Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency Loan made by such Lender or any Letter of Credit or participation therein, or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income or capital stock of such Lender by the jurisdiction in which such Lender has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Lender (or any lending office of such Lender) or the Issuing Bank, or shall impose on such Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement or any Eurocurrency Loan made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurocurrency Loan or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender to be material, then Holdings shall (or shall cause the Borrowers to) pay to such Lender or the Issuing Bank upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank for such additional costs incurred or reduction suffered. (b) If any Lender or the Issuing Bank shall have determined that any change after the date hereof in the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basel Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or any Lender's or the Issuing Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's capital or on the capital of such Lender's or the Issuing Bank's holding company, if any, as a consequence of this Agreement or the Loans or Letters of Credit or participations therein made by such Lender or the Issuing Bank pursuant hereto to a level below that which such Lender, the Issuing Bank or such Lender's or the Issuing Bank's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's and the Issuing Bank's policies and the policies of such Lender's and the Issuing Bank's holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time Holdings shall (or shall cause the responsible Borrower to) pay to such Lender or the Issuing Bank such additional amount or amounts as will compensate such Lender, the Issuing Bank or such Lender's or the Issuing Bank's holding company for any such reduction suffered. (c) A certificate of a Lender or the Issuing Bank setting forth such amount or amounts as shall be necessary to compensate such Lender or the Issuing Bank as specified in paragraph (a) or (b) above, as the case may be, shall be delivered to Holdings and shall be conclusive absent manifest error. Holdings shall (or shall cause the responsible Borrower to) pay each Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after the receipt of the same. (d) Except as provided below in this paragraph (d), failure on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's or the Issuing Bank's right to demand compensation with respect to such period or any other period. The protection of this Section shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed. Neither the Issuing Bank nor any Lender shall be entitled to compensation under this Section 2.13 for any costs incurred or reductions suffered with respect to any date unless it shall have notified Holdings that it will demand compensation for such costs or reductions not more than 90 days after the later of (i) such date and (ii) the date on which it shall have become aware of such costs or reductions.
Appears in 3 contracts
Sources: Credit Agreement (Sothebys Holdings Inc), Credit Agreement (Sothebys Holdings Inc), Credit Agreement (Sothebys Holdings Inc)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement any change Change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof Law shall:
(whether or not having the force of lawi) shall change the basis of taxation of payments to any Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency Loan made by such Lender or any Letter of Credit or participation therein, or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income or capital stock of such Lender by the jurisdiction in which such Lender has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of of, or credit extended by such any Lender or Issuer, or
(or any lending office of such Lenderii) or the Issuing Bank, or shall impose on such any Lender or the Issuing Bank Issuer or the London interbank market any other condition affecting this Agreement or any Eurocurrency Loan Eurodollar Loans made by such Lender or any Letter of Credit or participation thereintherein (except, in the case of both clause (i) and this clause (ii), any such reserve requirement which is reflected in the Adjusted LIBO Rate), and, such Change in Law becomes effective after the date hereof and the result of any of the foregoing shall be to increase the cost to such Lender or such Issuer of making or maintaining any Eurocurrency Eurodollar Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or the Issuing Bank such Issuer of participating in, issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or such Issuer hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by such Lender or such Issuer to be material, then Holdings shall (or shall cause the Borrowers to) Borrower will pay to such Lender or such Issuer, as the Issuing Bank upon demand case may be, such additional amount or amounts as will compensate such Lender or such Issuer, as the Issuing Bank case may be, for such additional costs incurred or reduction suffered.
(b. This Section 2.14(a) If any Lender or the Issuing Bank shall have determined that any change after the date hereof in the applicability of any lawnot apply to Taxes, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basel Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or any Lender's or the Issuing Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's capital or on the capital of such Lender's or the Issuing Bank's holding company, if any, as a consequence of this Agreement or the Loans or Letters of Credit or participations therein made by such Lender or the Issuing Bank pursuant hereto to a level below that which such Lender, the Issuing Bank or such Lender's or the Issuing Bank's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's and the Issuing Bank's policies and the policies of such Lender's and the Issuing Bank's holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time Holdings shall (or shall cause the responsible Borrower to) pay to such Lender or the Issuing Bank such additional amount or amounts as will compensate such Lender, the Issuing Bank or such Lender's or the Issuing Bank's holding company for any such reduction suffered.
(c) A certificate of a Lender or the Issuing Bank setting forth such amount or amounts as shall be necessary to compensate such Lender or the Issuing Bank as specified in paragraph (a) or (b) above, as the case may be, shall be delivered to Holdings governed by Section 2.19 and shall be conclusive absent manifest error. Holdings shall (or shall cause the responsible Borrower to) pay each Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after the receipt of the samerelated definitions.
(d) Except as provided below in this paragraph (d), failure on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's or the Issuing Bank's right to demand compensation with respect to such period or any other period. The protection of this Section shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed. Neither the Issuing Bank nor any Lender shall be entitled to compensation under this Section 2.13 for any costs incurred or reductions suffered with respect to any date unless it shall have notified Holdings that it will demand compensation for such costs or reductions not more than 90 days after the later of (i) such date and (ii) the date on which it shall have become aware of such costs or reductions.
Appears in 3 contracts
Sources: Credit Agreement (Enexus Energy CORP), Credit Agreement (Entergy Corp /De/), Credit Agreement (Enexus Energy CORP)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement any change Change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency Loan made by such Lender or any Letter of Credit or participation therein, or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income or capital stock of such Lender by the jurisdiction in which such Lender has its principal office or by any political subdivision or taxing authority therein), or Law shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such any Lender (or except any lending office of such Lender) reserve requirement which is reflected in the Adjusted LIBO Rate), shall subject any Lender or the Issuing BankAdministrative Agent to any Taxes (other than (i) Indemnified Taxes imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (ii) Excluded Taxes) on its Loans, Commitments or other obligations or its deposits, reserves, other liabilities or capital attributable thereto or shall impose on such Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement or any Eurocurrency Loan Eurodollar Loans made by such Lender or any Letter of Credit or participation thereinLender, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurocurrency Eurodollar Loan or to increase the cost to such any Lender or the Issuing Bank of participating in, issuing purchasing or maintaining any Letter of Credit a participation therein or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender to be material, then Holdings shall (or shall cause the Borrowers to) Borrower will pay to such Lender or the Issuing Bank upon demand from time to time such additional amount or amounts as will compensate such Lender or the Issuing Bank for such additional costs incurred or reduction suffered.
(b) If any Lender or the Issuing Bank shall have determined that any change after the date hereof Change in the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basel Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or any Lender's or the Issuing Bank's holding company with any request or directive Law regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, liquidity has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's ’s capital or on the capital of such Lender's or the Issuing Bank's ’s holding company, if any, as a consequence of this Agreement or the Loans or Letters of Credit or participations therein made by such Lender or the Issuing Bank pursuant hereto to a level below that which such Lender, the Issuing Bank Lender or such Lender's or the Issuing Bank's ’s holding company could have achieved but for such applicability, adoption, change or compliance Change in Law (taking into consideration such Lender's and the Issuing Bank's ’s policies and the policies of such Lender's and the Issuing Bank's ’s holding company with respect to capital adequacyadequacy or liquidity) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time Holdings the Borrower shall (or shall cause the responsible Borrower to) pay to such Lender or Lender, as the Issuing Bank case may be, such additional amount or amounts as will compensate such Lender, the Issuing Bank Lender or such Lender's or the Issuing Bank's ’s holding company for any such reduction suffered.
(c) A certificate of a Lender or the Issuing Bank setting forth such the amount or amounts as shall be necessary to compensate such Lender or the Issuing Bank its holding company, as applicable, as specified in paragraph (a) or (b) above, as the case may be, above shall be delivered to Holdings the Borrower and shall be conclusive absent manifest error. Holdings The Borrower shall (or shall cause the responsible Borrower to) pay each such Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 30 days after the its receipt of the same.
(d) Except as provided below in this paragraph (d), failure Failure or delay on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's or the Issuing Bank's ’s right to demand compensation such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender under paragraph (a) or (b) above with respect to increased costs or reductions with respect to any period prior to the date that is 180 days prior to such period request if such Lender knew or could reasonably have been expected to know of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such increased costs or reductions; provided, further, that the foregoing limitation shall not apply to any other increased costs or reductions arising out of the retroactive application of any Change in Law within such 180-day period. The protection of this Section 2.14 shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which Change in Law that shall have occurred or been imposed. Neither the Issuing Bank nor any Lender shall be entitled to compensation under this Section 2.13 for any costs incurred or reductions suffered with respect to any date unless it shall have notified Holdings that it will demand compensation for such costs or reductions not more than 90 days after the later of (i) such date and (ii) the date on which it shall have become aware of such costs or reductions.
Appears in 3 contracts
Sources: Term Loan Credit Agreement (Pyxus International, Inc.), Term Loan Credit Agreement (Pyxus International, Inc.), Credit Agreement (Pyxus International, Inc.)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement any change Change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof Law shall:
(whether or not having the force of lawi) shall change the basis of taxation of payments to any Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency Loan made by such Lender or any Letter of Credit or participation therein, or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income or capital stock of such Lender by the jurisdiction in which such Lender has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of of, or credit extended by such Lender (or by, any lending office of such Lender) , the Administrative Agent or the Issuing Bank, or shall Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate) or
(ii) impose on such Lender any Lender, the Administrative Agent or the Issuing Bank or the London interbank market any other condition affecting this Agreement or any Eurocurrency Loan Eurodollar Loans made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender or the Issuing Bank of making or maintaining any Eurocurrency Eurodollar Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender any Lender, the Administrative Agent or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender Lender, the Administrative Agent or the Issuing Bank to be material, then Holdings shall (or shall cause the Borrowers to) Borrower will pay to such Lender Lender, the Administrative Agent or the Issuing Bank Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank Bank, as the case may be, for such additional costs incurred or reduction suffered.
(b) If any Lender Lender, the Administrative Agent or the Issuing Bank shall have determined that any change after the date hereof Change in the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basel Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or any Lender's or the Issuing Bank's holding company with any request or directive Law regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's ’s, the Administrative Agent’s or the Issuing Bank's ’s capital or on the capital of such Lender's ’s, the Administrative Agent’s or the Issuing Bank's ’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit or participations therein made by purchased by, such Lender or the Letters of Credit issued by the Issuing Bank pursuant hereto to a level below that which such Lender, the Administrative Agent or the Issuing Bank or such Lender's ’s, the Administrative Agent’s or the Issuing Bank's ’s holding company could have achieved but for such applicability, adoption, change or compliance Change in Law (taking into consideration such Lender's and ’s, the Administrative Agent’s or the Issuing Bank's ’s policies and the policies of such Lender's and ’s, the Administrative Agent’s or the Issuing Bank's ’s holding company with respect to capital adequacy) by an amount deemed by such Lender Lender, the Administrative Agent or the Issuing Bank to be material, then from time to time Holdings the Borrower shall (or shall cause the responsible Borrower to) pay to such Lender Lender, the Administrative Agent or the Issuing Bank Bank, as the case may be, such additional amount or amounts as will compensate such Lender, the Administrative Agent or the Issuing Bank or such Lender's ’s, the Administrative Agent’s or the Issuing Bank's ’s holding company for any such reduction suffered.
(c) A certificate of a Lender Lender, the Administrative Agent or the Issuing Bank setting forth such the amount or amounts as shall be necessary to compensate such Lender Lender, the Administrative Agent or the Issuing Bank or its holding company, as applicable, as specified in paragraph (a) or (b) above, as the case may be, of this Section shall be delivered to Holdings the Borrower and shall be conclusive absent manifest error. Holdings The Borrower shall (or shall cause pay such Lender, the responsible Borrower to) pay each Lender Administrative Agent or the Issuing Bank Bank, as the case may be, the amount or amounts shown as due on any such certificate delivered by it within 10 days after the its receipt of the same.
(d) Except as provided below in this paragraph (d), failure Failure or delay on the part of any Lender Lender, the Administrative Agent or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect pursuant to any period this Section shall not constitute a waiver of such Lender's ’s, the Administrative Agent’s or the Issuing Bank's ’s right to demand compensation such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender, the Administrative Agent or the Issuing Bank under paragraph (a) or (b) above for increased costs or reductions with respect to any period prior to the date that is 270 days prior to such period request if such Lender, the Administrative Agent or the Issuing Bank knew or could reasonably have been expected to know of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any other increased costs or reductions arising out of the retroactive application of any Change in Law within such 270-day period. The protection of this Section shall be available to each Lender Lender, the Administrative Agent and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which Change in Law that shall have occurred or been imposed. Neither the Issuing Bank nor any Lender shall be entitled to compensation under this Section 2.13 for any costs incurred or reductions suffered with respect to any date unless it shall have notified Holdings that it will demand compensation for such costs or reductions not more than 90 days after the later of (i) such date and (ii) the date on which it shall have become aware of such costs or reductions.
Appears in 2 contracts
Sources: Credit Agreement (True Temper Sports PRC Holdings Inc), Credit Agreement (True Temper Sports Inc)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement any change Change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof Law shall:
(whether or not having the force of lawi) shall change the basis of taxation of payments to any Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency Loan made by such Lender or any Letter of Credit or participation therein, or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income or capital stock of such Lender by the jurisdiction in which such Lender has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of of, or credit extended by such Lender (or any lending office of such Lender) or by, the Issuing Bank, or shall or
(ii) impose on such Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement or any Eurocurrency Loan made by such Lender or any Letter of Credit or participation thereinCredit, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurocurrency Loan or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender the Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by such Lender the Issuing Bank to be material, then Holdings shall (or shall cause the Borrowers to) Account Party will pay to such Lender or the Issuing Bank promptly upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank for such additional costs incurred or reduction suffered.
(b) If any Lender or the Issuing Bank shall have determined that any change after the date hereof Change in the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basel Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or any Lender's or the Issuing Bank's holding company with any request or directive Law regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's ’s capital or on the capital of such Lender's or the Issuing Bank's ’s holding company, if any, as a consequence of this Agreement or the Loans or Letters of Credit or participations therein made issued by such Lender or the Issuing Bank pursuant hereto to a level below that which such Lender, the Issuing Bank or such Lender's or the Issuing Bank's ’s holding company could have achieved but for such applicability, adoption, change or compliance Change in Law (taking into consideration such Lender's and the Issuing Bank's ’s policies and the policies of such Lender's and the Issuing Bank's ’s holding company with respect to capital adequacy) by an amount reasonably deemed by such Lender or the Issuing Bank to be material, then from time to time Holdings the Account Party shall (or shall cause the responsible Borrower to) pay to such Lender or the Issuing Bank such additional amount or amounts as will compensate such Lender, the Issuing Bank or such Lender's or the Issuing Bank's ’s holding company for any such reduction suffered.
(c) A certificate of a Lender or the Issuing Bank setting forth such the amount or amounts as shall reasonably determined by such Person to be necessary to compensate such Lender or the Issuing Bank or its holding company, as applicable, as specified in paragraph (a) or (b) aboveof this Section, the calculations and criteria applied to determine such amount or amounts, and other documentation or information reasonably supporting the conclusions in such certificate, shall be delivered to the Account Party and shall, absent clearly demonstrable error, be final and conclusive and binding. The Account Party shall pay the Issuing Bank, as the case may be, shall be delivered to Holdings and shall be conclusive absent manifest error. Holdings shall (or shall cause the responsible Borrower to) pay each Lender or the Issuing Bank the amount or amounts shown as due on any such certificate delivered by it within 10 days after the its receipt of the same.
(d) Except as provided below in this paragraph (d), failure Failure or delay on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect pursuant to any period this Section shall not constitute a waiver of such Lender's or the Issuing Bank's ’s right to demand compensation such compensation; provided that the Account Party shall not be under any obligation to compensate the Issuing Bank under paragraph (a) or (b) above for increased costs or reductions with respect to any period prior to the date that is 270 days prior to such period request; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any other Change in Law within such 270-day period. The protection of this Section shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which Change in Law that shall have occurred or been imposed. Neither the Issuing Bank nor any Lender shall be entitled to compensation under this Section 2.13 for any costs incurred or reductions suffered with respect to any date unless it shall have notified Holdings that it will demand compensation for such costs or reductions not more than 90 days after the later of (i) such date and (ii) the date on which it shall have become aware of such costs or reductions.
Appears in 2 contracts
Sources: Letter of Credit and Reimbursement Agreement (NRG Energy, Inc.), Letter of Credit and Reimbursement Agreement (NRG Energy, Inc.)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency Eurodollar Loan or Fixed Rate Loan made by such Lender or any Letter of Credit or participation therein, Bank or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income or capital stock of such Lender Bank by the jurisdiction in which such Lender Bank has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Lender (or any lending office of such Lender) or the Issuing Bank, or shall impose on such Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement or any Eurocurrency Eurodollar Loan or Fixed Rate Loan made by such Lender or any Letter of Credit or participation thereinBank, and the result of any of the foregoing shall be to increase the cost to such Lender Bank of making or maintaining any Eurocurrency Eurodollar Loan or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit Fixed Rate Loan or to reduce the amount of any sum received or receivable by such Lender Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender Bank to be material, then Holdings shall (or shall cause the Borrowers to) Borrower will pay to such Lender or the Issuing Bank upon within 30 days of demand such additional amount or amounts as will compensate such Lender or the Issuing Bank for such additional costs incurred or reduction suffered. Notwithstanding the foregoing, no Bank shall be entitled to request compensation under this paragraph with respect to any Competitive Loan if it shall have been aware of the change giving rise to such request at the time of submission of the Competitive Bid pursuant to which such Competitive Loan shall have been made.
(b) If any Lender or the Issuing Bank shall have determined that any change the adoption after the date hereof in the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basel Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacyadequacy or liquidity, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender Bank (or any lending office of such LenderBank) or any Lender's or the Issuing Bank's ’s holding company with any request or directive regarding capital adequacy or liquidity (whether or not having the force focus of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's ’s capital or on the capital of such Lender's or the Issuing Bank's ’s holding company, if any, as a consequence of this Agreement or the Loans or Letters of Credit or participations therein made by such Lender or the Issuing Bank pursuant hereto to a level below that which such Lender, the Issuing Bank or such Lender's or the Issuing Bank's ’s holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's and the Issuing Bank's ’s policies and the policies of such Lender's and the Issuing Bank's ’s holding company with respect to capital adequacyadequacy or liquidity) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time Holdings the Borrower shall (or shall cause the responsible Borrower to) pay to such Lender or the Issuing Bank such additional amount or amounts as will compensate such Lender, the Issuing Bank or such Lender's or the Issuing Bank's ’s holding company for any such reduction suffered.
(c) Notwithstanding anything herein to the contrary, (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 in each case be deemed to be a change in applicable law, regardless of the date enacted, adopted, issued or implemented.
(d) Notwithstanding any other provision of this Section 2.15, no Bank shall demand compensation for any increased cost or reduction referred to in paragraph (a), (b), or (c) above if it shall not at the time be the general policy or practice of such Bank to demand such compensation in similar circumstances under comparable provisions of other credit agreements, if any.
(e) A certificate of a Lender or the Issuing Bank setting forth (i) such amount or amounts as shall be necessary to compensate such Lender or the Issuing Bank as specified in paragraph (a) ), (b), or (bc) above, as the case may be, and (ii) in reasonable detail the basis of the calculation of such amount or amounts shall be delivered to Holdings the Borrower and shall be conclusive absent manifest error. Holdings The Borrower shall (or shall cause the responsible Borrower to) pay each Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 30 days after the receipt of the same. If any Bank subsequently receives a refund of any such amount paid by the Borrower it shall remit such refund to the Borrower.
(df) Except as provided below in this paragraph (d), failure Failure on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's or the Issuing Bank's ’s right to demand compensation with respect to such period or any other period; provided that if any Bank fails to make such demand within 90 days after it obtains knowledge of the event giving rise to the demand such Bank shall, with respect to amounts payable pursuant to this Section 2.15 resulting from such event, only be entitled to payment under this Section 2.15 for such costs incurred or reduction in amounts or return on capital from and after the date 90 days prior to the date that such Bank does make such demand. The protection of this Section shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed. Neither the Issuing Bank nor any Lender shall be entitled to compensation under this Section 2.13 for any costs incurred or reductions suffered with respect to any date unless it shall have notified Holdings that it will demand compensation for such costs or reductions not more than 90 days after the later of (i) such date and (ii) the date on which it shall have become aware of such costs or reductions.
Appears in 2 contracts
Sources: Five Year Competitive Advance and Revolving Credit Facility Agreement (Scripps Networks Interactive, Inc.), Five Year Competitive Advance and Revolving Credit Facility Agreement (Scripps Networks Interactive, Inc.)
Reserve Requirements; Change in Circumstances. (a) It is understood that the cost to the Lender of making or maintaining any of the Eurodollar Loans may fluctuate as a result of the applicability of reserve requirements imposed by the Board at the ratios provided for in Regulation D. The Borrower agrees to pay to the Lender from time to time, as provided in paragraph (b) below, such amounts as shall be necessary to compensate the Lender for the portion of the cost of making or maintaining Eurodollar Loans resulting from any such reserve requirements provided for in Regulation D as in effect on the date thereof, it being understood that the rates of interest applicable to Eurodollar Loans have been determined on the assumption that no such reserve requirements exist or will exist and that such rates do not reflect costs imposed on the Lender in connection with such reserve requirements. It is agreed that for purposes of this paragraph (a) the Eurodollar Loans made hereunder shall be deemed to constitute Eurocurrency Liabilities as defined in Regulation D and to be subject to the reserve requirements of Regulation D without the benefit of or credit for proration, exemptions or offsets which might otherwise be available to the Lender from time to time under Regulation D.
(b) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall (x) subject the Lender to any tax of any kind whatsoever with respect to this Agreement or any Eurodollar Loan made by it, or change the basis of taxation of payments to any the Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency Loan made by such Lender or any Letter of Credit or participation therein, or any Fees or other amounts payable hereunder in respect thereof (other than changes in respect of (A) taxes imposed on the overall net income or capital stock of such Lender with respect to any payment made by the jurisdiction in which such Lender has its principal office Borrower under any Loan Document, including Taxes covered by Section 2.14, and (B) Other Connection Taxes on gross or by any political subdivision net income, profits or taxing authority thereinrevenue (including value-added or similar taxes)), or shall (y) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Lender (or any lending office of such the Lender) or the Issuing Bank, or shall impose on such the Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement or any Eurocurrency Eurodollar Loan made by such the Lender or any Letter of Credit or participation thereinhereunder, and the result of any of the foregoing in clause (x) or (y) shall be to increase the cost to such the Lender of making or maintaining any Eurocurrency Eurodollar Loan or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such the Lender hereunder (whether of principal, interest or otherwise) in respect thereof by an amount deemed by such the Lender to be material, then Holdings shall (or shall cause the Borrowers to) Borrower will pay to such the Lender or the Issuing Bank upon demand such additional amount or amounts as will compensate such the Lender or the Issuing Bank for such additional costs actually incurred or reduction actually suffered.
(bc) If any after the date hereof the Lender or the Issuing Bank shall have determined that any change after the date hereof in the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basel Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other generally applicable law, rule, regulation or guideline regarding capital adequacyadequacy or liquidity, or any change in any of the foregoing or in the interpretation interpretation, applicability or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any the Lender (or any lending office of such the Lender) or any the Lender's or the Issuing Bank's ’s holding company with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such the Lender's or the Issuing Bank's ’s capital or on the capital of such the Lender's or the Issuing Bank's ’s holding company, if any, as a consequence of this Agreement or Agreement, the Loans or Letters of Credit or participations therein made by such the Lender or the Issuing Bank pursuant hereto to a level below that which such Lender, the Issuing Bank or such Lender's Lender or the Issuing Bank's Lender’s holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such the Lender's and the Issuing Bank's ’s policies and the policies of such the Lender's and the Issuing Bank's ’s holding company with respect to capital adequacyadequacy or liquidity) by an amount deemed by such the Lender or the Issuing Bank to be material, then from time to time Holdings time, the Borrower shall (or shall cause the responsible Borrower to) pay to such the Lender or the Issuing Bank such additional amount or amounts as will compensate such Lender, the Issuing Bank or such Lender's Lender or the Issuing Bank's Lender’s holding company for any such reduction suffered.
(cd) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives concerning capital adequacy or liquidity 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 in each case be deemed to be a change in law, regardless of the date enacted, adopted, issued or implemented.
(e) A certificate of a the Lender or the Issuing Bank setting forth a reasonably detailed explanation of such amount or amounts as shall be necessary to compensate such the Lender (or the Issuing Bank participating banks or other entities pursuant to Section 9.04) as specified in paragraph (a), (b) or (bc) above, as the case may be, shall be delivered to Holdings the Borrower and shall be conclusive absent manifest error. Holdings The Borrower shall (or shall cause pay the responsible Borrower to) pay each Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after the receipt of the same.
(df) Except as provided below in this paragraph (d), failure Failure on the part of any the Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such the Lender's or the Issuing Bank's ’s right to demand compensation with respect to such period or any other period. The protection ; provided that the Borrower shall not be required to compensate the Lender pursuant to this Section 2.10 for any increased costs or reductions incurred more than 180 days prior to the date that the Lender notifies the Borrower of such increased costs or reductions in accordance with paragraph (e) above and of the Lender’s intention to claim compensation thereof; provided further that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.
(g) Notwithstanding any other provision of this Section shall be available to each Lender and 2.10, the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed. Neither the Issuing Bank nor any Lender shall be entitled to compensation under this Section 2.13 for any costs incurred or reductions suffered with respect to any date unless it shall have notified Holdings that it will not demand compensation for such any increased costs or reductions not more than 90 days after the later of (i) such date and (ii) the date on which reduction referred to above if it shall have become aware not be the general policy or practice of the Lender to demand such costs or reductionscompensation in similar circumstances under comparable provisions of other credit agreements, if any (it being understood that this sentence shall not in any way limit the discretion of the Lender to waive the right to demand such compensation in any given case).
Appears in 2 contracts
Sources: Term Loan Agreement, Term Loan Agreement (Weyerhaeuser Co)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement any change Change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof Law shall (whether or not having the force of lawi) shall change the basis of taxation of payments to any Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency Loan made by such Lender or any Letter of Credit or participation therein, or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income or capital stock of such Lender by the jurisdiction in which such Lender has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such any Lender (or except any lending office such reserve requirement which is reflected in the Adjusted LIBO Rate); (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of such Lenderthe definition of Excluded Taxes and (C) or the Issuing BankConnection Income Taxes) on its loans, loan principal, letters of credit, commitments, or shall other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on such Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement or any Eurocurrency Loan Eurodollar Loans made by such Lender or any Letter of Credit or participation thereinLender, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurocurrency Eurodollar Loan or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender to be material, then Holdings shall (or shall cause the Borrowers to) Borrower will pay to such Lender or the Issuing Bank Lender, upon demand demand, such additional amount or amounts as will compensate such Lender or the Issuing Bank for such additional costs incurred or reduction suffered.
(b) If any Lender or the Issuing Bank shall have determined that any change after the date hereof Change in the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basel Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or any Lender's or the Issuing Bank's holding company with any request or directive Law regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's ’s capital or on the capital of such Lender's or the Issuing Bank's ’s holding company, if any, as a consequence of this Agreement or the Loans or Letters of Credit or participations therein made by such Lender or the Issuing Bank pursuant hereto to a level below that which such Lender, the Issuing Bank Lender or such Lender's or the Issuing Bank's ’s holding company could have achieved but for such applicability, adoption, change or compliance Change in Law (taking into consideration such Lender's and the Issuing Bank's ’s policies and the policies of such Lender's and the Issuing Bank's ’s holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time Holdings the Borrower shall (or shall cause the responsible Borrower to) pay to such Lender or the Issuing Bank Lender, upon demand, such additional amount or amounts as will compensate such Lender, the Issuing Bank Lender or such Lender's or the Issuing Bank's ’s holding company for any such reduction suffered.
(c) A certificate of a Lender or the Issuing Bank setting forth such the amount or amounts as shall be necessary to compensate such Lender or the Issuing Bank its holding company, as applicable, as specified in paragraph (a) or (b) above, as the case may be, above shall be delivered to Holdings the Borrower and shall be conclusive absent manifest error. Holdings The Borrower shall (or shall cause the responsible Borrower to) pay each such Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after the its receipt of the same.
(d) Except as provided below in this paragraph (d), failure Failure or delay on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's or the Issuing Bank's ’s right to demand compensation such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender under paragraph (a) or (b) above with respect to increased costs or reductions with respect to any period prior to the date that is 120 days prior to such period request if such Lender knew or could reasonably have been expected to know of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any other increased costs or reductions arising out of the retroactive application of any Change in Law within such 120-day period. The protection of this Section shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which Change in Law that shall have occurred or been imposed. Neither the Issuing Bank nor any Lender shall be entitled to compensation under this Section 2.13 for any costs incurred or reductions suffered with respect to any date unless it shall have notified Holdings that it will demand compensation for such costs or reductions not more than 90 days after the later of (i) such date and (ii) the date on which it shall have become aware of such costs or reductions.
Appears in 2 contracts
Sources: Term Loan Agreement (Sportsman's Warehouse Holdings, Inc.), Credit Agreement (Sportsman's Warehouse Holdings, Inc.)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency Loan made by such Lender or any Letter of Credit or participation therein, or any Fees or other amounts payable hereunder (other than except for changes in respect of taxes imposed on the overall net income or capital stock of such Lender or its lending office imposed by the jurisdiction in which such Lender has its Lender's principal executive office or by any political subdivision or taxing authority thereinlending office is located), or shall imposeresult in the imposition, modify modification or deem applicable applicability of any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Lender (or any lending office of such Lender) or the Issuing Bank, or shall impose result in the imposition on such any Lender or the Issuing Bank or the London interbank market of any other condition affecting this Agreement Agreement, such Lender's Commitment or any Eurocurrency Eurodollar Loan or Fixed Rate Loan made by such Lender or any Letter of Credit or participation thereinLender, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurocurrency Eurodollar Loan or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit Fixed Rate Loan or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender to be material, then Holdings shall (or shall cause the applicable Borrower or, if the foregoing circumstances do not relate to a particular Borrowing, the Borrowers to) shall, upon receipt of the notice and certificate provided for in Section 2.12(c), promptly pay to such Lender or the Issuing Bank upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank for such additional costs incurred or reduction suffered.
(b) If any Lender or . Notwithstanding the Issuing Bank shall have determined that any change after the date hereof in the applicability of any lawforegoing, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basel Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or any Lender's or the Issuing Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's capital or on the capital of such Lender's or the Issuing Bank's holding company, if any, as a consequence of this Agreement or the Loans or Letters of Credit or participations therein made by such Lender or the Issuing Bank pursuant hereto to a level below that which such Lender, the Issuing Bank or such Lender's or the Issuing Bank's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's and the Issuing Bank's policies and the policies of such Lender's and the Issuing Bank's holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time Holdings shall (or shall cause the responsible Borrower to) pay to such Lender or the Issuing Bank such additional amount or amounts as will compensate such Lender, the Issuing Bank or such Lender's or the Issuing Bank's holding company for any such reduction suffered.
(c) A certificate of a Lender or the Issuing Bank setting forth such amount or amounts as shall be necessary to compensate such Lender or the Issuing Bank as specified in paragraph (a) or (b) above, as the case may be, shall be delivered to Holdings and shall be conclusive absent manifest error. Holdings shall (or shall cause the responsible Borrower to) pay each Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after the receipt of the same.
(d) Except as provided below in this paragraph (d), failure on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's or the Issuing Bank's right to demand compensation with respect to such period or any other period. The protection of this Section shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed. Neither the Issuing Bank nor any no Lender shall be entitled to request compensation under this Section 2.13 for any costs incurred or reductions suffered paragraph with respect to any date unless it shall have notified Holdings that it will demand compensation for Competitive Loan if the change giving rise to such costs or reductions not more than 90 days after request was applicable to such Lender at the later time of (i) submission of the Competitive Bid pursuant to which such date and (ii) the date on which it shall have become aware of such costs or reductionsCompetitive Loan was made.
Appears in 2 contracts
Sources: Credit Facility Agreement (Texas Utilities Co /Tx/), Credit Facility Agreement (Tu Acquisitions PLC)
Reserve Requirements; Change in Circumstances. (a) It is understood that the cost to each Lender (including the Administrative Agent, any Swing Line Bank and any Fronting Bank) of making or maintaining any of the Eurodollar Loans or Letters of Credit may fluctuate as a result of the applicability of reserve requirements imposed by the Board at the ratios provided for in Regulation D. Each Borrower agrees to pay to each of such Lenders from time to time, as provided in paragraph (d) below, such amounts as shall be necessary to compensate such Lender for the portion of the cost of making or maintaining Eurodollar Loans to such Borrower (or issuing Letters of Credit for the account of Weyerhaeuser) resulting from any such reserve requirements provided for in Regulation D as in effect on the date thereof, it being understood that the rates of interest applicable to Eurodollar Loans have been determined on the assumption that no such reserve requirements exist or will exist and that such rates do not reflect costs imposed on the Lenders in connection with such reserve requirements. It is agreed that for purposes of this paragraph (a) the Eurodollar Loans made hereunder shall be deemed to constitute Eurocurrency Liabilities as defined in Regulation D and to be subject to the reserve requirements of Regulation D without the benefit of or credit for proration, exemptions or offsets which might otherwise be available to the Lenders from time to time under Regulation D.
(b) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of any payments to any Lender (or including the Administrative Agent, any lending office of Swing Line Bank and any LenderFronting Bank) or the Issuing Bank of the principal of or interest on any Eurocurrency Eurodollar Loan or Fixed Rate Loan made by such Lender or Lender, of any Letter payments related to the Letters of Credit or participation therein, or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income or capital stock of such Lender by the jurisdiction in which such Lender has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Lender (or any lending office of such Lender) or the Issuing Bank, or shall impose on such Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement Agreement, any Eurodollar Loan or any Eurocurrency Fixed Rate Loan made by such Lender or any Letter of Credit or participation thereinissued by any Fronting Bank hereunder, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurocurrency Eurodollar Loan or to increase the cost to such Lender Fixed Rate Loan (or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit Credit) or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) in respect thereof by an amount deemed by such Lender to be material, then Holdings shall (or shall cause the Borrowers to) applicable Borrower will pay to such Lender or the Issuing Bank upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank for such additional costs actually incurred or reduction actually suffered.
(bc) If after the date hereof any Lender or (including the Issuing Bank Administrative Agent, the Swing Line Banks and any Fronting Bank) shall have determined that any change after the date hereof in the general applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basel Basle Committee on Banking Regulations and Supervisory Practices entitled "“International Convergence of Capital Measurement and Capital Standards", ,” or the adoption after the date hereof of any other generally applicable law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or any Lender's or the Issuing Bank's ’s holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's ’s capital or on the capital of such Lender's or the Issuing Bank's ’s holding company, if any, as a consequence of this Agreement or Agreement, the Loans or Letters of Credit or participations therein made by such Lender pursuant hereto (or the Issuing Bank pursuant hereto Letters of Credit issued hereunder) to a level below that which such Lender, the Issuing Bank Lender or such Lender's or the Issuing Bank's ’s holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's and the Issuing Bank's ’s policies and the policies of such Lender's and the Issuing Bank's ’s holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time Holdings time, the applicable Borrower shall (or shall cause the responsible Borrower to) pay to such Lender or the Issuing Bank such additional amount or amounts as will compensate such Lender, the Issuing Bank Lender or such Lender's or the Issuing Bank's ’s holding company for any such reduction suffered.
(cd) A certificate of a Lender or (including the Issuing Bank Administrative Agent, the Swing Line Banks and any Fronting Bank) setting forth a reasonably detailed explanation of such amount or amounts as shall be necessary to compensate such Lender (or the Issuing Bank participating banks or other entities pursuant to Section 9.04) as specified in paragraph (a), (b) or (bc) above, as the case may be, shall be delivered to Holdings the Borrowers and shall be conclusive absent manifest error. Holdings The Borrowers shall (or shall cause the responsible Borrower to) pay each Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after the receipt of the same.
(de) Except as provided below in this paragraph (d), failure Failure on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's or the Issuing Bank's ’s right to demand compensation with respect to such period or any other period. The protection ; provided that the Borrowers shall not be required to compensate a Lender pursuant to this Section 2.11 for any increased costs or reductions incurred more than 180 days prior to the date that such Lender notifies the Borrowers of such increased costs or reductions in accordance with paragraph (d) above and of such Lender’s intention to claim compensation thereof; provided further that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.
(f) Notwithstanding any other provision of this Section shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law2.11, rule, regulation, guideline or other change or condition which shall have occurred or been imposed. Neither the Issuing Bank nor any no Lender shall be entitled to compensation under this Section 2.13 for any costs incurred or reductions suffered with respect to any date unless it shall have notified Holdings that it will demand compensation for such any increased costs or reductions not more than 90 days after the later of (i) such date and (ii) the date on which reduction referred to above if it shall have become aware not be the general policy or practice of such costs or reductionsLender to demand such compensation in similar circumstances under comparable provisions of other credit agreements, if any (it being understood that this sentence shall not in any way limit the discretion of any Lender to waive the right to demand such compensation in any given case).
Appears in 2 contracts
Sources: Competitive Advance and Revolving Credit Facility Agreement (Weyerhaeuser Co), Competitive Advance and Revolving Credit Facility Agreement (Weyerhaeuser Co)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency Eurodollar Loan made by such Lender or any Letter of Credit or participation therein, or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income or capital stock of such Lender or such Issuing Bank by the jurisdiction in which such Lender or such Issuing Bank has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such any Lender (or any lending office of Issuing Bank (except any such Lenderreserve requirement which is reflected in the Adjusted LIBO Rate) or the Issuing Bank, or shall impose on such Lender or the such Issuing Bank or the London interbank market any other condition affecting this Agreement or any Eurocurrency Loan Eurodollar Loans made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender or such Issuing Bank of making or maintaining any Eurocurrency Eurodollar Loan or to increase the cost to such any Lender or the such Issuing Bank of participating in, issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or such Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or such Issuing Bank to be material, then Holdings shall (or shall cause the Borrowers to) Borrower will pay to such Lender or such Issuing Bank, as the Issuing Bank case may be, upon demand such additional amount or amounts as will compensate such Lender or such Issuing Bank, as the Issuing Bank case may be, for such additional costs incurred or reduction suffered.
(b) If any Lender or the any Issuing Bank shall have determined that any change after the date hereof in the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basel Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation regulation, agreement or guideline regarding capital adequacy, or any change after the date hereof in any of the foregoing such law, rule, regulation, agreement or guideline (whether such law, rule, regulation, agreement or guideline has been adopted) or in the interpretation or administration of any of the foregoing thereof by any governmental authority, central bank or comparable agency Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or any Issuing Bank or any Lender's or the any Issuing Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, Governmental Authority has or would have the effect of reducing the rate of return on such Lender's or the such Issuing Bank's capital or on the capital of such Lender's or the such Issuing Bank's holding company, if any, as a consequence of this Agreement or the Loans made or participations in Letters of Credit or participations therein made purchased by such Lender pursuant hereto or the Letters of Credit issued by such Issuing Bank pursuant hereto to a level below that which such Lender, the Lender or such Issuing Bank or such Lender's or the such Issuing Bank's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's and the or such Issuing Bank's policies and the policies of such Lender's and the or such Issuing Bank's holding company with respect to capital adequacy) by an amount deemed by such Lender or the such Issuing Bank to be material, then from time to time Holdings the Borrower shall (or shall cause the responsible Borrower to) pay to such Lender or such Issuing Bank, as the Issuing Bank case may be, such additional amount or amounts as will compensate such Lender, the Lender or such Issuing Bank or such Lender's or the Issuing Bank's holding company for any such reduction suffered.
(c) A certificate of a Lender or the any Issuing Bank setting forth such the amount or amounts as shall be necessary to compensate such Lender or the such Issuing Bank or its holding company, as applicable, as specified in paragraph (a) or (b) above, as the case may be, above shall be delivered to Holdings the Borrower and shall be conclusive absent manifest error. Holdings The Borrower shall (or shall cause the responsible Borrower to) pay each such Lender or the such Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after the its receipt of the same.
(d) Except as provided below in this paragraph (d), failure Failure or delay on the part of any Lender or the any Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's or the such Issuing Bank's right to demand such compensation; provided, however, that any Lender or any Issuing Bank may not demand compensation with respect under this Section 2.14 for any period commencing earlier than 180 days prior to such period or any other perioddemand. The protection of this Section 2.14 shall be available to each Lender and the each Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, agreement, guideline or other change or condition which that shall have occurred or been imposed. Neither the Issuing Bank nor any Lender shall be entitled to compensation under this Section 2.13 for any costs incurred or reductions suffered with respect to any date unless it shall have notified Holdings that it will demand compensation for such costs or reductions not more than 90 days after the later of (i) such date and (ii) the date on which it shall have become aware of such costs or reductions.
Appears in 2 contracts
Sources: Credit Agreement (Oak Industries Inc), Credit Agreement (Oak Industries Inc)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change result in the basis imposition, modification or applicability of taxation of payments to any Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency Loan made by such Lender or any Letter of Credit or participation therein, or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income or capital stock of such Lender by the jurisdiction in which such Lender has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, or deposits with or for the account of or credit extended by such Lender (or any lending office of such Lender) or the Issuing Bank, or shall impose result in the imposition on such Lender or the Issuing Bank or the London interbank market of any other condition affecting this Agreement Agreement, such Lender's Commitment or any Eurocurrency Eurodollar Loan or Fixed Rate Loan made by such Lender or any Letter of Credit or participation thereinLender, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurocurrency Eurodollar Loan or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit Fixed Rate Loan or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender to be material, then Holdings shall (or shall cause the Borrowers to) Borrower will pay to such Lender or the Issuing Bank upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank for such additional costs incurred or reduction suffered. Notwithstanding the foregoing, no Lender shall be entitled to request compensation under this paragraph with respect to any Competitive Loan if the change giving rise to such request was applicable to such Lender at the time of submission of the Competitive Bid pursuant to which such Competitive Loan shall have been made.
(b) If any Lender or the Issuing Bank shall have determined that any change after the date hereof in the applicability of any law, rule, regulation or guideline adopted after the date hereof pursuant to or arising out of the July 1988 report of the Basel Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or any Lender's or the Issuing Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's capital or on the capital of such Lender's or the Issuing Bank's holding company, if any, as a consequence of this Agreement Agreement, such Lender's Commitment or the Loans or Letters of Credit or participations therein made by such Lender or the Issuing Bank pursuant hereto to a level below that which such Lender, the Issuing Bank Lender or such Lender's or the Issuing Bank's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's and the Issuing Bank's policies and the policies of such Lender's and the Issuing Bank's holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time Holdings the Borrower shall (or shall cause the responsible Borrower to) pay to such Lender or the Issuing Bank such additional amount or amounts as will compensate such Lender, the Issuing Bank Lender or such Lender's or the Issuing Bank's holding company for any such reduction suffered. It is acknowledged that this Agreement is being entered into by the Lenders on the understanding that the Lenders will not be required to maintain capital against their Commitments under currently applicable laws, regulations and regulatory guidelines.
(c) A certificate of a the Lender or the Issuing Bank setting forth such amount or amounts (including computation of such amount or amounts) as shall be necessary to compensate such the Lender or the Issuing Bank its holding company as specified in paragraph (a) or (b) above, as the case may be, shall be delivered to Holdings the Borrower and such amount or amounts may be reviewed by the Borrower. Unless the Borrower disagrees in good faith with the computation of the amount or amounts in such certificate, the Borrower shall be conclusive absent manifest error. Holdings shall (or shall cause pay to the responsible Lender, within 10 Business Days after receipt by the Borrower to) pay each Lender or of such certificate delivered by the Issuing Bank Lender, the amount shown as due on any such certificate delivered by it within 10 days certificate. If the Borrower, after the receipt of any such certificate from the sameLender, disagrees with the Lender on the computation of the amount or amounts owed to the Lender pursuant to paragraph (a) or (b) above, the Lender and the Borrower shall negotiate in good faith to promptly resolve such disagreement. In either case, however, the Lender shall have a duty to mitigate the damages that may arise as a consequence of paragraph (a) or (b) above to the extent that such mitigation will not, in the judgment of the Lender, entail any cost or disadvantage to the Lender that the Lender is not reimbursed or compensated for by the Borrower.
(d) Except as provided below in this paragraph (d), failure Failure on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's or the Issuing Bank's right to demand compensation with respect to such period or any other period. The protection of this Section shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed. Neither the Issuing Bank nor any Lender shall be entitled to compensation under this Section 2.13 for any costs incurred or reductions suffered with respect to any date unless it shall have notified Holdings that it will demand compensation for such costs or reductions not more than 90 days after the later of (i) such date and (ii) the date on which it shall have become aware of such costs or reductions.
Appears in 2 contracts
Sources: 364 Day Competitive Advance and Revolving Credit Facility Agreement (At&t Wireless Services Inc), Competitive Advance and Revolving Credit Facility Agreement (At&t Corp)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement any change Change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof Law shall:
(whether or not having the force of lawi) shall change the basis of taxation of payments to any Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency Loan made by such Lender or any Letter of Credit or participation therein, or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income or capital stock of such Lender by the jurisdiction in which such Lender has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of of, or credit extended by such Lender (or by, any lending office of such Lender) or the Issuing Bank, or shall impose on such Lender or the Issuing Bank Administrative Agent (except any such reserve requirement which is reflected in the Adjusted LIBO Rate), or
(ii) impose on any Lender, the Administrative Agent or the London interbank market any other condition affecting this Agreement or any Eurocurrency Loan Eurodollar Term Loans made by such Lender or any Letter of Credit or participation thereinLender, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurocurrency Eurodollar Term Loan (or of maintaining its obligation to increase the cost to make any such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit Term Loan) or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by such Lender or the Administrative Agent to be material, then Holdings shall (or shall cause the Borrowers to) Borrower will pay to such Lender or the Issuing Bank Administrative Agent, as the case may be, upon demand such additional amount or amounts as will compensate such Lender or Lender, as the Issuing Bank case may be, for such additional costs incurred or reduction suffered.
(b) If any Lender or the Issuing Bank Administrative Agent shall have determined that any change after the date hereof Change in the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basel Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or any Lender's or the Issuing Bank's holding company with any request or directive Law regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's ’s or the Issuing Bank's Administrative Agent’s capital or on the capital of such Lender's ’s or the Issuing Bank's Administrative Agent’s holding company, if any, as a consequence of this Agreement or the Term Loans or Letters of Credit or participations therein made by such Lender or the Issuing Bank pursuant hereto to a level below that which such Lender, Lender or the Issuing Bank Administrative Agent or such Lender's ’s or the Issuing Bank's Administrative Agent’s holding company could have achieved but for such applicability, adoption, change or compliance Change in Law (taking into consideration such Lender's and ’s or the Issuing Bank's Administrative Agent’s policies and the policies of such Lender's and ’s or the Issuing Bank's Administrative Agent’s holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank Administrative Agent to be material, then from time to time Holdings the Borrower shall (or shall cause the responsible Borrower to) pay to such Lender or the Issuing Bank Administrative Agent, as the case may be, such additional amount or amounts as will compensate such Lender, Lender or the Issuing Bank Administrative Agent or such Lender's ’s or the Issuing Bank's Administrative Agent’s holding company for any such reduction suffered.
(c) A certificate of a the Lender or the Issuing Bank Administrative Agent setting forth such the amount or amounts as shall be necessary to compensate such Lender or the Issuing Bank Administrative Agent or its holding company, as applicable, as specified in paragraph (a) or (b) above, as of this Section and showing the case may be, basis of the computation shall be delivered to Holdings the Borrower and shall be conclusive absent manifest error. Holdings The Borrower shall (or shall cause the responsible Borrower to) pay each such Lender or the Issuing Bank Administrative Agent, as the case may be, the amount or amounts shown as due on any such certificate delivered by it within 10 days Business Days after the its receipt of the same.
(d) Except as provided below in this paragraph (d), failure Failure or delay on the part of any Lender or the Issuing Bank Administrative Agent to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect pursuant to any period this Section shall not constitute a waiver of such Lender's ’s or the Issuing Bank's Administrative Agent’s right to demand compensation such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or the Administrative Agent under paragraph (a) or (b) above for increased costs or reductions with respect to any period prior to the date that is 180 days prior to such period request if such Lender or the Administrative Agent knew or could reasonably have been expected to know of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any other increased costs or reductions arising out of the retroactive application of any Change in Law within such 180-day period. The protection of this Section shall be available to each Lender and the Issuing Bank Administrative Agent regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which Change in Law that shall have occurred or been imposed. Neither the Issuing Bank nor any Lender shall be entitled to compensation under this Section 2.13 for any costs incurred or reductions suffered with respect to any date unless it shall have notified Holdings that it will demand compensation for such costs or reductions not more than 90 days after the later of (i) such date and (ii) the date on which it shall have become aware of such costs or reductions.
Appears in 2 contracts
Sources: First Lien Credit Agreement (Dynegy Inc /Il/), Second Lien Credit Agreement (Dynegy Inc /Il/)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinherein other than Section 2.14(c), if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency LIBOR Loan made by such Lender or any Letter of Credit or participation therein, or any Fees fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income or capital stock of such Lender by the jurisdiction in which such Lender has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Lender (or except any lending office of such Lender) reserve requirement which is reflected in the LIBO Rate or the Issuing Bank, Base CD Rate) or shall impose on such Lender or the Issuing Bank or the London interbank market or other market in which Lenders ordinarily raise dollars to fund Loans of the requested Type any other condition affecting this Agreement or any Eurocurrency Loan LIBOR Loans made by such Lender or any Letter of Credit or participation thereinLender, and the result of any of the foregoing shall be to increase the cost to such Lender of funding, making or maintaining any Eurocurrency LIBOR Loan or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender to be material, then Holdings shall (Alcoa will pay or shall cause the other Borrowers to) to pay to such Lender or the Issuing Bank upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank for such additional costs incurred or reduction suffered.
