Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if any Change in Law shall (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or the Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate), (ii) subject any Recipient to any Taxes (other than any Excluded Taxes, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.20) on or in respect of its loans, loan payments, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto or (iii) shall impose on such Lender or the Issuing Bank or the London interbank market any other condition (other than Taxes) affecting this Agreement or 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, the Issuing Bank or such other Recipient of making or maintaining any Eurodollar Loan (or, in the case of any Change in Law with respect to Taxes, any Loan) or increase the cost to any Lender, the Issuing Bank or such other Recipient of 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, the Issuing Bank or such other Recipient hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender, the Issuing Bank or such other Recipient to be material, then the Borrower will pay to such Lender, the Issuing Bank or such other Recipient, as the case may be, upon demand such additional amount or amounts as will compensate such Lender, the Issuing Bank or such other Recipient, 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 in Law regarding capital adequacy or liquidity requirements 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 made or participations in Letters of Credit 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 or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy or liquidity) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time the Borrower shall pay to such Lender or the Issuing Bank, as the case may be, 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, an Issuing Bank or such other Recipient setting forth the amount or amounts necessary to compensate such Lender, the Issuing Bank or such other Recipient or the holding company of either, as applicable, as specified in paragraph (a) or (b) above shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender, the Issuing Bank or such other Recipient the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same. (d) Failure or delay on the part of any Lender, the Issuing Bank or such other Recipient 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, the Issuing Bank’s or such other Recipient’s right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender, the Issuing Bank or such other Recipient 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 request; provided further that the foregoing limitation shall not apply to any 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, the Issuing Bank and each other Recipient regardless of any possible contention of the invalidity or inapplicability of the Change in Law that shall have occurred or been imposed.
Appears in 5 contracts
Sources: Amendment and Restatement Agreement (Advanced Disposal Services, Inc.), Credit Agreement (Advanced Disposal Services, Inc.), Credit Agreement (ADS Waste Holdings, Inc.)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreementherein other than Section 2.14(c), if any Change in Law shall shall:
(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of of, or credit extended by or participated in by, any Lender or the Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate), ) or any Issuer;
(ii) impose on any Lender or any Issuer 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, or any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; or
(iii) subject the Administrative Agent, any Recipient Lender or any Issuer to any Taxes (other than any (A) Indemnified Taxes indemnifiable pursuant to Section 2.18 and (B) Excluded Taxes, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.20) on or in respect of its loans, loan paymentsprincipal, letters of credit, commitments, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto or (iii) shall impose on such Lender or the Issuing Bank or the London interbank market any other condition (other than Taxes) affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein, thereto; and the result of any of the foregoing shall be to increase the cost to such LenderLender of funding, the Issuing Bank or such other Recipient of making making, converting, continuing or maintaining any Eurodollar Loan (or, in the case or of maintaining its obligation to make any Change in Law with respect to Taxes, any such Loan) or to increase the cost to any Lender, the Issuing Bank such Lender or such other Recipient Issuer of participating in, issuing or maintaining any Letter of Credit (or purchasing of maintaining its obligation to participate in or maintaining a participation therein to Issue any Letter of Credit) or to reduce the amount of any sum received or receivable by such Lender, the Issuing Bank Lender or such other Recipient Issuer hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender, the Issuing Bank or such other Recipient to be material), then the Borrower (or, with respect to the US Letters of Credit, Holdings) will pay to such Lender, the Issuing Bank Lender or such other RecipientIssuer, as the case may beapplicable, upon demand such additional amount or amounts as will compensate such Lender, the Issuing Bank Lender or such other RecipientIssuer, as the case may be, applicable for such additional costs or expenses incurred or reduction suffered.
(b) If any Lender or the Issuing Bank shall have determined any Issuer reasonably determines that any Change in Law regarding capital adequacy or liquidity requirements has had 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 Lender or the Issuing Bank’s Issuer or any holding company, if any, company of such Lender or Issuer by an amount reasonably determined by such Lender or Issuer or such holding company as a consequence of this Agreement Agreement, the Commitments of each Lender or the Loans made by, or participations in Letters of Credit purchased by held by, such Lender pursuant hereto Lender, or the Letters of Credit issued Issued by the Issuing Bank pursuant hereto to a level below that which such Lender or the Issuing Bank Issuer, or such Lender’s or the Issuing BankIssuer’s holding company could have achieved but for such Change in Law obligations hereunder (taking into consideration such Lender’s or the Issuing BankIssuer’s policies and the policies of such Lender’s or the Issuing Banksuch Issuer’s holding company with respect to capital adequacy and/or liquidity and such Lender’s or liquidity) by an amount deemed by such Lender or the Issuing Bank to be materialIssuer’s desired return on capital), then from time to time upon demand of such Lender or such Issuer (with a copy of such demand to the Administrative Agent), the Borrower (or, with respect to the US Letters of Credit, Holdings) shall pay to such Lender or the Issuing Bank, as the case may be, such Issuer such additional amount or amounts as will compensate such Lender, the Issuing Bank Lender or such Issuer or such Lender’s or the Issuing Banksuch Issuer’s holding company for such reduction; provided, that such additional amounts shall not be duplicative of any such reduction sufferedamounts to the extent otherwise paid by Holdings or the Borrower, as the case may be, under any other provision of this Agreement.
(c) A certificate of a Lender, an Issuing Bank each Lender or such other Recipient Issuer setting forth the such amount or amounts as shall be necessary to compensate such Lender, the Issuing Bank Lender or such other Recipient Issuer or the holding company of either, as applicable, its Parent Company as specified in paragraph (a) or (b) above 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 the Borrower and shall be conclusive absent manifest error. Notwithstanding any other provision of this Section, no Lender shall demand compensation for any increased cost or reduction pursuant to this Section in respect of any Change in Law described in the proviso to the definition of the term “Change in Law” unless such certificate states that it is the general policy or practice of such Lender or Issuer to demand such compensation in similar circumstances from similarly-situated borrowers under similar credit facilities (to the extent such Lender or Issuer has the right under such similar credit facilities to do so). The Borrower shall pay such Lender, the Issuing Bank or such other Recipient cause to be paid to each Lender the amount shown as due on any such certificate delivered by it within 10 ten (10) days after its receipt of the same.
(d) Failure Except as provided in this paragraph, failure or delay on the part of any Lender, the Issuing Bank Lender or such other Recipient Issuer to demand compensation for pursuant to this Section with respect to any increased costs or reduction in amounts received or receivable or reduction in return on capital period shall not constitute a waiver of such Lender’s, the Issuing Bank’s or such other RecipientIssuer’s right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender, the Issuing Bank or such other Recipient under paragraph (a) or (b) above compensation with respect to increased costs such period or reductions with respect to any period prior to the date that is 180 days prior to such request; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any Change in Law within such 180-day other period. The protection of this Section 2.14 2.12 shall be available to each Lender, the Issuing Bank Lender and to each other Recipient Issuer regardless of any possible contention of the invalidity or inapplicability of the Change in Law that law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed. No Lender or Issuer shall be entitled to compensation under this Section 2.12 for any costs or expenses incurred or reductions suffered with respect to any date unless it shall have notified the Borrower that it will demand compensation for such costs or reductions under paragraph (c) above not more than 120 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 in Law giving rise to such costs, expenses or reductions is retroactive, then the 120 day period referred to above shall be extended to include the period of retroactive effect thereof. In the event the Borrower or Holdings 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 Holdings or the Borrower, as applicable, and shall pay to Holdings or the Borrower, as applicable the portion of such refund which it shall determine in good faith to be allocable to the cost so reimbursed.
Appears in 4 contracts
Sources: Revolving Credit Agreement (Alcoa Corp), Revolving Credit Agreement (Alcoa Upstream Corp), Revolving Credit Agreement (Alcoa Upstream Corp)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if any Change in Law shall shall:
(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge deposit or similar requirement against assets of, deposits with or for the account of of, or credit extended by any Lender or the Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate)Issuer, or
(ii) subject any Recipient to any Taxes (other than any Excluded Taxes, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.20) on or in respect of its loans, loan payments, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto or (iii) shall impose on such any Lender or the Issuing Bank Issuer or the London interbank market any other condition (other than Taxes) affecting this Agreement or 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, the Issuing Bank Lender or such other Recipient Issuer of making or maintaining any Eurodollar Loan (or, in the case or of maintaining its obligation to make any Change in Law with respect to Taxes, any such Loan) or to increase the cost to any Lender, the Issuing Bank such Lender or such other Recipient Issuer of 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, the Issuing Bank Lender or such other Recipient Issuer hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by such Lender, the Issuing Bank Lender or such other Recipient Issuer to be material, then the Borrower will pay to such Lender, the Issuing Bank Lender or such other Recipient, as the case may be, upon demand such additional amount or amounts as will compensate such Lender, the Issuing Bank or such other Recipient, 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 in Law regarding capital adequacy or liquidity requirements 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 made or participations in Letters of Credit 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 or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy or liquidity) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time the Borrower shall pay to such Lender or the Issuing BankIssuer, as the case may be, such additional amount or amounts as will compensate such Lender, the Issuing Bank Lender or such Lender’s Issuer, as the case may be, for such additional costs incurred or the Issuing Bank’s holding company for any such reduction suffered.
(c. This Section 2.14(a) A certificate of a Lender, an Issuing Bank or such other Recipient setting forth the amount or amounts necessary to compensate such Lender, the Issuing Bank or such other Recipient or the holding company of either, as applicable, as specified in paragraph (a) or (b) above shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender, the Issuing Bank or such other Recipient the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same.
(d) Failure or delay on the part of any Lender, the Issuing Bank or such other Recipient 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, the Issuing Bank’s or such other Recipient’s right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender, the Issuing Bank or such other Recipient 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 request; provided further that the foregoing limitation shall not apply to any 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 Taxes, which shall be available to each Lender, the Issuing Bank governed by Section 2.19 and each other Recipient regardless of any possible contention of the invalidity or inapplicability of the Change in Law that shall have occurred or been imposedrelated definitions.
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 herein, if after the date of this Agreement, if Agreement any Regulatory Change or change in any Law shall (i) imposeshall subject the Paying Agent, modify a Bank or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or the an Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate), (ii) subject any Recipient to any Taxes (other than any (w) Indemnified Taxes, (x) Taxes described in clauses (c) and (e) of Excluded Taxes, (y) Other Taxes and (z) Other Connection Taxes imposed on or any Indemnified measured by net income (however denominated) or that are franchise Taxes or Other Taxes indemnifiable under Section 2.20branch profits Taxes) on or in respect of its loans, loan paymentsprincipal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto thereto, (ii) shall impose, modify, or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement with respect to any Eurodollar Loan against assets of, deposits with or for the account of, or credit extended by, such Bank under this Agreement, or (iii) with respect to any Eurodollar Loan, shall impose on such Lender or the Issuing Bank or the London interbank market Eurodollar Interbank Market any other condition (other than Taxes) condition, cost or expense affecting this Agreement or any Eurodollar Loans Loan made by such Lender or any Letter of Credit or participation thereinBank, and the result of any of the foregoing shall be to materially increase the actual cost to such Lender, the Bank (or such Paying Agent or Issuing Bank in the case of (i)) of maintaining its Commitment or such other Recipient of making making, converting to, continuing or maintaining any Eurodollar Loan (or, in the case of any Change in Law with respect to Taxes, any Loan) or increase the cost to any Lender, the Issuing Bank or such other Recipient of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to materially reduce the amount of any sum received or receivable by such Lender, the Bank (or such Paying Agent or Issuing Bank or such other Recipient in the case of (i)) hereunder (whether of principal, interest interest, or otherwise) by an amount deemed by such Lender, the Issuing Bank or such other Recipient to be materialin respect thereof, then the Borrower will Company shall pay to the Paying Agent for the account of such Lender, the Bank (or such Paying Agent or Issuing Bank in the case of (i)), within ten days following delivery to the Company of the certificate specified in paragraph (c) below by such Bank (or such other Recipient, as Paying Agent or Issuing Bank in the case may beof (i)), upon demand such additional amount or amounts as will compensate reimburse such Lender, the Bank (or such Paying Agent or Issuing Bank in the case of (i)) for such increase or reduction to such Bank (or such other Recipient, as Paying Agent or Issuing Bank in the case may be, for such additional costs incurred or reduction sufferedof (i)) to the extent reasonably allocable to this Agreement.
(b) If any Lender or the Issuing Bank shall have determined in good faith that any Regulatory Change in Law regarding capital adequacy or liquidity requirements or compliance by any Bank (or its parent or any lending office of such Bank) with any request or directive issued subsequent to the Effective Date regarding capital or liquidity requirements (whether or not having the force of Law) of any Tribunal, monetary 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 (or 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 made or participations in Letters of Credit purchased by such Lender pursuant hereto or the Letters of Credit issued by the Issuing Bank pursuant hereto its obligations hereunder to a level below that which such Lender Bank (or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company its parent) could have achieved but for such Change in Law Regulatory Change, or compliance (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy or liquidity) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time time, the Borrower Company shall pay to the Paying Agent for the account of such Lender Bank, within ten days following delivery to the Company of the certificate specified in paragraph (d) below by such Bank, such additional amount or amounts as will reimburse such Bank (or its parent) for such reduction.
(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 Regulatory Change and a change in Law, regardless of the date enacted, adopted or issued.
