Increased Costs and Reduction of Return. (a) If any Bank determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate in or in the interpretation of any law or regulation or (ii) the compliance by that Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Bank of agreeing to make or making, funding or maintaining any Offshore 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, 15 days after demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Bank, additional amounts as are sufficient to compensate such Bank for such increased costs. (b) If any Bank shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Bank (or its Lending Office) or any corporation controlling the Bank with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the Bank or any corporation controlling the Bank and (taking into consideration such Bank's or such corporation's policies with respect to capital adequacy and such 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 Bank to the Company through the Agent, the Company shall pay to the Bank, from time to time as specified by the Bank, additional amounts sufficient to compensate the Bank for such increase.
Appears in 1 contract
Sources: Credit Agreement (Genlyte Group Inc)
Increased Costs and Reduction of Return. (a) If any Bank determines that, due to either (i) the introduction after the date hereof of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore LIBOR Rate or in respect of the assessment rate payable by any Bank to the FDIC for insuring U.S. deposits) in or in the interpretation after the date hereof of any law or regulation or (ii) the compliance by that Bank with any guideline imposed or request from made by any central bank or other Governmental Authority after the date hereof (whether or not having the force of law), there shall be any increase in the cost to such Bank of agreeing to make or making, funding or maintaining any Offshore 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 CreditLIBOR Borrowings, then the Company shall be liable for, and shall from time to time, 15 days after 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 Bank, additional amounts as are sufficient to compensate such Bank for such increased costs.
(b) If any Bank shall have determined that (i) the introduction after the date hereof of any Capital Adequacy Regulation, (ii) any change after the date hereof in any Capital Adequacy Regulation, (iii) any change after the date hereof in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Bank (or its Lending Office) or any corporation controlling the Bank with any Capital Adequacy RegulationRegulation described in clauses (i) through (iii) above, affects or would affect the amount of capital required or expected to be maintained by the Bank or any corporation controlling the Bank and (taking into consideration such Bank's or such corporation's policies with respect to capital adequacy and such 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 Bank to the Company through the Administrative Agent, the Company shall pay to the Bank, from time to time as specified by the Bank, additional amounts sufficient to compensate the Bank for such increase.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Bank Lender determines that, due to either (i) the introduction of of, or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate in Rate) in, or in the interpretation of any law or regulation or (ii) the compliance by that Bank Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Bank Lender of agreeing to make or making, funding or maintaining any Offshore Rate Loans or participating in Letters of Credit, or, in the case of the Issuing BankL/C Issuer, any increase in the cost to the Issuing Bank L/C Issuer of agreeing to Issueissue, 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, 15 days after 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 BankLender, additional amounts as are sufficient to compensate such Bank Lender for such increased costs.
(b) If any Bank Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Bank such Lender (or its Lending Office) or any corporation controlling the Bank such Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the Bank such Lender or any corporation controlling the Bank such Lender and (taking into consideration such Bank's Lender’s or such corporation's ’s policies with respect to capital adequacy and such Bank's 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 Bank Lender to the Company Holdings through the Administrative Agent, the Company Holdings shall pay to the Banksuch Lender, from time to time as specified by the Banksuch Lender, additional amounts sufficient to compensate the Bank such Lender for such increase.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If If, after the date of this Agreement, any Bank determines that, due to either of the following shall occur: (ia) the introduction 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 Offshore Rate in treaty or in the interpretation administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any law or regulation or (ii) the compliance by that Bank with any request, rule, guideline or request from any central bank or other Governmental Authority 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 Bank Lender of agreeing to make or making, funding converting to, continuing or maintaining any Offshore Rate Loans or participating in Letters of Credit, Loan (or, in the case of the Issuing Bankclause (ii) above, any Loan), or of maintaining its obligation to make any such Loan, or to increase in the cost to the Issuing Bank such Lender or such L/C Issuer of agreeing to Issueparticipating in, issuing or maintaining any Letter of Credit (or of agreeing maintaining its obligation to make participate in or making, funding or maintaining any unpaid drawing under to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or the L/C Issuer
(i) If any Lender or L/C Issuer shall have determined that 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, 15 days after demand (with a copy of such demand to be sent to the Agent), time pay to the Agent for the account of such BankLender or L/C Issuer, as the case may be, such additional amounts or amounts as are sufficient to compensate such Bank 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 Bank shall have determined that [reserved].
(c) Notwithstanding anything herein to the contrary, (i) the introduction of any Capital Adequacy Regulation▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ 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 change successor or similar authority) or the United States or foreign regulatory authorities, in any Capital Adequacy Regulationeach case in respect of this clause (ii) pursuant to Basel III, (iiishall, in each case, be deemed to be a Change in Law Section 10.3(a) any change above and/or a Change in the interpretation or administration of any Law with respect to Capital Adequacy Regulation by any central bank under Section 10.3(b) above, as applicable, regardless of the date enacted, adopted or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Bank (or its Lending Office) or any corporation controlling the Bank with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the Bank or any corporation controlling the Bank and (taking into consideration such Bank's or such corporation's policies with respect to capital adequacy and such 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 Bank to the Company through the Agent, the Company shall pay to the Bank, from time to time as specified by the Bank, additional amounts sufficient to compensate the Bank 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 Except for Taxes, which shall be governed by Section 4.1, if any Bank Lender or Letter of Credit Issuer determines that, that due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate in or in the interpretation of any law or regulation or (ii) the compliance by that Bank Lender or Letter of Credit Issuer with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Bank Lender or Letter of Credit Issuer of agreeing to make or making, funding or maintaining any Offshore LIBOR Rate Loans or issuing, maintaining 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 CreditCredits, then the Company Borrowers shall be liable for, and shall from time to time, 15 days after upon demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such BankLender or Letter of Credit Issuer, additional amounts as are sufficient to compensate such Bank 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 Bank Lender or Letter of Credit Issuer shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Bank (or its Lending Office) such Lender, Letter of Credit Issuer or any corporation or other entity controlling the Bank such Lender or Letter of Credit Issuer with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the Bank such Lender, Letter of Credit Issuer or any corporation or other entity controlling the Bank such Lender or Letter of Credit Issuer and (taking into consideration such Bank's Lender’s, such Letter of Credit Issuer’s or such corporation's ’s or other entity’s policies with respect to capital adequacy and such Bank's 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, loans, credits or obligations under this Agreement, then, upon demand of such Bank Lender or Letter of Credit Issuer to the Company any Borrower through the Agent, the Company Borrowers shall pay to the Banksuch Lender or Letter of Credit Issuer, from time to time as specified by the Banksuch Lender or Letter of Credit Issuer, additional amounts sufficient to compensate the Bank 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 Bank determines or the Issuing Bank shall determine that, due to either (i) the introduction 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 Offshore Rate Rate) in or in the interpretation of any law or regulation regulation, or (ii) the compliance by that Bank with any guideline or request from any central bank or other Governmental Authority (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 Bank of agreeing to make or making, funding or maintaining any Offshore Rate Loans or participating in Letters of Creditany L/C Obligations, or, in the case of the Issuing Bank, or any increase in the cost to the Issuing Bank of agreeing to Issue, issuing 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, 15 days after 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 Agent), pay to the Agent for the account of such Bank or the Issuing Bank, additional amounts as are sufficient to compensate such 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 Bank or the Issuing Bank shall have determined that (i) the introduction after the Closing Date of any Capital Adequacy Regulation, (ii) any change after the Closing Date in any Capital Adequacy Regulation, (iii) any change after the Closing Date in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Bank (or its Lending Office) or the Issuing Bank, as the case may be, or any corporation controlling the Bank or the Issuing Bank, as the case may be, with any such Capital Adequacy RegulationRegulation implemented or changed after the Closing Date, affects or would affect the amount of capital required or expected to be maintained by the Bank or the Issuing Bank or any corporation controlling the Bank or the Issuing Bank and (taking into consideration such Bank's, Issuing Bank's or such corporation's policies with respect to capital adequacy and such 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, loans, credits credits, participations in Letters of Credit, or obligations under this Agreement, then, upon demand of such Bank (with a copy to the Company through the Agent), the Company Borrowers shall pay to the Bank or Issuing Bank, from time to time as specified by the Bank or Issuing Bank, additional amounts sufficient to compensate the 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 Bank determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate Rate) in or in the interpretation of any law or regulation regulation, or (ii) the compliance by that Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Bank of agreeing to make or making, funding or maintaining any Offshore 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 CreditLoans, then the Company shall be liable for, and shall from time to time, 15 days after upon demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Bank, additional amounts as are sufficient to compensate such 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 Bank shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Bank (or its Lending Office) or any corporation controlling the Bank with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the Bank or any corporation controlling the Bank and (taking into consideration such Bank's or such corporation's policies with respect to capital adequacy and such 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 Bank to the Company through the Agent, the Company shall pay to the Bank, from time to time as specified by the Bank, additional amounts sufficient to compensate the Bank for such increase.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Bank determines Lender shall determine in good faith that, due to either (i) the introduction of of, or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate in in, or in the interpretation of of, any law or regulation or (ii) the compliance by that Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the case of either clause (i) or (ii) subsequent to the date hereof, there shall be any increase in the cost to such Bank Lender of agreeing to make or making, funding or maintaining any Offshore LIBOR 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 CreditLoans, then the Company Borrower shall be liable for, and shall from time to time, 15 within thirty (30) days after of demand therefor by such Lender (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such BankLender, additional amounts as are sufficient to compensate such Bank Lender for such increased costs.
