Increased Costs and Reduction of Return. (a) If any Lender reasonably and in good faith determines that, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance by that 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 after the Closing Date, there shall be any increase in the cost including Taxes (other than (i) Excluded Taxes and (ii) Indemnified Taxes and Other Taxes that are covered by Section 3.01) to such Lender of agreeing to make or making, funding or maintaining any SOFR Loans, then the Borrowers shall be liable for, and shall from time to time, on or before the date that is thirty (30) days after written demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs; provided that such Lender shall only be entitled to seek such additional amounts if such Lender is generally seeking the payment of similar additional amounts from similarly situated borrowers in comparable credit facilities (as certified by such Lender in the certificate delivered under Section 3.06); provided, further, that the Borrowers shall not be required to compensate a Lender for any such increases in capital for any period more than 180 days prior to the date such Lender delivers such demand; provided, further that 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 the law under clause (a)(i) above, regardless of the date enacted, adopted or issued. (b) If any Lender reasonably and in good faith shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Lender (or its Lending Office) or any corporation controlling the Lender with any Capital Adequacy Regulation, in each case after the Closing Date, affects or would affect the amount of capital required or expected to be maintained by the Lender or any corporation controlling the Lender and (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy and such ▇▇▇▇▇▇’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment or Loans under this Agreement, then, on or before the date that is thirty (30) days after written demand by such Lender to the Borrowers through the Agent, the Borrowers shall pay to the Lender, from time to time as specified by the Lender, additional amounts sufficient to compensate the Lender for such increase; provided that such Lender shall only be entitled to seek such additional amounts if such Lender is generally seeking the payment of similar additional amounts from similarly situated borrowers in comparable credit facilities (as certified by such Lender in the certificate delivered under Section 3.06); provided, further, that the Borrowers shall not be required to compensate a Lender for any such increases in capital for any period more than 180 days prior to the date such Lender delivers such demand.
Appears in 2 contracts
Sources: Credit Agreement (Ambac Financial Group Inc), Credit Agreement (Ambac Financial Group Inc)
Increased Costs and Reduction of Return. (a) If any Lender reasonably and or L/C Issuer shall determine (in good faith determines faith, but in its sole and absolute discretion) that, due to either (i) the introduction of of, or any change in in, or in the interpretation of of, any law or regulation or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in each the case after of either clause (i) or (ii) subsequent to the Closing Datedate hereof, there shall be any increase in the cost including Taxes (other than (i) Excluded Taxes and (ii) Indemnified Taxes and Other Taxes that are covered by Section 3.01) to such Lender or L/C Issuer of agreeing to make or making, funding or maintaining any SOFR LoansLIBOR Rate Loans or of issuing or maintain any Letter of Credit, then the Borrowers Borrower shall be liable for, and shall from time to time, on or before the date that is within thirty (30) days after written of 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 LenderLender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costs; provided provided, that the Borrower shall not be required to compensate any Lender or L/C Issuer pursuant to this Section 10.3 for any increased costs incurred more than one hundred eighty (180) days prior to the date that such Lender shall only be entitled or L/C Issuer notifies the Borrower, in writing of the increased costs and of such Lender’s or L/C Issuer’s intention to seek such additional amounts if such Lender is generally seeking the payment of similar additional amounts from similarly situated borrowers in comparable credit facilities (as certified by such Lender in the certificate delivered under Section 3.06)claim compensation thereof; provided, further, that if the Borrowers circumstance giving rise to such increased costs is retroactive, then the one hundred eighty (180) day period referred to above shall not be required extended to compensate a Lender for any such increases in capital for any include the period more than 180 days prior to the date such Lender delivers such demand; provided, further that 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 the law under clause (a)(i) above, regardless of the date enacted, adopted or issuedretroactive effect thereof.
(b) If any Lender reasonably and in good faith or L/C Issuer shall have determined that (in good faith, but in its sole and absolute discretion) 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 such Lender or L/C Issuer (or its Lending Office) or any corporation entity controlling the Lender or L/C Issuer, with any Capital Adequacy Regulation, in each case after the Closing Date, ; affects or would affect the amount of capital required or expected to be maintained by the such Lender or L/C Issuer or any corporation entity controlling the such Lender or L/C Issuer and (taking into consideration such Lender’s or such corporation’s entities’ policies with respect to capital adequacy and such ▇▇▇▇▇▇Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment Revolving Loan Commitment(s), loans, credits or Loans obligations under this Agreement, then, on or before the date that is within thirty (30) days after written of demand by of such Lender or L/C Issuer (with a copy to the Borrowers through the Agent), the Borrowers Borrower shall pay to the Lendersuch Lender or L/C Issuer, from time to time as specified by the Lendersuch Lender or L/C Issuer, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase; provided provided, that the Borrower shall not be required to compensate any Lender or L/C Issuer pursuant to this Section for any amounts incurred more than one hundred eighty (180) days prior to the date that such Lender shall only be entitled or L/C Issuer notifies the Borrower, in writing of the amounts and of such Lender’s or L/C Issuer’s intention to seek such additional amounts if such Lender is generally seeking the payment of similar additional amounts from similarly situated borrowers in comparable credit facilities (as certified by such Lender in the certificate delivered under Section 3.06)claim compensation thereof; provided, further, that if the Borrowers event giving rise to such increase is retroactive, then the one hundred eighty (180) day period referred to above shall not be required extended to compensate a Lender for any such increases in capital for any include the period more than 180 days prior to the date such Lender delivers such demandof retroactive effect thereof.
