Payments and Calculations. 12.1 The Borrower shall at all times ensure that there are sufficient funds in its bank accounts on any Repayment Date to cover the payment of the next instalment of Principal and/or interest on the next Interest Payment Date. 12.2 All payments to be made by the Borrower hereunder shall be made to such accounts of the Agent or the Banks with such banks as the Agent shall notify the Borrower from time to time, by not later than 11. a.m. London time in USD in freely transferable funds which are for same day settlement or in such other USD funds as shall for the time being be customary for the settlement of transactions of this nature. 12.3 All payments by the Borrower shall be made without set-off or counterclaim and free and clear of and without deduction for or on account of any present or future Taxes of any nature, unless the Borrower is compelled by law to make payment subject to any such Taxes. In the event that the Borrower is compelled by law to deduct or withhold any such Taxes, the Borrower shall (i) pay to the Agent such additional amount as may be necessary to ensure that the Agent and the Banks receive a net amount equal to that which they would have received had such deductions or withholdings not been made and (ii) deliver to the Agent as soon as practicable after any request by it an official receipt of the payment of any Taxes so deducted. 12.4 If the date on which a payment is due to be made hereunder is not a Banking Day, such date of payment shall be the first following Banking Day unless payment would thereby be made in a new calendar month, in which case the payment shall be made on the preceding Banking Day. 12.5 Interest and any other payments hereunder of an annual nature shall accrue from day to day and be calculated on the actual number of days elapsed on the basis of a 360 days year. 12.6 If any amount of Principal is for any reason repaid on a day other than a Repayment Date, the Borrower shall pay to the Agent on demand such amount as may be necessary to compensate the Agent and the Banks for any loss, premium or penalty incurred by them in respect of the liquidation or reemployment of funds borrowed for the purpose of maintaining the amount repaid. 12.7 The Borrower shall promptly, on demand by a Bank, pay to that Bank the amount of any increased cost relating to this Loan Agreement incurred by it as a result of: (a) any change in, or any change in the interpretation or application by any competent authority of, any relevant law or regulation after the date of this Loan Agreement; or (b) compliance with any regulation made by a competent authority of the jurisdiction in which it is incorporated and/or in which its principal office is located after the date of this Loan Agreement, including any law or regulation relating to taxation (save for tax on overall net income and to the extent such increased cost is attributable to a Tax deduction or withholding required by law to be made by the Borrower or compensated for by Clause 12.3), or reserve asset, special deposit, cash ratio, liquidity or capital adequacy requirements or any other form of banking or monetary control. 12.8 In this Loan Agreement, "increased cost" means: (a) an additional cost incurred by a Bank as a result of the Bank having entered into, or performing, maintaining or funding its obligations under this Loan Agreement save for an increase in general administration cost of such Bank; (b) a reduction in any amount payable to a Bank or the effective return to a Bank on its capital which would not have occurred had that Bank not entered into this Loan Agreement; or (c) the amount of any payment made by a Bank, or the amount of any interest or other return foregone by a Bank, calculated by reference to any amounts received or receivable by that Bank from the Agent or the Borrower under this Loan Agreement, all as certified by the relevant Bank, such certificate to set out in reasonable detail the circumstances giving rise to the claim for payment of increased costs and the calculations of the amount claimed and shall be conclusive evidence, save for manifest error, of the amount due from the Borrower.
Appears in 1 contract
Sources: Credit Facility Agreement (Trico Marine Services Inc)
Payments and Calculations. 12.1 The Borrower shall at all times ensure that there are sufficient funds in its bank accounts on any Repayment Date to cover the payment of the next instalment of Principal and/or interest on the next Interest Payment Date.
12.2 All payments to be made by the Borrower hereunder shall be made to such accounts of the Agent or the Banks with such banks as the Agent shall notify the Borrower from time to time, by not later than 11. a.m. London time in USD in freely transferable funds which are for same day settlement or in such other USD funds as shall for the time being be customary for the settlement of transactions of this nature.
12.3 All payments by the Borrower shall be made without set-off or counterclaim and free and clear of and without deduction for or on account of any present or future Taxes of any nature, unless the Borrower is compelled by law to make payment subject to any such Taxes. In the event that the Borrower is compelled by law to deduct or withhold any such Taxes, the Borrower shall (i) pay to the Agent such additional amount as may be necessary to ensure that the Agent and the Banks receive a net amount equal to that which they would have received had such deductions or withholdings not been made and (ii) deliver to the Agent as soon as practicable after any request by it an official receipt of the payment of any Taxes so deducted.
12.4 If the date on which a payment is due to be made hereunder is not a Banking Day, such date of payment shall be the first following Banking Day unless payment would thereby be made in a new calendar month, in which case the payment shall be made on the preceding Banking Day.
12.5 Interest and any other payments hereunder of an annual nature shall accrue from day to day and be calculated on the actual number of days elapsed on the basis of a 360 days year.
12.6 If any amount of Principal is for any reason repaid on a day other than a Repayment Date, the Borrower shall pay to the Agent on demand such amount as may be necessary to compensate the Agent and the Banks for any loss, premium or penalty incurred by them in respect of the liquidation or reemployment of funds borrowed for the purpose of maintaining the amount repaid.
12.7 The Borrower shall promptly, on demand by a Bank, pay to that Bank the amount of any increased cost relating to this Loan Agreement incurred by it as a result of:
(a) any change in, or any change in the interpretation or application by any competent authority of, any relevant law or regulation after the date of this Loan Agreement; or
(b) compliance with any regulation made by a competent authority of the jurisdiction in which it is incorporated and/or in which its principal office is located after the date of this Loan Agreement, including any law or regulation relating to taxation (save for tax on overall net income and to the extent such increased cost is attributable to a Tax deduction or withholding required by law to be made by the Borrower or compensated for by Clause 12.3), or reserve asset, special deposit, cash ratio, liquidity or capital adequacy requirements or any other form of banking or monetary control.
12.8 In this Loan Agreement, "increased cost" means:
(a) an additional cost incurred by a Bank as a result of the Bank having entered into, or performing, maintaining or funding its obligations under this Loan Agreement save for an increase in general administration cost of such Bank;
(b) a reduction in any amount payable to a Bank or the effective return to a Bank on its capital which would not have occurred had that Bank not entered into this Loan Agreement; or
(c) the amount of any payment made by a Bank, or the amount of any interest or other return foregone by a Bank, calculated by reference to any amounts received or receivable by that Bank from the Agent or the Borrower under this Loan Agreement, all as certified by the relevant Bank, such certificate to set out in reasonable detail the circumstances giving rise to the claim for payment of increased costs and the calculations of the amount claimed and shall be conclusive evidence, save for manifest error, of the amount due from the Borrower.
Appears in 1 contract
Sources: Credit Facility Agreement (Trico Marine Services Inc)