(b) If any Bank Lender shall have determined that in good faith that:
(i) the introduction of any Capital Adequacy Regulation, ;
(ii) any change in any Capital Adequacy Regulation, ;
(iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or ; or
(iv) compliance by the Bank such Lender (or its Lending Office) or any corporation entity controlling the Bank Lender, with any Capital Adequacy Regulation, ; affects or would affect the amount of capital required or expected to be maintained by the Bank such Lender or any corporation controlling the Bank such Lender and (taking into consideration such Bank's Lender’s or such corporation's ’s policies with respect to capital adequacy and such Bank's Lender’s desired return on capital) determines that the amount of such capital is increased as a consequence of its CommitmentCommitment(s), loans, credits or obligations under this Agreement, then, upon within thirty (30) days of demand of such Bank Lender (with a copy to the Company through the Agent), the Company Borrower shall pay to the Banksuch Lender, from time to time as specified by the Banksuch Lender, additional amounts sufficient to compensate such Lender (or the Bank entity controlling the Lender) for such increase.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Bank Lender reasonably and in good faith determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate in or in the interpretation of any law or regulation or (ii) the compliance by that Bank Lender with any guideline or request from any central bank or other Governmental Authority (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 Bank Lender of agreeing to make or making, funding or maintaining any Offshore 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 Issuein, issuing or maintaining any Letter of Credit (or of agreeing maintaining its obligations to make participate in or making, funding or maintaining any unpaid drawing under 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, 15 days after 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 BankLender, additional amounts as are sufficient to compensate such Bank 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 Bank Lender reasonably and in good faith shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Bank Lender (or its Lending Office) or any corporation controlling the Bank Lender with any Capital Adequacy Regulation, in each case after the later of (x) the Effective Date and (y) the 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 Bank Lender or any corporation controlling the Bank Lender and (taking into consideration such Bank's Lender’s or such corporation's ’s policies with respect to capital adequacy or liquidity and such Bank's Lender’s desired return on capital) determines that the amount of such capital or liquidity is increased as a consequence of its Revolving Commitment, loans, credits or obligations under this Agreement, then, upon thirty (30) days after written demand of by such Bank Lender to the Company Borrower through the Administrative Agent, the Company Borrower shall pay to the BankLender, from time to time as specified by the BankLender, additional amounts sufficient to compensate the Bank 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 Bank Lender determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate in or in the interpretation of any law or regulation or (ii) the compliance by that Bank Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Bank Lender of agreeing to make or making, funding or maintaining any Offshore Rate LIBOR Loans or participating in Letters of Credit, or, in the case of the Issuing BankLender, any increase in the cost to the Issuing Bank Lender of agreeing to Issueissue, 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 forthen, and shall from time to time, within 15 days after demand 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 BankLender, such additional amounts as are sufficient to will compensate such Bank 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 Bank Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Bank Lender (or its Lending Office) or any corporation controlling the Bank Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the Bank Lender or any corporation controlling the Bank Lender and (taking into consideration such Bank's Lender’s or such corporation's ’s policies with respect to capital adequacy and such Bank's 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, loans, credits or obligations under this Agreement, then, upon demand of such Bank Lender to the Company through the Administrative Agent, the Company shall pay to the BankLender, from time to time as specified by the BankLender, additional amounts sufficient to compensate the Bank 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 Bank determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate Rate) in or in the interpretation of any law or regulation or (ii) the compliance by that Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Bank of agreeing to make or making, funding or maintaining any Offshore 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 Issueissue, 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, 15 days after 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 Bank, additional amounts as are sufficient to compensate such Bank for such increased costs.
(b) If any Bank shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Bank (or its Lending Office) or any corporation controlling the Bank with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the Bank or any corporation controlling the Bank and (taking into consideration such Bank's or such corporation's policies with respect to capital adequacy and such Bank'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 Bank to the Company through the Administrative Agent, the Company shall pay to the Bank, from time to time as specified by the Bank, additional amounts sufficient to compensate the Bank for such increase.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Bank determines that, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate in or in respect of the interpretation of assessment rate payable by any law Bank to the FDIC for insuring U.S. deposits or regulation any change introduced prior to the Closing Date) or (ii) the compliance by that Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) (other than any guideline or request introduced prior to the Closing Date), there shall be any increase in the cost to such Bank of agreeing to make or making, funding or maintaining any Offshore 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 CreditLoans, then the Company applicable Borrower shall be liable for, and shall from time to time, 15 days after upon demand (with a copy of such demand to be sent to the Agent), pay to the Applicable Agent for the account of such Bank, additional amounts as are sufficient to compensate such 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 the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any law or regulation, or the compliance with any guideline or request imposed or made from any central bank or other governmental authority or quasi-governmental authority exercising control over banks or financial institutions generally (whether or not having the force of law) any reserve (including, without limitation, any reserve requirement imposed under the Bank Act (Canada) or the Regulations thereunder), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Facility A Canadian Bank's applicable lending office shall be imposed on or deemed applicable or any other condition affecting Drafts or Bankers' Acceptances or such Facility A Canadian Bank's obligation to accept Drafts shall be imposed on such Facility A Canadian Bank or its applicable lending office, in any such case after the Closing Date; and, as a result thereof, there shall be any increase in the cost to such Facility A Canadian Bank of agreeing to accept or accepting, funding or maintaining Drafts or Bankers' Acceptances, or there shall be a reduction in the amount received or receivable by such Facility A Canadian Bank or its applicable lending office, then Medis shall from time to time, upon written notice from and demand by such Facility A Canadian Bank (with a copy of such notice to the Company, the Canadian Administrative Agent and the Agent), pay to the Canadian Administrative Agent, for the account of such Facility A Canadian Bank, within five (5) Business Days after the date specified in such notice and demand, additional amounts sufficient to indemnify such Facility A Canadian Bank against such increased cost; provided, however, that neither Borrower shall have any -------- ------- liability to a Facility A Canadian Bank under this subsection 3.3(b) with respect to the imposition of any withholding tax to the extent Borrowers are not required to make payments to such Facility A Canadian Bank with respect to the imposition of such withholding tax under Section 3.1; provided further that a -------- ------- Facility A Canadian Bank shall not be entitled to avail itself of the benefit of this subsection 3.3(b) to the extent that any such increased cost or reduction was incurred more than six (6) months prior to the time it gives notice to Medis. A certificate as to the amount of such increased cost submitted to Medis, the Company, the Canadian Administrative Agent and the Agent by a Facility A Canadian Bank, shall, except for manifest or demonstrable error, be final, conclusive and binding for all purposes.
(c) If any Bank shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Bank (or its Lending Office) or any corporation controlling the Bank with any Capital Adequacy Regulation, in any such case, after the Closing Date, affects or would affect the amount of capital required or expected to be maintained by the Bank or any corporation controlling the Bank and (taking into consideration such Bank's or such corporation's policies with respect to capital adequacy and such Bank'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 Bank to the Company applicable Borrower through the Applicable Agent, the Company such Borrower shall pay to the Bank, from time to time as specified by the Bank, additional amounts sufficient to compensate the 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.
Appears in 1 contract
Sources: Credit Agreement (McKesson Hboc Inc)
Increased Costs and Reduction of Return. (a) If any Bank determines shall determine that, due to either (i) the introduction of or any change after the date hereof (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Eurodollar Rate or in respect of the assessment rate (the "Assessment Rate") payable by any Bank to the FDIC for insuring U.S. deposits) in or in the interpretation of any law or regulation or (ii) the compliance by that Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Bank of agreeing to make or making, funding or maintaining any Offshore Eurodollar 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 Issueissue, 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, 15 days after 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 Bank, additional amounts as are sufficient to compensate such Bank for such increased costs.
(b) If any Bank shall have determined that (i) the introduction of any Capital Adequacy RegulationRegulation after the date hereof, (ii) any change in any Capital Adequacy RegulationRegulation after the date hereof, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereofthereof after the date hereof, or (iv) compliance by the Bank (or its Lending Office) or any corporation controlling the Bank Bank, with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the Bank or any corporation controlling the Bank and (taking into consideration such Bank's or such corporation's policies with respect to capital adequacy and such 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 Bank (with a copy to the Company through the Administrative Agent), the Company shall upon demand pay to the Bank, from time to time as specified by the Bank, additional amounts sufficient to compensate the Bank for such increase.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Bank determines Lender or L/C Issuer shall determine that, due to either (i) the introduction of of, or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate in in, or in the interpretation of of, any law or regulation (excluding changes in the taxes (or rates thereof) measured by net income (including branch profits taxes) and franchise taxes imposed in lieu of net income taxes, in each case imposed on any Secured Party as a result of a present or former connection between such Person and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than such connection arising solely from any Secured Party having executed, delivered or performed its obligations or received a payment under, or enforced, any Loan Document)) or (ii) the compliance by that Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the case of either clause (i) or (ii) subsequent to the date hereof there shall be any increase in the cost (other than Taxes payable or with respect to amounts received hereunder) to such Bank Lender or L/C Issuer of agreeing to make or making, funding or maintaining any Offshore LIBOR 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 maintain any Letter of Credit, then the Company Borrower shall be liable for, and shall from time to time, 15 within thirty (30) days after of written demand therefor by such Lender or L/C Issuer (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such BankLender or L/C Issuer, additional amounts as are sufficient to compensate such Bank Lender or L/C Issuer for such increased costs; provided, that 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 180 days prior to the date that such Lender or L/C Issuer notifies 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 Bank Lender or L/C Issuer shall have determined that that:
(i) the introduction of any Capital Adequacy Regulation, Regulation after the date hereof;
(ii) any change in any Capital Adequacy Regulation, Regulation after the date hereof;
(iii) any change after the date hereof in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or ; or
(iv) compliance by the Bank such Lender or L/C Issuer (or its Lending Office) or any corporation entity controlling the Bank Lender or L/C Issuer, with any Capital Adequacy Regulation, ; affects or would affect the amount of capital required or expected to be maintained by the Bank such Lender or L/C Issuer or any corporation entity controlling the Bank such Lender or L/C Issuer and (taking into consideration such Bank's Lender’s or such corporation's entities’ policies with respect to capital adequacy and such Bank's 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), loans, credits or obligations under this Agreement, then, upon within thirty (30) days of demand of such Bank Lender or L/C Issuer (with a copy to the Company through the Agent), the Company Borrower shall pay to the Banksuch Lender or L/C Issuer, from time to time as specified by the Banksuch Lender or L/C Issuer, additional amounts sufficient to compensate such Lender or L/C Issuer (or the Bank entity controlling the Lender or L/C Issuer) for such increase; provided, that Borrower shall not be required to compensate any Lender or L/C Issuer pursuant to this Section 10.3 for any amounts incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies 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 shall be deemed to be a change in law or regulation under subsection (a) and/or a change in Capital Adequacy Requirement under subsection (b) above, as applicable, regardless of the date enacted, adopted or issued.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Bank Lender reasonably determines that, that due to either (i) the introduction 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 Offshore Rate in or in the interpretation of any law or regulation Requirement of Law, or (ii) the compliance by that Bank Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Bank Lender of agreeing to make or making, funding or maintaining any Offshore LIBOR 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 CreditLoans, then the Company such Borrower shall be liable for, and shall from time to time, 15 days after upon demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such BankLender, additional amounts as are sufficient to compensate such Bank 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 Bank Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Bank (or its Lending Office) such Lender or any corporation or other entity controlling the Bank such Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the Bank such Lender or any corporation or other entity controlling the Bank such Lender and (taking into consideration such BankLender's or such corporation's or other entity's policies with respect to capital adequacy and such BankLender'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 Bank Lender to the Company Borrowers through the Agent, the Company Borrowers shall pay to the Banksuch Lender, from time to time as specified by the Banksuch Lender, additional amounts sufficient to compensate the Bank such Lender for such increase.
Appears in 1 contract
Sources: Credit Agreement (3com Corp)
Increased Costs and Reduction of Return. (a) If any Bank determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate Rate) in or in the interpretation of any law or regulation or (ii) the compliance by that Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Bank of agreeing to make or making, funding or maintaining any Offshore Rate Loans or participating in Letters any Letter of Credit, or, in the case of the an Issuing Bank, any increase in the cost to the such Issuing Bank of agreeing to Issueissue, 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, 15 days after upon demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Bank, additional amounts as are sufficient to compensate such Bank for such increased costs.
(b) If any Bank shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Bank (or its Lending Office) or any corporation controlling the Bank with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the Bank or any corporation controlling the Bank and (taking into consideration such Bank's or such corporation's policies with respect to capital adequacy and such 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 Bank to the Company through the Agent, the Company shall pay to the Bank, from time to time as specified by the Bank, additional amounts sufficient to compensate the Bank for such increase.
