement (including its obligations in respect of Letters of Credit), then, upon demand of such Lender Bank (with a copy to the Company through the Administrative Agent), the Company shall upon demand pay to the Lendersuch Bank, from time to time as specified by the Lendersuch Bank, additional amounts sufficient to compensate the Lender such Bank for such increase.
(c) If the Company is required to pay additional amounts to any Bank pursuant to subsection 3.03(a) or (b), then such Bank shall use its reasonable best efforts (consistent with legal and regulatory restrictions) to designate a different Lending Office with respect to its Offshore Rate Loans so as to eliminate any such additional payment by the Company which may thereafter accrue if such change in the judgment of such Bank is not otherwise disadvantageous to such Bank.
Appears in 1 contract
Sources: Credit Agreement (General Mills Inc)
Increased Costs and Reduction of Return. (a) If any Lender determines that, due to either
either (1i) 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 the calculation of the LIBOR Rate or in respect of the assessment rate payable by any Lender to the FDIC for insuring U.S. depositsOffshore Rate) in or in the interpretation after the date hereof of any law or regulation or
or (2ii) the compliance by that Lender with any guideline imposed or request made by 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 or maintaining any LIBOR LoansOffshore Rate Loans or participating in Letters of Credit, or, in the case of the Issuer, any increase in the cost to 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 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 reasonably sufficient to compensate such Lender for such increased costs.
(b) If any Lender shall have determined that
that (1i) the introduction after the date hereof of any Capital Adequacy Regulation,
, (2ii) any change after the date hereof in any Capital Adequacy Regulation,
, or (3iii) 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
or (4iv) compliance by the Lender (or its Lending Office) or any corporation controlling the Lender with any Capital Adequacy Regulation described in clauses (1) through (3) aboveRegulation, affects or would affect the amount of capital required or expected to be maintained by the Lender or any corporation controlling 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 is materially increased as a consequence of its Commitment, Loansloans, credits or obligations under this Agreement, then, upon demand of such Lender to the Company through the Administrative Agent, the Company shall pay to the Lender, from time to time as reasonably specified by the Lender, additional amounts reasonably sufficient to compensate the Lender for such increase.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Lender determines that, that due to either
any of (1i) 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 the calculation of the LIBOR 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 after the date hereof of any law or regulation or
(2including any law or regulation relating to Taxes (other than (x) Indemnified Taxes and (y) Excluded Taxes)), (ii) the compliance by that Lender with any guideline imposed or request made by from any central bank or other Governmental Authority after the date hereof (whether or not having the force of law), in each case of clauses (i) and (ii), after the later of the Agreement Date or the date such Lender became a party to this Agreement, (iii) compliance by that Lender with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or any request, rule, guideline or directive thereunder or issued in connection therewith (whether or not having the force of law), regardless of the date enacted, adopted or issued, or (iv) the compliance by that Lender with any 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 regulatory authorities, in each case pursuant to Basel III, regardless of the date enacted, adopted or issued, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any LIBOR Term SOFR Loans, then Daily SOFR Loans, BA EquivalentTerm ▇▇▇▇▇ Loans, EURIBOR Loans, Bank Bill Rate Loans or Base Rate Loans bearing interest based on the Company Foreign Base Rate, then, subject to clause (c) of this Section 5.3, the 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 costs.
(b) If any Lender shall have determined that
that (1i) the introduction after the date hereof of or compliance with any Capital Adequacy Regulation,
, (2ii) any change after the date hereof in any Capital Adequacy Regulation,
, (3iii) 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
in each case of clauses (4i) through (iii), after the later of the Agreement Date or the date such Lender became a party to this Agreement, (iv) compliance by that Lender with the Lender ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or any request, rule, guideline or directive thereunder or issued in connection therewith (whether or not having the force of law), regardless of the date enacted, adopted or issued, or (v) any requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or its Lending Officeany successor or similar authority) or United States regulatory authorities, in each case pursuant to Basel III, CRD IV or CRR, or any corporation controlling regulation that implements or applies CRD IV or CRR, regardless of the Lender with any Capital Adequacy Regulation described in clauses (1) through (3) abovedate enacted, adopted or issued affects or would affect the amount of capital required or expected to be maintained by the such Lender or any corporation or other entity controlling the 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 is increased as a consequence of its CommitmentCommitments, Loansloans, credits or obligations under this Agreement, then, upon 125 [[5848018]][[DMS:6312716v7:05/07/2024--04:04 PM]] 4861-2153-1574 v.2
(c) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 5.3 shall not constitute a waiver of such Lender’s right to demand such compensation. Notwithstanding any other provision herein, no Lender shall demand compensation pursuant to this Section 5.3 if it shall not at the time be the general policy or practice of such Lender to the Company through the Administrative Agentdemand such compensation in similar circumstances under comparable provisions of other credit agreements, the Company shall pay if any (and such Lender so certifies to the Lender, from time to time as specified by the Lender, additional amounts sufficient to compensate the Lender for such increaseBorrowers).
Appears in 1 contract
Sources: Credit Agreement (United Rentals North America Inc)
Increased Costs and Reduction of Return. (a) If any Lender determines that, due to either
either (1i) 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 the calculation of the LIBOR Offshore 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 after the date hereof of any law or regulation or
(2other than those relating to Taxes for which provision is made under Section 4.1) or (ii) the compliance by that Lender with any guideline imposed ----------- or request made by 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 or maintaining any LIBOR LoansOffshore Rate Loans or participating in Letters of Credit, or, in the case of the Issuing Bank, any increase in the cost to the Issuing 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 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 costs.
(b) If any Lender shall have determined that
that (1i) the introduction after the date hereof of any Capital Adequacy Regulation,
, (2ii) any change after the date hereof in any Capital Adequacy Regulation,
, (3iii) 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
or (4iv) compliance by the Lender (or its Lending Office) or any corporation controlling the Lender with any Capital Adequacy Regulation described in clauses (1) through (3) aboveRegulation, affects or would affect the amount of capital required or expected to be maintained by the Lender or any corporation controlling 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 is increased as a consequence of its Commitment, Loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Company through the Administrative Agent, the Company shall pay to the Lender, from time to time as specified by the Lender, additional amounts sufficient to compensate the Lender for such increase.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Lender determines that, that due to either
either (1i) 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 the calculation of the LIBOR 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 after the date hereof of any law or regulation or
adopted after the date hereof or (2ii) the compliance by that Lender with any guideline imposed or request made by from any central bank or other Governmental Authority after the date hereof (whether or not having the force of law)) adopted after the date hereof, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any LIBOR Rate Loans, then the Company Borrowers shall be liable for, and shall from time to time, upon within fifteen (15) days following written demand therefor by such Lender to the Borrower Representative (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.
(b) If any Lender shall have determined that
that (1i) the introduction after the date hereof of any Capital Adequacy Regulation,
Regulation after the date hereof, (2ii) any change after the date hereof in any Capital Adequacy Regulation,
Regulation after the date hereof, (3iii) 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 thereofthereof after the date hereof, or
or (4iv) compliance by the such Lender (or its Lending Office) or any corporation or other entity controlling the such Lender with any Capital Adequacy Regulation described in clauses (1) through (3) aboveadopted after the date hereof, affects or would affect the amount of capital required or expected to be maintained by the such Lender or any corporation or other entity controlling such Lender (excluding any reserve that is reflected in the Lender LIBOR Rate) 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 desired return on capitaladequacy) determines that the amount of such capital is increased as a consequence of its CommitmentCommitments, Loansloans, credits or obligations under this Agreement, then, upon within fifteen (15) days following written demand of therefor by such Lender to the Company Borrower Representative through the Administrative Agent, the Company Borrowers shall pay to the such Lender, from time to time as specified by the such Lender, additional amounts sufficient to compensate the such Lender for such increase.
Appears in 1 contract
Sources: Credit Agreement (Owens Corning)
Increased Costs and Reduction of Return. (a) If ---------------------------------------- any Lender determines that, due to either
either (1i) 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 the calculation of the LIBOR Rate or in respect of the assessment rate payable by any Lender to the FDIC for insuring U.S. depositsOffshore Rate) in or in the interpretation after the date hereof of any law or regulation or
or (2ii) the compliance by the LC Issuer or that Lender with any guideline imposed or request made by 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 or maintaining any LIBOR Offshore Rate Loans, then the Company 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; provided that the Borrower shall not be obligated to pay any additional amounts which were incurred by such Lender more than 90 days prior to the date of such request.
(b) If the LC Issuer or any Lender shall have determined that
that (1i) the introduction after the date hereof of any Capital Adequacy Regulation,
, (2ii) any change after the date hereof in any Capital Adequacy Regulation,
, (3iii) 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
or (4iv) compliance by the LC Issuer or such Lender (or its Lending Office) or any corporation controlling the LC Issuer or such Lender with any Capital Adequacy Regulation described in clauses (1) through (3) aboveRegulation, affects or would affect the amount of capital required or expected to be maintained by the LC Issuer or such Lender or any corporation controlling the LC Issuer or such Lender and (taking into consideration such the LC Issuer's or Lender’s 's or such corporation’s 's policies with respect to capital adequacy and the LC Issuer's or such Lender’s 's desired return on capital) determines that the amount of such capital is increased or its rate of return is decreased as a consequence of its Commitment, Loansloans, credits or obligations under this Agreement, then, upon demand of the LC Issuer's or such Lender to the Company Borrower through the Administrative Agent, the Company Borrower shall pay to the LC Issuer or such Lender, from time to time as specified by the Lender, additional amounts sufficient to compensate the LC Issuer or such Lender for such increase; provided that the Borrower shall not be obligated to pay any additional amounts which were incurred by the LC Issuer or such Lender more than 90 days prior to the date of such request.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Lender determines that, due to either
either (1i) 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 the calculation of the LIBOR Rate or in respect of the assessment rate payable by any Lender to the FDIC for insuring U.S. depositsOffshore Rate) in or in the interpretation after the date hereof of any law or regulation or
or (2ii) the compliance by that such Lender with any guideline imposed or request made by 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 or maintaining any LIBOR LoansFixed Rate Loan or participating in any Letter of Credit, or, in the case of 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 Company 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 applicable Agent), pay to the Administrative applicable Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costscost.