Appears in 2 contracts
Sources: Credit Agreement (Banctec Inc), Credit Agreement (Banctec Inc)
Increased Costs and Reduction of Return. (a) If any Lender reasonably and in good faith determines Purchaser shall determine that, due to either (i) the introduction of of, or any change in in, or in the interpretation of, any Requirement of any law or regulation Law or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in each the case after of either clause (i) or (ii) subsequent to the Closing Datedate hereof, (x) there shall be any increase in the cost including Taxes (other than (i) Excluded Taxes and (ii) Indemnified Taxes and Other Taxes that are covered by Section 3.01) to such Lender Purchaser of agreeing to make or making, funding or maintaining any SOFR LoansLIBOR Rate Loans (other than Taxes) or (y) such Purchaser shall be subject to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then the Borrowers Issuer shall be liable for, and shall from time to time, on or before the date that is within thirty (30) days after written of demand therefor by such Purchaser (with a copy of such demand to be sent to the Agentother Purchasers), pay to the Agent for the account of such Lender, Purchaser additional amounts as are sufficient to compensate such Lender Purchaser for such increased costscosts or such Taxes; provided that such Lender shall only be entitled to seek such additional amounts if such Lender is generally seeking the payment of similar additional amounts from similarly situated borrowers in comparable credit facilities (as certified by such Lender in the certificate delivered under Section 3.06); provided, further, that the Borrowers Issuer shall not be required to compensate a Lender any Purchaser or pursuant to this Section 10.3(a) for any such increases in capital for any period increased costs incurred more than 180 days prior to the date that such Lender delivers Purchaser notifies the Issuer, in writing of the increased costs and of such demandPurchaser’s intention to claim compensation thereof; provided, further further, that notwithstanding 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 Purchaser shall have determined that:
(i) the introduction of any Capital Adequacy Regulation;
(ii) any change in any Capital Adequacy Regulation;
(iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof; or
(iv) compliance by such Purchaser (or its Lending Office) or any entity controlling the Purchaser, with any Capital Adequacy Regulation; affects the amount of capital required or expected to be maintained by such Purchaser or any entity controlling such Purchaser and (taking into consideration such Purchaser’s or such entities’ policies with respect to capital adequacy and such Purchaser’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Term Loan Commitment(s), loans, credits or obligations under this Agreement, then, within thirty (30) days of demand of such Purchaser (with a copy to the other Purchasers), the Issuer shall pay to such Purchaser, from time to time as specified by such Purchaser, additional amounts sufficient to compensate such Purchaser (or the entity controlling the Purchaser) for such increase; provided that the Issuer shall not be required to compensate any Purchaser pursuant to this Section 10.3(b) for any amounts incurred more than 180 days prior to the date that such Purchaser notifies the Issuer, in writing of the amounts and of such Purchaser’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, (xi) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (yii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case in respect of this clause (ii) pursuant to Basel III, shall shall, in each case case, be deemed to be a change in the law a Requirement of Law under clause (a)(iSection 10.3(a) above and/or a change in Capital Adequacy Regulation under Section 10.3(b) above, as applicable, regardless of the date enacted, adopted or issued.
(bd) If Any Purchaser claiming any Lender reasonably additional amounts payable pursuant to this Section 10.3 shall use reasonable efforts (consistent with its internal policies and in good faith shall have determined that (i) Requirement of Law), to change 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 Lender (or its Lending Office) or any corporation controlling the Lender with any Capital Adequacy Regulation, in each case after the Closing Date, affects or would affect the amount of capital required or expected to be maintained by the Lender or any corporation controlling the Lender and (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy and such ▇▇▇▇▇▇’s desired return on capital) determines that the amount of such capital is increased as a consequence jurisdiction of its Commitment or Loans under this Agreement, then, on or before the date that is thirty (30) days after written demand by lending office if such Lender to the Borrowers through the Agent, the Borrowers shall pay to the Lender, from time to time as specified by the Lender, additional amounts sufficient to compensate the Lender for such increase; provided that such Lender shall only be entitled to seek a change would reduce any such additional amounts if such Lender is generally seeking the payment of (or any similar additional amounts from similarly situated borrowers in comparable credit facilities (as certified by such Lender amount that may thereafter accrue) and would not, in the certificate delivered under Section 3.06); providedsole determination of such Purchaser, further, that the Borrowers shall not be required otherwise disadvantageous to compensate a Lender for any such increases in capital for any period more than 180 days prior to the date such Lender delivers such demandPurchaser.
Appears in 1 contract
Sources: Second Lien Note Purchase Agreement (Spinal Elements Holdings, Inc.)
Increased Costs and Reduction of Return. (a) If any Lender reasonably and in good faith determines that, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance by that Lender with any guideline promulgated by or any request from any central bank or other Governmental Authority (whether or not having the force of law), ) in each case after the Closing Date, there shall be any increase in the cost including Taxes (other than (i) Excluded Taxes and (ii) Indemnified Taxes and Other Taxes that are covered by Section 3.01) to such Lender of agreeing to make or making, funding or maintaining any SOFR Eurodollar Rate Loans, then the Borrowers Company shall be liable for, and shall from time to time, on or before the date that is thirty (30) days after written demand (with a copy of such demand to be sent to the Agent)promptly upon demand, pay to the Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs; provided that such Lender shall only be entitled to seek such additional amounts if such Lender is generally seeking the payment of similar additional amounts from similarly situated borrowers in comparable to whom it has extended credit facilities (as certified by such Lender in the certificate delivered written demand required under this Section 3.063.03(a); provided, further, that the Borrowers shall not be required to compensate a Lender for any such increases in capital for any period more than 180 days prior to the date such Lender delivers such demand; provided, further that notwithstanding ). Notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all rules, regulations, orders, requests, rules, guidelines or directives thereunder or issued in connection therewith 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 the law under clause (a)(i) above, regardless of have been adopted and to have taken effect after the date enacted, adopted or issuedhereof.