Appears in 1 contract
Sources: Credit Agreement (Dreyers Grand Ice Cream Holdings Inc)
Increased Costs and Reduction of Return. (a) If any Bank determines thatIf, 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 Offshore Rate in or in the interpretation of any law or regulation (including FRB Regulation D) after the Closing Date (other than changes with respect to Taxes) or (ii) the compliance by that Bank any Lender with any guideline or request order from any central bank or other Governmental Authority after the Closing Date (whether or not having the force of law), there shall be any increase in the cost to such Bank Lender of agreeing to make or making, funding or maintaining any Offshore Rate Eurodollar Loans or participating in Letters of CreditSwing Line Loans or Special Facility Obligations, or, in the case of the Issuing BankFronting Lender, any increase in the cost to the Fronting Lender of Issuing Bank of or agreeing to Issue, issuing or maintaining Issue any Letter of Credit or of creating or agreeing to create any Acceptance, or agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditCredit or any unpaid maturing of any Acceptance, then the Company Borrower shall be liable for, and shall from time to time, 15 days 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 BankLender, additional amounts as are sufficient to compensate such Bank 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 Bank shall have determined that If, after the Closing Date, (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority Authority, or by NAIC or any other comparable agency charged with the interpretation or administration thereof, thereof or (iv) compliance by the Bank any Lender (or its Lending Office) or any corporation controlling the Bank any Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the Bank such Lender or any corporation controlling the Bank such Lender and (taking into consideration such BankLender's or such corporation's policies with respect to capital adequacy and such BankLender's desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment, loans, credits credits, participation interests or obligations under this Agreement, then, upon demand of such Bank 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 Banksuch Lender, from time to time promptly after receipt of such demand and notice as specified by the Banksuch Lender, additional amounts sufficient to compensate the Bank such Lender for such increase.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Bank Lender determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate LIBO Rate) in or in the interpretation of any law or regulation or (ii) the compliance by that Bank Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Bank Lender of agreeing to make or making, funding or maintaining any Offshore LIBO 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 CreditLoans, then the Company shall be liable for, and shall from time to time, 15 days after 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 BankLender, additional amounts as are sufficient to compensate such Bank Lender for such increased costs.
(b) If any Bank Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Bank such Lender (or its Lending Office) or any corporation Affiliate controlling the Bank such Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the Bank such Lender or any corporation Affiliate controlling the Bank such Lender and (taking into consideration such BankLender's or such corporationAffiliate's policies with respect to capital adequacy and such BankLender's desired return on capital) further determines that the amount of such capital is increased as a consequence of its Commitment, loansLoans, credits other Credit Extensions, or obligations Obligations under this Agreement, then, upon demand of such Bank Lender to the Company through the Administrative Agent, the Company shall pay to the Banksuch Lender, from time to time as specified by the Banksuch Lender, additional amounts sufficient to compensate the Bank such Lender for such increase.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Bank Lender determines that, due to either (i) the introduction after the Closing Date of any new law or regulation or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate LIBOR) after the Closing Date in or in the interpretation of any law or regulation by any Governmental Authority charged with the interpretation or administration thereof or (ii) the compliance by that Bank Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law)) made or issued after the Closing Date, there shall be any increase in the actual cost to such Bank Lender of agreeing to make or making, funding or maintaining any Offshore 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 CreditLIBOR Loans, then the Company Borrower shall be liable for, and shall from time to time, 15 days after 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 BankLender, additional amounts as are sufficient to compensate such Bank 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 Bank Lender reasonably shall have determined that (i) the introduction after the Closing Date of any Capital Adequacy Regulation, (ii) any change after the Closing Date in any Capital Adequacy Regulation, (iii) any change after the Closing Date in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Bank Lender (or its Lending Office) or any corporation controlling the Bank Lender with any such Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the Bank Lender or any corporation controlling the Bank Lender and (taking into consideration such Bank's Lender’s or such corporation's ’s policies with respect to such Lender’s capital adequacy and such Bank's desired return on capitaladequacy) reasonably 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 Bank Lender to the Company Borrower through the Administrative Agent, the Company Borrower shall pay to the BankLender, from time to time as specified by the BankLender, additional amounts sufficient to compensate the Bank Lender for such increase.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Bank reasonably determines that, due to either (i) the introduction of of, or any change (other than in, or any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate in or in the interpretation or application of, any Requirement of any law or regulation Law or (ii) the compliance by that such Bank with any guideline guideline, directive or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Bank of agreeing to make or making, funding or maintaining any Offshore Rate its Term Loans or participating in Letters of Credit, or, in the case of the Issuing Bank, any increase in the cost to the Issuing Bank Company or to reduce any amount receivable hereunder (in either case other than payment on account 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 Credittaxes), then the Company shall be liable for, and shall shall, from time to time, 15 days after upon demand from such Bank (with a copy of such demand to be sent to the Administrative Agent), promptly pay to the Administrative Agent for the account of such Bank, additional amounts as are sufficient to compensate such Bank for such increased costscosts or reduced amount receivable.
(b) If any Bank shall have determined reasonably determines that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Bank (or its Lending Office) or any corporation controlling the Bank with any Capital Adequacy Regulation, Regulation affects or would affect the amount of capital or liquidity required or expected to be maintained by the such Bank or any corporation controlling the such Bank and (taking into consideration such Bank's or such corporation's policies with respect to capital adequacy and such Bank's desired return on capital) determines that the amount of such capital or liquidity is increased as a consequence of its Term Commitment, loans, credits Term Loans or obligations under this Agreement, then, upon demand of such Bank to the Company through the Administrative Agent, the Company shall pay to the Administrative Agent for the account of such Bank, from time to time as specified by the such Bank, additional amounts sufficient to compensate the Bank for such increase.
(c) Notwithstanding anything to the contrary herein, it is understood and agreed that the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act (Pub.L. 111-203, H.R. 4173), all requests, rules, guidelines and directives relating thereto, all interpretations and applications thereof and any compliance by a Bank with any request or directive relating thereto, shall, for the purposes of this Agreement, be deemed to be adopted subsequent to the date hereof.
Appears in 1 contract
Sources: Loan Agreement (Gruma Sab De Cv)
Increased Costs and Reduction of Return. (a) If any Bank determines that, due to Lender or L/C Issuer shall reasonably determine that either (i) the introduction of of, or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate in in, or in the interpretation of of, any law or regulation or (ii) the compliance by that Bank with any guideline or request from any central bank or other Governmental Authority (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) or L/C Issuer; (B) subject any Lender or any L/C Issuer to any tax of any kind whatsoever other than any Excluded Taxes with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any LIBOR Rate Loan made by it, or change the basis of taxation of payments to such Lender or such L/C Issuer in respect thereof (notwithstanding the foregoing, Taxes, Other Taxes and Excluded Taxes are covered exclusively by Section 10.1); or (C) impose on any Lender, any L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement, LIBOR Rate Loans made by such Lender or 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 Bank Lender of agreeing to make or making, funding making or maintaining any Offshore LIBOR Rate Loans Loan (or participating in Letters of Credit, or, in the case of the Issuing Bank, maintaining its obligation to make any such Loan) or to increase in the cost to the Issuing Bank such Lender or such L/C Issuer of agreeing to Issueparticipating in, issuing or maintaining any Letter of Credit (or of agreeing maintaining its obligation to make participate in or making, funding or maintaining any unpaid drawing under to issue any Letter of Credit), or to reduce the amount of any sum received by such Lender or such L/C Issuer hereunder (whether of principal, interest or any other amount), then the Company applicable Borrower shall be liable for, and shall from time to time, 15 within thirty (30) days after 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 BankLender or L/C Issuer, additional amounts as are sufficient to compensate such Bank Lender or L/C Issuer for such increased costs; provided, that the applicable Borrower shall not be required to compensate any Lender or L/C Issuer pursuant to this subsection 10.3(a) for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower 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 Bank Lender or L/C Issuer shall have determined that that:
(i) the introduction of any Capital Adequacy Regulation, ;
(ii) any change in any Capital Adequacy Regulation, ;
(iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or ; or
(iv) compliance by the Bank such Lender or L/C Issuer (or its Lending Office) or any corporation entity controlling the Bank Lender or L/C Issuer, with any Capital Adequacy Regulation, ; affects or would affect the amount of capital required or expected to be maintained by the Bank such Lender or L/C Issuer or any corporation entity controlling the Bank such Lender or L/C Issuer and (taking into consideration such Bank's Lender’s or such corporation's entities’ policies with respect to capital adequacy and such Bank's 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), loans, credits or obligations under this Agreement, then, upon within thirty (30) days of demand of such Bank Lender or L/C Issuer (with a copy to the Company through the Administrative Agent), the Company Applicable Borrower shall pay to the Banksuch Lender or L/C Issuer, from time to time as specified by the Banksuch Lender or L/C Issuer, additional amounts sufficient to compensate such Lender or L/C Issuer (or the Bank entity controlling the Lender or L/C Issuer) for such increase; provided, that the Applicable 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 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.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Bank Lender -------------------------------------------- determines that, that due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate in or in the interpretation of any law or regulation or (ii) the compliance by that Bank Lender with any guideline or request from any central bank or other Governmental Authority (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 Bank Lender of agreeing to make or making, funding or maintaining any Offshore LIBOR 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 CreditLoans, then the Company Borrowers shall be liable for, and shall from time to time, 15 days after upon demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such BankLender, additional amounts as are sufficient to compensate such Bank Lender for such increased costs.
(b) If any Bank Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Bank (or its Lending Office) Lender or any corporation or other entity controlling the Bank Lender with any Capital Adequacy RegulationRegulation , 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), affects or would affect the amount of capital required or expected to be maintained by the Bank Lender or any corporation or other entity controlling the Bank Lender and (taking into consideration such BankLender's or such corporation's or other entity's policies with respect to capital adequacy and such BankLender'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 Bank Lender to the Company Borrowers through the Agent, the Company Borrowers shall pay to the BankLender, from time to time as specified by the BankLender, additional amounts sufficient to compensate the Bank 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 Bank Lender determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate in or in the interpretation of any law or regulation or (ii) the compliance by that Bank Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Bank Lender of agreeing to make or making, funding or maintaining any Offshore Rate Loans or CD Rate Loans or participating in Letters any Letter of Credit, or, in the case of the Issuing BankLender, any increase in the cost to the Issuing Bank Lender of agreeing to Issue, issuing Issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Company Borrowers shall be liable for, and shall from time to time, 15 days after upon demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such BankLender, additional amounts as are sufficient to compensate such Bank Lender for such increased costs.
(b) If any Bank Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Bank such Lender (or its Lending Office) or any corporation controlling the Bank such Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the Bank such Lender or any corporation controlling the Bank such Lender and (taking into consideration such BankLender's or such corporation's policies with respect to capital adequacy and such BankLender'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 Bank Lender to the Company Borrowers through the Agent, the Company Borrowers shall pay to the Banksuch Lender, from time to time as specified by the Banksuch Lender, additional amounts sufficient to compensate the Bank 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 a Bank determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in after the calculation of the Offshore Rate date hereof in or in the interpretation of any law or regulation or (ii) the compliance by that the Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law)) issued after the date hereof, there shall be any increase in the cost to such the Bank in the cost of agreeing to make or making, funding or maintaining any Offshore 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 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 Co-Borrowers shall be liable for, and shall from time to time, 15 days after demand (with a copy of such demand to be sent to the Agent)upon demand, pay to the Agent for the account of such Bank, additional amounts as are sufficient to compensate such Bank for such increased costs.