(b) If any Lender or the Issuing Bank shall have determined that any change after the date hereof in the applicability of any law, rule, regulation regulation, agreement or guideline adopted after the date of this Agreement pursuant to or arising out of the July 1988 report of the Basel Basle Committee on Banking Regulations and Supervisory Practices entitled "“International Convergence of Capital Measurement and Capital Standards"”, or the adoption after the date hereof of any other law, rule, regulation regulation, agreement or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or any Lender's or the Issuing Bank's ’s holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's ’s capital or on the capital of such Lender's or the Issuing Bank's ’s holding company, if any, as a consequence of this Agreement or the Loans or Letters of Credit or participations therein made by such Lender or the Issuing Bank pursuant hereto to a level below that which such Lender, the Issuing Bank Lender or such Lender's or the Issuing Bank's ’s holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's and the Issuing Bank's ’s policies and the policies of such Lender's and the Issuing Bank's ’s holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time Holdings Alcoa shall (pay or shall cause the responsible Borrower to) other Borrowers to pay to such Lender or the Issuing Bank such additional amount or amounts as will compensate such Lender, the Issuing Bank Lender or such Lender's or the Issuing Bank's ’s holding company for any such reduction suffered.
(c) A certificate of a each Lender or the Issuing Bank setting forth such amount or amounts as shall be necessary to compensate such Lender or the Issuing Bank its holding company as specified in paragraph (a) or (b) above, as the case may be, together with a statement of reasons for such demand and showing the calculation for such amounts shall be delivered to Holdings Alcoa and shall be conclusive absent manifest error. Holdings Alcoa shall (pay or shall cause the responsible Borrower to) pay to be paid to each Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after the its receipt of the same.
(d) Except as provided below in this paragraph (d)paragraph, failure on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's or the Issuing Bank's ’s right to demand compensation with respect to such period or any other period. The protection of this Section 2.12 shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed. Neither the Issuing Bank nor any No Lender shall be entitled to compensation under this Section 2.13 2.12 for any costs incurred or reductions suffered with respect to any date unless it shall have notified Holdings Alcoa that it will demand compensation for such costs or reductions under paragraph (c) above not more than 90 60 days after the later of (i) such date and (ii) the date on which it shall have or reasonably should have become aware of such costs or reductions. In the event a Borrower shall reimburse any Lender pursuant to this Section 2.12 for any cost and the Lender shall subsequently receive a refund in respect thereof, the Lender shall so notify such Borrower and shall pay to such Borrower the portion of such refund which it shall determine in good faith to be allocable to the cost so reimbursed.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Alcoa Inc), Revolving Credit Agreement (Alcoa Inc)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement any change Change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof Law (whether or not having the force of lawi) shall change the basis of taxation of payments to any Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency Loan made by such Lender or any Letter of Credit or participation therein, or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income or capital stock of such Lender by the jurisdiction in which such Lender has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Lender any Lender, (or any lending office of such Lenderii) or the Issuing Bank, or shall impose on such Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement or any Eurocurrency Loan Loans made by such Lender (other than Taxes) or (iii) shall subject any Lender to any Tax of any kind whatsoever with respect to this Agreement or any Letter Loans made by it, or change the basis of Credit taxation of payment to such Lender in respect thereof (except for Indemnified Taxes or participation thereinOther Taxes indemnifiable under Section 2.17 or any Excluded Taxes), and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurocurrency Loan or to increase the cost to such any Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by such Lender to be material, then Holdings shall from time to time as specified in clause (or shall cause c) below, the Borrowers to) Borrower will pay to such Lender or the Issuing Bank upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank for such additional costs incurred or reduction suffered.
(b) If any Lender or the Issuing Bank shall have determined determines that any change after the date hereof Change in the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basel Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Law affecting such Lender (or any lending office of such Lender or such Lender) or any Lender's or the Issuing Bank's ’s holding company with any request or directive company, if any, regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agencyliquidity requirements, has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's ’s capital or on the capital of such Lender's or the Issuing Bank's ’s holding company, if any, as a consequence of this Agreement Agreement, the Commitments of such Lender or the Loans or Letters of Credit or participations therein made by such Lender or the Issuing Bank pursuant hereto to a level below that which such Lender, the Issuing Bank Lender or such Lender's or the Issuing Bank's ’s holding company could have achieved but for such applicability, adoption, change or compliance Change in Law (taking into consideration such Lender's and the Issuing Bank's ’s policies and the policies of such Lender's and the Issuing Bank's ’s holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material), then from time to time Holdings shall as specified in clause (or shall cause c) below, the responsible Borrower to) will pay to such Lender or the Issuing Bank such additional amount or amounts as will compensate such Lender, the Issuing Bank Lender or such Lender's or the Issuing Bank's ’s holding company for any such reduction suffered.
(cb) A certificate of a Lender or the Issuing Bank setting forth such in reasonable detail the calculation of the amount or amounts as shall be (and the basis thereof) necessary to compensate such Lender or the Issuing Bank its holding company, as applicable, as specified in paragraph (a) or (b) above, as the case may be, above shall be delivered to Holdings the Borrower and shall be conclusive absent manifest error. Holdings The Borrower shall (or shall cause the responsible Borrower to) pay each such Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after the its receipt of the same.
(dc) Except as provided below in this paragraph (d), failure Failure or delay on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's or the Issuing Bank's ’s right to demand compensation such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender under paragraph (a) or (b) above with respect to increased costs or reductions with respect to any period prior to the date that is 270 days prior to the date that such period Lender notifies the Borrower of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any other increased costs or reductions arising out of the retroactive application of any Change in Law within such 270-day period. The protection of this Section 2.12(d) shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which Change in Law that shall have occurred or been imposed. Neither the Issuing Bank nor any Lender shall be entitled to compensation under this Section 2.13 for any costs incurred or reductions suffered with respect to any date unless it shall have notified Holdings that it will demand compensation for such costs or reductions not more than 90 days after the later of (i) such date and (ii) the date on which it shall have become aware of such costs or reductions.
Appears in 2 contracts
Sources: First Lien Term Loan Agreement, First Lien Term Loan Agreement
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change result in the basis imposition, modification or applicability of taxation of payments to any Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency Loan made by such Lender or any Letter of Credit or participation therein, or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income or capital stock of such Lender by the jurisdiction in which such Lender has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Lender (or any lending office of such Lender) or the Issuing Bank, or shall impose result in the imposition on such (i) any Lender or the Issuing Bank or the London interbank market of any other condition affecting this Agreement Agreement; (ii) such Lender's Commitment; or (iii) any Eurocurrency Loan or Fixed Rate Loan made by such Lender or any Letter of Credit or participation thereinLender, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurocurrency Loan or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit Fixed Rate Loan or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by such Lender to be material, then Holdings shall (or shall cause the Borrowers to) pay to such Lender or the Issuing Bank upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank for such additional costs incurred or reduction sufferedwill be paid by the Borrowers to such Lender upon demand. Notwithstanding the foregoing, no Lender shall be entitled to request compensation under this paragraph with respect to any Competitive Loan if the change giving rise to such request was applicable to such Lender at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made.
(b) If any Lender or the Issuing Bank shall have determined that any change after the date hereof in the applicability adoption of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basel Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or any Lender's or the Issuing Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on (i) such Lender's or the Issuing Bank's capital or on the capital of such Lender's or the Issuing Bank's holding company, if any, as a consequence of this Agreement Agreement; (ii) such Lender's Commitment; or (iii) the Loans or Letters of Credit or participations therein made by such Lender or the Issuing Bank pursuant hereto to a level below that which such Lender, the Issuing Bank Lender or such Lender's or the Issuing Bank's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's and the Issuing Bank's policies and the policies of such Lender's and the Issuing Bank's holding company with respect to capital adequacy) by an amount reasonably deemed by such Lender or the Issuing Bank to be material, then from time to time Holdings shall (or shall cause the responsible Borrower to) pay to such Lender or the Issuing Bank such additional amount or amounts as will compensate such Lender, Lender for such reduction will be paid by the Issuing Bank or Borrowers to such Lender's or the Issuing Bank's holding company for any such reduction suffered.
(c) A certificate of a any Lender or the Issuing Bank setting forth such amount or amounts as shall be necessary to compensate such Lender or the Issuing Bank its holding company, as applicable, as specified in paragraph (a) or (b) above, as the case may be, shall be delivered to Holdings the Company and shall be conclusive absent manifest error. Holdings The Borrowers shall (or shall cause the responsible Borrower to) pay each such Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after the its receipt of the same.
(d) Except as provided below in this paragraph (d), failure Failure on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's or the Issuing Bank's right to demand compensation with respect to such period or any other period. The protection of this Section shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law; provided, rulehowever, regulation, guideline or other change or condition which shall have occurred or been imposed. Neither the Issuing Bank nor any that no Lender shall be entitled to compensation under this Section 2.13 for any costs incurred or reductions suffered with respect to any date unless it shall have notified Holdings the Company that it will demand compensation for such costs or reductions under paragraph (c) above not more than 90 days after the later of (i) such date and (ii) the date on which it shall have become aware of such costs or reductions. The protection of this Section shall be available to each Lender regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed.
Appears in 2 contracts
Sources: Five Year Competitive Advance and Revolving Credit Facility Agreement (Hartford Financial Services Group Inc/De), Credit Facility Agreement (Hartford Financial Services Group Inc/De)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement any change Change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency Loan made by such Lender or any Letter of Credit or participation therein, or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income or capital stock of such Lender by the jurisdiction in which such Lender has its principal office or by any political subdivision or taxing authority therein), or Law shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such any Lender (or except any lending office of such Lender) reserve requirement which is reflected in the Adjusted Term SOFR Rate), shall subject any Lender or the Issuing BankAdministrative Agent to any Taxes (other than (i) Indemnified Taxes imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (ii) Excluded Taxes) on its Loans or other obligations or its deposits, reserves, other liabilities or capital attributable thereto or shall impose on such Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement or any Eurocurrency Loan SOFR Loans made by such Lender or any Letter of Credit or participation thereinLender, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurocurrency SOFR Loan or to increase the cost to such any Lender or the Issuing Bank of participating in, issuing purchasing or maintaining any Letter of Credit a participation therein or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender to be material, then Holdings shall (or shall cause the Borrowers to) Borrower will pay to such Lender or the Issuing Bank upon demand from time to time such additional amount or amounts as will compensate such Lender or the Issuing Bank for such additional costs incurred or reduction suffered.
(b) If any Lender or the Issuing Bank shall have determined that any change after the date hereof Change in the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basel Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or any Lender's or the Issuing Bank's holding company with any request or directive Law regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, liquidity has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's ’s capital or on the capital of such Lender's or the Issuing Bank's ’s holding company, if any, as a consequence of this Agreement or the Loans or Letters of Credit or participations therein made by such Lender or the Issuing Bank pursuant hereto to a level below that which such Lender, the Issuing Bank Lender or such Lender's or the Issuing Bank's ’s holding company could have achieved but for such applicability, adoption, change or compliance Change in Law (taking into consideration such Lender's and the Issuing Bank's ’s policies and the policies of such Lender's and the Issuing Bank's ▇▇▇▇▇▇’s holding company with respect to capital adequacyadequacy or liquidity) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time Holdings the Borrower shall (or shall cause the responsible Borrower to) pay to such Lender or Lender, as the Issuing Bank case may be, such additional amount or amounts as will compensate such Lender, the Issuing Bank Lender or such Lender's or the Issuing Bank's ’s holding company for any such reduction suffered.
(c) A certificate of a Lender or the Issuing Bank setting forth such the amount or amounts as shall be necessary to compensate such Lender or the Issuing Bank its holding company, as applicable, as specified in paragraph (a) or (b) above, as the case may be, above shall be delivered to Holdings the Borrower and shall be conclusive absent manifest error. Holdings The Borrower shall (or shall cause the responsible Borrower to) pay each such Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 30 days after the its receipt of the same.
(d) Except as provided below in this paragraph (d), failure Failure or delay on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's or the Issuing Bank's ’s right to demand compensation such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender under paragraph (a) or (b) above with respect to increased costs or reductions with respect to any period prior to the date that is 180 days prior to such period request if such Lender knew or could reasonably have been expected to know of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such increased costs or reductions; provided, further, that the foregoing limitation shall not apply to any other increased costs or reductions arising out of the retroactive application of any Change in Law within such 180-day period. The protection of this Section 2.14 shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which Change in Law that shall have occurred or been imposed. Neither the Issuing Bank nor any Lender shall be entitled to compensation under this Section 2.13 for any costs incurred or reductions suffered with respect to any date unless it shall have notified Holdings that it will demand compensation for such costs or reductions not more than 90 days after the later of (i) such date and (ii) the date on which it shall have become aware of such costs or reductions.
Appears in 2 contracts
Sources: Term Loan Credit Agreement (Pyxus International, Inc.), Term Loan Credit Agreement (Pyxus International, Inc.)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency Eurodollar Loan or Fixed Rate Loan made by such Lender or any Letter of Credit or participation therein, or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income or capital stock of such Lender by the jurisdiction in which such Lender has its principal or applicable lending office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Lender (or except any lending office of such Lender) or reserve requirement which is reflected in the Issuing BankAdjusted LIBO Rate), or shall impose on such Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement or any Eurocurrency Eurodollar Loan or Fixed Rate Loan made by such Lender or any Letter of Credit or participation thereinLender, and the result of any of the foregoing shall be to increase the direct cost to such Lender of making or maintaining any Eurocurrency Eurodollar Loan or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit Fixed Rate Loan or to reduce the amount of any sum received or receivable by such Lender hereunder or (whether of principal, interest or otherwise) by an amount reasonably deemed by such Lender to be material, then Holdings shall (or shall cause the Borrowers to) Borrower will pay to such Lender or the Issuing Bank upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank for such additional costs incurred or reduction suffered. Notwithstanding the foregoing, no Lender shall be entitled to request compensation under this paragraph with respect to any Competitive Loan if it shall have been aware of the change giving rise to such request at the time of submission of the Competitive Bid pursuant to which such Competitive Loan shall have been made.
(b) If any Lender or the Issuing Bank shall have determined that any change after the date hereof in the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basel Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or any Lender's or the Issuing Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's capital or on the capital of such Lender's or the Issuing Bank's holding company, if any, as a consequence of this Agreement or the Loans or Letters of Credit or participations therein made by such Lender or the Issuing Bank pursuant hereto to a level below that which such Lender, the Issuing Bank Lender or such Lender's or the Issuing Bank's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's and the Issuing Bank's policies and the policies of such Lender's and the Issuing Bank's holding company with respect to capital adequacy) by an amount reasonably deemed by such Lender or the Issuing Bank to be material, then from time to time Holdings the Borrower shall (or shall cause the responsible Borrower to) pay to such Lender or the Issuing Bank such additional amount or amounts as will compensate such Lender, the Issuing Bank Lender or such Lender's or the Issuing Bank's holding company for any such reduction suffered.
(c) A certificate of a Lender or the Issuing Bank setting forth such amount or amounts as shall be necessary to compensate such Lender or the Issuing Bank as specified in paragraph (a) or (b) above, as the case may be, shall be delivered to Holdings and shall be conclusive absent manifest error. Holdings shall (or shall cause the responsible Borrower to) pay each Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after the receipt of the same.
(d) Except as provided below in this paragraph (d), failure Failure on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's or the Issuing Bank's right to demand compensation with respect to such period or any other period. The protection of this Section shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed. Neither the Issuing Bank nor any Lender shall be entitled to compensation under this Section 2.13 for any costs incurred or reductions suffered with respect to any date unless it shall have notified Holdings that it will demand compensation for such costs or reductions not more than 90 days after the later of (i) such date and (ii) the date on which it shall have become aware of such costs or reductions.
Appears in 2 contracts
Sources: Credit Facility Agreement (Kansas City Southern Industries Inc), Five Year Competitive Advance and Revolving Credit Facility Agreement (DST Systems Inc)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement any change Change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof Law shall:
(whether or not having the force of lawi) shall change the basis of taxation of payments to any Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency Loan made by such Lender or any Letter of Credit or participation therein, or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income or capital stock of such Lender by the jurisdiction in which such Lender has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of of, or credit extended by such Lender (or by, any lending office of such Lender) , the Administrative Agent or the Issuing Bank,
(ii) subject any Lender, the Administrative Agent or any Issuing Bank to any Taxes (other than Indemnified Taxes or Excluded Taxes) on its loans, loan principal, letters of credit, commitments or other obligations, or shall its deposits, reserves, other liabilities or capital attributable thereto; or
(iii) impose on such Lender any Lender, the Administrative Agent or the any Issuing Bank or the London interbank market any other condition affecting this Agreement or any Eurocurrency Loan Eurodollar Loans made by such Lender or any Letter of Credit or participation therein(except, in each case, any such reserve requirement which is reflected in the Adjusted LIBO Rate), and the result of any of the foregoing shall be to increase the cost to such Lender or such Issuing Bank of making or maintaining, continuing or converting to any Eurodollar Loan (or of maintaining its obligation to make any Eurocurrency Loan such Loan) or to increase the cost to such Lender any Lender, the Administrative Agent or the any Issuing Bank of participating in, issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or such Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by such Lender Lender, the Administrative Agent or such Issuing Bank to be material, then Holdings shall (or shall cause the Borrowers to) Borrower will pay to such Lender Lender, the Administrative Agent or the Issuing Bank Bank, as the case may be, promptly upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank Bank, as the case may be, for such additional costs incurred or reduction suffered.
(b) If any Lender Lender, the Administrative Agent or the any Issuing Bank shall have determined that any change after the date hereof Change in the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basel Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or any Lender's or the Issuing Bank's holding company with any request or directive Law regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, liquidity requirements has or would have the effect of reducing the rate of return on such Lender's ’s, the Administrative Agent’s or the Issuing Bank's ’s capital or on the capital of such Lender's ’s, the Administrative Agent’s or the Issuing Bank's ’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit or participations therein made by Swingline Loans purchased by, such Lender or the Letters of Credit issued by such Issuing Bank pursuant hereto to a level below that which such Lender, the Administrative Agent or such Issuing Bank or such Lender's ’s, the Administrative Agent’s or the such Issuing Bank's ’s holding company could have achieved but for such applicability, adoption, change or compliance Change in Law (taking into consideration such Lender's and ’s, the Administrative Agent’s or such Issuing Bank's ’s policies and the policies of such Lender's and ’s, the Administrative Agent’s or such Issuing Bank's ’s holding company with respect to capital adequacyadequacy or liquidity) by an amount reasonably deemed by such Lender Lender, the Administrative Agent or the such Issuing Bank to be material, then from time to time Holdings the Borrower shall (or shall cause the responsible Borrower to) pay to such Lender Lender, the Administrative Agent or the Issuing Bank Bank, as the case may be, such additional amount or amounts as will compensate such Lender, the Administrative Agent or such Issuing Bank or such Lender's ’s, the Administrative Agent’s or the such Issuing Bank's ’s holding company for any such reduction suffered.
(c) A certificate of a Lender Lender, the Administrative Agent or the an Issuing Bank setting forth such the amount or amounts as shall reasonably determined by such Person to be necessary to compensate such Lender Lender, the Administrative Agent or the such Issuing Bank or its holding company, as applicable, as specified in paragraph (a) or (b) aboveof this Section, the calculations and criteria applied to determine such amount or amounts, and other documentation or information reasonably supporting the conclusions in such certificate, shall be delivered to the Borrower and shall, absent clearly demonstrable error, be final and conclusive and binding. The Borrower shall pay such Lender, the Administrative Agent or the Issuing Bank, as the case may be, shall be delivered to Holdings and shall be conclusive absent manifest error. Holdings shall (or shall cause the responsible Borrower to) pay each Lender or the Issuing Bank the amount or amounts shown as due on any such certificate delivered by it within 10 days after the its receipt of the same.
(d) Except as provided below in this paragraph (d), failure Failure or delay on the part of any Lender Lender, the Administrative Agent or the any Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect pursuant to any period this Section shall not constitute a waiver of such Lender's ’s, the Administrative Agent’s or the Issuing Bank's ’s right to demand compensation such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender, the Administrative Agent or any Issuing Bank under paragraph (a) or (b) above for increased costs or reductions with respect to any period prior to the date that is 270 days prior to such period request; provided, further, that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any other Change in Law within such 270-day period. The protection of this Section shall be available to each Lender Lender, the Administrative Agent and the each Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which Change in Law that shall have occurred or been imposed. Neither the Issuing Bank nor any Lender shall be entitled to compensation under this Section 2.13 for any costs incurred or reductions suffered with respect to any date unless it shall have notified Holdings that it will demand compensation for such costs or reductions not more than 90 days after the later of (i) such date and (ii) the date on which it shall have become aware of such costs or reductions.
Appears in 2 contracts
Sources: Credit Agreement (NRG Energy, Inc.), Credit Agreement (NRG Energy, Inc.)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date any Change in Law shall (i) subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any change in applicable law Eurodollar Loan made by it, or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency Eurodollar Loan made by such Lender or any Letter of Credit or participation therein, or any Fees or other amounts payable hereunder (other than (A) changes in respect of taxes imposed on the overall net income or capital stock of such Lender by the jurisdiction in which such Lender has its principal office or by any political subdivision or taxing authority thereintherein and (B) Taxes or Other Taxes, which shall be governed by Section 2.16), or shall ; (ii) impose, modify or deem applicable any reserve, special deposit deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of of, or credit extended or participated in by such any Lender (except any reserve requirement reflected in the Eurodollar Rate hereunder); or any lending office of such Lender(iii) or the Issuing Bank, or shall impose on such any Lender or the Issuing Bank or the London interbank eurodollar market any other condition condition, cost or expense affecting this Agreement or any Eurocurrency Loan Eurodollar Loans made by such Lender or any Letter of Credit or participation therein, Lender; and the result of any of the foregoing shall be to increase the cost to such Lender of making making, converting to, continuing or maintaining any Eurocurrency Eurodollar Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender or the Issuing Bank of participating inLender, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by ), then, upon prompt request of such Lender to be materialLender, then Holdings shall (or shall cause the Borrowers to) such Borrower will pay to such Lender or the Issuing Bank upon demand as provided in Section 2.09(c) such additional amount or amounts as will compensate such Lender or the Issuing Bank for such additional costs incurred or reduction suffered.
(b) If any Lender or the Issuing Bank shall have determined determines that any change after the date hereof Change in the applicability Law affecting such Lender or any Lending Office of any lawsuch Lender or such Lender’s holding company, ruleif any, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basel Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or any Lender's or the Issuing Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agencyliquidity requirements, has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's ’s capital or on the capital of such Lender's or the Issuing Bank's ’s holding company, if any, as a consequence of this Agreement or Agreement, the Loans or Letters Commitments of Credit or participations therein made by such Lender or the Issuing Bank pursuant hereto Loans made by such Lender, to a level below that which such Lender, the Issuing Bank Lender or such Lender's or the Issuing Bank's ’s holding company could have achieved but for such applicability, adoption, change or compliance Change in Law (taking into consideration such Lender's and the Issuing Bank's ’s policies and the policies of such Lender's and the Issuing Bank's ’s holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be materialadequacy and liquidity), then from time to time Holdings time, each Borrower shall (or shall cause the responsible Borrower topay as provided in Section 2.09(c) pay to such Lender or the Issuing Bank such additional amount or amounts as will compensate such Lender, the Issuing Bank Lender or such Lender's or the Issuing Bank's ’s holding company for any such reduction suffered.
(c) A certificate of a Lender or the Issuing Bank setting forth such amount or amounts as shall be necessary to compensate such Lender or the Issuing Bank as specified in paragraph (a) or (b) above, as the case may be, shall be delivered to Holdings and shall be conclusive absent manifest error. Holdings shall (or shall cause the responsible Borrower to) pay each Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after the receipt of the same.
(d) Except as provided below in this paragraph (d), failure on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's or the Issuing Bank's right to demand compensation with respect to such period or any other period. The protection of this Section shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed. Neither the Issuing Bank nor any Lender shall be entitled to compensation under this Section 2.13 for any costs incurred or reductions suffered with respect to any date unless it shall have notified Holdings that it will demand compensation for such costs or reductions not more than 90 days after the later of (i) such date and (ii) the date on which it shall have become aware of such costs or reductions.
Appears in 2 contracts
Sources: Revolving Credit Agreement, Revolving Credit Agreement (Avangrid, Inc.)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof Regulatory Change (whether or not having the force of lawi) shall change the basis of taxation of payments to any Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency Eurodollar Loan made by such Lender or any Letter of Credit other fees or participation therein, or any Fees or other amounts payable hereunder (other than changes in respect of taxes (x) Taxes imposed on or measured by the capital, receipts or franchises of such Lender or the overall gross or net income or capital stock of such Lender by the jurisdiction in which such Lender has its principal office or by any political subdivision or taxing authority thereintherein (or any Tax which is enacted or adopted by such jurisdiction, political subdivision, or taxing authority as a direct substitute for any such Taxes) or (y) any Tax, assessment, or other governmental charge that would not have been imposed but for the failure of any Lender to comply with any certification, information, documentation, or other reporting requirement), or (ii) shall impose, modify modify, or deem applicable any reserve, special deposit deposit, or similar requirement with respect to any Eurodollar Loan or any Letter of Credit (or participating interest therein), against assets of, deposits with or for the account of of, or credit extended by by, such Lender (or any lending office of such Lender) or the Issuing Bankunder this Agreement, or (iii) with respect to any Eurodollar Loan, shall impose on such Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement or any Eurocurrency Eurodollar Loan made by such Lender or any Letter of Credit or participation thereinLender, and the result of any of the foregoing shall be to increase the cost to such Lender of maintaining its Commitment or of making or maintaining any Eurocurrency Eurodollar Loan or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest interest, or otherwise) in respect thereof by an amount deemed in good faith by such Lender to be material, then Holdings the Borrower shall (or shall cause the Borrowers to) pay to the Administrative Agent for the account of such Lender or the Issuing Bank upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank for such additional costs incurred increase or reduction sufferedto such Lender, to the extent such amounts have not been included in the calculation of the Eurodollar Rate, upon demand by such Lender (through the Administrative Agent).
(b) If any Lender or the Issuing Bank shall have determined in good faith that any change after the date hereof in the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basel Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation or guideline Regulatory Change regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, adequacy or compliance by any Lender (or its parent or any lending office of such Lender) or any Lender's or the Issuing Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of lawLaw) of any such Tribunal, monetary authority, central bank bank, or comparable agency, has or would have the effect of reducing the rate of return on such Lender's ’s (or the Issuing Bank's its parent’s) capital or on the capital of such Lender's or the Issuing Bank's holding company, if any, as a consequence of this Agreement or the Loans or Letters of Credit or participations therein made by such Lender or the Issuing Bank pursuant hereto its obligations hereunder to a level below that which such Lender, the Issuing Bank Lender (or such Lender's or the Issuing Bank's holding company its parent) could have achieved but for such applicabilityRegulatory Change, adoption, change or compliance (taking into consideration such Lender's and the Issuing Bank's ’s policies and the policies of such Lender's and the Issuing Bank's holding company with respect to capital adequacy) by an amount deemed in good faith by such Lender or the Issuing Bank to be material, then from time to time Holdings time, the Borrower shall (or shall cause the responsible Borrower to) pay to the Administrative Agent for the account of such Lender or the Issuing Bank such additional amount or amounts as will compensate such Lender, the Issuing Bank or such Lender's or the Issuing Bank's holding company Lender for any such reduction sufferedupon demand by such Lender (through the Administrative Agent).
(c) A certificate of a Lender or the Issuing Bank setting forth in reasonable detail (i) the Regulatory Change or other event giving rise to such costs, (ii) such amount or amounts as shall be necessary to compensate such Lender or the Issuing Bank as specified in paragraph (a) or (b) above, as the case may be, and (ii) the calculation of such amount or amounts under clause (a)(i), shall be delivered to Holdings the Borrower (with a copy to the Administrative Agent) promptly after such Lender determines it is entitled to compensation under this Section 2.10, and shall be conclusive and binding absent manifest error. Holdings The Borrower shall (or shall cause pay to the responsible Borrower to) pay each Administrative Agent for the account of such Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 15 days after the its receipt of the same. In preparing such certificate, such Lender may employ such assumptions and allocations of costs and expenses as it shall in good ▇▇▇▇▇ ▇▇▇▇ reasonable and may use any reasonable averaging and attribution method.
(d) Except as provided below in this paragraph (d), failure Failure on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period Interest Period shall not constitute a waiver of such Lender's or the Issuing Bank's right ’s rights to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to such period Interest Period or any other periodInterest Period. The protection of this Section 2.10 shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed. Neither .
(e) In the Issuing Bank nor event any Lender shall be entitled seek compensation pursuant to this Section 2.10, the Borrower may, provided no Event of Default has occurred and is continuing, give notice to such Lender (with copies to the Agents) that it wishes to seek one or more Persons (other than the Borrower or an Affiliate of the Borrower) to assume the Commitment of such Lender and to purchase its outstanding Loans and Notes (if any). Each Lender requesting compensation pursuant to this Section 2.10 agrees to sell its Commitment, Loans, Notes, and interest in this Agreement and the other Loan Papers to any such Person for an amount equal to the sum of the outstanding unpaid principal of and accrued interest on such Loans and Notes plus all other fees and amounts (including, without limitation, any compensation claimed by such Lender under this Section 2.13 for any costs incurred 2.10 and as to which such Lender has delivered the certificate required by Section 2.10(c) on or reductions suffered with respect before the date such Commitment, Loans, and Notes are purchased) due such Lender hereunder calculated, in each case, to any the date unless it such Commitment, Loans, Notes (if any), and interest are purchased, whereupon such Lender shall have notified Holdings that it no further Commitment or other obligation to the Borrower hereunder or under any other Loan Paper.
(f) If the Borrower is required to pay additional amounts to or for the account of any Lender pursuant to this Section 2.10, then such Lender will demand compensation agree to use reasonable efforts to change the jurisdiction of its lending office so as to eliminate or reduce any such additional payment which may thereafter accrue if such change, in the judgment of such Lender, is not otherwise disadvantageous to such Lender.
(g) Without prejudice to the survival of any other obligations of the Borrower hereunder, the obligations of the Borrower under this Section 2.10 shall survive for such costs or reductions not more than 90 days one year after the later termination of (i) such date and (ii) this Agreement and/or the date on which it shall have become aware payment or assignment of such costs any of the Loans or reductionsNotes.
Appears in 2 contracts
Sources: Five Year Revolving Credit Agreement (Centurytel Inc), Five Year Revolving Credit Agreement (Centurytel Inc)
Reserve Requirements; Change in Circumstances. (a) It is understood that the cost to each Lender of making or maintaining any of the Eurodollar, Eurocurrency or Pounds Sterling Loans may fluctuate as a result of the applicability of reserve requirements imposed by the Board at the ratios provided for in Regulation D on the Closing Date. The Borrowers agree to pay to such Lender from time to time such amounts as shall be necessary to compensate such Lender for the portion of the cost of making or maintaining Eurodollar, Eurocurrency or Pounds Sterling Loans resulting from any increase in such reserve requirements provided for in Regulation D (or any successor regulation or ruling issued in respect thereof) from those as in effect on the Closing Date, it being understood that the rates of interest applicable to such Loans have been determined on the assumption that no such reserve requirements exist or will exist and that such rates do not reflect costs imposed on the Lenders in connection with such reserve requirements.
(b) Notwithstanding any other provision herein, if after the date of this Agreement any change Change in applicable law or regulation or in the interpretation or administration thereof by Law shall (i) subject any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments Recipient to any Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency Loan made by such Lender or any Letter of Credit or participation therein, or any Fees or other amounts payable hereunder Taxes (other than changes (A) Indemnified Taxes, (B) Taxes described in respect clauses (b) through (d) of taxes the definition of Excluded Taxes and (C) Other Connection Taxes that are imposed on the overall or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes) on its loans, loan principal, letters of credit, commitments or other obligations, or its deposits, reserves other liabilities or capital stock of such Lender by the jurisdiction in which such Lender has its principal office or by any political subdivision or taxing authority therein)attributable thereto, or shall (ii) impose, modify or deem applicable any reserve, special deposit deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of of, or credit extended by such or participated in by, any Lender (other than any amounts described in paragraph (a) above) or (iii) impose on any Lender or any lending office of such Lender) or the Issuing Bank, or shall impose on such Lender or the Issuing Bank or the London interbank market any other condition condition, cost or expense (other than Taxes) affecting this Agreement or any Eurodollar, Eurocurrency Loan or Pounds Sterling Loans made by such Lender or any Letter of Credit or participation therein, ; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making making, converting to, continuing or maintaining any Eurodollar, Eurocurrency or Pounds Sterling Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender or the Issuing Bank such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit) or to reduce the amount of any sum received or receivable by such Lender or such other Recipient hereunder (whether of principal, interest or otherwise) in respect thereof, by an amount deemed by such Lender or such other Recipient in its sole discretion to be material, then Holdings shall (or shall cause the Borrowers toshall pay as required in Section 5.8(d) pay to such Lender or the Issuing Bank upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank such other Recipient for such additional costs incurred or reduction suffered.
(bc) If any Lender or the any Issuing Bank shall have determined that any change after the date hereof Change in the applicability of any law, rule, regulation Law affecting such Lender or guideline adopted pursuant to or arising out of the July 1988 report of the Basel Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (such Issuing Bank or any lending office of such Lender or such Lender) ’s or any Lender's or the such Issuing Bank's ’s holding company with any request or directive company, if any, regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agencyliquidity requirements, has or would have the effect of reducing the rate of return on such Lender's ’s or the such Issuing Bank's ’s capital or on the capital of such Lender's ’s or the such Issuing Bank's ’s holding company, if any, as a consequence of this Agreement Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit or participations therein made Swing Line Loans held by, such Lender, or the Letters of Credit issued by such Lender or the Issuing Bank pursuant hereto Bank, to a level below that which such Lender, the Lender or such Issuing Bank or such Lender's ’s or the such Issuing Bank's ’s holding company could have achieved but for such applicability, adoption, change or compliance Change in Law (taking into consideration such Lender's and the ’s or such Issuing Bank's ’s policies and the policies of such Lender's and the ’s or such Issuing Bank's ’s holding company with respect to capital adequacy) by an amount deemed by such Lender or the such Issuing Bank in its sole discretion to be material, then from time the Borrowers shall pay as required to time Holdings shall (or shall cause the responsible Borrower toSection 5.8(d) pay to such Lender or the such Issuing Bank such additional amount or amounts as will compensate such Lender, the Lender or such Issuing Bank or such Lender's ’s or the such Issuing Bank's ’s holding company for any such reduction suffered.
(cd) A certificate of a Lender or the an Issuing Bank setting forth in reasonable detail calculations (together with the basis and assumptions therefor) to establish such amount or amounts as shall be necessary to compensate without duplication such Lender (or participating banks or other entities pursuant to Section 13.3 subject to the limitations set forth therein) or such Issuing Bank as specified in paragraph (a) or (b) aboveits holding company, as the case may be, under Section 5.8(a), Section 5.8(b) or Section 5.8(c) shall be delivered to Holdings the Agent which shall promptly deliver the same to the Company and such certificate shall be conclusive absent manifest error. Holdings shall (rebuttably presumptive evidence of the amount or shall cause the responsible Borrower to) pay each amounts which such Lender or the such Issuing Bank is entitled to receive. The Borrowers shall pay such Lender or such Issuing Bank the amount shown as due on any such certificate delivered by it within 10 ten (10) days after the its receipt of the same.
(de) Except as provided below in Any demand for compensation pursuant to this paragraph Section 5.8 must be made on or before one (d), failure on 1) year after the part of any Lender or the Issuing Bank incurs the expense, cost or economic loss referred to demand compensation for any increased costs or reduction in amounts received such Lender or receivable or reduction in return on capital with respect Issuing Bank shall be deemed to any period shall not constitute a waiver of such Lender's or have waived the Issuing Bank's right to demand compensation with respect to such period or any other periodcompensation. The protection of this Section 5.8 shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the any law, rule, regulation, guideline regulation or other change or condition which shall have occurred give rise to any demand by such Lender or been imposed. Neither the Issuing Bank nor for compensation.
(f) Nothing in this Section 5.8 shall entitle any Lender shall be entitled to compensation under this Section 2.13 for any costs incurred or reductions suffered with respect to any date unless it shall have notified Holdings that it will demand compensation for such costs or reductions not more than 90 days after receive interest at a rate per annum in excess of the later of (i) such date and (ii) the date on which it shall have become aware of such costs or reductionsHighest Lawful Rate.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Group 1 Automotive Inc), Revolving Credit Agreement (Group 1 Automotive Inc)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement any change Change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency Loan made by such Lender or any Letter of Credit or participation therein, or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income or capital stock of such Lender by the jurisdiction in which such Lender has its principal office or by any political subdivision or taxing authority therein), or Law shall impose, modify or deem applicable any reserve, special deposit deposit, liquidity or similar requirement against assets of, deposits with with, or for the account of or credit extended by such by, any Lender (or any lending office of Issuing Bank (except any such Lenderreserve requirement which is reflected in the Adjusted LIBO Rate) or the Issuing Bank, or shall impose on such Lender or the such Issuing Bank or the London interbank market any other condition affecting this Agreement or any Eurocurrency Loan Eurodollar Loans made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurocurrency Eurodollar Loan or to increase the cost to such any Lender or the any Issuing Bank of participating in, issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or such Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or such Issuing Bank to be material, then Holdings shall from time to time as specified in paragraph (or shall cause c) below, the Borrowers to) Borrower will pay to such Lender or such Issuing Bank, as the Issuing Bank upon demand case may be, such additional amount or amounts as will compensate such Lender or such Issuing Bank, as the Issuing Bank case may be, for such additional costs incurred or reduction suffered.
(b) If any Lender or the any Issuing Bank shall have determined that any change after the date hereof Change in the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basel Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or any Lender's or the Issuing Bank's holding company with any request or directive Law regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, liquidity has or would have the effect of reducing the rate of return on such Lender's ’s or the such Issuing Bank's ’s capital or on the capital of such Lender's ’s or the such Issuing Bank's ’s holding company, if any, as a consequence of this Agreement or the Loans made or participations in Letters of Credit or participations therein made purchased by such Lender pursuant hereto or the Letters of Credit issued by such Issuing Bank pursuant hereto to a level below that which such Lender, the Lender or such Issuing Bank or such Lender's ’s or the such Issuing Bank's ’s holding company could have achieved but for such applicability, adoption, change or compliance Change in Law (taking into consideration such Lender's and the ’s or such Issuing Bank's ’s policies and the policies of such Lender's and the ’s or such Issuing Bank's ’s holding company with respect to capital adequacy) by an amount deemed by such Lender or the such Issuing Bank to be material, then from time to time Holdings as specified in paragraph (c) below, the Borrower shall (or shall cause the responsible Borrower to) pay to such Lender or such Issuing Bank, as the Issuing Bank case may be, such additional amount or amounts as will compensate such Lender, the Lender or such Issuing Bank or such Lender's ’s or the such Issuing Bank's ’s holding company for any such reduction suffered.
(c) A certificate of a Lender or the an Issuing Bank setting forth such in reasonable detail the calculation of the amount or amounts as shall be (and the basis thereof) necessary to compensate such Lender or the such Issuing Bank or its holding company, as applicable, as specified in paragraph (a) or (b) above, as the case may be, above shall be delivered to Holdings the Borrower and shall be conclusive absent manifest error. Holdings The Borrower shall (or shall cause the responsible Borrower to) pay each such Lender or the such Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after the its receipt of the same.
(d) Except as provided below in this paragraph (d), failure Failure or delay on the part of any Lender or the any Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's ’s or the such Issuing Bank's ’s right to demand compensation such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or such Issuing Bank under paragraph (a) or (b) above with respect to increased costs or reductions incurred more than 180 days prior to the date that such Lender or such Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period or any other periodreferred to above shall be extended to include the period of retroactive effect thereof. The protection of this Section 2.14 shall be available to each Lender and the each Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which Change in Law that shall have occurred or been imposed. Neither the Issuing Bank nor any Lender shall be entitled to compensation under this Section 2.13 for any costs incurred or reductions suffered with respect to any date unless it shall have notified Holdings that it will demand compensation for such costs or reductions not more than 90 days after the later of (i) such date and (ii) the date on which it shall have become aware of such costs or reductions.
Appears in 2 contracts
Sources: Credit Agreement (Smart Sand, Inc.), Credit Agreement (Salix Pharmaceuticals LTD)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement any change Change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency Loan made by such Lender or any Letter of Credit or participation therein, or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income or capital stock of such Lender by the jurisdiction in which such Lender has its principal office or by any political subdivision or taxing authority therein), or Law shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including marginal, special, emergency, supplemental or other reserve requirements applicable to eurocurrency liabilities (as defined in Regulation D of the Board of Governors of the United States Federal Reserve System)) against assets of, deposits with or for the account of or credit extended by such any Committed Lender (or any lending office of such Lender) or the Issuing Bank, Liquidity Provider or shall impose on such Committed Lender or the Issuing Bank Liquidity Provider or the London applicable interbank market any other condition (including, in each case, the imposition of Taxes other than (and excluding) Taxes (i) imposed on any payment made pursuant to this Agreement, (ii) imposed on or measured by net income or profits or that are franchise, branch profits or similar Taxes or (iii) arising under FATCA) affecting this Agreement or any Eurocurrency Loan Advances made by the Committed Lender hereunder or Support Advances made by such Lender or any Letter of Credit or participation thereinLiquidity Provider related hereto, and the result of any of the foregoing shall be to increase the cost to such Committed Lender or Liquidity Provider of making or maintaining any Eurocurrency Loan Advance or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit Support Advance or to reduce the amount of any sum received or receivable by such Committed Lender or Liquidity Provider hereunder or under its related Support Facility (whether of principal, interest or otherwise) by an amount deemed by such Committed Lender or Liquidity Provider to be material, then Holdings shall (or shall cause the Borrowers to) pay Borrower will pay, in accordance with the Priority of Payments, to such Lender Committed Lender, for its own account, or to the Issuing Bank applicable Conduit Lender, for the account of such Liquidity Provider, upon demand demand, such additional amount or amounts as will compensate such Committed Lender or Liquidity Provider, as the Issuing Bank case may be, for such additional costs incurred or reduction suffered.
(b) If any Committed Lender or the Issuing Bank Liquidity Provider shall have reasonably determined that any change after the date hereof Change in the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basel Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or any Lender's or the Issuing Bank's holding company with any request or directive Law regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, liquidity has or would have the effect of reducing the rate of return on such Committed Lender's ’s or the Issuing Bank's Liquidity Provider’s capital or on the capital of such Committed Lender's ’s or the Issuing Bank's Liquidity Provider’s holding company, if any, as a consequence of this Agreement or the Loans Advances made hereunder or Letters of Credit or participations therein Support Advances made by such Lender or the Issuing Bank pursuant hereto in connection herewith to a level below that which such Lender, the Issuing Bank Committed Lender or Liquidity Provider or such Committed Lender's ’s or the Issuing Bank's Liquidity Provider’s holding company could have achieved but for such applicability, adoption, change or compliance Change in Law (taking into consideration such Committed Lender's and the Issuing Bank's ’s or Liquidity Provider’s policies and the policies of such Committed Lender's and the Issuing Bank's ’s or Liquidity Provider’s holding company with respect to capital adequacy) by an amount deemed by such Committed Lender or the Issuing Bank Liquidity Provider to be material, then from time to time Holdings the Borrower shall (or shall cause pay, in accordance with the responsible Borrower to) pay Priority of Payments, to such Lender Committed Lender, for its own account or for the Issuing Bank account of its holding company, as the case may be, or to the applicable Conduit Lender, for the account of such Liquidity Provider or its holding company, as the case may be, such additional amount or amounts as will compensate such Lender, the Issuing Bank Committed Lender or Liquidity Provider or such Committed Lender's ’s or the Issuing Bank's Liquidity Provider’s holding company for any such reduction suffered.
(c) A certificate of a If any Lender or the Issuing Bank setting forth such amount or becomes entitled to claim any additional amounts as shall be necessary pursuant to compensate such Lender or the Issuing Bank as specified in paragraph clause (a) or (b) above, it shall provide prompt notice thereof to the Borrower, with a copy to the Administrative Agent, the applicable Facility Agent, the Master Servicer and the Lux Manager, certifying (i) that one of the events described in clause (a) or (b) has occurred and describing in reasonable detail the nature of such event, (ii) as to the case may be, shall be delivered increased cost or reduced amount resulting from such event and (iii) as to Holdings the additional amount demanded by such Lender and a reasonably detailed explanation of the calculation thereof. Such a certificate shall be conclusive absent manifest error. Holdings The Borrower shall (or shall cause the responsible Borrower to) pay each such Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 it, in accordance with the Priority of Payments, not later than the next Settlement Date occurring more than 30 days after the date after its receipt of the samesame or, if earlier on the Final Date. Notwithstanding anything to the contrary, no amount shall be payable to a Conduit Lender for the account of its Liquidity Provider under this Section 2.09 except with respect to an Advance to the Borrower funded by such Liquidity Provider in its capacity as a Committed Lender hereunder.
(d) Except as provided below in this paragraph (d), failure Failure or delay on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's or the Issuing Bank's ’s right to demand compensation such compensation; provided that the Borrower shall be under no obligation to compensate any Lender or Liquidity Provider under clause (a) or (b) above with respect to increased costs or reductions with respect to any period prior to the date that is 120 days prior to such period request if such Lender or Liquidity Provider, as the case may be, knew or could reasonably have been expected to know of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any other increased costs or reductions arising out of the retroactive application of any Change in Law within such 120-day period. The protection of this Section 2.09 shall be available to each Lender and the Issuing Bank Liquidity Provider regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which Change in Law that shall have occurred or been imposed. Neither the Issuing Bank nor any Lender shall be entitled to compensation under this Section 2.13 for any costs incurred or reductions suffered with respect to any date unless it shall have notified Holdings that it will demand compensation for such costs or reductions not more than 90 days after the later of (i) such date and (ii) the date on which it shall have become aware of such costs or reductions.
Appears in 2 contracts
Sources: Receivables Loan and Security Agreement, Receivables Loan and Security Agreement (Reynolds Group Holdings LTD)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement hereof any change in applicable law or regulation regulations or in the interpretation or administration thereof (including, without limitation, any request, guideline or policy not having the force of law) by any Governmental Authority charged with the administration or interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency Loan made by such Lender or any Letter of Credit or participation therein, or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income or capital stock of such Lender by the jurisdiction in occur which such Lender has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including a tax) against any assets ofheld by, deposits with or for the account of or credit extended by such Lender Bank (or including any lending office of such Lenderreserve requirement that may be applicable to "eurocurrency liabilities" under and as defined in Regulation D) or the Issuing Bank, or shall impose on upon such Lender or the Issuing Bank or the London interbank market any other condition affecting with respect to this Agreement or any Eurocurrency Loan the Eurodollar Loans or Fixed Rate Loans made by such Lender or any Letter of Credit or participation therein, Bank and the result of any of the foregoing shall be to increase the cost to such Lender Bank of making or maintaining any Eurocurrency Eurodollar Loan or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit Fixed Rate Loan hereunder or to reduce the amount of any sum received or receivable by such Lender hereunder payment (whether of principal, interest or otherwise) by an amount deemed by such Lender Bank to be material, then Holdings and in each such case the Company shall (or shall cause the Borrowers to) pay to such Lender or the Issuing Bank upon demand Bank, as provided in paragraph (c) below, such additional amount or amounts as will shall be necessary to compensate such Lender or the Issuing Bank for such additional cost, reduction or payment; provided, however, that the Company may, at its option and upon written notice to the Administrative Agent and the Banks, either (i) elect to convert such Loan of such Bank into an ABR Loan upon the payment by the Company of the increased costs described above incurred prior to such conversion and any amount owing in respect of Section 2.14 hereof, it being understood that (A) for purposes of Section 2.11, such ABR Loan shall be subject to prepayment only at such times and on such conditions as the Loan from which it was converted and (B) upon such increased costs being eliminated, or reduction sufferedreduced by an amount deemed sufficient by the Company, such ABR Loan will be converted into a Loan of the same Type as the Loan previously converted into such ABR Loan having an Interest Period expiring on the same date as the Loan previously converted into such ABR Loan or (ii) with the prior consent of the Required Banks, elect to convert all (but not less than all) Loans of all Banks of the same Type and Interest Period as the Loan subject to such change into Loans of a different Type upon the payment of all amounts that are due under this Section 2.12(a) and Section 2.14. Notwithstanding the foregoing, no Bank shall be entitled to request compensation under this paragraph with respect to any Competitive Loan if it shall have been aware of the change giving rise to such request at the time of submission of the Competitive Bid pursuant to which such Competitive Loan shall have been made.
(b) If any Lender or the Issuing Bank shall have determined that any change after the date hereof in the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basel Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation regulation, agreement or guideline regarding capital adequacy, or any change in any of the foregoing law, rule, regulation, agreement or guideline regarding capital adequacy or in the interpretation or administration of any of the foregoing law, rule, regulation, agreement or guideline regarding capital adequacy by any governmental authority, central bank or comparable agency Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender Bank (or any lending office of such LenderBank) or any Lender's or the Issuing Bank's holding company with any request or directive regarding capital adequacy issued under any law, rule, regulation or guideline (whether or not having the force of law) of any such authority, central bank or comparable agencyagency issued after the date hereof, has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's capital or on the capital of such Lender's or the Issuing Bank's holding company, if any, as a consequence of this Agreement or the Loans or Letters of Credit or participations therein made by such Lender or the Issuing Bank pursuant hereto to a level below that which such Lender, the Issuing Bank or such Lender's or the Issuing Bank's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's and the Issuing Bank's policies and the policies of such Lender's and the Issuing Bank's holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time Holdings the Company shall (or shall cause the responsible Borrower to) pay to such Lender or the Issuing Bank following receipt of a certificate of such Bank to such effect in accordance with paragraph (c) below such additional amount or amounts as will compensate such Lender, the Issuing Bank or such Lender's or the Issuing Bank's holding company on an after-tax basis for any such reduction suffered.
(c) A certificate of a Lender Each Bank shall promptly deliver to the Company from time to time one or the Issuing Bank more certificates setting forth the amounts due to such amount or Bank under paragraphs (a) and (b) above, the changes as a result of which such amounts as are due and the manner of computing such amounts. Each such certificate shall be necessary conclusive in the absence of manifest error. The Company shall pay to compensate each Bank the amounts shown as due on any such Lender or certificate within 10 days after its receipt of the Issuing same. No failure on the part of any Bank as specified in to demand compensation under paragraph (a) or (b) above, as the case may be, shall be delivered to Holdings and shall be conclusive absent manifest error. Holdings shall (or shall cause the responsible Borrower to) pay each Lender or the Issuing Bank the amount shown as due above on any such certificate delivered by it within 10 days after the receipt of the same.