(b) If any Lender reasonably and in good faith shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Lender (or its Lending Office) or any corporation controlling the Lender with any Capital Adequacy Regulation, in each case after the Closing Date, affects or would affect the amount of capital or liquidity required or expected to be maintained by the Lender or any corporation controlling the Lender and (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy and liquidity, and such ▇▇▇▇▇▇Lender’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment Commitment, Loans, credits or Loans obligations under this Agreement, then, on or before the date that is thirty (30) days after written demand by such Lender to the Borrowers Company through the Agent, the Borrowers Company shall pay to the Lender, from time to time as specified by the Lender, additional amounts sufficient to compensate the Lender for such increase; provided that such Lender shall only be entitled to seek such additional amounts if such Lender is generally seeking the payment of similar additional amounts from similarly situated borrowers in comparable to whom it has extended credit facilities (as certified by such Lender in the certificate delivered written demand required under this Section 3.063.03(b)); provided, further, that the Borrowers Company shall not be required to compensate a Lender for any such increases in capital for any period more than 180 270 days prior to the date such Lender delivers such demand; provided, further, that if the circumstances giving rise to such claim have a retroactive effect, then such 270-day period shall be extended to include the period of such retroactive effect.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Lender reasonably and in good faith determines that, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance by that 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 ) after the Closing Date, there shall be any increase in the cost including Taxes (other than (i) Excluded Taxes and (ii) Indemnified Taxes and Other Taxes that are covered by Section 3.01Taxes) to such Lender of agreeing to make or making, funding or maintaining any SOFR Eurodollar RateSOFR Loans, then the Borrowers Company shall be liable for, and shall from time to time, on or before the date that is thirty (30) days after promptly upon written demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs; provided that such Lender shall only be entitled to seek such additional amounts if such Lender is generally seeking the payment of similar additional amounts from similarly situated borrowers in comparable credit facilities (as certified by such Lender in the certificate delivered under Section 3.06); provided, further, that the Borrowers shall not be required to compensate a Lender for any such increases in capital for any period more than 180 days prior to the date such Lender delivers such demand; provided, further that notwithstanding facilities. Notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all rules, regulations, orders, 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 are deemed to be a change in the law under clause (a)(i) above, regardless of have been adopted and to have taken effect after the date enacted, adopted or issuedhereof.
(b) If any Lender reasonably and in good faith shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Lender (or its Lending Office) or any corporation controlling the Lender with any Capital Adequacy Regulation, in each case after the Closing Date, affects or would affect the amount of capital required or expected to be maintained by the Lender or any corporation controlling the Lender and (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy and such ▇▇▇▇▇▇’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment Commitment, loans, credits or Loans obligations under this Agreement, then, on or before the date that is thirty (30) days after written demand by such Lender to the Borrowers Company through the Agent, the Borrowers Company shall pay to the Lender, from time to time as specified by the Lender, additional amounts sufficient to compensate the Lender for such increase; provided that such Lender shall only be entitled to seek such additional amounts if such Lender is generally seeking the payment of similar additional amounts from similarly situated borrowers in comparable credit facilities (as certified by such Lender in the certificate delivered under Section 3.06)facilities; provided, further, that the Borrowers Company shall not be required to compensate a Lender for any such increases in capital for any period more than 180 120 days prior to the date such Lender delivers such demand.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Lender reasonably and in good faith determines that, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance by that 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 after the Closing Date, there shall be any increase in the cost including Taxes (other than (i) Excluded Taxes and (ii) Indemnified Taxes and Other Taxes that are covered by Section 3.01) to such Lender of agreeing to make or making, funding or maintaining any SOFR Eurodollar Rate Loans, then the Borrowers Borrower shall be liable for, and shall from time to time, on or before the date that is thirty (30) days after written demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs; provided that such Lender shall only be entitled to seek such additional amounts if such Lender is generally seeking the payment of similar additional amounts from similarly situated borrowers in comparable credit facilities (as certified by such Lender in the certificate delivered under Section 3.06); provided, further, that the Borrowers Borrower shall not be required to compensate a Lender for any such increases in capital for any period more than 180 days prior to the date such Lender delivers such demand; provided, further that 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 the law under clause (a)(i) above, regardless of the date enacted, adopted or issued.
(b) If any Lender reasonably and in good faith shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Lender (or its Lending Office) or any corporation controlling the Lender with any Capital Adequacy Regulation, in each case after the Closing Date, affects or would affect the amount of capital required or expected to be maintained by the Lender or any corporation controlling the Lender and (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy and such ▇▇▇▇▇▇Lender’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment or Loans under this Agreement, then, on or before the date that is thirty (30) days after written demand by such Lender to the Borrowers Borrower through the Agent, the Borrowers Borrower shall pay to the Lender, from time to time as specified by the Lender, additional amounts sufficient to compensate the Lender for such increase; provided that such Lender shall only be entitled to seek such additional amounts if such Lender is generally seeking the payment of similar additional amounts from similarly situated borrowers in comparable credit facilities (as certified by such Lender in the certificate delivered under Section 3.06); provided, further, that the Borrowers Borrower shall not be required to compensate a Lender for any such increases in capital for any period more than 180 days prior to the date such Lender delivers such demand.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Lender reasonably and in good faith determines or L/C Issuer shall determine that, due to either (i) the introduction of of, or any change in in, or in the interpretation of by a Governmental Authority of, any law or regulation made or issued after the Closing Date or (ii) the compliance by that 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 ) occurring after the Closing Date, in the case of either clause (i) or (ii) subsequent to the date hereof, there shall be any increase in the cost including Taxes (other than (i) Excluded Taxes and (ii) Indemnified Taxes and Other Taxes that are covered by Section 3.01) to such Lender or L/C Issuer of agreeing to make or making, funding or maintaining any SOFR LoansLIBOR Rate Loans or of issuing or maintain any Letter of Credit, then the Borrowers Borrower shall be liable for, and shall from time to time, on or before the date that is within thirty (30) days after written of 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 LenderLender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costs; provided that such Lender shall only be entitled to seek such additional amounts if such Lender is generally seeking the payment of similar additional amounts from similarly situated borrowers in comparable credit facilities (as certified by such Lender in the certificate delivered under Section 3.06); provided, further, that the Borrowers Borrower shall not be required to compensate a any Lender or L/C Issuer pursuant to this Section for any such increases in capital for any period increased costs incurred more than 180 days prior to the date that such Lender delivers or L/C Issuer notifies the Borrower, in writing of the increased costs and of such demandLender’s or L/C Issuer’s intention to claim compensation thereof; provided, further 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; provided that 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 the law under clause (a)(i) above, regardless of the date enacted, adopted or issuedissued after the Closing Date.