(b) If any a Bank shall have determined that (i) the introduction of any Capital Adequacy Regulationguideline, request, directive, law, rule or regulation effective after the date hereof, (ii) any change in any Capital Adequacy Regulationguideline request, directive, law, rule or regulation after the date hereof, (iii) after the date 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 (iv) the compliance by the Bank (or its Lending Officelending office) or any corporation controlling the Bank with any Capital Adequacy Regulationsuch 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 Bank or any corporation controlling the Bank and (taking into consideration such the Bank's ’s or such corporation's ’s policies with respect to capital adequacy and such the Bank'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 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 Bank to the Company through the AgentCo-Borrowers, the Company Co- Borrowers shall pay to the such Bank, from time to time as specified by the such Bank, additional amounts sufficient to compensate the 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 Bank determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate Rate) in or in the interpretation of any law or regulation or (ii) the compliance by that Bank with any guideline or request from any central bank or other Governmental Authority governmental authority (whether or not having the force of law), there shall be any increase in the cost to such Bank of agreeing to make or making, funding or maintaining any Offshore 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 CreditCommitted Loans, then the Company shall be liable for, and shall from time to time, 15 days after upon demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Bank, additional amounts as are sufficient to compensate such Bank for such increased costs.
(b) If any Bank or, in the case of Bid Loans, such Bank's Designated Bidder, shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority governmental authority charged with the interpretation or administration thereof, or (iv) compliance by the such Bank or Designated Bidder (or its the Lending OfficeOffice of either) or any corporation controlling the such Bank or Designated Bidder with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the such Bank or Designated Bidder or any corporation controlling the such Bank or Designated Bidder and (taking into consideration such Bank's or such Designated Bidder's or such corporation's policies with respect to capital adequacy and such 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, Swingline Commitment (in the case of the Swingline Bank), loans, credits or obligations under this Agreement, then, upon demand of such Bank or such Designated Bidder to the Company through the Agent, the Company shall pay to the Banksuch Bank or Designated Bidder, as applicable, from time to time as specified by the Banksuch Bank or such Designated Bidder, additional amounts sufficient to compensate the 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 Bank determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate Rate) in or in the interpretation of any law or regulation or (ii) the compliance by that Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Bank of agreeing to make or making, funding or maintaining any Offshore 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 Issueissue, 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, 15 days after upon demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Bank, additional amounts as are sufficient to compensate such Bank for such increased costs.
(b) If any Bank shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Bank (or its Lending Office) or any corporation controlling the Bank with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the Bank or any corporation controlling the Bank and (taking into consideration such Bank's or such corporation's policies with respect to capital adequacy and such Bank'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 Bank to the Company through the Agent, the Company shall pay to the Bank, from time to time as specified by the Bank, additional amounts sufficient to compensate the Bank for such increase.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Bank Lender determines that, that due to either (i) the introduction 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 Offshore Rate in or in the interpretation of any law or regulation Requirement of Law or (ii) the compliance by that Bank Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Bank Lender of agreeing to make or making, funding or maintaining any Offshore LIBOR 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 CreditLoans, then the Company Borrowers shall be liable for, and shall from time to time, 15 days after upon demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such BankLender, additional amounts as are sufficient to compensate such Bank Lender for such increased costs.
(b) If any Bank Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Bank (or its Lending Office) such Lender or any corporation or other entity controlling the Bank such Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the Bank such Lender or any corporation or other entity controlling the Bank such Lender and (taking into consideration such BankLender's or such corporation's or other entity's policies with respect to capital adequacy and such BankLender'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 Bank Lender to the Company Borrowers through the Agent, the Company Borrowers shall pay to the Banksuch Lender, from time to time as specified by the Banksuch Lender, additional amounts sufficient to compensate the Bank such Lender for such increase.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Bank Lender determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate in or in the interpretation of any law or regulation or (ii) the compliance by that Bank Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Bank Lender of agreeing to make or making, funding or maintaining any Offshore Rate Loans 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 Issueissue, 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, 15 days after upon demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such BankLender, additional amounts as are sufficient to compensate such Bank Lender for such increased costs.
(b) If any Bank Lender shall have determined that (i) the introduction of any Capital Adequacy RegulationCapi▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, (ii▇▇) any ▇▇▇ change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Bank Lender (or its Lending Office) or any corporation controlling the Bank Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the Bank Lender or any corporation controlling the Bank Lender and (taking into consideration such BankLender's or such corporation's policies with respect to capital adequacy and such BankLender'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 Bank Lender to the Company through the Agent, the Company shall pay to the BankLender, from time to time as specified by the BankLender, additional amounts sufficient to compensate the Bank Lender for such increase.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If on or after the date hereof any Bank determines shall determine that, due to and as a direct result of either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate Rate) in or in the interpretation of any law or regulation or (ii) the compliance by that Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Bank of agreeing to make or making, funding or maintaining its Revolving Commitment hereunder or any Offshore 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, 15 days after 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 Bank, additional amounts as are sufficient to compensate such Bank for such increased costs.
(b) If after the date hereof any Bank shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereofthereof (including any determination by any such central bank or other Governmental Authority that for purposes of Capital Adequacy Regulations, the Revolving Commitments do not constitute commitments with an original maturity of one year or less), or (iv) compliance by the such Bank (or its Lending Office) or any corporation controlling the Bank such Bank, with any Capital Adequacy Regulation, ; affects or would affect the amount of capital required or expected to be maintained by the such Bank or any corporation controlling the such Bank and (taking into consideration such Bank's or such corporation's policies with respect to capital adequacy and such Bank's desired return on capital) determines that the amount of such capital is increased as a consequence of its Revolving Commitment, loans, credits or obligations under this Agreement, then, upon demand of such Bank (with a copy to the Company through the Administrative Agent), the Company shall upon demand pay to the such Bank, from time to time as specified by the such Bank, additional amounts sufficient to compensate the 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
Increased Costs and Reduction of Return. (a) If any Bank the Lender reasonably determines that, due to either (i) the introduction of of, or any change (other than in, or any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate in or in the interpretation or application of, any Requirement of any law or regulation Law or (ii) the compliance by that Bank the Lender with any guideline guideline, directive or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Bank the Lender of agreeing to make or making, funding or maintaining any Offshore Rate its Loans or participating in Letters of Credit, or, in the case of the Issuing Bank, any increase in the cost to the Issuing Bank Company or to reduce any amount receivable hereunder (in either case other than payment on account 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 Credittaxes), then the Company shall be liable for, and shall shall, from time to time, 15 days after upon demand (with a copy of such demand to be sent to from the Agent)Lender, promptly pay to the Agent for the account of such BankLender, additional amounts as are sufficient to compensate such Bank the Lender for such increased costscosts or reduced amount receivable.
(b) If any Bank shall have determined the Lender reasonably determines that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Bank Lender (or its Lending Office) or any corporation controlling the Bank with any Capital Adequacy Regulation, Regulation affects or would affect the amount of capital required or expected to be maintained by the Bank Lender or any corporation controlling the Bank Lender and (taking into consideration such Bank's or such corporation's policies with respect to capital adequacy and such Bank'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 Bank the Lender to the Company through the AgentCompany, the Company shall pay to the BankLender, from time to time as specified by the BankLender, additional amounts sufficient to compensate the Bank Lender for such increase.
(c) Notwithstanding anything to the contrary herein, it is understood and agreed that the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act (Pub.L. 111-203, H.R. 4173), all requests, rules, guidelines and directives relating thereto, all interpretations and applications thereof and any compliance by the Lender with any request or directive relating thereto, shall, for the purposes of this Agreement, be deemed to be adopted subsequent to the date hereof.
Appears in 1 contract
Sources: Loan Agreement (Gruma Sab De Cv)
Increased Costs and Reduction of Return. (a) If any Bank Lender (including any Lender in its capacity as an Issuing Bank) determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included described in Section 4.10 and other than a change in income tax rates or the calculation manner of the Offshore Rate computing income taxes of any Lender) in or in the interpretation of any law or regulation or (ii) the compliance by that Bank Lender with any guideline imposed or request from made by any central bank or other Governmental Authority after the date hereof (whether or not having the force of law), there shall be any increase in the cost to such Bank Lender of agreeing to make or making, funding funding, or maintaining any Offshore Rate Loans Eurodollar Borrowings or issuing or participating in Letters of Credit, orthen if such Lender generally is assessing such amounts to its borrowers that are similarly situated as Borrower, 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, 15 upon five (5) days after demand prior notice and receipt of a certificate described in Section 4.11 (with a copy of such demand notice and certificate to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such BankLender, additional amounts as are sufficient to compensate such Bank Lender for such increased costs.
(b) If any Bank Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Bank such Lender (or its Lending Office) or any corporation controlling the Bank such Lender with any Capital Adequacy RegulationRegulation described in clauses (i) through (iii) above, affects or would affect the amount of capital required or expected to be maintained by the Bank such Lender or any corporation controlling the Bank such Lender and (taking into consideration such BankLender's or such corporation's policies with respect to capital adequacy and such BankLender's desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment, loansLoans, credits Letters of Credit, or obligations under this Agreement, then, upon demand five (5) days prior notice (accompanied by a certificate described in Section 4.11) of such Bank Lender to the Company Borrower through the Administrative Agent, the Company if such Lender generally is assessing such amounts to its borrowers that are similarly situated as Borrower, Borrower shall pay to the Banksuch Lender, from time to time as specified by the Banksuch Lender, additional amounts sufficient to compensate the Bank such Lender for such increase.
(c) Before giving any notice under this Section 4.7, the affected Lender shall designate a different Lending Office if such designation will avoid the need for giving such notice or making such demand and will not, in the judgment of such Lender, be illegal or otherwise disadvantageous to such Lender.
Appears in 1 contract
Sources: Revolving Credit Agreement (Standard Pacific Corp /De/)
Increased Costs and Reduction of Return. (a) If any Bank Lender determines that, due to either as a result, after the date hereof, of (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 Offshore Rate in or in the interpretation of any law or regulation regulation, or (ii) the compliance by that Bank such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Bank 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 Offshore Rate Loans Credit Extension or participating in Letters of Credit, Credit or, in the case of the Issuing BankLender, any increase in the cost to the Issuing Bank Lender of agreeing to Issueissue, 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, 15 days after 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 BankLender, additional amounts as are sufficient to compensate such Bank Lender for such increased costscost.