(d) Each Bank or the Paying Agent or each Issuing Bank shall notify the Company of any event occurring after the date hereof entitling such Bank to compensation under paragraph (a) or (b) of this Section 2.12 (together with a good faith estimate of the amounts it would be entitled to claim in respect of such event) as promptly as practicable, but in any event on or before the date which is 60 days after the related Regulatory Change, change in any Law or other event; provided that (i) if such Bank or the Paying Agent or such Issuing Bank fails to give such notice by such date, such Bank or the Paying Agent or such Issuing Bank shall, with respect to compensation payable pursuant to paragraph (a) or (b) of this Section 2.12 in respect of any costs resulting from such Regulatory Change, change in any Law or other event, only be entitled to payment under paragraph (a) or (b) of this Section 2.12 for costs incurred from and after the date of such notice and (ii) such Bank or the Paying Agent or such Issuing Bank will take such reasonable actions, if any (including the designation of a different Applicable Lending Office for the Loans of such Bank affected by such event) to avoid the need for, or reduce the amount of, such compensation so long as such actions will not, in the reasonable opinion of such Bank or the Paying Agent or such Issuing Bank, be materially disadvantageous to such Bank or the Paying Agent or such Issuing Bank, as the case may be. A certificate of a Bank or the Paying Agent or such Issuing Bank setting forth in reasonable detail (i) the Regulatory Change, change in any Law or other event giving rise to any costs, (ii) such additional amount or amounts as will compensate shall be necessary to reimburse such Lender, Bank or the Paying Agent or such Issuing Bank (or such Lender’s participating banks or the Issuing Bank’s holding company for any such reduction suffered.
(cother entities pursuant to Section 9.11) A certificate of a Lender, an Issuing Bank or such other Recipient setting forth the amount or amounts necessary to compensate such Lender, the Issuing Bank or such other Recipient or the holding company of either, as applicable, as specified in paragraph (a) or (b) above of this Section 2.12, as the case may be, and (iii) the calculation of such amount or amounts, shall be delivered to the Borrower Company (with a copy to the Paying Agent) promptly after such Bank or the Paying Agent or such Issuing Bank determines it is entitled to payment under this Section 2.12, and shall be conclusive and binding absent manifest error. The Borrower shall pay In preparing such Lendercertificate, such Bank or the Paying Agent or such Issuing Bank or may employ such other Recipient the amount shown assumptions and allocations of costs and expenses as due on it shall in good ▇▇▇▇▇ ▇▇▇▇ reasonable and may use any such certificate delivered by it within 10 days after its receipt of the samereasonable averaging and attribution method.
(de) Failure In the event any Bank shall seek payment pursuant to this Section 2.12 or delay on the part of any Lender, the Issuing Bank events contemplated under Section 2.10 or such other Recipient to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital Section 2.13 shall not constitute a waiver of such Lender’s, the Issuing Bank’s or such other Recipient’s right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender, the Issuing Bank or such other Recipient under paragraph (a) or (b) above with respect to increased costs or reductions have occurred with respect to any period prior Bank, the Company shall have the right to replace such Bank with, and add as “Banks” under this Agreement in place thereof, one or more assignees as provided in Section 2.23(b).
(f) Without prejudice to the date that is 180 days prior to such request; provided further that the foregoing limitation shall not apply to survival of any increased costs or reductions arising out other obligations of the retroactive application Company hereunder, the obligations of the Company under this Section 2.12 shall survive for one year after the termination of this Agreement and/or the payment or assignment of any Change in Law within such 180-day period. The protection of this Section 2.14 shall be available to each Lender, the Issuing Bank and each other Recipient regardless of any possible contention of the invalidity Loans or inapplicability of the Change in Law that shall have occurred or been imposedNotes.
Appears in 2 contracts
Sources: Revolving Credit Facility Agreement (Southwest Airlines Co), Revolving Credit Facility Agreement (Southwest Airlines Co)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if any Change in Law shall shall:
(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or the Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate), ;
(ii) subject any Recipient to any Taxes (other than any (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.20” and (C) Connection Income Taxes) on or in respect of its loans, loan paymentsprincipal, letters of credit, commitments, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto or thereto; or
(iii) shall 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 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, the Issuing Bank Lender or such other Recipient of making making, converting to, continuing or maintaining any Eurodollar Loan (oror of maintaining its obligation to make such Loan, in the case of any Change in Law with respect or to Taxes, any Loan) or increase the cost to any such Lender, the Issuing Bank or such other Recipient of 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, the Issuing Bank Lender or such other Recipient hereunder Recipient, (whether of principal, interest or otherwise) by an amount deemed by such Lender, the Issuing Bank or such other Recipient to be material), then the Borrower will pay to such Lender, the Issuing Bank Lender or such other Recipient, as the case may be, upon demand such additional amount or amounts as will compensate such Lender, the Issuing Bank Lender or such other Recipient, 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 in Law regarding capital adequacy or liquidity requirements 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 made or participations in Letters of Credit 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 or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy or liquidity) by an amount deemed by such Lender or the Issuing Bank to be materialadequacy), then from time to time the Borrower shall pay to such Lender or the Issuing Bank, as the case may beLender, 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, an Issuing Bank or such other Recipient Lender setting forth the amount or amounts necessary to compensate such Lender, the Issuing Bank Lender or such other Recipient or the its holding company of eithercompany, as applicable, as specified in paragraph (a) or (b) above of this Section 2.14 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender, the Issuing Bank or such other Recipient Lender the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same.
(d) Failure or delay on the part of any Lender, the Issuing Bank or such other Recipient Lender to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital pursuant to this Section 2.14 shall not constitute a waiver of such Lender’s, the Issuing Bank’s or such other Recipient’s right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender, the Issuing Bank or such other Recipient Lender under paragraph (a) or (b) above with respect to of this Section 2.14 for any increased costs incurred or reductions with respect to any period suffered more than 180 days prior to the date that is 180 days prior such Lender notifies the Borrower of the Change in Law giving rise to such request; provided further that increased costs or reductions, and of such Lender’s intention to claim compensation thereof (except that, if the foregoing limitation shall not apply Change in Law giving rise to any such increased costs or reductions arising out of is retroactive, then the retroactive application of any Change in Law within such 180-day periodperiod referred 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, the Issuing Bank and each other Recipient Lender regardless of any possible contention of the invalidity or inapplicability of the Change in Law that shall have occurred or been imposed.
Appears in 2 contracts
Sources: Second Lien Credit Agreement (Neff Corp), Second Lien Credit Agreement (Neff Corp)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if any Change in Law affecting any Lender or Issuing Bank or any lending office of such Lender’s or Issuing Bank’s holding company, if any, shall (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or the any Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate)Bank, (ii) subject the Administrative Agent, any Recipient Lender or any Issuing Bank to any Taxes (other than any Excluded Taxes, in connection with this Agreement or any Indemnified Taxes Loan, Letter of Credit or Other Taxes indemnifiable under Section 2.20) on or in respect of its loans, loan payments, letters of credit, commitments, or other obligations, Commitment made hereunder or its deposits, reserves, other liabilities or capital attributable thereto thereto, or change the basis of taxation payments in respect thereof (except, in each case, (A) for Indemnified Taxes or Other Taxes indemnified pursuant to Section 2.20, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) or (iii) shall impose on such Lender or the such Issuing Bank or the London interbank market any other condition (other than Taxes) affecting this Agreement or Eurodollar Term SOFR 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 (other than Taxes) to such Lender, the Lender or such Issuing Bank or such other Recipient of making or maintaining any Eurodollar Term SOFR Loan (or, in the case of any Change in Law with respect to Taxes, any Loan) or increase the cost (other than Taxes) to any Lender, the Lender or any Issuing Bank or such other Recipient of 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, the Lender or such Issuing Bank or such other Recipient hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender, the Issuing Bank or such other Recipient to be material), then the Borrower Borrowers will pay to such Lender, the Issuing Bank Lender or such other RecipientIssuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Lender, the Issuing Bank Lender or such other RecipientIssuing 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 in Law regarding capital adequacy or liquidity requirements 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 made or participations in Letters of Credit 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 or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy or liquidity) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time the Borrower shall pay to such Lender or the Issuing Bank, as the case may be, 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, an Issuing Bank or such other Recipient setting forth the amount or amounts necessary to compensate such Lender, the Issuing Bank or such other Recipient or the holding company of either, as applicable, as specified in paragraph (a) or (b) above shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender, the Issuing Bank or such other Recipient the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same.
(d) Failure or delay on the part of any Lender, the Issuing Bank or such other Recipient 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, the Issuing Bank’s or such other Recipient’s right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender, the Issuing Bank or such other Recipient 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 request; provided further that the foregoing limitation shall not apply to any 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, the Issuing Bank and each other Recipient regardless of any possible contention of the invalidity or inapplicability of the Change in Law that shall have occurred or been imposed.
Appears in 2 contracts
Sources: Credit Agreement (Enviva Inc.), Credit Agreement (Enviva Inc.)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if If any Change in Law shall (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of of, or credit extended by or participated in by, any Lender or the Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate), ; (ii) subject any Recipient to any Taxes (other than any (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes, or any Indemnified (C) Connection Income Taxes or Other Taxes indemnifiable under Section 2.20and (D) Bank Levies) on or in respect of its loans, loan paymentsprincipal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto thereto; or (iii) shall 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 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, the Issuing Bank Lender or such other Recipient of making making, converting to, continuing or maintaining any Eurodollar Loan (oror of maintaining its obligation to make any such Loan, in the case of any Change in Law with respect to Taxes, any Loan) or increase the cost to any Lender, the Issuing Bank or such other Recipient of 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, the Issuing Bank Lender or such other Recipient hereunder (whether of principal, interest or otherwiseany other amount) by an amount deemed by then, upon request of such LenderLender or other Recipient, the Issuing Bank or such other Recipient to be material, then the Borrower Borrowers will pay to such Lender, the Issuing Bank Lender or such other Recipient, as the case may be, upon demand such additional amount or amounts as will compensate such Lender, the Issuing Bank Lender or such other Recipient, as the 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 in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, regarding capital adequacy or liquidity requirements requirements, 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, the Commitments of such Lender or the Loans made or participations in Letters of Credit 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 or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy or liquidity) by an amount deemed by such Lender or the Issuing Bank to be materialadequacy), then from time to time the Borrower shall Borrowers will pay to such Lender or the Issuing Bank, as the 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 holding company for any such reduction suffered.
(c) A certificate of a Lender, an Issuing Bank or such other Recipient Lender setting forth the amount or amounts necessary to compensate such Lender, the Issuing Bank Lender or such other Recipient or the its holding company of eithercompany, as applicablethe case may be, as specified in paragraph (a) or (b) above shall be of this Section 2.14 and delivered to the Borrower and Borrowers, shall be conclusive absent manifest error. The Borrower Borrowers shall pay such Lender, the Issuing Bank or such other Recipient Lender the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the samethereof.
(d) Failure or delay on the part of any Lender, the Issuing Bank or such other Recipient Lender to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital pursuant to this Section 2.14 shall not constitute a waiver of such Lender’s, the Issuing Bank’s or such other Recipient’s right to demand such compensation; provided that the Borrower Borrowers shall not be under any obligation required to compensate a Lender pursuant to this Section 2.14 for any Lender, the Issuing Bank or such other Recipient under paragraph (a) or (b) above with respect to increased costs incurred or reductions with respect to any period suffered more than 270 days prior to the date that is 180 days prior to such request; provided further that Lender notifies the foregoing limitation shall not apply to any 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, the Issuing Bank and each other Recipient regardless of any possible contention of the invalidity or inapplicability Borrowers of the Change in Law that 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 270 day period referred to above shall have occurred or been imposedbe extended to include the period of retroactive effect thereof).
Appears in 2 contracts
Sources: Credit Agreement (Endeavour International Corp), Credit Agreement (Endeavour International Corp)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if after the date of this Agreement, but prior to the first date on which the events described in clauses (A), (B), (C) and (D) of subsection (d) of this Section 2.12 shall have occurred (the “Obligation Termination Date”), any Change in Law shall (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or the Issuing Bank (except or shall impose on such Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement or Eurodollar Loans made by such reserve requirement which is reflected in the Adjusted LIBO Rate), (ii) Lender or any Letter of Credit or participation therein or subject any Recipient to any Taxes (other than (i) Taxes imposed on or with respect to any Excluded payment made by any Loan Party under any Loan Document, which shall be solely governed by Section 2.18, (ii) Other Taxes, and (iii) Other Connection Taxes on gross or any Indemnified net income, profits or receipts (including value-added or similar Taxes, franchise Taxes or Other Taxes indemnifiable under Section 2.20and branch profits Taxes)) on or in respect of its loans, loan payments, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto or (iii) shall impose on such Lender or the Issuing Bank or the London interbank market any other condition (other than Taxes) affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation thereinthereto, and the result of any of the foregoing shall be to increase the cost to such Lender, the Issuing Bank Lender or such other Recipient of making or maintaining any Eurodollar Loan (or, in the case of any Change in Law with respect to Taxes, any Loan) or increase the cost to any Lender, the Issuing Bank or such other Recipient of 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, the Issuing Bank or such other Recipient hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender, the Issuing Bank or such other Recipient to be material, then the applicable Borrower will pay to such Lender, the Issuing Bank or such other Recipient, as the case may be, upon demand such additional amount or amounts as will compensate such Lender, the Issuing Bank or such other Recipient, 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 the adoption after the Effective Date, but prior to the Obligation Termination Date, of any Change law, rule, regulation, agreement or guideline regarding capital adequacy, or any change after the Effective Date, but prior to the Obligation Termination Date, in Law any such law, rule, regulation, agreement or guideline (whether such law, rule, regulation, agreement or guideline has been adopted) or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or the Issuing Bank or any Lender’s or the Issuing Bank’s holding company with any request or directive regarding capital adequacy (whether or liquidity requirements not having the force of law) of any Governmental Authority 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 made or participations participation in Letters of Credit 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 or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law applicability, adoption, change or compliance (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy or liquidityadequacy) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time the applicable Borrower shall pay to such Lender or the Issuing 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 or the Issuing Bank’s holding company for any such reduction suffered. For the avoidance of doubt and notwithstanding anything herein to the contrary, this Section 2.12(b) shall apply to (x) the ▇▇▇▇-▇▇▇▇▇ Act and all requests, rules, regulations, guidelines or directives thereunder or issued in connection therewith concerning capital adequacy and (y) all requests, rules, regulations, guidelines or directives concerning capital adequacy promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, regardless of the date enacted, adopted, issued or implemented.