(b) If any Lender shall have determined that
that (1i) the introduction after the date hereof of any Capital Adequacy Regulation,
, (2ii) any change after the date hereof in any Capital Adequacy Regulation,
, (3iii) 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
or (4iv) compliance by the such Lender (or its Lending Office) or any corporation controlling the such Lender with any Capital Adequacy Regulation described in clauses (1) through (3) above, affects or would affect the amount of capital required or expected to be maintained by the such Lender or any corporation controlling the 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 is increased as a consequence of its Commitment, Loans, credits Loans or obligations under this Agreement, then, upon demand of such Lender to the Company applicable Borrower through the Administrative applicable Agent, the Company applicable Borrower shall pay to the such Lender, from time to time as specified by the such Lender, additional amounts sufficient to compensate the such Lender for such increase.
(c) Notwithstanding the foregoing provisions of this Section 4.3, if any Lender fails to notify the applicable Borrower of any event or circumstance which will entitle such Lender to compensation pursuant to this 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 applicable Borrower for any amount arising prior to the date which is 60 days before the date on which such Lender notifies the applicable Borrower of such event or circumstance.
Appears in 1 contract
Sources: Credit Agreement (Lance Inc)
Increased Costs and Reduction of Return. (a) If any Lender reasonably and in good faith determines that, due to either
either (1i) 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 the calculation of the LIBOR 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 after the date hereof of any law or regulation or
or (2ii) the compliance by that Lender with any guideline imposed or request made by from any central bank or other Governmental Authority after the date hereof (whether or not having the force of law)) after the later of (x) the Effective Date and (y) the date such Lender becomes a party to this Agreement, there shall be any increase in the cost (including Taxes, other than (i) Taxes described in clauses (b) and (c) of the definition of “Excluded Taxes”, (ii) Connection Income Taxes and (iii) Indemnified Taxes) to such Lender of agreeing to make or making, funding or maintaining any LIBOR LoansLoans or participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligations to participate in or issue any Letter of Credit), or any reduction in the amount of any sum received or receivable by such Lender, then the Company Borrower 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 costscosts or reduction suffered, to the extent such Lender is imposing such costs on borrowers that are similarly situated to the Borrower with respect to whom such ▇▇▇▇▇▇ has similar rights of compensation.
(b) If any Lender reasonably and in good faith shall have determined that
that (1i) the introduction after the date hereof of any Capital Adequacy Regulation,
, (2ii) any change after the date hereof in any Capital Adequacy Regulation,
, (3iii) 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
or (4iv) compliance by the Lender (or its Lending Office) or any corporation controlling the Lender with any Capital Adequacy Regulation described Regulation, in clauses each case after the later of (1x) through the Effective Date and (3y) abovethe date such Lender becomes a party to this Agreement, affects or would affect the amount of capital or liquidity required or expected to be maintained by the Lender or any corporation controlling the Lender and (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy or liquidity and such Lender’s desired return on capital) determines that the amount of such capital or liquidity is increased as a consequence of its Revolving Commitment, Loansloans, credits or obligations under this Agreement, then, upon thirty (30) days after written demand of by such Lender to the Company Borrower through the Administrative Agent, the Company Borrower shall pay to the Lender, from time to time as specified by the Lender, additional amounts sufficient to compensate the Lender for such increase, to the extent such Lender is employing such increase with respect to borrowers that are similarly situated to the Borrower with respect to whom such ▇▇▇▇▇▇ has similar rights of compensation.
(c) Notwithstanding anything herein to the contrary, for all purposes of the Loan Documents, all requests, rules, guidelines or directives concerning liquidity and capital adequacy issued by any United States regulatory authority (i) under or in connection with the implementation of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and (ii) in connection with the implementation of the recommendations of the Bank for International Settlements or the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority), in each case pursuant to Basel III, regardless of the date adopted, issued, promulgated or implemented are deemed to have been adopted and to have taken effect after the date hereof and after the date any Lender becomes a party to this Agreement.
(d) The Borrower shall not be required to compensate any Lender pursuant to this Section 3.03 for any increased costs or reduced returns to the extent such ▇▇▇▇▇▇ makes written demand on the Borrower for compensation later than 270 days after the date any such increased cost or reduced return is incurred; provided that, if the change in law giving rise to any such increased cost or reduced giving rise to such claims are retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof. A certificate setting forth the amount of such increased costs or reduced returns delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.
Appears in 1 contract
Sources: Credit Agreement (KKR & Co. Inc.)
Increased Costs and Reduction of Return. (a) If any Lender Lending Party determines that, due to either
either (1i) 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 the calculation of the LIBOR 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 after the date hereof of any law or regulation or
or (2ii) the compliance by that Lender such Lending Party with any guideline imposed or request made by 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 Lending Party of agreeing to make or making, funding or maintaining any LIBOR Offshore Rate Loans, participating in Letters of Credit, agreeing to Issue, Issuing or maintaining any Letter of Credit or funding any drawing under any Letter of Credit or any participation therein, as the case may be, then the Company applicable Credit Party 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, Lending Party additional amounts as are sufficient to compensate such Lender Lending Party for such increased costs.
(b) If any Lender Lending Party shall have determined that
that (1i) the introduction after the date hereof of any Capital Adequacy Regulation,
, (2ii) any change after the date hereof in any Capital Adequacy Regulation,
, (3iii) 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
or (4iv) compliance by the Lender such Lending Party (or its Lending Office) or any corporation Person controlling the Lender such Lending Party with any Capital Adequacy Regulation described in clauses (1) through (3) aboveRegulation, affects or would affect the amount of capital required or expected to be maintained by the Lender such Lending Party or any corporation Person controlling the Lender such Lending Party and (taking into consideration such Lender’s Lending Party's or such corporation’s Person's policies with respect to capital adequacy and such Lender’s Lending Party's or such Person's desired return on capital) determines that the amount of such capital is increased as a consequence of its Revolving Commitment, Loans, credits Credit Extensions or other obligations under this Agreement, then, upon demand of such Lender Lending Party to the Company Borrowers through the Administrative Agent, the Company applicable Credit Party shall pay to the Lendersuch Lending Party, from time to time as specified by the Lendersuch Lending Party, additional amounts sufficient to compensate the Lender such Lending Party or such Person for such increase.
Appears in 1 contract
Sources: Credit Agreement (Trylon Corp/Mi/)
Increased Costs and Reduction of Return. (a) If any Lender reasonably determines that, due to either
(1) that as a result of 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 the calculation of the LIBOR 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 after the date hereof of any law or regulation or
(2) the implemented by a Governmental Authority, or such Lender’s compliance by that Lender with any guideline imposed or request made by any central bank or other Governmental Authority therewith, in each case after the date hereof (whether or not having the force of law)Effective Date, there shall be any an actual increase in the cost (excluding in each case for purposes of this Section 4.3(a), any such increased costs resulting from Taxes, as to which Section 4.1 shall govern) to such Lender of agreeing to make or making, funding or maintaining any LIBOR Revolving Loans or BA Equivalent Loans, then the Company shall be liable for, and shall promptly upon receipt of a written notice from time to time, upon demand such Lender (with a copy of such demand notice to be sent to the Administrative Agent), the applicable Borrower shall pay to the Administrative Agent for the account of such Lender, such additional amounts as are sufficient to compensate such Lender for such increased costs. Payment required under Section 4.3(a) shall be made following a written demand that shows in reasonable detail the amount payable and the calculations used to determine such amount and shall include reasonable supporting documentation authenticating the claim, which written demand must be made within one hundred eighty (180) days of the date the Lender, or the Agent, as applicable, first became aware of such increased costs; provided, however, to the extent any such increase has retroactive effect beyond such one hundred eighty (180) days, applicable Borrower shall pay increased costs arising therefrom.
(b) If any Lender shall have reasonably determined that
that (1i) the introduction after the date hereof of any Capital Adequacy Regulation,
, (2ii) any change after the date hereof in any Capital Adequacy Regulation,
, (3iii) 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
or (4iv) compliance by the such Lender (or its Lending Office) or any corporation or other entity controlling the such Lender with any Capital Adequacy Regulation described required by such introduction or change, in clauses each case after the Effective Date (1including, for greater certainty, any such introduction or change having consequences of retroactive affect; provided, however, that a Loan Party shall not be responsible for any compensatory amounts under this Section 4.3(b) through (3) abovefor any period prior to the Effective Date), affects or would affect the amount of capital required or expected to be maintained by the such Lender or any corporation or other entity controlling the 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 is increased as a consequence of its Revolving Credit Commitment, Loansloans, credits or obligations under this Agreement, then, from time to time, promptly upon demand receipt of a written notice from such Lender to the Company applicable Borrower through the Administrative Agent, the Company such Borrower shall pay to the such Lender, from time to time as specified by the such Lender, additional amounts sufficient to compensate the such Lender for such increase, in each case, except to the extent that such increased capital requirements have already been taken into account in the interest rates applicable under this Agreement. Payment required under this Section 4.3(b) shall be made following a written demand that shows in reasonable detail the amount payable and the calculations used to determine such amount and shall include reasonable supporting documentation authenticating the claim.
(c) In connection with any notice from a Lender to a Borrower to pay an additional amount as contemplated in clauses (a) and (b) above:
(i) such Lender shall not make a claim for any amounts under clauses (a) or (b) above from such Borrower unless the Lender is making claims of its customers in similar circumstances to such Borrower generally; and
(ii) any determination or allocation made pursuant to clauses (a) or (b) above shall be made on a reasonable basis and in the case of any allocation amongst the various borrowers of the Lender, such allocation shall be made in a fair and equitable manner.
Appears in 1 contract
Sources: Credit Agreement (Gibson Energy ULC)
Increased Costs and Reduction of Return. (a) If any Lender determines that, due to either
(1) 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 the calculation of the LIBOR 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 after the date hereof of any law or regulation or
(2) the compliance by that Lender with any guideline imposed or request 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 Lender of agreeing to make or making, funding or maintaining any LIBOR Loans, then the 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 costs.