(b) If any Lender reasonably and in good faith 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 such Lender or L/C Issuer (or its Lending Office) or any corporation entity controlling the Lender or L/C Issuer, with any Capital Adequacy Regulation, in each case Regulation that is introduced or changed after the Closing Date, ; affects or would affect the amount of capital required or expected to be maintained by the such Lender or L/C Issuer or any corporation entity controlling the such Lender or L/C Issuer and (taking into consideration such Lender’s or such corporation’s entities’ policies with respect to capital adequacy and such ▇▇▇▇▇▇Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment Revolving Loan Commitment(s), loans, credits or Loans obligations under this Agreement, and, in any such case, if (but only if) such introduction or change first occurs after the Closing Date, then, on or before the date that is within thirty (30) days after written of demand by of such Lender or L/C Issuer (with a copy to the Borrowers through the Agent), the Borrowers Borrower shall pay to the Lendersuch Lender or L/C Issuer, from time to time as specified by the Lendersuch Lender or L/C Issuer, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase; provided that such Lender shall only be entitled to seek such additional amounts if such Lender is generally seeking the payment of similar additional amounts from similarly situated borrowers in comparable credit facilities (as certified by such Lender in the certificate delivered under Section 3.06); provided, further, that the Borrowers Borrower shall not be required to compensate a any Lender or L/C Issuer pursuant to this Section for any such increases in capital for any period amounts incurred more than 180 days prior to the date that such Lender delivers or L/C Issuer notifies the Borrower, in writing of the amounts and of such demandLender’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
Sources: Credit Agreement (Ute Energy Upstream Holdings LLC)
Increased Costs and Reduction of Return. (a) If any Lender reasonably and in good faith determines Purchaser shall determine that, due to either (i) the introduction of of, or any change in in, or in the interpretation of, any Requirement of any law or regulation Law or (ii) the compliance by that Lender with Table of Contents any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in each the case after of either clause (i) or (ii) subsequent to the Original Closing Date, (x) there shall be any increase in the cost including Taxes (other than (i) Excluded Taxes and (ii) Indemnified Taxes and Other Taxes that are covered by Section 3.01) to such Lender Purchaser of agreeing to make or making, funding or maintaining any SOFR LoansLIBOR Rate Loans (other than Taxes) or (y) such Purchaser shall be subject to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then the Borrowers Issuer shall be liable for, and shall from time to time, on or before the date that is within thirty (30) days after written of demand therefor by such Purchaser (with a copy of such demand to be sent to the Agentother Purchasers), pay to the Agent for the account of such Lender, Purchaser additional amounts as are sufficient to compensate such Lender Purchaser for such increased costscosts or such Taxes; provided that such Lender shall only be entitled to seek such additional amounts if such Lender is generally seeking the payment of similar additional amounts from similarly situated borrowers in comparable credit facilities (as certified by such Lender in the certificate delivered under Section 3.06); provided, further, that the Borrowers Issuer shall not be required to compensate a Lender any Purchaser or pursuant to this Section 10.3(a) for any such increases in capital for any period increased costs incurred more than 180 days prior to the date that such Lender delivers Purchaser notifies the Issuer, in writing of the increased costs and of such demandPurchaser’s intention to claim compensation thereof; provided, further further, that notwithstanding 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 Purchaser shall have determined that:
(i) the introduction of any Capital Adequacy Regulation;
(ii) any change in any Capital Adequacy Regulation;
(iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof; or
(iv) compliance by such Purchaser (or its Lending Office) or any entity controlling the Purchaser, with any Capital Adequacy Regulation; affects the amount of capital required or expected to be maintained by such Purchaser or any entity controlling such Purchaser and (taking into consideration such Purchaser’s or such entities’ policies with respect to capital adequacy and such Purchaser’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Term Loan Commitment(s), loans, credits or obligations under this Agreement, then, within thirty (30) days of demand of such Purchaser (with a copy to the other Purchasers), the Issuer shall pay to such Purchaser, from time to time as specified by such Purchaser, additional amounts sufficient to compensate such Purchaser (or the entity controlling the Purchaser) for such increase; provided that the Issuer shall not be required to compensate any Purchaser pursuant to this Section 10.3(b) for any amounts incurred more than 180 days prior to the date that such Purchaser notifies the Issuer, in writing of the amounts and of such Purchaser’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, (xi) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (yii) all requests, rules, guidelines or directives Table of Contents promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case in respect of this clause (ii) pursuant to Basel III, shall shall, in each case case, be deemed to be a change in the law a Requirement of Law under clause (a)(iSection 10.3(a) above and/or a change in Capital Adequacy Regulation under Section 10.3(b) above, as applicable, regardless of the date enacted, adopted or issued.
(bd) If Any Purchaser claiming any Lender reasonably additional amounts payable pursuant to this Section 10.3 shall use reasonable efforts (consistent with its internal policies and in good faith shall have determined that (i) Requirement of Law), to change 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 Lender (or its Lending Office) or any corporation controlling the Lender with any Capital Adequacy Regulation, in each case after the Closing Date, affects or would affect the amount of capital required or expected to be maintained by the Lender or any corporation controlling the Lender and (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy and such ▇▇▇▇▇▇’s desired return on capital) determines that the amount of such capital is increased as a consequence jurisdiction of its Commitment or Loans under this Agreement, then, on or before the date that is thirty (30) days after written demand by lending office if such Lender to the Borrowers through the Agent, the Borrowers shall pay to the Lender, from time to time as specified by the Lender, additional amounts sufficient to compensate the Lender for such increase; provided that such Lender shall only be entitled to seek a change would reduce any such additional amounts if such Lender is generally seeking the payment of (or any similar additional amounts from similarly situated borrowers in comparable credit facilities (as certified by such Lender amount that may thereafter accrue) and would not, in the certificate delivered under Section 3.06); providedsole determination of such Purchaser, further, that the Borrowers shall not be required otherwise disadvantageous to compensate a Lender for any such increases in capital for any period more than 180 days prior to the date such Lender delivers such demandPurchaser.