(c) A certificate of a Lender, an Lender or the Issuing Bank or such other Recipient setting forth the amount or amounts necessary to compensate such Lender, Lender or the Issuing Bank or such other Recipient or the its holding company of eithercompany, as applicable, as specified in paragraph (a) or (b) above shall be delivered to the applicable Borrower and shall be conclusive absent manifest error. The applicable Borrower shall pay such Lender, Lender or the Issuing Bank or such other Recipient the amount shown as due on any such certificate delivered by it within 10 30 days after its receipt of the same.
(d) Failure or delay on the part of any Lender, Lender or the Issuing Bank or such other Recipient 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, ’s or the Issuing Bank’s or such other Recipient’s right to demand such compensation; provided that the Borrower shall not be compensation under this Section 2.12 for any obligation to compensate any Lender, the Issuing Bank costs incurred or such other Recipient under paragraph (a) or (b) above with respect to increased costs or reductions reduction suffered with respect to any period prior to date so long as such Lender or the Issuing Bank, as applicable, shall have notified the applicable Borrower that it will demand compensation for such costs or reduction under paragraph (c) above, not more than 90 days after the later of (i) such date and (ii) the date on which such Lender or the Issuing Bank, as applicable, shall have become aware of such costs or reduction. Notwithstanding the foregoing, no notification contemplated by the preceding sentence shall in any event be made more than 30 days after the date that is 180 days prior (A) all the Obligations have been indefeasibly paid in full, (B) the Lenders have no further commitment to such request; provided further that the foregoing limitation shall not apply lend to any increased costs or reductions arising out either of the retroactive application Borrowers under this Agreement, (C) the L/C Exposure has been reduced to zero and (D) the Issuing Bank has no further obligation to issue Letters of any Change in Law within such 180-day periodCredit under this Agreement. The protection of this Section 2.14 2.12 shall be available to each Lender, Lender and the Issuing Bank and each other Recipient regardless of any possible contention of the invalidity or inapplicability of the Change in Law law, rule, regulation, agreement, guideline or other change or condition that shall have occurred or been imposed.
Appears in 2 contracts
Sources: Credit Agreement (El Paso Electric Co /Tx/), Credit Agreement (El Paso Electric Co /Tx/)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if any Change in Law shall shall:
(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge deposit or similar requirement against assets of, deposits with or for the account of or credit extended to or participated in by any Lender or the Issuing Bank (except any such reserve requirement which that is reflected in the Adjusted LIBO Rate), ;
(ii) subject any Recipient to any Taxes (other than any Excluded (A) Indemnified Taxes, or any Indemnified (B) Taxes or Other described in clauses (b) through (d) of the definition of Excluded Taxes indemnifiable under Section 2.20and (C) Connection Income Taxes) on or in respect of its loans, loan paymentsprincipal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto or thereto; or
(iii) shall impose on such Lender or the Issuing Bank or the London interbank market any other condition (other than Taxes) condition, cost or expense affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein, therein (other than with respect to Taxes); and the result of any of the foregoing shall be to increase the cost to such Lender, the Issuing Bank or such other Recipient of making making, converting to, continuing or maintaining any Eurodollar Loan (orLoan, in the case of any Change in Law with respect or maintaining its obligation to Taxesmake such a loan, any Loan) or increase the cost to any Lender, the Issuing Bank or such other Recipient of 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, the Issuing Bank or such other Recipient hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender, the Issuing Bank or such other Recipient to be material), then the Borrower will pay to such Lender, the Issuing Bank or such other Recipient, as the case may be, upon demand demand, such additional amount or amounts as will compensate such Lender, the Issuing Bank or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered; provided that the Borrower shall not be liable for such compensation as a result of circumstances referred to above (A) if such circumstances are resulting from a market disruption and are not generally affecting the banking market or (B) in the case of any request for payment in respect of a market disruption, such request is not made by the Required Lenders.
(b) If any Lender or the Issuing Bank shall have determined that any Change in Law affecting such Lender or Issuing Bank or any lending office of such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company, if any, regarding capital adequacy or liquidity requirements 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 made or participations in Letters of Credit 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 or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy or liquidity) by an amount deemed by such Lender or the Issuing Bank to be material), then from time to time the Borrower shall pay to such Lender or the Issuing 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 or the Issuing Bank’s holding company for any such reduction suffered.
(c) A certificate of a Lender, an Lender or the Issuing Bank or such other Recipient setting forth the amount or amounts necessary to compensate such Lender, Lender or the Issuing Bank or such other Recipient or the its holding company of eithercompany, as applicable, as specified in paragraph (a) or (b) above shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender, Lender or the Issuing Bank or such other Recipient the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same.
(d) Failure or delay on the part of any Lender, the Issuing Bank or such other Recipient to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital pursuant to this Section 2.14 shall not constitute a waiver of such Lender’s, the Issuing Bank’s ’s, or such other Recipient’s right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender, the Issuing Bank or such other Recipient under paragraph (a) or (b) above with respect to any increased costs or expenses incurred or reductions with respect to any period suffered more than 270 days prior to the date that is 180 days prior to such request; provided further that the foregoing limitation shall not apply to any 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, the Issuing Bank and each or such other Recipient regardless of any possible contention of Recipient, as the invalidity or inapplicability case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or expenses or reductions and of such Lender’s, Issuing Bank’s or such other Recipient’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 270-day period referred to above shall have occurred be extended to include the period of retroactive effect thereof. Notwithstanding the above, a Lender will not be entitled to demand compensation for any increased cost or been imposedreduction with respect thereto if it is not the general policy or practice of such Lender to demand it of borrowers in similar circumstances under comparable provisions of credit agreements for borrowers of a similar nature.
Appears in 2 contracts
Sources: Credit Agreement (AssetMark Financial Holdings, Inc.), Credit Agreement (AssetMark Financial Holdings, Inc.)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if any Change in Law shall (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or the Issuing Bank (except any such reserve or mandatory cost requirement which is reflected in the Adjusted LIBO RateRate or any Tax), (ii) subject any Recipient to any Taxes (other than any Excluded (A) Indemnified Taxes, (B) Taxes described in clauses (c) through (e) of the definition of Excluded Taxes and (C) Taxes imposed on or with respect to any Indemnified payment made by or on account of any obligation of the Borrower under any Loan Document, Taxes imposed on or Other measured by net or gross income (however denominated), profits or revenues (including value added or similar Taxes), backup withholding Taxes, franchise Taxes indemnifiable under Section 2.20and branch profit Taxes) on or in respect of its loans, loan paymentsprincipal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto or (iii) shall impose on such Lender or the Issuing Bank or the London interbank market any other condition (other than Taxes) affecting this Agreement or 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, Lender or the Issuing Bank or such other Recipient of making or maintaining any Eurodollar Loan (or, in the case of any Change in Law with respect to Taxes, any Loan) or increase the cost to any Lender, Lender or the Issuing Bank or such other Recipient of 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, Lender or the Issuing Bank hereunder with respect to a Eurodollar Loan or such other Recipient hereunder Letter of Credit (whether of principal, interest or otherwise) by an amount deemed by such Lender, Lender or the Issuing Bank or such other Recipient to be material, then the Borrower will pay to such Lender, Lender or the Issuing Bank or such other RecipientBank, as the case may be, upon demand such additional amount or amounts as will compensate such Lender, Lender or the Issuing Bank or such other RecipientBank, as the case may be, for such additional costs incurred or reduction suffered.
(b) If any Lender or the Issuing Bank shall have reasonably determined that any Change in Law regarding capital adequacy or liquidity requirements 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 made or participations in Letters of Credit 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 or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy or liquidityadequacy) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time the Borrower shall pay to such Lender or the Issuing 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 or the Issuing Bank’s holding company for any such reduction suffered.
(c) A certificate of a Lender, an Issuing Bank Lender or such other Recipient setting forth the amount or amounts necessary to compensate such Lender, the Issuing Bank or such other Recipient or certifying (i) that one of the holding company of either, as applicable, as specified events described in paragraph (a) or (b) above has occurred and describing in reasonable detail the nature of such event, (ii) as to the increased cost or reduced amount resulting from such event and (iii) as to the additional amount demanded by such Lender or Issuing Bank and a reasonably detailed explanation of the calculation thereof, shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender, Lender or the Issuing Bank or such other Recipient the amount shown as due on any such certificate delivered by it within 10 30 days after its receipt of the same.
(d) Failure or delay on the part of any Lender, Lender or the Issuing Bank or such other Recipient 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, ’s or the Issuing Bank’s or such other Recipient’s right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender, Lender or the Issuing Bank or such other Recipient under paragraph (a) or (b) above with respect to increased costs or reductions with respect to any period prior to the date that is 180 120 days prior to such requestrequest 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 increased costs or reductions arising out of the retroactive application of any Change in Law within such 180120-day period. The protection of this Section 2.14 shall be available to each Lender, Lender and the Issuing Bank and each other Recipient regardless of any possible contention of the invalidity or inapplicability of the Change in Law that shall have occurred or been imposed.
Appears in 1 contract
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement, if Agreement any Regulatory Change or change in any Law shall (i) imposeshall subject the Paying Agent, modify a Bank or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or the an Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate), (ii) subject any Recipient to any Taxes (other than any (w) Indemnified Taxes, (x) Taxes described in clauses (a), (b), (c) and (e) of Excluded Taxes, (y) Other Taxes and (z) Other Connection Taxes imposed on gross or any Indemnified measured by net income, profits or revenue (including value-added or similar Taxes) (however denominated) or that are franchise Taxes or Other Taxes indemnifiable under Section 2.20branch profits Taxes) on or in respect of its loans, loan paymentsprincipal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto thereto, (ii) shall impose, modify, or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement with respect to any Eurodollar Loan against assets of, deposits with or for the account of, or credit extended by, such Bank under this Agreement (without duplication of any amounts paid pursuant to Section 2.8(c)), or (iii) with respect to any Eurodollar Loan, shall impose on such Lender or the Issuing Bank or the London interbank market Eurodollar Interbank Market any other condition (other than Taxes) condition, cost or expense affecting this Agreement or any Eurodollar Loans Loan made by such Lender or any Letter of Credit or participation thereinBank, and the result of any of the foregoing shall be to materially increase the actual cost to such Lender, the Bank (or such Paying Agent or Issuing Bank in the case of (i)) of maintaining its Commitment or such other Recipient of making making, converting to, continuing or maintaining any Eurodollar Loan (or, in the case of any Change in Law with respect to Taxes, any Loan) or increase the cost to any Lender, the Issuing Bank or such other Recipient of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to materially reduce the amount of any sum received or receivable by such Lender, the Bank (or such Paying Agent or Issuing Bank or such other Recipient in the case of (i)) hereunder (whether of principal, interest interest, or otherwise) by an amount deemed by such Lender, the Issuing Bank or such other Recipient to be materialin respect thereof, then the Borrower will Company shall pay to the Paying Agent for the account of such Lender, the Bank (or such Paying Agent or Issuing Bank in the case of (i)), within ten days following delivery to the Company of the 509265-1983-14872-Active.19588122.12 certificate specified in paragraph (c) below by such Bank (or such other Recipient, as Paying Agent or Issuing Bank in the case may beof (i)), upon demand such additional amount or amounts as will compensate reimburse such Lender, the Bank (or such Paying Agent or Issuing Bank in the case of (i)) for such increase or reduction to such Bank (or such other Recipient, as Paying Agent or Issuing Bank in the case may be, for such additional costs incurred or reduction sufferedof (i)) to the extent reasonably allocable to this Agreement.
(b) If any Lender or the Issuing Bank shall have determined in good faith that any Regulatory Change in Law regarding capital adequacy or liquidity requirements or compliance by any Bank (or its parent or any lending office of such Bank) with any request or directive issued subsequent to the Effective Date regarding capital or liquidity requirements (whether or not having the force of Law) of any Tribunal, monetary 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 (or 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 made or participations in Letters of Credit purchased by such Lender pursuant hereto or the Letters of Credit issued by the Issuing Bank pursuant hereto its obligations hereunder to a level below that which such Lender Bank (or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company its parent) could have achieved but for such Change in Law Regulatory Change, or compliance (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy or liquidity) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time time, the Borrower Company shall pay to the Paying Agent for the account of such Lender Bank, within ten days following delivery to the Company of the certificate specified in paragraph (d) below by such Bank, such additional amount or amounts as will reimburse such Bank (or its parent) for such reduction.
(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 Regulatory Change and a change in Law, regardless of the date enacted, adopted or issued.
(d) Each Bank or the Paying Agent or each Issuing Bank shall notify the Company of any event occurring after the date hereof entitling such Bank to compensation under paragraph (a) or (b) of this Section 2.12 (together with a good faith estimate of the amounts it would be entitled to claim in respect of such event) as promptly as practicable, but in any event on or before the date which is 60 days after the related Regulatory Change, change in any Law or other event; provided that (i) if such Bank or the Paying Agent or such Issuing Bank fails to give such notice by such date, such Bank or the Paying Agent or such Issuing Bank shall, with respect to compensation payable pursuant to paragraph (a) or (b) of this Section 2.12 in respect of any costs resulting from such Regulatory Change, change in any Law or other event, only be entitled to payment under paragraph (a) or (b) of this Section 2.12 for costs incurred from and after the date of such notice and (ii) such Bank or the Paying Agent or such Issuing Bank will take such reasonable actions, if any (including the designation of a different Applicable Lending Office for the Loans of such Bank affected by such event) to avoid the need for, or reduce the amount of, such compensation so long as such actions will not, in the reasonable opinion of such Bank or the Paying Agent or such Issuing Bank, be materially disadvantageous to such Bank or the Paying Agent or such Issuing Bank, as the case may be. A certificate of a Bank or the Paying Agent or such Issuing Bank setting forth in reasonable detail (i) the Regulatory Change, change in any Law or other event giving rise to any costs, (ii) such additional amount or amounts as will compensate shall be necessary to reimburse such Lender, Bank or the Paying Agent or such Issuing Bank (or such Lender’s participating banks or the Issuing Bank’s holding company for any such reduction suffered.