(b) If any Term Lender shall have determined that:
(1i) the introduction after the date hereof of any Capital Adequacy Regulation,;
(2ii) any change after the date hereof in any Capital Adequacy Regulation,;
(3iii) 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
(4iv) compliance by the such Term Lender (or its Lending Office) or any corporation entity controlling the Lender Term Lender, with any Capital Adequacy Regulation described in clauses (1) through (3) above, Regulation; affects or would affect the amount of capital required or expected to be maintained by the such Term Lender or any corporation entity controlling the such Term Lender and (taking into consideration such Term Lender’s or such corporation’s entities’ policies with respect to capital adequacy and such Term Lender’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment, Loansloans, credits or obligations under this Agreement, then, upon within ten (10) days of demand of such Term Lender (with a copy to the Company through the Administrative Term Agent), the Company Borrowers shall pay to the such Term Lender, from time to time as specified by the such Term Lender, additional amounts sufficient to compensate such Term Lender (or the Lender entity controlling the Term Lender) for such increase.
(b) Notwithstanding anything herein to the contrary, (x) the D▇▇▇-F▇▇▇▇ ▇▇▇▇ 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 a Requirement of Law under subsection (a) above and/or a change in a Capital Adequacy Regulation under subsection (a) 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
either (1i) the introduction of or any change after the date hereof of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the LIBOR Eurodollar Rate or in respect of the assessment rate (the "Assessment Rate") payable by any Lender to the FDIC for insuring U.S. deposits) in or in the interpretation after the date hereof of any law or regulation or
or (2ii) the compliance by that Lender with any guideline imposed or request made by 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 or maintaining any LIBOR Eurodollar Rate Loans, then the 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 costs.
(b) If any Lender shall have determined that
that (1i) the introduction after the date hereof of any Capital Adequacy Regulation,
Regulation after the date hereof, (2ii) any change after the date hereof in any Capital Adequacy Regulation,
Regulation after the date hereof, (3iii) 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 thereofthereof after the date hereof, or
or (4iv) compliance by the Lender (or its Lending Office) or any corporation controlling the Lender Lender, with any Capital Adequacy Regulation described in clauses (1) through (3) aboveRegulation, affects or would affect the amount of capital required or expected to be maintained by the Lender or any corporation controlling 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 is increased as a consequence of its Commitment, Loansloans, credits or obligations under this Agreement, then, upon demand of such Lender (with a copy to the Company through the Administrative Agent), the Company shall upon demand pay to the Lender, from time to time as specified by the Lender, additional amounts sufficient to compensate the Lender for such increase.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Lender determines shall determine that, due to either
either (1i) the introduction after the date hereof of 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 LIBOR 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 after the date hereof of of, any law or regulation or
or (2ii) the compliance by that Lender with any guideline imposed or request made issued after the Closing Date 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 Lender of agreeing to make or making, funding or maintaining any LIBOR IBOR Loans or Eurodollar Rate Loans, as applicable (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the IBOR Rate or the Eurodollar Rate), then the Company or the Canadian Company, as applicable, 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 AgentAgent or BOA Canada, as applicable), pay to the Administrative Agent or BOA Canada, as applicable, for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs.
(b) If any Lender shall have determined that
that (1i) the introduction after the date hereof Closing Date of any Capital Adequacy Regulation,
, (2ii) any change after the date hereof Closing Date in any Capital Adequacy Regulation,
, (3iii) any change after the date hereof 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 (4iv) compliance by the Lender (or its Lending Office) or any corporation controlling the Lender Lender, with any Capital Adequacy Regulation described in clauses (1) through (3) above, issued after the Closing Date; affects or would affect the amount of capital required or expected to be maintained by the Lender or any corporation controlling 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 required capital is increased as a consequence of its Commitment or Canadian Commitment, Loansas applicable, loans, credits or obligations under this Agreement, then, upon demand of such Lender (with a copy to the Company through the Administrative AgentAgent or BOA Canada, as applicable), the Company or the Canadian Company, as applicable, shall upon demand pay to the Lender, from time to time as specified by the Lender, additional amounts sufficient to compensate the Lender for such increase.
Appears in 1 contract
Sources: Credit Agreement (LKQ Corp)
Increased Costs and Reduction of Return. (a) If any Lender reasonably determines that, that due to either
either (1i) the introduction after the date hereof of Requirement of Law, or any change (other than in any Requirement of Law, or any change by way of imposition of or increase in reserve requirements included in the calculation of the LIBOR 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 after the date hereof of any law Requirement of Law, or regulation or
(2ii) the compliance by that Lender with any guideline imposed or request made by 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 or maintaining any LIBOR Rate Loans, then the Company 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 costs; provided, however, that Borrowers shall not be liable for any amount attributable to any period before 240 days prior to the date Agent notifies Borrowers of such increased costs. Lenders covenant and agree that they will allocate any such increased costs ratably among their respective customers or borrowers similarly affected reasonably and in good faith.
(b) If any Lender shall have determined that
that (1i) the introduction after the date hereof of any Capital Adequacy Regulation,
, (2ii) any change after the date hereof in any Capital Adequacy Regulation,
, (3iii) 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
or (4iv) compliance by the such Lender (or its Lending Office) or any corporation or other entity controlling the such Lender with any Capital Adequacy Regulation described in clauses (1) through (3) aboveRegulation, affects or would affect the amount of capital required or expected to be maintained by the such Lender or any corporation or other entity controlling the 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 is increased as a consequence of its CommitmentCommitments, Loansloans, credits or obligations under this Agreement, then, upon demand of such Lender to the Company Borrowers through the Administrative Agent, the Company Borrowers shall pay to the such Lender, from time to time as specified by the such Lender, additional amounts sufficient to compensate the such Lender for such increase.
Appears in 1 contract
Sources: Credit Agreement (3com Corp)
Increased Costs and Reduction of Return. (a) If after the date hereof any Lender determines that, due to either
either (1i) 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 the calculation of the LIBOR Rate or in respect of the assessment rate payable by any Lender to the FDIC for insuring U.S. depositsOffshore Rate) in or in the interpretation after the date hereof of any law or regulation or
or (2ii) the compliance by that Lender with any guideline imposed or request made by 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 or maintaining any LIBOR LoansOffshore Rate Loan, then the 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 costs.
(b) If after the date hereof any Lender shall have determined that
that (1i) the introduction after the date hereof of any Capital Adequacy Regulation,
, (2ii) any change after the date hereof in any Capital Adequacy Regulation,
, (3iii) 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
or (4iv) compliance by the Lender (or its Lending Office) or any corporation controlling the Lender with any Capital Adequacy Regulation described in clauses (1) through (3) aboveRegulation, affects or would affect the amount of capital required or expected to be maintained by the Lender or any corporation controlling 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 is increased as a consequence of its Commitment, Loansloans, credits or obligations under this Agreement, then, upon demand of such Lender to the Company through the Administrative Agent, the Company shall pay to the Lender, from time to time as specified by the Lender, additional amounts sufficient to compensate the Lender for such increase.
(c) Notwithstanding the foregoing Section 3.3(a) and (b), if any Lender fails to notify the Company of any event which will entitle such Lender to compensation pursuant to this Section 3.3 within 180 days after such Lender obtains knowledge of such event, then such Lender shall not be entitled to any compensation from the Company for any such increased cost or reduction of return arising prior to the date which is 180 days before the date on which such Lender notifies the Company of such event.
Appears in 1 contract
Sources: Credit Agreement (Cotter & Co)
Increased Costs and Reduction of Return. (a) If any Lender Bank determines that, due to either
either (1i) 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 the calculation of the LIBOR Rate or in respect of the assessment rate payable by any Lender to the FDIC for insuring U.S. depositsOffshore Rate) in or in the interpretation after the date hereof of any law or regulation or
regulation, or (2ii) the compliance by that Lender Bank with any guideline imposed or request made by 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 Bank of agreeing to make or making, funding or maintaining any LIBOR Offshore Rate Loans, then the 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 costs; provided, -------- however, that (x) this subsection 3.03(a) shall not apply to matters covered by ------- Section 3.01 and (y) any increase, subsequent to the date a Bank (or the Agent) became a party to this Agreement, in the rate or basis of computation of any tax imposed on or measured by its net income by the jurisdiction (or any political subdivisions thereof) under the laws of which such Bank or the Agent, as the case may be, is organized or maintains a lending office shall not result in increased costs for purposes of this subsection 3.03(a).
(b) If any Lender Bank shall have determined that
that (1i) the introduction after the date hereof of any Capital Adequacy Regulation,
, (2ii) any change after the date hereof in any Capital Adequacy Regulation,
, (3iii) 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
or (4iv) compliance by the Lender Bank (or its Lending Office) or any corporation controlling the Lender Bank with any Capital Adequacy Regulation described in clauses (1) through (3) aboveRegulation, affects or would affect the amount of capital required or expected to be maintained by the Lender Bank or any corporation controlling the 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 is increased as a consequence of its Commitment, Loansloans, credits or obligations under this Agreement, then, upon demand of such Lender Bank to the Company through the Administrative Agent, the Company shall pay to the LenderBank, from time to time as specified by the LenderBank, additional amounts sufficient to compensate the Lender Bank for such increase.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) 3.3.1 If any Lender Bank determines that, due to either
either (1i) the introduction after the date hereof 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 LIBOR 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 after the date hereof of of, any law or regulation or
occurring after the date of this Agreement or (2ii) the compliance by that Lender such Bank (or its Lending Office) with any guideline imposed or request made by from any central bank or other Governmental Authority after the date hereof (whether or not having the force of law)) imposed after the date hereof, there shall be any increase in the cost to such Lender Bank of agreeing to make or making, funding or maintaining any LIBOR Loans, then the Company Borrower shall be liable for, and shall from time to time, upon within thirty (30) days of demand by such Bank (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent Agent, for the account of such LenderBank, additional amounts as are sufficient to compensate such Lender Bank for such increased costs; provided, however, that the Borrower shall not be obligated to -------- pay to the Administrative Agent, for the account of such Bank, any compensation attributable to any period prior to the date that is ninety (90) days prior to the date on which such Bank gave notice to the Borrower of the circumstance entitling such Bank to compensation. A Bank's statement claiming compensation -45-
3.3.1 the Borrower may at any time, upon at least four (4) Business Days' prior ----- written notice to the Administrative Agent and such Bank, and upon payment of all amounts required under this Section 3.3.1 plus any prepayment fee required ------------- ---- under Section 3.4, prepay such Bank's LIBOR Loans or request that such Bank's ----------- LIBOR Loans be converted to Base Rate Loans. .