Appears in 1 contract
Sources: Second Lien Note Purchase Agreement (Spinal Elements Holdings, Inc.)
Increased Costs and Reduction of Return. (a) If any Lender reasonably and in good faith determines that, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance by that Lender with any guideline promulgated by or any request from any central bank or other Governmental Authority (whether or not having the force of law), ) in each case after the Closing Restatement Effective Date, there shall be any increase in the cost including Taxes (other than (i) Excluded Taxes and (ii) Indemnified Taxes and Other Taxes that are covered by Section 3.01) to such Lender of agreeing to make or making, funding or maintaining any Adjusted Term SOFR Rate Loans, then the Borrowers Company shall be liable for, and shall from time to time, on or before the date that is thirty (30) days after written demand (with a copy of such demand to be sent to the Agent)promptly upon demand, pay to the Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs; provided that such Lender shall only be entitled to seek such additional amounts if such Lender is generally seeking the payment of similar additional amounts from similarly situated borrowers in comparable to whom it has extended credit facilities (as certified by such Lender in the certificate delivered written demand required under this Section 3.063.03(a); provided, further, that the Borrowers shall not be required to compensate a Lender for any such increases in capital for any period more than 180 days prior to the date such Lender delivers such demand; provided, further that notwithstanding ). Notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all rules, regulations, orders, requests, rules, guidelines or directives thereunder or issued in connection therewith 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 the law under clause (a)(i) above, regardless of have been adopted and to have taken effect after the date enacted, adopted or issuedhereof.
(b) If any Lender reasonably and in good faith shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Lender (or its Lending Office) or any corporation controlling the Lender with any Capital Adequacy Regulation, in each case after the Closing Restatement Effective Date, affects or would affect the amount of capital or liquidity required or expected to be maintained by the Lender or any corporation controlling the Lender and (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy and liquidity, and such ▇▇▇▇▇▇Lender’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment Commitment, Loans, credits or Loans obligations under this Agreement, then, on or before the date that is thirty (30) days after written demand by such Lender to the Borrowers Company through the Agent, the Borrowers Company shall pay to the Lender, from time to time as specified by the Lender, additional amounts sufficient to compensate the Lender for such increase; provided that such Lender shall only be entitled to seek such additional amounts if such Lender is generally seeking the payment of similar additional amounts from similarly situated borrowers in comparable to whom it has extended credit facilities (as certified by such Lender in the certificate delivered written demand required under this Section 3.063.03(b)); provided, further, that the Borrowers Company shall not be required to compensate a Lender for any such increases in capital for any period more than 180 270 days prior to the date such Lender delivers such demand; provided, further, that if the circumstances giving rise to such claim have a retroactive effect, then such 270-day period shall be extended to include the period of such retroactive effect.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Lender reasonably and in good faith determines that, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance by that 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 ) after the Closing Date, there shall be any increase in the cost including Taxes (other than (i) Excluded Taxes and (ii) Indemnified Taxes and Other Taxes that are covered by Section 3.01Taxes) to such Lender of agreeing to make or making, funding or maintaining any SOFR Loans, then the Borrowers Company shall be liable for, and shall from time to time, on or before the date that is thirty (30) days after promptly upon written demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs; provided that such Lender shall only be entitled to seek such additional amounts if such Lender is generally seeking the payment of similar additional amounts from similarly situated borrowers in comparable credit facilities (as certified by such Lender in the certificate delivered under Section 3.06); provided, further, that the Borrowers shall not be required to compensate a Lender for any such increases in capital for any period more than 180 days prior to the date such Lender delivers such demand; provided, further that notwithstanding facilities. Notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all rules, regulations, orders, 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 are deemed to be a change in the law under clause (a)(i) above, regardless of have been adopted and to have taken effect after the date enacted, adopted or issuedhereof.
(b) If any Lender reasonably and in good faith shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Lender (or its Lending Office) or any corporation controlling the Lender with any Capital Adequacy Regulation, in each case after the Closing Date, affects or would affect the amount of capital required or expected to be maintained by the Lender or any corporation controlling the Lender and (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy and such ▇▇▇▇▇▇’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment Commitment, loans, credits or Loans obligations under this Agreement, then, on or before the date that is thirty (30) days after written demand by such Lender to the Borrowers Company through the Agent, the Borrowers Company shall pay to the Lender, from time to time as specified by the Lender, additional amounts sufficient to compensate the Lender for such increase; provided that such Lender shall only be entitled to seek such additional amounts if such Lender is generally seeking the payment of similar additional amounts from similarly situated borrowers in comparable credit facilities (as certified by such Lender in the certificate delivered under Section 3.06)facilities; provided, further, that the Borrowers Company shall not be required to compensate a Lender for any such increases in capital for any period more than 180 120 days prior to the date such Lender delivers such demand.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Term Lender reasonably and in good faith determines shall have determined that, due to either :
(i) the introduction of or any Capital Adequacy Regulation;
(ii) any change in or any Capital Adequacy Regulation;
(iii) any change in the interpretation or administration of any law or regulation or (ii) the compliance Capital Adequacy Regulation by that Lender with any guideline or request from any central bank or other Governmental Authority charged with the interpretation or administration thereof; or
(whether iv) compliance by such Term Lender (or not having its Lending Office) or any entity controlling the force Term Lender, with any Capital Adequacy Regulation; affects the amount of law), in each case after the Closing Date, there shall capital required or expected to be maintained by such Term Lender or any increase in the cost including Taxes (other than (i) Excluded Taxes entity controlling such Term Lender and (iitaking into consideration such Term Lender’s or such entities’ policies with respect to capital adequacy and such Term Lender’s desired return on capital) Indemnified Taxes and Other Taxes determines that are covered by Section 3.01) to the amount of such Lender capital is increased as a consequence of agreeing to make its loans, credits or makingobligations under this Agreement, funding or maintaining any SOFR Loansthen, then the Borrowers shall be liable for, and shall from time to time, on or before the date that is thirty within ten (3010) days after written of demand of such Term Lender (with a copy of such demand to be sent to the Term Agent), the Borrowers shall pay to the Agent for the account of such Term Lender, from time to time as specified by such Term Lender, additional amounts as are sufficient to compensate such Term Lender (or the entity controlling the Term Lender) for such increased costs; provided that such Lender shall only be entitled to seek such additional amounts if such Lender is generally seeking the payment of similar additional amounts from similarly situated borrowers in comparable credit facilities increase.