(cother entities pursuant to Section 9.11) A certificate of a Lender, an Issuing Bank or such other Recipient setting forth the amount or amounts necessary to compensate such Lender, the Issuing Bank or such other Recipient or the holding company of either, as applicable, as specified in paragraph (a) or (b) above of this Section 2.12, as the case may be, and (iii) the calculation of such amount or amounts, shall be delivered to the Borrower Company (with a copy to the Paying Agent) promptly after such Bank or the Paying Agent or such Issuing Bank determines it is entitled to payment under this Section 2.12, and shall be conclusive and binding absent manifest error. The Borrower shall pay In preparing such Lendercertificate, such Bank or the Paying Agent or such Issuing Bank or may 509265-1983-14872-Active.19588122.12 employ such other Recipient the amount shown assumptions and allocations of costs and expenses as due on it shall in good ▇▇▇▇▇ ▇▇▇▇ reasonable and may use any such certificate delivered by it within 10 days after its receipt of the samereasonable averaging and attribution method.
(de) Failure In the event any Bank shall seek payment pursuant to this Section 2.12 or delay on the part of any Lender, the Issuing Bank events contemplated under Section 2.10 or such other Recipient to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital Section 2.13 shall not constitute a waiver of such Lender’s, the Issuing Bank’s or such other Recipient’s right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender, the Issuing Bank or such other Recipient under paragraph (a) or (b) above with respect to increased costs or reductions have occurred with respect to any period prior Bank, the Company shall have the right to replace such Bank with, and add as “Banks” under this Agreement in place thereof, one or more assignees as provided in Section 2.23(b).
(f) Without prejudice to the date that is 180 days prior to such request; provided further that the foregoing limitation shall not apply to survival of any increased costs or reductions arising out other obligations of the retroactive application Company hereunder, the obligations of the Company under this Section 2.12 shall survive for one year after the termination of this Agreement and/or the payment or assignment of any Change in Law within such 180-day period. The protection of this Section 2.14 shall be available to each Lender, the Issuing Bank and each other Recipient regardless of any possible contention of the invalidity Loans or inapplicability of the Change in Law that shall have occurred or been imposedNotes.
Appears in 1 contract
Sources: Revolving Credit Facility Agreement (Southwest Airlines Co)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding If any other provision of this Agreementthe Agents or any Lender determines (which determination shall, if absent manifest error, be final and conclusive and binding upon all parties hereto) that any Change in Law shall (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of of, or credit extended by or participated in by, the Agents or any Lender (or its applicable lending office or any company controlling the Issuing Bank Administrative Agent or such Lender) (except any such reserve requirement which is reflected in the Adjusted LIBO Rate), ; (ii) subject any Recipient to any Taxes (other than any Excluded (A) Indemnified Taxes, or any Indemnified (B) Taxes or Other described in clauses (b) through (d) of the definition of Excluded Taxes indemnifiable under Section 2.20and (C) Connection Income Taxes) on or in respect of its loans, loan paymentsprincipal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto thereto; or (iii) shall 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 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, the Issuing Bank Lender or such other Recipient of making making, converting to, continuing or maintaining any Eurodollar Loan (oror of maintaining its obligation to make any such Loan, in the case of any Change in Law with respect to Taxes, any Loan) or increase the cost to any Lender, the Issuing Bank or such other Recipient of 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, the Issuing Bank Lender or such other Recipient hereunder (whether of principal, interest or otherwiseany other amount) by an amount deemed by then, upon request of such LenderLender or other Recipient, the Issuing Bank or such other Recipient to be material, then the Borrower will pay to such Lender, the Issuing Bank Lender or such other Recipient, as the case may be, upon demand such additional amount or amounts as will compensate such Lender, the Issuing Bank Lender or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered.
(b) If any of the Agents or any Lender or the Issuing Bank shall have determined determines (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, regarding capital adequacy or liquidity requirements requirements, 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, the Commitments of such Lender or the Loans made or participations in Letters of Credit 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 or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy or liquidity) by an amount deemed by such Lender or the Issuing Bank to be materialadequacy), then from time to time the Borrower shall will pay to such Lender or the Issuing Bank, as the 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 holding company for any such reduction suffered.
(c) A certificate of a Lender, an Issuing Bank or such other Recipient Lender setting forth the amount or amounts necessary to compensate such Lender, the Issuing Bank Lender or such other Recipient or the its holding company of eithercompany, as applicablethe case may be, as specified in paragraph (a) or (b) above shall be of this Section 2.14 and delivered to the Borrower and Borrower, shall be conclusive absent manifest error. The Borrower shall pay such Lender, the Issuing Bank or such other Recipient Lender the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the samethereof.
(d) Failure or delay on the part of any Lender, the Issuing Bank or such other Recipient Lender to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital pursuant to this Section 2.14 shall not constitute a waiver of such Lender’s, the Issuing Bank’s or such other Recipient’s right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender, the Issuing Bank or such other Recipient 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 180 120 days prior to such requestrequest 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 increased costs or reductions arising out of the retroactive application of any Change in Law within such 180120-day period. The protection of this Section 2.14 shall be available to each Lender, the Issuing Bank and each other Recipient Lender regardless of any possible contention of the invalidity or inapplicability of the Change in Law that shall have occurred or been imposed.
Appears in 1 contract
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if after the Closing Date the adoption, enactment or issuance of, or any Change change in, applicable law or regulation or in Law 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 (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or shall impose on such Lender or the Issuing Bank London interbank market any other condition affecting this Agreement or Eurodollar Loans, Fixed Rate Loans, Letters of Credit or Applications made by such Lender (except including, without limitation, any such reserve requirement which is reflected in the Adjusted LIBO Rate), (ii) subject any Recipient to any Taxes taxes (other than any Excluded Taxes, or any Indemnified (i) Taxes or Other Taxes indemnifiable under which are otherwise covered by the payment of additional amounts or the indemnity set forth in Section 2.202.21(a) or (c), respectively and (ii) any imposition of, or change in the rate of, taxes imposed on, or measured by, the net income of the Lender) on or in respect of its loans, loan paymentsprincipal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto or (iii) shall impose on such Lender or the Issuing Bank or the London interbank market any other condition (other than Taxes) affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation thereinthereto), and the result of any of the foregoing shall be to increase the cost to such Lender, the Issuing Bank or such other Recipient Lender of making or maintaining any Eurodollar Loan (oror Fixed Rate Loan, in the case of any Change in Law with respect to Taxes, any Loan) or increase the cost to any Lender, the Issuing Bank or such other Recipient of issuing or maintaining participating in any Letter of Credit or purchasing or maintaining a participation therein Application, or to reduce the amount of any sum received or receivable by such Lender, the Issuing Bank or such other Recipient Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender, the Issuing Bank or such other Recipient Lender to be material, then the Borrower will pay to such Lender, the Issuing Bank or such other Recipient, as the case may be, Lender upon demand such additional amount or amounts as will compensate such Lender, the Issuing Bank or such other Recipient, as the case may be, Lender for such additional costs incurred or reduction suffered.
(b) If any Lender or the Issuing Bank shall have determined that the adoption, enactment or issuance after the Closing Date of any Change law, rule, regulation, agreement or guideline regarding capital adequacy or liquidity, or any change after the Closing Date in Law any such law, rule, regulation, agreement or guideline (whether such law, rule, regulation, agreement or guideline has been adopted) or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or any Lender’s holding company with any request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) of any Governmental Authority 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 made or participations in Letters of Credit purchased by such Lender pursuant hereto hereto, or the Letters under or in respect of Credit issued by the Issuing Bank pursuant hereto any Letter of Credit, to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law applicability, adoption, change or compliance (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy or liquidity) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time the Borrower shall pay to such Lender or the Issuing Bank, as the 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 holding company for any such reduction suffered.
(c) A certificate of a Lender, an Issuing Bank or such other Recipient Lender setting forth the amount or amounts necessary to compensate such Lender, the Issuing Bank Lender or such other Recipient or the its holding company of either, as applicable, (including the calculation thereof) as specified in paragraph (a) or (b) above shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay to such Lender, the Issuing Bank or such other Recipient Lender the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same.
(d) Failure or delay on the part of any Lender, the Issuing Bank or such other Recipient Lender 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, the Issuing Bank’s or such other Recipient’s right to demand such compensation; provided that the Borrower shall not be under any obligation required to compensate a Lender pursuant to this Section for any Lender, the Issuing Bank or such other Recipient under paragraph (a) or (b) above with respect to increased costs incurred or reductions with respect to any period suffered more than three months prior to the date that is 180 days prior such Lender notifies the Borrower of the change giving rise to such request; provided further that increased costs or reductions, and of such Lender’s intention to claim compensation therefor (except that, if the foregoing limitation shall not apply change giving rise to any such increased costs or reductions arising out is retroactive, then the three-month period referred to above shall be extended to include the period of the retroactive application of any Change in Law within such 180-day periodeffect thereof). The protection of this Section 2.14 shall be available to each Lender, the Issuing Bank and each other Recipient Lender regardless of any possible contention of the invalidity or inapplicability of the Change in Law law, rule, regulation, agreement, guideline or other change or condition that shall have occurred or been imposed. Notwithstanding any other provision of this Section, no Lender shall be entitled to demand compensation hereunder in respect of any Competitive Loan if it shall have been aware of the event or circumstance giving rise to such demand at the time it submitted the Competitive Bid pursuant to which such Loan was made.
(e) 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 law, regardless of the date enacted, adopted, issued or implemented.
Appears in 1 contract
Sources: Competitive Advance and Revolving Credit Agreement (Raytheon Co/)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if If any Change in Law shall shall:
(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge charge, liquidity or similar requirement against assets of, deposits with or for the account of of, or credit extended by or participated in by, any Lender or the Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate), ) or any Issuing Bank;
(ii) subject any Recipient to any Taxes (other than any Indemnified Taxes and Excluded Taxes, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.20) on or in respect its Loans, principal, Letters of its loansCredit, loan payments, letters of credit, commitments, Commitments or other obligationsObligations, or its deposits, reserves, other liabilities or capital attributable thereto or thereto; or
(iii) shall impose on such any Lender or the any Issuing Bank or the London interbank market any other condition condition, cost or expense (other than Taxes) affecting this Agreement or 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, such Issuing Bank or such other Recipient, of making, converting to, continuing or maintaining any LIBOR Loan, or to increase the cost to such Lender, such Issuing Bank or such other Recipient of making or maintaining any Eurodollar Loan (orparticipating in, in the case of any Change in Law with respect to Taxes, any Loan) or increase the cost to any Lender, the Issuing Bank or such other Recipient of issuing or maintaining any Letter of Credit (or purchasing of maintaining its obligation to participate in or maintaining a participation therein to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, the such Issuing Bank or such other Recipient hereunder (whether of principal, interest or otherwiseany other amount) by an amount deemed by then, upon the request of such Lender, the such Issuing Bank or such other Recipient to be materialRecipient, then the Borrower will pay to such Lender, the such Issuing Bank or such other Recipient, as the case may be, upon demand such additional amount or amounts as will compensate such Lender, the such Issuing Bank or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered. If any Lender, Issuing Bank or other Recipient becomes entitled to claim any additional amounts pursuant to this Section 2.18, it shall notify the Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled.
(b) If any Lender or the Issuing Bank shall have determined determines in good faith that any Change in Law affecting such Lender or Issuing Bank or any lending office of such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company, if any, regarding capital adequacy or liquidity requirements requirements, 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, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit purchased by held by, such Lender pursuant hereto Lender, or the Letters of Credit issued by the any Issuing Bank pursuant hereto Bank, to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy or liquidity) by an amount deemed by such Lender or the Issuing Bank to be materialadequacy), then from time to time after submission by such Lender or Issuing Bank to the Borrower shall (with a copy to the Administrative Agent) of a written request therefor the Borrower will pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender, the Lender or Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered.
(c) A certificate of a Lender, an Lender or Issuing Bank or such other Recipient setting forth in reasonable detail the amount or amounts necessary to compensate such Lender, the Lender or Issuing Bank or such other Recipient or the its holding company of eithercompany, as applicablethe case may be, as specified in paragraph (aSection 2.18(a) or (bSection 2.18(b) above shall be and delivered to the Borrower and (with a copy to the Administrative Agent), shall be conclusive absent manifest error. The Borrower shall pay such LenderLender or Issuing Bank, as the Issuing Bank or such other Recipient case may be, the amount shown as due on any such certificate delivered by it within 10 days ten (10) Business Days after its receipt of the samethereof.
(d) Failure or delay on the part of any Lender, the Lender or Issuing Bank or such other Recipient to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital pursuant to this Section 2.18 shall not constitute a waiver of such Lender’s, the ’s or Issuing Bank’s or such other Recipient’s right to demand such compensation; provided that the Borrower shall not be under any obligation required to compensate any Lender, the a Lender or Issuing Bank or such other Recipient under paragraph (a) or (b) above with respect pursuant to this Section 2.18 for any increased costs incurred or reductions with respect to any period suffered more than one hundred eighty (180) days prior to the date that is 180 days prior to such request; provided further that Lender or Issuing Bank, as the foregoing limitation shall not apply to any increased costs or reductions arising out of case may be, notifies 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, the Issuing Bank and each other Recipient regardless of any possible contention of the invalidity or inapplicability Borrower of the Change in Law that giving rise to such increased costs or reductions, and of such Lender’s or Issuing Bank’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 one hundred eighty (180) day period referred to above shall have occurred or been imposedbe extended to include the period of retroactive effect thereof).