(b) If any Bank Lender shall have determined that that, after the date hereof, (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Bank such Lender (or its Lending Office) or any corporation controlling the Bank such Lender with any Capital Adequacy Regulation, Regulation affects or would affect the amount of capital required or expected to be maintained by the Bank such Lender or any corporation controlling the Bank and such Lender (taking into consideration such BankLender's or such corporation's policies with respect to capital adequacy adequacy) and such 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 Bank Lender to the Company Borrower through the Administrative Agent, the Company Borrower shall pay to the Banksuch Lender, from time to time as specified by the Banksuch Lender, additional amounts sufficient to compensate the Bank 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 Bank Lender determines that, that due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate in or in the interpretation of any law or regulation or (ii) the compliance by that Bank Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Bank Lender of agreeing to make or making, funding or maintaining any Offshore LIBOR 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 CreditLoans, then the Company shall be liable forBorrowers, and shall within ten (10) Business Days of receipt by the Administrative Borrower of written notice from time to time, 15 days after demand such Lender of such a Lender's determination (with a copy of such demand notice to be sent to the Agent), shall be liable for, and shall pay to the Agent for the account of such BankLender, additional amounts as are sufficient to compensate such Bank Lender for such increased costs.
(b) If any Bank Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Bank (or its Lending Office) such Lender or any corporation or other entity controlling the Bank such Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the Bank such Lender or any corporation or other entity controlling the Bank such Lender and (taking into consideration such BankLender's or such corporation's or other entity's policies with respect to capital adequacy and such BankLender'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 within ten (10) Business Days of receipt by the Administrative Borrower of notice from such Lender of such Bank a Lender's determination (with a copy of such notice to be sent to the Company through the Agent), the Company Borrowers shall pay to the Bank, from time to time as specified by the Bank, such Lender additional amounts sufficient to compensate the Bank such Lender for such increase.
Appears in 1 contract
Sources: Credit Agreement (Andrx Corp /De/)
Increased Costs and Reduction of Return. (a) If any Bank Lender reasonably determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate in or in the interpretation of any law or regulation or (ii) the compliance by that Bank Lender with any guideline or request after the date hereof from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Bank Lender of agreeing to make or making, funding or maintaining any Offshore LIBOR Rate Loans (other than any increases of any income or participating in Letters of Credit, or, in the case of the Issuing Bank, any increase in the cost franchise or like Taxes applicable 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 Creditsuch Lender), then the Company Borrower shall be liable for, and shall from time to time, 15 days after upon demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such BankLender, additional amounts as are sufficient to compensate such Bank Lender for such increased costs.
(b) If any Bank Lender shall have reasonably determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Bank (or its Lending Office) Lender or any corporation or other entity controlling the Bank Lender with any Capital Adequacy RegulationRegulation after the date hereof, affects or would affect the amount of capital required or expected to be maintained by the Bank Lender or any corporation or other entity controlling the Bank Lender and (taking into consideration such BankLender's or such corporation's or other entity's policies with respect to capital adequacy and such Bank'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 Bank Lender to the Company Borrower through the Agent, the Company Borrower shall pay to the BankLender, from time to time as specified by the BankLender, additional amounts sufficient to compensate the Bank Lender for such increase.
Appears in 1 contract
Sources: Loan and Security Agreement (Revlon Consumer Products Corp)
Increased Costs and Reduction of Return. (a) If any Bank Lender reasonably determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate in or in the interpretation of any law or regulation or (ii) the compliance by that Bank Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Bank Lender of agreeing to make or making, funding or maintaining any Offshore 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 Issueissue, 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, 15 days after 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 BankLender, additional amounts as are sufficient to compensate such Bank Lender for such increased costs.
(b) If any Bank Lender shall have reasonably determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Bank such Lender (or its Lending Office) or any corporation controlling the Bank such Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the Bank such Lender or any corporation controlling the Bank such Lender and (taking into consideration such BankLender's or such corporation's policies with respect to capital adequacy and such Bank63 73 Lender's desired customary 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 Bank Lender to the Company through the Administrative Agent, the Company relevant Borrower shall pay to the Banksuch Lender, from time to time as specified by the Banksuch Lender, additional amounts sufficient to compensate the Bank 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 Bank Lender determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate Rate) in or in the interpretation of any law or regulation or (ii) the compliance by that Bank such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Bank Lender of agreeing to make or making, funding or maintaining any Offshore Fixed Rate Loans Loan or participating in Letters any Letter of Credit, or, in the case of the an Issuing BankLender, any increase in the cost to the such Issuing Bank Lender of agreeing to Issueissue, 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, 15 days after upon demand (with a copy of such demand to be sent to the applicable Agent), pay to the applicable Agent for the account of such BankLender, additional amounts as are sufficient to compensate such Bank Lender for such increased costscost.
(b) If any Bank Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Bank such Lender (or its Lending Office) or any corporation controlling the Bank such Lender with any Capital Adequacy Regulation, Regulation affects or would affect the amount of capital required or expected to be maintained by the Bank such Lender or any corporation controlling the Bank such Lender and (taking into consideration such BankLender's or such corporation's policies with respect to capital adequacy and such BankLender'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 Bank Lender to the Company applicable Borrower through the applicable Agent, the Company applicable Borrower shall pay to the Banksuch Lender, from time to time as specified by the Banksuch Lender, additional amounts sufficient to compensate the Bank 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 Bank Lender determines ------------------------------------------- that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate in or in the interpretation of any law or regulation or (ii) the compliance by that Bank Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Bank Lender of agreeing to make or making, funding or maintaining any Offshore LIBOR Rate Loans 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 Issueissue, issuing or maintaining any Letter of Credit or of agreeing to make or makingissuing, 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, 15 days after upon demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such BankLender, additional amounts as are sufficient to compensate such Bank Lender for such increased costs.
(b) If any Bank Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Bank (or its Lending Office) Lender or any corporation or other entity controlling the Bank Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the Bank Lender or any corporation or other entity controlling the Bank Lender and (taking into consideration such BankLender's or such corporation's or other entity's policies with respect to capital adequacy and such BankLender'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 Bank Lender to the Company Borrower through the Agent, the Company Borrower shall pay to the BankLender, from time to time as specified by the BankLender, additional amounts sufficient to compensate the Bank Lender for such increase.
Appears in 1 contract
Sources: Loan and Security Agreement (Advanced Micro Devices Inc)
Increased Costs and Reduction of Return. (a) If any Bank determines Lender shall determine that, due to either (i) the introduction of of, or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate in in, or in the interpretation of of, any law or regulation or (ii) the compliance by that Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the case of either clause (i) or (ii) subsequent to the date hereof, there shall be any increase in the cost to such Bank Lender of agreeing to make or making, funding or maintaining any Offshore Rate Term 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 Credithereunder, then the Company Borrowers shall be liable for, and shall from time to time, 15 within thirty (30) days after of demand therefor by such Lender (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such BankLender, additional amounts as are sufficient to compensate such Bank Lender for such increased costs; provided, that the Borrowers shall not be required to compensate any Lender or 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 Representative, in writing of the increased costs and of such Lender’s intention to claim compensation thereof; provided, further, that if the circumstance giving rise to such increased costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. Notwithstanding the foregoing, this Section 10.3 shall not apply with respect to Taxes or Other Taxes, each as defined in Section 10.1, or with respect to the imposition of, or any change in the rate of, any taxes described in clauses (i), (ii), (iii) or (iv) of Section 10.1(a).
(b) If any Bank Lender shall have determined that that:
(i) the introduction of any Capital Adequacy Regulation, ;
(ii) any change in any Capital Adequacy Regulation, ;
(iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or ; or
(iv) compliance by the Bank such Lender (or its Lending Office) or any corporation entity controlling the Bank Lender, with any Capital Adequacy Regulation; in the case of any of clauses (i) – (iv) subsequent to the date hereof, affects or would affect the amount of capital required or expected to be maintained by the Bank such Lender or any corporation entity controlling the Bank such Lender and (taking into consideration such Bank's Lender’s or such corporation's entities’ policies with respect to capital adequacy and such Bank's Lender’s desired return on capital) determines that the amount of such capital is increased as a consequence of its CommitmentTerm Loan Commitment(s), loans, credits or obligations under this Agreement, then, upon within thirty (30) days of demand of such Bank Lender (with a copy to the Company through the Agent), the Company Borrowers shall pay to the Banksuch Lender, from time to time as specified by the Banksuch Lender, additional amounts sufficient to compensate such Lender (or the Bank entity controlling the Lender) for such increase; provided, that the Borrowers 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 Representative, 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, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be deemed to be a change in a Requirement of Law under subsection (a) above and/or a change in a Capital Adequacy Regulation under subsection (b) above, as applicable, regardless of the date enacted, adopted or issued.
Appears in 1 contract
Sources: Term Loan Agreement (Talbots Inc)
Increased Costs and Reduction of Return. (a) If any Bank Lender determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate Rate) in or in the interpretation of any law or regulation or (ii) the compliance by that Bank such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Bank Lender of agreeing to make or making, funding or maintaining any Offshore Rate Loans Loan or participating in Letters any Letter of Credit, or, in the case of the an Issuing BankLender, any increase in the cost to the such Issuing Bank Lender of agreeing to Issueissue, 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, 15 days after 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 BankLender, additional amounts as are sufficient to compensate such Bank Lender for such increased costs.
(b) cost. If any Bank Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Bank such Lender (or its Lending Office) or any corporation controlling the Bank such Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the Bank or any corporation controlling the Bank and (taking into consideration such Bank's or such corporation's policies with respect to capital adequacy and such 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 Bank to the Company through the Agent, the Company shall pay to the Bank, from time to time as specified by the Bank, additional amounts sufficient to compensate the Bank for such increase.Adequacy
Appears in 1 contract
Sources: Credit Agreement (Lance Inc)
Increased Costs and Reduction of Return. (a) If any Bank Lender determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate Rate) in or in the interpretation of any law or regulation or (ii) the compliance by that Bank Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Bank Lender of agreeing to make or making, funding or maintaining any Offshore Rate Loans or participating in Letters of Credit, or, in the case of the Issuing BankIssuer, any increase in the cost to the Issuing Bank Issuer of agreeing to Issueissue, 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, 15 days after upon demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such BankLender, additional amounts as are reasonably sufficient to compensate such Bank Lender for such increased costs.
(b) If any Bank Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, or (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Bank Lender (or its Lending Office) or any corporation controlling the Bank Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the Bank Lender or any corporation controlling the Bank Lender and (taking into consideration such BankLender's or such corporation's policies with respect to capital adequacy and such BankLender's desired return on capital) determines that the amount of such capital is materially increased as a consequence of its Commitment, loans, credits or obligations under this Agreement, then, upon demand of such Bank Lender to the Company through the Agent, the Company shall pay to the BankLender, from time to time as reasonably specified by the BankLender, additional amounts reasonably sufficient to compensate the Bank Lender for such increase.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Bank Lender reasonably and in good faith determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate in or in the interpretation of any law or regulation or (ii) the compliance by that Bank Lender with any guideline or request from any central bank or other Governmental Authority (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 Bank Lender of agreeing to make or making, funding or maintaining any Offshore 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 Issuein, issuing or maintaining any Letter of Credit (or of agreeing maintaining its obligations to make participate in or making, funding or maintaining any unpaid drawing under 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, 15 days after 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 BankLender, additional amounts as are sufficient to compensate such Bank 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 Bank Lender reasonably and in good faith shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Bank Lender (or its Lending Office) or any corporation controlling the Bank Lender with any Capital Adequacy Regulation, in each case after the later of (x) the Effective Date and (y) the 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 Bank Lender or any corporation controlling the Bank Lender and (taking into consideration such Bank's Lender’s or such corporation's ’s policies with respect to capital adequacy or liquidity and such Bank's Lender’s desired return on capital) determines that the amount of such capital or liquidity is increased as a consequence of its Revolving Commitment, loans, credits or obligations under this Agreement, then, upon thirty (30) days after written demand of by such Bank Lender to the Company Borrower through the Administrative Agent, the Company Borrower shall pay to the BankLender, from time to time as specified by the BankLender, additional amounts sufficient to compensate the Bank 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 Bank determines Lender shall determine that, due to either (i) the introduction of or any change after the date hereof (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore 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 of any law or regulation or (ii) the compliance by that Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Bank Lender of agreeing to make or making, funding or maintaining any Offshore Eurodollar 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 CreditLoans, then the Company shall be liable for, and shall from time to time, 15 days after 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 BankLender, additional amounts as are sufficient to compensate such Bank Lender for such increased costs.