(as certified by such Lender in the certificate delivered under Section 3.06); provided, further, that the Borrowers shall not be required to compensate a Lender for any such increases in capital for any period more than 180 days prior to the date such Lender delivers such demand; provided, further that notwithstanding b) Notwithstanding anything herein to the contrary, (x) the ▇▇▇Dod▇-▇▇a▇▇ ▇▇▇▇ ▇▇▇▇ Street reet 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 the law a Requirements of Law under clause subsection (a)(ia) above and/or a change in a Capital Adequacy Regulation under subsection (a) above, as applicable, regardless of the date enacted, adopted or issued.
(b) If any Lender reasonably and in good faith shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Lender (or its Lending Office) or any corporation controlling the Lender with any Capital Adequacy Regulation, in each case after the Closing Date, affects or would affect the amount of capital required or expected to be maintained by the Lender or any corporation controlling the Lender and (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy and such ▇▇▇▇▇▇’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment or Loans under this Agreement, then, on or before the date that is thirty (30) days after written demand by such Lender to the Borrowers through the Agent, the Borrowers shall pay to the Lender, from time to time as specified by the Lender, additional amounts sufficient to compensate the Lender for such increase; provided that such Lender shall only be entitled to seek such additional amounts if such Lender is generally seeking the payment of similar additional amounts from similarly situated borrowers in comparable credit facilities (as certified by such Lender in the certificate delivered under Section 3.06); provided, further, that the Borrowers shall not be required to compensate a Lender for any such increases in capital for any period more than 180 days prior to the date such Lender delivers such demand.
Appears in 1 contract
Sources: Term Loan Agreement (Standard Diversified Opportunities Inc.)
Increased Costs and Reduction of Return. (a) If any Lender reasonably and in good faith determines that, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance by that Lender with any guideline promulgated by or any request from any central bank or other Governmental Authority (whether or not having the force of law), ) in each case after the Closing Effective Date, there shall be any increase in the cost including Taxes (other than (i) Excluded Taxes and (ii) Indemnified Taxes and Other Taxes that are covered by Section 3.01) to such Lender of agreeing to make or making, funding or maintaining any Adjusted Term SOFR Rate Loans, then the Borrowers Company shall be liable for, and shall from time to time, on or before the date that is thirty (30) days after written demand (with a copy of such demand to be sent to the Agent)promptly upon demand, pay to the Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs; provided that such Lender shall only be entitled to seek such additional amounts if such Lender is generally seeking the payment of similar additional amounts from similarly situated borrowers in comparable to whom it has extended credit facilities (as certified by such Lender in the certificate delivered written demand required under this Section 3.063.03(a); provided, further, that the Borrowers shall not be required to compensate a Lender for any such increases in capital for any period more than 180 days prior to the date such Lender delivers such demand; provided, further that notwithstanding ). Notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all rules, regulations, orders, requests, rules, guidelines or directives thereunder or issued in connection therewith 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 the law under clause (a)(i) above, regardless of have been adopted and to have taken effect after the date enacted, adopted or issuedhereof.
(b) If any Lender reasonably and in good faith shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Lender (or its Lending Office) or any corporation controlling the Lender with any Capital Adequacy Regulation, in each case after the Closing Effective Date, affects or would affect the amount of capital or liquidity required or expected to be maintained by the Lender or any corporation controlling the Lender and (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy and liquidity, and such ▇▇▇▇▇▇Lender’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment Commitment, Loans, credits or Loans obligations under this Agreement, then, on or before the date that is thirty (30) days after written demand by such Lender to the Borrowers Company through the Agent, the Borrowers Company shall pay to the Lender, from time to time as specified by the Lender, additional amounts sufficient to compensate the Lender for such increase; provided that such Lender shall only be entitled to seek such additional amounts if such Lender is generally seeking the payment of similar additional amounts from similarly situated borrowers in comparable to whom it has extended credit facilities (as certified by such Lender in the certificate delivered written demand required under this Section 3.063.03(b)); provided, further, that the Borrowers Company shall not be required to compensate a Lender for any such increases in capital for any period more than 180 270 days prior to the date such Lender delivers such demand; provided, further, that if the circumstances giving rise to such claim have a retroactive effect, then such 270-day period shall be extended to include the period of such retroactive effect.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If any Term Lender reasonably and in good faith determines shall have determined that, due to either :
(i) the introduction of or any Capital Adequacy Regulation;
(ii) any change in or any Capital Adequacy Regulation;
(iii) any change in the interpretation or administration of any law or regulation or (ii) the compliance Capital Adequacy Regulation by that Lender with any guideline or request from any central bank or other Governmental Authority charged with the interpretation or administration thereof; or
(whether iv) compliance by such Term Lender (or not having its Lending Office) or any entity controlling the force Term Lender, with any Capital Adequacy Regulation; affects the amount of law)capital required or expected to be maintained by such Term Lender or any entity controlling such Term Lender and (taking into consideration such Term Lender’s or such entities’ policies with respect to capital adequacy and such Term Lender’s desired return on capital) determines that the amount of such capital is increased as a consequence of its loans, in each case after the Closing Datecredits or obligations under this Agreement, there shall be or if any increase in the cost including change of a Requirement of Law subjects a Secured Party to any Taxes (other than (i) Excluded Taxes, Other Taxes, or Taxes and (ii) Indemnified Taxes and Other Taxes that are covered by Section 3.01) to such Lender of agreeing to make or making, funding or maintaining any SOFR Loans, then the Borrowers shall be liable for, and shall from time to time, imposed on or before the date that is thirty with respect to a payment by or on behalf of a Borrower hereunder) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities, or capital attributable thereto, then, within ten (3010) days after written of demand of such Term Lender (with a copy of such demand to be sent to the Term Agent), the Borrowers shall pay to the Agent for the account of such Term Lender, from time to time as specified by such Term Lender, additional amounts as are sufficient to compensate such Term Lender (or the entity controlling the Term Lender) for such increased costs; provided that increase or such Lender shall only be entitled to seek such additional amounts if such Lender is generally seeking the payment of similar additional amounts from similarly situated borrowers in comparable credit facilities Taxes.