(e) The obligations of the Borrower pursuant to this Section 2.18 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 of this Agreement, if after the date of this Agreement, but prior to the first date on which the events described in clauses (A), (B), (C) and (D) of paragraph (d) of this Section 2.12 shall have occurred (the “Obligation Termination Date”), any Change in Law shall (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or the any Issuing Bank (except or shall impose on such Lender or such Issuing Bank or the London interbank market any other condition affecting this Agreement or Eurodollar Loans made by such reserve requirement which is reflected in the Adjusted LIBO Rate), (ii) Lender or any Letter of Credit or participation therein or subject any Recipient to any Taxes (other than (i) Taxes imposed on or with respect to any Excluded payment made by any Loan Party under any Loan Document, which shall be solely governed by Section 2.18, (ii) Other Taxes, and (iii) Other Connection Taxes on gross or any Indemnified net income, or profits or receipts (including value-added or similar Taxes, franchise Taxes or Other Taxes indemnifiable under Section 2.20and branch profits Taxes) of a Recipient) on or in respect of its loans, loan payments, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto or (iii) shall impose on such Lender or the Issuing Bank or the London interbank market any other condition (other than Taxes) affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation thereinthereto, and the result of any of the foregoing shall be to increase the cost to such Lender, the Issuing Bank Lender or such other Recipient of making or maintaining any Eurodollar Loan (or, in the case of any Change in Law with respect to Taxes, any Loan) or increase the cost to any Lender, the any Issuing Bank or such other Recipient of 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, the such Issuing Bank or such other Recipient hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender, the such Issuing Bank or such other Recipient to be material, then the applicable Borrower will pay to such Lender, the such Issuing Bank or such other Recipient, as the case may be, upon demand such additional amount or amounts as will compensate such Lender, the such Issuing Bank or such other Recipient, 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 in Law regarding capital adequacy or liquidity requirements 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 made or participations in Letters of Credit 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 or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy or liquidity) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time the Borrower shall pay to such Lender or the Issuing Bank, as the case may be, 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, an Issuing Bank or such other Recipient setting forth the amount or amounts necessary to compensate such Lender, the Issuing Bank or such other Recipient or the holding company of either, as applicable, as specified in paragraph (a) or (b) above shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender, the Issuing Bank or such other Recipient the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same.
(d) Failure or delay on the part of any Lender, the Issuing Bank or such other Recipient 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, the Issuing Bank’s or such other Recipient’s right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender, the Issuing Bank or such other Recipient 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 request; provided further that the foregoing limitation shall not apply to any 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, the Issuing Bank and each other Recipient regardless of any possible contention of the invalidity or inapplicability of the Change in Law that shall have occurred or been imposed.
Appears in 1 contract
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if any Change in Law shall Law: (i) shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or the Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate), ; (ii) subject subjects the Administrative Agent, any Recipient Lender or any other recipient of any payment to be made by or on account of any obligation of a Borrower hereunder to any Taxes (other than any (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes, and (C) Other Connection Taxes that are imposed on or any Indemnified measured by net income (however denominated) or that are franchise Taxes or Other Taxes indemnifiable under Section 2.20branch profits Taxes) on or in respect of its loans, loan paymentsprincipal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto thereto; or (iii) shall impose on such Lender or the Issuing Bank or the London interbank market any other condition (other than Taxes) affecting this Agreement or 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, Lender or the Issuing Bank or such other Recipient of making or maintaining any Eurodollar Loan (or, in the case of any Change in Law with respect to Taxes, any Loan) or increase the cost to any Lender, the Issuing Bank or such other Recipient Lender of 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, Lender or the Issuing Bank or such other Recipient hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender, Lender or the Issuing Bank or such other Recipient to be material, then the Borrower Borrowers will pay to such Lender, Lender or the Issuing Bank or such other RecipientBank, as the case may be, upon demand such additional amount or amounts as will compensate such Lender, Lender or the Issuing Bank or such other RecipientBank, as the case may be, for such additional costs incurred or reduction suffered; provided that in the case of any Change in Law only applicable as a result of the proviso set forth in the definition thereof, such Lender or Issuing Bank, as the case may be, will only be compensated to the extent the applicable Lender or Issuing Bank is imposing such charges on other generally similarly situated borrowers (but not necessarily all such borrowers) under comparable syndicated credit facilities.
(b) If any Lender or the Issuing Bank shall have determined that any Change in Law regarding capital adequacy or liquidity requirements 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 made or participations in Letters of Credit 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 or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy or and liquidity) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time the Borrower Borrowers shall pay to such Lender or the Issuing 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 or the Issuing Bank’s holding company for any such reduction suffered.
(c) A certificate of a Lender, an Lender or the Issuing Bank or such other Recipient setting forth the amount or amounts necessary to compensate such Lender, Lender or the Issuing Bank or such other Recipient or the its holding company of eithercompany, as applicable, as specified in paragraph (a) or (b) above above, and if applicable, with calculations thereof, shall be delivered to the Borrower Borrowers and shall be conclusive absent manifest error. The Borrower Borrowers shall pay such Lender, Lender or the Issuing Bank or such other Recipient the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same.
(d) Failure or delay on the part of any Lender, Lender or the Issuing Bank or such other Recipient 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, ’s or the Issuing Bank’s or such other Recipient’s right to demand such compensation; provided that the Borrower Borrowers shall not be under any obligation to compensate any Lender, Lender or the Issuing Bank or such other Recipient under paragraph (a) or (b) above with respect to increased costs or reductions with respect to any period prior to the date that is 180 120 days prior to such requestrequest 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 increased costs or reductions arising out of the retroactive application of any Change in Law within such 180-120 day period. The protection of this Section 2.14 shall be available to each Lender, Lender and the Issuing Bank and each other Recipient regardless of any possible contention of the invalidity or inapplicability of the Change in Law that shall have occurred or been imposed.
Appears in 1 contract
Sources: Revolving Credit Agreement (Houghton Mifflin Harcourt Co)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if any Change in Law affecting any Lender or Issuing Bank or any lending office of such Lender’s or Issuing Bank’s holding company, if any, shall (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or the any Issuing Bank (except any such reserve requirement which is reflected in the Reserve Adjusted LIBO Eurodollar Rate), (ii) subject the Administrative Agent, any Recipient Lender or any Issuing Bank to any Taxes (other than any Excluded Taxes, in connection with this Agreement or any Indemnified Taxes Loan, Letter of Credit or Other Taxes indemnifiable under Section 2.20) on or in respect of its loans, loan payments, letters of credit, commitments, or other obligations, Commitment made hereunder or its deposits, reserves, other liabilities or capital attributable thereto thereto, or change the basis of taxation payments in respect thereof (except, in each case, (A) for Indemnified Taxes or Other Taxes indemnified pursuant to Section 2.20, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) or (iii) shall impose on such Lender or the such Issuing Bank or the London interbank market any other condition (other than Taxes) affecting this Agreement or 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 (other than Taxes) to such Lender, the Lender or such Issuing Bank or such other Recipient of making or maintaining any Eurodollar Loan (or, in the case of any Change in Law with respect to Taxes, any Loan) or increase the cost (other than Taxes) to any Lender, the Lender or any Issuing Bank or such other Recipient of 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, the Lender or such Issuing Bank or such other Recipient hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender, the Issuing Bank or such other Recipient to be material), then the Borrower will pay to such Lender, the Issuing Bank Lender or such other RecipientIssuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Lender, the Issuing Bank Lender or such other RecipientIssuing Bank, as the 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 in Law regarding any capital adequacy or liquidity requirements 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 purchased by such Lender pursuant hereto or the Letters of Credit issued by the such Issuing Bank pursuant hereto to a level below that which such Lender or the such Issuing Bank or such Lender’s or the such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the such Issuing Bank’s policies and the policies of such Lender’s or the such Issuing Bank’s holding company with respect to capital adequacy or liquidity) by an amount deemed by such Lender or the Issuing Bank to be materialadequacy), then from time to time the Borrower shall pay to such Lender or the such Issuing Bank, as the 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, Lender or an Issuing Bank or such other Recipient setting forth in reasonable detail the calculation of the amount or amounts necessary to compensate such Lender, the Lender or such Issuing Bank or such other Recipient or the its holding company of eithercompany, as applicable, as specified in paragraph (a) or (b) above shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender, the Lender or such Issuing Bank or such other Recipient the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same.
(d) Failure or delay on the part of any Lender, the Lender or any Issuing Bank or such other Recipient to demand compensation pursuant to this Section 2.14 for any increased costs incurred or reduction suffered in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s, the Issuing Bank’s or such other RecipientIssuing Bank’s right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender, the Lender or any Issuing Bank or such other Recipient under paragraph (a) or (b) above with respect to increased costs incurred or reductions with respect to any period suffered more than 180 days prior to the date that is 180 days prior such Lender or such Issuing Bank, as applicable, notifies the Borrower of the Change in Law giving rise to such requestincreased costs or reductions and of such Lender’s or Issuing Bank’s intention to claim compensation therefor; provided further that the foregoing limitation shall not apply to any 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, the Issuing Bank and each other Recipient regardless of any possible contention of the invalidity or inapplicability of the Change in Law that shall have occurred or been imposed.
Appears in 1 contract
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if any Change in Law (other than any Change in Law that relates to Taxes) shall (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or the Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate), (ii) subject any Recipient to any Taxes (other than any Excluded Taxes, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.20) on or in respect of its loans, loan payments, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto or (iii) shall impose on such Lender or the Issuing Bank or the London interbank market any other condition (other than Taxes) affecting this Agreement or 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, Lender or the Issuing Bank or such other Recipient of making or maintaining any Eurodollar Loan (or, in the case of any Change in Law with respect to Taxes, any Loan) or increase the cost to any Lender, the Issuing Bank or such other Recipient Lender of 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, Lender or the Issuing Bank or such other Recipient hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender, Lender or the Issuing Bank or such other Recipient to be material, then the Borrower will pay to such Lender, Lender or the Issuing Bank or such other RecipientBank, as the case may be, upon demand such additional amount or amounts as will compensate such Lender, Lender or the Issuing Bank or such other RecipientBank, as the case may be, for such additional costs incurred or reduction suffered.
(b) If any Lender or , except to the Issuing Bank shall have determined extent that any Change in Law regarding capital adequacy or liquidity requirements 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 made or participations in Letters of Credit 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 or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect is compensated pursuant to capital adequacy or liquidity) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time the Borrower shall pay to such Lender or the Issuing Bank, as the case may be, 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 sufferedSection 2.20.
(c) A certificate of a Lender, an Issuing Bank or such other Recipient setting forth the amount or amounts necessary to compensate such Lender, the Issuing Bank or such other Recipient or the holding company of either, as applicable, as specified in paragraph (a) or (b) above shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender, the Issuing Bank or such other Recipient the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same.
(d) Failure or delay on the part of any Lender, the Issuing Bank or such other Recipient 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, the Issuing Bank’s or such other Recipient’s right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender, the Issuing Bank or such other Recipient 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 request; provided further that the foregoing limitation shall not apply to any 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, the Issuing Bank and each other Recipient regardless of any possible contention of the invalidity or inapplicability of the Change in Law that shall have occurred or been imposed.
Appears in 1 contract
Sources: Credit Agreement (CCC Information Services Group Inc)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if any Change in Law affecting any Lender or Issuing Bank or any lending office of such Lender’s or Issuing Bank’s holding company, if any, shall (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or the any Issuing Bank (except any such reserve requirement which is reflected in the Reserve Adjusted LIBO Eurodollar Rate), (ii) subject the Administrative Agent, any Recipient Lender or any Issuing Bank to any Taxes (other than any Excluded Taxes, in connection with this Agreement or any Indemnified Taxes Loan, Letter of Credit or Other Taxes indemnifiable under Section 2.20) on or in respect of its loans, loan payments, letters of credit, commitments, or other obligations, Commitment made hereunder or its deposits, reserves, other liabilities or capital attributable thereto thereto, or change the basis of taxation payments in respect thereof (except, in each case, (A) for Indemnified Taxes or Other Taxes indemnified pursuant to Section 2.20, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) or (iii) shall impose on such Lender or the such Issuing Bank or the London interbank market any other condition (other than Taxes) affecting this Agreement or Eurodollar EurodollarTerm SOFR 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 (other than Taxes) to such Lender, the Lender or such Issuing Bank or such other Recipient of making or maintaining any Eurodollar EurodollarTerm SOFR Loan (or, in the case of any Change in Law with respect to Taxes, any Loan) or increase the cost (other than Taxes) to any Lender, the Lender or any Issuing Bank or such other Recipient of 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, the Lender or such Issuing Bank or such other Recipient hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender, the Issuing Bank or such other Recipient to be material), then the Borrower Borrowers will pay to such Lender, the Issuing Bank Lender or such other RecipientIssuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Lender, the Issuing Bank Lender or such other RecipientIssuing 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 in Law regarding capital adequacy or liquidity requirements 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 made or participations in Letters of Credit 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 or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy or liquidity) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time the Borrower shall pay to such Lender or the Issuing Bank, as the case may be, 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, an Issuing Bank or such other Recipient setting forth the amount or amounts necessary to compensate such Lender, the Issuing Bank or such other Recipient or the holding company of either, as applicable, as specified in paragraph (a) or (b) above shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender, the Issuing Bank or such other Recipient the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same.