3.3.2 If after the date of this Agreement any Bank determines that (b) If any Lender shall have determined that
(1i) the introduction after the date hereof of any Capital Adequacy Regulation,
, (2ii) any change after the date hereof in any Capital Adequacy Regulation,
, (3iii) 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
or (4iv) compliance by the Lender such Bank (or its Lending Office) ), or any corporation controlling the Lender such Bank, with any Capital Adequacy Regulation described in clauses (1) through (3) above, imposed after the date hereof affects or would affect the amount of capital required or expected to be maintained by the Lender such Bank or any corporation controlling the Lender such Bank, and such Bank (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 is increased as a consequence of its Commitment, Loansloans, credits or obligations under this Agreement, then, upon demand within thirty (30) days of such Lender Bank's demand to the Company through Borrower (with a copy to the Administrative Agent), the Borrower shall pay to the Administrative Agent, for the Company shall pay to the Lenderaccount of such Bank, from time to time as specified by the Lendersuch Bank, additional amounts sufficient to compensate the Lender such Bank for such increase.; provided, however, that the Borrower shall not be obligated -------- to pay to the Administrative Agent, for the account of such Bank, any compensation attributable to any period prior to the date that is ninety (90) days prior to the date on which such Bank gives notice to the Borrower of the circumstance entitling such Bank to compensation. Each Bank agrees promptly to notify the Borrower (with a copy to the Administrative Agent) of any circumstances that would cause the Borrower to pay additional amounts pursuant to this Section 3.3.2; provided further, however, that a Bank's failure to give ------------- ---------------- any such notice(s) shall not affect the Borrower's obligation to pay such
Appears in 1 contract
Sources: Line of Credit Loan Agreement (Catellus Development Corp)
Increased Costs and Reduction of Return. (a) If any Lender determines that, due to either
either (1i) 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 the calculation of the LIBOR 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 after the date hereof of any law or regulation or
or (2ii) the compliance by that Lender with any guideline imposed or request made by 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 or maintaining any LIBOR LoansOffshore Rate Loans or CD Rate Loans or participating in any Letter of Credit, or, in the case of Issuing Lender, any increase in the cost to 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 Company 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 costs.
(b) If any Lender shall have determined that
that (1i) the introduction after the date hereof of any Capital Adequacy Regulation,
, (2ii) any change after the date hereof in any Capital Adequacy Regulation,
, (3iii) 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
or (4iv) compliance by the such Lender (or its Lending Office) or any corporation controlling the such Lender with any Capital Adequacy Regulation described in clauses (1) through (3) aboveRegulation, affects or would affect the amount of capital required or expected to be maintained by the such Lender or any corporation controlling the 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 is increased as a consequence of its CommitmentCommitments, Loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Company Borrowers through the Administrative Agent, the Company Borrowers shall pay to the such Lender, from time to time as specified by the such Lender, additional amounts sufficient to compensate the such Lender for such increase.
(c) Upon receiving a demand to pay amounts pursuant to subsection 4.3(a) or 4.3(b), Borrowers may require the applicable Lender to provide an opinion from such Lender's legal counsel or independent accountants to the effect that (i) events of the type described in subsection 4.3(a) or 4.3(b), as the case may be, have occurred, and (ii) as a result of the occurrence of such events, the Lender has incurred costs of the type described in subsection 4.3(a) or 4.3(b), as the case may be. The fees and expenses of the legal counsel or independent accountants of the Lender shall be borne by Borrowers.
Appears in 1 contract
Sources: Credit Agreement (Specialty Equipment Companies Inc)
Increased Costs and Reduction of Return. (a) If any Lender a Bank determines that, due to either
either (1i) the introduction of or any change after the date hereof of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the LIBOR 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 after the date hereof of any law or regulation or
or (2ii) the compliance by that Lender the Bank with any guideline imposed or request made by from any central bank or other Governmental Authority after the date hereof (whether or not having the force of law)) issued after the date hereof, there shall be any increase in the cost to such Lender the Bank in the cost of agreeing to make or making, funding or maintaining any LIBOR LoansLoans or to Issue, Issuing or maintaining any Letter of Credit or unpaid drawing under any Letter of Credit, then the Company Co-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)demand, 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.
(b) If any Lender a Bank shall have determined that
that (1i) the introduction of any guideline, request, directive, law, rule or regulation effective after the date hereof of any Capital Adequacy Regulation,
hereof, (2ii) any change in any guideline request, directive, law, rule or regulation after the date hereof in any Capital Adequacy Regulation,
hereof, (3iii) any change after the date hereof hereof, any change in the interpretation or administration of any Capital Adequacy Regulation by guideline, request or directive of any central bank or other Governmental Authority charged with Authority, or any other law, rule or regulation, whether or not having the interpretation force of law, in each case, regarding capital adequacy of the Bank or administration thereofof any corporation controlling the Bank, or
or (4iv) the compliance by the Lender Bank (or its Lending Officelending office) or any corporation controlling the Lender Bank with any Capital Adequacy Regulation described in clauses (1) through (3) abovesuch guideline request, directive, law, rule or regulation effective after the date hereof, affects or would affect the amount of capital required or expected to be maintained by the Lender Bank or any corporation controlling the Lender Bank and (taking into consideration such Lenderthe Bank’s or such corporation’s policies with respect to capital adequacy and such Lenderthe Bank’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment, Loansloans, credits or obligations under this AgreementAgreement (excluding for the purposes of this Section 4.02 any such increased costs or reduction in amount resulting from taxes applicable to overall net income or gross income by the United States and state or foreign jurisdiction or any political subdivision of them under the laws of which such Bank or Issuing Bank is organized or has its lending office), then, upon demand of such Lender Bank to the Company through the Administrative AgentCo-Borrowers, the Company Co- Borrowers shall pay to the Lendersuch Bank, from time to time as specified by the Lendersuch Bank, additional amounts sufficient to compensate the Lender such Bank for such increase. 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 for purposes of this Section 4.02, 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 Bank determines that, due to either
either (1i) 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 the calculation of the LIBOR Rate or in respect of the assessment rate payable by any Lender to the FDIC for insuring U.S. depositsOffshore Rate) in or in the interpretation after the date hereof of any law or regulation or
or (2ii) the compliance by that Lender Bank with any guideline imposed or request made by from any central bank or other Governmental Authority after the date hereof 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 or maintaining any LIBOR Offshore Rate Committed Loans, then the 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 costs.
(b) If any Lender Bank or, in the case of Bid Loans, such Bank's Designated Bidder, shall have determined that
that (1i) the introduction after the date hereof of any Capital Adequacy Regulation,
, (2ii) any change after the date hereof in any Capital Adequacy Regulation,
, (3iii) any change after the date hereof in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority governmental authority charged with the interpretation or administration thereof, or
or (4iv) compliance by the Lender such Bank or Designated Bidder (or its the Lending OfficeOffice of either) or any corporation controlling the Lender such Bank or Designated Bidder with any Capital Adequacy Regulation described in clauses (1) through (3) aboveRegulation, affects or would affect the amount of capital required or expected to be maintained by the Lender such Bank or Designated Bidder or any corporation controlling the Lender such Bank or Designated Bidder and (taking into consideration such Lender’s Bank's or such Designated Bidder's or such corporation’s 's policies with respect to capital adequacy and such Lender’s Bank's or such Designated Bidder's or such corporation's desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment, LoansSwingline Commitment (in the case of the Swingline Bank), loans, credits or obligations under this Agreement, then, upon demand of such Lender Bank or such Designated Bidder to the Company through the Administrative Agent, the Company shall pay to the Lendersuch Bank or Designated Bidder, as applicable, from time to time as specified by the Lendersuch Bank or such Designated Bidder, additional amounts sufficient to compensate the Lender such Bank or Designated Bidder for such increase. For purposes of this subsection, "Capital Adequacy Regulation" means any guideline, request or directive of any central bank or other governmental authority, or any other law, rule or regulation, whether or not having the force of law, in each case, regarding capital adequacy of any bank or of any corporation controlling a bank.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Lender Bank reasonably determines that, due to either
either (1i) 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 the calculation of the LIBOR Rate or in respect of the assessment rate payable by any Lender to the FDIC for insuring U.S. depositsRate) in or in the interpretation after the date hereof of any law or regulation or
or (2ii) the compliance by that Lender Bank with any guideline imposed or request made by 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 Bank of agreeing to make or making, funding or maintaining any LIBOR LoansRate Loans or participating in Letters of Credit, or, in the case of the Issuing Bank, any increase in the cost to the Issuing Bank of agreeing to Issue, Issuing or maintaining any Letter of Credit or of funding any drawing under any Letter of Credit, then the Company 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 30 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 detailed calculation of such payment to the requesting Company.
(b) If any Lender Bank shall have reasonably determined that
that (1i) the introduction after the date hereof of any Capital Adequacy Regulation,
, (2ii) any change after the date hereof in any Capital Adequacy Regulation,
, (3iii) 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
or (4iv) compliance by the Lender such Bank (or its Lending Office) or any corporation controlling the Lender such Bank with any Capital Adequacy Regulation described in clauses (1) through (3) aboveRegulation, affects or would affect the amount of capital required or expected to be maintained by the Lender such Bank or any corporation controlling the Lender such Bank and (taking into consideration such LenderBank’s or such corporation’s policies with respect to capital adequacy and such LenderBank’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 is increased as a consequence of its Commitment, Loans, credits Commitment or obligations under this Agreementthe Loans made or Letters of Credit Issued 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 Company through the Administrative AgentCompanies, the Company Companies shall pay to the Lendersuch Bank, from time to time as specified by the Lendersuch Bank, additional amounts sufficient to compensate the Lender such 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 30 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.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Lender Bank ---------------------------------------- determines that, due to either
either (1i) the introduction announced after the date hereof of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the LIBOR Offshore Rate or in respect of the assessment rate payable by any Lender Bank to the FDIC for insuring U.S. depositsdeposits or a change in the rate of taxation imposed on or measured by a Bank's net income by the jurisdiction (or any political subdivision thereof) under the laws of which such Bank is organized or maintains a lending office) in or in the interpretation after the date hereof of any law or regulation or
or (2ii) the compliance by that Lender Bank with any guideline imposed or request made by from any central bank or other Governmental Authority announced after the date hereof (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 or maintaining any LIBOR Offshore Rate Loans, then the Company shall be liable for, and shall from time to time, upon demand within 30 days after written notice from 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 costs.