(b) If any Bank Lender shall have determined that (i) the introduction of any Capital Adequacy RegulationRegulation after the date hereof, (ii) any change in any Capital Adequacy RegulationRegulation after the date hereof, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereofthereof after the date hereof, or (iv) compliance by the Bank Lender (or its Lending Office) or any corporation controlling the Bank Lender, with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the Bank Lender or any corporation controlling the Bank Lender and (taking into consideration such BankLender's or such corporation's policies with respect to capital adequacy and such BankLender'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 Bank Lender (with a copy to the Company through the Administrative Agent), the Company shall upon demand pay to the BankLender, from time to time as specified by the BankLender, additional amounts sufficient to compensate the Bank Lender for such increase.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Bank reasonably determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate Rate) in or in the interpretation of any law or regulation or (ii) the compliance by that Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Bank of agreeing to make or making, funding or maintaining any Offshore 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 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 Companies shall be liable for, and shall from time to time, 15 days after upon demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Bank, additional amounts as are sufficient to compensate such 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 Bank shall have reasonably determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the such Bank (or its Lending Office) or any corporation controlling the such Bank with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the such Bank or any corporation controlling the such Bank and (taking into consideration such Bank's or such corporation's policies with respect to capital adequacy and such 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 Bank to the Company through the AgentCompanies, the Company Companies shall pay to the such Bank, from time to time as specified by the such Bank, additional amounts sufficient to compensate such Bank or such controlling corporation for such reduction 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 increasereduction; 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 Bank reasonably determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate LIBOR Rate) in or in the interpretation of any law or regulation or (ii) the compliance by that Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Bank of agreeing to make or making, funding or maintaining any Offshore LIBOR 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 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 Companies shall be liable for, and shall from time to time, 15 days after upon demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Bank, additional amounts as are sufficient to compensate such 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 Bank shall have reasonably determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the such Bank (or its Lending Office) or any corporation controlling the such Bank with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the such Bank or any corporation controlling the such Bank and (taking into consideration such Bank's or such corporation's policies with respect to capital adequacy and such 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 Bank to the Company through the AgentCompanies, the Company Companies shall pay to the such Bank, from time to time as specified by the such Bank, additional amounts sufficient to compensate such Bank or such controlling corporation for such reduction 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 increasereduction; 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 Bank Lender determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate Rate) in or in the interpretation of any law or regulation or (ii) the compliance by that Bank Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Bank Lender of agreeing to make or making, funding or maintaining any Offshore 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 Issueissue, 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, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this subsection (a) any such increased costs or reduction in amount resulting from (x) Taxes or Other Taxes (as to which Section 4.01 shall govern), (y) changes in the basis of taxation of overall net income or overall gross income by the United States or any foreign jurisdiction or any political subdivision of either thereof under the Laws of which such Lender is organized or has its Lending Officer, and (z) reserve requirements contemplated by the determination of the Offshore Rate then the Company shall be liable for, and shall from time to time, 15 days after 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 BankLender, additional amounts as are sufficient to compensate such Bank Lender for such increased costs.
(b) If any Bank Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Bank Lender (or its Lending Office) or any corporation controlling the Bank Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the Bank Lender or any corporation controlling the Bank Lender and (taking into consideration such BankLender's or such corporation's policies with respect to capital adequacy and such BankLender'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 Bank Lender to the Company through the Administrative Agent, the Company shall pay to the BankLender, from time to time as specified by the BankLender, additional amounts sufficient to compensate the Bank Lender for such increase.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Bank Lender determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate Rate) in or in the interpretation of any law or regulation or (ii) the compliance by that Bank Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Bank Lender of agreeing to make or making, funding or maintaining any Offshore 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 Issueissue, 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, 15 days after 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 BankLender, additional amounts as are sufficient to compensate such Bank Lender for such increased costs.
(b) If any Bank Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Bank Lender (or its Lending Office) or any corporation controlling the Bank Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the Bank Lender or any corporation controlling the Bank Lender and (taking into consideration such BankLender's or such corporation's policies with respect to capital adequacy and such BankLender'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 Bank Lender to the Company through the Administrative Agent, the Company shall pay to the BankLender, from time to time as specified by the BankLender, additional amounts sufficient to compensate the Bank Lender for such increase.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If Except as to taxes, levies, assessments, imposts, duties, deductions, fees, withholdings or similar charges, and all liabilities with respect thereto (it being understood that the Company shall not have any liability for any taxes, levies, assessments, imposts, duties, deductions, fees, withholdings or similar charges, and all liabilities with respect thereto, except as provided in Section 3.1), if any Bank determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate or in respect of the assessment rate payable by any Bank to the FDIC for insuring U.S. deposits) in or in the interpretation of any law or regulation or (ii) the compliance by that Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Bank of agreeing to make or making, funding or maintaining any Offshore 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 CreditLoans, then the Company shall be liable for, and shall from time to time, 15 days after upon demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Bank, additional amounts as are sufficient to compensate such Bank for such increased costs.
(b) If any Bank shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Bank (or its Lending Office) or any corporation controlling the Bank with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the Bank or any corporation controlling the Bank and (taking into consideration such Bank's or such corporation's policies with respect to capital adequacy and such 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 Bank to the Company through the Agent, the Company shall pay to the Bank, from time to time as specified by the Bank, additional amounts sufficient to compensate the Bank for such increase.
Appears in 1 contract
Sources: Credit Agreement (Cd Radio Inc)
Increased Costs and Reduction of Return. (a) If any Bank determines Lender or any Issuing Lender shall determine that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate contemplated by subsection (c) below) in or in the interpretation of any law or regulation or (ii) the compliance by that Bank with any guideline or request arising after the date hereof from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Bank Lender of agreeing to make or making, funding or maintaining any Offshore Rate Loans or participating in Letters of Creditany L/C Obligations, or, in the case of the Issuing Bank, or any increase in the cost to the such Issuing Bank Lender of agreeing to Issueissue, 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, 15 days 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 BankLender or such Issuing Lender, additional amounts as are sufficient to compensate such Bank Lender or such Issuing Lender for such increased costs.
(b) If any Bank Lender or any Issuing Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Bank Lender (or its Lending Office) or such Issuing Lender, as the case may be, or any corporation controlling the Bank Lender or such Issuing Lender, as the case may be, with any Capital Adequacy Regulation, ; affects or would affect the amount of capital required or expected to be maintained by the Bank Lender or such Issuing Lender or any corporation controlling the Bank Lender or such Issuing Lender and (taking into consideration such Bank's Lender’s, such Issuing Lender’s or such corporation's ’s policies with respect to capital adequacy and such Bank's 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, loans, credits credits, participations in Letters of Credit, or obligations under this Agreement, then, upon demand of such Bank Lender (with a copy to the Company through the Administrative Agent), the Company Borrowers shall pay to the BankLender or such Issuing Lender, from time to time as specified time, in each case within 10 Business Days after demand by the BankLender or such Issuing Lender, additional amounts sufficient to compensate the Bank 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 Bank Lender determines that, that due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate in or in the interpretation of any law or regulation regulation, other than a change relating to taxes, as to which SECTION 4.1 shall be the exclusive remedy, or (ii) the compliance by that Bank Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Bank Lender of agreeing to make or making, funding or maintaining any Offshore LIBOR 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 CreditLoans, then the Company Borrower shall be liable for, and shall from time to time, 15 days after upon demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such BankLender, additional amounts as are sufficient to compensate such Bank Lender for such increased costs.
(b) If any Bank Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Bank (or its Lending Office) such Lender or any corporation or other entity controlling the Bank such Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the Bank such Lender or any corporation or other entity controlling the Bank such Lender and (taking into consideration such BankLender's or such corporation's or other entity's policies with respect to capital adequacy and such BankLender'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 Bank Lender to the Company Borrower through the Agent, the Company Borrower shall pay to the Banksuch Lender, from time to time as specified by the Banksuch Lender, additional amounts sufficient to compensate the Bank such Lender for such increase.
Appears in 1 contract
Sources: Credit Agreement (Acg Holdings Inc)
Increased Costs and Reduction of Return. (a) If any Bank Lender reasonably determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate in or in the interpretation of any law or regulation or (ii) the compliance by that Bank Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Bank Lender of agreeing to make or making, funding or maintaining any Offshore 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 Issueissue, 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, 15 days after 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 BankLender, additional amounts as are sufficient to compensate such Bank Lender for such increased costs.
(b) If any Bank Lender shall have reasonably determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Bank <301> such Lender (or its Lending Office) or any corporation controlling the Bank <302> such Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the Bank <303> such Lender or any corporation controlling the Bank <304> such Lender and (taking into consideration such BankLender's or such corporation's policies with respect to capital adequacy and such BankLender's desired customary 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 Bank Lender to the Company through the Administrative Agent, the Company relevant Borrower shall pay to the Bank<305> such Lender, from time to time as specified by the Bank<306> such Lender, additional amounts sufficient to compensate the Bank <307> 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 <308> it becomes a Participating Member State.
Appears in 1 contract
Sources: Credit Agreement (Macdermid Inc)
Increased Costs and Reduction of Return. (a) If any Bank the Lender determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate in or in the interpretation of any law or regulation regulation, in each case after the date hereof, or (ii) the compliance by that Bank the Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law)) after the date hereof, there shall be any increase in the cost to such Bank the Lender of agreeing to make or making, funding or maintaining any Offshore 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, 15 days after upon demand (with a copy of such demand to be sent to the AgentLender), pay to the Agent for the account of such BankLender, additional amounts as are sufficient to compensate such Bank the Lender for such increased costs; provided that, to the extent such increased costs are not specifically related to the Obligations, the Lender is charging such amounts to its customers on a non-discriminatory basis, provided further that the Borrower shall not be obligated to pay any additional amounts which were incurred by the Lender more than 90 days prior to the date of such request.