(d) Except as provided below in this paragraph (d), failure on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period one occasion shall not constitute a waiver of such Lender's or the Issuing Bank's its right to demand such compensation with respect to such period or any other period. The protection of this Section shall be available to each Lender and the Issuing , except that no Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed. Neither the Issuing Bank nor any Lender shall be entitled to compensation under this Section 2.13 2.12 for any costs incurred or reductions reduction suffered with respect to any date unless it such Bank shall have notified Holdings the Company that it will demand compensation for such costs or reductions not more than 90 days after the later of (i) such date and (ii) the date on which it such Bank shall have become aware of such costs or reductions. The protection of this Section 2.12 shall be available to each Bank regardless of any possible contention of the invalidity or inapplicability of any law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed and shall give rise to any demand by such Bank for compensation hereunder.
(d) Promptly after actual notice to any Bank that a change referred to in paragraph (a) or (b) above has occurred, such Bank will give notice of such occurrence to the Company and the Administrative Agent and, unless all the Eurodollar Loans giving rise to any such increased costs shall have been converted to Loans of another type, such Bank will, for a period of 30 days after the giving of such notice, use reasonable efforts to specify a new Eurodollar lending office with respect to its Commitment and the Eurodollar Loans held by it with a view to mitigating the consequences of such occurrence to the greatest extent practicable unless in the opinion of such Bank such specification might at such time or in the future have an adverse effect upon it.
Appears in 2 contracts
Sources: Revolving Credit Facility and Term Loan Agreement (Ethyl Corp), Credit Facility Agreement (Ethyl Corp)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinherein (but subject to paragraph (d) below and Section 2.21), if after the date of this Agreement any change in applicable ---- law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender (or any lending office of any Lender) or the Issuing Bank Fronting Bank, as applicable, of the principal of or interest on any Eurocurrency LIBOR Loan or Fixed Rate Loan made by such Lender or any Letter of Credit or participation therein, therein or any Fees fees or other amounts payable hereunder (other than changes in respect of taxes imposed on Taxes referred to in clause (a) or (b) of the overall net income or capital stock definition of such Lender by the jurisdiction in which such Lender has its principal office "Excluded Taxes") or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Lender (or any lending office of such Lender) or the Issuing Bank, Fronting Bank or shall impose on such Lender or the Issuing Lender, such Fronting Bank or the London interbank market any other condition affecting this Agreement or any Eurocurrency Loan LIBOR Loans or Fixed Rate Loans made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurocurrency such Loan or to increase the cost to such Lender or the Issuing such Fronting Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or such Fronting Bank hereunder (whether of principal, interest or otherwise) in respect thereof by an amount deemed by such Lender to be material, then Holdings shall (or shall cause the Borrowers to) Borrower will pay to such Lender or such Fronting Bank, as the Issuing Bank case may be, upon demand such additional amount or amounts as will compensate such Lender or the Issuing such Fronting Bank for such additional costs incurred or reduction suffered.
(b) If Subject to Section 2.21, if any Lender or the Issuing any Fronting Bank shall ---- have determined that any change after the date hereof in the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basel Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change after the date hereof in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender or any Fronting Bank (or any lending office of such LenderLender or Fronting Bank) or any Lender's or the Issuing any Fronting Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of made or promulgated after the date hereof by any such authority, central bank or comparable agencyGovernmental Authority, has or would have the effect of reducing the rate of return on such Lender's or the Issuing such Fronting Bank's capital or on the capital of such Lender's or the Issuing such Fronting Bank's holding company, if any, as a consequence of its obligations under this Agreement or the Loans made by, or participations in Letters of Credit or participations therein made by held by, such Lender Lender, or the Issuing Bank Letters of Credit issued by any Fronting Bank, pursuant hereto to a level below that which such Lender, the Issuing Lender or such Fronting Bank or such Lender's or the Issuing such Fronting Bank's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's and the Issuing or such Fronting Bank's policies and the policies of such Lender's and the Issuing Bank's holding company guidelines with respect to capital adequacy) by an amount deemed by such Lender or the Issuing such Fronting Bank to be material, then from time to time Holdings the Borrower shall (or shall cause the responsible Borrower to) pay to such Lender or the Issuing such Fronting Bank such additional amount or amounts as will compensate such Lender, the Issuing Lender or such Fronting Bank or such Lender's or the Issuing such Fronting Bank's holding company for any such reduction suffered.
(c) A certificate of a each Lender or the Issuing any Fronting Bank setting forth such amount or amounts as shall be necessary to compensate such Lender or the Issuing Fronting Bank (or its participating banks or other entities pursuant to Section 9.07) as specified in paragraph (a) or (b) above, as the case may be, shall be ---- delivered to Holdings the Borrower and shall be conclusive absent manifest error. Holdings Except as provided in paragraph (d) below, the Borrower shall (or shall cause the responsible Borrower to) pay each Lender or the Issuing Fronting Bank the amount shown as due on any such certificate delivered by it such Lender or Fronting Bank within 10 30 days after the receipt of the same. Each Lender or Fronting Bank shall submit such a certificate no more often than monthly; provided, however, that certificates with respect to amounts due with respect to identifiable Loans may be submitted at the ends of such Loans' Interest Periods.
(d) Except as provided below in this paragraph (d), failure Failure on the part of any Lender or the Issuing Fronting Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender's or Fronting Bank's rights with respect to any period to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's or the Issuing Bank's right to demand compensation with respect to such period or any other period. The protection of this Section shall be available to each ; provided, however, that neither any Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed. Neither the Issuing Bank nor any Lender Fronting Bank shall be entitled to compensation under this Section 2.13 2.15 for any costs incurred ---- or reductions suffered with respect to any date unless it shall have notified Holdings that it will demand compensation for such costs or reductions not more than 90 days after the later of (i) such date and (ii) prior to the date on which it shall have become aware of requested compensation therefor; provided further, that if the change in law or regulation or in the interpretation or administration thereof that shall give rise to any such costs or reductionsreductions shall be retroactive, then the 90-day period referred to above shall be extended to include the period of retroactive effect thereof. Notwithstanding any other provision of this Section 2.15, neither any Lender nor any Fronting Bank shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender or such Fronting Bank to demand such compensation in similar circumstances under comparable provisions of other credit agreements, if any. If any Lender or any Fronting Bank shall receive as a refund any moneys from any source that it has listed on the certificate provided pursuant to (c) above as an increased cost, to the extent that the Borrower has previously paid such increased cost to such Lender or such Fronting Bank, such Lender or Fronting Bank shall promptly forward such refund to the Borrower without interest.
(e) Notwithstanding the foregoing provisions of this Section, no Lender shall demand compensation pursuant to this Section in respect of any Competitive Loan for any increased cost or reduction referred to above if the circumstance that would otherwise entitle it to such compensation shall have been publicly announced prior to submission of the Competitive Bid pursuant to which such Loan was made.
Appears in 2 contracts
Sources: Credit Agreement (Lyondell Chemical Co), Credit Agreement (Equistar Chemicals Lp)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement any change Change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof Law (whether or not having the force of lawi) shall change the basis of taxation of payments to any Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency Loan made by such Lender or any Letter of Credit or participation therein, or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income or capital stock of such Lender by the jurisdiction in which such Lender has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or any Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate), (ii) subject any Lender or any Issuing Bank to any Tax of any kind whatsoever with respect to this Agreement, or any Loan made by it, to such Lender or such Issuing Bank in respect thereof (except for Indemnified Taxes or Other Taxes covered by section 2.20 and the imposition of, or any lending office of change in the rate of, any Excluded Tax payable by such Lender) Lender or the such Issuing Bank), or (iii) shall impose on such Lender or the such Issuing Bank or the London interbank market any other condition affecting this Agreement or any Eurocurrency Loan Eurodollar Loans made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender or such Issuing Bank of making or maintaining any Eurocurrency Eurodollar Loan (or to in the case of clause (ii) above, any loan) or increase the cost to such any Lender or the any Issuing Bank of participating in, issuing or maintaining main- taining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or such Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or such Issuing Bank to be material, then Holdings shall (or shall cause the Borrowers to) Borrower will pay to such Lender or such Issuing Bank, as the Issuing Bank case may be, upon demand such additional amount or amounts as will compensate such Lender or such Issuing Bank, as the Issuing Bank case may be, for such additional costs incurred or reduction suffered.
(b) If any Lender or the any Issuing Bank shall have determined that any change after the date hereof Change in the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basel Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or any Lender's or the Issuing Bank's holding company with any request or directive Law regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's ’s or the such Issuing Bank's ’s capital or on the capital of such Lender's ’s or the such Issuing Bank's ’s holding company, if any, as a consequence of this Agreement or the Loans made or participations in Letters of Credit or participations therein made purchased by such Lender pursuant hereto or the Letters of Credit issued by such Issuing Bank pursuant hereto to a level below that which such Lender, the Lender or such Issuing Bank or such Lender's ’s or the such Issuing Bank's ’s holding company could have achieved but for such applicability, adoption, change or compliance Change in Law (taking into consideration such Lender's and the ’s or such Issuing Bank's ’s policies and the policies of such Lender's and the ’s or such Issuing Bank's ’s holding company with respect to capital adequacy) by an amount deemed by such Lender or the such Issuing Bank to be material, then from time to time Holdings the Borrower shall (or shall cause the responsible Borrower to) pay to such Lender or such Issuing Bank, as the Issuing Bank case may be, such additional amount or amounts as will compensate such Lender, the Lender or such Issuing Bank or such Lender's ’s or the such Issuing Bank's ’s holding company for any such reduction suffered.
(c) A certificate of a Lender or the an Issuing Bank setting forth such the amount or amounts as shall be necessary to compensate such Lender or the such Issuing Bank or its holding company, as applicable, as specified in paragraph (a) or (b) above, as the case may be, above shall be delivered to Holdings the Borrower and shall be conclusive absent manifest error. Holdings The Borrower shall (or shall cause the responsible Borrower to) pay each such Lender or the such Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after the its receipt of the same.
(d) Except as provided below in this paragraph (d), failure Failure or delay on the part of any Lender or the any Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's ’s or the such Issuing Bank's ’s right to demand compensation such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or any Issuing Bank under paragraph (a) or (b) above with respect to increased costs or reductions with respect to any period prior to the date that is 120 days prior to such period request if such Lender or such Issuing Bank knew or could reasonably have been expected to know of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any other increased costs or reductions arising out of the retroactive application of any Change in Law within such 120-day period. The protection of this Section shall be available to each Lender and the each Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which Change in Law that shall have occurred or been imposed. Neither the Issuing Bank nor any Lender shall be entitled to compensation under this Section 2.13 for any costs incurred or reductions suffered with respect to any date unless it shall have notified Holdings that it will demand compensation for such costs or reductions not more than 90 days after the later of (i) such date and (ii) the date on which it shall have become aware of such costs or reductions.
Appears in 2 contracts
Sources: Credit Agreement (Calpine Corp), Credit Agreement (Calpine Corp)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender (or any lending office the Fronting Bank in respect of any Lender) Letter of Credit or the Issuing Bank of the principal of or interest on any Eurocurrency Eurodollar Loan made by such Lender or any Letter of Credit or participation therein, or any Fees or other amounts payable hereunder (other than changes in respect of (i) taxes imposed on the overall net income or capital stock of such Lender or the Fronting Bank by the jurisdiction in which such Lender or the Fronting Bank has its principal office or by any political subdivision or taxing authority thereintherein and (ii) any Taxes described in Section 2.19), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, or deposits with or for the account of or credit extended by or, in the case of the Letters of Credit, participated in by such Lender (or except any lending office of such Lenderreserve requirement which is reflected in the Adjusted LIBO Rate) or the Issuing Bank, Fronting Bank or shall impose on such Lender or the Issuing Fronting Bank or the London interbank eurodollar market any other condition affecting this Agreement or any Eurocurrency Loan made by such Lender or Agreement, any Letter of Credit (or any participation thereinwith respect thereto), the Letter of Credit Exposure, the Letter of Credit Commitment or any Eurodollar Loans of such Lender or the Fronting Bank, and the result of any of the foregoing shall be to increase the cost to such Lender or the Fronting Bank of making or maintaining its Letter of Credit Exposure, its Letter of Credit Commitment or any Eurocurrency Eurodollar Loan or to increase (or, in the cost to such Lender or case of the Issuing Bank Fronting Bank, of participating in, issuing or maintaining making any payment under any Letter of Credit Credit) or to reduce the amount of any sum received or receivable by such Lender or the Fronting Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or the Fronting Bank to be material, then Holdings shall (or shall cause from time to time the Borrowers to) Borrower will pay to such Lender or the Issuing Fronting Bank upon demand such additional amount or amounts as will compensate such Lender or the Issuing Fronting Bank for such additional costs incurred or reduction suffered.
(b) If any Lender or the Issuing Fronting Bank shall have determined that any change after the date hereof in the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basel Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change after the date hereof in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or the Fronting Bank or any Lender's or the Issuing Fronting Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of made or issued after the date hereof by any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's or the Issuing Fronting Bank's capital or on the capital of such Lender's or the Issuing Fronting Bank's holding company, if any, as a consequence of this Agreement or the Loans or Letters of Credit or participations therein made by such Lender or the Issuing Bank its obligations pursuant hereto to a level below that which such Lender, Lender or the Issuing Fronting Bank or such Lender's or the Issuing Fronting Bank's holding company could would have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's and or the Issuing Fronting Bank's policies and the policies of such Lender's and or the Issuing Fronting Bank's holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Fronting Bank to be material, then from time to time Holdings the Borrower shall (or shall cause the responsible Borrower to) pay to such Lender or the Issuing Fronting Bank upon demand such additional amount or amounts as will compensate such Lender, Lender or the Issuing Fronting Bank or such Lender's or the Issuing Fronting Bank's holding company for any such reduction suffered.
(c) A certificate of a each Lender or the Issuing Fronting Bank setting forth such amount or amounts as shall be necessary to compensate such Lender or the Issuing Fronting Bank or its holding company as specified in paragraph (a) or (b) above, as the case may be, shall be delivered to Holdings the Borrower through the Administrative Agent and shall be conclusive absent manifest error. Holdings The Borrower shall (or shall cause the responsible Borrower to) pay each Lender or the Issuing Fronting Bank the amount shown as due on any such certificate delivered by it within 10 days after the its receipt of the same.
(d) Except as provided below in this In the event any Lender or the Fronting Bank delivers a notice pursuant to paragraph (d)e) below, failure the Borrower may require, at the Borrower's expense and subject to Section 2.15, such Lender or the Fronting Bank to assign, at par plus accrued interest and fees, without recourse (in accordance with Section 9.04) all its interests, rights and obligations hereunder (including, in the case of a Lender, all of its Commitments and the Loans at the time owing to it and participations in Letters of Credit held by it and its obligations to acquire such participations) to a financial institution specified by the Borrower; provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authority, (ii) the Borrower shall have received the written consent of the Administrative Agent (which consent shall not be unreasonably withheld) and the Fronting Bank to such assignment, (iii) the Borrower shall have paid to the assigning Lender or the Fronting Bank all monies accrued and owing hereunder to it (including pursuant to this Section 2.13) and (iv) in the case of a required assignment by the Fronting Bank, all outstanding Letters of Credit issued by the Fronting Bank shall be canceled and returned to the Fronting Bank.
(e) Promptly after any Lender or the Fronting Bank has determined, in its sole judgment, that it will make a request for increased compensation pursuant to this Section 2.13, such Lender or the Fronting Bank will notify the Borrower thereof. Failure on the part of any Lender or the Issuing Fronting Bank so to notify the Borrower or to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's or the Issuing Fronting Bank's right to demand compensation with respect to such period or any other period; provided that the Borrower shall not be under any obligation to compensate any Lender or the Fronting Bank under paragraph (b) above with respect to increased costs or reductions with respect to any period prior to the date that is six months prior to such request if such Lender or the Fronting Bank knew or could reasonably have been expected to be aware of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would in fact result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any law, regulation, rule, guideline or directive as aforesaid within such six month period. The protection of this Section 2.13 shall be available to each Lender and the Issuing Fronting Bank regardless of any possible contention of as to the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed. Neither the Issuing Bank nor any Lender shall be entitled to compensation under this Section 2.13 for any costs incurred or reductions suffered with respect to any date unless it shall have notified Holdings that it will demand compensation for such costs or reductions not more than 90 days after the later of (i) such date and (ii) the date on which it shall have become aware of such costs or reductions.
Appears in 1 contract
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement any change Change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof Law shall: (whether or not having the force of lawi) shall change the basis of taxation of payments to any Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency Loan made by such Lender or any Letter of Credit or participation therein, or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income or capital stock of such Lender by the jurisdiction in which such Lender has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such any Lender (except any such reserve requirement which is reflected in the Adjusted LIBO Rate); (ii) subject any Lender to any Taxes (other than (A) Excluded Taxes or any lending office of such Lender(B) Indemnified Taxes) on its loans, loan principal, commitments or the Issuing Bankother obligations, or shall its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on such Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement or any Eurocurrency Loan Eurodollar Loans made by such Lender or any Letter of Credit or participation therein, ; and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurocurrency Eurodollar Loan or to increase the cost to such any Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender to be material, then Holdings shall (or shall cause the Borrowers to) will pay to such Lender or the Issuing Bank Lender, upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank Lender, for such additional costs incurred or reduction sufferedin the amount received or receivable.
(b) If any Lender or the Issuing Bank shall have determined that any change after the date hereof Change in the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basel Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or any Lender's or the Issuing Bank's holding company with any request or directive Law regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, liquidity has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's ’s capital or on the capital of such Lender's or the Issuing Bank's ’s holding company, if any, as a consequence of this Agreement or the Loans or Letters of Credit or participations therein made by such Lender or the Issuing Bank pursuant hereto to a level below that which such Lender, the Issuing Bank Lender or such Lender's or the Issuing Bank's ’s holding company could have achieved but for such applicability, adoption, change or compliance Change in Law (taking into consideration such Lender's and the Issuing Bank's ’s policies and the policies of such Lender's and the Issuing Bank's ’s holding company with respect to capital adequacyadequacy and liquidity) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time Holdings the Borrowers shall (or shall cause the responsible Borrower to) pay to such Lender or Lender, as the Issuing Bank case may be, such additional amount or amounts as will compensate such Lender, the Issuing Bank Lender or such Lender's or the Issuing Bank's ’s holding company for any such reduction suffered.
(c) A certificate of a Lender or the Issuing Bank setting forth such in reasonable detail the basis for and the calculation of the amount or amounts as shall be necessary to compensate such Lender or the Issuing Bank its holding company, as applicable, as specified in paragraph (a) or (b) above, as the case may be, above shall be delivered to Holdings the Borrowers (with a copy to the Administrative Agent) and shall be conclusive absent manifest error. Holdings The Borrowers shall (or shall cause the responsible Borrower to) pay each such Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after the its receipt of the same.
(d) Except as provided below in this paragraph (d), failure Failure or delay on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's or the Issuing Bank's ’s right to demand compensation such compensation; provided that the Borrowers shall not be under any obligation to compensate any Lender under paragraph (a) or (b) above with respect to increased costs or reductions with respect to any period prior to the date that is 120 days prior to such period request if such Lender knew or could reasonably have been expected to know of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such increased costs or reductions; provided, further, that the foregoing limitation shall not apply to any other increased costs or reductions arising out of the retroactive application of any Change in Law within such 120-day period. The protection of this Section shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which Change in Law that shall have occurred or been imposed. Neither the Issuing Bank nor any ; provided that no Lender shall be entitled to claim any compensation under this Section 2.13 for any costs incurred or reductions suffered with respect to any date unless it shall have notified Holdings that it will demand such Lender is generally seeking similar compensation for such costs or reductions not more than 90 days after the later of (i) such date and (ii) the date on which it shall have become aware of such costs or reductionsfrom similarly situated borrowers.
Appears in 1 contract
Sources: Credit Agreement (Lindblad Expeditions Holdings, Inc.)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement any change Change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof Law (whether or not having the force of lawi) shall change the basis of taxation of payments to any Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency Loan made by such Lender or any Letter of Credit or participation therein, or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income or capital stock of such Lender by the jurisdiction in which such Lender has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such any Lender (or except any lending office of such Lenderreserve requirement which is reflected in the Adjusted LIBO Rate), (ii) or the Issuing Bank, or shall impose on such Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement or any Eurocurrency Loan Eurodollar Loans made by such Lender (other than Taxes) or (iii) shall subject any Lender to any Tax of any kind whatsoever with respect to this Agreement or any Letter Eurodollar Loans made by it, or change the basis of Credit taxation of payment to such Lender in respect thereof (except for Indemnified Taxes or participation thereinOther Taxes indemnifiable under Section 2.20 or any Excluded Taxes), and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurocurrency Eurodollar Loan or to increase the cost to such any Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by such Lender to be material, then Holdings shall from time to time as specified in clause (or shall cause c) below, the Borrowers to) Borrower will pay to such Lender or the Issuing Bank upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank for such additional costs incurred or reduction suffered.
(b) If any Lender or the Issuing Bank shall have determined determines that any change after the date hereof Change in the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basel Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Law affecting such Lender (or any lending office of such Lender or such Lender) or any Lender's or the Issuing Bank's ’s holding company with any request or directive company, if any, regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agencyliquidity requirements, has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's ’s capital or on the capital of such Lender's or the Issuing Bank's ’s holding company, if any, as a consequence of this Agreement Agreement, the Commitments of such Lender or the Term Loans or Letters of Credit or participations therein made by such Lender or the Issuing Bank pursuant hereto to a level below that which such Lender, the Issuing Bank Lender or such Lender's or the Issuing Bank's ’s holding company could have achieved but for such applicability, adoption, change or compliance Change in Law (taking into consideration such Lender's and the Issuing Bank's ’s policies and the policies of such Lender's and the Issuing Bank's ’s holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material), then from time to time Holdings shall as specified in clause (or shall cause c) below, the responsible Borrower to) will pay to such Lender or the Issuing Bank such additional amount or amounts as will compensate such Lender, the Issuing Bank Lender or such Lender's or the Issuing Bank's ’s holding company for any such reduction suffered.
(c) A certificate of a Lender or the Issuing Bank setting forth such in reasonable detail the calculation of the amount or amounts as shall be (and the basis thereof) necessary to compensate such Lender or the Issuing Bank its holding company, as applicable, as specified in paragraph (a) or (b) above, as the case may be, above shall be delivered to Holdings the Borrower and shall be conclusive absent manifest error. Holdings The Borrower shall (or shall cause the responsible Borrower to) pay each such Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after the its receipt of the same.
(d) Except as provided below in this paragraph (d), failure Failure or delay on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's or the Issuing Bank's ’s right to demand compensation such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender under paragraph (a) or (b) above with respect to increased costs or reductions with respect to any period prior to the date that is 180 days prior to such period request if such Lender knew or could reasonably have been expected to know of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any other increased costs or reductions arising out of the retroactive application of any Change in Law within such 180-day period. The protection of this Section 2.14(d) shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which Change in Law that shall have occurred or been imposed. Neither .
(e) In the Issuing Bank nor event any Lender shall be seeks compensation pursuant to this Section 2.14 that it would not have otherwise been entitled to compensation under this Section 2.13 for any costs incurred or reductions suffered with respect seek except pursuant to any date unless it the operation of the proviso in the definition of “Change in Law,” such Lender shall have notified Holdings provide a certificate to the Borrower that it will demand is generally also seeking such compensation for such costs or reductions not more than 90 days after from similarly situated borrowers under syndicated loan facilities similar to the later of (i) such date and (ii) the date on which it shall have become aware of such costs or reductionsfacilities set forth herein.
Appears in 1 contract
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement any change Change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof Law shall
(whether or not having the force of lawi) shall change the basis of taxation of payments to any Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency Loan made by such Lender or any Letter of Credit or participation therein, or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income or capital stock of such Lender by the jurisdiction in which such Lender has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with with, or for the account of of, or credit extended by by, any Lender, except any such reserve requirement that is reflected in the Adjusted LIBO Rate;
(ii) subject any Lender to any Taxes (or any lending office other than (A) Indemnified Taxes and (B) Excluded Taxes) on its loans, loan principal, letters of such Lender) or the Issuing Bankcredit, commitments, or shall other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or
(iii) impose on such Lender or the Issuing Bank or the London any applicable interbank market any other condition affecting this Agreement or any Eurocurrency Loan Loans made by such Lender (other than any change to the basis or rate of taxation applicable to any Letter of Credit or participation thereinLender), and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurocurrency Loan or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender to be material, then Holdings shall (or shall cause the Borrowers to) Borrower will pay to such Lender or the Issuing Bank upon demand such additional amount or amounts (without duplication of amounts paid by the Borrower pursuant to Section 2.20) as will compensate such Lender or the Issuing Bank for such additional costs incurred or reduction suffered; provided that such amounts shall be proportionate and non-discriminatory relative to the amounts that such Lender charges borrowers or account parties for such additional amounts incurred in connection with substantially similar facilities as determined by such Lender acting in good faith exercising reasonable credit judgment.
(b) If any Lender or the Issuing Bank shall have determined that any change after the date hereof Change in the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basel Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or any Lender's or the Issuing Bank's holding company with any request or directive Law regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, liquidity requirements has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's ’s capital or on the capital of such Lender's or the Issuing Bank's ’s holding company, if any, as a consequence of this Agreement or the Loans or Letters of Credit or participations therein made by such Lender or the Issuing Bank pursuant hereto to a level below that which such Lender, the Issuing Bank Lender or such Lender's or the Issuing Bank's ’s holding company could have achieved but for such applicability, adoption, change or compliance Change in Law (taking into consideration such Lender's and the Issuing Bank's ’s policies and the policies of such Lender's and the Issuing Bank's ’s holding company with respect to capital adequacyadequacy or liquidity requirements) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time Holdings the Borrower shall (or shall cause the responsible Borrower to) pay to such Lender or Lender, as the Issuing Bank case may be, such additional amount or amounts as will compensate such Lender, the Issuing Bank Lender or such Lender's or the Issuing Bank's ’s holding company for any such reduction suffered; provided that such amounts shall be proportionate and non-discriminatory relative to the amounts that such Lender charges borrowers or account parties for such additional amounts incurred in connection with substantially similar facilities as determined by such Lender acting in good faith exercising reasonable credit judgment.
(c) A certificate of a Lender or the Issuing Bank setting forth such the amount or amounts as shall be necessary to compensate such Lender or the Issuing Bank its holding company, as applicable, as specified in paragraph (a) or (b) above, as and setting forth in reasonable detail the case may be, basis on which such amount or amounts were calculated shall be delivered to Holdings the Borrower and shall be conclusive absent manifest error. Holdings The Borrower shall (or shall cause the responsible Borrower to) pay each such Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 20 days after the its receipt of the same.
(d) Except as provided below in this paragraph (d), failure Failure or delay on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's or the Issuing Bank's ’s right to demand compensation such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender under paragraph (a) or (b) above with respect to increased costs or reductions with respect to any period prior to the date that is 120 days prior to such period request if such Lender knew or could reasonably have been expected to know of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any other increased costs or reductions arising out of the retroactive application of any Change in Law within such 120-day period. The protection of this Section shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which Change in Law that shall have occurred or been imposed. Neither .
(e) For the Issuing avoidance of doubt, this Section 2.14 shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity requirements issued in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity requirements promulgated by the Bank nor for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or implemented but solely to the extent any Lender shall be entitled to requesting any such compensation under described in this Section 2.13 for any costs incurred or reductions suffered with respect 2.14 is generally imposing such charges on similarly situated borrowers where the terms of other syndicated credit facilities permit it to any date unless it shall have notified Holdings that it will demand compensation for impose such costs or reductions not more than 90 days after the later of (i) such date and (ii) the date on which it shall have become aware of such costs or reductionscharges.
Appears in 1 contract
Sources: Bridge Credit Agreement
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change result in the basis imposition, modification or applicability of taxation of payments to any Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency Loan made by such Lender or any Letter of Credit or participation therein, or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income or capital stock of such Lender by the jurisdiction in which such Lender has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such any Lender (or any lending office of such Lender) or the Issuing BankLC Issuer, or shall impose result in the imposition on such (i) any Lender or the Issuing Bank LC Issuer or the London interbank market of any other condition affecting this Agreement Agreement; (ii) such Lender’s Commitment; or (iii) any Eurocurrency Loan or Fixed Rate Loan made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurocurrency Loan or Fixed Rate Loan or to increase the cost to such Lender or the Issuing Bank LC Issuer of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or the LC Issuer hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by such Lender or the LC Issuer, as the case may be, to be material, then Holdings shall (or shall cause the Borrowers to) pay to such Lender or the Issuing Bank upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank LC Issuer, as the case may be, for such additional costs incurred or reduction sufferedwill be paid by the Borrowers to such Lender or the LC Issuer upon demand. Notwithstanding the foregoing, no Lender shall be entitled to request compensation under this paragraph with respect to any Competitive Loan if the change giving rise to such request was applicable to such Lender at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made.
(b) If any Lender or the Issuing Bank LC Issuer shall have determined that any change after the date hereof in the applicability adoption of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basel Basle Committee on Banking Regulations and Supervisory Practices entitled "“International Convergence of Capital Measurement and Capital Standards"”, or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or any Lender's the LC Issuer or the Issuing Bank's holding company of such Lender or the LC Issuer with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's capital or on (i) the capital of such Lender's , the LC Issuer or the Issuing Bank's holding companycompany of such Lender or the LC Issuer, if anyas the case may be, as a consequence of this Agreement Agreement; (ii) such Lender’s Commitment; or (iii) the Loans made by or participations in Letters of Credit or participations therein made held by such Lender Lender, or the Issuing Bank Letters of Credit issued by the LC Issuer, pursuant hereto to a level below that which such Lender, the Issuing Bank or such Lender's LC Issuer or the Issuing Bank's holding company of such Lender or the LC Issuer, as the case may be, could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's and ’s or the Issuing Bank's LC Issuer’s policies and the policies of such Lender's and the Issuing Bank's holding company of such Lender or the LC Issuer with respect to capital adequacy) by an amount reasonably deemed by such Lender or the Issuing Bank LC Issuer, as the case may be, to be material, then from time to time Holdings shall (or shall cause the responsible Borrower to) pay to such Lender or the Issuing Bank such additional amount or amounts as will compensate such Lender, the Issuing Bank or such Lender's Lender or the Issuing Bank's LC Issuer or the holding company of such Lender or the LC Issuer for any such reduction sufferedwill be paid by the Borrowers to such Lender or the LC Issuer, as the case may be.
(c) A certificate of a any Lender or the Issuing Bank LC Issuer setting forth such amount or amounts as shall be necessary to compensate such Lender or the Issuing Bank LC Issuer or its holding company, as applicable, as specified in paragraph (a) or (b) above, as the case may be, shall be delivered to Holdings the Company and shall be conclusive absent manifest error. Holdings The Borrowers shall (or shall cause the responsible Borrower to) pay each such Lender or the Issuing Bank LC Issuer, as the case may be, the amount shown as due on any such certificate delivered by it within 10 days after the its receipt of the same.
(d) Except as provided below in this paragraph (d), failure Failure on the part of any Lender or the Issuing Bank LC Issuer to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's ’s or the Issuing Bank's LC Issuer’s right to demand compensation with respect to such period or any other period. The protection of this Section shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law; provided, rulehowever, regulation, guideline or other change or condition which shall have occurred or been imposed. Neither the Issuing Bank nor that neither any Lender nor the LC Issuer shall be entitled to compensation under this Section 2.13 2.14 for any costs incurred or reductions suffered with respect to any date unless it shall have notified Holdings the Company that it will demand compensation for such costs or reductions under paragraph (c) above not more than 90 days after the later of (i) such date and (ii) the date on which it shall have become aware of such costs or reductions. The protection of this Section shall be available to each Lender and the LC Issuer regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed.
Appears in 1 contract
Sources: Five Year Competitive Advance and Revolving Credit Facility Agreement (Hartford Life Inc)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement any change Change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency Loan made by such Lender or any Letter of Credit or participation therein, or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income or capital stock of such Lender by the jurisdiction in which such Lender has its principal office or by any political subdivision or taxing authority therein), or Law shall impose, modify or deem applicable any reserve, liquidity, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such any Lender (or except any lending office of such Lenderreserve requirement which is reflected in the Adjusted LIBO Rate) or the Issuing Bank, or shall impose on such Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement or any Eurocurrency Loan Eurodollar Loans made by such Lender therein or shall subject any Letter of Credit Lender or participation thereinthe Administrative Agent to any Tax (other than any Excluded Taxes and any Indemnified Taxes that are covered by Section 2.20) with respect to the Loans, the Commitments or other obligations, deposits, reserves or other capital or liability relating thereto, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurocurrency Eurodollar Loan or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender to be material, then Holdings shall (or shall cause the Borrowers to) Borrower will pay to such Lender or the Issuing Bank upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank for such additional costs incurred or reduction suffered.
(b) If any Lender or the Issuing Bank shall have determined that any change after the date hereof Change in the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basel Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or any Lender's or the Issuing Bank's holding company with any request or directive Law regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's ’s capital or on the capital of such Lender's or the Issuing Bank's ’s holding company, if any, as a consequence of this Agreement or the Loans or Letters of Credit or participations therein made by such Lender or the Issuing Bank pursuant hereto to a level below that which such Lender, the Issuing Bank or such Lender's or the Issuing Bank's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's and the Issuing Bank's policies and the policies of such Lender's and the Issuing Bank's holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time Holdings shall (or shall cause the responsible Borrower to) pay to such Lender or the Issuing Bank such additional amount or amounts as will compensate such Lender, the Issuing Bank or such Lender's or the Issuing Bank's holding company for any such reduction suffered.
(c) A certificate of a Lender or the Issuing Bank setting forth such amount or amounts as shall be necessary to compensate such Lender or the Issuing Bank as specified in paragraph (a) or (b) above, as the case may be, shall be delivered to Holdings and shall be conclusive absent manifest error. Holdings shall (or shall cause the responsible Borrower to) pay each Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after the receipt of the same.
(d) Except as provided below in this paragraph (d), failure on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's or the Issuing Bank's right to demand compensation with respect to such period or any other period. The protection of this Section shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed. Neither the Issuing Bank nor any Lender shall be entitled to compensation under this Section 2.13 for any costs incurred or reductions suffered with respect to any date unless it shall have notified Holdings that it will demand compensation for such costs or reductions not more than 90 days after the later of (i) such date and (ii) the date on which it shall have become aware of such costs or reductions.or
Appears in 1 contract
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement any change Change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof Law shall:
(whether or not having the force of lawi) shall change the basis of taxation of payments to any Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency Loan made by such Lender or any Letter of Credit or participation therein, or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income or capital stock of such Lender by the jurisdiction in which such Lender has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of of, or credit extended by such Lender (or by, any lending office of such Lender) or the Issuing Bank, or shall impose on such Lender or the Issuing Bank Administrative Agent;
(ii) subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 2.16 and the imposition of, or any change in the rate of, any Excluded Taxes payable by such Lender); or
(iii) impose on any Lender or the London interbank market Administrative Agent any other condition affecting this Agreement or any Eurocurrency Loan Loans made by such Lender or any Letter of Credit or participation therein, Lender; and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurocurrency Loan (or of maintaining its obligation to increase the cost to maintain any such Loan) by an amount reasonably deemed by such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender Administrative Agent to be material, then Holdings shall (or shall cause the Borrowers to) will pay to such Lender or the Issuing Bank Administrative Agent, as the case may be, upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank for such additional costs incurred or reduction suffered.
(b) If any Lender or the Issuing Bank Administrative Agent shall have reasonably determined that any change after the date hereof Change in the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basel Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or any Lender's or the Issuing Bank's holding company with any request or directive Law regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, liquidity and capital requirements has or would have the effect of reducing the rate of return on such Lender's ’s or the Issuing Bank's Administrative Agent’s capital or on the capital of such Lender's ’s or the Issuing Bank's holding companyAdministrative Agent’s, if any, as a consequence of this Agreement or the Loans or Letters of Credit or participations therein made by such Lender or the Issuing Bank pursuant hereto to a level below that which such LenderLender or the Administrative Agent, the Issuing Bank or such Lender's ’s or the Issuing Bank's Administrative Agent’s holding company company, could have achieved but for such applicability, adoption, change or compliance Change in Law (taking into consideration such Lender's and ’s or the Issuing Bank's Administrative Agent’s policies and the policies of such Lender's and ’s or the Issuing Bank's Administrative Agent’s holding company with respect to capital adequacy) by an amount deemed by such Lender adequacy or the Issuing Bank to be materialliquidity and capital requirements), then from time to time Holdings the Borrowers shall (or shall cause the responsible Borrower to) pay to such Lender or the Issuing Bank Administrative Agent, as the case may be, such additional amount or amounts as will compensate such LenderLender or the Administrative Agent, the Issuing Bank or such Lender's ’s or the Issuing Bank's Administrative Agent’s holding company company, for any such reduction suffered.
(c) A certificate of a Lender or the Issuing Bank Administrative Agent setting forth such the amount or amounts as shall be necessary to compensate such Lender or the Issuing Bank Administrative Agent or its holding company, as applicable, as specified in paragraph clause (a) or (b) above, as the case may be, of this Section 2.15 shall be delivered to Holdings the Borrowers and shall be conclusive absent manifest error. Holdings The Borrowers shall (or shall cause the responsible Borrower to) pay each such Lender or the Issuing Bank Administrative Agent, as the case may be, the amount or amounts shown as due on any such certificate delivered by it within 10 days after the its receipt of the same.
(d) Except as provided below in this paragraph (d), failure Failure or delay on the part of any Lender or the Issuing Bank Administrative Agent to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect pursuant to any period this Section 2.15 shall not constitute a waiver of such Lender's ’s or the Issuing Bank's Administrative Agent’s right to demand compensation such compensation; provided that the Borrowers shall not be under any obligation to compensate any Lender or the Administrative Agent under clause (a) or (b) of this Section 2.15 for increased costs or reductions with respect to any period prior to the date that is more than 365-days prior to such period request if such Lender or the Administrative Agent knew or could reasonably have been expected to know of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such increased costs or reductions; provided, further, that the foregoing limitation shall not apply to any other increased costs or reductions arising out of the retroactive application of any Change in Law within such 365-day period. The protection of this Section 2.15 shall be available to each Lender and the Issuing Bank Administrative Agent regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which Change in Law that shall have occurred or been imposed. Neither the Issuing Bank nor any Lender shall be entitled to compensation under this Section 2.13 for any costs incurred or reductions suffered with respect to any date unless it shall have notified Holdings that it will demand compensation for such costs or reductions not more than 90 days after the later of (i) such date and (ii) the date on which it shall have become aware of such costs or reductions.
Appears in 1 contract
Sources: Term Loan Agreement (Hall of Fame Resort & Entertainment Co)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement any change Change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency Loan made by such Lender or any Letter of Credit or participation therein, or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income or capital stock of such Lender by the jurisdiction in which such Lender has its principal office or by any political subdivision or taxing authority therein), or Law shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such any Lender (or except any lending office of such Lender) reserve requirement which is reflected in the Adjusted LIBO Rate), shall subject any Lender or the Issuing BankAdministrative Agent to any Taxes (other than (i) Indemnified Taxes imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (ii) Excluded Taxes) on its Loans, Commitments or other obligations or its deposits, reserves, other liabilities or capital attributable thereto or shall impose on such Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement or any Eurocurrency Loan Eurodollar Loans made by such Lender or any Letter of Credit or participation thereinLender, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurocurrency Eurodollar Loan or to increase the cost to such any Lender or the Issuing Bank of participating in, issuing purchasing or maintaining any Letter of Credit a participation therein or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender to be material, then Holdings shall (or shall cause the Borrowers to) Borrower will pay to such Lender or the Issuing Bank upon demand from time to time such additional amount or amounts as will compensate such Lender or the Issuing Bank for such additional costs incurred or reduction suffered.
(b) If any Lender or the Issuing Bank shall have determined that any change after the date hereof Change in the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basel Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or any Lender's or the Issuing Bank's holding company with any request or directive Law regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, liquidity has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's ’s capital or on the capital of such Lender's or the Issuing Bank's ’s holding company, if any, as a consequence of this Agreement or the Loans or Letters of Credit or participations therein made by such Lender or the Issuing Bank pursuant hereto to a level below that which such Lender, the Issuing Bank Lender or such Lender's or the Issuing Bank's ’s holding company could have achieved but for such applicability, adoption, change or compliance Change in Law (taking into consideration such Lender's and the Issuing Bank's ’s policies and the policies of such Lender's and the Issuing Bank's ’s holding company with respect to capital adequacyadequacy or liquidity) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time Holdings the Borrower shall (or shall cause the responsible Borrower to) pay to such Lender or Lender, as the Issuing Bank case may be, such additional amount or amounts as will compensate such Lender, the Issuing Bank Lender or such Lender's or the Issuing Bank's ’s holding company for any such reduction suffered.
(c) A certificate of a Lender or the Issuing Bank setting forth such the amount or amounts as shall be necessary to compensate such Lender or the Issuing Bank its holding company, as applicable, as specified in paragraph (a) or (b) above, as the case may be, shall be delivered to Holdings and shall be conclusive absent manifest error. Holdings shall (or shall cause the responsible Borrower to) pay each Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after the receipt of the same.
(d) Except as provided below in this paragraph (d), failure on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's or the Issuing Bank's right to demand compensation with respect to such period or any other period. The protection of this Section shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed. Neither the Issuing Bank nor any Lender shall be entitled to compensation under this Section 2.13 for any costs incurred or reductions suffered with respect to any date unless it shall have notified Holdings that it will demand compensation for such costs or reductions not more than 90 days after the later of (i) such date and (ii) the date on which it shall have become aware of such costs or reductions.or
Appears in 1 contract
Sources: Restructuring Support Agreement (Pyxus International, Inc.)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement any change Change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency Loan made by such Lender or any Letter of Credit or participation therein, or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income or capital stock of such Lender by the jurisdiction in which such Lender has its principal office or by any political subdivision or taxing authority therein), or Law shall impose, modify or deem applicable any reserve, special deposit deposit, liquidity requirement, Tax (other than Indemnified Taxes and Other Taxes indemnified pursuant to Section 2.20 and Excluded Taxes) or similar requirement against assets of, deposits with or for the account of or credit extended by such any Lender (or except any lending office of such Lenderreserve requirement which is reflected in the Adjusted LIBO Rate) or the Issuing Bank, or shall impose on such Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement or any Eurocurrency Loan Agreement, Eurodollar Loans made by such Lender or any Letter of Credit or participation thereinLender, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurocurrency Eurodollar Loan or to increase the cost to such any Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender to be material, then Holdings shall (or shall cause the Borrowers to) Borrower will pay to such Lender or the Issuing Bank upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank for such additional costs incurred or reduction suffered.
(b) If any Lender or the Issuing Bank shall have determined that any change after the date hereof Change in the applicability of any law, rule, regulation or guideline adopted pursuant Law (other than a Change in Law relating to or arising out of the July 1988 report of the Basel Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such LenderTaxes) or any Lender's or the Issuing Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, liquidity has had or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's ’s capital or on the capital of such Lender's or the Issuing Bank's ’s holding company, if any, as a consequence of this Agreement or the Loans or Letters of Credit or participations therein made by such Lender or the Issuing Bank pursuant hereto to a level below that which such Lender, the Issuing Bank Lender or such Lender's or the Issuing Bank's ’s holding company could have achieved but for such applicability, adoption, change or compliance Change in Law (taking into consideration such Lender's and the Issuing Bank's ’s policies and the policies of such Lender's and the Issuing Bank's ’s holding company with respect to capital adequacyadequacy and liquidity) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time Holdings the Borrower shall (or shall cause the responsible Borrower to) pay to such Lender or the Issuing Bank upon demand such additional amount or amounts as will compensate such Lender, the Issuing Bank Lender or such Lender's or the Issuing Bank's ’s holding company for any such reduction suffered.
(c) A certificate of a Lender or the Issuing Bank setting forth such (i) the amount or amounts as shall be necessary to compensate such Lender or its holding company, as applicable, and (ii) the Issuing Bank calculations supporting such amount or amounts, as specified in paragraph (aSections 2.14(a) or (b2.14(b) above, as the case may be, shall be delivered to Holdings the Borrower and shall be conclusive absent manifest error. Holdings The Borrower shall (or shall cause the responsible Borrower to) pay each such Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after the its receipt of the same.
(d) Except as provided below in this paragraph (d), failure Failure or delay on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's or the Issuing Bank's ’s right to demand compensation such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender under Sections 2.14(a) or 2.14(b) with respect to increased costs or reductions with respect to any period prior to the date that is 180 days prior to such period request if such Lender knew or would reasonably have been expected to know of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such increased costs or reductions; provided, further, that the foregoing limitation shall not apply to any other increased costs or reductions arising out of the retroactive application of any Change in Law within such 180-day period. The protection of this Section 2.14 shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which Change in Law that shall have occurred or been imposed. Neither the Issuing Bank nor any Lender shall be entitled to compensation under this Section 2.13 for any costs incurred or reductions suffered with respect to any date unless it shall have notified Holdings that it will demand compensation for such costs or reductions not more than 90 days after the later of (i) such date and (ii) the date on which it shall have become aware of such costs or reductions.
Appears in 1 contract
Sources: Credit Agreement (Altice USA, Inc.)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement any change Change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency Loan made by such Lender or any Letter of Credit or participation therein, or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income or capital stock of such Lender by the jurisdiction in which such Lender has its principal office or by any political subdivision or taxing authority therein), or Law shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by a Purchaser (except any such Lender (or any lending office of such Lenderreserve requirement that is reflected in LIBOR) or the Issuing Bank, or shall impose on such Lender or the Issuing Bank a Purchaser or the London interbank market any other condition affecting this Agreement or any Eurocurrency Loan made Eurodollar Notional Amounts held by such Lender or any Letter of Credit or participation thereina Purchaser, and the result of any of the foregoing shall be to increase the cost to such Lender a Purchaser of making or maintaining any Eurocurrency Loan or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender to be materialEurodollar Notional Amount, then Holdings from time to time the Issuer shall (or shall cause the Borrowers to) pay to such Lender or the Issuing Bank upon demand Purchaser such additional amount or amounts as will compensate such Lender Purchaser or the Issuing Bank such Purchaser’s holding company for any such additional costs incurred or reduction suffered.
(b) If any Lender or the Issuing Bank VFN Purchaser shall have determined that any change after the date hereof Change in the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basel Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or any Lender's or the Issuing Bank's holding company with any request or directive Law regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's a Purchaser’s capital or on the capital of such Lender's or the Issuing Bank's a Purchaser’s holding company, if any, as a consequence of this Agreement or the Loans or Letters of Credit or participations therein made by such Lender or the Issuing Bank pursuant hereto to a level below that which such Lender, the Issuing Bank Purchaser or such Lender's or the Issuing Bank's Purchaser’s holding company could have achieved but for such applicability, adoption, change or compliance Change in Law (taking into consideration such Lender's and the Issuing Bank's Purchaser’s policies and the policies of such Lender's and the Issuing Bank's Purchaser’s holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank Purchaser to be material, then from time to time Holdings the Issuer shall (or shall cause the responsible Borrower to) pay to such Lender or the Issuing Bank Purchaser such additional amount or amounts as will compensate such Lender, the Issuing Bank Purchaser or such Lender's or the Issuing Bank's Purchaser’s holding company for any such reduction suffered. Upon request by the Issuer, the VFN Purchaser shall provide written confirmation of counsel (whether in-house or outside counsel at the option of the Paying Agent) of the existence of such Change in Law.
(c) A certificate of a Lender or the Issuing Bank applicable Purchaser setting forth such the amount or amounts as shall be necessary to compensate such Lender or the Issuing Bank as specified in paragraph (a) or (b) above, as the case may be, shall be delivered to Holdings and above shall be conclusive absent manifest error. Holdings error and the Issuer shall pay such amounts within ten (or shall cause the responsible Borrower to10) pay each Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after the its receipt of the same.
(d) Except as provided below in this paragraph (d), failure Failure or delay on the part of any Lender or the Issuing Bank a Purchaser to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's or the Issuing Bank's Purchaser’s right to demand compensation such compensation; provided that the Issuer shall not be under any obligation to compensate a Purchaser under paragraph (a) or (b) above with respect to such period or any other period. The protection of this Section shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed. Neither the Issuing Bank nor any Lender shall be entitled to compensation under this Section 2.13 for any increased costs incurred or reductions suffered with respect to any period prior to the date unless it shall that is one hundred twenty (120) days prior to such request if such Purchaser knew or could reasonably have notified Holdings that it will demand compensation for been expected to know of the circumstances giving rise to such increased costs or reductions not more than 90 days after and of the later of (i) fact that such date and (ii) the date on which it shall have become aware circumstances would result in a claim for increased compensation by reason of such increased costs or reductions; provided further that, if the applicable Change in Law is retroactive, then such 120-day period shall be extended to include the period of retroactive effect thereof.
Appears in 1 contract
Sources: Note Purchase Agreement (Alternative Investment Partners Absolute Return Fund)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date any Change in Law shall (i) subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any change in applicable law Eurodollar Loan made by it, or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency Eurodollar Loan made by such Lender or any Letter of Credit or participation therein, or any Fees or other amounts payable hereunder (other than (A) changes in respect of taxes imposed on the overall net income or capital stock of such Lender by the jurisdiction in which such Lender has its principal office or by any political subdivision or taxing authority thereintherein and (B) Taxes or Other Taxes, which shall be governed by Section 2.16), or shall ; (ii) impose, modify or deem applicable any reserve, special deposit deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of of, or credit extended or participated in by such any Lender (except any reserve requirement reflected in the Eurodollar Rate hereunder); or any lending office of such Lender(iii) or the Issuing Bank, or shall impose on such any Lender or the Issuing Bank or the London interbank eurodollar market any other condition condition, cost or expense affecting this Agreement or any Eurocurrency Loan Eurodollar Loans made by such Lender or any Letter of Credit or participation therein, Lender; and the result of any of the foregoing shall be to increase the cost to such Lender of making making, converting to, continuing or maintaining any Eurocurrency Eurodollar Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender or the Issuing Bank of participating inLender, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by ), then, upon prompt request of such Lender to be materialLender, then Holdings shall (or shall cause the Borrowers to) Borrower will pay to such Lender or the Issuing Bank upon demand as provided in Section 2.09(c) such additional amount or amounts as will compensate such Lender or the Issuing Bank for such additional costs incurred or reduction suffered.