(d) Failure or delay on the part of any Lender, the Issuing Bank or such other Recipient 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, the Issuing Bank’s or such other Recipient’s right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender, the Issuing Bank or such other Recipient 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 request; provided further that the foregoing limitation shall not apply to any 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, the Issuing Bank and each other Recipient regardless of any possible contention of the invalidity or inapplicability of the Change in Law that shall have occurred or been imposed.
Appears in 1 contract
Sources: Credit Agreement (Enviva Inc.)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if after the date of this Agreement, but prior to the first date on which the events described in clauses (A), (B), (C) and (D) of subsection (d) of this Section 2.12 shall have occurred (the “Obligation Termination Date”), any Change in Law shall (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or the Issuing Bank (except or shall impose on such Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement or Eurodollar Loans made by such reserve requirement which is reflected in the Adjusted LIBO Rate), (ii) Lender or any Letter of Credit or participation therein or subject any Recipient to any Taxes (other than (i) Taxes imposed on or with respect to any Excluded payment made by any Loan Party under any Loan Document, which shall be solely governed by Section 2.18, (ii) Other Taxes, and (iii) Other Connection Taxes on gross or any Indemnified net income, profits or receipts (including value-added or similar Taxes, franchise Taxes or Other Taxes indemnifiable under Section 2.20and branch profits Taxes)) on or in respect of its loans, loan payments, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto or (iii) shall impose on such Lender or the Issuing Bank or the London interbank market any other condition (other than Taxes) affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation thereinthereto, and the result of any of the foregoing shall be to increase the cost to such Lender, the Issuing Bank Lender or such other Recipient of making or maintaining any Eurodollar Loan (or, in the case of any Change in Law with respect to Taxes, any Loan) or increase the cost to any Lender, the Issuing Bank or such other Recipient of 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, the Issuing Bank or such other Recipient hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender, the Issuing Bank or such other Recipient to be material, then the applicable Borrower will pay to such Lender, the Issuing Bank or such other Recipient, as the case may be, upon demand such additional amount or amounts as will compensate such Lender, the Issuing Bank or such other Recipient, 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 the adoption after the date hereof, but prior to the Obligation Termination Date, of any Change law, rule, regulation, agreement or guideline regarding capital adequacy, or any change after the date hereof, but prior to the Obligation Termination Date, in Law any such law, rule, regulation, agreement or guideline (whether such law, rule, regulation, agreement or guideline has been adopted) or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or the Issuing Bank or any Lender’s or the Issuing Bank’s holding company with any request or directive regarding capital adequacy (whether or liquidity requirements not having the force of law) of any Governmental Authority 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 made or participations participation in Letters of Credit 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 or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law applicability, adoption, change or compliance (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy or liquidityadequacy) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time the applicable Borrower shall pay to such Lender or the Issuing 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 or the Issuing Bank’s holding company for any such reduction suffered.
(c) A certificate of a Lender, an Lender or the Issuing Bank or such other Recipient setting forth the amount or amounts necessary to compensate such Lender, Lender or the Issuing Bank or such other Recipient or the its holding company of eithercompany, as applicable, as specified in paragraph (a) or (b) above shall be delivered to the applicable Borrower and shall be conclusive absent manifest error. The applicable Borrower shall pay such Lender, Lender or the Issuing Bank or such other Recipient the amount shown as due on any such certificate delivered by it within 10 30 days after its receipt of the same.
(d) Failure or delay on the part of any Lender, Lender or the Issuing Bank or such other Recipient 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, ’s or the Issuing Bank’s or such other Recipient’s right to demand such compensation; provided that the Borrower shall not be compensation under this Section 2.12 for any obligation to compensate any Lender, the Issuing Bank costs incurred or such other Recipient under paragraph (a) or (b) above with respect to increased costs or reductions reduction suffered with respect to any period prior to date so long as such Lender or the Issuing Bank, as applicable, shall have notified the applicable Borrower that it will demand compensation for such costs or reduction under paragraph (c) above, not more than 90 days after the later of (i) such date and (ii) the date on which such Lender or the Issuing Bank, as applicable, shall have become aware of such costs or reduction. Notwithstanding the foregoing, no notification contemplated by the preceding sentence shall in any event be made more than 30 days after the date that is 180 days prior (A) all the Obligations have been indefeasibly paid in full, (B) the Lenders have no further commitment to such request; provided further that the foregoing limitation shall not apply lend to any increased costs or reductions arising out either of the retroactive application Borrowers under this Agreement, (C) the L/C Exposure has been reduced to zero and (D) the Issuing Bank has no further obligation to issue Letters of any Change in Law within such 180-day periodCredit under this Agreement. The protection of this Section 2.14 2.12 shall be available to each Lender, Lender and the Issuing Bank and each other Recipient regardless of any possible contention of the invalidity or inapplicability of the Change in Law law, rule, regulation, agreement, guideline or other change or condition that shall have occurred or been imposed.
Appears in 1 contract
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if any Change in Law shall affecting any Lender or Issuing Bank or any lending office of such Lender’s or Issuing Bank’s holding company, if any, shall
(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or the any Issuing Bank (except any such reserve requirement which is reflected in the Reserve Adjusted LIBO Eurodollar Rate), (ii) subject the Administrative Agent, any Recipient Lender or any Issuing Bank to any Taxes (other than any Excluded Taxes, in connection with this Agreement or any Indemnified Taxes Loan, Letter of Credit or Other Taxes indemnifiable under Section 2.20) on or in respect of its loans, loan payments, letters of credit, commitments, or other obligations, Commitment made hereunder or its deposits, reserves, other liabilities or capital attributable thereto thereto, or change the basis of taxation payments in respect thereof (except, in each case, (A) for Indemnified Taxes or Other Taxes indemnified pursuant to Section 2.20, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) or (iii) shall impose on such Lender or the such Issuing Bank or the London interbank market any other condition (other than Taxes) affecting this Agreement or 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 (other than Taxes) to such Lender, the Lender or such Issuing Bank or such other Recipient of making or maintaining any Eurodollar Loan (or, in the case of any Change in Law with respect to Taxes, any Loan) or increase the cost (other than Taxes) to any Lender, the Lender or any Issuing Bank or such other Recipient of 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, the Lender or such Issuing Bank or such other Recipient hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender, the Issuing Bank or such other Recipient to be material), then the Borrower will pay to such Lender, the Issuing Bank Lender or such other RecipientIssuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Lender, the Issuing Bank Lender or such other RecipientIssuing Bank, as the 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 in Law regarding any capital adequacy or liquidity requirements 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 purchased by such Lender pursuant hereto or the Letters of Credit issued by the such Issuing Bank pursuant hereto to a level below that which such Lender or the such Issuing Bank or such Lender’s or the such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the such Issuing Bank’s policies and the policies of such Lender’s or the such Issuing Bank’s holding company with respect to capital adequacy or liquidity) by an amount deemed by such Lender or the Issuing Bank to be materialadequacy), then from time to time the Borrower shall pay to such Lender or the such Issuing Bank, as the 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, Lender or an Issuing Bank or such other Recipient setting forth in reasonable detail the calculation of the amount or amounts necessary to compensate such Lender, the Lender or such Issuing Bank or such other Recipient or the its holding company of eithercompany, as applicable, as specified in paragraph (a) or (b) above shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender, the Lender or such Issuing Bank or such other Recipient the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same.
(d) Failure or delay on the part of any Lender, the Lender or any Issuing Bank or such other Recipient to demand compensation pursuant to this Section 2.14 for any increased costs incurred or reduction suffered in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s, the Issuing Bank’s or such other RecipientIssuing Bank’s right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender, the Lender or any Issuing Bank or such other Recipient under paragraph (a) or (b) above with respect to increased costs incurred or reductions with respect to any period suffered more than 180 days prior to the date that is 180 days prior such Lender or such Issuing Bank, as applicable, notifies the Borrower of the Change in Law giving rise to such requestincreased costs or reductions and of such Lender’s or Issuing Bank’s intention to claim compensation therefor; provided further that the foregoing limitation shall not apply to any 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, the Issuing Bank and each other Recipient regardless of any possible contention of the invalidity or inapplicability of the Change in Law that shall have occurred or been imposed.
Appears in 1 contract
Sources: Credit Agreement
Reserve Requirements; Change in Circumstances. (a) 3. Notwithstanding any other provision of this Agreement, if any Change in Law shall shall:
(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge deposit or similar requirement against assets of, deposits with or for the account of of, or credit extended by by, any Lender Lender, the Administrative Agent or the Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate), Bank,
(ii) subject any Recipient Lender, the Administrative Agent or any Issuing Bank to any Taxes (other than any Excluded Taxes, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.20Excluded Taxes) on or in respect of its loans, loan paymentsprincipal, letters of credit, commitments, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto or thereto; or
(iii) shall impose on such Lender any Lender, the Administrative Agent or the any Issuing Bank or the London interbank market any other condition (other than Taxes) affecting this Agreement or 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, the Lender or such Issuing Bank or such other Recipient of making or maintaining maintaining, continuing or converting to any Eurodollar Loan (or, in the case or of maintaining its obligation to make any Change in Law with respect to Taxes, any such Loan) or to increase the cost to any Lender, the Administrative Agent or any Issuing Bank or such other Recipient of 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, the Lender or such Issuing Bank or such other Recipient hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by such Lender, the Administrative Agent or such Issuing Bank or such other Recipient to be material, then the Borrower will pay to such Lender, the Administrative Agent or the Issuing Bank or such other RecipientBank, as the case may be, promptly upon demand such additional amount or amounts as will compensate such Lender, Lender or the Issuing Bank or such other RecipientBank, 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 in Law regarding capital adequacy or liquidity requirements 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 made or participations in Letters of Credit 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 or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy or liquidity) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time the Borrower shall pay to such Lender or the Issuing Bank, as the case may be, 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, an Issuing Bank or such other Recipient setting forth the amount or amounts necessary to compensate such Lender, the Issuing Bank or such other Recipient or the holding company of either, as applicable, as specified in paragraph (a) or (b) above shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender, the Issuing Bank or such other Recipient the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same.
(d) Failure or delay on the part of any Lender, the Issuing Bank or such other Recipient 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, the Issuing Bank’s or such other Recipient’s right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender, the Issuing Bank or such other Recipient 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 request; provided further that the foregoing limitation shall not apply to any 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, the Issuing Bank and each other Recipient regardless of any possible contention of the invalidity or inapplicability of the Change in Law that shall have occurred or been imposed.
Appears in 1 contract
Sources: Credit Agreement (NRG Energy, Inc.)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if any Change in Law shall (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or the Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Eurodollar Rate), (ii) subject any Recipient Lender to any Taxes (other than any (A) Indemnified Taxes covered by Section 2.19, (B) Other Taxes and (C) Excluded Taxes, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.20) on or in respect of its loans, loan paymentsprincipal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto thereto, or (iii) shall impose on such Lender or the Issuing Bank or the London interbank market any other condition (other than Taxes) affecting this Agreement or 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, Lender or the Issuing Bank or such other Recipient of making or maintaining any Eurodollar Loan (or, or in the case of (ii) any Change in Law with respect to Taxes, any LoanLoans) or increase the cost to any Lender, the Issuing Bank or such other Recipient Lender of 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, Lender or the Issuing Bank or such other Recipient hereunder (whether of principal, interest or otherwise) ), in each case, by an amount deemed by such Lender, Lender or the Issuing Bank or such other Recipient to be material, then the Borrower Polypore will pay to such Lender, Lender or the Issuing Bank or such other RecipientBank, as the case may be, upon demand such additional amount or amounts as will compensate such Lender, Lender or the Issuing Bank or such other RecipientBank, 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 in Law regarding capital adequacy or liquidity requirements 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 made or participations in Letters of Credit 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 or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy or liquidity) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time the Borrower Polypore shall pay to such Lender or the Issuing 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 or the Issuing Bank’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 Law, regardless of the date enacted, adopted, issued or implemented.
(d) A certificate of a Lender, an Lender or the Issuing Bank or such other Recipient setting forth the amount or amounts necessary to compensate such Lender, Lender or the Issuing Bank or such other Recipient or the its holding company of eithercompany, as applicable, as specified in paragraph (a) or (b) above shall be delivered to the Borrower Polypore and shall be conclusive absent manifest error. The Borrower Polypore shall pay such Lender, Lender or the Issuing Bank or such other Recipient the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same.
(de) Failure or delay on the part of any Lender, Lender or the Issuing Bank or such other Recipient 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, ’s or the Issuing Bank’s or such other Recipient’s right to demand such compensation; provided provided, that the Borrower Polypore shall not be under any obligation to compensate any Lender, Lender or the Issuing Bank or such other Recipient 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 requestrequest 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 provided, further, that the foregoing limitation shall not apply to any 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, Lender and the Issuing Bank and each other Recipient regardless of any possible contention of the invalidity or inapplicability of the Change in Law that shall have occurred or been imposed.
Appears in 1 contract
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreementherein other than Section 2.14(c), if any Change in Law shall shall:
(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of of, or credit extended by or participated in by, any Lender or the Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate), ) or any Issuer;
(ii) impose on any Lender or any Issuer 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, or any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; or
(iii) subject the Administrative Agent, any Recipient Lender or any Issuer to any Taxes (other than any (A) Indemnified Taxes indemnifiable pursuant to Section 2.18 (Taxes) and (B) Excluded Taxes, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.20) on or in respect of its loans, loan paymentsprincipal, letters of credit, commitments, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto or (iii) shall impose on such Lender or the Issuing Bank or the London interbank market any other condition (other than Taxes) affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein, thereto; and the result of any of the foregoing shall be to increase the cost to such LenderLender of funding, the Issuing Bank or such other Recipient of making making, converting, continuing or maintaining any Eurodollar Loan (or, in the case or of maintaining its obligation to make any Change in Law with respect to Taxes, any such Loan) or to increase the cost to any Lender, the Issuing Bank such Lender or such other Recipient Issuer of participating in, issuing or maintaining any Letter of Credit (or purchasing of maintaining its obligation to participate in or maintaining a participation therein to Issue any Letter of Credit) or to reduce the amount of any sum received or receivable by such Lender, the Issuing Bank Lender or such other Recipient Issuer hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender, the Issuing Bank or such other Recipient to be material), then the Borrower (or, with respect to the US Letters of Credit, Holdings) will pay to such Lender, the Issuing Bank Lender or such other RecipientIssuer, as the case may beapplicable, upon demand such additional amount or amounts as will compensate such Lender, the Issuing Bank Lender or such other RecipientIssuer, as the case may be, applicable for such additional costs or expenses incurred or reduction suffered.