(b) If any Lender Bank shall have determined that
that (1i) the introduction announced after the date hereof of any Capital Adequacy Regulation,
, (2ii) any change announced after the date hereof in any Capital Adequacy Regulation,
, (3iii) any change announced 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
or (4iv) compliance by the Lender Bank (or its Lending Office) or any corporation controlling the Lender Bank with any Capital Adequacy Regulation described in clauses (1) through (3) aboveRegulation, affects or would affect the amount of capital required or expected to be maintained by the Lender Bank or any corporation controlling the 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 is increased as a consequence of its Commitment, Loans, credits or obligations under this Agreement, then, upon demand of such Lender Bank to the Company through the Administrative Agent, the Company shall pay to the LenderBank, from time to time as specified by the LenderBank, additional amounts sufficient to compensate the Lender Bank for such increase.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Lender determines shall determine that, due to either
either (1i) 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 the calculation of the LIBOR 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 after the date hereof of any law or regulation or
or (2ii) the compliance by that Lender with any guideline imposed or request made by from any central bank or other Governmental Authority after the date hereof (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 or maintaining any LIBOR Rate Loans, then the Company 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 costs.
(b) If any Lender shall have determined that:
(1i) the introduction after the date hereof of any Capital Adequacy Regulation,;
(2ii) any change after the date hereof in any Capital Adequacy Regulation,;
(3iii) 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
(4iv) compliance by the such Lender (or its Lending Office) or any corporation controlling the Lender Lender, with any Capital Adequacy Regulation described in clauses (1) through (3) above, Regulation; affects or would affect the amount of capital required or expected to be maintained by the such Lender or any corporation entity controlling the 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 is increased as a consequence of its CommitmentCommitment(s), Loansloans, credits or obligations under this Agreement, then, upon within thirty (30) days of demand of such Lender (with a copy to the Company through the Administrative Agent), the Company Borrower shall pay to the such Lender, from time to time as specified by the such Lender, additional amounts sufficient to compensate such Lender (or the Lender entity controlling such Lender) for such increase; provided , the Borrower shall not be required to compensate a Lender pursuant to this subsection for any such increase incurred more than one (1) year prior to the date that such Lender notifies the Borrower of the Capital Adequacy Regulation (whether or not having the force of law) giving rise to such increase and of such Lender’s intention to claim payment therefor; provided , further , if such Capital Adequacy Regulation or interpretation or administration thereof giving rise to such increase is retroactive, then the one (1) year period referred to above shall be extended to include the period of retroactive effect thereof. Each Lender agrees that if the Borrower is required to pay additional amounts to such Lender or the Agent pursuant to this subsection 10.3(b), it will, if requested by the Borrower, use reasonable good faith efforts (subject to overall policy considerations of such Lender) to designate another Lending Office so as to eliminate any such additional payment by the Borrower which may thereafter accrue if such designation would not require such Lender to disclose any information such Lender deems confidential and would not, in the sole determination of such Lender, be otherwise disadvantageous to such Lender.
Appears in 1 contract
Sources: Credit Agreement (Panther Expedited Services, Inc.)
Increased Costs and Reduction of Return. (a) If any Lender Bank determines that, due to either
either (1i) 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 the calculation of the LIBOR Rate or in respect of the assessment rate payable by any Lender to the FDIC for insuring U.S. depositsOffshore Rate) in or in the interpretation after the date hereof of any law or regulation or
or (2ii) the compliance by that Lender Bank with any guideline imposed or request made by 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 Bank of agreeing to make or making, funding or maintaining any LIBOR LoansOffshore Rate Loans or participating in Letters of Credit, or, in the case of the Issuing Bank, any increase in the cost to the Issuing 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 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 costs.
(b) If any Lender Bank shall have determined that
that (1i) the introduction after the date hereof of any Capital Adequacy Regulation,
, (2ii) any change after the date hereof in any Capital Adequacy Regulation,
, (3iii) 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
or (4iv) compliance by the Lender Bank (or its Lending Office) or any corporation controlling the Lender Bank with any Capital Adequacy Regulation described in clauses (1) through (3) aboveRegulation, affects or would affect the amount of capital required or expected to be maintained by the Lender Bank or any corporation controlling the 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 is increased as a consequence of its CommitmentCommitments, Loansloans, credits or obligations under this Agreement, then, upon demand of such Lender Bank to the Company through the Administrative Agent, the Company shall pay to the LenderBank, from time to time as specified by the LenderBank, additional amounts sufficient to compensate the Lender Bank for such increase.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Lender determines shall determine that, due to either
either (1i) 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 the calculation of the LIBOR 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 after the date hereof of any law Requirement of Law or regulation or
(2ii) the compliance by that Lender with any guideline imposed or request made by 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 of making, funding or maintaining any LIBOR LoansLoans hereunder, then the Company shall be liable for, and shall from time to time, upon written demand therefor by such Lender (with a copy of such demand to be sent to the Administrative Agent), which demand shall set forth the basis of such increased cost in reasonable detail, pay to the Administrative Agent for the account of such Lender, such additional amounts as are sufficient to compensate such Lender for such increased costs.
(b) If any Lender shall have reasonably determined that
that (1i) the introduction after the date hereof of any Capital Adequacy Regulation,
, (2ii) any change after the date hereof in any Capital Adequacy Regulation,
, (3iii) 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
or (4iv) compliance with any Capital Adequacy Regulation by the such Lender (or its Lending Office) or any corporation controlling the Lender with any Capital Adequacy Regulation described in clauses (1) through (3) abovesuch Lender, affects effects or would affect effect an increase in the amount of capital required or expected to be maintained by the such Lender or any corporation controlling the 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 is increased as a consequence of its Commitment, Loans, credits or obligations under this Agreement), then, upon written demand of such Lender (with a copy to the Company through Agent), which demand shall set forth in reasonable detail the Administrative Agentbasis for any such increase in required capital, the Company shall immediately pay to the such Lender, from time to time as specified by the such Lender, additional amounts sufficient to compensate the such Lender for such increase.
(c) If any Lender shall have determined that any of the events described in Sections 3.03(a) or 3.03(b) affects or would affect an increase in cost or reduction of return resulting in an additional Obligations hereunder, such Lender shall, with reasonable promptness, notify the Company and the Agent of such determination, PROVIDED that no failure to do so shall relieve the Company of any Obligation hereunder.
Appears in 1 contract
Sources: Revolving Credit Agreement (Apartment Investment & Management Co)
Increased Costs and Reduction of Return. (a) If any Change in Law shall (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D)), special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender determines that, due or L/C Issuer; (ii) subject any Recipient to eitherany Taxes (other than
(1A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the introduction after the date hereof definition of Excluded Tax and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other -93- obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any change Lender or L/C Issuer any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender, L/C Issuer or L/C Issuer, and the result of any change by way of imposition of or increase in reserve requirements included in the calculation of the LIBOR 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 after the date hereof of any law or regulation or
(2) the compliance by that Lender with any guideline imposed or request made by any central bank or other Governmental Authority after the date hereof (whether or not having the force of law), there foregoing shall be any to increase in the cost to such Lender Lender, L/C Issuer or such other Recipient of agreeing to make or making, funding converting to, continuing or maintaining any LIBOR LoansLoan or of maintaining its obligation to make any such Loan, then or to increase the Company shall be liable forcost to such Lender, and shall from time L/C Issuer, or to timereduce the amount of any sum received or receivable by such Lender, L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account request of such Lender, L/C Issuer or other Recipient, the Borrower will pay to such Lender, L/C Issuer or other Recipient, as the case may be, such additional amount or amounts as are sufficient to will compensate such Lender Lender, L/C Issuer or other Recipient, as the case may be, for such increased costsadditional costs incurred or reduction suffered.
(b) If any Lender or L/C Issuer shall have determined that:
(1i) the introduction after the date hereof of any Capital Adequacy Regulation,;
(2ii) any change after the date hereof in any Capital Adequacy Regulation,;
(3iii) 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
(4iv) compliance by the such Lender or L/C Issuer (or its Lending Office) or any corporation entity controlling the Lender or L/C Issuer, with any Capital Adequacy Regulation described in clauses (1) through (3) above, Regulation; affects or would affect the amount of capital required or expected to be maintained by the such Lender or L/C Issuer or any corporation entity controlling the 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 is increased as a consequence of its CommitmentCommitment(s), Loansloans, 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 Company through the Administrative Applicable Agent), the Company Borrower shall pay to the Lendersuch Lender or L/C Issuer, from time to time as specified by the Lendersuch Lender 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; provided, that the Borrower shall not be required to compensate any Lender or L/C Issuer pursuant to this subsection 10.3(b) for any amounts incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower, in writing of the amounts and of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the event giving rise to such increase is retroactive, then the 180-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
either (1i) 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 the calculation of the LIBOR 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 after the date hereof of any law or regulation or
or (2ii) the compliance by that Lender with any guideline imposed or request made by from any central bank or other Governmental Authority after the date hereof (whether or not having the force of law), in each case adopted, issued or becoming effective after the Closing Date (or in the event of any change in any law or regulation, from that in effect on the Closing Date), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any LIBOR Rate Loans, and the result of any of the foregoing is to increase the actual cost by an amount such Lender deems to be material to such Lender or any branch or Affiliate of such Lender of making, funding or maintaining such share of such Loan, or to reduce the amount of any payment (whether of principal, interest, or otherwise) received or receivable by such Lender or any branch or Affiliate of such Lender, or to require such Lender or any branch or Affiliate of such Lender to make any payment, in each case by or in an amount which such Lender in its reasonable judgment deems material and, in any case, is not compensated for by the Eurodollar Reserve Percentage, then and in any such case: (1) such Lender shall promptly notify the Company Borrowers, the Administrative Agent and the other Lenders in writing of the happening of such event; (2) such Lender shall be liable forpromptly deliver to the Borrowers, the Administrative Agent and shall from time to timethe other Lenders a certificate stating the change which has occurred, or the reserve requirements or other conditions which have been imposed on such Lender or branch or Affiliate of such Lender, or the request, directive or requirement with which it has complied, together with the date thereof, the amount of such increased cost, reduction or payment and the way in which such amount has been calculated; and (3) upon demand of such Lender to the Borrowers through the Administrative Agent (with a copy notice of such demand to be sent by such Lender to the Administrative Agent), the Borrowers shall pay to the Administrative Agent for Lender, from time to time as specified by the account of such Lender, additional amounts as are sufficient to compensate such the Lender for such increased costsincrease. The protection of this Section 5.3(a) shall be available to such Lender regardless of any possible contention of invalidity or inapplicability of the law, regulation, treaty, order, directive, interpretation or condition which has been imposed.