(b) If any Lender or the Issuing Bank shall have determined determines that any change after the date hereof Change in the applicability Law affecting such Lender or any Lending Office of any lawsuch Lender or such Lender’s holding company, ruleif any, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basel Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or any Lender's or the Issuing Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agencyliquidity requirements, has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's ’s capital or on the capital of such Lender's or the Issuing Bank's ’s holding company, if any, as a consequence of this Agreement or Agreement, the Loans or Letters Commitments of Credit or participations therein made by such Lender or the Issuing Bank pursuant hereto Loans made by such Lender, to a level below that which such Lender, the Issuing Bank Lender or such Lender's or the Issuing Bank's ’s holding company could have achieved but for such applicability, adoption, change or compliance Change in Law (taking into consideration such Lender's and the Issuing Bank's ’s policies and the policies of such Lender's and the Issuing Bank's ’s holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be materialadequacy and liquidity), then from time to time Holdings time, the Borrower shall (or shall cause the responsible Borrower topay as provided in Section 2.09(c) pay to such Lender or the Issuing Bank such additional amount or amounts as will compensate such Lender, the Issuing Bank Lender or such Lender's or the Issuing Bank's ’s holding company for any such reduction suffered.
(c) A certificate of a Lender or the Issuing Bank setting forth such amount or amounts as shall be necessary to compensate such Lender or the Issuing Bank as specified in paragraph (a) or (b) above, as the case may be, shall be delivered to Holdings and shall be conclusive absent manifest error. Holdings shall (or shall cause the responsible Borrower to) pay each Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after the receipt of the same.
(d) Except as provided below in this paragraph (d), failure on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's or the Issuing Bank's right to demand compensation with respect to such period or any other period. The protection of this Section shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed. Neither the Issuing Bank nor any Lender shall be entitled to compensation under this Section 2.13 for any costs incurred or reductions suffered with respect to any date unless it shall have notified Holdings that it will demand compensation for such costs or reductions not more than 90 days after the later of (i) such date and (ii) the date on which it shall have become aware of such costs or reductions.
Appears in 1 contract
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement any change Change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency Loan made by such Lender or any Letter of Credit or participation therein, or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income or capital stock of such Lender by the jurisdiction in which such Lender has its principal office or by any political subdivision or taxing authority therein), or Law shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended Notes purchased by such Lender (or any lending office of such Lender) or the Issuing Bank, Purchaser or shall impose on such Lender or the Issuing Bank or the London interbank market Purchaser any other condition affecting this Agreement or any Eurocurrency Loan Notes made by such Lender or any Letter of Credit or participation thereinPurchaser, and the result of any of the foregoing shall be to increase the cost to such Lender Purchaser of making or maintaining any Eurocurrency Loan or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit Notes or to reduce the amount of any sum received or receivable by such Lender Purchaser hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender Purchaser to be material, then Holdings shall (or shall cause the Borrowers to) Issuer will pay to such Lender or the Issuing Bank Purchaser, upon demand demand, such additional amount or amounts as will compensate such Lender or the Issuing Bank Purchaser for such additional costs incurred or reduction suffered.
(b) If any Lender or the Issuing Bank Purchaser shall have determined that any change after the date hereof Change in the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basel Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or any Lender's or the Issuing Bank's holding company with any request or directive Law regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's Purchaser’s capital or on the capital of such Lender's or the Issuing Bank's Purchaser’s holding company, if any, as a consequence of this Agreement or the Loans or Letters of Credit or participations therein made Notes purchased by such Lender or the Issuing Bank Purchaser pursuant hereto to a level below that which such Lender, the Issuing Bank Purchaser or such Lender's or the Issuing Bank's Purchaser’s holding company could have achieved but for such applicability, adoption, change or compliance Change in Law (taking into consideration such Lender's and the Issuing Bank's Purchaser’s policies and the policies of such Lender's and the Issuing Bank's Purchaser’s holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank Purchaser to be material, then from time to time Holdings the Issuer shall (or shall cause the responsible Borrower to) pay to such Lender or the Issuing Bank Purchaser such additional amount or amounts as will compensate such Lender, the Issuing Bank Purchaser or such Lender's or the Issuing Bank's Purchaser’s holding company for any such reduction suffered.
(c) A certificate of a Lender or the Issuing Bank Purchaser setting forth such the amount or amounts as shall be necessary to compensate such Lender Purchaser or the Issuing Bank its holding company, as applicable, as specified in paragraph (a) or (b) above, as the case may be, above shall be delivered to Holdings the Issuer and shall be conclusive absent manifest error. Holdings The Issuer shall (or shall cause the responsible Borrower to) pay each Lender or the Issuing Bank such Purchaser the amount shown as due on any such certificate delivered by it within 10 days after the its receipt of the same.
(d) Except as provided below in this paragraph (d), failure Failure or delay on the part of any Lender or the Issuing Bank Purchaser to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's or the Issuing Bank's Purchaser’s right to demand compensation such compensation; provided that the Issuer shall not be under any obligation to compensate any Purchaser under paragraph (a) or (b) above with respect to increased costs or reductions with respect to any period prior to the date that is 120 days prior to such period request if such Purchaser knew or could reasonably have been expected to know of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any other increased costs or reductions arising out of the retroactive application of any Change in Law within such 120-day period. The protection of this Section shall be available to each Lender Purchaser and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which Change in Law that shall have occurred or been imposed. Neither the Issuing Bank nor any Lender shall be entitled to compensation under this Section 2.13 for any costs incurred or reductions suffered with respect to any date unless it shall have notified Holdings that it will demand compensation for such costs or reductions not more than 90 days after the later of (i) such date and (ii) the date on which it shall have become aware of such costs or reductions.
Appears in 1 contract
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof Regulatory Change (whether or not having the force of lawi) shall change the basis of taxation of payments to any Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency Eurodollar Loan or Fixed Rate Loan made by such Lender or any Letter of Credit other fees or participation therein, or any Fees or other amounts payable hereunder (other than changes in respect of taxes (x) Taxes imposed on or measured by the capital, receipts or franchises of such Lender or the overall gross or net income or capital stock of such Lender by the jurisdiction in which such Lender has its principal office or by any political subdivision or taxing authority thereintherein (or any Tax which is enacted or adopted by such jurisdiction, political subdivision, or taxing authority as a direct substitute for any such Taxes) or (y) any Tax, assessment, or other governmental charge that would not have been imposed but for the failure of any Lender to comply with any certification, information, documentation, or other reporting requirement), or (ii) shall impose, modify modify, or deem applicable any reserve, special deposit deposit, or similar requirement with respect to any Eurodollar Loan, against assets of, deposits with or for the account of of, or credit extended by by, such Lender (or any lending office of such Lender) or the Issuing Bankunder this Agreement, or (iii) with respect to any Eurodollar Loan, shall impose on such Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement or any Eurocurrency Eurodollar Loan made by such Lender or any Letter of Credit or participation thereinLender, and the result of any of the foregoing shall be to increase the cost to such Lender of maintaining its Commitment or of making or maintaining any Eurocurrency Eurodollar Loan or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit Fixed Rate Loan or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest interest, or otherwise) in respect thereof by an amount deemed in good faith by such Lender to be material, then Holdings the Borrower shall (or shall cause the Borrowers to) pay to the Agent for the account of such Lender or the Issuing Bank upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank for such additional costs incurred increase or reduction sufferedto such Lender, to the extent such amounts have not been included in the calculation of the Eurodollar Rate, upon demand by such Lender (through the Agent). Notwithstanding the foregoing, in no event shall any Lender be permitted to receive any compensation hereunder constituting interest in excess of the Highest Lawful Rate.
(b) If any Lender or the Issuing Bank shall have determined in good faith that any change after the date hereof in the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basel Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation or guideline Regulatory Change regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, adequacy or compliance by any Lender (or its parent or any lending office of such Lender) or any Lender's or the Issuing Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of lawLaw) of any such Tribunal, monetary authority, central bank bank, or comparable agency, has or would have the effect of reducing the rate of return on such Lender's (or the Issuing Bank's its parent's) capital or on the capital of such Lender's or the Issuing Bank's holding company, if any, as a consequence of this Agreement or the Loans or Letters of Credit or participations therein made by such Lender or the Issuing Bank pursuant hereto its obligations hereunder to a level below that which such Lender, the Issuing Bank Lender (or such Lender's or the Issuing Bank's holding company its parent) could have achieved but for such applicabilityRegulatory Change, adoption, change or compliance (taking into consideration such Lender's and the Issuing Bank's policies and the policies of such Lender's and the Issuing Bank's holding company with respect to capital adequacy) by an amount deemed in good faith by such Lender or the Issuing Bank to be material, then from time to time Holdings time, the Borrower shall (or shall cause the responsible Borrower to) pay to the Agent for the account of such Lender or the Issuing Bank such additional amount or amounts as will compensate such Lender, the Issuing Bank or such Lender's or the Issuing Bank's holding company Lender for any such reduction sufferedupon demand by such Lender (through the Agent). Notwithstanding the foregoing, in no event shall any Lender be permitted to receive any compensation hereunder constituting interest in excess of the Highest Lawful Rate.
(c) A certificate of a Lender or the Issuing Bank setting forth in reasonable detail (i) the Regulatory Change or other event giving rise to such costs, (ii) such amount or amounts as shall be necessary to compensate such Lender or the Issuing Bank as specified in paragraph (a) or (b) above, as the case may be, and (ii) the calculation of such amount or amounts under clause (a)(i), shall be delivered to Holdings the Borrower (with a copy to the Agent) promptly after such Lender determines it is entitled to compensation under this Section 2.14, and shall be conclusive and binding absent manifest error. Holdings The Borrower shall (or shall cause pay to the responsible Borrower to) pay each Agent for the account of such Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 15 days after the its receipt of the same. In preparing such certificate, such Lender may employ such assumptions and allocations of costs and expenses as it shall in good faith deem reasonable and may use any reasonable averaging and ▇▇▇▇▇▇▇▇▇▇▇ method.
(d) Except as provided below in this paragraph (d), failure Failure on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period Interest Period shall not constitute a waiver of such Lender's or the Issuing Bank's right rights to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to such period Interest Period or any other periodInterest Period. The protection of this Section 2.14 shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed.
(e) In the event any Lender shall seek compensation pursuant to this Section 2.14, the Borrower may, provided no Event of Default has occurred and is continuing, give notice to such Lender (with copies to the Agents) that it wishes to seek one or more Eligible Assignees to assume the Commitment of such Lender and to purchase its outstanding Loans and Notes (if any). Neither Each Lender requesting compensation pursuant to this Section 2.14 agrees to sell its Commitment, Loans, Notes, and interest in this Agreement and the Issuing Bank nor other Loan Papers to any such Eligible Assignee for an amount equal to the sum of the outstanding unpaid principal of and accrued interest on such Loans and Notes plus all other fees and amounts (including, without limitation, any compensation claimed by such Lender under this Section 2.14 and as to which such Lender has delivered the certificate required by Section 2.14(c) on or before the date such Commitment, Loans, and Notes are purchased) due such Lender hereunder calculated, in each case, to the date such Commitment, Loans, Notes (if any), and interest are purchased, whereupon such Lender shall have no further Commitment or other obligation to the Borrower hereunder or under any other Loan Paper.
(f) Notwithstanding anything herein to the contrary, no Lender shall be entitled to any compensation under this Section 2.13 for any costs incurred or reductions suffered 2.14 with respect to any date unless it shall have notified Holdings that it Competitive Loan.
(g) If the Borrower is required to pay additional amounts to or for the account of any Lender pursuant to this Section 2.14, then such Lender will demand compensation for agree to use reasonable efforts to change the jurisdiction of its Applicable Lending Office so as to eliminate or reduce any such costs or reductions not more than 90 days after additional payment which may thereafter accrue if such change, in the later of (i) such date and (ii) the date on which it shall have become aware judgment of such costs or reductionsLender, is not otherwise disadvantageous to such Lender.
Appears in 1 contract
Sources: Competitive Advance and Revolving Credit Facility Agreement (Century Telephone Enterprises Inc)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement Closing Date, any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation inter- pretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender (or any lending office of any Lender) or the such Issuing Bank of the principal of or interest on any Eurocurrency Eurodollar Loan or Fixed Rate Loan made by such Lender or any Letter of Credit or participation therein, or any Fees or other amounts payable hereunder hereunder, including reimbursement of drawings under the Letters of Credit (other than changes in respect of taxes imposed on the overall net income or capital stock of such Lender by any Governmental Authority as a result of a present or former connection between the jurisdiction in which of the Governmental Authority imposing such tax on such Lender has (except a connection arising solely from such Lender having executed, delivered or performed its principal office obligations or by any political subdivision received a payment under, or taxing authority thereinenforced, this Agreement)), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the 33 account of or credit extended by such Lender (or any lending office of such Lender) or the Issuing Bank, or shall impose on such Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement or any Eurocurrency Eurodollar Loan or Fixed Rate Loan made by such Lender or any Letter of Credit or participation thereinLender, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurocurrency Eurodollar Loan or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit Fixed Rate Loan or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) in respect thereof by an amount deemed by such Lender to be material, then Holdings shall (or shall cause the Borrowers to) Borrower will pay to such Lender or the Issuing Bank upon demand such additional addi- tional amount or amounts as will compensate such Lender or the Issuing Bank for such additional costs incurred or reduction suffered. Notwithstanding the foregoing, no Lender shall be entitled to request compensation under this paragraph with respect to any Competitive Loan if it shall have been aware of the change giving rise to such request and of the impact of such change on the cost of making such Competitive Loans at the time of submission of the Competitive Bid pursuant to which such Competitive Loan shall have been made.
(b) If any Lender or the Issuing Bank shall have determined that any change after the date hereof in the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basel Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof Closing Date of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or any Lender's or the Issuing Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's capital or on the capital of such Lender's or the Issuing Bank's holding company, if any, as a consequence of this Agreement or the Loans or Letters of Credit or participations therein made by such Lender or the Issuing Bank pursuant hereto to a level below that which such Lender, the Issuing Bank Lender or such Lender's or the Issuing Bank's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's and the Issuing Bank's policies and the policies of such Lender's and the Issuing Bank's holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time Holdings the Borrower shall (or shall cause the responsible Borrower to) pay to such Lender or the Issuing Bank such additional amount or amounts as will compensate such Lender, the Issuing Bank Lender or such Lender's or the Issuing Bank's holding company for any such reduction sufferedsuffered after the date hereof.
(c) A certificate of a Lender or the Issuing Bank setting forth such amount or amounts amounts, along with the Lender's method of computation of such amounts, as shall be necessary to compensate such Lender (or the Issuing Bank participating banks or other entities pursuant to Section 9.04) as specified in paragraph (a) or (b) above, as the case may be, shall be delivered to Holdings the Borrower and shall be presumed conclusive absent manifest errorerror but subject to rebuttal by the Borrower. Holdings The Borrower shall (or shall cause the responsible Borrower to) pay each Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after the of its receipt of the same. In the event any Lender delivers such a certificate, the Borrower may, at its own expense, require such Lender to transfer and assign in whole or in part, without recourse (in accordance with Section 9.04) all or part of its interests, rights and obligations under this Agreement to an assignee which shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority, (ii) the Borrower shall have received a written consent of the Administrative Agent in the case of an entity that is not a Lender, which consent shall not unreasonably be withheld, and (iii) the Borrower or such assignee shall have paid to the assigning Lender in immediately available funds the principal of and interest accrued to the date of such payment on the Loans made by it here- under and all other amounts owed to it hereunder as of such date. Any Lender 34 claiming any additional amounts payable pursuant to this Section 2.13 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by the Borrower or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any additional amount which may thereafter accrue and would not, in the sole determination of such Lender, be otherwise disadvantageous to such Lender.
(d) Except as provided below in this paragraph (d), failure Failure on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's or the Issuing Bank's right to demand compensation with respect to such period or any other period; provided, however, that no Lender shall be entitled to compensation for any such increased costs or reductions unless it shall have submitted a certificate under paragraph (c) above with respect thereto not more than 90 days after the date that such Lender knows that such increased costs have been incurred or such reduction suffered. Notwithstanding any other provision of this Section 2.13, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements, and each Lender shall in good faith endeavor to allocate increased costs or reductions fairly among all of its affected commitments and credit extensions (whether or not it seeks compensation from all affected borrowers). The protection of this Section 2.13 shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed. Neither the Issuing Bank nor any Lender shall be entitled to compensation under this Section 2.13 for any costs incurred or reductions suffered with respect to any date unless it shall have notified Holdings that it will demand compensation for such costs or reductions not more than 90 days after the later of (i) such date and (ii) the date on which it shall have become aware of such costs or reductions.
Appears in 1 contract
Sources: Revolving Credit and Letter of Credit Facility Agreement (Metris Companies Inc)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement any change Change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof Law shall:
(whether or not having the force of lawi) shall change the basis of taxation of payments to any Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency Loan made by such Lender or any Letter of Credit or participation therein, or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income or capital stock of such Lender by the jurisdiction in which such Lender has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reservereserve (including liquidity and capital adequacy reserves), special deposit or similar requirement (including any marginal, special, emergency or supplemental reserves) against assets of, deposits with or for the account of of, or credit extended by such by, any Lender or the Administrative Agent;
(ii) subject any Lender or the Administrative Agent to any Tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any lending office of such Lender) or the Issuing BankLIBOR Loan made by it, or shall impose on change the basis of taxation of payments to such Lender or the Issuing Bank Administrative Agent in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 2.19 and the imposition of, or any change in the rate of, any Excluded Taxes payable by such Lender or the Administrative Agent); or
(iii) impose on any Lender or the Administrative Agent or the London interbank market any other condition affecting this Agreement or any Eurocurrency Loan LIBOR Loans made by such Lender or the Administrative Agent or any Letter of Credit or participation therein, ; and the result of any of the foregoing shall be to increase the cost to such Lender or the Administrative Agent of making or maintaining any Eurocurrency LIBOR Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such any Lender or the Issuing Bank Administrative Agent of participating in, issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or the Administrative Agent hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by such Lender or the Administrative Agent to be material, then Holdings shall (upon written request of such Lender or shall cause the Borrowers to) Administrative Agent, as applicable, the Borrower will pay to such Lender or the Issuing Bank Administrative Agent, as the case may be, upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank Administrative Agent, as the case may be, for such additional costs incurred or reduction suffered; provided that a Lender shall only request compensation from the Borrower pursuant to this Section 2.18(a) to the extent such Lender makes the same request under comparable credit agreements with other borrowers similarly situated to the Borrower.
(b) If any Lender in its sole and absolute discretion or the Issuing Bank Administrative Agent shall have reasonably determined that any change after the date hereof Change in the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basel Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or any Lender's or the Issuing Bank's holding company with any request or directive Law regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's ’s or the Issuing Bank's Administrative Agent’s capital or on the capital of such Lender's ’s or the Issuing Bank's Administrative Agent’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit or participations therein made by purchased by, such Lender or the Administrative Agent or the Letters of Credit issued by the Issuing Bank pursuant hereto to a level below that which such Lender, the Issuing Bank Administrative Agent or such Lender's ’s or the Issuing Bank's Administrative Agent’s holding company could have achieved but for such applicability, adoption, change or compliance Change in Law (taking into consideration such Lender's and ’s or the Issuing Bank's Administrative Agent’s policies and the policies of such Lender's and ’s or the Issuing Bank's Administrative Agent’s holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material), then from time to time Holdings the Borrower shall (or shall cause the responsible Borrower to) pay to such Lender or the Issuing Bank Administrative Agent, as the case may be, such additional amount or amounts as will compensate such Lender, Lender or the Issuing Bank Administrative Agent or such Lender's ’s or the Issuing Bank's Administrative Agent’s holding company for any such reduction suffered; provided that a Lender shall only request compensation from the Borrower pursuant to this Section 2.18(b) to the extent such Lender makes the same request under comparable credit agreements with other borrowers similarly situated to the Borrower.
(c) A certificate of a Lender or the Issuing Bank Administrative Agent setting forth such in reasonable detail the amount or amounts as shall be necessary to compensate such Lender or the Issuing Bank Administrative Agent or its holding company, as applicable, as specified in paragraph clause (a) or (b) above, as the case may be, of this Section 2.18 shall be delivered to Holdings the Borrower and shall be conclusive absent manifest error. Holdings The Borrower shall (or shall cause the responsible Borrower to) pay each such Lender or the Issuing Bank Administrative Agent, as the case may be, the amount or amounts shown as due on any such certificate delivered by it within 10 ten (10) days after the its receipt of the same.
(d) Except as provided below in this paragraph (d), failure Failure or delay on the part of any Lender or the Issuing Bank Administrative Agent to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect pursuant to any period this Section 2.18 shall not constitute a waiver of such Lender's ’s or the Issuing Bank's Administrative Agent’s right to demand compensation such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or the Administrative Agent under clause (a) or (b) of this Section 2.18 for increased costs or reductions with respect to any period prior to the date that is two hundred seventy (270) days prior to such period request if such Lender or the Administrative Agent knew or could reasonably have been expected to know of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such increased costs or reductions; provided, further, that the foregoing limitation shall not apply to any other increased costs or reductions arising out of the retroactive application of any Change in Law within such 270-day period. The protection of this Section 2.18 shall be available to each Lender and the Issuing Bank Administrative Agent regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which Change in Law that shall have occurred or been imposed. Neither the Issuing Bank nor any Lender shall be entitled to compensation under this Section 2.13 for any costs incurred or reductions suffered with respect to any date unless it shall have notified Holdings that it will demand compensation for such costs or reductions not more than 90 days after the later of (i) such date and (ii) the date on which it shall have become aware of such costs or reductions.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Penn National Gaming Inc)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency Eurodollar Loan or Fixed Rate Loan made by such Lender or any Letter of Credit or participation therein, Bank or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income or capital stock of such Lender Bank by the jurisdiction in which such Lender Bank has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Lender (or any lending office of such Lender) or the Issuing Bank, or shall impose on such Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement or any Eurocurrency Eurodollar Loan or Fixed Rate Loan made by such Lender or any Letter of Credit or participation thereinBank, and the result of any of the foregoing shall be to increase the cost to such Lender Bank of making or maintaining any Eurocurrency Eurodollar Loan or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit Fixed Rate Loan or to reduce the amount of any sum received or receivable by such Lender Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender Bank to be material, then Holdings shall (or shall cause the Borrowers to) Borrower will pay to such Lender or the Issuing Bank upon within 30 days of demand such additional amount or amounts as will compensate such Lender or the Issuing Bank for such additional costs incurred or reduction suffered. Notwithstanding the foregoing, no Bank shall be entitled to request compensation under this paragraph with respect to any Competitive Loan if it shall have been aware of the change giving rise to such request at the time of submission of the Competitive Bid pursuant to which such Competitive Loan shall have been made.
(b) If any Lender or the Issuing Bank shall have determined that any change after the date hereof in the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basel Basle Committee on Banking Regulations and Supervisory Practices entitled "“International Convergence of Capital Measurement and Capital Standards"”, or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender Bank (or any lending office of such LenderBank) or any Lender's or the Issuing Bank's ’s holding company with any request or directive regarding capital adequacy (whether or not having the force focus of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's ’s capital or on the capital of such Lender's or the Issuing Bank's ’s holding company, if any, as a consequence of this Agreement or the Loans or Letters of Credit or participations therein made by such Lender or the Issuing Bank pursuant hereto to a level below that which such Lender, the Issuing Bank or such Lender's or the Issuing Bank's ’s holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's and the Issuing Bank's ’s policies and the policies of such Lender's and the Issuing Bank's ’s holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time Holdings the Borrower shall (or shall cause the responsible Borrower to) pay to such Lender or the Issuing Bank such additional amount or amounts as will compensate such Lender, the Issuing Bank or such Lender's or the Issuing Bank's ’s holding company for any such reduction suffered. It is acknowledged that the Facility Fee provided for in this Agreement has been determined on the understanding that the Banks will not be required to maintain capital against their Commitments under currently applicable law, rules, regulations and regulatory guidelines. In the event the Banks shall be advised by bank regulatory authorities responsible for interpreting or administering such applicable laws, rules, regulations and guidelines or shall otherwise determine, on the basis of applicable laws, rules, regulations, guidelines or other requests or statements (whether or not having the force of law) of such bank regulatory authorities, that such understanding is incorrect, it is agreed that the Banks will be entitled to make claims under this paragraph based upon prevailing market requirements for commitments under comparable credit facilities against which capital is required to be maintained.
(c) Notwithstanding any other provision of this Section 2.15, no Bank shall demand compensation for any increased cost or reduction referred to in paragraph (a) or (b) above if it shall not at the time be the general policy or practice of such Bank to demand such compensation in similar circumstances under comparable provisions of other credit agreements, if any.
(d) A certificate of a Lender or the Issuing Bank setting forth such amount or amounts as shall be necessary to compensate such Lender or the Issuing Bank as specified in paragraph (a) or (b) above, as the case may be, shall be delivered to Holdings the Borrower and shall be conclusive absent manifest error. Holdings The Borrower shall (or shall cause the responsible Borrower to) pay each Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 30 days after the receipt of the same. If any Bank subsequently receives a refund of any such amount paid by the Borrower it shall remit such refund to the Borrower.
(de) Except as provided below in this paragraph (d), failure Failure on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's or the Issuing Bank's ’s right to demand compensation with respect to such period or any other period; provided that if any Bank fails to make such demand within 90 days after it obtains knowledge of the event giving rise to the demand such Bank shall, with respect to amounts payable pursuant to this Section 2.15 resulting from such event, only be entitled to payment under this Section 2.15 for such costs incurred or reduction in amounts or return on capital from and after the date 90 days prior to the date that such Bank does make such demand. The protection of this Section shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed. Neither the Issuing Bank nor any Lender shall be entitled to compensation under this Section 2.13 for any costs incurred or reductions suffered with respect to any date unless it shall have notified Holdings that it will demand compensation for such costs or reductions not more than 90 days after the later of (i) such date and (ii) the date on which it shall have become aware of such costs or reductions.
Appears in 1 contract
Sources: 5 Year Competitive Advance and Revolving Credit Facility Agreement (Scripps E W Co /De)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement any change Change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof Law shall:
(whether or not having the force of lawi) shall change the basis of taxation of payments to any Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency Loan made by such Lender or any Letter of Credit or participation therein, or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income or capital stock of such Lender by the jurisdiction in which such Lender has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such any Lender (or any lending office of such Lender) or the Issuing Bank, or shall impose on such Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement or any Eurocurrency Loan Loans made by such Lender Lender; or
(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes and (B) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or any Letter of Credit other obligations, or participation thereinits deposits, reserves, other liabilities or capital attributable thereto; and the result of any of the foregoing shall be to increase the cost to such Lender of making making, converting to, continuing or maintaining any Eurocurrency Loan or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender to be material), then Holdings shall (or shall cause the Borrowers to) Borrower will pay to such Lender or the Issuing Bank Lender, upon demand demand, such additional amount or amounts as will compensate such Lender or the Issuing Bank for such additional costs incurred or reduction suffered.
(b) If any Lender or the Issuing Bank shall have determined that any change after the date hereof Change in the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basel Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or any Lender's or the Issuing Bank's holding company with any request or directive Law regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, liquidity requirements has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's ’s capital or on the capital of such Lender's or the Issuing Bank's ’s holding company, if any, as a consequence of this Agreement Agreement, the Commitments of such Lender or the Loans or Letters of Credit or participations therein made by such Lender or the Issuing Bank pursuant hereto to a level below that which such Lender, the Issuing Bank Lender or such Lender's or the Issuing Bank's ’s holding company could have achieved but for such applicability, adoption, change or compliance Change in Law (taking into consideration such Lender's and the Issuing Bank's ’s policies and the policies of such Lender's and the Issuing Bank's ’s holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material), then from time to time Holdings the Borrower shall (or shall cause the responsible Borrower to) pay to such Lender or the Issuing Bank such additional amount or amounts as will compensate such Lender, the Issuing Bank Lender or such Lender's or the Issuing Bank's ’s holding company for any such reduction suffered.
(c) A certificate of a Lender or the Issuing Bank setting forth such the amount or amounts as shall be necessary to compensate such Lender or the Issuing Bank its holding company, as applicable, as specified in paragraph (a) or (b) above, as the case may be, of this Section 2.11 shall be delivered to Holdings the Borrower and shall be conclusive absent manifest error. Holdings The Borrower shall (or shall cause the responsible Borrower to) pay each such Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after the its receipt of the same.
(d) Except as provided below in this paragraph (d), failure Failure or delay on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect pursuant to any period this Section 2.11 shall not constitute a waiver of such Lender's or the Issuing Bank's ’s right to demand compensation such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender under paragraph (a) or (b) of this Section 2.11 with respect to increased costs incurred or reductions suffered more than six months prior to the date that such Lender notifies the Borrower in writing of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the six‑month period or any other periodreferred to above shall be extended to include the period of retroactive effect thereof). The protection of this Section 2.11(d) shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which Change in Law that shall have occurred or been imposed.
(e) Notwithstanding anything to the contrary, in the event that the Administrative Agent shall have determined that dollar deposits in the principal amounts of the Loan are not generally available in the London interbank market, or that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to the majority of Lenders of making or maintaining loans at the three‑month London Interbank Offered Rate, or that reasonable means do not exist for ascertaining the Libor Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or email notice of such determination to the Borrower and the Lenders (a “LIBOR Unavailability Notice”). Neither In the Issuing Bank nor event of any Lender such determination, until the Administrative Agent shall be entitled have advised the Borrower and the Lenders that the circumstances giving rise to compensation such notice no longer exist, interest on the Loan shall accrue by reference to the Alternate Base Rate. Each determination by the Administrative Agent under this Section 2.13 for any costs incurred or reductions suffered with respect to any date unless it 2.11(e) shall have notified Holdings that it will demand compensation for such costs or reductions not more than 90 days after the later of (i) such date and (ii) the date on which it shall have become aware of such costs or reductionsbe conclusive absent manifest error.
Appears in 1 contract
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change result in the basis imposition, modification or applicability of taxation of payments to any Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency Loan made by such Lender or any Letter of Credit or participation therein, or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income or capital stock of such Lender by the jurisdiction in which such Lender has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Lender (or any lending office of such Lender) or the Issuing Bank, or shall impose result in the imposition on such any Lender or the Issuing Bank or the London interbank market of any other condition affecting this Agreement Agreement, such Lender's Commitment or any Eurocurrency Eurodollar Loan or Fixed Rate Loan made by such Lender or any Letter of Credit or participation thereinLender, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurocurrency Eurodollar Loan or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit Fixed Rate Loan or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender to be material, then Holdings shall (or shall cause the Borrowers to) pay to such Lender or the Issuing Bank upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank for such additional costs incurred or reduction sufferedwill be paid by the Borrowers to such Lender upon demand. Notwithstanding the foregoing, no Lender shall be entitled to request compensation under this paragraph with respect to any Competitive Loan if the change giving rise to such request was applicable to such Lender at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made.
(b) If any Lender or the Issuing Bank shall have determined that any change after the date hereof in the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basel Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or any Lender's or the Issuing Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's capital or on the capital of such Lender's or the Issuing Bank's holding company, if any, as a consequence of this Agreement Agreement, such Lender's Commitment or the Loans or Letters of Credit or participations therein made by such Lender or the Issuing Bank pursuant hereto to a level below that which such Lender, the Issuing Bank Lender or such Lender's or the Issuing Bank's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's and the Issuing Bank's policies and the policies of such Lender's and the Issuing Bank's holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time Holdings shall (or shall cause the responsible Borrower to) pay to such Lender or the Issuing Bank such additional amount or amounts as will compensate such Lender, Lender for such reduction will be paid by the Issuing Bank or Borrowers to such Lender's . It is acknowledged that this Agreement is being entered into by the Lenders on the understanding that the Lenders will not be required to maintain capital against their Commitments under currently applicable laws, regulations and regulatory guidelines. In the event the Lenders shall be advised by any Governmental Authority or shall otherwise determine on the Issuing Bank's holding company basis of pronouncements of any Governmental Authority that such understanding is incorrect, it is agreed that the Lenders will be entitled to make claims under this paragraph (b) based upon market requirements prevailing on the date hereof for any such reduction sufferedcommitments under comparable credit facilities against which capital is required to be maintained.
(c) A certificate of a any Lender or the Issuing Bank setting forth such amount or amounts as shall be necessary to compensate such Lender or the Issuing Bank its holding company as specified in paragraph (a) or (b) above, as the case may be, shall be delivered to Holdings the Company and shall be conclusive absent manifest error. Holdings The Borrowers shall (or shall cause the responsible Borrower to) pay each such Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after the its receipt of the same.
(d) Except as provided below in this paragraph (d), failure Failure on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's or the Issuing Bank's right to demand compensation with respect to such period or any other period. The protection of this Section shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law; provided, rulehowever, regulation, guideline or other change or condition which shall have occurred or been imposed. Neither the Issuing Bank nor any that no Lender shall be entitled to compensation under this Section 2.13 for any costs incurred or reductions suffered with respect to any date unless it shall have notified Holdings the Company that it will demand compensation for such costs or reductions under paragraph (c) above not more than 90 days after the later of (i) such date and (ii) the date on which it shall have become aware of such costs or reductions. The protection of this Section shall be available to each Lender regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed.
Appears in 1 contract
Sources: 364 Day Competitive Advance and Revolving Credit Facility Agreement (Itt Corp /Nv/)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement any change Change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof Law (whether or not having the force of lawi) shall change the basis of taxation of payments to any Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency Loan made by such Lender or any Letter of Credit or participation therein, or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income or capital stock of such Lender by the jurisdiction in which such Lender has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such any Lender (or except any lending office of such Lenderreserve requirement which is reflected in the Adjusted LIBO Rate), (ii) or the Issuing Bank, or shall impose on such Lender or the Issuing Bank Lender, or the London interbank market market, any other condition affecting this Agreement or any Eurocurrency Loan Eurodollar Loans made by such Lender (other than Taxes) or (iii) shall subject any Lender to any Tax of any kind whatsoever with respect to this Agreement or any Letter Loans made by it, or change the basis of Credit taxation of payment to such Lender in respect thereof (except for Indemnified Taxes or participation thereinOther Taxes indemnifiable under Section 2.19 or any Excluded Taxes), and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurocurrency Eurodollar Loan or to increase the cost to such any Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by such Lender to be material, then Holdings shall from time to time as specified in clause (or shall cause c) below, the Borrowers to) Borrower will pay to such Lender or the Issuing Bank upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank for such additional costs incurred or reduction suffered.
(b) If any Lender or the Issuing Bank shall have determined determines that any change after the date hereof Change in the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basel Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Law affecting such Lender (or any lending office of such Lender or such Lender) or any Lender's or the Issuing Bank's ’s holding company with any request or directive company, if any, regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agencyliquidity requirements, has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's ’s capital or on the capital of such Lender's or the Issuing Bank's ’s holding company, if any, as a consequence of this Agreement or the Loans or Letters of Credit or participations therein made by such Lender or the Issuing Bank pursuant hereto to a level below that which such Lender, the Issuing Bank Lender or such Lender's or the Issuing Bank's ’s holding company could have achieved but for such applicability, adoption, change or compliance Change in Law (taking into consideration such Lender's and the Issuing Bank's ’s policies and the policies of such Lender's and the Issuing Bank's ’s holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material), then from time to time Holdings shall as specified in clause (or shall cause c) below, the responsible Borrower to) will pay to such Lender or the Issuing Bank such additional amount or amounts as will compensate such Lender, the Issuing Bank Lender or such Lender's or the Issuing Bank's ’s holding company for any such reduction suffered.
(c) A certificate of a Lender or the Issuing Bank setting forth such in reasonable detail the calculation of the amount or amounts as shall be (and the basis thereof) necessary to compensate such Lender or the Issuing Bank its holding company, as applicable, as specified in paragraph (a) or (b) above, as the case may be, above shall be delivered to Holdings the Borrower and shall be conclusive absent manifest error. Holdings The Borrower shall (or shall cause the responsible Borrower to) pay each such Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after the its receipt of the same.
(d) Except as provided below in this paragraph (d), failure Failure or delay on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's or the Issuing Bank's ’s right to demand compensation such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender under paragraph (a) or (b) above with respect to increased costs or reductions with respect to any period prior to the date that is 270 days prior to the date that such period Lender notifies the Borrower of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any other increased costs or reductions arising out of the retroactive application of any Change in Law within such 270-day period. The protection of this Section 2.13(d) shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which Change in Law that shall have occurred or been imposed. Neither the Issuing Bank nor any Lender shall be entitled to compensation under this Section 2.13 for any costs incurred or reductions suffered with respect to any date unless it shall have notified Holdings that it will demand compensation for such costs or reductions not more than 90 days after the later of (i) such date and (ii) the date on which it shall have become aware of such costs or reductions.
Appears in 1 contract
Sources: Second Lien Term Loan Agreement
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency Eurodollar Loan or Fixed Rate Loan made by such Lender or any Letter of Credit or participation therein, Bank or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income or capital stock of such Lender Bank by the jurisdiction in which such Lender Bank has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Lender (or any lending office of such Lender) or the Issuing Bank, or shall impose on such Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement or any Eurocurrency Eurodollar Loan or Fixed Rate Loan made by such Lender or any Letter of Credit or participation thereinBank, and the result of any of the foregoing shall be to increase the cost to such Lender Bank of making or maintaining any Eurocurrency Eurodollar Loan or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit Fixed Rate Loan 31 27 or to reduce the amount of any sum received or receivable by such Lender Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender Bank to be material, then Holdings shall (or shall cause the Borrowers to) Borrower will pay to such Lender or the Issuing Bank upon within 30 days of demand such additional amount or amounts as will compensate such Lender or the Issuing Bank for such additional costs incurred or reduction suffered. Notwithstanding the foregoing, no Bank shall be entitled to request compensation under this paragraph with respect to any Competitive Loan if it shall have been aware of the change giving rise to such request at the time of submission of the Competitive Bid pursuant to which such Competitive Loan shall have been made.
(b) If any Lender or the Issuing Bank shall have determined that any change after the date hereof in the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basel Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender Bank (or any lending office of such LenderBank) or any Lender's or the Issuing Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force focus of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's capital or on the capital of such Lender's or the Issuing Bank's holding company, if any, as a consequence of this Agreement or the Loans or Letters of Credit or participations therein made by such Lender or the Issuing Bank pursuant hereto to a level below that which such Lender, the Issuing Bank or such Lender's or the Issuing Bank's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's and the Issuing Bank's policies and the policies of such Lender's and the Issuing Bank's holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time Holdings the Borrower shall (or shall cause the responsible Borrower to) pay to such Lender or the Issuing Bank such additional amount or amounts as will compensate such Lender, the Issuing Bank or such Lender's or the Issuing Bank's holding company for any such reduction suffered. It is acknowledged that the Facility Fee provided for in this Agreement has been determined on the understanding that the Banks will not be required to maintain capital against their Commitments under currently applicable law, rules, regulations and regulatory guidelines. In the event the Banks shall be advised by bank regulatory authorities responsible for interpreting or administering such applicable laws, rules, regulations and guidelines or shall otherwise determine, on the basis of applicable laws, rules, regulations, guidelines or other requests or statements (whether or not having the 32 28 force of law) of such bank regulatory authorities, that such understanding is incorrect, it is agreed that the Banks will be entitled to make claims under this paragraph based upon prevailing market requirements for commitments under comparable credit facilities against which capital is required to be maintained.
(c) A certificate of a Lender or the Issuing Bank setting forth such amount or amounts as shall be necessary to compensate such Lender or the Issuing Bank as specified in paragraph (a) or (b) above, as the case may be, shall be delivered to Holdings the Borrower and shall be conclusive absent manifest error. Holdings The Borrower shall (or shall cause the responsible Borrower to) pay each Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 30 days after the receipt of the same. If any Bank subsequently receives a refund of any such amount paid by the Borrower it shall remit such refund to the Borrower.
(d) Except as provided below in this paragraph (d), failure Failure on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's or the Issuing Bank's right to demand compensation with respect to such period or any other period; provided that if any Bank fails to make such demand within 90 days after it obtains knowledge of the event giving rise to the demand such Bank shall, with respect to amounts payable pursuant to this Section 2.13 resulting from such event, only be entitled to payment under this Section 2.13 for such costs incurred or reduction in amounts or return on capital from and after the date 90 days prior to the date that such Bank does make such demand. The protection of this Section shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed. Neither the Issuing Bank nor any Lender shall be entitled to compensation under this Section 2.13 for any costs incurred or reductions suffered with respect to any date unless it shall have notified Holdings that it will demand compensation for such costs or reductions not more than 90 days after the later of (i) such date and (ii) the date on which it shall have become aware of such costs or reductions.
Appears in 1 contract
Sources: 5 Year Competitive Advance and Revolving Credit Facility Agreement (Scripps E W Co /De)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement Original Closing Date any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change result in the basis imposition, modification or applicability of taxation of payments to any Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency Loan made by such Lender or any Letter of Credit or participation therein, or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income or capital stock of such Lender by the jurisdiction in which such Lender has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such any Lender (or any lending office of such Lender) or the Issuing BankLC Issuer, or shall impose result in the imposition on such (i) any Lender or the Issuing Bank LC Issuer or the London interbank market of any other condition affecting this Agreement Agreement; (ii) such Lender’s Commitment; or (iii) any Eurocurrency Loan or Fixed Rate Loan made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurocurrency Loan or Fixed Rate Loan or to increase the cost to such Lender or the Issuing Bank LC Issuer of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or the LC Issuer hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by such Lender or the LC Issuer, as the case may be, to be material, then Holdings shall (or shall cause the Borrowers to) pay to such Lender or the Issuing Bank upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank LC Issuer, as the case may be, for such additional costs incurred or reduction sufferedwill be paid by the Borrowers to such Lender or the LC Issuer upon demand. Notwithstanding the foregoing, no Lender shall be entitled to request compensation under this paragraph with respect to any Competitive Loan if the change giving rise to such request was applicable to such Lender at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made.
(b) If any Lender or the Issuing Bank LC Issuer shall have determined that any change after the date hereof in the applicability adoption of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basel Basle Committee on Banking Regulations and Supervisory Practices entitled "“International Convergence of Capital Measurement and Capital Standards"”, or the adoption after the date hereof Original Closing Date of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or any Lender's the LC Issuer or the Issuing Bank's holding company of such Lender or the LC Issuer with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's capital or on (i) the capital of such Lender's , the LC Issuer or the Issuing Bank's holding companycompany of such Lender or the LC Issuer, if anyas the case may be, as a consequence of this Agreement Agreement; (ii) such Lender’s Commitment; or (iii) the Loans made by or participations in Letters of Credit or participations therein made held by such Lender Lender, or the Issuing Bank Letters of Credit issued by the LC Issuer, pursuant hereto to a level below that which such Lender, the Issuing Bank or such Lender's LC Issuer or the Issuing Bank's holding company of such Lender or the LC Issuer, as the case may be, could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's and ’s or the Issuing Bank's LC Issuer’s policies and the policies of such Lender's and the Issuing Bank's holding company of such Lender or the LC Issuer with respect to capital adequacy) by an amount reasonably deemed by such Lender or the Issuing Bank LC Issuer, as the case may be, to be material, then from time to time Holdings shall (or shall cause the responsible Borrower to) pay to such Lender or the Issuing Bank such additional amount or amounts as will compensate such Lender, the Issuing Bank or such Lender's Lender or the Issuing Bank's LC Issuer or the holding company of such Lender or the LC Issuer for any such reduction sufferedwill be paid by the Borrowers to such Lender or the LC Issuer, as the case may be.
(c) A certificate of a any Lender or the Issuing Bank LC Issuer setting forth such amount or amounts as shall be necessary to compensate such Lender or the Issuing Bank LC Issuer or its holding company, as applicable, as specified in paragraph (a) or (b) above, as the case may be, shall be delivered to Holdings the Company and shall be conclusive absent manifest error. Holdings The Borrowers shall (or shall cause the responsible Borrower to) pay each such Lender or the Issuing Bank LC Issuer, as the case may be, the amount shown as due on any such certificate delivered by it within 10 days after the its receipt of the same.
(d) Except as provided below in this paragraph (d), failure Failure on the part of any Lender or the Issuing Bank LC Issuer to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's ’s or the Issuing Bank's LC Issuer’s right to demand compensation with respect to such period or any other period. The protection of this Section shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law; provided, rulehowever, regulation, guideline or other change or condition which shall have occurred or been imposed. Neither the Issuing Bank nor that neither any Lender nor the LC Issuer shall be entitled to compensation under this Section 2.13 2.14 for any costs incurred or reductions suffered with respect to any date unless it shall have notified Holdings the Company that it will demand compensation for such costs or reductions under paragraph (c) above not more than 90 days after the later of (i) such date and (ii) the date on which it shall have become aware of such costs or reductions. The protection of this Section shall be available to each Lender and the LC Issuer regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed.
Appears in 1 contract
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinherein other than Section 2.14(c) and with respect to Taxes (which shall be governed solely and exclusively by Section 2.18), if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency Loan made by such Lender or any Letter of Credit or participation therein, or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income or capital stock of such Lender by the jurisdiction in which such Lender has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such any Lender (or any lending office of such Lender) or the Issuing Bank, that makes a LIBOR Loan or shall impose on such Lender or the Issuing Bank or the London interbank market or other market in which Lenders ordinarily raise Dollars or Euros, as applicable, to fund Loans of the requested Type any other condition affecting this Agreement or any Eurocurrency Loan LIBOR Loans made by such Lender or any Letter of Credit or participation thereinLender, and the result of any of the foregoing shall be to increase the cost to such Lender of funding, making or maintaining any Eurocurrency LIBOR Loan or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) ), by an amount deemed reasonably determined by such Lender to be material, then Holdings shall (Alcoa will pay or shall cause the other Borrowers to) to pay to such Lender or the Issuing Bank upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank for such additional costs incurred or reduction suffered.
(b) If any Lender reasonably determines that the introduction of any law regarding capital adequacy or any change therein or in the interpretation thereof, or compliance by such Lender therewith, has the effect of reducing the rate of return on the capital of such Lender or any Parent Company of such Lender by an amount reasonably determined by such Lender or such Parent Company as a consequence of such Lender’s obligations hereunder (taking into consideration such Lender’s policies and the policies of such Parent Company with respect to capital adequacy and such Lender’s desired return on capital), then from time to time upon demand of such Lender (with a copy of such demand to the Administrative Agent), Alcoa shall pay or cause the other Borrowers to pay to such Lender such additional amount or amounts as will compensate such Lender or such Parent Company for such reduction; provided, that (x) such Lender shall be generally seeking, or intending generally to seek, comparable compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so) with respect to such change in or in the interpretation in any law regarding capital requirements and (y) such additional amounts shall not be duplicative of any amounts to the extent otherwise paid by Alcoa or the Issuing other Borrowers, as the case may be, under any other provision of this Agreement; provided, further that, this Section 2.12 shall be deemed to apply to all requests, rules, guidelines or directives concerning capital adequacy issued in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy promulgated by the Bank shall have determined that any change after the date hereof in the applicability of any lawfor International Settlements, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basel Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lendersuccessor or similar authority) or any Lender's the United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or the Issuing Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's capital or on the capital of such Lender's or the Issuing Bank's holding company, if any, as a consequence of this Agreement or the Loans or Letters of Credit or participations therein made by such Lender or the Issuing Bank pursuant hereto to a level below that which such Lender, the Issuing Bank or such Lender's or the Issuing Bank's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's and the Issuing Bank's policies and the policies of such Lender's and the Issuing Bank's holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time Holdings shall (or shall cause the responsible Borrower to) pay to such Lender or the Issuing Bank such additional amount or amounts as will compensate such Lender, the Issuing Bank or such Lender's or the Issuing Bank's holding company for any such reduction sufferedimplemented.
(c) A certificate of a each Lender or the Issuing Bank setting forth such amount or amounts as shall be necessary to compensate such Lender or the Issuing Bank its Parent Company as specified in paragraph (a) or (b) above, as the case may be, together with a statement of reasons for such demand and showing the calculation for such amounts shall be delivered to Holdings Alcoa and shall be conclusive absent manifest error; provided, that such certificate states that such Lender is treating substantially all similarly situated borrowers in a manner that is consistent with the treatment afforded the Borrowers hereunder. Holdings Alcoa shall (pay or shall cause the responsible Borrower to) pay to be paid to each Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 ten (10) days after the its receipt of the same.
(d) Except as provided below in this paragraph (d)paragraph, failure on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's or the Issuing Bank's ’s right to demand compensation with respect to such period or any other period. The protection of this Section 2.12 shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed. Neither the Issuing Bank nor any No Lender shall be entitled to compensation under this Section 2.13 2.12 for any costs incurred or reductions suffered with respect to any date unless it shall have notified Holdings Alcoa that it will demand compensation for such costs or reductions under paragraph (c) above not more than 90 60 days after the later of (i) such date and (ii) the date on which it shall have or reasonably should have become aware of such costs or reductions. In the event a Borrower shall reimburse any Lender pursuant to this Section 2.12 for any cost and the Lender shall subsequently receive a refund in respect thereof, the Lender shall so notify such Borrower and shall pay to such Borrower the portion of such refund which it shall determine in good faith to be allocable to the cost so reimbursed.
Appears in 1 contract
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement any change Change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof Law shall: (whether or not having the force of lawi) shall change the basis of taxation of payments to any Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency Loan made by such Lender or any Letter of Credit or participation therein, or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income or capital stock of such Lender by the jurisdiction in which such Lender has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of of, or credit extended by such Lender (or any lending office of such Lender) or by, the Issuing Bank, or shall (ii) impose on such Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement or any Eurocurrency Loan made by such Lender or any Letter of Credit or participation thereinCredit, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurocurrency Loan or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender the Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by such Lender the Issuing Bank to be material, then Holdings shall (or shall cause the Borrowers to) Account Party will pay to such Lender or the Issuing Bank promptly upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank for such additional costs incurred or reduction suffered.