(b) If any Lender or the Issuing Bank shall have determined any Issuer reasonably determines that any Change in Law regarding capital adequacy or liquidity requirements has had 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 Lender or the Issuing Bank’s Issuer or any holding company, if any, company of such Lender or Issuer by an amount reasonably determined by such Lender or Issuer or such holding company as a consequence of this Agreement Agreement, the Commitments of each Lender or the Loans made by, or participations in Letters of Credit purchased by held by, such Lender pursuant hereto Lender, or the Letters of Credit issued Issued by the Issuing Bank pursuant hereto to a level below that which such Lender or the Issuing Bank Issuer, or such Lender’s or the Issuing BankIssuer’s holding company could have achieved but for such Change in Law obligations hereunder (taking into consideration such Lender’s or the Issuing BankIssuer’s policies and the policies of such Lender’s or the Issuing Banksuch Issuer’s holding company with respect to capital adequacy and/or liquidity and such Lender’s or liquidity) by an amount deemed by such Lender or the Issuing Bank to be materialIssuer’s desired return on capital), then from time to time upon demand of such Lender or such Issuer (with a copy of such demand to the Administrative Agent), the Borrower (or, with respect to the US Letters of Credit, Holdings) shall pay to such Lender or the Issuing Bank, as the case may be, such Issuer such additional amount or amounts as will compensate such Lender, the Issuing Bank Lender or such Issuer or such Lender’s or the Issuing Banksuch Issuer’s holding company for such reduction; provided that such additional amounts shall not be duplicative of any such reduction sufferedamounts to the extent otherwise paid by Holdings or the Borrower, as the case may be, under any other provision of this Agreement.
(c) A certificate of a Lender, an Issuing Bank each Lender or such other Recipient Issuer setting forth the such amount or amounts as shall be necessary to compensate such Lender, the Issuing Bank Lender or such other Recipient Issuer or the holding company of either, as applicable, its Parent Company as specified in paragraph (a) or (b) above 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 the Borrower and shall be conclusive absent manifest error. Notwithstanding any other provision of this Section 2.12, no Lender shall demand compensation for any increased cost or reduction pursuant to this Section 2.12 in respect of any Change in Law described in the proviso to the definition of the term “Change in Law” unless such certificate states that it is the general policy or practice of such Lender or Issuer to demand such compensation in similar circumstances from similarly-situated borrowers under similar credit facilities (to the extent such Lender or Issuer has the right under such similar credit facilities to do so). The Borrower shall pay such Lender, the Issuing Bank or such other Recipient cause to be paid to each Lender the amount shown as due on any such certificate delivered by it within 10 ten (10) days after its receipt of the same.
(d) Failure Except as provided in this paragraph, failure or delay on the part of any Lender, the Issuing Bank Lender or such other Recipient Issuer to demand compensation for pursuant to this Section 2.12 with respect to any increased costs or reduction in amounts received or receivable or reduction in return on capital period shall not constitute a waiver of such Lender’s, the Issuing Bank’s or such other RecipientIssuer’s right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender, the Issuing Bank or such other Recipient under paragraph (a) or (b) above compensation with respect to increased costs such period or reductions with respect to any period prior to the date that is 180 days prior to such request; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any Change in Law within such 180-day other period. The protection of this Section 2.14 2.12 shall be available to each Lender, the Issuing Bank Lender and to each other Recipient Issuer regardless of any possible contention of the invalidity or inapplicability of the Change in Law that law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed. No Lender or Issuer shall be entitled to compensation under this Section 2.12 for any costs or expenses incurred or reductions suffered with respect to any date unless it shall have notified the Borrower that it will demand compensation for such costs or reductions under paragraph (c) above not more than 120 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 in Law giving rise to such costs, expenses or reductions is retroactive, then the 120 day period referred to above shall be extended to include the period of retroactive effect thereof. In the event the Borrower or Holdings 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 Holdings or the Borrower, as applicable, and shall pay to Holdings or the Borrower, as applicable 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 of this Agreementherein, if after the Amendment Closing Date any Change in Law shall shall:
(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets or liabilities (including “eurocurrency liabilities” as defined in Regulation D of the Board) of, deposits with or for the account of of, or credit extended by or participated in by, any Lender or the Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate), LC Issuer;
(ii) subject any Recipient to any Taxes (other than any Excluded Taxes, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.20) on or in respect of its loans, loan payments, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto or (iii) shall impose on such any Lender or the Issuing Bank LC Issuer or the London interbank market any other condition condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation participations by such Lender therein; or
(iii) subject any Lender or LC Issuer to any Taxes (other than Indemnified Taxes or Excluded Taxes) on its loans, loan principal, letters of credit, commitments or other obligations, or on its 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, the Issuing Bank or such other Recipient Lender of making or maintaining any Eurodollar Loan (or, in the case of any Change in Law with respect interest on which is determined by Term SOFR or to Taxes, any Loan) or increase the cost to such Lender or any LenderLC Issuer of participating in, the Issuing Bank or such other Recipient of 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, the Issuing Bank Lender or such other Recipient LC Issuer hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by such Lender, the Issuing Bank Lender or such other Recipient to be material, then the Borrower will pay to such Lender, the Issuing Bank or such other RecipientLC Issuer, as the case may be, upon demand to be material, then such additional amount or amounts as will compensate such Lender, the Issuing Bank Lender or such other RecipientLC Issuer, as the case may be, for such additional costs incurred or reduction suffered.
will be paid by the applicable Borrower (b) If any Lender or the Issuing Bank shall have determined that any Change in Law regarding capital adequacy or liquidity requirements 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 companyor, if anysuch amount is not attributable to any particular Borrower, as a consequence of this Agreement or the Loans made or participations in Letters of Credit 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 or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy or liquidityCompany) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time the Borrower shall pay to such Lender or the Issuing Bank, as the case may be, 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 sufferedLC Issuer upon demand.
(c) A certificate of a Lender, an Issuing Bank or such other Recipient setting forth the amount or amounts necessary to compensate such Lender, the Issuing Bank or such other Recipient or the holding company of either, as applicable, as specified in paragraph (a) or (b) above shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender, the Issuing Bank or such other Recipient the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same.
(d) Failure or delay on the part of any Lender, the Issuing Bank or such other Recipient 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, the Issuing Bank’s or such other Recipient’s right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender, the Issuing Bank or such other Recipient 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 request; provided further that the foregoing limitation shall not apply to any 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, the Issuing Bank and each other Recipient regardless of any possible contention of the invalidity or inapplicability of the Change in Law that shall have occurred or been imposed.
Appears in 1 contract
Sources: Credit Agreement (Hartford Financial Services Group, Inc.)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if any Change in Law affecting any Lender or Issuing Bank or any lending office of such Lender’s or Issuing Bank’s holding company, if any, shall (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or the any Issuing Bank (except any such reserve requirement which is reflected in the Reserve Adjusted LIBO Eurodollar Rate), (ii) subject the Administrative Agent, any Recipient Lender or any Issuing Bank to any Taxes (other than any Excluded Taxes, in connection with this Agreement or any Indemnified Taxes Loan, Letter of Credit or Other Taxes indemnifiable under Section 2.20) on or in respect of its loans, loan payments, letters of credit, commitments, or other obligations, Commitment made hereunder or its deposits, reserves, other liabilities or capital attributable thereto thereto, or change the basis of taxation payments in respect thereof (except, in each case, (A) for Indemnified Taxes or Other Taxes indemnified pursuant to Section 2.20, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) or (iii) shall impose on such Lender or the such Issuing Bank or the London interbank market any other condition (other than Taxes) affecting this Agreement or 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 (other than Taxes) to such Lender, the Lender or such Issuing Bank or such other Recipient of making or maintaining any Eurodollar Loan (or, in the case of any Change in Law with respect to Taxes, any Loan) or increase the cost (other than Taxes) to any Lender, the Lender or any Issuing Bank or such other Recipient of 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, the Lender or such Issuing Bank or such other Recipient hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender, the Issuing Bank or such other Recipient to be material), then the Borrower Borrowers will pay to such Lender, the Issuing Bank Lender or such other RecipientIssuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Lender, the Issuing Bank Lender or such other RecipientIssuing Bank, as the 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 in Law regarding any capital adequacy or liquidity requirements 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 purchased by such Lender pursuant hereto or the Letters of Credit issued by the such Issuing Bank pursuant hereto to a level below that which such Lender or the such Issuing Bank or such Lender’s or the such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the such Issuing Bank’s policies and the policies of such Lender’s or the such Issuing Bank’s holding company with respect to capital adequacy or liquidity) by an amount deemed by such Lender or the Issuing Bank to be materialadequacy), then from time to time the Borrower Borrowers shall pay to such Lender or the such Issuing Bank, as the 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, Lender or an Issuing Bank or such other Recipient setting forth in reasonable detail the calculation of the amount or amounts necessary to compensate such Lender, the Lender or such Issuing Bank or such other Recipient or the its holding company of eithercompany, as applicable, as specified in paragraph (a) or (b) above shall be delivered to the Administrative Borrower and shall be conclusive absent manifest error. The Borrower Borrowers shall pay such Lender, the Lender or such Issuing Bank or such other Recipient the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same.
(d) Failure or delay on the part of any Lender, the Lender or any Issuing Bank or such other Recipient to demand compensation pursuant to this Section 2.14 for any increased costs incurred or reduction suffered in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s, the Issuing Bank’s or such other RecipientIssuing Bank’s right to demand such compensation; provided that the Borrower Borrowers shall not be under any obligation to compensate any Lender, the Lender or any Issuing Bank or such other Recipient under paragraph (a) or (b) above with respect to increased costs incurred or reductions with respect to any period suffered more than 180 days prior to the date that is 180 days prior such Lender or such Issuing Bank, as applicable, notifies the Administrative Borrower of the Change in Law giving rise to such requestincreased costs or reductions and of such Lender’s or Issuing Bank’s intention to claim compensation therefor; provided further that the foregoing limitation shall not apply to any 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, the Issuing Bank and each other Recipient regardless of any possible contention of the invalidity or inapplicability of the Change in Law that shall have occurred or been imposed.
Appears in 1 contract
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if any Change in Law shall (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or Lender, the Issuing Bank or the Administrative Agent (except any such reserve requirement which is reflected in the Adjusted LIBO Rate), (ii) subject any Recipient to any Taxes (other than any Excluded Taxes, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.20) on or in respect of its loans, loan payments, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto or (iii) shall impose on such Lender or Lender, the Issuing Bank or the Administrative Agent or the London interbank market any other condition (other than Taxes) affecting this Agreement or Eurodollar Loans made by such Lender Lender, any Credit-Linked Deposit 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, the Issuing Bank or such other Recipient the Administrative Agent of making or maintaining any Eurodollar Loan (or, in the case of any Change in Law with respect to Taxes, any Loan) or Credit-Linked Deposit or increase the cost to any Lender, the Issuing Bank or such other Recipient Lender of 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, the Issuing Bank or such other Recipient the Administrative Agent hereunder (whether of principal, interest or otherwise) ), in each case, by an amount deemed by such Lender, the Issuing Bank or such other Recipient the Administrative Agent to be material, then the Borrower will pay to such Lender, the Issuing Bank or such other Recipientthe Administrative Agent, as the case may be, upon demand such additional amount or amounts as will compensate such Lender, the Issuing Bank or such other Recipientthe Administrative Agent, 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 in Law regarding capital adequacy or liquidity requirements 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 made or participations in Letters of Credit 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 or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy or liquidity) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time the Borrower shall pay to such Lender or the Issuing Bank, as the case may be, 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, an Issuing Bank or such other Recipient setting forth the amount or amounts necessary to compensate such Lender, the Issuing Bank or such other Recipient or the holding company of either, as applicable, as specified in paragraph (a) or (b) above shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender, the Issuing Bank or such other Recipient the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same.
(d) Failure or delay on the part of any Lender, the Issuing Bank or such other Recipient 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, the Issuing Bank’s or such other Recipient’s right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender, the Issuing Bank or such other Recipient 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 request; provided further that the foregoing limitation shall not apply to any 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, the Issuing Bank and each other Recipient regardless of any possible contention of the invalidity or inapplicability of the Change in Law that shall have occurred or been imposed.