(b) If any Lender shall have determined that
that (1i) the introduction after the date hereof of any Capital Adequacy Regulation,
, (2ii) any change after the date hereof in any Capital Adequacy Regulation,
, (3iii) 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
or (4iv) compliance by the Lender (or its Lending Office) or any corporation or other entity controlling the Lender with any Capital Adequacy Regulation described Regulation, in clauses each case adopted, issued or becoming effective after the Closing Date (1) through (3) aboveor in the event of any change in any Capital Adequacy Regulation, from that in effect on the Closing Date), affects or would affect the amount of capital required or expected to be maintained by the Lender or any corporation or other entity controlling 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 is increased as a consequence of its CommitmentCommitments, Loansloans, credits or obligations under this AgreementAgreement and the result of any of the foregoing is to increase the actual cost by an amount such Lender deems to be material to such Lender or any branch or Affiliate of such Lender of making, thenfunding or maintaining such share of such Loan, or to reduce the amount of any payment (whether of principal, interest, or otherwise) received or receivable by such Lender or any branch or Affiliate of such Lender, or to require such Lender or any branch or Affiliate of such Lender to make any payment, in each case by or in an amount which such Lender in its reasonable judgment deems material and, in case of any LIBOR Rate Loan, is not compensated for by the Eurodollar Reserve Percentage, then and in any such case: (1) such Lender shall promptly notify the Borrowers, the Administrative Agent and the other Lenders in writing of the happening of such event; (2) such Lender shall promptly deliver to the Borrowers, the Administrative Agent and the other Lenders a certificate stating the change which has occurred, or the reserve requirements or other conditions which have been imposed on such Lender or branch or Affiliate of such Lender, or the request, directive or requirement with which it has complied, together with the date thereof, the amount of such increased cost, reduction or payment and the way in which such amount has been calculated; and (3) upon demand of such Lender to the Company Borrowers through the Administrative Agent (with a notice of such demand to be sent by such Lender to the Administrative Agent), the Company Borrowers shall pay to the Lender, from time to time as specified by the Lender, additional amounts sufficient to compensate the Lender for such increase. The protection of this Section 5.3 shall be available to such Lender regardless of any possible contention of invalidity or inapplicability of the law, regulation, treaty, order, directive, interpretation or condition which has been imposed.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) 3.3.1 If any Lender Bank determines that, due to either
either (1i) the introduction after the date hereof 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 LIBOR 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 after the date hereof of of, any law or regulation or
occurring after the date of this Agreement or (2ii) the compliance by that Lender such Bank (or its Lending Office) with any guideline imposed or request made by from any central bank or other Governmental Authority after the date hereof (whether or not having the force of law)) imposed after the date hereof, there shall be any increase in the cost to such Lender Bank of agreeing to make or making, funding or maintaining any LIBOR Loans, then the Company Borrower shall be liable for, and shall from time to time, upon within thirty (30) days of demand by such Bank (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent Agent, for the account of such LenderBank, additional amounts as are sufficient to compensate such Lender Bank for such increased costs.
(b) If any Lender shall have determined that
(1) the introduction after the date hereof of any Capital Adequacy Regulation,
(2) any change after the date hereof in any Capital Adequacy Regulation,
(3) 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; provided, or
(4) compliance by the Lender (or its Lending Office) or any corporation controlling the Lender with any Capital Adequacy Regulation described in clauses (1) through (3) abovehowever, affects or would affect the amount of capital required or expected to be maintained by the Lender or any corporation controlling 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 is increased as a consequence of its Commitment, Loans, credits or obligations under this Agreement, then, upon demand of such Lender Borrower shall not be obligated to the Company through pay to the Administrative Agent, for the Company account of such Bank, any compensation attributable to any period prior to the date that is ninety (90) days prior to the date on which such Bank gave notice to the Borrower of the circumstance entitling such Bank to compensation. A Bank's statement claiming compensation under this Section 3.3.1 and setting ------------- forth the additional amounts to be paid hereunder shall, in the absence of manifest error, be conclusive and binding for all purposes so long as the amount claimed is calculated and charged in the same manner as such amounts are generally calculated and charged for such Bank's other similarly situated borrowers. Each Bank agrees promptly to notify the Borrower (with a copy to the Administrative Agent) of its actual knowledge of any event that would entitle such Bank to compensation under this Section 3.3.1 (and further agrees to ------------- designate a different Lending Office with respect to its LIBOR Loans if such redesignation will avoid the need for, or reduce the amount of, any such compensation and will not, in the judgment of such Bank, be illegal or otherwise disadvantageous to such Bank); provided further, however, that a Bank's failure ---------------- to give any such notice(s) shall not affect the Borrower's obligation to pay such additional amounts hereunder, except as otherwise expressly provided above. If any Bank claims compensation under this Section 3.3.1, the Borrower may at ------------- any time, upon at least four (4) Business Days' prior written notice to the Administrative Agent and such Bank, and upon payment of all amounts required under this Section 3.3.1 plus any prepayment fee required under Section 3.4, ------------- ---- ----------- prepay such Bank's LIBOR Loans or request that such Bank's LIBOR Loans be converted to Reference Rate Loans.
3.3.2 Borrower shall not be obligated to pay to the LenderAdministrative Agent, from time for the account of such Bank, any compensation attributable to time any period prior to the date chat is ninety (90) days prior to the date on which such Bank gives notice to the Borrower of the circumstance entitling such Bank to compensation. Each Bank agrees promptly to notify the Borrower (with a copy to the Administrative Agent) of any circumstances that would cause the Borrower to pay additional amounts pursuant to this Section 3.3.2; provided further, however, that a Bank's ------------- ---------------- failure to give any such notice(s) shall not affect the Borrower's obligation to pay such additional amounts hereunder, except as specified otherwise expressly provided above. Notwithstanding the foregoing, the Borrower shall not be required to pay any amount to any Bank under this Section 3.3.2 if such Bank has previously ------------- received the compensation otherwise payable hereunder as a result of any other payment made by the Lender, additional amounts sufficient Borrower to compensate such Bank under any other section of this Agreement or under one of the Lender for such increaseother Loan Documents.
Appears in 1 contract
Sources: Line of Credit Loan Agreement (Catellus Development Corp)
Increased Costs and Reduction of Return. (a) If any Lender determines shall determine that, due to eithera Change in Law,
(1i) 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 the calculation of the LIBOR 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 after the date hereof of any law or regulation or
(2) the compliance by that Lender with any guideline imposed or request 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 Lender of agreeing to make or making, funding or maintaining any LIBOR LoansRate Loans or (ii) such Lender 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 deposit reserves, other liabilities or capital attributable thereto, then the Company shall be liable forBorrowers shall, 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 Agent, for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costscosts or such Taxes.
(b) If any Lender shall have determined that
that (1i) the introduction after the date hereof of any Capital Adequacy Regulation,
(2) or any change after the date hereof in any Capital Adequacy Regulation,
, (3ii) 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
or (4iii) compliance by the such Lender (or its Lending Office) or any corporation entity controlling the Lender with any Capital Adequacy Regulation described in clauses (1) through (3) aboveRegulation, affects or would affect the amount of capital required or expected to be maintained by the such Lender or any corporation entity controlling the 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 is increased as a consequence of its Commitment, Loans, credits or obligations under this Agreement, then, upon within 30 days of demand of such Lender (with a copy to the Company through the Administrative Agent), the Company Borrowers shall pay to the such Lender, from time to time as specified by the such Lender, additional amounts sufficient to compensate such Lender (or the Lender entity controlling the Lender) for such increase. Notwithstanding anything herein to the contrary, the D▇▇▇-F▇▇▇▇ ▇▇▇▇ 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 Capital Adequacy Regulation under this Section 11.03(b), regardless of the date enacted, adopted or issued.
(c) Borrowers shall not be required to compensate any Lender pursuant to Section 11.03(a) or (b) for any amounts incurred more than 180 days prior to the date that such Lender notifies Borrower Representative, in writing, of its claim of compensation thereof; provided, that if the event giving rise to such increase is retroactive, then such 180-day period shall be extended to include the period of retroactive effect.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Lender reasonably and in good faith determines that, due to either
either (1i) 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 the calculation of the LIBOR 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 after the date hereof of any law or regulation or
or (2ii) the compliance by that Lender with any guideline imposed promulgated by or any request made by from any central bank or other Governmental Authority after the date hereof (whether or not having the force of law)) in each case after the Closing Date, there shall be any increase in the cost including Taxes (other than (i) Excluded Taxes and (ii) Indemnified Taxes that are covered by Section 3.01) to such Lender of agreeing to make or making, funding or maintaining any LIBOR Eurodollar Rate Loans, then the Company shall be liable for, and shall from time to time, promptly upon demand (with a copy of such demand to be sent to the Administrative Agent)demand, pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs; 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 to whom it has extended credit (as certified by such Lender in the written demand required under this Section 3.30(a)). 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
that (1i) the introduction after the date hereof of any Capital Adequacy Regulation,
, (2ii) any change after the date hereof in any Capital Adequacy Regulation,
, (3iii) 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
or (4iv) compliance by the Lender (or its Lending Office) or any corporation controlling the Lender with any Capital Adequacy Regulation described Regulation, in clauses (1) through (3) aboveeach case after the Closing Date, affects or would affect the amount of capital required or expected to be maintained by the Lender or any corporation controlling 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 is increased as a consequence of its Commitment, Loans, credits or obligations under this Agreement, then, upon thirty (30) days after written demand of by such Lender to the Company through the Administrative Agent, the Company shall pay to the Lender, from time to time as specified by the Lender, additional amounts sufficient to compensate the Lender for such increase; 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 to whom it has extended credit (as certified by such Lender in the written demand required under this Section 3.03(b)); provided, further, that the Company shall not be required to compensate a Lender for any such increases in capital for any period more than 270 days prior to the date such Lender delivers such demand.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If after the date hereof any Lender determines that, due to either
either (1i) 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 the calculation of the LIBOR Rate or in respect of the assessment rate payable by any Lender to the FDIC for insuring U.S. depositsOffshore Rate) in or in the interpretation after the date hereof of any law or regulation or
or (2ii) the compliance by that Lender with any guideline imposed or request made by 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 or maintaining any LIBOR LoansOffshore Rate Loan, then the 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 costs.