(b) If any Lender or the Issuing Bank shall have determined that any change after the date hereof Change in the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basel Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or any Lender's or the Issuing Bank's holding company with any request or directive Law regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's ’s capital or on the capital of such Lender's or the Issuing Bank's ’s holding company, if any, as a consequence of this Agreement or the Loans or Letters of Credit or participations therein made issued by such Lender or the Issuing Bank pursuant hereto to a level below that which such Lender, the Issuing Bank or such Lender's or the Issuing Bank's ’s holding company could have achieved but for such applicability, adoption, change or compliance Change in Law (taking into consideration such Lender's and the Issuing Bank's ’s policies and the policies of such Lender's and the Issuing Bank's ’s holding company with respect to capital adequacy) by an amount reasonably deemed by such Lender or the Issuing Bank to be material, then from time to time Holdings the Account Party shall (or shall cause the responsible Borrower to) pay to such Lender or the Issuing Bank such additional amount or amounts as will compensate such Lender, the Issuing Bank or such Lender's or the Issuing Bank's ’s holding company for any such reduction suffered.
(c) A certificate of a Lender or the Issuing Bank setting forth such the amount or amounts as shall reasonably determined by such Person to be necessary to compensate such Lender or the Issuing Bank or its holding company, as applicable, as specified in paragraph (a) or (b) aboveof this Section, the calculations and criteria applied to determine such amount or amounts, and other documentation or information reasonably supporting the conclusions in such certificate, shall be delivered to the Account Party and shall, absent clearly demonstrable error, be final and conclusive and binding. The Account Party shall pay the Issuing Bank, as the case may be, shall be delivered to Holdings and shall be conclusive absent manifest error. Holdings shall (or shall cause the responsible Borrower to) pay each Lender or the Issuing Bank the amount or amounts shown as due on any such certificate delivered by it within 10 days after the its receipt of the same.
(d) Except as provided below in this paragraph (d), failure Failure or delay on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect pursuant to any period this Section shall not constitute a waiver of such Lender's or the Issuing Bank's ’s right to demand compensation such compensation; provided that the Account Party shall not be under any obligation to compensate the Issuing Bank under paragraph (a) or (b) above for increased costs or reductions with respect to any period prior to the date that is 270 days prior to such period request; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any other Change in Law within such 270-day period. The protection of this Section shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which Change in Law that shall have occurred or been imposed. Neither the Issuing Bank nor any Lender shall be entitled to compensation under this Section 2.13 for any costs incurred or reductions suffered with respect to any date unless it shall have notified Holdings that it will demand compensation for such costs or reductions not more than 90 days after the later of (i) such date and (ii) the date on which it shall have become aware of such costs or reductions.
Appears in 1 contract
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency Eurodollar Loan or Fixed Rate Loan made by such Lender or any Letter of Credit or participation therein, Bank or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income or capital stock of such Lender Bank by the jurisdiction in which such Lender Bank has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Lender (or any lending office of such Lender) or the Issuing Bank, or shall impose on such Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement or any Eurocurrency Eurodollar Loan or Fixed Rate Loan made by such Lender or any Letter of Credit or participation thereinBank, and the result of any of the foregoing shall be to increase the cost to such Lender Bank of making or maintaining any Eurocurrency Eurodollar Loan or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit Fixed Rate Loan or to reduce the amount of any sum received or receivable by such Lender Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender Bank to be material, then Holdings shall (or shall cause the Borrowers to) Borrower will pay to such Lender or the Issuing Bank upon within 30 days of demand such additional amount or amounts as will compensate such Lender or the Issuing Bank for such additional costs incurred or reduction suffered. Notwithstanding the foregoing, no Bank shall be entitled to request compensation under this paragraph with respect to any Competitive Loan if it shall have been aware of the change giving rise to such request at the time of submission of the Competitive Bid pursuant to which such Competitive Loan shall have been made.
(b) If any Lender or the Issuing Bank shall have determined that any change after the date hereof in the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basel Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender Bank (or any lending office of such LenderBank) or any Lender's or the Issuing Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force focus of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's capital or on the capital of such Lender's or the Issuing Bank's holding company, if any, as a consequence of this Agreement or the Loans or Letters of Credit or participations therein made by such Lender or the Issuing Bank pursuant hereto to a level below that which such Lender, the Issuing Bank or such Lender's or the Issuing Bank's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's and the Issuing Bank's policies and the policies of such Lender's and the Issuing Bank's holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time Holdings the Borrower shall (or shall cause the responsible Borrower to) pay to such Lender or the Issuing Bank such additional amount or amounts as will compensate such Lender, the Issuing Bank or such Lender's or the Issuing Bank's holding company for any such reduction suffered. It is acknowledged that the Facility Fee provided for in this Agreement has been determined on the understanding that the Banks will not be required to maintain capital against their Commitments under currently applicable law, rules, regulations and regulatory guidelines. In the event the Banks shall be advised by bank regulatory authorities responsible for interpreting or administering such applicable laws, rules, regulations and guidelines or shall otherwise determine, on the basis of applicable laws, rules, regulations, guidelines or other requests or statements (whether or not having the force of law) of such bank regulatory authorities, that such understanding is incorrect, it is agreed that the Banks will be entitled to make claims under this paragraph based upon prevailing market requirements for commitments under comparable credit facilities against which capital is required to be maintained.
(c) Notwithstanding any other provision of this Section 2.13, no Bank shall demand compensation for any increased cost or reduction referred to in paragraph (a) or (b) above if it shall not at the time be the general policy or practice of such Bank to demand such compensation in similar circumstances under comparable provisions of other credit agreements, if any.
(d) A certificate of a Lender or the Issuing Bank setting forth such amount or amounts as shall be necessary to compensate such Lender or the Issuing Bank as specified in paragraph (a) or (b) above, as the case may be, shall be delivered to Holdings the Borrower and shall be conclusive absent manifest error. Holdings The Borrower shall (or shall cause the responsible Borrower to) pay each Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 30 days after the receipt of the same. If any Bank subsequently receives a refund of any such amount paid by the Borrower it shall remit such refund to the Borrower.
(de) Except as provided below in this paragraph (d), failure Failure on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's or the Issuing Bank's right to demand compensation with respect to such period or any other period; PROVIDED that if any Bank fails to make such demand within 90 days after it obtains knowledge of the event giving rise to the demand such Bank shall, with respect to amounts payable pursuant to this Section 2.13 resulting from such event, only be entitled to payment under this Section 2.13 for such costs incurred or reduction in amounts or return on capital from and after the date 90 days prior to the date that such Bank does make such demand. The protection of this Section shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed. Neither the Issuing Bank nor any Lender shall be entitled to compensation under this Section 2.13 for any costs incurred or reductions suffered with respect to any date unless it shall have notified Holdings that it will demand compensation for such costs or reductions not more than 90 days after the later of (i) such date and (ii) the date on which it shall have become aware of such costs or reductions.
Appears in 1 contract
Sources: 5 Year Competitive Advance and Revolving Credit Facility Agreement (Scripps E W Co /De)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date any Change in Law shall (i) subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any change in applicable law Eurodollar Loan made by it, or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency Eurodollar Loan made by such Lender or any Letter of Credit or participation therein, or any Fees or other amounts payable hereunder (other than (A) changes in respect of taxes imposed on the overall net income or capital stock of such Lender by the jurisdiction in which such Lender has its principal office or by any political subdivision or taxing authority thereintherein and (B) Taxes or Other Taxes, which shall be governed by Section 2.16), or shall ; (ii) impose, modify or deem applicable any reserve, special deposit deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of of, or credit extended or participated in by such any Lender (except any reserve requirement reflected in the Eurodollar Rate hereunder); or any lending office of such Lender(iii) or the Issuing Bank, or shall impose on such any Lender or the Issuing Bank or the London interbank eurodollar market any other condition condition, cost or expense affecting this Agreement or any Eurocurrency Loan Eurodollar Loans made by such Lender or any Letter of Credit or participation therein, Lender; and the result of any of the foregoing shall be to increase the cost to such Lender of making making, converting to, continuing or maintaining any Eurocurrency Eurodollar Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender or the Issuing Bank of participating inLender, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by ), then, upon prompt request of such Lender to be materialLender, then Holdings shall (or shall cause the Borrowers to) such Borrower will pay to such Lender or the Issuing Bank upon demand as provided in Section 2.09(c) such additional amount or amounts as will compensate such Lender or the Issuing Bank for such additional costs incurred or reduction suffered.
(b) If any Lender or the Issuing Bank shall have determined determines that any change after the date hereof Change in the applicability Law affecting such Lender or any Lending Office of any lawsuch Lender or such Lender’s holding company, ruleif any, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basel Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or any Lender's or the Issuing Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agencyliquidity requirements, has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's ’s capital or on the capital of such Lender's or the Issuing Bank's ’s holding company, if any, as a consequence of this Agreement or Agreement, the Loans or Letters Commitments of Credit or participations therein made by such Lender or the Issuing Bank pursuant hereto Loans made by such Lender, to a level below that which such Lender, the Issuing Bank Lender or such Lender's or the Issuing Bank's ▇▇▇▇▇▇’s holding company could have achieved but for such applicability, adoption, change or compliance Change in Law (taking into consideration such Lender's and the Issuing Bank's ’s policies and the policies of such Lender's and the Issuing Bank's ▇▇▇▇▇▇’s holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be materialadequacy and liquidity), then from time to time Holdings time, each Borrower shall (or shall cause the responsible Borrower topay as provided in Section 2.09(c) pay to such Lender or the Issuing Bank such additional amount or amounts as will compensate such Lender, the Issuing Bank Lender or such Lender's or the Issuing Bank's ’s holding company for any such reduction suffered.
(c) A certificate of a Lender or the Issuing Bank setting forth such amount or amounts as shall be necessary to compensate such Lender or the Issuing Bank as specified in paragraph (a) or (b) above, as the case may be, shall be delivered to Holdings and shall be conclusive absent manifest error. Holdings shall (or shall cause the responsible Borrower to) pay each Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after the receipt of the same.
(d) Except as provided below in this paragraph (d), failure on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's or the Issuing Bank's right to demand compensation with respect to such period or any other period. The protection of this Section shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed. Neither the Issuing Bank nor any Lender shall be entitled to compensation under this Section 2.13 for any costs incurred or reductions suffered with respect to any date unless it shall have notified Holdings that it will demand compensation for such costs or reductions not more than 90 days after the later of (i) such date and (ii) the date on which it shall have become aware of such costs or reductions.
Appears in 1 contract
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinherein other than Section 2.14(c) and with respect to Taxes (which shall be governed solely and exclusively by Section 2.18), if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency Loan made by such Lender or any Letter of Credit or participation therein, or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income or capital stock of such Lender by the jurisdiction in which such Lender has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reservereserve (including pursuant to regulations issued from time to time by the Board (or any successor) for determining the maximum reserve requirement (including, without limitation, any emergency supplemental or other marginal reserve requirement) for such Lender with respect to liabilities or assets which are currently referred to as eurocurrency liabilities as set forth in Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time), special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such any Lender (or any lending office of such Lender) or the Issuing Bank, that makes a SOFR Loan or shall impose on such Lender or any market in which Lenders ordinarily raise Dollars to fund Loans of the Issuing Bank or the London interbank market requested Type any other condition affecting this Agreement or any Eurocurrency Loan either SOFR Loans made by such Lender or any Letter of Credit or participation thereinLender, and the result of any of the foregoing shall be to increase the cost to such Lender of funding, making or maintaining any Eurocurrency SOFR Loan or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) ), by an amount deemed reasonably determined by such Lender to be material, then Holdings shall (the Borrower will pay or shall cause the Borrowers to) Subsidiary Guarantor to pay to such Lender or the Issuing Bank upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank for such additional costs incurred or reduction suffered; provided, that such Lender shall be generally seeking, or intending generally to seek, comparable compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so) in similar circumstances.
(b) If any Lender reasonably determines that the introduction of any law regarding capital adequacy or the Issuing Bank shall have determined that liquidity or any change after the date hereof therein or in the applicability interpretation thereof, or compliance by such Lender therewith, has the effect of reducing the rate of return on the capital of such Lender or any Parent Company of such Lender by an amount reasonably determined by such Lender or such Parent Company as a consequence of such Lender’s obligations hereunder (taking into consideration such Lender’s policies and the policies of such Parent Company with respect to capital adequacy and/or liquidity and such Lender’s desired return on capital), then from time to time upon demand of such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall pay or cause the Subsidiary Guarantor to pay to such Lender such additional amount or amounts as will compensate such Lender or such Parent Company for such reduction; provided, that (x) such Lender shall be generally seeking, or intending generally to seek, comparable compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so) with respect to such change in or in the interpretation in any law regarding capital requirements and (y) such additional amounts shall not be duplicative of any lawamounts to the extent otherwise paid by the Borrower, ruleas the case may be, regulation under any other provision of this Agreement; provided, further that, this Section 2.12 shall be deemed to apply to all requests, rules, guidelines or guideline adopted pursuant to directives concerning capital adequacy or arising out of liquidity issued in connection with the July 1988 report of ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lendersuccessor or similar authority) or any Lender's the United States or foreign financial regulatory authorities, regardless of the Issuing Bank's holding company with any request date adopted, issued, promulgated or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's capital or on the capital of such Lender's or the Issuing Bank's holding company, if any, as a consequence of this Agreement or the Loans or Letters of Credit or participations therein made by such Lender or the Issuing Bank pursuant hereto to a level below that which such Lender, the Issuing Bank or such Lender's or the Issuing Bank's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's and the Issuing Bank's policies and the policies of such Lender's and the Issuing Bank's holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time Holdings shall (or shall cause the responsible Borrower to) pay to such Lender or the Issuing Bank such additional amount or amounts as will compensate such Lender, the Issuing Bank or such Lender's or the Issuing Bank's holding company for any such reduction sufferedimplemented.
(c) A certificate of a each Lender or the Issuing Bank setting forth such amount or amounts as shall be necessary to compensate such Lender or the Issuing Bank its Parent Company as specified in paragraph (a) or (b) above, as the case may be, together with a statement of reasons for such demand and showing the calculation for such amounts shall be delivered to Holdings the Borrower and shall be conclusive absent manifest error; provided, that such certificate states that such Lender is treating substantially all similarly situated borrowers in a manner that is consistent with the treatment afforded the Borrower hereunder. Holdings The Borrower shall (pay or shall cause the responsible Borrower to) pay to be paid to each Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 ten (10) days after the its receipt of the same.
(d) Except as provided below in this paragraph (d)paragraph, failure on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's or the Issuing Bank's ’s right to demand compensation with respect to such period or any other period. The protection of this Section 2.12 shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed. Neither the Issuing Bank nor any No Lender shall be entitled to compensation under this Section 2.13 2.12 for any costs incurred or reductions suffered with respect to any date unless it shall have notified Holdings the Borrower that it will demand compensation for such costs or reductions under paragraph (c) above not more than 90 60 days after the later of (i) such date and (ii) the date on which it shall have or reasonably should have become aware of such costs or reductions; provided that if the applicable change or introduction with respect to the relevant law or regulation giving rise to such costs or reductions is retroactive, then the 60 day period referred to above shall be extended to include the period of retroactive effect thereof. In the event the Borrower shall reimburse any Lender pursuant to this Section 2.12 for any cost and the Lender shall subsequently receive a refund in respect thereof, the Lender shall so notify the Borrower and shall pay to the Borrower the portion of such refund which it shall determine in good faith to be allocable to the cost so reimbursed.
Appears in 1 contract
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement any change Change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency Loan made by such Lender or any Letter of Credit or participation therein, or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income or capital stock of such Lender by the jurisdiction in which such Lender has its principal office or by any political subdivision or taxing authority therein), or Law shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such any Lender (or except any lending office of such Lender) reserve requirement which is reflected in the Adjusted LIBO Rate), shall subject any Lender or the Issuing BankAdministrative Agent to any Taxes (other than (i) Indemnified Taxes imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (ii) Excluded Taxes) on its Loans, Commitments or other obligations or its deposits, reserves, other liabilities or capital attributable thereto or shall impose on such Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement or any Eurocurrency Loan Eurodollar Loans made by such Lender or any Letter of Credit or participation thereinLender, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurocurrency Eurodollar Loan or to increase the cost to such any Lender or the Issuing Bank of participating in, issuing purchasing or maintaining any Letter of Credit a participation therein or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender to be material, then Holdings shall (or shall cause the Borrowers to) Borrower will pay to such Lender or the Issuing Bank upon demand from time to time such additional amount or amounts as will compensate such Lender or the Issuing Bank for such additional costs incurred or reduction suffered.
(b) If any Lender or the Issuing Bank shall have determined that any change after the date hereof Change in the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basel Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or any Lender's or the Issuing Bank's holding company with any request or directive Law regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, liquidity has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's ’s capital or on the capital of such Lender's or the Issuing Bank's ’s holding company, if any, as a consequence of this Agreement or the Loans or Letters of Credit or participations therein made by such Lender or the Issuing Bank pursuant hereto to a level below that which such Lender, the Issuing Bank Lender or such Lender's or the Issuing Bank's ’s holding company could have achieved but for such applicability, adoption, change or compliance Change in Law (taking into consideration such Lender's and the Issuing Bank's ’s policies and the policies of such Lender's and the Issuing Bank's ’s holding company with respect to capital adequacyadequacy or liquidity) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time Holdings the Borrower shall (or shall cause the responsible Borrower to) pay to such Lender or Lender, as the Issuing Bank case may be, such additional amount or amounts as will compensate such Lender, the Issuing Bank Lender or such Lender's or the Issuing Bank's ’s holding company for any such reduction suffered.
(c) A certificate of a Lender or the Issuing Bank setting forth such the amount or amounts as shall be necessary to compensate such Lender or the Issuing Bank its holding company, as applicable, as specified in paragraph (a) or (b) above, as the case may be, above shall be delivered to Holdings the Borrower and shall be conclusive absent manifest error. Holdings The Borrower shall (or shall cause the responsible Borrower to) pay each such Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 30 days after the its receipt of the same.
(d) Except as provided below in this paragraph (d), failure Failure or delay on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's or the Issuing Bank's ’s right to demand compensation such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender under paragraph (a) or (b) above with respect to increased costs or reductions with respect to any period prior to the date that is 180 days prior to such period request if such Lender knew or could reasonably have been expected to know of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any other increased costs or reductions arising out of the retroactive application of any Change in Law within such 180-day period. The protection of this Section shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which Change in Law that shall have occurred or been imposed. Neither the Issuing Bank nor any Lender shall be entitled to compensation under this Section 2.13 for any costs incurred or reductions suffered with respect to any date unless it shall have notified Holdings that it will demand compensation for such costs or reductions not more than 90 days after the later of (i) such date and (ii) the date on which it shall have become aware of such costs or reductions.
Appears in 1 contract
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement any change Change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency Loan made by such Lender or any Letter of Credit or participation therein, or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income or capital stock of such Lender by the jurisdiction in which such Lender has its principal office or by any political subdivision or taxing authority therein), or Law shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such any Lender (or any lending office of such Lender) or the Issuing Bank, or shall impose on such Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement or any Eurocurrency Loan made by such Lender or any Letter of Credit or participation thereinAgreement, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurocurrency Loan or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender (acting reasonably) to be material, then Holdings shall (or shall cause the Borrowers to) Borrower will pay to such Lender or Lender, as the Issuing Bank case may be, upon demand such additional amount or amounts as will compensate such Lender or Lender, as the Issuing Bank case may be, for such additional costs incurred or reduction suffered.
(b) If any Lender or the Issuing Bank shall have determined that any change after the date hereof Change in the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basel Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or any Lender's or the Issuing Bank's holding company with any request or directive Law regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's ’s capital or on the capital of such Lender's or the Issuing Bank's ’s holding company, if any, as a consequence of this Agreement or the Loans or Letters of Credit or participations therein made by such Lender or the Issuing Bank pursuant hereto to a level below that which such Lender, the Issuing Bank Lender or such Lender's or the Issuing Bank's ’s holding company could have achieved but for such applicability, adoption, change or compliance Change in Law (taking into consideration such Lender's and the Issuing Bank's ’s policies and the policies of such Lender's and the Issuing Bank's ’s holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank (acting reasonably) to be material, then from time to time Holdings the Borrower shall (or shall cause the responsible Borrower to) pay to such Lender or Lender, as the Issuing Bank case may be, such additional amount or amounts as will compensate such Lender, the Issuing Bank Lender or such Lender's or the Issuing Bank's ’s holding company for any such reduction suffered.
(c) A certificate of a Lender or the Issuing Bank setting forth such the amount or amounts as shall be necessary to compensate such Lender or the Issuing Bank its holding company, as applicable, as specified in paragraph (aSections 2.13(a) or (b2.13(b) above, as the case may be, shall be delivered to Holdings the Borrower and shall be conclusive absent manifest error. Holdings The Borrower shall (or shall cause the responsible Borrower to) pay each such Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days Business Days after the its receipt of the same.
(d) Except as provided below in this paragraph (d), failure Failure or delay on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's or the Issuing Bank's ’s right to demand compensation such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender under Sections 2.13(a) or 2.13(b) with respect to increased costs or reductions with respect to any period prior to the date that is 120 days prior to such period request if such Lender knew or could reasonably have been expected to know of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any other increased costs or reductions arising out of the retroactive application of any Change in Law within such 120-day period. The protection of this Section shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which Change in Law that shall have occurred or been imposed. Neither the Issuing Bank nor any Lender shall be entitled to compensation under this Section 2.13 for any costs incurred or reductions suffered with respect to any date unless it shall have notified Holdings that it will demand compensation for such costs or reductions not more than 90 days after the later of (i) such date and (ii) the date on which it shall have become aware of such costs or reductions.
Appears in 1 contract
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinherein other than Section 2.14(c) and with respect to Taxes (which shall be governed solely and exclusively by Section 2.18), if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency Loan made by such Lender or any Letter of Credit or participation therein, or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income or capital stock of such Lender by the jurisdiction in which such Lender has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such any Lender (or any lending office of such Lender) or the Issuing Bank, that makes a LIBOR Loan or shall impose on such Lender or the Issuing Bank or the London interbank market or other market in which Lenders ordinarily raise Dollars or Euros, as applicable, to fund Loans of the requested Type any other condition affecting this Agreement or any Eurocurrency Loan LIBOR Loans made by such Lender or any Letter of Credit or participation thereinLender, and the result of any of the foregoing shall be to increase the cost to such Lender of funding, making or maintaining any Eurocurrency LIBOR Loan or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) ), by an amount deemed reasonably determined by such Lender to be material, then Holdings shall (Alcoa will pay or shall cause the other Borrowers to) to pay to such Lender or the Issuing Bank upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank for such additional costs incurred or reduction suffered; provided, that such Lender shall be generally seeking, or intending generally to seek, comparable compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so) in similar circumstances.
(b) If any Lender reasonably determines that the introduction of any law regarding capital adequacy or liquidity or any change therein or in the interpretation thereof, or compliance by such Lender therewith, has the effect of reducing the rate of return on the capital of such Lender or any Parent Company of such Lender by an amount reasonably determined by such Lender or such Parent Company as a consequence of such Lender’s obligations hereunder (taking into consideration such Lender’s policies and the policies of such Parent Company with respect to capital adequacy and/or liquidity and such Lender’s desired return on capital), then from time to time upon demand of such Lender (with a copy of such demand to the Administrative Agent), Alcoa shall pay or cause the other Borrowers to pay to such Lender such additional amount or amounts as will compensate such Lender or such Parent Company for such reduction; provided, that (x) such Lender shall be generally seeking, or intending generally to seek, comparable compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so) with respect to such change in or in the interpretation in any law regarding capital requirements and (y) such additional amounts shall not be duplicative of any amounts to the extent otherwise paid by Alcoa or the Issuing other Borrowers, as the case may be, under any other provision of this Agreement; provided, further that, this Section 2.12 shall be deemed to apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank shall have determined that any change after the date hereof in the applicability of any lawfor International Settlements, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basel Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lendersuccessor or similar authority) or any Lender's the United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or the Issuing Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's capital or on the capital of such Lender's or the Issuing Bank's holding company, if any, as a consequence of this Agreement or the Loans or Letters of Credit or participations therein made by such Lender or the Issuing Bank pursuant hereto to a level below that which such Lender, the Issuing Bank or such Lender's or the Issuing Bank's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's and the Issuing Bank's policies and the policies of such Lender's and the Issuing Bank's holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time Holdings shall (or shall cause the responsible Borrower to) pay to such Lender or the Issuing Bank such additional amount or amounts as will compensate such Lender, the Issuing Bank or such Lender's or the Issuing Bank's holding company for any such reduction sufferedimplemented.
(c) A certificate of a each Lender or the Issuing Bank setting forth such amount or amounts as shall be necessary to compensate such Lender or the Issuing Bank its Parent Company as specified in paragraph (a) or (b) above, as the case may be, together with a statement of reasons for such demand and showing the calculation for such amounts shall be delivered to Holdings Alcoa and shall be conclusive absent manifest error; provided, that such certificate states that such Lender is treating substantially all similarly situated borrowers in a manner that is consistent with the treatment afforded the Borrowers hereunder. Holdings Alcoa shall (pay or shall cause the responsible Borrower to) pay to be paid to each Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 ten (10) days after the its receipt of the same.
(d) Except as provided below in this paragraph (d)paragraph, failure on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's or the Issuing Bank's ’s right to demand compensation with respect to such period or any other period. The protection of this Section 2.12 shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed. Neither the Issuing Bank nor any No Lender shall be entitled to compensation under this Section 2.13 2.12 for any costs incurred or reductions suffered with respect to any date unless it shall have notified Holdings Alcoa that it will demand compensation for such costs or reductions under paragraph (c) above not more than 90 60 days after the later of (i) such date and (ii) the date on which it shall have or reasonably should have become aware of such costs or reductions; provided that if the applicable change or introduction with respect to the relevant law or regulation giving rise to such costs or reductions is retroactive, then the 60 day period referred to above shall be extended to include the period of retroactive effect thereof. In the event a Borrower shall reimburse any Lender pursuant to this Section 2.12 for any cost and the Lender shall subsequently receive a refund in respect thereof, the Lender shall so notify such Borrower and shall pay to such Borrower the portion of such refund which it shall determine in good faith to be allocable to the cost so reimbursed.
Appears in 1 contract
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement any change Change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof Law shall (whether or not having the force of lawi) shall change the basis of taxation of payments to any Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency Loan made by such Lender or any Letter of Credit or participation therein, or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income or capital stock of such Lender by the jurisdiction in which such Lender has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit 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 such Lender any Lender; (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, commitments or any lending office of such Lender) or the Issuing Bankother obligations, or shall its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on such any Lender or the Issuing Bank or the London interbank market any other condition condition, cost or expense (other than Taxes) affecting this Agreement or any Eurocurrency Loan Loans made by such Lender or any Letter of Credit or participation thereinLender, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurocurrency Loan or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender to be material, then Holdings shall (or shall cause the Borrowers to) Borrower will pay to such Lender or the Issuing Bank upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank for such additional costs incurred or reduction suffered.
(bi) If any Lender or the Issuing Bank shall have determined that any change after the date hereof Change in the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basel Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Law affecting such Lender (or any lending office of such Lender) Lender or any Lender's or the Issuing Bank's such Person’s holding company with any request or directive company, if any, regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, liquidity requirements has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's ’s capital or on the capital of such Lender's or the Issuing Bank's ’s holding company, if any, as a consequence of this Agreement or the Loans or Letters of Credit or participations therein made by such Lender or the Issuing Bank pursuant hereto to a level below that which such Lender, the Issuing Bank Lender or such Lender's or the Issuing Bank's ’s holding company could have achieved but for such applicability, adoption, change or compliance Change in Law (taking into consideration such Lender's and the Issuing Bank's ▇▇▇▇▇▇’s policies and the policies of such Lender's and the Issuing Bank's ▇▇▇▇▇▇’s holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time Holdings the Borrower shall (or shall cause the responsible Borrower to) pay to such Lender or the Issuing Bank such additional amount or amounts as will compensate such Lender, the Issuing Bank Lender or such Lender's or the Issuing Bank's ▇▇▇▇▇▇’s holding company for any such reduction suffered.
(cj) A certificate of a Lender or the Issuing Bank setting forth such the amount or amounts as shall be necessary to compensate such Lender or the Issuing Bank its holding company, as applicable, as specified in paragraph clause (a) or (b) above, as the case may be, above shall be delivered to Holdings the Borrower and shall be conclusive absent manifest error. Holdings The Borrower shall (or shall cause the responsible Borrower to) pay each such Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 ten days after the its receipt of the same.
(dk) Except as provided below in this paragraph (d), failure Failure or delay on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect pursuant to any period this Section shall not constitute a waiver of such Lender's or the Issuing Bank's ’s right to demand compensation such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender under clause (a) or (b) above with respect to increased costs or reductions with respect to any period prior to the date that is 120 days prior to such period request if such Lender knew or could reasonably have been expected to know of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such increased costs or reductions; provided, further, that the foregoing limitation shall not apply to any other increased costs or reductions arising out of the retroactive application of any Change in Law within such 120-day period. The protection of this Section shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which Change in Law that shall have occurred or been imposed. Neither the Issuing Bank nor any Lender shall be entitled to compensation under this Section 2.13 for any costs incurred or reductions suffered with respect to any date unless it shall have notified Holdings that it will demand compensation for such costs or reductions not more than 90 days after the later of (i) such date and (ii) the date on which it shall have become aware of such costs or reductions.
Appears in 1 contract
Reserve Requirements; Change in Circumstances. (a) It is understood that the cost to each Lender (including the Administrative Agent, any Swing Line Bank and any Fronting Bank) of making or maintaining any of the Eurodollar Loans or Letters of Credit may fluctuate as a result of the applicability of reserve requirements imposed by the Board at the ratios provided for in Regulation D. Each Borrower agrees to pay to each of such Lenders from time to time, as provided in paragraph (d) below, such amounts as shall be necessary to compensate such Lender for the portion of the cost of making or maintaining Eurodollar Loans to such Borrower (or issuing Letters of Credit for the account of Weyerhaeuser) resulting from any such reserve requirements provided for in Regulation D as in effect on the date thereof, it being understood that the rates of interest applicable to Eurodollar Loans have been determined on the assumption that no such reserve requirements exist or will exist and that such rates do not reflect costs imposed on the Lenders in connection with such reserve requirements. It is agreed that for purposes of this paragraph (a) the Eurodollar Loans made hereunder shall be deemed to constitute Eurocurrency Liabilities as defined in Regulation D and to be subject to the reserve requirements of Regulation D without the benefit of or credit for proration, exemptions or offsets which might otherwise be available to the Lenders from time to time under Regulation D.
(b) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of any payments to any Lender (or including the Administrative Agent, any lending office of Swing Line Bank and any LenderFronting Bank) or the Issuing Bank of the principal of or interest on any Eurocurrency Eurodollar Loan or Fixed Rate Loan made by such Lender or Lender, of any Letter payments related to the Letters of Credit or participation therein, or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income or capital stock of such Lender by the jurisdiction in which such Lender has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Lender (or any lending office of such Lender) or the Issuing Bank, or shall impose on such Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement Agreement, any Eurodollar Loan or any Eurocurrency Fixed Rate Loan made by such Lender or any Letter of Credit or participation thereinissued by any Fronting Bank hereunder, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurocurrency Eurodollar Loan or to increase the cost to such Lender Fixed Rate Loan (or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit Credit) or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) in respect thereof by an amount deemed by such Lender to be material, then Holdings shall (or shall cause the Borrowers to) applicable Borrower will pay to such Lender or the Issuing Bank upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank for such additional costs actually incurred or reduction actually suffered.
(bc) If after the date hereof any Lender or (including the Issuing Bank Administrative Agent, the Swing Line Banks and any Fronting Bank) shall have determined that any change after the date hereof in the general applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basel Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", ," or the adoption after the date hereof of any other generally applicable law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or any Lender's or the Issuing Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's capital or on the capital of such Lender's or the Issuing Bank's holding company, if any, as a consequence of this Agreement or Agreement, the Loans or Letters of Credit or participations therein made by such Lender pursuant hereto (or the Issuing Bank pursuant hereto Letters of Credit issued hereunder) to a level below that which such Lender, the Issuing Bank Lender or such Lender's or the Issuing Bank's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's and the Issuing Bank's policies and the policies of such Lender's and the Issuing Bank's holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time Holdings time, the applicable Borrower shall (or shall cause the responsible Borrower to) pay to such Lender or the Issuing Bank such additional amount or amounts as will compensate such Lender, the Issuing Bank Lender or such Lender's or the Issuing Bank's holding company for any such reduction suffered.
(cd) A certificate of a Lender or (including the Issuing Bank Administrative Agent, the Swing Line Banks and any Fronting Bank) setting forth a reasonably detailed explanation of such amount or amounts as shall be necessary to compensate such Lender (or the Issuing Bank participating banks or other entities pursuant to Section 9.04) as specified in paragraph (a), (b) or (bc) above, as the case may be, shall be delivered to Holdings the Borrowers and shall be conclusive absent manifest error. Holdings The Borrowers shall (or shall cause the responsible Borrower to) pay each Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after the receipt of the same.
(de) Except as provided below in this paragraph (d), failure Failure on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's or the Issuing Bank's right to demand compensation with respect to such period or any other period. The protection ; provided that the Borrowers shall not be required to compensate a Lender pursuant to this Section 2.11 for any increased costs or reductions incurred more than 180 days prior to the date that such Lender notifies the Borrowers of such increased costs or reductions in accordance with paragraph (d) above and of such Lender's intention to claim compensation thereof; provided further that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.
(f) Notwithstanding any other provision of this Section shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law2.11, rule, regulation, guideline or other change or condition which shall have occurred or been imposed. Neither the Issuing Bank nor any no Lender shall be entitled to compensation under this Section 2.13 for any costs incurred or reductions suffered with respect to any date unless it shall have notified Holdings that it will demand compensation for such any increased costs or reductions not more than 90 days after the later of (i) such date and (ii) the date on which reduction referred to above if it shall have become aware not be the general policy or practice of such costs or reductionsLender to demand such compensation in similar circumstances under comparable provisions of other credit agreements, if any (it being understood that this sentence shall not in any way limit the discretion of any Lender to waive the right to demand such compensation in any given case).
Appears in 1 contract
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof Regulatory Change (whether or not having the force of lawi) shall change the basis of taxation of payments to any Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency Eurodollar Loan made by such Lender or any Letter of Credit other fees or participation therein, or any Fees or other amounts payable hereunder (other than changes in respect of taxes (x) Taxes imposed on or measured by the capital, receipts or franchises of such Lender or the overall gross or net income or capital stock of such Lender by the jurisdiction in which such Lender has its principal office or by any political subdivision or taxing authority thereintherein (or any Tax which is enacted or adopted by such jurisdiction, political subdivision, or taxing authority as a direct substitute for any such Taxes) or (y) any Tax, assessment, or other governmental charge that would not have been imposed but for the failure of any Lender to comply with any certification, information, documentation, or other reporting requirement), or (ii) shall impose, modify modify, or deem applicable any reserve, special deposit deposit, or similar requirement with respect to any Eurodollar Loan, against assets of, deposits with or for the account of of, or credit extended by by, such Lender (or any lending office of such Lender) or the Issuing Bankunder this Agreement, or (iii) with respect to any Eurodollar Loan, shall impose on such Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement or any Eurocurrency Eurodollar Loan made by such Lender or any Letter of Credit or participation thereinLender, and the result of any of the foregoing shall be to increase the cost to such Lender of maintaining its Commitment or of making or maintaining any Eurocurrency Eurodollar Loan or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest interest, or otherwise) in respect thereof by an amount deemed in good faith by such Lender to be material, then Holdings the Borrower shall (or shall cause the Borrowers to) pay to the Administrative Agent for the account of such Lender or the Issuing Bank upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank for such additional costs incurred increase or reduction sufferedto such Lender, to the extent such amounts have not been included in the calculation of the Eurodollar Rate, upon demand by such Lender (through the Administrative Agent). Notwithstanding the foregoing, in no event shall any Lender be permitted to receive any compensation hereunder constituting interest in excess of the Highest Lawful Rate.
(b) If any Lender or the Issuing Bank shall have determined in good faith that any change after the date hereof in the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basel Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation or guideline Regulatory Change regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, adequacy or compliance by any Lender (or its parent or any lending office of such Lender) or any Lender's or the Issuing Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of lawLaw) of any such Tribunal, monetary authority, central bank bank, or comparable agency, has or would have the effect of reducing the rate of return on such Lender's (or the Issuing Bank's its parent's) capital or on the capital of such Lender's or the Issuing Bank's holding company, if any, as a consequence of this Agreement or the Loans or Letters of Credit or participations therein made by such Lender or the Issuing Bank pursuant hereto its obligations hereunder to a level below that which such Lender, the Issuing Bank Lender (or such Lender's or the Issuing Bank's holding company its parent) could have achieved but for such applicabilityRegulatory Change, adoption, change or compliance (taking into consideration such Lender's and the Issuing Bank's policies and the policies of such Lender's and the Issuing Bank's holding company with respect to capital adequacy) by an amount deemed in good faith by such Lender or the Issuing Bank to be material, then from time to time Holdings time, the Borrower shall (or shall cause the responsible Borrower to) pay to the Administrative Agent for the account of such Lender or the Issuing Bank such additional amount or amounts as will compensate such Lender, the Issuing Bank or such Lender's or the Issuing Bank's holding company Lender for any such reduction sufferedupon demand by such Lender (through the Administrative Agent). Notwithstanding the foregoing, in no event shall any Lender be permitted to receive any compensation hereunder constituting interest in excess of the Highest Lawful Rate.
(c) A certificate of a Lender or the Issuing Bank setting forth in reasonable detail (i) the Regulatory Change or other event giving rise to such costs, (ii) such amount or amounts as shall be necessary to compensate such Lender or the Issuing Bank as specified in paragraph (a) or (b) above, as the case may be, and (ii) the calculation of such amount or amounts under clause (a)(i), shall be delivered to Holdings the Borrower (with a copy to the Administrative Agent) promptly after such Lender determines it is entitled to compensation under this Section 2.12, and shall be conclusive and binding absent manifest error. Holdings The Borrower shall (or shall cause pay to the responsible Borrower to) pay each Administrative Agent for the account of such Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 15 days after the its receipt of the same. In preparing such certificate, such Lender may employ such assumptions and allocations of costs and expenses as it shall in good faith deem reasonable and may use any reasonable averaging and ▇▇▇▇▇▇▇tion method.
(d) Except as provided below in this paragraph (d), failure Failure on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period Interest Period shall not constitute a waiver of such Lender's or the Issuing Bank's right rights to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to such period Interest Period or any other periodInterest Period. The protection of this Section 2.12 shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed. Neither .
(e) In the Issuing Bank nor event any Lender shall be entitled seek compensation pursuant to this Section 2.12, the Borrower may, provided no Event of Default has occurred and is continuing, give notice to such Lender (with copies to the Agents) that it wishes to seek one or more Eligible Assignees to assume the Commitment of such Lender and to purchase its outstanding Loans and Notes (if any). Each Lender requesting compensation pursuant to this Section 2.12 agrees to sell its Commitment, Loans, Notes, and interest in this Agreement and the other Loan Papers to any such Eligible Assignee for an amount equal to the sum of the outstanding unpaid principal of and accrued interest on such Loans and Notes plus all other fees and amounts (including, without limitation, any compensation claimed by such Lender under this Section 2.13 for any costs incurred 2.12 and as to which such Lender has delivered the certificate required by Section 2.12(c) on or reductions suffered with respect before the date such Commitment, Loans, and Notes are purchased) due such Lender hereunder calculated, in each case, to any the date unless it such Commitment, Loans, Notes (if any), and interest are purchased, whereupon such Lender shall have notified Holdings that it no further Commitment or other obligation to the Borrower hereunder or under any other Loan Paper.
(f) If the Borrower is required to pay additional amounts to or for the account of any Lender pursuant to this Section 2.12, then such Lender will demand compensation agree to use reasonable efforts to change the jurisdiction of its Applicable Lending Office so as to eliminate or reduce any such additional payment which may thereafter accrue if such change, in the judgment of such Lender, is not otherwise disadvantageous to such Lender.
(g) Without prejudice to the survival of any other obligations of the Borrower hereunder, the obligations of the Borrower under this Section 2.12 shall survive for such costs or reductions not more than 90 days one year after the later termination of (i) such date and (ii) this Agreement and/or the date on which it shall have become aware payment or assignment of such costs any of the Loans or reductionsNotes.
Appears in 1 contract
Sources: 364 Day Revolving Credit Agreement (Centurytel Inc)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding If any other provision herein, if after the date of this Agreement any change Change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof Law shall (whether or not having the force of law1) shall change the basis of taxation of payments to any Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency Loan made by such Lender or any Letter of Credit or participation therein, or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income or capital stock of such Lender by the jurisdiction in which such Lender has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of of, or credit extended by such Lender or participated in by, any Lender; (or 2) subject any lending office Recipient to any Taxes (other than (i) Indemnified Taxes, (ii) Taxes described in clauses (b) through (d) of such Lenderthe definition of Excluded Taxes and (iii) or the Issuing BankConnection Income Taxes) on its loans, loan principal, letters of credit, commitments, or shall other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (3) impose on such any Lender or the Issuing Bank or the London interbank market any other condition condition, cost or expense (other than Taxes) affecting this Agreement or any Eurocurrency Loan Loans made by such Lender or any Letter of Credit or participation thereinLender, and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making or maintaining any Eurocurrency Loan or to increase the cost to such Lender or the Issuing Bank of participating inLoan, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or other Recipient hereunder (whether of principal, interest or otherwiseany other amount) by an amount deemed by then, upon request of such Lender to be materialor other Recipient, then Holdings shall (or shall cause the Borrowers to) Borrower will pay to such Lender or other Recipient, as the Issuing Bank upon demand case may be, such additional amount or amounts as will compensate such Lender or other Recipient, as the Issuing Bank case may be, for such additional costs incurred or reduction suffered.
(b) If any Lender or the Issuing Bank shall have determined determines that any change after the date hereof Change in the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basel Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Law affecting such Lender (or any lending office of such Lender or such Lender) or any Lender's or the Issuing Bank's ’s holding company with any request or directive company, if any, regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agencyliquidity requirements, has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's ’s capital or on the capital of such Lender's or the Issuing Bank's ’s holding company, if any, as a consequence of this Agreement Agreement, the Commitments of such Lender or the Loans or Letters of Credit or participations therein made by such Lender or the Issuing Bank pursuant hereto to a level below that which such Lender, the Issuing Bank Lender or such Lender's or the Issuing Bank's ’s holding company could have achieved but for such applicability, adoption, change or compliance Change in Law (taking into consideration such Lender's and the Issuing Bank's ’s policies and the policies of such Lender's and the Issuing Bank's ’s holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material), then from time to time Holdings shall (or shall cause the responsible Borrower to) will pay to such Lender or the Issuing Bank such additional amount or amounts as will compensate such Lender, the Issuing Bank Lender or such Lender's or the Issuing Bank's ’s holding company for any such reduction suffered.
(c) A certificate of a Lender or the Issuing Bank setting forth such (i) the amount or amounts as shall be reasonably necessary to compensate such Lender or its holding company, as the Issuing Bank case may be, as specified in paragraph clause (a) or (b) aboveof this Section 2.11, as (ii) the case may befactual basis for such compensation, shall be and (iii) the manner in which such amount or amounts were calculated, and delivered to Holdings and the Borrower, shall be conclusive absent manifest error. Holdings The Borrower shall (or shall cause the responsible Borrower to) pay each such Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after the receipt of the samethereof.
(d) Except as provided below in this paragraph (d), failure Failure or delay on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect pursuant to any period this Section 2.11 shall not constitute a waiver of such Lender's or the Issuing Bank's ’s right to demand compensation such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender under immediately preceding clauses (a) or (b) with respect to increased costs or reductions with respect to any period prior to the date that is 120 days prior to such period request if such Lender knew or could reasonably have been expected to know of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such increased costs or reductions; provided, further, that the foregoing limitation shall not apply to any other increased costs or reductions arising out of the retroactive application of any Change in Law within such 120-day period. The protection of this Section 2.11 shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which Change in Law that shall have occurred or been imposed. Neither the Issuing Bank nor any Lender shall be entitled to compensation under this Section 2.13 for any costs incurred or reductions suffered with respect to any date unless it shall have notified Holdings that it will demand compensation for such costs or reductions not more than 90 days after the later of (i) such date and (ii) the date on which it shall have become aware of such costs or reductions.
Appears in 1 contract
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement any change Change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency Loan made by such Lender or any Letter of Credit or participation therein, or any Fees or other amounts payable hereunder Law (other than changes in respect of taxes imposed on the overall net income or capital stock of such Lender by the jurisdiction in which such Lender has its principal office or by any political subdivision or taxing authority therein), or relating to Taxes) shall impose, modify or deem applicable any reserve, special deposit deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of or credit extended by such any Lender (or except any lending office of such Lenderreserve requirement which is reflected in the Adjusted LIBO Rate) or the Issuing Bank, or shall impose on such any Lender or the Issuing Bank or the London interbank market any other condition condition, cost or expense affecting this Agreement or any Eurocurrency Loan Eurodollar Loans made by such Lender or any Letter of Credit or participation thereinLender, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurocurrency Eurodollar Loan (or of maintaining its obligation to increase the cost to make any such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit Loan) or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender to be material, then Holdings the Borrower from time to time shall (or shall cause the Borrowers to) pay to such Lender or the Issuing Bank upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank for such additional costs or expenses incurred or reduction suffered.
(b) If any Lender or the Issuing Bank shall have determined that any change after the date hereof Change in the applicability of any law, rule, regulation or guideline adopted pursuant Law (other than relating to or arising out of the July 1988 report of the Basel Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such LenderTaxes) or any Lender's or the Issuing Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's ’s capital or on the capital of such Lender's or the Issuing Bank's ’s holding company, if any, as a consequence of this Agreement or the Loans or Letters of Credit or participations therein made by such Lender or the Issuing Bank pursuant hereto to a level below that which such Lender, the Issuing Bank Lender or such Lender's or the Issuing Bank's ’s holding company could have achieved but for such applicability, adoption, change or compliance Change in Law (taking into consideration such Lender's and the Issuing Bank's ’s policies and the policies of such Lender's and the Issuing Bank's ’s holding company with respect to capital adequacy) ), in each case by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time Holdings the Borrower shall (or shall cause the responsible Borrower to) pay to such Lender or the Issuing Bank upon demand such additional amount or amounts as will compensate such Lender, the Issuing Bank Lender or such Lender's or the Issuing Bank's ’s holding company for any such reduction suffered.
(c) A certificate of a Lender or the Issuing Bank setting forth such the amount or amounts as shall be necessary to compensate such Lender or the Issuing Bank such Lender’s holding company, as specified in paragraph (a) or (b) above, as the case may beof this Section, shall be delivered to Holdings the Borrower and shall be conclusive absent manifest error. Holdings The Borrower shall (or shall cause the responsible Borrower to) pay each such Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 20 days after the its receipt of the same.
(d) Except as provided below in this paragraph (d), failure Failure or delay on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect pursuant to any period this Section shall not constitute a waiver of such Lender's or the Issuing Bank's ’s right to demand compensation with respect such compensation; provided that the Borrower shall not be required to such period or any other period. The protection of compensate a Lender pursuant to this Section shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed. Neither the Issuing Bank nor any Lender shall be entitled to compensation under this Section 2.13 for any increased costs or expenses incurred or reductions suffered with respect more than 120 days prior to any the date unless it shall have notified Holdings that it will demand compensation for such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or expenses or reductions not more than 90 days after the later of (i) such date and (ii) the date on which it shall have become aware of such Lender’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductionsexpenses or reductions is retroactive, then the 120-day period referred to above shall be extended to include the period of retroactive effect thereof.
Appears in 1 contract
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement any change Change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof Law shall:
(whether or not having the force of lawi) shall change the basis of taxation of payments to any Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency Loan made by such Lender or any Letter of Credit or participation therein, or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income or capital stock of such Lender by the jurisdiction in which such Lender has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of of, or credit extended by such Lender (or by, any lending office of such Lender) or the Issuing Bank, or shall impose on such Lender or the Issuing Bank Agent (except any such reserve requirement which is reflected in the Adjusted Eurodollar Rate);
(ii) subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any Eurodollar Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 1.16 and the imposition of, or any change in the rate of, any Excluded Taxes payable by such Lender); or
(iii) impose on any Lender or the Agent or the London interbank market any other condition affecting this Agreement or any Eurocurrency Loan Eurodollar Loans made by such Lender or any Letter of Credit or participation therein, Lender; and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurocurrency Eurodollar Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such any Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit Agent or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or the Agent to be material, then Holdings shall (or shall cause the Borrowers to) Borrower will pay to such Lender or the Issuing Bank Agent, as the case may be, upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank for such additional costs incurred or reduction suffered.
(b) If any Lender or the Issuing Bank Agent shall have determined that any change after the date hereof Change in the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basel Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or any Lender's or the Issuing Bank's holding company with any request or directive Law regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's ’s or the Issuing Bank's Agent’s capital or on the capital of such Lender's ’s or the Issuing Bank's Agent’s holding company, if any, as a consequence of this Agreement or the Loans or Letters of Credit or participations therein made by such Lender or the Issuing Bank pursuant hereto to a level below that which such Lender, Lender or the Issuing Bank Agent or such Lender's ’s or the Issuing Bank's Agent’s holding company could have achieved but for such applicability, adoption, change or compliance Change in Law (taking into consideration such Lender's and ’s or the Issuing Bank's Agent’s policies and the policies of such Lender's and ’s or the Issuing Bank's Agent’s holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material), then from time to time Holdings Borrower shall (or shall cause the responsible Borrower to) pay to such Lender or the Issuing Bank Agent, as the case may be, such additional amount or amounts as will compensate such Lender, Lender or the Issuing Bank Agent or such Lender's ’s or the Issuing Bank's Agent’s holding company for any such reduction suffered.