(b) If any Bank the Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Bank Lender (or its Lending Officelending office) or any corporation controlling the Bank Lender with any Capital Adequacy Regulation, in each case after the date hereof, affects or would affect the amount of capital required or expected to be maintained by the Bank Lender or any corporation controlling the Bank Lender and (taking into consideration such Bank's the Lender’s or such corporation's ’s policies with respect to capital adequacy and such Bank's the Lender’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, loansCredit Extensions, credits or obligations under this Agreement, then, upon demand of such Bank the Lender to the Company through the AgentBorrower, the Company Borrower shall pay to the BankLender, from time to time as specified by the BankLender, additional amounts sufficient to compensate the Bank Lender for such increase; provided that to the extent such increased costs are not specifically related to the Obligations, the Lender is charging such amounts to its customers on a non-discriminatory basis, provided further that the Borrower shall not be obligated to pay any additional amounts which were incurred by the Lender more than 90 days prior to the date of such request.
Appears in 1 contract
Sources: Letter of Credit Reimbursement Agreement (Max Re Capital LTD)
Increased Costs and Reduction of Return. (a1) If any Bank determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate Rate) in or in the interpretation of any law or regulation or (ii) the compliance by that Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Bank of agreeing to make or making, funding or maintaining any Offshore Rate Loans or participating in Letters any Letter of Credit, or, in the case of the an Issuing Bank, any increase in the cost to the such Issuing Bank of agreeing to Issueissue, 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, 15 days after upon demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Bank, additional amounts as are sufficient to compensate such Bank for such increased costs.
(b2) If any Bank shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Bank (or its Lending Office) or any corporation controlling the Bank with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the Bank or any corporation controlling the Bank and (taking into consideration such Bank's or such corporation's policies with respect to capital adequacy and such 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 Bank to the Company through the Agent, the Company shall pay to the Bank, from time to time as specified by the Bank, additional amounts sufficient to compensate the Bank for such increase.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Bank determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate in or in the interpretation of any law or regulation or (ii) the compliance by that Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Bank of agreeing to make or making, funding or maintaining any Offshore 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 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, 15 days after 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 Bank or the Issuing Bank, additional amounts as are sufficient to compensate such Bank or such Issuing Bank for such increased costs.
(b) If any Bank shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Bank (or its Lending Office) or any corporation controlling the Bank with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the Bank or any corporation controlling the Bank and (taking into consideration such Bank's or such corporation's policies with respect to capital adequacy and such Bank's desired return on capital) determines that the amount of such capital is increased as a consequence of its Revolving Commitment, loans, credits or obligations under this Agreement, then, upon demand of such Bank to the Company Borrower through the Administrative Agent, the Company Borrower shall immediately pay to the Bank, from time to time as specified by the Bank, additional amounts sufficient to compensate the Bank for such increase.
Appears in 1 contract
Sources: Credit Agreement (Mail Well Inc)
Increased Costs and Reduction of Return. (a) If any Bank Lender or any LC Issuer reasonably and in good faith determines that, due to either (ix) the introduction of or any change (other than any change by way of imposition of or increase Change in reserve requirements included in the calculation of the Offshore Rate in or in the interpretation of any law or regulation Law or (iiy) the compliance by that Bank Lender or that LC Issuer with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law)) after the Closing Date, there shall be any increase in the cost to such Bank Lender of agreeing to make or making, funding or maintaining any Offshore Eurodollar Rate Loans or such LC Issuer agreeing to issue or issuing or participating in Letters of Credit, orFacility LCs, in the case each case, including Taxes (other than (i) Taxes described in clauses (b), (c) and (d) of the Issuing Bankdefinition of “Excluded Taxes”, any increase in the cost to the Issuing Bank (ii) Connection Income Taxes and (iii) Indemnified Taxes that are covered by Section 3.01) on its loans, loan principal, letters of agreeing to Issuecredit, issuing commitments or maintaining any Letter of Credit other obligations, or of agreeing to make its deposits, reserves, liabilities or making, funding or maintaining any unpaid drawing under any Letter of Creditcapital attributable thereto, then the Company Borrowers shall be liable for, and shall from time to time, 15 days after 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 BankLender or such LC Issuer, additional amounts as are sufficient to compensate such Bank Lender or such LC Issuer for such increased costs.
(b) If any Bank Lender or any LC Issuer reasonably and in good faith shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Bank Lender (or its Lending Office) or any corporation controlling the Bank with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the Bank LC Issuer or any corporation controlling the Bank and Lender 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 Bank's Lender’s, such LC Issuer’s or such corporation's ’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 Bank's desired event, (y) as to the reduction of the rate of return on capitalcapital resulting from such event and (z) 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 Bank to the Company through additional amount or amounts demanded by such Lender, such LC Issuer or corporation and a reasonably detailed explanation of the Agentcalculation thereof, the Company Borrowers shall pay to the Banksuch Lender or such LC Issuer such additional amount or amounts as will compensate such Lender, from time such LC Issuer or corporation for such reduction. Such a certificate as to time as specified by the Bank, any additional amounts sufficient payable pursuant to this Section 3.03(b) submitted by such Lender or such LC Issuer, through the Administrative Agent, 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, if the change in law giving rise to 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 Bank for such increaseInternational Settlements, 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 Basel III, will in each case, regardless of the date 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 Bank Lender determines that, due to either (i) the introduction of or any change (other than (x) any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate Rate, (y) any introduction or change covered by Section 4.1 or (z) any change with respect to a tax imposed on any Lender or Agent as a result of a present, former or future connection between the jurisdiction of the government or taxing authority imposing such tax or any political subdivision or taxing authority thereof or therein and such Lender or Agent (other than a connection arising solely from such Lender or Agent having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement)) in or in the interpretation of any law or regulation or (ii) the compliance by that Bank such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in each case referred to in clause (i) or (ii) above occurring after the date of this Agreement, there shall be any increase in the cost to such Bank Lender of agreeing to make or making, funding or maintaining any Offshore Rate Loans Loan or participating in Letters of Credit, or, in the case of the any Issuing BankLender, any increase in the cost to the such Issuing Bank Lender of agreeing to Issueissue, 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, 15 days after upon demand (with a copy of such demand to be sent to the Paying Agent), pay to the Paying Agent for the account of such BankLender, additional amounts as are sufficient to compensate such Bank Lender for such increased costs.
(b) If any Bank Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, or (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by in each case occurring after the Bank (or its Lending Office) or any corporation controlling the Bank with any Capital Adequacy Regulationdate of this Agreement, affects or would affect the amount of capital required or expected to be maintained by the Bank such Lender or any corporation controlling the Bank such Lender and (taking into consideration such BankLender's or such corporation's policies with respect to capital adequacy and such Bank'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 Bank Lender to the Company Borrowers through the Paying Agent, the Company Borrowers shall pay to the Banksuch Lender, from time to time as specified by the Banksuch Lender, additional amounts sufficient to compensate the Bank such Lender for such increase.
(c) The liability of the Borrowers under clauses (a) and (b) above shall be joint and several.
(d) A Lender seeking compensation under clause (a) or (b) above shall (except to the extent it is able to determine the actual amount thereof) use reasonable allocation methods to determine the amount of such compensation. No Lender may seek compensation under this Section 4.3 unless such Lender is generally seeking compensation for increased costs from other borrowers in similar circumstances.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Bank US Lender determines that, that due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate in or in the interpretation of any law or regulation or (ii) the compliance by that Bank US Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Bank US Lender of agreeing to make or making, funding or maintaining any Offshore Rate Loans or participating in Letters of CreditUS LIBOR Revolving Loans, 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 Creditwithout duplication, then the Company US Borrowers shall jointly and severally be liable for, and shall from time to time, 15 days after 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 BankUS Lender, additional amounts as are sufficient to compensate such Bank 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 Bank US Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Bank (or its Lending Office) such US Lender or any corporation or other entity controlling the Bank such US Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the Bank such US Lender or any corporation or other entity controlling the Bank such US Lender and (taking into consideration such Bank's US Lender’s or such corporation's ’s or other entity’s policies with respect to capital adequacy and such Bank's US Lender’s desired return on capital) determines that the amount of such capital is increased as a consequence of its CommitmentUS Commitments, loans, credits or obligations under this Agreement, then, upon demand of such Bank 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 Banksuch US Lender, from time to time as specified by the Banksuch US Lender, additional amounts sufficient to compensate the Bank 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 Bank determines shall determine that, due to either (i) the introduction and as a direct result of or any change Change in Law (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate in or in the interpretation of any law or regulation or (ii) the compliance by that Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of lawEurocurrency Rate), there shall be any increase in the cost to such Bank of agreeing to make or making, funding or maintaining its Revolving Commitment hereunder or any Offshore Eurocurrency Rate Loans or participating in Letters of Credit, Term SOFR Loans (or, in the case of the Issuing Bankany imposition or increase in taxes, any Loans) (including any imposition or increase in taxes (other than (x) withholding taxes imposed on or with respect to any payment made by or on account of any obligation of the cost to the Issuing Bank Company under any Loan Document or (y) Other Taxes) on its loans, loan principal, letters of agreeing to Issuecredit, issuing commitments, or maintaining any Letter of Credit other obligations, or its deposits, reserves, other liabilities or capital attributable thereto), or of agreeing to make issue or making, funding participate in or maintaining issuing or participating in any unpaid drawing under any Letter Letters of Credit, then the Company shall be liable for, and shall from time to time, 15 days after 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 Bank, additional amounts as are sufficient to compensate such Bank for such increased costs. For the avoidance of doubt, this Section 3.03(a) does not apply to increased costs as a result of (A) taxes described in Section 3.01(a)(i), (ii) or (iii), (B) Taxes as defined in Section 3.01(a), or (C) Other Taxes.
(b) If any Bank shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change Change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Bank (or its Lending Office) or any corporation controlling the Bank with any Capital Adequacy Regulation, Law affects or would affect the amount of capital required or expected to be maintained by the such Bank or any corporation controlling the such Bank and (taking into consideration such Bank's ’s or such corporation's ’s policies with respect to capital adequacy and liquidity and such Bank's ’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 Bank (with a copy to the Company through the Administrative Agent), the Company shall upon demand pay to the such Bank, from time to time as specified by the such Bank, additional amounts sufficient to compensate the 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 3.03(b), then such Bank shall (at the request of the Company) use reasonable efforts (consistent with legal and regulatory restrictions) to designate a different Lending Office with respect to its Eurocurrency Rate Loans or Term SOFR Loans, as applicable, so as to eliminate any such additional payment by the Company, which may thereafter accrue if such change in the judgment of such Bank, would not subject such Bank to any unreimbursed cost or expense and is not otherwise disadvantageous to such Bank. The Company hereby agrees to pay all reasonable costs and expenses incurred by any Bank in connection with any such designation.
(d) For purposes of this Section 3.03, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall be deemed to have been introduced and adopted after the date of this Agreement. Notwithstanding the foregoing, no Bank shall be entitled to seek compensation for costs imposed pursuant to the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or Basel III if it shall not be the general policy of such Bank at such time to seek compensation from other borrowers with the same or similar ratings under yield protection provisions in credit agreements with such borrowers that provide for such compensation and the applicable Bank is in fact generally seeking such compensation from such borrowers (and, upon any request by such Bank for payment, certifies to the Company to the effect of the foregoing).