(b) If after the date hereof any Lender shall have determined that
that (1i) the introduction after the date hereof of any Capital Adequacy Regulation,
, (2ii) any change after the date hereof in any Capital Adequacy Regulation,
, (3iii) 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
or (4iv) compliance by the Lender (or its Lending Office) or any corporation controlling the Lender with any Capital Adequacy Regulation described in clauses (1) through (3) aboveRegulation, affects or would affect the amount of capital required or expected to be maintained by the Lender or any corporation controlling 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 is increased as a consequence of its Commitment, Loansloans, credits or obligations under this Agreement, then, upon demand of such Lender to the Company through the Administrative Agent, the Company shall pay to the Lender, from time to time as specified by the Lender, additional amounts sufficient to compensate the Lender for such increase.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Lender Bank determines --------------------------------------- that, due to either
either (1i) the introduction after the date hereof 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 LIBOR CD Rate or the Offshore Rate or in respect of the assessment rate payable by any Lender Bank to the FDIC for insuring U.S. depositsdeposits or any change introduced prior to the Closing Date) in or in the interpretation after the date hereof of any law or regulation or
(2ii) the compliance by that Lender Bank with any guideline imposed or request made by from any central bank or other Governmental Authority after the date hereof (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 Bank of agreeing to make or making, funding or maintaining any LIBOR Offshore Rate Loans or CD Rate Loans, then the 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 costs; 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 any Lender Bank shall have determined that
that (1i) the introduction after the date hereof of any Capital Adequacy Regulation,
, (2ii) any change after the date hereof in any Capital Adequacy Regulation,
, (3iii) 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
or (4iv) compliance by the Lender Bank (or its Lending Office) or any corporation controlling the Lender Bank with any Capital Adequacy Regulation described Regulation, in clauses (1) through (3) aboveany such case, after the Closing Date, affects or would affect the amount of capital required or expected to be maintained by the Lender Bank or any corporation controlling the 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 is increased as a consequence of its Commitment, Loansloans, credits or obligations under this Agreement, then, upon demand of such Lender Bank to the Company through the Administrative Agent, the Company shall pay to the LenderBank, from time to time as specified by the LenderBank, additional amounts sufficient to compensate the Lender Bank for such increase; provided no Bank shall be entitled to receive additional -------- amounts with respect to any period prior to six (6) months prior to making such demand.
(c) If any Bank requests compensation from the Company under subsection 3.03(a) or 3.03(b), the Company shall have the right, with the assistance of the Agent, to seek one or more Eligible Assignees (which may be one or more of the Banks) reasonably satisfactory to the Agent and the Company to purchase the Loans and assume the Commitment of such Bank, and the Company, the Agent, such Bank, and such Eligible Assignee(s) shall execute and deliver an appropriately completed Assignment and Acceptance pursuant to Section 10.08 hereof to effect the assignment of rights to and the assumption of obligations by such Eligible Assignee(s); provided that such requesting Bank shall be entitled to -------- compensation under Section 3.03 for any costs incurred by it prior to its replacement.
Appears in 1 contract
Sources: Credit Agreement (McKesson Corp)
Increased Costs and Reduction of Return. (a) If any Lender reasonably determines that, that due to either
either (1i) the introduction after the date hereof of any Requirement of Law, or any change (other than in any Requirement of Law, or any change by way of imposition of or increase in reserve requirements included in the calculation of the LIBOR 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 after the date hereof of any law Requirement of Law, or regulation or
(2ii) the compliance by that Lender with any guideline imposed or request made by 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 or maintaining any LIBOR Rate Loans, then the Company 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; provided, however, that Borrower shall not be liable for any amount attributable to any period before 240 days prior to the date Agent notifies Borrower of such increased costs. Lenders covenant and agree that they will allocate any such increased costs ratably among their respective customers or borrowers similarly affected reasonably and in good faith.
(b) If any Lender shall have determined that
that (1i) the introduction after the date hereof of any Capital Adequacy Regulation,
, (2ii) any change after the date hereof in any Capital Adequacy Regulation,
, (3iii) 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
or (4iv) compliance by the such Lender (or its Lending Office) or any corporation or other entity controlling the such Lender with any Capital Adequacy Regulation described in clauses (1) through (3) aboveRegulation, affects or would affect the amount of capital required or expected to be maintained by the such Lender or any corporation or other entity controlling the 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 is increased as a consequence of its CommitmentCommitments, Loansloans, credits or obligations under this Agreement, then, upon demand of such Lender to the Company Borrower through the Administrative Agent, the Company Borrower shall pay to the such Lender, from time to time as specified by the such Lender, additional amounts sufficient to compensate the such Lender for such increase.
Appears in 1 contract
Sources: Credit Agreement (3com Corp)
Increased Costs and Reduction of Return. (a) If any Lender determines that, due to either
either (1i) 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 the calculation of the LIBOR 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 after the date hereof of any law or regulation or
or (2ii) the compliance by that Lender with any guideline imposed or request made by 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 or maintaining any LIBOR LoansLoans or participating in Letters of Credit, then or, in the Company shall be liable forcase of the Issuing Lender, and shall from time any increase in the cost to timethe Issuing Lender of agreeing to issue, upon demand 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, within 15 days after written request by any Lender (with a copy of such demand request to be sent to the Administrative Agent), the Company shall pay to the Administrative Agent for the account of such Lender, such additional amounts as are sufficient to will compensate such Lender for such increased costscost or reduction but only with respect to the 90-day period immediately preceding the making of each such demand.
(b) If any Lender shall have determined that
that (1i) the introduction after the date hereof of any Capital Adequacy Regulation,
, (2ii) any change after the date hereof in any Capital Adequacy Regulation,
, (3iii) 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
or (4iv) compliance by the Lender (or its Lending Office) or any corporation controlling the Lender with any Capital Adequacy Regulation described in clauses (1) through (3) aboveRegulation, affects or would affect the amount of capital required or expected to be maintained by the Lender or any corporation controlling 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 is increased as a consequence of its CommitmentPro Rata Share of the Commitments, Loansloans, credits or obligations under this Agreement, then, upon demand of such Lender to the Company through the Administrative Agent, the Company shall pay to the Lender, from time to time as specified by the Lender, additional amounts sufficient to compensate the Lender for such increase; provided, however, that the Company shall not be obligated to pay any such amount or amounts in excess of 10 basis points per annum unless the affected Lender shall have given the Company at least 30 days’ advance written notice (with a copy to the Administrative Agent) of its intent to seek compensation under this Section in excess of 10 basis points per annum from the Company. A certificate of the Lender setting forth the basis for determining any additional amount or amounts necessary to compensate the Lender will be final and conclusive and binding upon all parties hereto absent error.
(c) If the Company becomes obligated to pay a material amount under this Section to any Lender, that Lender will be subject to removal in accordance with Section 11.18; provided that the Company shall have paid such amount to that Lender and that the Company, within the thirty (30) day period following the date of such payment, shall have notified that Lender in writing of its intent to so remove the Lender.
Appears in 1 contract
Sources: Credit Agreement (Tracinda Corp)
Increased Costs and Reduction of Return. (a) If any Lender reasonably determines that, due to either
either (1i) 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 the calculation of the LIBOR 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 after the date hereof of any law or regulation or
or (2ii) the compliance by that Lender with any guideline imposed or request made by 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 or maintaining any LIBOR LoansOffshore Rate Loans or participating in Letters of Credit, or, in the case of the Issuing Bank, any increase in the cost to the Issuing 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 Company 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 costs.
(b) If any Lender shall have reasonably determined that
that (1i) the introduction after the date hereof of any Capital Adequacy Regulation,
, (2ii) any change after the date hereof in any Capital Adequacy Regulation,
, (3iii) 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
or (4iv) compliance by the such Lender (or its Lending Office) or any corporation controlling the such Lender with any Capital Adequacy Regulation described in clauses (1) through (3) aboveRegulation, affects or would affect the amount of capital required or expected to be maintained by the such Lender or any corporation controlling the such Lender and (taking into consideration such Lender’s 's or such corporation’s 's policies with respect to capital adequacy and such 63 73 Lender’s desired 's customary return on capital) determines that the amount of such capital is increased as a consequence of its Commitment, Loansloans, credits or obligations under this Agreement, then, upon demand of such Lender to the Company through the Administrative Agent, the Company relevant Borrower shall pay to the such Lender, from time to time as specified by the such Lender, additional amounts sufficient to compensate the such Lender or such corporation for such increase.
(c) Any provision of this Agreement stated to have effect on, after, or as from, the Commencement Date will, to the extent that the provision relates to any currency of a state which is not a Participating Member State on the Commencement Date, have effect in relation to that currency on the date on which it becomes a Participating Member State.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Lender determines that, that due to either
any of (1i) 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 the calculation of the LIBOR 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 after the date hereof of any law or regulation or
(2including any law or regulation relating to Taxes (other than (A) Indemnified Taxes and (B) Excluded Taxes)), (ii) the compliance by that Lender with any guideline imposed or request made by from any central bank or other Governmental Authority after the date hereof (whether or not having the force of law), in each case of clauses (i) and (ii), after the later of the Agreement Date or the date such Lender became a party to this Agreement, (iii) compliance by that Lender with the Dodd-Frank Wall Street Reform and Consumer Protection Act or any request, rule, guideline or directive thereunder or issued in connection therewith (whether or not having the force of law), regardless of the date enacted, adopted or issued, or (iv) the compliance by that Lender with any requests, rules, guidelines or directives promulgated by Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or United States regulatory authorities, in each case pursuant to Basel III regardless of the date enacted, adopted or issued, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any LIBOR Term SOFR Term Loans, then then, subject to clause (c) of this Section 5.3, the Company 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.