(c) A certificate of a Lender or the Issuing Bank Agent setting forth such a calculation in reasonable detail of the amount or amounts as shall be necessary to compensate such Lender or the Issuing Bank Agent or its holding company, as applicable, as specified in paragraph (aSection 1.15(a) or (b) above, as the case may be, shall be delivered to Holdings Borrower and shall be conclusive absent manifest error. Holdings Borrower shall (or shall cause the responsible Borrower to) pay each such Lender or the Issuing Bank Agent, as the case may be, the amount or amounts shown as due on any such certificate delivered by it within 10 days after the its receipt of the same.
(d) Except as provided below in this paragraph (d), failure Failure or delay on the part of any Lender or the Issuing Bank Agent to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect pursuant to any period this Section 1.15 shall not constitute a waiver of such Lender's ’s or the Issuing Bank's Agent’s right to demand compensation such compensation; provided that Borrower shall not be under any obligation to compensate any Lender or the Agent under clause (a) or (b) of this Section 1.15 for increased costs or reductions with respect to any period prior to the date that is more than 180 days prior to such period request if such Lender or the Agent knew or could reasonably have been expected to know of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such increased costs or reductions; provided, further, that the foregoing limitation shall not apply to any other increased costs or reductions arising out of the retroactive application of any Change in Law within such 180-day period. The protection of this Section 1.15 shall be available to each Lender and the Issuing Bank Agent regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which Change in Law that shall have occurred or been imposed. Neither the Issuing Bank nor any Lender shall be entitled to compensation under this Section 2.13 for any costs incurred or reductions suffered with respect to any date unless it shall have notified Holdings that it will demand compensation for such costs or reductions not more than 90 days after the later of (i) such date and (ii) the date on which it shall have become aware of such costs or reductions.
Appears in 1 contract
Sources: Second Lien Term Loan Agreement (Penhall International Corp)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement Effective Date, any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender (or any lending office of any Lender) or the such Issuing Bank of the principal of or interest on any Eurocurrency Euro dollar Loan or Fixed Rate Loan made by such Lender or any Letter of Credit or participation therein, or any Fees or other amounts payable hereunder hereunder, including reimbursement of drawings under the Letters of Credit (other than changes in respect of taxes imposed on the overall net income or capital stock of such Lender by any Governmental Authority as a result of a present or former connection between the jurisdiction in which of the Governmental Authority imposing such tax on such Lender has (except a connection arising solely from such Lender having executed, delivered or performed its principal office obligations or by any political subdivision received a payment under, or taxing authority thereinenforced, this Agreement)), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Lender (or any lending office of such Lender) or the Issuing Bank, or shall impose on such Lender or the Issuing Bank or the London interbank inter bank market any other condition affecting this Agreement or any Eurocurrency Eurodollar Loan or Fixed Rate Loan made by such Lender or any Letter of Credit or participation thereinLender, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurocurrency Eurodollar Loan or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit Fixed Rate Loan or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) in respect thereof by an amount deemed by such Lender to be material, then Holdings shall (or shall cause the Borrowers to) Borrower will pay to such Lender or the Issuing Bank upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank for such additional costs incurred or reduction suffered. Notwithstanding the foregoing, no Lender shall be entitled to request compensation under this paragraph with respect to any Competitive Loan if it shall have been aware of the change giving rise to such request and of the impact of such change on the cost of making such Competitive Loans at the time of submission of the Competitive Bid pursuant to which such Competitive Loan shall have been made.
(b) If any Lender or the Issuing Bank shall have determined that any change after the date hereof in the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basel Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof Effective Date of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or any Lender's or the Issuing Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's capital or on the capital of such Lender's or the Issuing Bank's holding company, if any, as a consequence of this Agreement or the Loans or Letters of Credit or participations therein made by such Lender or the Issuing Bank pursuant hereto to a level below that which such Lender, the Issuing Bank Lender or such Lender's or the Issuing Bank's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's and the Issuing Bank's policies and the policies of such Lender's and the Issuing Bank's holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time Holdings the Borrower shall (or shall cause the responsible Borrower to) pay to such Lender or the Issuing Bank such additional amount or amounts as will compensate such Lender, the Issuing Bank Lender or such Lender's or the Issuing Bank's holding company for any such reduction sufferedsuffered after the date hereof.
(c) A certificate of a Lender or the Issuing Bank setting forth such amount or amounts amounts, along with the Lender's method of computation of such amounts, as shall be necessary to compensate such Lender (or the Issuing Bank participating banks or other entities pursuant to Section 10.04) as specified in paragraph (a) or (b) above, as the case may be, shall be delivered to Holdings the Borrower and shall be presumed conclusive absent manifest errorerror but subject to rebuttal by the Borrower. Holdings The Borrower shall (or shall cause the responsible Borrower to) pay each Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after the of its receipt of the same. In the event any Lender delivers such a certificate, the Borrower may, at its own expense, require such Lender to transfer and assign in whole or in part, without recourse (in accordance with Section 10.04) all or part of its interests, rights and obligations under this Agreement to an assignee which shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority, (ii) the Borrower shall have received a written consent of the Administrative Agent in the case of an entity that is not a Lender, which consent shall not unreasonably be withheld, and (iii) the Borrower or such assignee shall have paid to the assigning Lender in immediately available funds the principal of and interest accrued to the date of such payment on the Loans made by it hereunder and all other amounts owed to it hereunder as of such date. Any Lender claiming any additional amounts payable pursuant to this Section 2.13 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by the Borrower or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any additional amount which may thereafter accrue and would not, in the sole determination of such Lender, be otherwise disadvantageous to such Lender.
(d) Except as provided below in this paragraph (d), failure Failure on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's or the Issuing Bank's right to demand compensation with respect to such period or any other period; provided, however, that no Lender shall be entitled to compensation for any such increased costs or reductions unless it shall have submitted a certificate under paragraph (c) above with respect thereto not more than 90 days after the date that such Lender knows that such increased costs have been incurred or such reduction suffered. Notwithstanding any other provision of this Section 2.13, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements, and each Lender shall in good faith endeavor to allocate increased costs or reductions fairly among all of its affected commitments and credit extensions (whether or not it seeks compensation from all affected borrowers). The protection of this Section 2.13 shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed. Neither the Issuing Bank nor any Lender shall be entitled to compensation under this Section 2.13 for any costs incurred or reductions suffered with respect to any date unless it shall have notified Holdings that it will demand compensation for such costs or reductions not more than 90 days after the later of (i) such date and (ii) the date on which it shall have become aware of such costs or reductions.
Appears in 1 contract
Sources: Revolving Credit and Letter of Credit Facility Agreement (Fingerhut Companies Inc)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change result in the basis imposition, modification or applicability of taxation of payments to any Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency Loan made by such Lender or any Letter of Credit or participation therein, or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income or capital stock of such Lender by the jurisdiction in which such Lender has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Lender (or any lending office of such Lender) or the Issuing Bank, or shall impose result in the imposition on such (i) any Lender or the Issuing Bank or the London interbank market of any other condition affecting this Agreement Agreement, (ii) such Lender's Commitment or (iii) any Eurocurrency Loan or Fixed Rate Loan made by such Lender or any Letter of Credit or participation thereinLender, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurocurrency Loan or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit Fixed Rate Loan or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by such Lender to be material, then Holdings shall (or shall cause the Borrowers to) pay to such Lender or the Issuing Bank upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank for such additional costs incurred or reduction sufferedwill be paid by the Borrowers to such Lender upon demand. Notwithstanding the foregoing, no Lender shall be entitled to request compensation under this paragraph with respect to any Competitive Loan if the change giving rise to such request was applicable to such Lender at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made.
(b) If any Lender or the Issuing Bank shall have determined that any change after the date hereof in the applicability adoption of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basel Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or any Lender's or the Issuing Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on (i) such Lender's or the Issuing Bank's capital or on the capital of such Lender's or the Issuing Bank's holding company, if any, as a consequence of this Agreement Agreement, (ii) such Lender's Commitment or (iii) the Loans or Letters of Credit or participations therein made by such Lender or the Issuing Bank pursuant hereto to a level below that which such Lender, the Issuing Bank Lender or such Lender's or the Issuing Bank's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's and the Issuing Bank's policies and the policies of such Lender's and the Issuing Bank's holding company with respect to capital adequacy) by an amount reasonably deemed by such Lender or the Issuing Bank to be material, then from time to time Holdings shall (or shall cause the responsible Borrower to) pay to such Lender or the Issuing Bank such additional amount or amounts as will compensate such Lender, Lender for such reduction will be paid by the Issuing Bank or Borrowers to such Lender's or the Issuing Bank's holding company for any such reduction suffered.
(c) A certificate of a any Lender or the Issuing Bank setting forth such amount or amounts as shall be necessary to compensate such Lender or the Issuing Bank its holding company, as applicable, as specified in paragraph (a) or (b) above, as the case may be, shall be delivered to Holdings the Company and shall be conclusive absent manifest error. Holdings The Borrowers shall (or shall cause the responsible Borrower to) pay each such Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after the its receipt of the same.
(d) Except as provided below in this paragraph (d), failure Failure on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's or the Issuing Bank's right to demand compensation with respect to such period or any other period. The protection of this Section shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law; provided, rulehowever, regulation, guideline or other change or condition which shall have occurred or been imposed. Neither the Issuing Bank nor any that no Lender shall be entitled to compensation under this Section 2.13 for any costs incurred or reductions suffered with respect to any date unless it shall have notified Holdings the Company that it will demand compensation for such costs or reductions under paragraph (c) above not more than 90 days after the later of (i) such date and (ii) the date on which it shall have become aware of such costs or reductions. The protection of this Section shall be available to each Lender regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed.
Appears in 1 contract
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement any change Change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency Loan made by such Lender or any Letter of Credit or participation therein, or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income or capital stock of such Lender by the jurisdiction in which such Lender has its principal office or by any political subdivision or taxing authority therein), or Law shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such any Lender (or any lending office of such Lender) or the Issuing Bank, Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate) or shall impose on such Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement or any Eurocurrency Loan Eurodollar Loans made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender or the Issuing Bank of making or maintaining any Eurocurrency Eurodollar Loan or to increase the cost to such any Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or the Issuing Bank to be material, then Holdings shall (or shall cause the Borrowers to) Borrower will pay to such Lender or the Issuing Bank upon demand Bank, as the case may be, at the time set forth in paragraph (c) of this Section 2.14 such additional amount or amounts as will compensate such Lender or the Issuing Bank Bank, as the case may be, for such additional costs incurred or reduction suffered.
(b) If any Lender or the Issuing Bank shall have determined that any change after the date hereof Change in the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basel Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or any Lender's or the Issuing Bank's holding company with any request or directive Law regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's ’s or the Issuing Bank's ’s capital or on the capital of such Lender's ’s or the Issuing Bank's ’s holding company, if any, as a consequence of this Agreement or the Loans made or participations in Letters of Credit or participations therein made purchased by such Lender pursuant hereto or the Letters of Credit issued by the Issuing Bank pursuant hereto to a level below that which such Lender, Lender or the Issuing Bank or such Lender's ’s or the Issuing Bank's ’s holding company could have achieved but for such applicability, adoption, change or compliance Change in Law (taking into consideration such Lender's and ’s or the Issuing Bank's ’s policies and the policies of such Lender's and ’s or the Issuing Bank's ’s holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time Holdings the Borrower shall (or shall cause the responsible Borrower to) pay to such Lender or the Issuing Bank Bank, as the case may be, such additional amount or amounts as will compensate such Lender, Lender or the Issuing Bank or such Lender's ’s or the Issuing Bank's ’s holding company for any such reduction suffered.
(c) A certificate of a Lender or the Issuing Bank setting forth such the amount or amounts as shall be necessary to compensate such Lender or the Issuing Bank or its holding company, as applicable, as specified in paragraph (a) or (b) above, as the case may be, above shall be delivered to Holdings the Borrower and shall be conclusive absent manifest error. Holdings The Borrower shall (or shall cause the responsible Borrower to) pay each such Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after the its receipt of the same.
(d) Except as provided below in this paragraph (d), failure Failure or delay on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's ’s or the Issuing Bank's ’s right to demand compensation such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or the Issuing Bank under paragraph (a) or (b) above with respect to increased costs or reductions with respect to any period prior to the date that is 120 days prior to such period request if such Lender or the Issuing Bank knew or could reasonably have been expected to know of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any other increased costs or reductions arising out of the retroactive application of any Change in Law within such 120-day period. The protection of this Section shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which Change in Law that shall have occurred or been imposed. Neither the Issuing Bank nor any Lender shall be entitled to compensation under this Section 2.13 for any costs incurred or reductions suffered with respect to any date unless it shall have notified Holdings that it will demand compensation for such costs or reductions not more than 90 days after the later of (i) such date and (ii) the date on which it shall have become aware of such costs or reductions.
Appears in 1 contract
Sources: Credit Agreement (Itc Deltacom Inc)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement any change Change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency Loan made by such Lender or any Letter of Credit or participation therein, or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income or capital stock of such Lender by the jurisdiction in which such Lender has its principal office or by any political subdivision or taxing authority therein), or Law shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such any Lender (or except any lending office of such Lender) reserve requirement which is reflected in the Adjusted LIBO Rate), shall subject any Lender or the Issuing BankAdministrative Agent to any Taxes (other than (i) Indemnified Taxes imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (ii) Taxes described in clause (c) of the definition of Excluded Taxes) on its Loans, Commitments or other obligations or its deposits, reserves, other liabilities or capital attributable thereto or shall impose on such Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement or any Eurocurrency Loan Eurodollar Loans made by such Lender or any Letter of Credit or participation thereinLender, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurocurrency Eurodollar Loan or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender to be material, then Holdings shall (or shall cause the Borrowers to) Borrower will pay to such Lender or the Issuing Bank upon demand from time to time such additional amount or amounts as will compensate such Lender or the Issuing Bank for such additional costs incurred or reduction suffered.
(b) If any Lender or the Issuing Bank shall have determined that any change after the date hereof Change in the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basel Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or any Lender's or the Issuing Bank's holding company with any request or directive Law regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, liquidity has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's ’s capital or on the capital of such Lender's or the Issuing Bank's ’s holding company, if any, as a consequence of this Agreement or the Loans or Letters of Credit or participations therein made by such Lender or the Issuing Bank pursuant hereto to a level below that which such Lender, the Issuing Bank Lender or such Lender's or the Issuing Bank's ’s holding company could have achieved but for such applicability, adoption, change or compliance Change in Law (taking into consideration such Lender's and the Issuing Bank's ’s policies and the policies of such Lender's and the Issuing Bank's ’s holding company with respect to capital adequacyadequacy or liquidity) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time Holdings the Borrower shall (or shall cause the responsible Borrower to) pay to such Lender or the Issuing Bank such additional amount or amounts as will compensate such Lender, the Issuing Bank Lender or such Lender's or the Issuing Bank's ’s holding company for any such reduction suffered.
(c) A certificate of a Lender or the Issuing Bank setting forth such the amount or amounts as shall be necessary to compensate such Lender or the Issuing Bank its holding company, as applicable, as specified in paragraph (a) or (b) above, as the case may be, above shall be delivered to Holdings the Borrower and shall be conclusive absent manifest error. Holdings The Borrower shall (or shall cause the responsible Borrower to) pay each such Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 30 days after the its receipt of the same.
(d) Except as provided below in this paragraph (d), failure Failure or delay on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's or the Issuing Bank's ’s right to demand compensation such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or under paragraph (a) or (b) above with respect to increased costs or reductions with respect to any period prior to the date that is 180 days prior to such period request if such Lender knew or could reasonably have been expected to know of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any other increased costs or reductions arising out of the retroactive application of any Change in Law within such 180-day period. The protection of this Section 2.14(d) shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which Change in Law that shall have occurred or been imposed. Neither the Issuing Bank nor any Lender shall be entitled to compensation under this Section 2.13 for any costs incurred or reductions suffered with respect to any date unless it shall have notified Holdings that it will demand compensation for such costs or reductions not more than 90 days after the later of (i) such date and (ii) the date on which it shall have become aware of such costs or reductions.
Appears in 1 contract
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement any change Change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) Law shall change the basis of taxation of payments to any Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency Loan or A/C Fronted Fixed Rate Loan made by such Lender or any Letter of Credit or participation therein, or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income or capital stock of such Lender or such Issuing Bank by the jurisdiction in which such Lender or such Issuing Bank has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such any Lender (or any lending office of Issuing Bank (except any such Lender) reserve requirement which is reflected in the Adjusted LIBO Rate, the Bank ▇▇▇▇ Rate or the Issuing BankItalian Fixed Rate, as the case may be) or shall impose on such Lender or the such Issuing Bank or the London interbank market (or other relevant interbank market) any other condition affecting this Agreement or any Eurocurrency Loan Loans or A/C Fronted Fixed Rate Loans made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender or such Issuing Bank of making or maintaining any Eurocurrency Loan or to A/C Fronted Fixed Rate Loan or increase the cost to such any Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or such Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or such Issuing Bank to be material, then Holdings shall (or shall cause the Borrowers to) will pay to such Lender or such Issuing Bank, as the Issuing Bank case may be, upon demand such additional amount or amounts as will compensate such Lender or such Issuing Bank, as the Issuing Bank case may be, for such additional costs incurred or reduction suffered.
(b) If any Lender or the any Issuing Bank shall have determined that any change after the date hereof Change in the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basel Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or any Lender's or the Issuing Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, Law has or would have the effect of reducing the rate of return on such Lender's or the such Issuing Bank's capital or on the capital of such Lender's or the such Issuing Bank's holding company, if any, as a consequence of this Agreement or the Loans made or participations in Letters of Credit or participations therein made purchased by such Lender pursuant hereto or the Letters of Credit issued by such Issuing Bank pursuant hereto to a level below that which such Lender, the Lender or such Issuing Bank or such Lender's or the such Issuing Bank's holding company could have achieved but for such applicability, adoption, change or compliance Change in Law (taking into consideration such Lender's and the or such Issuing Bank's policies and the policies of such Lender's and the or such Issuing Bank's holding company with respect to capital adequacy) by an amount deemed by such Lender or the such Issuing Bank to be material, then from time to time Holdings the Borrowers shall (or shall cause the responsible Borrower to) pay to such Lender or such Issuing Bank, as the Issuing Bank case may be, such additional amount or amounts as will compensate such Lender, the Lender or such Issuing Bank or such Lender's or the such Issuing Bank's holding company for any such reduction suffered.
(c) A certificate of a Lender or the an Issuing Bank setting forth such the amount or amounts as shall be necessary to compensate such Lender or the such Issuing Bank or its holding company, as applicable, as specified in paragraph (a) or (b) above, as the case may be, above shall be delivered to Holdings the Borrowers and shall be conclusive absent manifest error. Holdings The Borrowers shall (or shall cause the responsible Borrower to) pay each such Lender or the such Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after the its receipt of the same.
(d) Except as provided below in this paragraph (d), failure Failure or delay on the part of any Lender or the any Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's or the such Issuing Bank's right to demand compensation with respect to such period or any other periodcompensation. The protection of this Section shall be available to each Lender and the each Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, agreement, guideline or other change or condition which that shall have occurred or been imposed. Neither the Issuing Bank nor any Lender shall be entitled to compensation under this Section 2.13 for any costs incurred or reductions suffered with respect to any date unless it shall have notified Holdings that it will demand compensation for such costs or reductions not more than 90 days after the later of (i) such date and (ii) the date on which it shall have become aware of such costs or reductions.
Appears in 1 contract
Sources: Credit Agreement (Terex Corp)
Reserve Requirements; Change in Circumstances. (a) If the Lender shall have determined that the adoption after the date hereof of any law, rule, regulation or guideline regarding capital adequacy, special deposit, insurance or any change after the date hereof in any of the foregoing or in the interpretation or administration of any of the foregoing by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Lender's holding company with any request or directive promulgated after the date hereof regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Lender's or on the capital of the Lender's holding company, if any, as a consequence of this Agreement or the Revolving Loan made by the Lender to a level below that which the Lender's holding company could have achieved but for such adoption, change or compliance (taking into consideration the Lender's policies and the policies of the Lender's holding company with respect to capital adequacy) by an amount deemed by the Lender in good faith to be material, then from time to time the Borrower shall pay to the Lender such additional amount or amounts as will compensate the Lender's holding company for any such reduction suffered.
(b) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation (either by way of changes in existing laws or regulations or the introductions of new laws or regulations) or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any the Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency Loan LIBOR Borrowing made by such Lender or any Letter of Credit or participation thereinthe Lender, or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income or capital stock of such Lender by the jurisdiction in which such Lender has its principal office or by any political subdivision or taxing authority thereinLender), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Lender (or the Lender, including without limitation any lending office of such Lender) or the Issuing Bankreserve requirement that may be applicable to "eurocurrency liabilities" under and as defined in Regulation D, or shall impose on such the Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement or any Eurocurrency Loan LIBOR Borrowing made by such Lender or any Letter of Credit or participation thereinthe Lender, and the result of any of the foregoing shall be to increase the cost to such the Lender of making or maintaining any Eurocurrency Loan or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit LIBOR Borrowing or to reduce the amount of any sum received or receivable by such the Lender hereunder or under the Note (in respect of LIBOR Borrowing only), whether of principal, interest or otherwise) , by an amount deemed by such the Lender in good faith to be material, then Holdings shall (or shall cause then, the Borrowers to) Borrower will pay to such the Lender or the Issuing Bank upon demand such additional amount or amounts as will compensate such the Lender or the Issuing Bank for such additional costs incurred or reduction suffered.
(b) If any Lender or the Issuing Bank shall have determined that any change after the date hereof in the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basel Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or any Lender's or the Issuing Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's capital or on the capital of such Lender's or the Issuing Bank's holding company, if any, as a consequence of this Agreement or the Loans or Letters of Credit or participations therein made by such Lender or the Issuing Bank pursuant hereto to a level below that which such Lender, the Issuing Bank or such Lender's or the Issuing Bank's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's and the Issuing Bank's policies and the policies of such Lender's and the Issuing Bank's holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time Holdings shall (or shall cause the responsible Borrower to) pay to such Lender or the Issuing Bank such additional amount or amounts as will compensate such Lender, the Issuing Bank or such Lender's or the Issuing Bank's holding company for any such reduction suffered.
(c) A certificate of a the Lender or the Issuing Bank setting forth such amount or amounts as shall be necessary to compensate such the Lender or the Issuing Bank its holding company as specified in paragraph (a) or (b) above, as the case may be, and setting forth in reasonable detail the manner in which such amount or amounts shall have been determined shall be delivered to Holdings the Borrower and shall be conclusive absent manifest error. Holdings The Borrower shall (or shall cause pay the responsible Borrower to) pay each Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 ten (10) days after the its receipt of the same.
(d) Except as provided below in this paragraph (d), failure Failure on the part of any the Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such the Lender's or the Issuing Bank's right to demand compensation with respect to such period or any other period. The protection of this Section shall be available to each the Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed. Neither , provided that if the Issuing Bank nor Lender is compensated for such increased costs or reduction by any Governmental Authority or third party in the event such invalidity or inapplicability is finally determined, then the Lender shall be entitled return to the Borrower the respective compensation paid by the Borrower, up to the lesser of such amount as is received by the Lender or such amount as was paid by the Borrower.
(e) Without prejudice to the survival of any other agreement contained herein, the agreements and obligations contained in this Section shall survive Termination, provided that the Borrower shall have no further obligation to the Lender under this Section 2.13 for any costs incurred or reductions suffered with respect to any date unless it a certificate setting forth the amount of such obligation shall have notified Holdings that it will demand compensation for such costs or reductions not more than 90 been delivered by the Lender pursuant to paragraph (c) above within ninety (90) calendar days after the later Termination Date.
(f) The Lender shall give notification to the Borrower of any event or prospective event which will give rise to the operation of paragraphs (ia) or (b) of this Section, such date and notification to be sent within thirty (ii30) days of the date on which it shall have become aware of the public promulgation of the effective date of any such costs law, rule, regulation, guidelines or reductionschange therein.
Appears in 1 contract
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency Eurodollar Loan or Fixed Rate Loan made by such Lender or any Letter of Credit or participation therein, Bank or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income or capital stock of such Lender Bank by the jurisdiction in which such Lender Bank has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Lender (or any lending office of such Lender) or the Issuing Bank, or shall impose on such Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement or any Eurocurrency Eurodollar Loan or Fixed Rate Loan made by such Lender or any Letter of Credit or participation thereinBank, and the result of any of the foregoing shall be to increase the cost to such Lender Bank of making or maintaining any Eurocurrency Eurodollar Loan or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit Fixed Rate Loan or to reduce the amount of any sum received or receivable by such Lender Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender Bank to be material, then Holdings shall (or shall cause the Borrowers to) Borrower will pay to such Lender or the Issuing Bank upon within 30 days of demand such additional amount or amounts as will compensate such Lender or the Issuing Bank for such additional costs incurred or reduction suffered. Notwithstanding the foregoing, no Bank shall be entitled to request compensation under this paragraph with respect to any Competitive Loan if it shall have been aware of the change giving rise to such request at the time of submission of the Competitive Bid pursuant to which such Competitive Loan shall have been made.
(b) If any Lender or the Issuing Bank shall have determined that any change after the date hereof in the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 July1988 report of the Basel Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender Bank (or any lending office of such LenderBank) or any Lender's or the Issuing Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force focus of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's capital or on the capital of such Lender's or the Issuing Bank's holding company, if any, as a consequence of this Agreement or the Loans or Letters of Credit or participations therein made by such Lender or the Issuing Bank pursuant hereto to a level below that which such Lender, the Issuing Bank or such Lender's or the Issuing Bank's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's and the Issuing Bank's policies and the policies of such Lender's and the Issuing Bank's holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time Holdings the Borrower shall (or shall cause the responsible Borrower to) pay to such Lender or the Issuing Bank such additional amount or amounts as will compensate such Lender, the Issuing Bank or such Lender's or the Issuing Bank's holding company for any such reduction suffered. It is acknowledged that the Facility Fee provided for in this Agreement has been determined on the understanding that the Banks will not be required to maintain capital against their Commitments under currently applicable law, rules, regulations and regulatory guidelines. In the event the Banks shall be advised by bank regulatory authorities responsible for interpreting or administering such applicable laws, rules, regulations and guidelines or shall otherwise determine, on the basis of applicable laws, rules, regulations, guidelines or other requests or statements (whether or not having the force of law) of such bank regulatory authorities, that such understanding is incorrect, it is agreed that the Banks will be entitled to make claims under this paragraph based upon prevailing market requirements for commitments under comparable credit facilities against which capital is required to be maintained.
(c) Notwithstanding any other provision of this Section 2.13, no Bank shall demand compensation for any increased cost or reduction referred to in paragraph (a) or (b) above if it shall not at the time be the general policy or practice of such Bank to demand such compensation in similar circumstances under comparable provisions of other credit agreements, if any.
(d) A certificate of a Lender or the Issuing Bank setting forth such amount or amounts as shall be necessary to compensate such Lender or the Issuing Bank as specified in paragraph (a) or (b) above, as the case may be, shall be delivered to Holdings the Borrower and shall be conclusive absent manifest error. Holdings The Borrower shall (or shall cause the responsible Borrower to) pay each Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 30 days after the receipt of the same. If any Bank subsequently receives a refund of any such amount paid by the Borrower it shall remit such refund to the Borrower.
(de) Except as provided below in this paragraph (d), failure Failure on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's or the Issuing Bank's right to demand compensation with respect to such period or any other period; PROVIDED that if any Bank fails to make such demand within 90 days after it obtains knowledge of the event giving rise to the demand such Bank shall, with respect to amounts payable pursuant to this Section 2.13 resulting from such event, only be entitled to payment under this Section 2.13 for such costs incurred or reduction in amounts or return on capital from and after the date 90 days prior to the date that such Bank does make such demand. The protection of this Section shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed. Neither the Issuing Bank nor any Lender shall be entitled to compensation under this Section 2.13 for any costs incurred or reductions suffered with respect to any date unless it shall have notified Holdings that it will demand compensation for such costs or reductions not more than 90 days after the later of (i) such date and (ii) the date on which it shall have become aware of such costs or reductions.
Appears in 1 contract
Sources: 364 Day Competitive Advance and Revolving Credit Facility Agreement (Scripps E W Co /De)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement any change Change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof Law shall:
(whether or not having the force of lawi) shall change the basis of taxation of payments to any Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency Loan made by such Lender or any Letter of Credit or participation therein, or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income or capital stock of such Lender by the jurisdiction in which such Lender has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit deposit, liquidity or similar requirement against assets of, deposits with or for the account of or credit extended by such any Lender (except any such reserve requirement which is reflected in the Adjusted LIBO Rate);
(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 any lending office of such Lender) or the Issuing Bankother obligations, or shall its deposits, reserves, other liabilities or capital attributable thereto; or
(iii) impose on such Lender or the Issuing Bank or the London interbank market any other condition condition, cost or expense affecting this Agreement or any Eurocurrency Loan Eurodollar Loans made by such Lender or any Letter of Credit or participation therein, (other than with respect to Taxes); and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making making, converting to, continuing or maintaining any Eurocurrency Loan or to increase the cost to such Lender or the Issuing Bank of participating inEurodollar Loan, issuing or maintaining any Letter of Credit its obligation to make such a loan or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender to be material), then Holdings shall (or shall cause the Borrowers to) Borrower will pay to such Lender or the Issuing Bank upon demand therefor, such additional amount or amounts as will compensate such Lender or the Issuing Bank for such additional costs incurred or reduction suffered.
(b) If any Lender or the Issuing Bank shall have determined that any change after the date hereof Change in the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basel Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Law affecting such Lender (or any lending office of such Lender or such Lender) or any Lender's or the Issuing Bank's ’s holding company with any request or directive company, if any, regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, liquidity requirements has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's ’s capital or on the capital of such Lender's or the Issuing Bank's ’s holding company, if any, as a consequence of this Agreement or the Loans or Letters of Credit or participations therein made by such Lender or the Issuing Bank pursuant hereto to a level below that which such Lender, the Issuing Bank Lender or such Lender's or the Issuing Bank's ’s holding company could have achieved but for such applicability, adoption, change or compliance Change in Law (taking into consideration such Lender's and the Issuing Bank's ’s policies and the policies of such Lender's and the Issuing Bank's ’s holding company with respect to capital adequacy) by an amount deemed by such Lender adequacy or the Issuing Bank to be materialliquidity), then from time to time Holdings the Borrower shall (or shall cause the responsible Borrower to) pay to such Lender or the Issuing Bank such additional amount or amounts as will compensate such Lender, the Issuing Bank Lender or such Lender's or the Issuing Bank's ’s holding company for any such reduction suffered.
(c) A certificate of a Lender or the Issuing Bank setting forth such the amount or amounts as shall be necessary to compensate such Lender or the Issuing Bank its holding company, as applicable, as specified in paragraph (a) or (b) above, as the case may be, above shall be delivered to Holdings the Borrower and shall be conclusive absent manifest error. Holdings The Borrower shall (or shall cause the responsible Borrower to) pay each such Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after the its receipt of the same.
(d) Except as provided below in this paragraph (d), failure Failure or delay on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect pursuant to any period this Section shall not constitute a waiver of such Lender's or the Issuing Bank's ’s right to demand compensation such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender under paragraph (a) or (b) above with respect to increased costs or expenses incurred or reductions suffered more than 120 days prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs, expenses or reductions and of such Lender’s intention to claim compensation therefor; provided further that if the Change in Law giving rise to such increased costs, expenses or reductions is retroactive, then the 120-day period or any other periodreferred to above shall be extended to include the period of retroactive effect thereof. The protection of this Section shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which Change in Law that shall have occurred or been imposed. Neither the Issuing Bank nor any Lender shall be entitled to compensation under this Section 2.13 for any costs incurred or reductions suffered with respect to any date unless it shall have notified Holdings that it will demand compensation for such costs or reductions not more than 90 days after the later of (i) such date and (ii) the date on which it shall have become aware of such costs or reductions.
Appears in 1 contract
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement Restatement Effective Date any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change result in the basis imposition, modification or applicability of taxation of payments to any Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency Loan made by such Lender or any Letter of Credit or participation therein, or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income or capital stock of such Lender by the jurisdiction in which such Lender has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of of, or credit extended by such any Lender (or any lending office of such Lender) or the Issuing BankLC Issuer, or shall impose result in the imposition on such (i) any Lender or the Issuing Bank LC Issuer or the London interbank market of any other condition affecting this Agreement Agreement; (ii) such Lender’s Commitment; or (iii) any Eurocurrency Loan or Fixed Rate Loan made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurocurrency Loan or Fixed Rate Loan or to increase the cost to such Lender or the Issuing Bank LC Issuer of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or the LC Issuer hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by such Lender or the LC Issuer, as the case may be, to be material, then Holdings shall (or shall cause the Borrowers to) pay to such Lender or the Issuing Bank upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank LC Issuer, as the case may be, for such additional costs incurred or reduction sufferedwill be paid by the Borrowers to such Lender or the LC Issuer upon demand. Notwithstanding the foregoing, no Lender shall be entitled to request compensation under this paragraph with respect to any Competitive Loan if the change giving rise to such request was applicable to such Lender at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made.
(b) If any Lender or the Issuing Bank LC Issuer shall have determined that any change after the date hereof in the applicability adoption of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basel Basle Committee on Banking Regulations and Supervisory Practices entitled "“International Convergence of Capital Measurement and Capital Standards"”, or the adoption after the date hereof Restatement Effective Date of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or any Lender's the LC Issuer or the Issuing Bank's holding company of such Lender or the LC Issuer with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's capital or on (i) the capital of such Lender's , the LC Issuer or the Issuing Bank's holding companycompany of such Lender or the LC Issuer, if anyas the case may be, as a consequence of this Agreement Agreement; (ii) such Lender’s Commitment; or (iii) the Loans made by or participations in Letters of Credit or participations therein made held by such Lender Lender, or the Issuing Bank Letters of Credit issued by the LC Issuer, pursuant hereto to a level below that which such Lender, the Issuing Bank or such Lender's LC Issuer or the Issuing Bank's holding company of such Lender or the LC Issuer, as the case may be, could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's and ’s or the Issuing Bank's LC Issuer’s policies and the policies of such Lender's and the Issuing Bank's holding company of such Lender or the LC Issuer with respect to capital adequacy) by an amount reasonably deemed by such Lender or the Issuing Bank LC Issuer, as the case may be, to be material, then from time to time Holdings shall (or shall cause the responsible Borrower to) pay to such Lender or the Issuing Bank such additional amount or amounts as will compensate such Lender, the Issuing Bank or such Lender's Lender or the Issuing Bank's LC Issuer or the holding company of such Lender or the LC Issuer for any such reduction sufferedwill be paid by the Borrowers to such Lender or the LC Issuer, as the case may be.
(c) A certificate of a any Lender or the Issuing Bank LC Issuer setting forth such amount or amounts as shall be necessary to compensate such Lender or the Issuing Bank LC Issuer or its holding company, as applicable, as specified in paragraph (a) or (b) above, as the case may be, shall be delivered to Holdings the Company and shall be conclusive absent manifest error. Holdings The Borrowers shall (or shall cause the responsible Borrower to) pay each such Lender or the Issuing Bank LC Issuer, as the case may be, the amount shown as due on any such certificate delivered by it within 10 days after the its receipt of the same.
(d) Except as provided below in this paragraph (d), failure Failure on the part of any Lender or the Issuing Bank LC Issuer to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's ’s or the Issuing Bank's LC Issuer’s right to demand compensation with respect to such period or any other period. The protection of this Section shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law; provided, rulehowever, regulation, guideline or other change or condition which shall have occurred or been imposed. Neither the Issuing Bank nor that neither any Lender nor the LC Issuer shall be entitled to compensation under this Section 2.13 2.14 for any costs incurred or reductions suffered with respect to any date unless it shall have notified Holdings the Company that it will demand compensation for such costs or reductions under paragraph (c) above not more than 90 days after the later of (i) such date and (ii) the date on which it shall have become aware of such costs or reductions. The protection of this Section shall be available to each Lender and the LC Issuer regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed.
Appears in 1 contract
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinherein but subject to paragraph (d) below and to Section 2.21, if after the date of this Agreement any change Change in applicable law or regulation or Law shall result in the interpretation imposition, modification or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force applicability of law) shall change the basis of taxation of payments to any Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency Loan made by such Lender or any Letter of Credit or participation therein, or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income or capital stock of such Lender by the jurisdiction in which such Lender has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Lender (or any lending office of such Lender) or the Issuing Bank, or shall impose result in the imposition on such any Lender or the Issuing Bank or the London interbank market or any other condition market in which the funding operations of any Lender shall be conducted of any other condition, in any such case, affecting this Agreement Agreement, such Lender's Commitment or any Eurocurrency Eurodollar Loan or Fixed Rate Loan made by such Lender or any Letter of Credit or participation thereinLender, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurocurrency Eurodollar Loan or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit Fixed Rate Loan or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender to be material, then Holdings shall the Company and the applicable Borrower agree severally (or shall cause the Borrowers toand not jointly) to pay to such Lender or the Issuing Bank upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank for such additional costs incurred or reduction sufferedreduction. Notwithstanding the foregoing, no Lender shall be entitled to request compensation under this paragraph with respect to any Competitive Loan (i) relating to any reserve requirements in effect at the time the Competitive Bid with respect thereto is submitted by such Lender or (ii) if the Change in Law giving rise to such request was known by such Lender to be applicable to it at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made.
(ba) If any Lender or the Issuing Bank shall have determined that any change after the date hereof Change in the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basel Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or any Lender's or the Issuing Bank's holding company with any request or directive Law regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's capital or on the capital of such Lender's or the Issuing Bank's holding company, if any, as a consequence of this Agreement Agreement, such Lender's Commitment or the Loans or Letters of Credit or participations therein made by such Lender or the Issuing Bank pursuant hereto to a level below that which such Lender, the Issuing Bank Lender or such Lender's or the Issuing Bank's holding company could have achieved but for such applicability, adoption, change or compliance Change in Law (taking into consideration such Lender's and the Issuing Bank's policies and the policies of such Lender's and the Issuing Bank's holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material, then the Company and the applicable Borrower agree to pay to such Lender from time to time Holdings shall (or shall cause the responsible Borrower to) pay to such Lender or the Issuing Bank such additional amount or amounts as will compensate such LenderLender for such reduction; PROVIDED, the Issuing Bank or HOWEVER, that each Foreign Borrower shall pay only such Lender's or the Issuing Bank's holding company for any such reduction sufferedamounts that relate to its own Obligations.
(cb) A certificate of a each Lender or the Issuing Bank setting forth such amount or amounts as shall be necessary to compensate such Lender or the Issuing Bank its holding company as specified in paragraph (a) or (b) above, as the case may be, and setting forth in reasonable detail the manner in which such amount or amounts shall have been determined, shall be delivered to Holdings the Company with a copy to the Administrative Agent and shall be conclusive absent manifest error. Holdings The Company or the applicable Borrower, as the case may be, shall (or shall cause the responsible Borrower to) pay each Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days Business Days after the its receipt of the same.
(dc) Except as provided below in this paragraph (d), failure Failure or delay on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's or the Issuing Bank's right to demand such compensation with respect to such period or any other period. The protection of this Section shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed. Neither the Issuing Bank nor any except that no Lender shall be entitled to any compensation under this Section 2.13 2.14 for any costs incurred or reductions reduction suffered with respect to any date unless it such Lender shall have notified Holdings the Company that it will demand compensation for such costs or reductions under paragraph (c) above not more than 90 60 days after the later of (i) such date and (ii) the date on which it such Lender shall have become aware of such costs or reductions. The protection of this Section shall be available to each Lender regardless of any possible contention of the invalidity or inapplicability of any law, rule, regulation or guideline or any Change in Law. Notwithstanding any other provision in this Section 2.14, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements, if any. If any Lender shall receive as a refund any moneys from any source in respect of any increased cost or reduction that it has identified on any certificate provided pursuant to paragraph (c) above, to the extent that the Company or any Borrower has previously paid the Lender any compensation in respect thereof, the Lender shall promptly forward such refund to the Company or such Borrower, as the case may be, without interest.
Appears in 1 contract
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date any Change in Law shall (i) subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any change in applicable law Eurodollar Loan made by it, or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency Eurodollar Loan made by such Lender or any Letter of Credit or participation therein, or any Fees or other amounts payable hereunder (other than (A) changes in respect of taxes imposed on the overall net income or capital stock of such Lender by the jurisdiction in which such Lender has its principal office or by any political subdivision or taxing authority thereintherein and (B) Taxes or Other Taxes, which shall be governed by Section 2.16), or shall ; (ii) impose, modify or deem applicable any reserve, special deposit deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of of, or credit extended or participated in by such any Lender (except any reserve requirement reflected in the Eurodollar Rate hereunder); or any lending office of such Lender(iii) or the Issuing Bank, or shall impose on such any Lender or the Issuing Bank or the London interbank eurodollar market any other condition condition, cost or expense affecting this Agreement or any Eurocurrency Loan Eurodollar Loans made by such Lender or any Letter of Credit or participation therein, Lender; and the result of any of the foregoing shall be to increase the cost to such Lender of making making, converting to, continuing or maintaining any Eurocurrency Eurodollar Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender or the Issuing Bank of participating inLender, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by ), then, upon prompt request of such Lender to be materialLender, then Holdings shall (or shall cause the Borrowers to) Borrower will pay to such Lender or the Issuing Bank upon demand as provided in Section 2.09(c) such additional amount or amounts as will compensate such Lender or the Issuing Bank for such additional costs incurred or reduction suffered.
(b) If any Lender or the Issuing Bank shall have determined determines that any change after the date hereof Change in the applicability Law affecting such Lender or any Lending Office of any lawsuch Lender or such Lender’s holding company, ruleif any, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basel Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or any Lender's or the Issuing Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agencyliquidity requirements, has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's ’s capital or on the capital of such Lender's or the Issuing Bank's ’s holding company, if any, as a consequence of this Agreement or Agreement, the Loans or Letters Commitments of Credit or participations therein made by such Lender or the Issuing Bank pursuant hereto Loans made by such Lender, to a level below that which such Lender, the Issuing Bank Lender or such Lender's or the Issuing Bank's ’s holding company could have achieved but for such applicability, adoption, change or compliance Change in Law (taking into consideration such Lender's and the Issuing Bank's ’s policies and the policies of such Lender's and the Issuing Bank's ’s holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be materialadequacy and liquidity), then from time to time Holdings time, the Borrower shall (or shall cause the responsible Borrower topay as provided in Section 2.09(c) pay to such Lender or the Issuing Bank such additional amount or amounts as will compensate such Lender, the Issuing Bank Lender or such Lender's or the Issuing Bank's ’s holding company for any such reduction suffered.
(c) A certificate of a each Lender or signed by an officer of the Issuing Bank respective Lender setting forth in reasonable detail such amount or amounts as shall be necessary to compensate such Lender or the Issuing Bank its holding company as specified in paragraph (aSection 2.09(a) or (b) above2.09(b), as the case may be, shall be delivered to Holdings the relevant Borrower and shall be conclusive absent manifest error. Holdings The Borrower shall (or shall cause the responsible Borrower to) pay each Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after the its receipt of the same.
(d) Except as provided below in this paragraph (d), failure Failure or delay on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect pursuant to any period this Section 2.09 shall not constitute a waiver of such Lender's or the Issuing Bank's ’s right to demand compensation with respect to such period or any other periodcompensation. The protection of this Section 2.09 shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed. Neither the Issuing Bank nor any Lender shall be entitled to compensation under this Section 2.13 for any costs incurred or reductions suffered with respect to any date unless it shall have notified Holdings that it will demand compensation for such costs or reductions not more than 90 days after the later of (i) such date and (ii) the date on which it shall have become aware of such costs or reductions.
Appears in 1 contract
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change result in the basis imposition, modification or applicability of taxation of payments to any Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency Loan made by such Lender or any Letter of Credit or participation therein, or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income or capital stock of such Lender by the jurisdiction in which such Lender has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, or deposits with or for the account of or credit extended by such Lender (or any lending office of such Lender) or the Issuing Bank, or shall impose result in the imposition on such Lender or the Issuing Bank or the London interbank market of any other condition affecting this Agreement Agreement, such Lender's Commitment or any Eurocurrency Eurodollar Loan or Fixed Rate Loan made by such Lender or any Letter of Credit or participation thereinLender, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurocurrency Eurodollar Loan or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit Fixed Rate Loan or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender to be material, then Holdings shall (or shall cause the Borrowers to) Borrower will pay to such Lender or the Issuing Bank upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank for such additional costs incurred or reduction suffered. Notwithstanding the foregoing, no Lender shall be entitled to request compensation under this paragraph with respect to any Competitive Loan if the change giving rise to such request was applicable to such Lender at the time of submission of the Competitive Bid pursuant to which such Competitive Loan shall have been made.
(b) If any Lender or the Issuing Bank shall have determined that any change after the date hereof in the applicability of any law, rule, regulation or guideline adopted after the date hereof pursuant to or arising out of the July 1988 report of the Basel Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or any Lender's or the Issuing Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's capital or on the capital of such Lender's or the Issuing Bank's holding company, if any, as a consequence of this Agreement Agreement, such Lender's Commitment or the Loans or Letters of Credit or participations therein made by such Lender or the Issuing Bank pursuant hereto to a level below that which such Lender, the Issuing Bank Lender or such Lender's or the Issuing Bank's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's and the Issuing Bank's policies and the policies of such Lender's and the Issuing Bank's holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time Holdings the Borrower shall (or shall cause the responsible Borrower to) pay to such Lender or the Issuing Bank such additional amount or amounts as will compensate such Lender, the Issuing Bank Lender or such Lender's or the Issuing Bank's holding company for any such reduction suffered.
(c) A certificate of a the Lender or the Issuing Bank setting forth such amount or amounts (including computation of such amount or amounts) as shall be necessary to compensate such the Lender or the Issuing Bank its holding company as specified in paragraph (a) or (b) above, as the case may be, shall be delivered to Holdings the Borrower and such amount or amounts may be reviewed by the Borrower. Unless the Borrower disagrees in good faith with the computation of the amount or amounts in such certificate, the Borrower shall be conclusive absent manifest error. Holdings shall (or shall cause pay to the responsible Lender, within 10 Business Days after receipt by the Borrower to) pay each Lender or of such certificate delivered by the Issuing Bank Lender, the amount shown as due on any such certificate delivered by it within 10 days after the receipt of the same.
(d) Except as provided below in this paragraph (d), failure on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's or the Issuing Bank's right to demand compensation with respect to such period or any other period. The protection of this Section shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed. Neither the Issuing Bank nor any Lender shall be entitled to compensation under this Section 2.13 for any costs incurred or reductions suffered with respect to any date unless it shall have notified Holdings that it will demand compensation for such costs or reductions not more than 90 days after the later of (i) such date and (ii) the date on which it shall have become aware of such costs or reductions.such
Appears in 1 contract
Sources: Competitive Advance and Revolving Credit Facility Agreement (At&t Wireless Services Inc)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation (including any change in the reserve percentages provided for in Regulation D) or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency Eurodollar Loan or Absolute Rate Loan made by such Lender or any Letter of Credit or participation therein, or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income or capital stock of such Lender by the jurisdiction in which such Lender has its principal office (or in which it holds any Eurodollar Loan or Absolute Rate Loan) or by any political subdivision or taxing authority thereintherein and other than taxes that would not have been imposed but for the failure of such Lender to comply with applicable certification, information, documentation or other reporting requirements), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, of or deposits with or for the account of or credit extended by such Lender (or any lending office of such Lender) or the Issuing Bank, or shall impose on such Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement or any Eurocurrency Eurodollar Loan or Absolute Rate Loan made by such Lender or any Letter of Credit or participation thereinLender, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurocurrency Eurodollar Loan or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit Absolute Rate Loan or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) in respect of any Eurodollar Loan or Absolute Rate Loan by an amount deemed by such Lender to be material, then Holdings shall (or shall cause the Borrowers to) Westinghouse agrees to pay to such Lender or the Issuing Bank upon demand as provided in paragraph (c) below such additional amount or amounts as will compensate such Lender or the Issuing Bank for such additional costs incurred or reduction suffered. Notwithstanding the foregoing, no Lender shall be entitled to request compensation under this paragraph with respect to any Competitive Loan if the change giving rise to LAW2:13233 46 41 such request shall, or in good faith should, have been taken into account in formulating the Competitive Bid pursuant to which such Competitive Loan shall have been made.
(b) If any Lender or the any Issuing Bank Lender shall have determined that any change after the date hereof in the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basel Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing law, rule, regulation or guideline regarding capital adequacy or in the interpretation or administration of any of the foregoing by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or Issuing Lender or any Lender's or the Issuing BankLender's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's or the Issuing BankLender's capital or on the capital of such Lender's or the Issuing BankLender's holding company, if any, as a consequence of this Agreement or the Loans or Letters of Credit or participations therein made by such Lender or the LC Exposure of such Lender or Letters of Credit issued by such Issuing Bank Lender pursuant hereto to a level below that which such Lender, the Lender or Issuing Bank Lender or such Lender's or the Issuing BankLender's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's and the or Issuing BankLender's policies and the policies of such Lender's and the or Issuing BankLender's holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank Lender to be material, then from time to time Holdings shall (or shall cause the responsible Borrower to) Westinghouse agrees to pay to such Lender or the Issuing Bank Lender as provided in paragraph (c) below such additional amount or amounts as will compensate such Lender, the Lender or Issuing Bank Lender or such Lender's or the Issuing BankLender's holding company for any such reduction suffered.
(c) A certificate of a each Lender or the Issuing Bank Lender setting forth such amount or amounts as shall be necessary to compensate such Lender or the Issuing Bank Lender as specified in paragraph (a) or (b) above, as the case may be, and the basis therefor in reasonable detail shall be delivered to Holdings Westinghouse and shall be conclusive absent manifest error. Holdings Westinghouse shall (or shall cause the responsible Borrower to) pay each Lender or the Issuing Bank Lender the amount shown as due on any such certificate delivered by it within 10 30 days after the its receipt of the same. Upon the receipt of any such certificate, Westinghouse shall be entitled, in its sole discretion, if any requested Loan has not been made, to cancel its acceptance of the relevant Competitive Bids or to cancel the Competitive Bid Request relating thereto, subject to Section 2.25.