(e) The Company shall pay to each Bank, (i) as long as such Bank 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 interest on the unpaid principal amount of each Eurocurrency Rate Loan equal to the actual costs of such reserves allocated to such Loan by such Bank (as determined by such Bank in good faith, which determination shall be conclusive absent manifest error), and (ii) as long as such Bank shall be required to comply with any reserve ratio requirement or analogous requirement of any central banking or financial regulatory authority imposed in respect of the maintenance of the Revolving Commitments or the funding of the Loans, such additional costs (expressed as a percentage per annum and rounded upwards, if necessary, to the nearest five decimal places) equal to the actual costs allocated to such Revolving Commitment or Loan by such Bank (as determined by such Bank in good faith, which determination shall be conclusive), which in each case shall be due and payable on each date on which interest is payable on such Loan, provided the Company shall have received at least ten (10) days’ prior notice (with a copy to the Administrative Agent) of such additional interest or costs from such Bank. If a Bank fails to give notice ten (10) days prior to the relevant Interest Payment Date, such additional interest shall be due and payable ten (10) days from receipt of such notice.
Appears in 1 contract
Sources: Credit Agreement (General Mills Inc)
Increased Costs and Reduction of Return. (a) If any Bank --------------------------------------- Lender determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate Rate) in or in the interpretation of any law or regulation or (ii) the compliance by that Bank such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Bank Lender of agreeing to make or making, funding or maintaining any Offshore Rate Loans Committed Loan or participating in Letters any Letter of Credit, or, in the case of the an Issuing BankLender, any increase in the cost to the such Issuing Bank Lender of agreeing to Issueissue, 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, 15 days after 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 BankLender, additional amounts as are sufficient to compensate such Bank Lender for such increased costscost.
(b) If any Bank Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Bank such Lender (or its Lending Office) or any corporation controlling the Bank such Lender with any Capital Adequacy Regulation, Regulation affects or would affect the amount of capital required or expected to be maintained by the Bank such Lender or any corporation controlling the Bank such Lender and (taking into consideration such BankLender's or such corporation's policies with respect to capital adequacy and such BankLender'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 Bank Lender to the Company through the Administrative Agent, the Company shall pay to the Banksuch Lender, from time to time as specified by the Banksuch Lender, additional amounts sufficient to compensate the Bank 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 52 60 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 Bank Lender reasonably and in good faith determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate in or in the interpretation of any law or regulation or (ii) the compliance by that Bank Lender with any guideline or request from any central bank or other Governmental Authority (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 Bank Lender of agreeing to make or making, funding or maintaining any Offshore 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 Issuein, issuing or maintaining any Letter of Credit (or of agreeing maintaining its obligations to make participate in or making, funding or maintaining any unpaid drawing under 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, 15 days after 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 BankLender, additional amounts as are sufficient to compensate such Bank 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 Bank Lender reasonably and in good faith shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Bank Lender (or its Lending Office) or any corporation controlling the Bank Lender with any Capital Adequacy Regulation, in each case after the later of (x) the Effective Date and (y) the 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 Bank Lender or any corporation controlling the Bank Lender and (taking into consideration such Bank's Lender’s or such corporation's ’s policies with respect to capital adequacy or liquidity and such Bank's Lender’s desired return on capital) determines that the amount of such capital or liquidity is increased as a consequence of its Revolving Commitment, loans, credits or obligations under this Agreement, then, upon thirty (30) days after written demand of by such Bank Lender to the Company Borrower through the Administrative Agent, the Company Borrower shall pay to the BankLender, from time to time as specified by the BankLender, additional amounts sufficient to compensate the Bank 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 If, after the date hereof, the adoption of any Bank determines that, due to either (i) the introduction of applicable Law or any change (other than any change by way of imposition of therein, or increase in reserve requirements included in the calculation of the Offshore Rate in or in the interpretation of any law or regulation or (ii) the compliance by that Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Bank of agreeing to make or making, funding or maintaining any Offshore 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, 15 days after demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Bank, additional amounts as are sufficient to compensate such Bank for such increased costs.
(b) If any Bank shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation thereof by any Governmental Authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof, or (iv) compliance by any Bank (or its Lending Office) with any request or directive (whether or not having the force of Law) of any such authority, central bank or comparable agency:
(a) shall subject any Bank (or its Lending Office) to any Tax with respect to its Eurodollar Loans, or its Notes or its obligation to make Eurodollar Loans or shall change the basis of taxation of payments to any Bank (or its Lending Office) of the principal of or interest on its Eurodollar Loans or any other amounts due under this Agreement in respect of its Eurodollar Loans or its obligation to make Eurodollar Loans (except for changes in the rate of Tax on the overall net income of such Bank or its Lending Office imposed by the jurisdiction in which such Bank's principal executive office or Lending Office is located); or
(b) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Eurodollar Loan any such requirement included in an applicable Eurodollar Reserve Percentage) against assets of, deposits with or for the account of or credit extended by, any Bank's Lending Office or shall impose on any Bank (or its Lending Office) or the London interbank market any corporation controlling other condition affecting its Eurodollar Loans, its Notes, or its obligation to make Eurodollar Loans or its issuance of or participation in Letters of Credit; and the result of any of the foregoing is to increase the cost to such Bank with (or its Lending Office) making or maintaining any Capital Adequacy RegulationEurodollar Loan or issuing or participating in Letters of Credit, affects or would affect to reduce the amount of capital required any sum received or expected receivable by such Bank (or its Lending Office) under this Agreement or under its Notes with respect thereto, by an amount deemed by such Bank to be maintained by the Bank or any corporation controlling the Bank and (taking into consideration such Bank's or such corporation's policies with respect to capital adequacy and such 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 Agreementmaterial, then, upon within five (5) days after demand by such Bank (with a copy to Administrative Agent), Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction. Each Bank will promptly notify Borrower and Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section 5.4 and will designate a different Lending Office if such designation will avoid the Company through need for, or reduce the Agentamount of, such compensation and will not, in the Company shall pay to the judgment of such Bank, from time be otherwise disadvantageous to time as specified by such Bank. A certificate of any Bank claiming compensation under this Section 5.4 and setting forth the Bankadditional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, additional amounts sufficient to compensate the such Bank for such increasemay use any reasonable averaging and attribution methods.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Bank determines Lender shall determine that, due to either (i) the introduction of of, or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate in in, or in the interpretation of by the applicable Governmental Authority of, any law or regulation or (ii) the compliance by that Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the case of either clause (i) or (ii) subsequent to the date hereof, there shall be any increase in the cost to such Bank Lender of agreeing to make or making, funding or maintaining any Offshore LIBOR 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 CreditLoans, then the Company Borrower shall be liable for, and shall from time to time, 15 within thirty (30) days after of demand therefor by such Lender (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such BankLender, additional amounts as are sufficient to compensate such Bank 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 Bank Lender shall have determined that that:
(i) the introduction of any Capital Adequacy Regulation, ;
(ii) any change in any Capital Adequacy Regulation, ;
(iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or ; or
(iv) compliance by the Bank such Lender (or its Lending Office) or any corporation controlling the Bank Lender, with any Capital Adequacy Regulation, ; affects or would affect the amount of capital required or expected to be maintained by the Bank such Lender or any corporation controlling the Bank such Lender and (taking into consideration such Bank's Lender’s or such corporation's ’s policies with respect to capital adequacy and such Bank's 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 thirty (30) days of demand of such Bank Lender (with a copy to the Company through the Agent), the Company Borrower shall pay to the Banksuch Lender, from time to time as specified by the Banksuch Lender, additional amounts sufficient to compensate the Bank 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 Bank determines shall determine that, due to and as a direct result of either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate Rate) in or in the interpretation of any law or regulation or (ii) the compliance by that Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Bank of agreeing to make or making, funding or maintaining its Revolving Commitment hereunder or any Offshore Rate Loans or participating in Letters of CreditLoans, 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 issue or making, funding participate in or maintaining issuing or participating in any unpaid drawing under any Letter Letters of Credit, then the Company shall be liable for, and shall from time to time, 15 days after 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 Bank, additional amounts as are sufficient to compensate such Bank for such increased costs.
(b) If after the date hereof any Bank shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the such Bank (or its Lending Office) or any corporation controlling the Bank such Bank, with any Capital Adequacy Regulation, ; affects or would affect the amount of capital required or expected to be maintained by the such Bank or any corporation controlling the such Bank and (taking into consideration such Bank's or such corporation's policies with respect to capital adequacy and such Bank's desired return on capital) determines that the amount of such capital is increased as a consequence of its Revolving Commitment, loans, credits or obligations under this AgreementAgreement (including its obligations in respect of Letters of Credit), then, upon demand of such Bank (with a copy to the Company through the Administrative Agent), the Company shall upon demand pay to the such Bank, from time to time as specified by the such Bank, additional amounts sufficient to compensate the 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 Bank Lender determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the 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 of any law or regulation (other than those relating to Taxes for which provision is made under Section 4.1) or (ii) the compliance by that Bank Lender with any guideline ----------- or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Bank Lender of agreeing to make or making, funding or maintaining any Offshore 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 Issueissue, 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, 15 days after upon demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such BankLender, additional amounts as are sufficient to compensate such Bank Lender for such increased costs.
(b) If any Bank Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Bank Lender (or its Lending Office) or any corporation controlling the Bank Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the Bank Lender or any corporation controlling the Bank Lender and (taking into consideration such BankLender's or such corporation's policies with respect to capital adequacy and such BankLender'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 Bank Lender to the Company through the Agent, the Company shall pay to the BankLender, from time to time as specified by the BankLender, additional amounts sufficient to compensate the Bank Lender for such increase.
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Increased Costs and Reduction of Return. (a) If any Bank Lender determines that, that due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate in or in the interpretation of any law or regulation or (ii) the compliance by that Bank Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost (not including any Taxes or Other Taxes, as to which Section 4.1 shall govern) to such Bank Lender of agreeing to make or making, funding or maintaining any Offshore LIBOR 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 CreditLoans, then the Company applicable Borrower(s) shall be liable for, and shall from time to time, 15 days after 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 BankLender, additional amounts as are sufficient to compensate such Bank Lender for such increased costs.
(b) If any Bank Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Bank (or its Lending Office) such Lender or any corporation or other entity controlling the Bank such Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the Bank such Lender or any corporation or other entity controlling the Bank such Lender and (taking into consideration such BankLender's or such corporation's or other entity's policies with respect to capital adequacy and such BankLender'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 Bank Lender to the Company Borrowers (or Foamex on behalf of the Borrowers) through the Administrative Agent, the Company shall Borrowers shall, jointly and severally, pay to the Banksuch Lender, from time to time as specified by the Banksuch Lender, additional amounts sufficient to compensate the Bank such Lender for such increase.
(c) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of this Section 4.3 with respect to such Lender, it will, if requested by Foamex, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Loans affected by such event with the object of avoiding the consequences of such event; provided that such designation is made on terms that, in the sole judgment of such Lender, cause such Lender and its lending office(s) to suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this clause (c) shall affect or postpone any of the obligations of any Borrower or the rights of any Lender pursuant to this Section 4.3.
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