(b) If any Lender shall have determined that
that (1i) the introduction after the date hereof of or compliance with any Capital Adequacy Regulation,
, (2ii) any change after the date hereof in any Capital Adequacy Regulation,
, (3iii) 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
in each case of clauses (4i) through (iii), after the later of the Agreement Date or the date such Lender became a party to this Agreement, (iv) compliance by that Lender with the Lender Dodd-Frank Wall Street Reform and Consumer Protection Act or any request, rule, guideline or directive thereunder or issued in connection therewith (whether or not having the force of law), regardless of the date enacted, adopted or issued, or (v) any requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or its Lending Officeany successor or similar authority) or any corporation controlling United States regulatory authorities, in each case pursuant to Basel III regardless of the Lender with any Capital Adequacy Regulation described in clauses (1) through (3) abovedate enacted, adopted or issued affects or would affect the amount of capital required or expected to be maintained by the such Lender or any corporation or other entity controlling the 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 is increased as a consequence of its CommitmentCommitments, Loans, credits Term Loans or obligations Obligations under this Agreement, then, upon demand of such Lender to the Company Borrower through the Administrative Agent, subject to clause (c) of this Section 5.3, the Company Borrower shall pay to the such Lender, from time to time as specified by the such Lender, additional amounts sufficient to compensate the such Lender for such increase.
(c) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 5.3 shall not constitute a waiver of such Lender’s right to demand such compensation. Notwithstanding any other provision herein, no Lender shall demand compensation pursuant to this Section 5.3 if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements, if any (and such Lender so certifies to the Borrower).
Appears in 1 contract
Sources: Credit Agreement (Herc Holdings Inc)
Increased Costs and Reduction of Return. (a) If any Lender reasonably determines that, due to either
either (1i) 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 the calculation of the LIBOR Eurodollar 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 after the date hereof of any law or regulation or
or (2ii) the compliance by that Lender with any guideline imposed or request made by 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 or maintaining any LIBOR LoansEurodollar Rate Loans or participating in Letters of Credit, or, in the case of the Issuing Bank, any increase in the cost to the Issuing 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 Company Borrowers shall be liable for, and shall from time to time, upon demand on the Borrower Representative (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.
(b) If any Lender or the Issuing Bank shall have reasonably determined that
that (1i) the introduction after the date hereof of any Capital Adequacy Regulation,
, (2ii) any change after the date hereof in any Capital Adequacy Regulation,
, (3iii) 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
or (4iv) compliance by the Lender or the Issuing Bank (or its Lending Office) or any corporation controlling the Lender or the Issuing Bank with any Capital Adequacy Regulation described in clauses (1) through (3) aboveRegulation, affects or would affect the amount of capital required or expected to be maintained by the Lender or the Issuing Bank or any corporation controlling the Lender or the Issuing Bank and (taking into consideration such Lender’s 's or the Issuing Bank's, as applicable, or such corporation’s 's policies with respect to capital adequacy and such Lender’s 's or the Issuing Bank's, as applicable, desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment, LoansL/C Commitment, loans, credits or obligations under this Agreement, then, upon demand of such Lender or the Issuing Bank to the Company Borrower Representative through the Administrative Agent, the Company Borrowers shall pay to the Lender, from time to time as specified by the LenderLender or the Issuing Bank, as applicable, additional amounts sufficient to compensate the Lender or the Issuing Bank for such increase.
Appears in 1 contract
Sources: Credit Agreement (International Murex Technologies Corp)
Increased Costs and Reduction of Return. (a) If any Lender determines or L/C Issuer shall determine (in good faith, but in its sole and absolute discretion) that, due to either
either (1i) the introduction after the date hereof 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 LIBOR Rate or in respect of the assessment rate payable by any Lender to the FDIC for insuring U.S. deposits) in in, or in the interpretation after the date hereof of of, any law or regulation or
or (2ii) the compliance by that Lender with any guideline imposed or request made by from any central bank or other Governmental Authority after the date hereof (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 or L/C Issuer of agreeing to make or making, funding or maintaining any LIBOR LoansRate Loans or of issuing or maintain any Letter of Credit, then the Company 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 costs; provided, that the Borrower 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 one hundred eighty (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 one hundred eighty (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 (in good faith, but in its sole and absolute discretion) that:
(1i) the introduction after the date hereof of any Capital Adequacy Regulation,;
(2ii) any change after the date hereof in any Capital Adequacy Regulation,;
(3iii) 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
(4iv) compliance by the such Lender or L/C Issuer (or its Lending Office) or any corporation entity controlling the Lender or L/C Issuer, with any Capital Adequacy Regulation described in clauses (1) through (3) above, Regulation; affects or would affect the amount of capital required or expected to be maintained by the such Lender or L/C Issuer or any corporation entity controlling the 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 is increased as a consequence of its CommitmentRevolving Loan Commitment(s), Loansloans, 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 Company through the Administrative Agent), the Company Borrower shall pay to the Lendersuch Lender or L/C Issuer, from time to time as specified by the Lendersuch Lender 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; provided, that the Borrower shall not be required to compensate any Lender or L/C Issuer pursuant to this Section for any amounts incurred more than one hundred eighty (180) days prior to the date that such Lender or L/C Issuer notifies the Borrower, in writing of the amounts and of such Lender's or L/C Issuer's intention to claim compensation thereof; provided, further, that if the event giving rise to such increase is retroactive, then the one hundred eighty (180) day period referred to above shall be extended to include the period of retroactive effect thereof.
Appears in 1 contract
Sources: Credit Agreement (Banctec Inc)
Increased Costs and Reduction of Return. (a) If any Lender -------------------------------------------- determines that, that due to either
either (1i) 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 the calculation of the LIBOR 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 after the date hereof of any law or regulation or
or (2ii) the compliance by that Lender with any guideline imposed or request made by from any central bank or other Governmental Authority after the date hereof (whether or not having the force of law), in each case adopted, issued or becoming effective after the Closing Date (or in the event of any change in any law or regulation, from that in effect on the Closing Date), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any LIBOR Rate Loans, then the Company 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 costs.
(b) If any Lender shall have determined that
that (1i) the introduction after the date hereof of any Capital Adequacy Regulation,
, (2ii) any change after the date hereof in any Capital Adequacy Regulation,
, (3iii) 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
or (4iv) compliance by the Lender (or its Lending Office) or any corporation or other entity controlling the Lender with any Capital Adequacy Regulation described , in clauses each case adopted, issued or becoming effective after the Closing Date (1) through (3) aboveor in the event of any change in any law or regulation, from that in effect on the Closing Date), affects or would affect the amount of capital required or expected to be maintained by the Lender or any corporation or other entity controlling 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 is increased as a consequence of its CommitmentCommitments, Loansloans, credits or obligations under this Agreement, then, upon demand of such Lender to the Company Borrowers through the Administrative Agent, the Company Borrowers shall pay to the Lender, from time to time as specified by the Lender, additional amounts sufficient to compensate the Lender for such increase.
(c) Any demand made by any Lender pursuant to this Section 5.3 ----------- shall not cover any period more than 180 days prior to the date of demand.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Lender determines Bank shall determine that, due to either
either (1i) the introduction of or any change after the date hereof of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the LIBOR Eurodollar Rate or in respect of the assessment rate (the "Assessment Rate") payable by any Lender Bank to the FDIC for insuring U.S. deposits) in or in the interpretation after the date hereof of any law or regulation or
or (2ii) the compliance by that Lender with any guideline imposed or request made by 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 Bank of agreeing to make or making, funding or maintaining any LIBOR LoansEurodollar Rate Loans or participating in Letters of Credit, or, in the case of the Issuing Bank, any increase in the cost to the Issuing 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 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 costs.
(b) If any Lender Bank shall have determined that
that (1i) the introduction after the date hereof of any Capital Adequacy Regulation,
Regulation after the date hereof, (2ii) any change after the date hereof in any Capital Adequacy Regulation,
Regulation after the date hereof, (3iii) 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 thereofthereof after the date hereof, or
or (4iv) compliance by the Lender Bank (or its Lending Office) or any corporation controlling the Lender Bank, with any Capital Adequacy Regulation described in clauses (1) through (3) aboveRegulation, affects or would affect the amount of capital required or expected to be maintained by the Lender Bank or any corporation controlling the 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 is increased as a consequence of its Commitment, Loansloans, credits or obligations under this Agreement, then, upon demand of such Lender Bank (with a copy to the Company through the Administrative Agent), the Company shall upon demand pay to the LenderBank, from time to time as specified by the LenderBank, additional amounts sufficient to compensate the Lender Bank for such increase.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Lender reasonably and in good faith determines that, due to either
either (1i) 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 the calculation of the LIBOR 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 after the date hereof of any law or regulation or
or (2ii) the compliance by that Lender with any guideline imposed or request made by from any central bank or other Governmental Authority after the date hereof (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 or maintaining any LIBOR Eurodollar Rate Loans, then the 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 costs; 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 hereof.
(b) If any Lender reasonably and in good faith shall have determined that
that (1i) the introduction after the date hereof of any Capital Adequacy Regulation,
, (2ii) any change after the date hereof in any Capital Adequacy Regulation,
, (3iii) 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
or (4iv) compliance by the Lender (or its Lending Office) or any corporation controlling the Lender with any Capital Adequacy Regulation described Regulation, in clauses (1) through (3) aboveeach case after the Closing Date, affects or would affect the amount of capital required or expected to be maintained by the Lender or any corporation controlling 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 is increased as a consequence of its Commitment, Loansloans, credits or obligations under this Agreement, then, upon thirty (30) days after written demand of by such Lender to the Company through the Administrative Agent, the Company shall pay to the Lender, from time to time as specified by the Lender, additional amounts sufficient to compensate the Lender for such increase; 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; provided, further, 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.
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