(d) Except as provided below in this paragraph (d)paragraph, failure on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's or the Issuing Bank's right to demand compensation with respect to such period or any other period. The protection of this Section 2.24 shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposedimposed so long as it shall be customary for Lenders affected thereby to comply therewith. Neither the Issuing Bank nor any No Lender shall be entitled to compensation under this Section 2.13 2.24 for any costs incurred or reductions suffered with respect to any date unless it shall have notified Holdings Westinghouse that it will demand compensation for such costs or reductions under paragraph (c) above not more than 90 days after the later of (i) such date and (ii) the date on which it shall have become aware of such costs or reductions. Notwithstanding any other provision of this Section 2.24, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements, if any. In the event Westinghouse shall reimburse any Lender pursuant to this Section 2.24 for any cost and such Lender shall subsequently receive a refund in respect thereof, such Lender shall so notify Westinghouse and, upon its request, will pay to Westinghouse the portion of such refund which such Lender shall determine in good faith LAW2:13233 47 42 to be allocable to the cost so reimbursed. The covenants contained in this Section 2.24 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.
Appears in 1 contract
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinherein but subject to paragraph (d) below and to Section 2.21, if after the date of this Agreement any change Change in applicable law or regulation or Law shall result in the interpretation imposition, modification or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force applicability of law) shall change the basis of taxation of payments to any Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency Loan made by such Lender or any Letter of Credit or participation therein, or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income or capital stock of such Lender by the jurisdiction in which such Lender has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Lender (or any lending office of such Lender) or the Issuing Bank, or shall impose result in the imposition on such any Lender or the Issuing Bank or the London interbank market or any other condition market in which the funding operations of any Lender shall be conducted of any other condition, in any such case, affecting this Agreement Agreement, such Lender's Commitment or any Eurocurrency Eurodollar Loan or Fixed Rate Loan made by such Lender or any Letter of Credit or participation thereinLender, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurocurrency Eurodollar Loan or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit Fixed Rate Loan or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender to be material, then Holdings shall the Company and the applicable Borrower agree severally (or shall cause the Borrowers toand not jointly) to pay to such Lender or the Issuing Bank upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank for such additional costs incurred or reduction sufferedreduction. Notwithstanding the foregoing, no Lender shall be entitled to request compensation under this paragraph with respect to any Competitive Loan (i) relating to any reserve requirements in effect at the time the Competitive Bid with respect thereto is submitted by such Lender or (ii) if the Change in Law giving rise to such request was known by such Lender to be applicable to it at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made.
(b) If any Lender or the Issuing Bank shall have determined that any change after the date hereof Change in the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basel Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or any Lender's or the Issuing Bank's holding company with any request or directive Law regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's capital or on the capital of such Lender's or the Issuing Bank's holding company, if any, as a consequence of this Agreement Agreement, such Lender's Commitment or the Loans or Letters of Credit or participations therein made by such Lender or the Issuing Bank pursuant hereto to a level below that which such Lender, the Issuing Bank Lender or such Lender's or the Issuing Bank's holding company could have achieved but for such applicability, adoption, change or compliance Change in Law (taking into consideration such Lender's and the Issuing Bank's policies and the policies of such Lender's and the Issuing Bank's holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material, then the Company agrees to pay to such Lender from time to time Holdings shall (or shall cause the responsible Borrower to) pay to such Lender or the Issuing Bank such additional amount or amounts as will compensate such LenderLender for such reduction; provided, however, that each Foreign Borrower shall pay only such amounts that relate to its own Obligations. It is acknowledged that the Issuing Bank pricing provided for in this Agreement has been determined on the understanding that the Lenders will not be required to maintain capital against their Commitments under currently applicable laws, rules, regulations and regulatory guidelines. In the event any of the Lenders shall be advised by bank regulatory authorities responsible for interpreting or administering such Lender's applicable laws, rules, regulations and guidelines or shall otherwise determine, on the Issuing Bank's holding company basis of applicable laws, rules, regulations, guidelines or other requests or statements (whether or not having the force of law) of such bank regulatory authorities, that such understanding is incorrect, it is agreed that the Banks will be entitled to make claims under this paragraph based upon market requirements for any such reduction sufferedcommitments under comparable credit facilities against which capital is required to be maintained.
(c) A certificate of a each Lender or the Issuing Bank setting forth such amount or amounts as shall be necessary to compensate such Lender or the Issuing Bank its holding company as specified in paragraph (a) or (b) above, as the case may be, and setting forth in reasonable detail the manner in which such amount or amounts shall have been determined, shall be delivered to Holdings the Company with a copy to the Administrative Agent and shall be conclusive absent manifest error. Holdings The Company or the applicable Borrower, as the case may be, shall (or shall cause the responsible Borrower to) pay each Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days Business Days after the its receipt of the same.
(d) Except as provided below in this paragraph (d), failure Failure or delay on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's or the Issuing Bank's right to demand such compensation with respect to such period or any other period. The protection of this Section shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed. Neither the Issuing Bank nor any except that no Lender shall be entitled to any compensation under this Section 2.13 2.14 for any costs incurred or reductions reduction suffered with respect to any date unless it such Lender shall have notified Holdings the Company that it will demand compensation for such costs or reductions under paragraph (c) above not more than 90 60 days after the later of (i) such date and (ii) the date on which it such Lender shall have become aware of such costs or reductions. The protection of this Section shall be available to each Lender regardless of any possible contention of the invalidity or inapplicability of any law, rule, regulation or guideline or any Change in Law. Notwithstanding any other provision in this Section 2.14, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements, if any. If any Lender shall receive as a refund any moneys from any source in respect of any increased cost or reduction that it has identified on any certificate provided pursuant to paragraph (c) above, to the extent that the Company or any Borrower has previously paid the Lender any compensation in respect thereof, the Lender shall promptly forward such refund to the Company or such Borrower, as the case may be, without interest.
Appears in 1 contract
Sources: 364 Day Revolving Credit and Competitive Advance Facility Agreement (Readers Digest Association Inc)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinherein other than Section 2.14(c) and with respect to Taxes (which shall be governed solely and exclusively by Section 2.18), if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency Loan made by such Lender or any Letter of Credit or participation therein, or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income or capital stock of such Lender by the jurisdiction in which such Lender has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reservereserve (including pursuant to regulations issued from time to time by the Board (or any successor) for determining the maximum reserve requirement (including, without limitation, any emergency supplemental or other marginal reserve requirement) for such Lender with respect to liabilities or assets which are eurocurrency liabilities as set forth in Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time), special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such any Lender (that makes a SOFR Loan or any lending office of such Lender) or the Issuing Bank, EURIBOR Loan or shall impose on such Lender or the Issuing Bank or the London Euro interbank market or other market in which Lenders ordinarily raise Dollars or Euros, as applicable, to fund Loans of the requested Type any other condition affecting this Agreement or any Eurocurrency Loan either SOFR Loans or EURIBOR Loans made by such Lender or any Letter of Credit or participation thereinLender, and the result of any of the foregoing shall be to increase the cost to such Lender of funding, making or maintaining any Eurocurrency SOFR Loan or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit EURIBOR Loan or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) ), by an amount deemed reasonably determined by such Lender to be material, then Holdings shall (Howmet will pay or shall cause the other Borrowers to) to pay to such Lender or the Issuing Bank upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank for such additional costs incurred or reduction suffered; provided, that such Lender shall be generally seeking, or intending generally to seek, comparable compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so) in similar circumstances.
(b) If any Lender reasonably determines that the introduction of any law regarding capital adequacy or liquidity or any change therein or in the interpretation thereof, or compliance by such Lender therewith, has the effect of reducing the rate of return on the capital of such Lender or any Parent Company of such Lender by an amount reasonably determined by such Lender or such Parent Company as a consequence of such Lender’s obligations hereunder (taking into consideration such Lender’s policies and the policies of such Parent Company with respect to capital adequacy and/or liquidity and such Lender’s desired return on capital), then from time to time upon demand of such Lender (with a copy of such demand to the Administrative Agent), Howmet shall pay or cause the other Borrowers to pay to such Lender such additional amount or amounts as will compensate such Lender or such Parent Company for such reduction; provided, that (x) such Lender shall be generally seeking, or intending generally to seek, comparable compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so) with respect to such change in or in the interpretation in any law regarding capital requirements and (y) such additional amounts shall not be duplicative of any amounts to the extent otherwise paid by Howmet or the Issuing other Borrowers, as the case may be, under any other provision of this Agreement; provided, further that, this Section 2.12 shall be deemed to apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank shall have determined that any change after the date hereof in the applicability of any lawfor International Settlements, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basel Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lendersuccessor or similar authority) or any Lender's the United States or foreign financial regulatory authorities, regardless of the Issuing Bank's holding company with any request date adopted, issued, promulgated or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's capital or on the capital of such Lender's or the Issuing Bank's holding company, if any, as a consequence of this Agreement or the Loans or Letters of Credit or participations therein made by such Lender or the Issuing Bank pursuant hereto to a level below that which such Lender, the Issuing Bank or such Lender's or the Issuing Bank's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's and the Issuing Bank's policies and the policies of such Lender's and the Issuing Bank's holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time Holdings shall (or shall cause the responsible Borrower to) pay to such Lender or the Issuing Bank such additional amount or amounts as will compensate such Lender, the Issuing Bank or such Lender's or the Issuing Bank's holding company for any such reduction sufferedimplemented.
(c) A certificate of a each Lender or the Issuing Bank setting forth such amount or amounts as shall be necessary to compensate such Lender or the Issuing Bank its Parent Company as specified in paragraph (a) or (b) above, as the case may be, together with a statement of reasons for such demand and showing the calculation for such amounts shall be delivered to Holdings Howmet and shall be conclusive absent manifest error; provided, that such certificate states that such Lender is treating substantially all similarly situated borrowers in a manner that is consistent with the treatment afforded the Borrowers hereunder. Holdings Howmet shall (pay or shall cause the responsible Borrower to) pay to be paid to each Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 ten (10) days after the its receipt of the same.
(d) Except as provided below in this paragraph (d)paragraph, failure on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's or the Issuing Bank's ’s right to demand compensation with respect to such period or any other period. The protection of this Section 2.12 shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed. Neither the Issuing Bank nor any No Lender shall be entitled to compensation under this Section 2.13 2.12 for any costs incurred or reductions suffered with respect to any date unless it shall have notified Holdings Howmet that it will demand compensation for such costs or reductions under paragraph (c) above not more than 90 60 days after the later of (i) such date and (ii) the date on which it shall have or reasonably should have become aware of such costs or reductions; provided that if the applicable change or introduction with respect to the relevant law or regulation giving rise to such costs or reductions is retroactive, then the 60 day period referred to above shall be extended to include the period of retroactive effect thereof. In the event a Borrower shall reimburse any Lender pursuant to this Section 2.12 for any cost and the Lender shall subsequently receive a refund in respect thereof, the Lender shall so notify such Borrower and shall pay to such Borrower the portion of such refund which it shall determine in good faith to be allocable to the cost so reimbursed.
Appears in 1 contract
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date any Change in Law shall (i) subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any change in applicable law Eurodollar Loan made by it, or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency Eurodollar Loan made by such Lender or any Letter of Credit or participation therein, or any Fees or other amounts payable hereunder (other than (A) changes in respect of taxes imposed on the overall net income or capital stock of such Lender by the jurisdiction in which such Lender has its principal office or by any political subdivision or taxing authority thereintherein and (B) Taxes or Other Taxes, which shall be governed by Section 2.16), or shall ; (ii) impose, modify or deem applicable any reserve, special deposit deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of of, or credit extended or participated in by such any Lender (except any reserve requirement reflected in the Eurodollar Rate hereunder); or any lending office of such Lender(iii) or the Issuing Bank, or shall impose on such any Lender or the Issuing Bank or the London interbank eurodollar market any other condition condition, cost or expense affecting this Agreement or any Eurocurrency Loan Eurodollar Loans made by such Lender or any Letter of Credit or participation therein, Lender; and the result of any of the foregoing shall be to increase the cost to such Lender of making making, converting to, continuing or maintaining any Eurocurrency Eurodollar Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender or the Issuing Bank of participating inLender, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by ), then, upon prompt request of such Lender to be materialLender, then Holdings shall (or shall cause the Borrowers to) such Borrower will pay to such Lender or the Issuing Bank upon demand as provided in Section 2.09(c) such additional amount or amounts as will compensate such Lender or the Issuing Bank for such additional costs incurred or reduction suffered.
(b) If any Lender or the Issuing Bank shall have determined determines that any change after the date hereof Change in the applicability Law affecting such Lender or any Lending Office of any lawsuch Lender or such Lender’s holding company, ruleif any, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basel Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or any Lender's or the Issuing Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agencyliquidity requirements, has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's ’s capital or on the capital of such Lender's or the Issuing Bank's ’s holding company, if any, as a consequence of this Agreement or Agreement, the Loans or Letters Commitments of Credit or participations therein made by such Lender or the Issuing Bank pursuant hereto Loans made by such Lender, to a level below that which such Lender, the Issuing Bank Lender or such Lender's or the Issuing Bank's ’s holding company could have achieved but for such applicability, adoption, change or compliance Change in Law (taking into consideration such Lender's and the Issuing Bank's ’s policies and the policies of such Lender's and the Issuing Bank's ’s holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be materialadequacy and liquidity), then from time to time Holdings time, each Borrower shall (or shall cause the responsible Borrower topay as provided in Section 2.09(c) pay to such Lender or the Issuing Bank such additional amount or amounts as will compensate such Lender, the Issuing Bank Lender or such Lender's or the Issuing Bank's ’s holding company for any such reduction suffered.
(c) A certificate of a each Lender or signed by an officer of the Issuing Bank respective Lender setting forth in reasonable detail such amount or amounts as shall be necessary to compensate such Lender or the Issuing Bank its holding company as specified in paragraph (aSection 2.09(a) or (b) above2.09(b), as the case may be, shall be delivered to Holdings the relevant Borrower and shall be conclusive absent manifest error. Holdings Such Borrower shall (or shall cause the responsible Borrower to) pay each Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after the its receipt of the same.
(d) Except as provided below in this paragraph (d), failure Failure or delay on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect pursuant to any period this Section 2.09 shall not constitute a waiver of such Lender's or the Issuing Bank's ’s right to demand compensation with respect to such period or any other periodcompensation. The protection of this Section 2.09 shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed. Neither the Issuing Bank nor any Lender shall be entitled to compensation under this Section 2.13 for any costs incurred or reductions suffered with respect to any date unless it shall have notified Holdings that it will demand compensation for such costs or reductions not more than 90 days after the later of (i) such date and (ii) the date on which it shall have become aware of such costs or reductions.
Appears in 1 contract
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement any change Change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof Law (whether or not having the force of lawi) shall change the basis of taxation of payments to any Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency Loan made by such Lender or any Letter of Credit or participation therein, or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income or capital stock of such Lender by the jurisdiction in which such Lender has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Lender any Lender, (or any lending office of such Lenderii) or the Issuing Bank, or shall impose on such Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement or any Eurocurrency Loan Loans made by such Lender (other than Taxes) or (iii) shall subject any Lender to any Tax of any kind whatsoever with respect to this Agreement or any Letter Loans made by it, or change the basis of Credit taxation of payment to such Lender in respect thereof (except for Indemnified Taxes or participation thereinOther Taxes indemnifiable under Section 2.17 or any Taxes described in clauses (c), (d) or (e) of the definition of Excluded Taxes), and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurocurrency Loan or to increase the cost to such any Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by such Lender to be material, then Holdings shall from time to time as specified in clause (or shall cause c) below, the Borrowers to) Borrower will pay to such Lender or the Issuing Bank upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank for such additional costs incurred or reduction suffered.
(b) If any Lender or the Issuing Bank shall have determined determines that any change after the date hereof Change in the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basel Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Law affecting such Lender (or any lending office of such Lender or such Lender) or any Lender's or the Issuing Bank's ’s holding company with any request or directive company, if any, regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agencyliquidity requirements, has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's ’s capital or on the capital of such Lender's or the Issuing Bank's ’s holding company, if any, as a consequence of this Agreement Agreement, the Commitments of such Lender or the Loans or Letters of Credit or participations therein made by such Lender or the Issuing Bank pursuant hereto to a level below that which such Lender, the Issuing Bank Lender or such Lender's or the Issuing Bank's ’s holding company could have achieved but for such applicability, adoption, change or compliance Change in Law (taking into consideration such Lender's and the Issuing Bank's ’s policies and the policies of such Lender's and the Issuing Bank's ’s holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material), then from time to time Holdings shall as specified in clause (or shall cause c) below, the responsible Borrower to) will pay to such Lender or the Issuing Bank such additional amount or amounts as will compensate such Lender, the Issuing Bank Lender or such Lender's or the Issuing Bank's ’s holding company for any such reduction suffered.
(c) A certificate of a Lender or the Issuing Bank setting forth such in reasonable detail the calculation of the amount or amounts as shall be (and the basis thereof) necessary to compensate such Lender or the Issuing Bank its holding company, as applicable, as specified in paragraph (a) or (b) above, as the case may be, above shall be delivered to Holdings the Borrower and shall be conclusive absent manifest error. Holdings The Borrower shall (or shall cause the responsible Borrower to) pay each such Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after the its receipt of the same.
(d) Except as provided below in this paragraph (d), failure Failure or delay on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's or the Issuing Bank's ’s right to demand compensation such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender under paragraph (a) or (b) above with respect to increased costs or reductions with respect to any period prior to the date that is 270 days prior to the date that such period Lender notifies the Borrower of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any other increased costs or reductions arising out of the retroactive application of any Change in Law within such 270-day period. The protection of this Section 2.12(d) shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which Change in Law that shall have occurred or been imposed. Neither the Issuing Bank nor any Lender shall be entitled to compensation under this Section 2.13 for any costs incurred or reductions suffered with respect to any date unless it shall have notified Holdings that it will demand compensation for such costs or reductions not more than 90 days after the later of (i) such date and (ii) the date on which it shall have become aware of such costs or reductions.
Appears in 1 contract
Sources: Superpriority Secured Debtor in Possession Term Loan Agreement (RCS Capital Corp)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after If the date adoption of this Agreement or any change in applicable law or regulation any Requirement of Law or in the interpretation or administration application thereof applicable to any Lender, or compliance by any Governmental Authority charged Lender with the interpretation any request or administration thereof directive (whether or not having the force of law) shall change the basis of taxation of payments to from any Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency Loan made by such Lender or any Letter of Credit or participation therein, or any Fees central bank or other amounts payable hereunder Governmental Authority, in each case made subsequent to the Closing Date (other than changes in respect of taxes imposed or, if later, the date on the overall net income or capital stock of such Lender by the jurisdiction in which such Lender has its principal office or by any political subdivision or taxing authority therein), or becomes a Lender):
(i) shall impose, modify or deem hold applicable any reserve, special deposit deposit, compulsory loan or similar requirement against assets ofheld by, deposits with or other liabilities in or for the account of, advances, loans or other extensions of or credit extended by such Lender (by, or any lending other acquisition of funds by, any office of such LenderLender which is not otherwise included in the determination of the LIBO Rate hereunder (excluding any Tax of any kind whatsoever); or
(ii) or the Issuing Bank, or shall impose on such Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement or (excluding any Eurocurrency Loan made by such Lender or Tax of any Letter of Credit or participation therein, kind whatsoever); and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurocurrency Loan or is to increase the cost to such Lender or the Issuing Bank Bank, by an amount which such Lender deems to be material, of participating inmaking, converting into, continuing or maintaining Eurodollar Loans or issuing or maintaining any Letter participating in Letters of Credit (in each case hereunder) or to reduce any amount receivable hereunder in respect thereof, then, in any such case, upon notice to the Borrower from such Lender, through the Administrative Agent in accordance herewith, the Borrower shall promptly pay such Lender, upon its demand, any additional amounts necessary to compensate such Lender for such increased cost or reduced amount of receivable with respect to such Eurodollar Loans; provided that, in any sum received or receivable such case, the Borrower may elect to convert the Eurodollar Loans made by such Lender hereunder to ABR Loans by giving the Administrative Agent at least one Business Day’s notice of such election, in which case the Borrower shall promptly pay to such Lender, upon demand, without duplication, amounts theretofore required to be paid to such Lender pursuant to this Section 2.14(a) and such amounts, if any, as may be required pursuant to Section 2.05(b) and Section 10.05(b). If any Lender becomes entitled to claim any additional amounts pursuant to this Section 2.14(a), it shall provide prompt notice thereof to the Borrower, through the Administrative Agent, certifying (whether x) that one of principalthe events described in this clause (a) has occurred and describing in reasonable detail the nature of such event, interest (y) as to the increased cost or otherwisereduced amount resulting from such event and (z) by an as to the additional amount deemed demanded by such Lender and a reasonably detailed explanation of the calculation thereof. Such a certificate as to be material, then Holdings shall (or shall cause the Borrowers toany additional amounts payable pursuant to this Section 2.14(a) pay to submitted by such Lender or Issuing Bank, through the Issuing Bank upon demand such additional amount or Administrative Agent, to the Borrower shall be conclusive in the absence of manifest error. Notwithstanding anything to the contrary in this Section 2.14(a), the Borrower shall not be required to compensate a Lender pursuant to this Section 2.14(a) for any amounts as will compensate incurred more than six months prior to the date that such Lender notifies the Borrower of such Lender’s intention to claim compensation therefor (except that, if the adoption of or change in any Requirement of Law or in the Issuing Bank for interpretation or application thereof giving rise to such additional increased costs incurred or reduction sufferedreductions is retroactive, then provided such Lender shall, within six months of such adoption, change, interpretation or application, have notified the Borrower of such Lender’s intention to claim compensation therefor, the six-month period first referred to in this sentence shall be extended to include the period of retroactive effect thereof). This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.
(b) If any Lender or the Issuing Bank shall have determined that any change after the date hereof in the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basel Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any Requirement of the foregoing Law regarding capital adequacy or liquidity or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, application thereof or compliance by any such Lender (or any lending office of corporation controlling such Lender) or any Lender's or the Issuing Bank's holding company Lender with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of from any such authorityGovernmental Authority, central bank in each case, made subsequent to the Closing Date, does or comparable agency, has or would shall have the effect of reducing the rate of return on such Lender's ’s or the Issuing Bank's such corporation’s capital or on the capital of such Lender's or the Issuing Bank's holding company, if any, as a consequence of this Agreement or the Loans or Letters of Credit or participations therein made by such Lender or the Issuing Bank pursuant hereto Lender’s obligations hereunder to a level below that which such Lender, the Issuing Bank Lender or such Lender's or the Issuing Bank's holding company corporation could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's and the Issuing Bank's ’s or such corporation’s policies and the policies of such Lender's and the Issuing Bank's holding company with respect to capital adequacyadequacy or liquidity) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time Holdings time, within ten Business Days after submission by such Lender to the Borrower (through the Administrative Agent) of a written request therefor certifying (x) that one of the events described in this clause (b) has occurred and describing in reasonable detail the nature of such event, (y) as to the reduction of the rate of return on capital resulting from such event and (z) as to the additional amount or amounts demanded by such Lender or corporation and a reasonably detailed explanation of the calculation thereof, the Borrower shall (or shall cause the responsible Borrower to) pay to such Lender or the Issuing Bank such additional amount or amounts as will compensate such Lender or corporation for such reduction. Such a certificate as to any additional amounts payable pursuant to this Section 2.14(b) submitted by such Lender, through the Issuing Bank or Administrative Agent, to the Borrower shall be conclusive in the absence of manifest error. Notwithstanding anything to the contrary in this Section 2.14(b), the Borrower shall not be required to compensate a Lender pursuant to this Section 2.14(b) for any amounts incurred more than six months prior to the date that such Lender notifies the Borrower of such Lender's ’s intention to claim compensation therefor (except that, if the adoption of or change in any Requirement of Law or in the Issuing Bank's holding company for any interpretation or application thereof giving rise to such reduction sufferedincreased costs or reductions is retroactive, then provided such Lender shall, within six months of such adoption, change, interpretation or application, have notified the Borrower of such Lender’s intention to claim compensation therefor, the six-month period first referred to in this sentence shall be extended to include the period of retroactive effect thereof). This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.
(c) A certificate of a Lender or Notwithstanding anything herein to the Issuing Bank setting forth such amount or amounts as shall be necessary to compensate such Lender or the Issuing Bank as specified in paragraph (a) or (b) abovecontrary, as the case may be, shall be delivered to Holdings and shall be conclusive absent manifest error. Holdings shall (or shall cause the responsible Borrower to) pay each Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after the receipt of the same.
(d) Except as provided below in this paragraph (d), failure on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's or the Issuing Bank's right to demand compensation with respect to such period or any other period. The protection of this Section shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed. Neither the Issuing Bank nor any Lender shall be entitled to compensation under this Section 2.13 for any costs incurred or reductions suffered with respect to any date unless it shall have notified Holdings that it will demand compensation for such costs or reductions not more than 90 days after the later of (i) such date the ▇▇▇▇ ▇▇▇▇▇ Wall Street Reform and Consumer Protection Act, and all requests, rules, regulations, guidelines and directives promulgated thereunder or issued in connection therewith, and (ii) all requests, rules, guidelines or directives promulgated by the date Bank for International Settlements, the Basel Committee on which it Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, in each case, shall be deemed to have become aware of such costs been enacted, adopted, promulgated or reductionsissued, as applicable, subsequent to the Closing Date for all purposes herein.
Appears in 1 contract
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinherein but subject to paragraph (d) below and to Section 2.21, if after the date of this Agreement any change Change in applicable law or regulation or Law shall result in the interpretation imposition, modification or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force applicability of law) shall change the basis of taxation of payments to any Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency Loan made by such Lender or any Letter of Credit or participation therein, or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income or capital stock of such Lender by the jurisdiction in which such Lender has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Lender (or any lending office of such Lender) or the Issuing Bank, or shall impose result in the imposition on such any Lender or the Issuing Bank or the London interbank market or any other condition market in which the funding operations of any Lender shall be conducted of any other condition, in any such case, affecting this Agreement Agreement, such Lender's Commitment or any Eurocurrency Eurodollar Loan or Fixed Rate Loan made by such Lender or any Letter of Credit or participation thereinLender, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurocurrency Eurodollar Loan or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit Fixed Rate Loan or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender to be material, then Holdings shall the Company and the applicable Borrower agree severally (or shall cause the Borrowers toand not jointly) to pay to such Lender or the Issuing Bank upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank for such additional costs incurred or reduction sufferedreduction. Notwithstanding the foregoing, no Lender shall be entitled to request compensation under this paragraph with respect to any Competitive Loan (i) relating to any reserve requirements in effect at the time the Competitive Bid with respect thereto is submitted by such Lender or (ii) if the Change in Law giving rise to such request was known by such Lender to be applicable to it at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made.
(b) If any Lender or the Issuing Bank shall have determined that any change after the date hereof Change in the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basel Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or any Lender's or the Issuing Bank's holding company with any request or directive Law regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's capital or on the capital of such Lender's or the Issuing Bank's holding company, if any, as a consequence of this Agreement Agreement, such Lender's Commitment or the Loans or Letters of Credit or participations therein made by such Lender or the Issuing Bank pursuant hereto to a level below that which such Lender, the Issuing Bank Lender or such Lender's or the Issuing Bank's holding company could have achieved but for such applicability, adoption, change or compliance Change in Law (taking into consideration such Lender's and the Issuing Bank's policies and the policies of such Lender's and the Issuing Bank's holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material, then the Company agrees to pay to such Lender from time to time Holdings shall (or shall cause the responsible Borrower to) pay to such Lender or the Issuing Bank such additional amount or amounts as will compensate such LenderLender for such reduction; provided, the Issuing Bank or however, that each Foreign Borrower shall pay only such Lender's or the Issuing Bank's holding company for any such reduction sufferedamounts that relate to its own Obligations.
(c) A certificate of a each Lender or the Issuing Bank setting forth such amount or amounts as shall be necessary to compensate such Lender or the Issuing Bank its holding company as specified in paragraph (a) or (b) above, as the case may be, and setting forth in reasonable detail the manner in which such amount or amounts shall have been determined, shall be delivered to Holdings the Company with a copy to the Administrative Agent and shall be conclusive absent manifest error. Holdings The Company or the applicable Borrower, as the case may be, shall (or shall cause the responsible Borrower to) pay each Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days Business Days after the its receipt of the same.
(d) Except as provided below in this paragraph (d), failure Failure or delay on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's or the Issuing Bank's right to demand such compensation with respect to such period or any other period. The protection of this Section shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed. Neither the Issuing Bank nor any except that no Lender shall be entitled to any compensation under this Section 2.13 2.14 for any costs incurred or reductions reduction suffered with respect to any date unless it such Lender shall have notified Holdings the Company that it will demand compensation for such costs or reductions under paragraph (c) above not more than 90 60 days after the later of (i) such date and (ii) the date on which it such Lender shall have become aware of such costs or reductions. The protection of this Section shall be available to each Lender regardless of any possible contention of the invalidity or inapplicability of any law, rule, regulation or guideline or any Change in Law. Notwithstanding any other provision in this Section 2.14, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements, if any. If any Lender shall receive as a refund any moneys from any source in respect of any increased cost or reduction that it has identified on any certificate provided pursuant to paragraph (c) above, to the extent that the Company or any Borrower has previously paid the Lender any compensation in respect thereof, the Lender shall promptly forward such refund to the Company or such Borrower, as the case may be, without interest.
Appears in 1 contract
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency Loan made by such Lender or any Letter of Credit or participation therein, or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income or capital stock of such Lender by the jurisdiction in which such Lender has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Lender (or any lending office of such Lender) or the Issuing Bank, or shall impose on such Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement or any Eurocurrency Loan made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurocurrency Loan or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender to be material, then Holdings shall (or shall cause the Borrowers to) Borrower will pay to such Lender or the Issuing Bank upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank for such additional costs incurred or reduction suffered.
(b) If any Lender or the Issuing Bank shall have determined that any change after the date hereof in the applicability of any law, rule, regulation or guideline adopted after the Original Closing Date pursuant to or arising out of the July 1988 report of the Basel Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", ," or the adoption after the date hereof Original Closing Date of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or any Lender's or the Issuing Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's capital or on the capital of such Lender's or the Issuing Bank's holding company, if any, as a consequence of this Agreement Agreement, such Lender's Commitment or the Loans or Letters of Credit or participations therein made by such Lender or the Issuing Bank pursuant hereto to a level below that which such Lender, the Issuing Bank Lender or such Lender's or the Issuing Bank's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's and the Issuing Bank's policies and the policies of such Lender's and the Issuing Bank's holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time Holdings the Borrower shall (or shall cause the responsible Borrower to) pay to such Lender or the Issuing Bank such additional amount or amounts as will compensate such Lender, the Issuing Bank Lender or such Lender's or the Issuing Bank's holding company for any such reduction suffered. It is acknowledged that this Agreement is being entered into by the Lenders on the understanding that the Lenders will not be required to maintain capital against their Commitments under currently applicable laws, regulations and regulatory guidelines.
(c) A certificate of a the Lender or the Issuing Bank setting forth such amount or amounts (including computation of such amount or amounts) as shall be necessary to compensate such the Lender or the Issuing Bank its holding company as specified in paragraph (a) or (b) above, as the case may be, shall be delivered to Holdings the Borrower and such amount or amounts may be reviewed by the Borrower. Unless the Borrower disagrees in good faith with the computation of the amount or amounts in such certificate, the Borrower shall be conclusive absent manifest error. Holdings shall (or shall cause pay to the responsible Lender, within 10 Business Days after receipt by the Borrower to) pay each Lender or of such certificate delivered by the Issuing Bank Lender, the amount shown as due on any such certificate delivered by it within 10 days certificate. If the Borrower, after the receipt of any such certificate from the same.
(d) Except as provided below in this Lender, disagrees with the Lender on the computation of the amount or amounts owed to the Lender pursuant to paragraph (d)a) or (b) above, failure on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's or the Issuing Bank's right to demand compensation with respect to such period or any other period. The protection of this Section shall be available to each Lender and the Issuing Bank regardless Borrower shall negotiate in good faith to promptly resolve such disagreement. In either case, however, the Lender shall have a duty to mitigate the damages that may arise as a consequence of any possible contention paragraph (a) or (b) above to the extent that such mitigation will not, in the judgment of the invalidity Lender, entail any cost or inapplicability of disadvantage to the law, rule, regulation, guideline Lender that the Lender is not reimbursed or other change or condition which shall have occurred or been imposed. Neither compensated for by the Issuing Bank nor any Lender shall be entitled to compensation under this Section 2.13 for any costs incurred or reductions suffered with respect to any date unless it shall have notified Holdings that it will demand compensation for such costs or reductions not more than 90 days after the later of (i) such date and (ii) the date on which it shall have become aware of such costs or reductionsBorrower.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Facility Agreement (Agere Systems Inc)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if If after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency Loan made by such Lender or any Letter of Credit or participation therein, or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income or capital stock of such Lender by the jurisdiction in which such Lender has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Lender (or any lending office of such Lender) or the Issuing Bank, or shall impose on such Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement or any Eurocurrency Loan made by such Lender or any Letter of Credit or participation thereinAgreement, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurocurrency Loan or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender to be material, then Holdings shall (the Lender will promptly notify Borrower of such change, interpretation or shall cause the Borrowers to) administration and Borrower will pay to such Lender or the Issuing Bank upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank for such additional costs incurred or reduction suffered.
(b) . If any Lender or the Issuing Bank shall have determined that any change after the date hereof in the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basel Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change after the date hereof in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or any Lender's or the Issuing Bank's holding company with any request or directive given after the date hereof regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's capital or on the capital of such Lender's or the Issuing Bank's holding company, if any, as a consequence of this Agreement or the Loans or Letters of Credit or participations therein made by such Lender or the Issuing Bank pursuant hereto to a level below that which such Lender or Lender, the Issuing Bank or such Lender's or the Issuing Bank's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's and the Issuing Bank's policies and the policies of such Lender's and the Issuing Bank's holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time Holdings the Borrower shall (or shall cause the responsible Borrower to) pay to such Lender or the Issuing Bank such additional amount or amounts as will compensate such Lender or Lender, the Issuing Bank or such Lender's or the Issuing Bank's holding company for any such reduction suffered.
(c) . A certificate of a Lender or the Issuing Bank setting forth such amount or amounts as shall be necessary to compensate such Lender or the Issuing Bank as specified above (and, in paragraph (a) or (b) abovereasonable detail, the method by which such amounts have been determined), as the case may be, shall be delivered to Holdings the Borrower and shall be conclusive absent manifest error. Holdings The Borrower shall (or shall cause the responsible Borrower to) pay each Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 ten (10) days after the receipt of the same.
(d) Except as provided below in this paragraph (d), failure on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's or the Issuing Bank's right to demand compensation with respect to such period or any other period. The protection of this Section shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed. Neither the Issuing Bank nor any Lender shall be entitled to compensation under this Section 2.13 for any costs incurred or reductions suffered with respect to any date unless it shall have notified Holdings that it will demand compensation for such costs or reductions not more than 90 days after the later of (i) such date and (ii) the date on which it shall have become aware of such costs or reductions.
Appears in 1 contract
Sources: Secured Line of Credit Loan Agreement (Surgilight Inc)
Reserve Requirements; Change in Circumstances. (ai) Notwithstanding any other provision herein, if after the date of this Agreement any change Change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof Law shall (whether or not having the force of lawi) shall change the basis of taxation of payments to any Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency Loan or Fixed Rate Loan made by such Lender or any Letter of Credit or participation therein, or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income or capital stock of such Lender by the jurisdiction in which such Lender has its principal office or by any political subdivision or taxing authority therein), or shall (ii) subject any Lender to any Taxes on its loans, loan principal, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, or (iii) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Lender (or any lending office of such Lender) or the Issuing Bank), or shall (iv) impose on such Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement or any Eurocurrency Loan or Fixed Rate Loan made by such Lender or any Letter of Credit or participation thereinLender, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurocurrency Loan or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit Fixed Rate Loan or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender to be material, then Holdings the Company shall (or shall cause the Borrowers to) pay to such Lender or the Issuing Bank upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank for such additional costs incurred or reduction suffered.
(b) If any Lender or the Issuing Bank shall have determined , provided that any change after the date hereof in the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basel Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or any Lender's or the Issuing Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's capital or on the capital of such Lender's or the Issuing Bank's holding company, if any, as a consequence of this Agreement or the Loans or Letters of Credit or participations therein made by such Lender or the Issuing Bank pursuant hereto to a level below that which such Lender, the Issuing Bank or such Lender's or the Issuing Bank's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's and the Issuing Bank's policies and the policies of such Lender's and the Issuing Bank's holding company payment with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time Holdings taxes shall (or shall cause the responsible Borrower to) pay to such Lender or the Issuing Bank such additional amount or amounts as will compensate such Lender, the Issuing Bank or such Lender's or the Issuing Bank's holding company for not include any such reduction suffered.
(c) A certificate of a Lender or the Issuing Bank setting forth such amount or amounts as shall be necessary to compensate such Lender or the Issuing Bank as specified in paragraph (a) or (b) above, as the case may be, shall be delivered to Holdings Excluded Taxes and shall be conclusive absent manifest errorwithout duplication of payments made under Section 2.19. Holdings shall (or shall cause Notwithstanding the responsible Borrower to) pay each Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after the receipt of the same.
(d) Except as provided below in this paragraph (d)foregoing, failure on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's or the Issuing Bank's right to demand compensation with respect to such period or any other period. The protection of this Section shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed. Neither the Issuing Bank nor any no Lender shall be entitled to request compensation under this Section 2.13 for any costs incurred or reductions suffered paragraph with respect to any date unless Competitive Loan if it shall have notified Holdings that it will demand compensation for been aware of the change giving rise to such costs or reductions not more than 90 days after request at the later time of (i) submission of the Competitive Bid pursuant to which such date and (ii) the date on which it Competitive Loan shall have become aware of such costs or reductionsbeen made.
Appears in 1 contract
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, except as provided in Section 2.19, if after the date of this Agreement any change Change in applicable law or regulation or Law shall result in the interpretation imposition, modification or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force applicability of law) shall change the basis of taxation of payments to any Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency Loan made by such Lender or any Letter of Credit or participation therein, or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income or capital stock of such Lender by the jurisdiction in which such Lender has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Lender (or any lending office of such Lender) or the Issuing Bank, or shall impose result in the imposition on such any Lender or the Issuing Bank or the London interbank market or any other market in which the funding operations of any Lender shall be conducted of any other condition affecting this Agreement Agreement, such Lender's Commitment or any Eurocurrency Loan, Fixed Rate Loan or Alternate Currency Loan made by such Lender or any Letter of Credit or participation thereinLender, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurocurrency Loan, Fixed Rate Loan or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit Alternate Currency Loan or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender to be material, then Holdings shall (or shall cause the Borrowers to) agree jointly and severally to pay to such Lender or the Issuing Bank upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank for such additional costs incurred or reduction sufferedreduction. Notwithstanding the foregoing, no Lender shall be entitled to request compensation under this paragraph with respect to any Competitive Loan if the Change in Law giving rise to such request was known by such Lender to be applicable to it at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made.
(b) If any Lender or the Issuing Bank shall have determined that any change after the date hereof a Change in the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basel Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or any Lender's or the Issuing Bank's holding company with any request or directive Law regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's capital or on the capital of such Lender's or the Issuing Bank's holding company, if any, as a consequence of this Agreement Agreement, such Lender's Commitment or the Loans or Letters of Credit or participations therein made by such Lender or the Issuing Bank pursuant hereto to a level below that which such Lender, the Issuing Bank Lender or such Lender's or the Issuing Bank's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's and the Issuing Bank's policies and the policies of such Lender's and the Issuing Bank's holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material, then the Borrowers agree jointly and severally to pay to such Lender from time to time Holdings shall (or shall cause the responsible Borrower to) pay to such Lender or the Issuing Bank such additional amount or amounts as will compensate such Lender, the Issuing Bank or Lender for such Lender's or the Issuing Bank's holding company for any such reduction sufferedreduction.
(c) A certificate of a each Lender or the Issuing Bank setting forth such amount or amounts as shall be necessary to compensate such Lender or the Issuing Bank its holding company as specified in paragraph (a) or (b) above, as the case may be, and setting forth and explaining in reasonable detail the manner in which such amount or amounts shall have been determined, shall be delivered to Holdings Anixter with a copy to the Administrative Agent and shall be conclusive absent manifest error. Holdings The Borrowers shall (or shall cause the responsible Borrower to) pay each Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after the its receipt of the same.
(d) Except as provided below in this paragraph (d), failure Failure or delay on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's or the Issuing Bank's right to demand such compensation with respect to such period or any other period. The protection of this Section shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed. Neither the Issuing Bank nor any except that no Lender shall be entitled to any compensation under this Section 2.13 for any costs incurred or reductions reduction suffered with respect to any date unless it such Lender shall have notified Holdings Anixter that it will demand compensation for such costs or reductions under paragraph (c) above not more than 90 days after the later of (i) such date and (ii) the date on which it such Lender shall have become aware of such costs or reductions. The protection of this Section shall be available to each Lender regardless of any possible contention of the invalidity or inapplicability of any law, rule, regulation or guideline or any Change in Law.
Appears in 1 contract
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement any change Change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof Law shall:
(whether or not having the force of lawi) shall change the basis of taxation of payments to any Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency Loan made by such Lender or any Letter of Credit or participation therein, or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income or capital stock of such Lender by the jurisdiction in which such Lender has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of of, or credit extended by such by, any Lender (or any lending office of Agent (except any such Lenderreserve requirement which is reflected in the Adjusted LIBO Rate) or the Issuing Bank, or shall or
(ii) (impose on such any Lender or the Issuing Bank any Agent or the London interbank market any other condition affecting this Agreement or any Eurocurrency Loan Eurodollar Loans made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurocurrency Eurodollar Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such any Lender or the Issuing Bank any Agent of participating in, issuing or maintaining any Letter of Credit or Letter of Credit Guaranty or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or such Agent to be material, then Holdings shall (or shall cause the Borrowers to) will pay to such Lender or such Agent, as the Issuing Bank case may be, upon demand such additional amount or amounts as will compensate such Lender Lender, such Agent or the Issuing Bank Bank, as the case may be, for such additional costs incurred or reduction suffered.
(b) If any Lender or the Issuing Bank any Agent shall have determined that any change after the date hereof Change in the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basel Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or any Lender's or the Issuing Bank's holding company with any request or directive Law regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's or the Issuing Banksuch Agent's capital or on the capital of such Lender's or the Issuing Banksuch Agent's holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit or participations therein made by purchased by, such Lender or the Issuing Bank pursuant hereto to a level below that which such Lender, the Issuing Bank any Agent or such Lender's or the Issuing Banksuch Agent's holding company could have achieved but for such applicability, adoption, change or compliance Change in Law (taking into consideration such Lender's and the Issuing Bankor such Agent's policies and the policies of such Lender's and the Issuing Bankor such Agent's holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank such Agent to be material, then from time to time Holdings the Borrowers shall (or shall cause the responsible Borrower to) pay to such Lender or such Agent, as the Issuing Bank case may be, such additional amount or amounts as will compensate such Lender, the Issuing Bank Lender or such Agent or such Lender's or the Issuing Banksuch Agent's holding company for any such reduction suffered.
(c) A certificate of a Lender or the Issuing Bank any Agent setting forth such the amount or amounts as shall be necessary to compensate such Lender or the Issuing Bank such Agent or its holding company, as applicable, as specified in paragraph (a) or (b) above, as the case may be, of this Section 2.14 shall be delivered to Holdings the Borrowers and shall be conclusive absent manifest error. Holdings The Borrowers shall (or shall cause the responsible Borrower to) pay each such Lender or such Agent, as the Issuing Bank case may be, the amount or amounts shown as due on any such certificate delivered by it within 10 days after the its receipt of the same.
(d) Except as provided below in this paragraph (d), failure Failure or delay on the part of any Lender or the Issuing Bank any Agent to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect pursuant to any period this Section shall not constitute a waiver of such Lender's or the Issuing Banksuch Agent's right to demand compensation such compensation; provided that the Borrowers shall not be under any obligation to compensate any Lender or any Agent under paragraph (a) or (b) above for increased costs or reductions with respect to any period prior to the date that is 180 days prior to such period request if such Lender or such Agent knew or could reasonably have been expected to know of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any other increased costs or reductions arising out of the retroactive application of any Change in Law within such 180-day period. The protection of this Section shall be available to each Lender and the Issuing Bank each Agent regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which Change in Law that shall have occurred or been imposed. Neither the Issuing Bank nor any Lender shall be entitled to compensation under this Section 2.13 for any costs incurred or reductions suffered with respect to any date unless it shall have notified Holdings that it will demand compensation for such costs or reductions not more than 90 days after the later of (i) such date and (ii) the date on which it shall have become aware of such costs or reductions.
Appears in 1 contract
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date any Change in Law shall (i) subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any change in applicable law EurodollarSOFR Loan made by it, or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency EurodollarSOFR Loan made by such Lender or any Letter of Credit or participation therein, or any Fees or other amounts payable hereunder (other than (A) changes in respect of taxes imposed on the overall net income or capital stock of such Lender by the jurisdiction in which such Lender has its principal office or by any political subdivision or taxing authority thereintherein and (B) Taxes or Other Taxes, which shall be governed by Section 2.16), or shall ; (ii) impose, modify or deem applicable any reservereserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D), special deposit deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of of, or credit extended or participated in by such any Lender (except any reserve requirement reflected in the Eurodollar Rate hereunder); or any lending office of such Lender(iii) or the Issuing Bank, or shall impose on such any Lender or the Issuing Bank or the London interbank eurodollar market any other condition condition, cost or expense affecting this Agreement or any Eurocurrency Loan EurodollarSOFR Loans made by such Lender or any Letter of Credit or participation therein, Lender; and the result of any of the foregoing shall be to increase the cost to such Lender of making making, converting to, continuing or maintaining any Eurocurrency EurodollarSOFR Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender or the Issuing Bank of participating inLender, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by ), then, upon prompt request of such Lender to be materialLender, then Holdings shall (or shall cause the Borrowers to) such Borrower will pay to such Lender or the Issuing Bank upon demand as provided in Section 2.09(c) such additional amount or amounts as will compensate such Lender or the Issuing Bank for such additional costs incurred or reduction suffered.
(b) If any Lender or the Issuing Bank shall have determined determines that any change after the date hereof Change in the applicability Law affecting such Lender or any Lending Office of any lawsuch Lender or such Lender’s holding company, ruleif any, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basel Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or any Lender's or the Issuing Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agencyliquidity requirements, has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's ’s capital or on the capital of such Lender's or the Issuing Bank's ’s holding company, if any, as a consequence of this Agreement or Agreement, the Loans or Letters Commitments of Credit or participations therein made by such Lender or the Issuing Bank pursuant hereto Loans made by such Lender, to a level below that which such Lender, the Issuing Bank Lender or such Lender's or the Issuing Bank's ▇▇▇▇▇▇’s holding company could have achieved but for such applicability, adoption, change or compliance Change in Law (taking into consideration such Lender's and the Issuing Bank's ’s policies and the policies of such Lender's and the Issuing Bank's ▇▇▇▇▇▇’s holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be materialadequacy and liquidity), then from time to time Holdings time, each Borrower shall (or shall cause the responsible Borrower topay as provided in Section 2.09(c) pay to such Lender or the Issuing Bank such additional amount or amounts as will compensate such Lender, the Issuing Bank Lender or such Lender's or the Issuing Bank's ’s holding company for any such reduction suffered.
(c) A certificate of a Lender or the Issuing Bank setting forth such amount or amounts as shall be necessary to compensate such Lender or the Issuing Bank as specified in paragraph (a) or (b) above, as the case may be, shall be delivered to Holdings and shall be conclusive absent manifest error. Holdings shall (or shall cause the responsible Borrower to) pay each Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after the receipt of the same.
(d) Except as provided below in this paragraph (d), failure on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's or the Issuing Bank's right to demand compensation with respect to such period or any other period. The protection of this Section shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed. Neither the Issuing Bank nor any Lender shall be entitled to compensation under this Section 2.13 for any costs incurred or reductions suffered with respect to any date unless it shall have notified Holdings that it will demand compensation for such costs or reductions not more than 90 days after the later of (i) such date and (ii) the date on which it shall have become aware of such costs or reductions.
Appears in 1 contract
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement any change Change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof Law shall:
(whether or not having the force of lawi) shall change the basis of taxation of payments to any Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency Loan made by such Lender or any Letter of Credit or participation therein, or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income or capital stock of such Lender by the jurisdiction in which such Lender has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit deposit, liquidity or similar requirement against assets of, deposits with or for the account of or credit extended by such any Lender (except any such reserve requirement which is reflected in the Adjusted LIBO Rate);
(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 any lending office of such Lender) or the Issuing Bankother obligations, or shall its deposits, reserves, other liabilities or capital attributable thereto; or
(iii) impose on such Lender or the Issuing Bank or the London interbank market any other condition condition, cost or expense affecting this Agreement or any Eurocurrency Loan Eurodollar Loans made by such Lender or any Letter of Credit or participation therein, (other than with respect to Taxes); and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making making, converting to, continuing or maintaining any Eurocurrency Loan or to increase the cost to such Lender or the Issuing Bank of participating inEurodollar Loan, issuing or maintaining any Letter of Credit its obligation to make such a Loan or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender to be material), then Holdings shall (or shall cause the Borrowers to) Borrower will pay to such Lender or the Issuing Bank upon demand therefor, such additional amount or amounts as will compensate such Lender or the Issuing Bank for such additional costs incurred or reduction suffered.