(as certified by such Lender in the certificate delivered under Section 3.06); provided, further, that the Borrowers shall not be required to compensate a Lender for any such increases in capital for any period more than 180 days prior to the date such Lender delivers such demand; provided, further that notwithstanding b) 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 the law a Requirements of Law under clause subsection (a)(ia) above and/or a change in a Capital Adequacy Regulation under subsection (a) above, as applicable, regardless of the date enacted, adopted or issued.
(b) If any Lender reasonably and in good faith shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Lender (or its Lending Office) or any corporation controlling the Lender with any Capital Adequacy Regulation, in each case after the Closing Date, affects or would affect the amount of capital required or expected to be maintained by the Lender or any corporation controlling the Lender and (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy and such ▇▇▇▇▇▇’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment or Loans under this Agreement, then, on or before the date that is thirty (30) days after written demand by such Lender to the Borrowers through the Agent, the Borrowers shall pay to the Lender, from time to time as specified by the Lender, additional amounts sufficient to compensate the Lender for such increase; provided that such Lender shall only be entitled to seek such additional amounts if such Lender is generally seeking the payment of similar additional amounts from similarly situated borrowers in comparable credit facilities (as certified by such Lender in the certificate delivered under Section 3.06); provided, further, that the Borrowers shall not be required to compensate a Lender for any such increases in capital for any period more than 180 days prior to the date such Lender delivers such demand.
Appears in 1 contract
Increased Costs and Reduction of Return. (a) If If, after the Effective Date, any Lender reasonably and shall incur increased costs or reductions in good faith determines that, due the amounts received or receivable hereunder with respect to either any Loan because of (i) any change since the date of this Agreement in any applicable Law, including the introduction of any new Law (such as, for example, but not limited to (A) a change in the basis of taxation of payments to a Lender of the principal of or interest on the Loans or any other amounts payable hereunder (except for changes in the rate of Tax on, or determined by reference to, the net income or net profits of such Lender imposed by the jurisdiction in which its principal office or Applicable Lending Office is located, other than changes in the rate of Tax to the extent such rate change applies to Taxes covered in the fourth sentence of Section 2.9(a)) or (B) a change in or official reserve requirements but, in all events, excluding reserves required under Regulation D to the extent included in the interpretation computation of any law or regulation or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of lawLIBOR), in each case after the Closing Date, there shall be any increase in the cost including Taxes (other than (i) Excluded Taxes and (ii) Indemnified Taxes and Other Taxes that are covered by Section 3.01) to such Lender of agreeing to make or making, funding or maintaining any SOFR Loans, then the Borrowers shall be liable for, and shall from time to time, on or before the date that is thirty (30) days after written demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs; provided that such Lender shall only be entitled to seek such additional amounts if such Lender is generally seeking the payment of similar additional amounts from similarly situated borrowers in comparable credit facilities (as certified by such Lender in the certificate delivered under Section 3.06); provided, further, that the Borrowers shall not be required to compensate a Lender for any such increases in capital for any period more than 180 days prior to the date such Lender delivers such demand; provided, further that notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines guidelines, directives or directives any other Laws thereunder or issued in connection therewith and (y) all requests, rules, guidelines guidelines, directives or directives any other Laws 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 constitute such change in the law applicable Law under clause (a)(ithis Section 2.11(a)(i) aboveif any Lender incurs such increased costs or reductions, regardless of the date enacted, adopted or issued; and/or (ii) in relation to any Loan, other circumstances affecting such Lender or the relevant interbank market or the position of such Lender in such market (unless at that time a Market Disruption Margin Event has been called or a substitute base rate has been applied pursuant to Section 2.13 in respect of or arising out of such other circumstances), then, and in any such event, the relevant Borrower shall pay to such Lender, within thirty (30) days of written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as shall be agreed by both the relevant Borrower and such Lender), as shall be required to compensate such Lender for such increased costs or reductions in amounts received or receivable hereunder (a written notice as to the additional amounts owed to such Lender, showing in reasonable detail the cause of such increased costs or reduction in the amounts and the basis for the calculation thereof, submitted to the relevant Borrower by such Lender through the Administrative Agent shall, absent manifest error, be final and conclusive and binding on all parties hereto).