(b) If any Lender or the Issuing Bank shall have determined that any change after the date hereof Change in the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basel Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or any Lender's or the Issuing Bank's holding company with any request or directive Law regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, liquidity requirements has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's ’s capital or on the capital of such Lender's or the Issuing Bank's ’s holding company, if any, as a consequence of this Agreement or the Loans or Letters of Credit or participations therein made by such Lender or the Issuing Bank pursuant hereto to a level below that which such Lender, the Issuing Bank Lender or such Lender's or the Issuing Bank's ’s holding company could have achieved but for such applicability, adoption, change or compliance Change in Law (taking into consideration such Lender's and the Issuing Bank's ’s policies and the policies of such Lender's and the Issuing Bank's ’s holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be materialadequacy and liquidity), then from time to time Holdings the Borrower shall (or shall cause the responsible Borrower to) pay to such Lender or the Issuing Bank such additional amount or amounts as will compensate such Lender, the Issuing Bank Lender or such Lender's or the Issuing Bank's ’s holding company for any such reduction suffered.
(c) A certificate of a Lender or the Issuing Bank setting forth such the amount or amounts as shall be necessary to compensate such Lender or the Issuing Bank its holding company, as applicable, as specified in paragraph (a) or (b) above, as the case may be, above shall be delivered to Holdings the Borrower and shall be conclusive absent manifest error. Holdings The Borrower shall (or shall cause the responsible Borrower to) pay each such Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after the its receipt of the same.
(d) Except as provided below in this paragraph (d), failure Failure or delay on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect pursuant to any period this Section shall not constitute a waiver of such Lender's or the Issuing Bank's ’s right to demand compensation such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender under paragraph (a) or (b) above with respect to increased costs or expenses incurred or reductions suffered more than 120 days prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs, expenses or reductions and of such Lender’s intention to claim compensation therefor; provided further that if the Change in Law giving rise to such increased costs, expenses or reductions is retroactive, then the 120-day period or any other periodreferred to above shall be extended to include the period of retroactive effect thereof. The protection of this Section shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which Change in Law that shall have occurred or been imposed. Neither the Issuing Bank nor any Lender shall be entitled to compensation under this Section 2.13 for any costs incurred or reductions suffered with respect to any date unless it shall have notified Holdings that it will demand compensation for such costs or reductions not more than 90 days after the later of (i) such date and (ii) the date on which it shall have become aware of such costs or reductions.
Appears in 1 contract
Sources: Credit Agreement (Diamond Resorts International, Inc.)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinherein other than Section 2.14(c) and with respect to Taxes (which shall be governed solely and exclusively by Section 2.18), if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency Loan made by such Lender or any Letter of Credit or participation therein, or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income or capital stock of such Lender by the jurisdiction in which such Lender has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such any Lender (or any lending office of such Lender) or the Issuing Bank, that makes a LIBOR Loan or shall impose on such Lender or the Issuing Bank or the London interbank market or other market in which Lenders ordinarily raise Dollars to fund Loans of the requested Type any other condition affecting this Agreement or any Eurocurrency Loan LIBOR Loans made by such Lender or any Letter of Credit or participation thereinLender, and the result of any of the foregoing shall be to increase the cost to such Lender of funding, making or maintaining any Eurocurrency LIBOR Loan or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) ), by an amount deemed reasonably determined by such Lender to be material, then Holdings shall the Borrower will pay (or shall cause the Borrowers toto be paid) pay to such Lender or the Issuing Bank upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank for such additional costs incurred or reduction suffered; provided, that such Lender shall be generally seeking, or intending generally to seek, comparable compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so) in similar circumstances.
(b) If any Lender reasonably determines that the introduction of any law regarding capital adequacy or the Issuing Bank shall have determined that liquidity or any change after the date hereof therein or in the applicability interpretation thereof, or compliance by such Lender therewith, has the effect of reducing the rate of return on the capital of such Lender or any Parent Company of such Lender by an amount reasonably determined by such Lender or such Parent Company as a consequence of such Lender’s obligations hereunder (taking into consideration such Lender’s policies and the policies of such Parent Company with respect to capital adequacy and/or liquidity and such Lender’s desired return on capital), then from time to time upon demand of such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall pay (or cause to be paid) to such Lender such additional amount or amounts as will compensate such Lender or such Parent Company for such reduction; provided, that (x) such Lender shall be generally seeking, or intending generally to seek, comparable compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so) with respect to such change in or in the interpretation in any law regarding capital requirements and (y) such additional amounts shall not be duplicative of any lawamounts to the extent otherwise paid by the Borrower under any other provision of this Agreement; provided, rulefurther that, regulation this Section 2.12 shall be deemed to apply to all requests, rules, guidelines or guideline adopted pursuant to directives concerning capital adequacy or arising out of liquidity issued in connection with the July 1988 report of ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lendersuccessor or similar authority) or any Lender's the United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or the Issuing Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's capital or on the capital of such Lender's or the Issuing Bank's holding company, if any, as a consequence of this Agreement or the Loans or Letters of Credit or participations therein made by such Lender or the Issuing Bank pursuant hereto to a level below that which such Lender, the Issuing Bank or such Lender's or the Issuing Bank's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's and the Issuing Bank's policies and the policies of such Lender's and the Issuing Bank's holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time Holdings shall (or shall cause the responsible Borrower to) pay to such Lender or the Issuing Bank such additional amount or amounts as will compensate such Lender, the Issuing Bank or such Lender's or the Issuing Bank's holding company for any such reduction sufferedimplemented.
(c) A certificate of a each Lender or the Issuing Bank setting forth such amount or amounts as shall be necessary to compensate such Lender or the Issuing Bank its Parent Company as specified in paragraph (a) or (b) above, as the case may be, together with a statement of reasons for such demand and showing the calculation for such amounts shall be delivered to Holdings the Borrower and shall be conclusive absent manifest error; provided, that such certificate states that such Lender is treating substantially all similarly situated borrowers in a manner that is consistent with the treatment afforded the Borrower hereunder. Holdings The Borrower shall (pay or shall cause the responsible Borrower to) pay to be paid to each Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 ten (10) days after the its receipt of the same.
(d) Except as provided below in this paragraph (d)paragraph, failure on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's or the Issuing Bank's ’s right to demand compensation with respect to such period or any other period. The protection of this Section 2.12 shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed. Neither the Issuing Bank nor any No Lender shall be entitled to compensation under this Section 2.13 2.12 for any costs incurred or reductions suffered with respect to any date unless it shall have notified Holdings the Borrower that it will demand compensation for such costs or reductions under paragraph (c) above not more than 90 60 days after the later of (i) such date and (ii) the date on which it shall have or reasonably should have become aware of such costs or reductions; provided that if the applicable change or introduction with respect to the relevant law or regulation giving rise to such costs or reductions is retroactive, then the 60 day period referred to above shall be extended to include the period of retroactive effect thereof. In the event the Borrower shall reimburse any Lender pursuant to this Section 2.12 for any cost and the Lender shall subsequently receive a refund in respect thereof, the Lender shall so notify the Borrower and shall pay to the Borrower the portion of such refund which it shall determine in good faith to be allocable to the cost so reimbursed.
Appears in 1 contract
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change result in the basis imposition, modification or applicability of taxation of payments to any Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency Loan made by such Lender or any Letter of Credit or participation therein, or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income or capital stock of such Lender by the jurisdiction in which such Lender has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Lender (or any lending office of such Lender) or the Issuing Bank, or shall impose result in the imposition on such Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement Agreement, such Lender's Commitment or any Eurocurrency Eurodollar Loan, or Fixed Rate Loan made by such Lender or any Letter of Credit or participation thereinLender, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurocurrency Eurodollar Loan or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit Fixed Rate Loan or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender to be material, then Holdings shall (or shall cause the Borrowers to) Borrower will pay to such Lender or the Issuing Bank upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank for such additional costs incurred or reduction suffered. Notwithstanding the foregoing, no Lender shall be entitled to request compensation under this paragraph with respect to any Competitive Loan if the change giving rise to such request was applicable to such Lender at the time of submission of the Competitive Bid pursuant to which such Competitive Loan shall have been made.
(b) If any Lender or the Issuing Bank shall have determined that any change after the date hereof in the applicability of any law, rule, regulation or guideline adopted after the date hereof pursuant to or arising out of the July 1988 report of the Basel Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", ," or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or any Lender's or the Issuing Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's capital or on the capital of such Lender's or the Issuing Bank's holding company, if any, as a consequence of this Agreement Agreement, such Lender's Commitment or the Loans or Letters of Credit or participations therein made by such Lender or the Issuing Bank pursuant hereto to a level below that which such Lender, the Issuing Bank Lender or such Lender's or the Issuing Bank's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's and the Issuing Bank's policies and the policies of such Lender's and the Issuing Bank's holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time Holdings the Borrower shall (or shall cause the responsible Borrower to) pay to such Lender or the Issuing Bank such additional amount or amounts as will compensate such Lender, the Issuing Bank Lender or such Lender's or the Issuing Bank's holding company for any such reduction suffered.
(c) A certificate of a the Lender or the Issuing Bank setting forth such amount or amounts 0amounts (including computation of such amount or amounts) as shall be necessary to compensate such the Lender or the Issuing Bank its holding company as specified in paragraph (a) or (b) above, as the case may be, shall be delivered to Holdings the Borrower and such amount or amounts may be reviewed by the Borrower. Unless the Borrower disagrees in good faith with the computation of the amount or amounts in such certificate, the Borrower shall be conclusive absent manifest error. Holdings shall (or shall cause pay to the responsible Lender, within 10 Business Days after receipt by the Borrower to) pay each Lender or of such certificate delivered by the Issuing Bank Lender, the amount shown as due on any such certificate delivered by it within 10 days certificate. If the Borrower, after the receipt of any such certificate from the sameLender, disagrees with the Lender on the computation of the amount or amounts owed to the Lender pursuant to paragraph (a) or (b) above, the Lender and the Borrower shall negotiate in good faith to promptly resolve such disagreement. In either case, however, the Lender shall have a duty to mitigate the damages that may arise as a consequence of paragraph (a) or (b) above to the extent that such mitigation will not, in the judgment of the Lender, entail any cost or disadvantage to the Lender that the Lender is not reimbursed or compensated for by the Borrower.
(d) Except as provided below in this paragraph (d), failure Failure on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's or the Issuing Bank's right to demand compensation with respect to such period or any other period; provided that if any Lender fails to make such demand within 45 days after it obtains knowledge of the event giving rise to the demand such Lender shall, with respect to amounts payable pursuant to this Section 2.13 resulting from such event, only be entitled to payment under this Section 2.13 for such costs incurred or reduction in amounts or return on capital from and after the date 45 days prior to the date that such Lender does make such demand. The protection of this Section shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed. Neither the Issuing Bank nor any Lender shall be entitled to compensation under this Section 2.13 for any costs incurred or reductions suffered with respect to any date unless it shall have notified Holdings that it will demand compensation for such costs or reductions not more than 90 days after the later of (i) such date and (ii) the date on which it shall have become aware of such costs or reductions.
Appears in 1 contract
Sources: 364 Day Competitive Advance and Revolving Credit Facility Agreement (Avaya Inc)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency Eurodollar Loan or Fixed Rate Loan made by such Lender or any Letter of Credit or participation therein, or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income or capital stock of such Lender by the jurisdiction in which such Lender has its principal or applicable lending office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Lender (or except any lending office of such Lender) or reserve requirement which is reflected in the Issuing BankAdjusted LIBO Rate), or shall impose on such Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement or any Eurocurrency Eurodollar Loan or Fixed Rate Loan made by such Lender or any Letter of Credit or participation thereinLender, and the result of any of the foregoing shall be to increase the direct cost to such Lender of making or maintaining any Eurocurrency Eurodollar Loan or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit Fixed Rate Loan or to reduce the amount of any sum received or receivable by such Lender hereunder or (whether of principal, interest or otherwise) by an amount reasonably deemed by such Lender to be material, then Holdings shall (or shall cause the Borrowers to) Borrower will pay to such Lender or the Issuing Bank upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank for such additional costs incurred or reduction suffered.
(b) If any Lender or . Notwithstanding the Issuing Bank shall have determined that any change after the date hereof in the applicability of any lawforegoing, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basel Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or any Lender's or the Issuing Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's capital or on the capital of such Lender's or the Issuing Bank's holding company, if any, as a consequence of this Agreement or the Loans or Letters of Credit or participations therein made by such Lender or the Issuing Bank pursuant hereto to a level below that which such Lender, the Issuing Bank or such Lender's or the Issuing Bank's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's and the Issuing Bank's policies and the policies of such Lender's and the Issuing Bank's holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time Holdings shall (or shall cause the responsible Borrower to) pay to such Lender or the Issuing Bank such additional amount or amounts as will compensate such Lender, the Issuing Bank or such Lender's or the Issuing Bank's holding company for any such reduction suffered.
(c) A certificate of a Lender or the Issuing Bank setting forth such amount or amounts as shall be necessary to compensate such Lender or the Issuing Bank as specified in paragraph (a) or (b) above, as the case may be, shall be delivered to Holdings and shall be conclusive absent manifest error. Holdings shall (or shall cause the responsible Borrower to) pay each Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after the receipt of the same.
(d) Except as provided below in this paragraph (d), failure on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's or the Issuing Bank's right to demand compensation with respect to such period or any other period. The protection of this Section shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed. Neither the Issuing Bank nor any no Lender shall be entitled to request compensation under this Section 2.13 for any costs incurred or reductions suffered paragraph with respect to any date unless Competitive Loan if it shall have notified Holdings that it will demand compensation for been aware of the change giving rise to such costs or reductions not more than 90 days after request at the later time of (i) submission of the Competitive Bid pursuant to which such date and (ii) the date on which it Competitive Loan shall have become aware of such costs or reductionsbeen made.
Appears in 1 contract
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement any change Change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof Law shall:
(whether or not having the force of lawi) shall change the basis of taxation of payments to any Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency Loan made by such Lender or any Letter of Credit or participation therein, or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income or capital stock of such Lender by the jurisdiction in which such Lender has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of of, or credit extended by such Lender (or by, any lending office of such Lender) , the Administrative Agent or the Issuing Bank, or shall Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate) or
(ii) impose on such Lender any Lender, the Administrative Agent or the Issuing Bank or the London interbank market any other condition affecting this Agreement or any Eurocurrency Loan Eurodollar Loans made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender or the Issuing Bank of making or maintaining any Eurocurrency Eurodollar Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender any Lender, the Administrative Agent or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender Lender, the Administrative Agent or the Issuing Bank to be material, then Holdings shall (or shall cause the Borrowers to) Borrower will pay to such Lender Lender, the Administrative Agent or the Issuing Bank Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank Bank, as the case may be, for such additional costs incurred or reduction suffered; provided, that such amount shall be determined in a manner consistent with the amount that such Lender or the Issuing Bank, as the case may be, would generally apply with respect to other similarly situated borrowers and shall not be duplicative of any amounts paid by Borrower under any other provision of this Agreement; and provided further that costs to which this Section 2.14 applies shall not include Excluded Taxes or costs relating to Indemnified Taxes or Other Taxes that are governed by Section 2.20.
(b) If any Lender Lender, the Administrative Agent or the Issuing Bank shall have determined that any change after the date hereof Change in the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basel Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or any Lender's or the Issuing Bank's holding company with any request or directive Law regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's ’s, the Administrative Agent’s or the Issuing Bank's ’s capital or on the capital of such Lender's ’s, the Administrative Agent’s or the Issuing Bank's ’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit or participations therein made by purchased by, such Lender or the Letters of Credit issued by the Issuing Bank pursuant hereto to a level below that which such Lender, the Administrative Agent or the Issuing Bank or such Lender's ’s, the Administrative Agent’s or the Issuing Bank's ’s holding company could have achieved but for such applicability, adoption, change or compliance Change in Law (taking into consideration such Lender's and ’s, the Administrative Agent’s or the Issuing Bank's ’s policies and the policies of such Lender's and ’s, the Administrative Agent’s or the Issuing Bank's ’s holding company with respect to capital adequacy) by an amount deemed by such Lender Lender, the Administrative Agent or the Issuing Bank to be material, then from time to time Holdings the Borrower shall (or shall cause the responsible Borrower to) pay to such Lender Lender, the Administrative Agent or the Issuing Bank Bank, as the case may be, such additional amount or amounts as will compensate such Lender, the Administrative Agent or the Issuing Bank or such Lender's ’s, the Administrative Agent’s or the Issuing Bank's ’s holding company for any such reduction suffered; provided, that such amount shall be determined in a manner consistent with the amount that such Lender or the Issuing Bank, as the case may be, would generally apply with respect to other similarly situated borrowers and shall not be duplicative of any amounts paid by Borrower under any other provision of this Agreement.
(c) A certificate of a Lender Lender, the Administrative Agent or the Issuing Bank setting forth such the amount or amounts as shall be necessary to compensate such Lender Lender, the Administrative Agent or the Issuing Bank or its holding company, as applicable, as specified in paragraph (a) or (b) above, as the case may be, of this Section shall be delivered to Holdings the Borrower and shall be conclusive absent manifest error. Holdings The Borrower shall (or shall cause pay such Lender, the responsible Borrower to) pay each Lender Administrative Agent or the Issuing Bank Bank, as the case may be, the amount or amounts shown as due on any such certificate delivered by it within 10 days after the its receipt of the same.
(d) Except as provided below in this paragraph (d), failure Failure or delay on the part of any Lender Lender, the Administrative Agent or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect pursuant to any period this Section shall not constitute a waiver of such Lender's ’s, the Administrative Agent’s or the Issuing Bank's ’s right to demand compensation such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender, the Administrative Agent or the Issuing Bank under paragraph (a) or (b) above for increased costs or reductions with respect to any period prior to the date that is 270 days prior to such period request if such Lender, the Administrative Agent or the Issuing Bank knew or could reasonably have been expected to know of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any other increased costs or reductions arising out of the retroactive application of any Change in Law within such 270-day period. The protection of this Section shall be available to each Lender Lender, the Administrative Agent and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which Change in Law that shall have occurred or been imposed. Neither the Issuing Bank nor any Lender shall be entitled to compensation under this Section 2.13 for any costs incurred or reductions suffered with respect to any date unless it shall have notified Holdings that it will demand compensation for such costs or reductions not more than 90 days after the later of (i) such date and (ii) the date on which it shall have become aware of such costs or reductions.
Appears in 1 contract
Sources: Credit Agreement (Blackboard Inc)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement any change Change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof Law shall (whether or not having the force of lawi) shall change the basis of taxation of payments to any Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency Loan made by such Lender or any Letter of Credit or participation therein, or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income or capital stock of such Lender by the jurisdiction in which such Lender has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit 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 such any Lender (except any such reserve requirement which is reflected in the Adjusted LIBO Rate); (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, commitments or any lending office of such Lender) or the Issuing Bankother obligations, or shall its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on such any Lender or the Issuing Bank or the London interbank market any other condition condition, cost or expense (other than Taxes) affecting this Agreement or any Eurocurrency Loan Eurodollar Loans made by such Lender or any Letter of Credit or participation thereinLender, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurocurrency Eurodollar Loan or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender to be material, then Holdings shall (or shall cause the Borrowers to) Borrower will pay to such Lender or the Issuing Bank upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank for such additional costs incurred or reduction suffered.. ||| 4134-8371-6675.14134-8371-6675
(ba) If any Lender or the Issuing Bank shall have determined that any change after the date hereof Change in the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basel Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Law affecting such Lender (or any lending office of such Lender) Lender or any Lender's or the Issuing Bank's such Person’s holding company with any request or directive company, if any, regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, liquidity requirements has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's ’s capital or on the capital of such Lender's or the Issuing Bank's ’s holding company, if any, as a consequence of this Agreement or the Loans or Letters of Credit or participations therein made by such Lender or the Issuing Bank pursuant hereto to a level below that which such Lender, the Issuing Bank Lender or such Lender's or the Issuing Bank's ’s holding company could have achieved but for such applicability, adoption, change or compliance Change in Law (taking into consideration such Lender's and the Issuing Bank's ▇▇▇▇▇▇’s policies and the policies of such Lender's and the Issuing Bank's ▇▇▇▇▇▇’s holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time Holdings the Borrower shall (or shall cause the responsible Borrower to) pay to such Lender or the Issuing Bank such additional amount or amounts as will compensate such Lender, the Issuing Bank Lender or such Lender's or the Issuing Bank's ▇▇▇▇▇▇’s holding company for any such reduction suffered.
(cb) A certificate of a Lender or the Issuing Bank setting forth such the amount or amounts as shall be necessary to compensate such Lender or the Issuing Bank its holding company, as applicable, as specified in paragraph clause (a) or (b) above, as the case may be, above shall be delivered to Holdings the Borrower and shall be conclusive absent manifest error. Holdings The Borrower shall (or shall cause the responsible Borrower to) pay each such Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 ten days after the its receipt of the same.
(dc) Except as provided below in this paragraph (d), failure Failure or delay on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect pursuant to any period this Section shall not constitute a waiver of such Lender's or the Issuing Bank's ’s right to demand compensation such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender under clause (a) or (b) above with respect to increased costs or reductions with respect to any period prior to the date that is 120 days prior to such period request if such Lender knew or could reasonably have been expected to know of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such increased costs or reductions; provided, further, that the foregoing limitation shall not apply to any other increased costs or reductions arising out of the retroactive application of any Change in Law within such 120-day period. The protection of this Section shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which Change in Law that shall have occurred or been imposed. Neither the Issuing Bank nor any Lender shall be entitled to compensation under this Section 2.13 for any costs incurred or reductions suffered with respect to any date unless it shall have notified Holdings that it will demand compensation for such costs or reductions not more than 90 days after the later of (i) such date and (ii) the date on which it shall have become aware of such costs or reductions.
Appears in 1 contract
Sources: Credit Agreement (Boxed, Inc.)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement there is adopted any new Law or any change in applicable law or regulation Law or in the interpretation interpretation, promulgation, implementation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency Loan made by such Lender or any Letter of Credit or participation therein, or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income or capital stock of such Lender by the jurisdiction in which such Lender has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special special-deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such any Lender (or any lending office of such Lender) or the Issuing Bank, or shall impose on such any Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement or any Eurocurrency Loan made by such Lender or any Letter of Credit or participation thereinTerm SOFR Loan, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurocurrency Term SOFR Loan or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender hereunder or under any Notes (whether of principal, interest or otherwise) by an amount deemed by such Lender to be material, then Holdings shall (or shall cause the Borrowers to) Borrower will pay to such Lender or the Issuing Bank upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank for such additional costs incurred or reduction suffered.
(b) If any Lender or the Issuing Bank shall have determined that the applicability of any change Law adopted after the date hereof regarding capital adequacy or liquidity requirements, or any change in the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basel Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", foregoing or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of Law existing on the foregoing date hereof or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lenderthereof) or any Lender's or the Issuing Bank's ’s holding company with any request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's ’s capital or on the capital of such Lender's or the Issuing Bank's ’s holding company, if any, as a consequence of with respect to this Agreement or the Loans or Letters of Credit or participations therein made by such Lender or the Issuing Bank pursuant hereto any Loan to a level below that which such Lender, the Issuing Bank Lender or such Lender's or the Issuing Bank's ’s holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's and the Issuing Bank's ’s policies and the policies of such Lender's and the Issuing Bank's ▇▇▇▇▇▇’s holding company with respect to capital adequacyadequacy or liquidity) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time Holdings the Borrower shall (or shall cause the responsible Borrower to) pay to such Lender or the Issuing Bank such additional amount or amounts as will compensate such Lender, the Issuing Bank Lender or such Lender's or the Issuing Bank's ’s holding company for any such reduction suffered. It is acknowledged that this Agreement is being entered into by the Lenders on the understanding that the Lenders will not be required to maintain capital against their obligations to make Loans under currently Laws, regulations and regulatory guidelines. In the event that any Lender shall be advised by any Governmental Authority, or shall otherwise determine on the basis of pronouncements of any Governmental Authority, that such understanding is incorrect, it is agreed that each such Lender will be entitled to make claims under this paragraph based upon market requirements prevailing on the date hereof for commitments under comparable credit facilities against which capital is required to be maintained.
(c) A certificate of a Lender or the Issuing Bank setting forth in reasonable detail such amount or amounts as shall be necessary to compensate such Lender or the Issuing Bank such Lender’s holding company as specified in paragraph (a) or (b) above, as the case may be, and the manner in which such Lender has determined the same, shall be delivered to Holdings the Borrower and shall be conclusive absent manifest error. Holdings The Borrower shall (or shall cause the responsible Borrower to) pay each such Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after the its receipt of the same, or such later date as such Lender may agree in writing (in its sole discretion).
(d) Except as provided below in this paragraph (d), failure Failure on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's or the Issuing Bank's ’s right to demand compensation with respect to such period or any other period. The protection of this Section shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline Law or other change or condition which shall have occurred or been imposed. Neither .
(e) For purposes of this Agreement, notwithstanding anything in this Agreement to the Issuing Bank nor any Lender shall be entitled contrary, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all rules, regulations, interpretations, agreements, guidelines, directives and requests in connection therewith are deemed to compensation under this Section 2.13 for any costs incurred or reductions suffered with respect have been adopted, and to any date unless it shall have notified Holdings that it will demand compensation for such costs or reductions not more than 90 days gone into effect, after the later date of (i) such date and (ii) this Agreement, regardless of the date on which it shall have become aware of such costs the same were actually adopted or reductionswent into effect.
Appears in 1 contract
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement any change Change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof Law shall:
(whether or not having the force of lawi) shall change the basis of taxation of payments to any Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency Loan made by such Lender or any Letter of Credit or participation therein, or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income or capital stock of such Lender by the jurisdiction in which such Lender has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of of, or credit extended by such Lender (or by, any lending office of such Lender) or the Issuing Bank, or shall impose on such Lender or the Issuing Bank Administrative Agent (except any such reserve requirement which is reflected in the Adjusted LIBO Rate) or
(ii) impose on any Lender or the Administrative Agent or the London interbank market any other condition affecting this Agreement or any Eurocurrency Loan Eurodollar Loans made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurocurrency Eurodollar Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such any Lender or the Issuing Bank Administrative Agent of participating in, issuing or maintaining any Letter of Credit or Letter of Credit Guaranty or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or the Administrative Agent to be material, then Holdings shall (or shall cause the Borrowers to) will pay to such Lender or the Issuing Bank Administrative Agent, as the case may be, upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank Bank, as the case may be, for such additional costs incurred or reduction suffered.
(b) If any Lender or the Issuing Bank Administrative Agent shall have determined that any change after the date hereof Change in the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basel Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or any Lender's or the Issuing Bank's holding company with any request or directive Law regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's or ’s, the Issuing Bank's Administrative Agent’s capital or on the capital of such Lender's or ’s, the Issuing Bank's Administrative Agent’s holding company, if any, as a consequence of this Agreement or the Loans made by, or Letters participations in Letter of Credit or participations therein made by Guaranties purchased by, such Lender or the Issuing Bank pursuant hereto Letter of Credit Guaranties issued by the Administrative Agent to a level below that which such Lender, the Issuing Bank Administrative Agent or such Lender's ’s or the Issuing Bank's Administrative Agent’s holding company could have achieved but for such applicability, adoption, change or compliance Change in Law (taking into consideration such Lender's and ’s or the Issuing Bank's Administrative Agent’s policies and the policies of such Lender's and ’s or the Issuing Bank's Administrative Agent’s holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank Administrative Agent to be material, then from time to time Holdings the Borrowers shall (or shall cause the responsible Borrower to) pay to such Lender or the Issuing Bank Administrative Agent, as the case may be, such additional amount or amounts as will compensate such Lender, Lender or the Issuing Bank Administrative Agent or such Lender's ’s or the Issuing Bank's Administrative Agent’s holding company for any such reduction suffered.
(c) A certificate of a Lender or the Issuing Bank Administrative Agent setting forth such the amount or amounts as shall be necessary to compensate such Lender or the Issuing Bank Administrative Agent or its holding company, as applicable, as specified in paragraph (a) or (b) above, as the case may be, of this Section 2.14 shall be delivered to Holdings the Borrowers and shall be conclusive absent manifest error. Holdings The Borrowers shall (or shall cause the responsible Borrower to) pay each such Lender or the Issuing Bank Administrative Agent, as the case may be, the amount or amounts shown as due on any such certificate delivered by it within 10 days after the its receipt of the same.
(d) Except as provided below in this paragraph (d), failure Failure or delay on the part of any Lender or the Issuing Bank Administrative Agent to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect pursuant to any period this Section shall not constitute a waiver of such Lender's ’s or the Issuing Bank's Administrative Agent’s right to demand compensation such compensation; provided that the Borrowers shall not be under any obligation to compensate any Lender or the Administrative Agent under paragraph (a) or (b) above for increased costs or reductions with respect to any period prior to the date that is 180 days prior to such period request if such Lender or the Administrative Agent knew or could reasonably have been expected to know of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any other increased costs or reductions arising out of the retroactive application of any Change in Law within such 180-day period. The protection of this Section shall be available to each Lender and the Issuing Bank Administrative Agent regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which Change in Law that shall have occurred or been imposed. Neither the Issuing Bank nor any Lender shall be entitled to compensation under this Section 2.13 for any costs incurred or reductions suffered with respect to any date unless it shall have notified Holdings that it will demand compensation for such costs or reductions not more than 90 days after the later of (i) such date and (ii) the date on which it shall have become aware of such costs or reductions.
Appears in 1 contract
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change Change in applicable law or regulation or Law shall result in the interpretation imposition, modification or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender (or any lending office applicability of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency Loan made by such Lender or any Letter of Credit or participation thereinreserve, or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income or capital stock of such Lender by the jurisdiction in which such Lender has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserveinsurance charge, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended or participated in by such Lender (or any lending office of such Lender) or the Issuing BankCredit Party, or shall impose result in the imposition on such Lender or the Issuing Bank any Credit Party or the London interbank market of any other condition affecting this Agreement Agreement, such Credit Party’s Commitment or any Eurocurrency Loan made by such Lender Credit Party or any Letter of Credit or participation thereintherein (including any Tax (other than (i) Indemnified Taxes, (ii) Taxes described in clauses (b) through (c) of the definition of Excluded Taxes and (iii) Connection Income Taxes) on or with respect to the Commitments, Loans, deposits or liabilities incurred to fund Loans, assets consisting of Loans (but not unrelated assets) or capital attributable to the foregoing), and the result of any of the foregoing shall be to increase the cost to such Lender Credit Party of making making, converting to, continuing or maintaining any Eurocurrency Loan or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit) or to reduce the amount of any sum received or receivable by such Lender Credit Party hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender Credit Party to be material, then Holdings shall (or shall cause the Borrowers to) pay to such Lender or the Issuing Bank upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank Credit Party for such additional costs incurred or reduction sufferedwill be paid by the Borrowers to such Credit Party upon demand. Notwithstanding the foregoing, no Credit Party shall be entitled to request compensation under this paragraph, (A) with respect to any Competitive Loan made by such Credit Party if the Change in Law giving rise to such request was applicable to such Credit Party at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made or issued, or (B) with respect to any Change in Law in respect of costs imposed on such Lender or Issuing Bank under the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or Basel III if it shall not be the general policy or practice of such Credit Party to seek compensation in similar circumstances under similar provisions in comparable credit facilities, as determined in good faith by such Credit Party.
(b) If any Lender or the Issuing Bank Credit Party shall have determined that any change after the date hereof Change in the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basel Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (Law affecting such Credit Party or any lending office of such Lender) Credit Party or any Lender's or the Issuing Bank's such Credit Party’s holding company with any request or directive company, if any, regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, liquidity has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's Credit Party’s capital or on the capital of such Lender's or the Issuing Bank's Credit Party’s holding company, if any, as a consequence of this Agreement Agreement, such Credit Party’s Commitment or the Loans made or Letters of Credit or participations therein made issued by such Lender or the Issuing Bank Credit Party pursuant hereto to a level below that which such Lender, the Issuing Bank Credit Party or such Lender's or the Issuing Bank's Credit Party’s holding company could have achieved but for such applicability, adoption, change or compliance Change in Law (taking into consideration such Lender's and the Issuing Bank's Credit Party’s policies and the policies of such Lender's and the Issuing Bank's Credit Party’s holding company with respect to capital adequacyadequacy or liquidity) by an amount deemed by such Lender or the Issuing Bank Credit Party to be material, then from time to time Holdings shall (or shall cause the responsible Borrower to) pay to such Lender or the Issuing Bank such additional amount or amounts as will compensate such Lender, the Issuing Bank or such Lender's or the Issuing Bank's holding company Credit Party for any such reduction sufferedwill be paid by the Borrowers to such Credit Party.
(c) A certificate of a Lender or the Issuing Bank any Credit Party setting forth such amount or amounts as shall be necessary to compensate such Lender Credit Party or the Issuing Bank its holding company as specified in paragraph (a) or (b) above, as the case may be, shall be delivered to Holdings the Company and shall be conclusive absent manifest error. Holdings The Borrowers shall (or shall cause the responsible Borrower to) pay each Lender or the Issuing Bank such Credit Party the amount shown as due on any such certificate delivered by it within 10 days after the its receipt of the same.
(d) Except as provided below in this paragraph (d), failure Failure on the part of any Lender or the Issuing Bank Credit Party to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's or the Issuing Bank's Credit Party’s right to demand compensation with respect to such period or any other period; provided that the Borrowers shall not be required to compensate any Credit Party pursuant to this Section for any increased costs or expenses incurred or reductions suffered more than 90 days prior to the date that such Credit Party notifies the Company of the Change in Law giving rise to such increased costs or expenses or reductions and of such Credit Party’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or expenses or reductions is retroactive, then the 90-day period referred to above shall be extended to include the period of retroactive effect thereof. The protection of this Section shall be available to each Lender and the Issuing Bank Credit Party regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition Change in Law which shall have occurred or been imposed. Neither the Issuing Bank nor any Lender shall be entitled to compensation under this Section 2.13 for any costs incurred or reductions suffered with respect to any date unless it shall have notified Holdings that it will demand compensation for such costs or reductions not more than 90 days after the later of (i) such date and (ii) the date on which it shall have become aware of such costs or reductions.
Appears in 1 contract
Sources: Credit Facility Agreement (ITT Corp)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any the Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency Loan made by such Lender or any Letter of Credit or participation therein, or any Fees fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income or capital stock of such Lender by the jurisdiction in which such Lender has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Lender (or any lending office of such Lender) or the Issuing Bank, or shall impose on such Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement or any Eurocurrency Loan made by such Lender or any Letter of Credit or participation thereinAgreement, and the result of any of the foregoing shall be to increase the cost to such the Lender of making or maintaining any Eurocurrency Loan or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit or Loans to reduce the amount of any sum received or receivable by such Lender hereunder or under the Note (whether of principal, interest or otherwise) by an amount deemed by such Lender to be material, then Holdings shall (or shall cause the Borrowers to) Borrower will pay to such Lender or the Issuing Bank upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank for such additional costs incurred or reduction suffered.
(b) If any Lender or the Issuing Bank shall have determined that any change after the date hereof in the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basel Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the The adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or any Lender's or the Issuing Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's capital or on the capital of such Lender's or the Issuing Bank's holding company, if any, as a consequence of this Agreement or the Loans or Letters of Credit or participations therein Loan made by such Lender or the Issuing Bank pursuant hereto to a level below that which such Lender or Lender, the Issuing Bank or such Lender's or the Issuing Bank's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's and the Issuing Bank's policies and the policies of such Lender's and the Issuing Bank's holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time Holdings the Borrower shall (or shall cause the responsible Borrower to) pay to such Lender or the Issuing Bank such additional amount or amounts as will compensate such Lender or Lender, the Issuing Bank or such Lender's or the Issuing Bank's holding company for any such reduction suffered.
(c) A certificate of a Lender or the Issuing Bank setting forth such amount or amounts as shall be necessary to compensate such Lender or the Issuing Bank its holding company as specified in paragraph (a) or (b) above, as the case may be, shall be delivered to Holdings the Borrower and shall be conclusive absent manifest error. Holdings The Borrower shall (or shall cause the responsible Borrower to) pay each Lender or the Issuing Bank the amount shown as due on an any such certificate delivered by it within 10 days after the its receipt of the same.
(d) Except as provided below in this paragraph (d), failure Failure on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's or the Issuing Bank's right to demand compensation with respect to such period or any other period. The protection of this Section shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed. Neither the Issuing Bank nor If any amounts are payable pursuant to this Section 2.10, Lender shall be entitled to compensation under this Section 2.13 for any costs incurred or reductions suffered with respect to any date unless it shall have notified Holdings that it will demand compensation for such costs or reductions not more than 90 days after the later of (i) such date and (ii) the date on which it shall have become aware of such costs or reductions.apply the
Appears in 1 contract
Sources: Credit Agreement (Birner Dental Management Services Inc)
Reserve Requirements; Change in Circumstances. (a) 0 Notwithstanding any other provision herein, if after the date of this Agreement any change Change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof Law shall (whether or not having the force of lawi) shall change the basis of taxation of payments to any Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency Loan or Fixed Rate Loan made by such Lender or any Letter of Credit or participation therein, or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income or capital stock of such Lender by the jurisdiction in which such Lender has its principal office or by any political subdivision or taxing authority therein), or shall (ii) subject any Lender to any Taxes on its loans, loan principal, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, or (iii) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Lender (or any lending office of such Lender) or the Issuing Bank), or shall (iv) impose on such Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement or any Eurocurrency Loan or Fixed Rate Loan made by such Lender or any Letter of Credit or participation thereinLender, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurocurrency Loan or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit Fixed Rate Loan or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender to be material, then Holdings the Company shall (or shall cause the Borrowers to) pay to such Lender or the Issuing Bank upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank for such additional costs incurred or reduction suffered.
(b) If any Lender or the Issuing Bank shall have determined , provided that any change after the date hereof in the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basel Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or any Lender's or the Issuing Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's capital or on the capital of such Lender's or the Issuing Bank's holding company, if any, as a consequence of this Agreement or the Loans or Letters of Credit or participations therein made by such Lender or the Issuing Bank pursuant hereto to a level below that which such Lender, the Issuing Bank or such Lender's or the Issuing Bank's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's and the Issuing Bank's policies and the policies of such Lender's and the Issuing Bank's holding company payment with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time Holdings taxes shall (or shall cause the responsible Borrower to) pay to such Lender or the Issuing Bank such additional amount or amounts as will compensate such Lender, the Issuing Bank or such Lender's or the Issuing Bank's holding company for not include any such reduction suffered.
(c) A certificate of a Lender or the Issuing Bank setting forth such amount or amounts as shall be necessary to compensate such Lender or the Issuing Bank as specified in paragraph (a) or (b) above, as the case may be, shall be delivered to Holdings Excluded Taxes and shall be conclusive absent manifest errorwithout duplication of payments made under Section 2.19. Holdings shall (or shall cause Notwithstanding the responsible Borrower to) pay each Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after the receipt of the same.
(d) Except as provided below in this paragraph (d)foregoing, failure on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's or the Issuing Bank's right to demand compensation with respect to such period or any other period. The protection of this Section shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed. Neither the Issuing Bank nor any no Lender shall be entitled to request compensation under this Section 2.13 for any costs incurred or reductions suffered paragraph with respect to any date unless Competitive Loan if it shall have notified Holdings that it will demand compensation for been aware of the change giving rise to such costs or reductions not more than 90 days after request at the later time of (i) submission of the Competitive Bid pursuant to which such date and (ii) the date on which it Competitive Loan shall have become aware of such costs or reductionsbeen made.
Appears in 1 contract
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement hereof any change in applicable law or regulation regulations or in the interpretation or administration thereof (including, without limitation, any request, guideline or policy not having the force of law) by any Governmental Authority charged with the administration or interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender (or any lending office of any Lender) or the Issuing Bank of the principal of or interest on any Eurocurrency Loan made by such Lender or any Letter of Credit or participation therein, or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income or capital stock of such Lender by the jurisdiction in occur which such Lender has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including a tax) against any assets ofheld by, deposits with or for the account of or credit extended by such Lender Bank (or including any lending office of such Lenderreserve requirement that may be applicable to "eurocurrency liabilities" under and as defined in Regulation D) or the Issuing Bank, or shall impose on upon such Lender or the Issuing Bank or the London interbank market any other condition affecting with respect to this Agreement or any Eurocurrency Loan the Eurodollar Loans or Fixed Rate Loans made by such Lender or any Letter of Credit or participation therein, Bank and the result of any of the foregoing shall be to increase the cost to such Lender Bank of making or maintaining any Eurocurrency Eurodollar Loan or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit Fixed Rate Loan hereunder or to reduce the amount of any sum received or receivable by such Lender hereunder payment (whether of principal, interest or otherwise) by an amount deemed by such Lender Bank to be material, then Holdings and in each such case the Company shall (or shall cause the Borrowers to) pay to such Lender or the Issuing Bank upon demand Bank, as provided in paragraph (c) below, such additional amount or amounts as will shall be necessary to compensate such Lender or the Issuing Bank for such additional cost, reduction or payment; provided, however, that the Company may, at its option and upon written notice to the Administrative Agent and the Banks, either (i) elect to convert such Loan of such Bank into an ABR Loan upon the payment by the Company of the increased costs described above incurred prior to such conversion and any amount owing in respect of Section 2.14 hereof, it being understood that (A) for purposes of Section 2.11, such ABR Loan shall be subject to prepayment only at such times and on such conditions as the Loan from which it was converted and (B) upon such increased costs being eliminated, or reduction sufferedreduced by an amount deemed sufficient by the Company, such ABR Loan will be converted into a Loan of the same Type as the Loan previously converted into such ABR Loan having an Interest Period expiring on the same date as the Loan previously converted into such ABR Loan or (ii) with the prior consent of the Required Banks, elect to convert all (but not less than all) Loans of all Banks of the same Type and Interest Period as the Loan subject to such change into Loans of a different Type upon the payment of all amounts that are due under this Section 2.12(a) and 35 Section 2.14. Notwithstanding the foregoing, no Bank shall be entitled to request compensation under this paragraph with respect to any Competitive Loan if it shall have been aware of the change giving rise to such request at the time of submission of the Competitive Bid pursuant to which such Competitive Loan shall have been made.
(b) If any Lender or the Issuing Bank shall have determined that any change after the date hereof in the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basel Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation regulation, agreement or guideline regarding capital adequacy, or any change in any of the foregoing law, rule, regulation, agreement or guideline regarding capital adequacy or in the interpretation or administration of any of the foregoing law, rule, regulation, agreement or guideline regarding capital adequacy by any governmental authority, central bank or comparable agency Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender Bank (or any lending office of such LenderBank) or any Lender's or the Issuing Bank's holding company with any request or directive regarding capital adequacy issued under any law, rule, regulation or guideline (whether or not having the force of law) of any such authority, central bank or comparable agencyagency issued after the date hereof, has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's capital or on the capital of such Lender's or the Issuing Bank's holding company, if any, as a consequence of this Agreement or the Loans or Letters of Credit or participations therein made by such Lender or the Issuing Bank pursuant hereto to a level below that which such Lender, the Issuing Bank or such Lender's or the Issuing Bank's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's and the Issuing Bank's policies and the policies of such Lender's and the Issuing Bank's holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time Holdings the Company shall (or shall cause the responsible Borrower to) pay to such Lender or the Issuing Bank following receipt of a certificate of such Bank to such effect in accordance with paragraph (c) below such additional amount or amounts as will compensate such Lender, the Issuing Bank or such Lender's or the Issuing Bank's holding company on an after-tax basis for any such reduction suffered.
(c) A certificate of a Lender Each Bank shall promptly deliver to the Company from time to time one or the Issuing Bank more certificates setting forth the amounts due to such amount or Bank under paragraphs (a) and (b) above, the changes as a result of which such amounts as are due and the manner of computing such amounts. Each such certificate shall be necessary conclusive in the absence of manifest error. The Company shall pay to compensate each Bank the amounts shown as due on any such Lender or certificate within 10 days after its receipt of the Issuing same. No failure on the part of any Bank as specified in to demand compensation under paragraph (a) or (b) above, as the case may be, shall be delivered to Holdings and shall be conclusive absent manifest error. Holdings shall (or shall cause the responsible Borrower to) pay each Lender or the Issuing Bank the amount shown as due above on any such certificate delivered by it within 10 days after the receipt of the same.
(d) Except as provided below in this paragraph (d), failure on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period one occasion shall not constitute a waiver of such Lender's or the Issuing Bank's its right to demand such compensation with respect to such period or any other period. The protection of this Section shall be available to each Lender and the Issuing , except that no Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed. Neither the Issuing Bank nor any Lender shall be entitled to compensation under this Section 2.13 for any costs incurred or reductions suffered with respect to any date unless it shall have notified Holdings that it will demand compensation for such costs or reductions not more than 90 days after the later of (i) such date and (ii) the date on which it shall have become aware of such costs or reductions.this
Appears in 1 contract
Sources: Competitive Advance and Revolving Credit Facility Agreement (Albemarle Corp)
Reserve Requirements; Change in Circumstances. (a) It is understood that the cost to each Lender of making or maintaining any of the Eurodollar, Eurocurrency or Pounds Sterling Loans may fluctuate as a result of the applicability of reserve requirements imposed by the Board at the ratios provided for in Regulation D on the Closing Date. The Borrowers agree to pay to such Lender from time to time such amounts as shall be necessary to compensate such Lender for the portion of the cost of making or maintaining Eurodollar, Eurocurrency or Pounds Sterling Loans resulting from any increase in such reserve requirements provided for in Regulation D (or any successor regulation or ruling issued in respect thereof) from those as in effect on the Closing Date, it being understood that the rates of interest applicable to such Loans have been determined on the assumption that no such reserve requirements exist or will exist and that such rates do not reflect costs imposed on the Lenders in connection with such reserve requirements.
(b) Notwithstanding any other provision herein, if after the date of this Agreement any change Change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof Law shall (whether or not having the force of lawi) shall change the basis of taxation of payments to any Lender (or any lending office of subject any Lender) , the Agent, the Floor Plan Agent, the Swing Line Bank or the Issuing Bank of the principal of or interest on to any Eurocurrency Loan made by such Lender or any Letter of Credit or participation therein, or any Fees or other amounts payable hereunder Taxes (other than changes (A) Indemnified Taxes, (B) Taxes described in respect clauses (b) through (d) of taxes the definition of Excluded Taxes and (C) Other Connection Taxes that are imposed on the overall or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes) on its loans, loan principal, letters of credit, commitments or other obligations, or its deposits, reserves other liabilities or capital stock of such Lender by the jurisdiction in which such Lender has its principal office or by any political subdivision or taxing authority therein)attributable thereto, or shall (ii) impose, modify or deem applicable any reserve, special deposit deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of of, or credit extended by such or participated in by, any Lender (or other than any lending office of such Lenderamounts described in clause (i) above) or the Issuing Bank, or shall (iii) impose on such any Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement or any Eurodollar, Eurocurrency Loan or Pounds Sterling Loans made by such Lender or any Letter of Credit or participation therein, ; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Person of making making, converting to, continuing or maintaining any Eurodollar, Eurocurrency or Pounds Sterling Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender or the Issuing Bank such other Person of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit) or to reduce the amount of any sum received or receivable by such Lender or such other Person hereunder (whether of principal, interest or otherwise) in respect thereof, by an amount deemed by such Lender or such other Person in its sole discretion to be material, then Holdings shall (or shall cause the Borrowers toshall pay as required in Section 5.8(d) pay to such Lender or the Issuing Bank upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank such other Person for such additional costs incurred or reduction suffered.
(bc) If any Lender or the Issuing Bank shall have determined that any change after the date hereof Change in the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basel Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", Law affecting such Lender or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (Issuing Bank or any lending office of such Lender or such Lender) or any Lender's ’s or the Issuing Bank's ’s holding company with any request or directive company, if any, regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agencyliquidity requirements, has or would have the effect of reducing the rate of return on such Lender's ’s or the Issuing Bank's ’s capital or on the capital of such Lender's ’s or the Issuing Bank's ’s holding company, if any, as a consequence of this Agreement Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit or participations therein made by Swing Line Loans held by, such Lender Lender, or the Letters of Credit issued by the Issuing Bank pursuant hereto Bank, to a level below that which such Lender, Lender or the Issuing Bank or such Lender's ’s or the Issuing Bank's ’s holding company could have achieved but for such applicability, adoption, change or compliance Change in Law (taking into consideration such Lender's and ’s or the Issuing Bank's ’s policies and the policies of such Lender's and ’s or the Issuing Bank's ’s holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank such other Person in its sole discretion to be material, then from time the Borrowers shall pay as required to time Holdings shall (or shall cause the responsible Borrower toSection 5.8(d) pay to such Lender or the Issuing Bank such additional amount or amounts as will compensate such Lender, Lender or the Issuing Bank or such Lender's ’s or the Issuing Bank's ’s holding company for any such reduction suffered.
(cd) A certificate of a Lender or the Issuing Bank setting forth in reasonable detail calculations (together with the basis and assumptions therefor) to establish such amount or amounts as shall be necessary to compensate without duplication such Lender (or participating banks or other entities pursuant to Section 13.3 subject to the limitations set forth therein) or the Issuing Bank as specified in paragraph (a) or (b) aboveits holding company, as the case may be, under Section 5.8(a), Section 5.8(b) or Section 5.8(c) shall be delivered to Holdings the Agent which shall promptly deliver the same to the Company and such certificate shall be conclusive absent manifest errorrebuttably presumptive evidence of the amount or amounts which such Lender is entitled to receive. Holdings The Borrowers shall (or shall cause the responsible Borrower to) pay each such Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 ten (10) days after the its receipt of the same.
(de) Except as provided below in Any demand for compensation pursuant to this paragraph Section 5.8 must be made on or before one (d)1) year after the Lender incurs the expense, failure on cost or economic loss referred to or such Lender shall be deemed to have waived the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's or the Issuing Bank's right to demand compensation with respect to such period or any other periodcompensation. The protection of this Section 5.8 shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the any law, rule, regulation, guideline regulation or other change or condition which shall have occurred or been imposed. Neither the Issuing Bank nor give rise to any demand by such Lender for compensation.
(f) Nothing in this Section 5.8 shall entitle any Lender shall be entitled to compensation under this Section 2.13 for any costs incurred or reductions suffered with respect to any date unless it shall have notified Holdings that it will demand compensation for such costs or reductions not more than 90 days after receive interest at a rate per annum in excess of the later of (i) such date and (ii) the date on which it shall have become aware of such costs or reductionsHighest Lawful Rate.
Appears in 1 contract
Sources: Revolving Credit Agreement (Group 1 Automotive Inc)