(b) If If, after the Effective Date, any Lender reasonably and in good faith shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the such Lender (or its Applicable Lending Office) or any corporation controlling the such Lender with any Capital Adequacy Regulation, in each case after the Closing Date, affects or would affect the amount of capital or liquidity required or expected to be maintained by the such Lender or any corporation controlling the Lender and (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy and such ▇▇▇▇▇▇’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment or Loans under this Agreement, then, on or before the date that is thirty (30) days after upon written demand by of such Lender to the Borrowers either Borrower through the Administrative Agent, the Borrowers such Borrower shall pay to the such Lender, from time to time as specified by the Lenderwithin thirty (30) days of such written demand, additional amounts specified by such Lender as sufficient to compensate the such Lender for such increase; provided that such . A Lender’s reasonable good faith determination of compensation owing under this Section 2.11(b) shall, absent manifest error, be final and conclusive and binding on all parties hereto.
(c) Before giving notice to the Administrative Agent under Section 2.11(a) and (b), the affected Lender shall only designate a different Applicable Lending Office with respect to its Loans 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 entitled illegal or otherwise materially disadvantageous to seek such Lender.
(d) Neither Borrower shall be obliged to pay any additional amount pursuant to this Section 2.11 to the extent that the increased cost to which such additional amounts if such Lender amount relates is generally seeking the payment of similar with respect to Taxes for which additional amounts from similarly situated borrowers in comparable credit facilities (as certified by such Lender in the certificate delivered under Section 3.06); provided, further, that the Borrowers shall not be are required to compensate a Lender for any such increases in capital for any period more than 180 days prior be paid pursuant to the date such Lender delivers such demandSection 2.9.
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Increased Costs and Reduction of Return. (a) If any Lender reasonably and in good faith determines Purchaser shall determine that, due to either (i) the introduction of of, or any change in in, or in the interpretation of, any Requirement of any law or regulation Law or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in each the case after of either clause (i) or (ii) subsequent to the date hereofOriginal Closing Date, (x) there shall be any increase in the cost including Taxes (other than (i) Excluded Taxes and (ii) Indemnified Taxes and Other Taxes that are covered by Section 3.01) to such Lender Purchaser of agreeing to make or making, funding or maintaining any SOFR LoansLIBOR Rate Loans (other than Taxes) or (y) such Purchaser shall be subject to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then the Borrowers Issuer shall be liable for, and shall from time to time, on or before the date that is within thirty (30) days after written of demand therefor by such Purchaser (with a copy of such demand to be sent to the Agentother Purchasers), pay to the Agent for the account of such Lender, Purchaser additional amounts as are sufficient to compensate such Lender Purchaser for such increased costscosts or such Taxes; provided that such Lender shall only be entitled to seek such additional amounts if such Lender is generally seeking the payment of similar additional amounts from similarly situated borrowers in comparable credit facilities (as certified by such Lender in the certificate delivered under Section 3.06); provided, further, that the Borrowers Issuer shall not be required to compensate a Lender any Purchaser or pursuant to this Section 10.3(a) for any such increases in capital for any period increased costs incurred more than 180 days prior to the date that such Lender delivers Purchaser notifies the Issuer, in writing of the increased costs and of such demandPurchaser’s intention to claim compensation thereof; provided, further further, that notwithstanding 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 Purchaser shall have determined that:
(i) the introduction of any Capital Adequacy Regulation;
(ii) any change in any Capital Adequacy Regulation;
(iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof; or
(iv) compliance by such Purchaser (or its Lending Office) or any entity controlling the Purchaser, with any Capital Adequacy Regulation; affects the amount of capital required or expected to be maintained by such Purchaser or any entity controlling such Purchaser and (taking into consideration such Purchaser’s or such entities’ policies with respect to capital adequacy and such Purchaser’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Term Loan Commitment(s), loans, credits or obligations under this Agreement, then, within thirty (30) days of demand of such Purchaser (with a copy to the other Purchasers), the Issuer shall pay to such Purchaser, from time to time as specified by such Purchaser, additional amounts sufficient to compensate such Purchaser (or the entity controlling the Purchaser) for such increase; provided that the Issuer shall not be required to compensate any Purchaser pursuant to this Section 10.3(b) for any amounts incurred more than 180 days prior to the date that such Purchaser notifies the Issuer, in writing of the amounts and of such Purchaser’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, (xi) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (yii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case in respect of this clause (ii) pursuant to Basel III, shall shall, in each case case, be deemed to be a change in the law a Requirement of Law under clause (a)(iSection 10.3(a) above and/or a change in Capital Adequacy Regulation under Section 10.3(b) above, as applicable, regardless of the date enacted, adopted or issued.
(bd) If Any Purchaser claiming any Lender reasonably additional amounts payable pursuant to this Section 10.3 shall use reasonable efforts (consistent with its internal policies and in good faith shall have determined that (i) Requirement of Law), to change 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 Lender (or its Lending Office) or any corporation controlling the Lender with any Capital Adequacy Regulation, in each case after the Closing Date, affects or would affect the amount of capital required or expected to be maintained by the Lender or any corporation controlling the Lender and (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy and such ▇▇▇▇▇▇’s desired return on capital) determines that the amount of such capital is increased as a consequence jurisdiction of its Commitment or Loans under this Agreement, then, on or before the date that is thirty (30) days after written demand by lending office if such Lender to the Borrowers through the Agent, the Borrowers shall pay to the Lender, from time to time as specified by the Lender, additional amounts sufficient to compensate the Lender for such increase; provided that such Lender shall only be entitled to seek a change would reduce any such additional amounts if such Lender is generally seeking the payment of (or any similar additional amounts from similarly situated borrowers in comparable credit facilities (as certified by such Lender amount that may thereafter accrue) and would not, in the certificate delivered under Section 3.06); providedsole determination of such Purchaser, further, that the Borrowers shall not be required otherwise disadvantageous to compensate a Lender for any such increases in capital for any period more than 180 days prior to the date such Lender delivers such demandPurchaser.
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Sources: Second Lien Note Purchase Agreement (Spinal Elements Holdings, Inc.)