Appears in 1 contract
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if any Change in Law shall Law: (i) shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or the Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate), ; (ii) subject subjects the Administrative Agent, any Recipient Lender or any other recipient of any payment to be made by or on account of any obligation of a Borrower hereunder to any Taxes (other than any (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes, and (C) Other Connection Taxes that are imposed on or any Indemnified measured by net income (however denominated) or that are franchise Taxes or Other Taxes indemnifiable under Section 2.20branch profits Taxes) on or in respect of its loans, loan paymentsprincipal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto thereto; or (iii) or shall impose on such Lender or the Issuing Bank or the London interbank market any other condition (other than Taxes) affecting this Agreement or 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, the Issuing Bank or such other Recipient of Lender making or maintaining any Eurodollar Loan (or, in the case of any Change in Law with respect to Taxes, any Loan) or increase the cost to any Lender, the Issuing Bank or such other Recipient of issuing or maintaining any Letter of Credit Lender or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender, the Issuing Bank or such other Recipient Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender, the Issuing Bank or such other Recipient Lender to be material, then the Borrower Borrowers will pay to such Lender, the Issuing Bank or such other Recipient, as the case may be, upon demand such additional amount or amounts as will compensate such Lender, the Issuing Bank or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered; provided that in the case of any Change in Law only applicable as a result of the proviso set forth in the definition thereof, such Lender will only be compensated to the extent the applicable Lender is imposing such charges on other generally similarly situated borrowers (but not necessarily all such borrowers) under comparable syndicated credit facilities.
(b) If any Lender or the Issuing Bank shall have determined that any Change in Law regarding capital adequacy or liquidity requirements 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 made or participations in Letters of Credit 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 or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy or and liquidity) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time the Borrower Borrowers shall pay to such Lender or the Issuing Bank, as the 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 holding company for any such reduction suffered.
(c) A certificate of a Lender, an Issuing Bank or such other Recipient Lender setting forth the amount or amounts necessary to compensate such Lender, the Issuing Bank Lender or such other Recipient or the its holding company of eithercompany, as applicable, as specified in paragraph (a) or (b) above above, with calculations thereof, shall be delivered to the Borrower Borrowers and shall be conclusive absent manifest error. The Borrower Borrowers shall pay such Lender, the Issuing Bank or such other Recipient Lender the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same.
(d) Failure or delay on the part of any Lender, the Issuing Bank or such other Recipient Lender 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, the Issuing Bank’s or such other Recipient’s right to demand such compensation; provided that the Borrower Borrowers shall not be under any obligation to compensate any Lender, the Issuing Bank or such other Recipient 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 180 120 days prior to such requestrequest 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 increased costs or reductions arising out of the retroactive application of any Change in Law within such 180120-day period. The protection of this Section 2.14 shall be available to each Lender, the Issuing Bank and each other Recipient Lender regardless of any possible contention of the invalidity or inapplicability of the Change in Law that shall have occurred or been imposed.
Appears in 1 contract
Sources: Term Loan Credit Agreement (Houghton Mifflin Harcourt Co)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if If any Change in Law shall (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of of, or credit extended by or participated in by, any Lender or the Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate), ; (ii) subject any Recipient to any Taxes (other than any Excluded (A) Indemnified Taxes, or any Indemnified (B) Taxes or Other described in clauses (b) through (d) of the definition of Excluded Taxes indemnifiable under Section 2.20and (C) Connection Income Taxes) on or in respect of its loans, loan paymentsprincipal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto thereto; or (iii) shall 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 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, the Issuing Bank Lender or such other Recipient of making making, converting to, continuing or maintaining any Eurodollar Loan (oror of maintaining its obligation to make any such Loan, in the case of any Change in Law with respect to Taxes, any Loan) or increase the cost to any Lender, the Issuing Bank or such other Recipient of 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, the Issuing Bank Lender or such other Recipient hereunder (whether of principal, interest or otherwiseany other amount) by an amount deemed by then, upon request of such LenderLender or other Recipient, the Issuing Bank or such other Recipient to be material, then the Borrower will pay to such Lender, the Issuing Bank Lender or such other Recipient, as the case may be, upon demand such additional amount or amounts as will compensate such Lender, the Issuing Bank Lender or such other Recipient, as the 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 in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, regarding capital adequacy or liquidity requirements requirements, 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, the Commitments of such Lender or the Loans made or participations in Letters of Credit 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 or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy or liquidity) by an amount deemed by such Lender or the Issuing Bank to be materialadequacy), then from time to time the Borrower shall will pay to such Lender or the Issuing Bank, as the 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 holding company for any such reduction suffered.
(c) A certificate of a Lender, an Issuing Bank or such other Recipient Lender setting forth the amount or amounts necessary to compensate such Lender, the Issuing Bank Lender or such other Recipient or the its holding company of eithercompany, as applicablethe case may be, as specified in paragraph (a) or (b) above shall be of this Section 2.14 and delivered to the Borrower and Borrower, shall be conclusive absent manifest error. The Borrower shall pay such Lender, the Issuing Bank or such other Recipient Lender the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the samethereof.
(d) Failure or delay on the part of any Lender, the Issuing Bank or such other Recipient Lender to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital pursuant to this Section 2.14 shall not constitute a waiver of such Lender’s, the Issuing Bank’s or such other Recipient’s right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender, the Issuing Bank or such other Recipient 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 180 120 days prior to such requestrequest 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 increased costs or reductions arising out of the retroactive application of any Change in Law within such 180120-day period. The protection of this Section 2.14 shall be available to each Lender, the Issuing Bank and each other Recipient Lender regardless of any possible contention of the invalidity or inapplicability of the Change in Law that shall have occurred or been imposed.
Appears in 1 contract
Sources: Second Lien Credit Agreement (Magnum Hunter Resources Corp)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if any Change in Law shall shall:
(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of of, or credit extended by or participated in by, any Lender or the Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate), ;
(ii) subject any Recipient Lender to any Taxes (other than Tax of any Excluded Taxeskind whatsoever with respect to this Agreement or any Eurodollar Revolving Loan made by it, or any change the basis of taxation of payments in respect thereof (except for Indemnified Taxes or Other Taxes indemnifiable under indemnified pursuant to Section 2.20) on or in respect 2.20 and the imposition of its loans, loan payments, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto or any Excluded Tax payable by such Lender); or
(iii) shall impose on such any Lender or the Issuing Bank or the London interbank market any other condition (other than Taxes) condition, cost or expense affecting this Agreement or Eurodollar Revolving 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 LenderLender of making, the Issuing Bank or such other Recipient of making converting to, continuing or maintaining any Eurodollar Revolving Loan (oror of maintaining its obligation to make any such Revolving Loan, in the case of any Change in Law with respect or to Taxes, any Loan) or increase the cost to any such Lender, the Issuing Bank or such other Recipient of 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, the Issuing Bank or such other Recipient Lender hereunder (whether of principal, interest or otherwiseany other amount) by an amount deemed by then, upon request of such Lender, the Issuing Bank or such other Recipient to be material, then the Borrower will pay to such Lender, the Issuing Bank or such other Recipient, as the case may be, upon demand Lender such additional amount or amounts as will compensate such Lender, the Issuing Bank or such other Recipient, as the case may be, Lender for such additional costs incurred or reduction suffered.
(b) If any Lender or the Issuing Bank shall have determined that any Change in Law regarding capital adequacy or liquidity requirements 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 made or participations in Letters of Credit 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 or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy or liquidity) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time the Borrower shall pay to such Lender or the Issuing Bank, as the case may be, 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, an Issuing Bank or such other Recipient setting forth the amount or amounts necessary to compensate such Lender, the Issuing Bank or such other Recipient or the holding company of either, as applicable, as specified in paragraph (a) or (b) above shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender, the Issuing Bank or such other Recipient the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same.
(d) Failure or delay on the part of any Lender, the Issuing Bank or such other Recipient 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, the Issuing Bank’s or such other Recipient’s right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender, the Issuing Bank or such other Recipient 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 request; provided further that the foregoing limitation shall not apply to any 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, the Issuing Bank and each other Recipient regardless of any possible contention of the invalidity or inapplicability of the Change in Law that shall have occurred or been imposed.
Appears in 1 contract
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if any Change in Law shall shall: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or the Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate), ; (ii) subject any Recipient Lender to any Taxes (other than any (A) Excluded Taxes, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.20(B) Indemnified Taxes) on or in respect of its loans, loan paymentsprincipal, letters of credit, commitments, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto thereto; or (iii) shall impose on such Lender or the Issuing Bank or the London interbank market any other condition (other than Taxes) affecting this Agreement or 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, the Issuing Bank or such other Recipient Lender of making or maintaining any Eurodollar Loan (or, in the case of any Change in Law with respect to Taxes, any Loan) or increase the cost to any Lender, Lender or the Issuing Bank or such other Recipient of 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, the Issuing Bank or such other Recipient Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender, the Issuing Bank or such other Recipient Lender to be material, then the Borrower Borrowers will pay to such Lender, the Issuing Bank or such other Recipient, as the case may be, upon demand such additional amount or amounts as will compensate such Lender, the Issuing Bank or such other Recipient, 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 in Law regarding capital adequacy or liquidity requirements 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 made or participations in Letters of Credit 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 or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy or liquidity) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time the Borrower shall pay to such Lender or the Issuing Bank, as the case may be, 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, an Issuing Bank or such other Recipient setting forth the amount or amounts necessary to compensate such Lender, the Issuing Bank or such other Recipient or the holding company of either, as applicable, as specified in paragraph (a) or (b) above shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender, the Issuing Bank or such other Recipient the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same.
(d) Failure or delay on the part of any Lender, the Issuing Bank or such other Recipient 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, the Issuing Bank’s or such other Recipient’s right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender, the Issuing Bank or such other Recipient 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 request; provided further that the foregoing limitation shall not apply to any 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, the Issuing Bank and each other Recipient regardless of any possible contention of the invalidity or inapplicability of the Change in Law that shall have occurred or been imposedreceivable.
Appears in 1 contract
Sources: Credit Agreement (Lindblad Expeditions Holdings, Inc.)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if any Change in Law affecting any Lender or Issuing Bank or any lending office of such Lender’s or Issuing Bank’s holding company, if any, shall (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or the any Issuing Bank (except any such reserve requirement which is reflected in the Reserve Adjusted LIBO Eurodollar Rate), (ii) subject the Administrative Agent, any Recipient Lender or any Issuing Bank to any Taxes (other than any Excluded Taxes, in connection with this Agreement or any Indemnified Taxes Loan, Letter of Credit or Other Taxes indemnifiable under Section 2.20) on or in respect of its loans, loan payments, letters of credit, commitments, or other obligations, Commitment made hereunder or its deposits, reserves, other liabilities or capital attributable thereto thereto, or change the basis of taxation payments in respect thereof (except, in each case, (A) for Indemnified Taxes or Other Taxes indemnified pursuant to Section 2.20, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) or (iii) shall impose on such Lender or the such Issuing Bank or the London interbank market any other condition (other than Taxes) affecting this Agreement or 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 (other than Taxes) to such Lender, the Lender or such Issuing Bank or such other Recipient of making or maintaining any Eurodollar Loan (or, in the case of any Change in Law with respect to Taxes, any Loan) or increase the cost (other than Taxes) to any Lender, the Lender or any Issuing Bank or such other Recipient of 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, the Lender or such Issuing Bank or such other Recipient hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender, the Issuing Bank or such other Recipient to be material), then the Borrower BorrowerBorrowers will pay to such Lender, the Issuing Bank Lender or such other RecipientIssuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Lender, the Issuing Bank Lender or such other RecipientIssuing 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 in Law regarding capital adequacy or liquidity requirements 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 made or participations in Letters of Credit 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 or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy or liquidity) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time the Borrower shall pay to such Lender or the Issuing Bank, as the case may be, 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, an Issuing Bank or such other Recipient setting forth the amount or amounts necessary to compensate such Lender, the Issuing Bank or such other Recipient or the holding company of either, as applicable, as specified in paragraph (a) or (b) above shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender, the Issuing Bank or such other Recipient the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same.
(d) Failure or delay on the part of any Lender, the Issuing Bank or such other Recipient 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, the Issuing Bank’s or such other Recipient’s right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender, the Issuing Bank or such other Recipient 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 request; provided further that the foregoing limitation shall not apply to any 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, the Issuing Bank and each other Recipient regardless of any possible contention of the invalidity or inapplicability of the Change in Law that shall have occurred or been imposed.
Appears in 1 contract
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if any Change in Law shall (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or the Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate), (ii) subject any Recipient to any Taxes (other than any Excluded (A) Indemnified Taxes, or any Indemnified (B) Taxes or Other described in clauses (b) through (d) of the definition of Excluded Taxes indemnifiable under Section 2.20and (C) Connection Income Taxes) on or in respect of its loans, loan paymentsprincipal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto or (iii) shall impose on such Lender or the Issuing Bank or the London interbank market any other condition (other than Taxes) affecting this Agreement or 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, the Issuing Bank or such other Recipient of making or maintaining any Eurodollar Loan (or, in the case of any Change in Law with respect to Taxes, any Loan) or increase the cost to any Lender, the Issuing Bank or such other Recipient of 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, the Issuing Bank or such other Recipient hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender, the Issuing Bank or such other Recipient to be material, then the Borrower Borrowers will pay to such Lender, the Issuing Bank or such other Recipient, as the case may be, upon demand such additional amount or amounts as will compensate such Lender, the Issuing Bank or such other Recipient, 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 in Law regarding capital adequacy or liquidity requirements 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 made or participations in Letters of Credit 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 or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy or liquidity) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time the Borrower Borrowers shall pay to such Lender or the Issuing Bank, as the case may be, 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, an Issuing Bank or such other Recipient setting forth the amount or amounts necessary to compensate such Lender, the Issuing Bank or such other Recipient or the holding company of either, as applicable, as specified in paragraph (a) or (b) above shall be delivered to the Lead Borrower and shall be conclusive absent manifest error. The Borrower Borrowers shall pay such Lender, the Issuing Bank or such other Recipient the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same.
(d) Failure or delay on the part of any Lender, the Issuing Bank or such other Recipient 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, the Issuing Bank’s or such other Recipient’s right to demand such compensation; provided that the Borrower Borrowers shall not be under any obligation to compensate any Lender, the Issuing Bank or such other Recipient 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 request; provided further that the foregoing limitation shall not apply to any 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, the Issuing Bank and each other Recipient regardless of any possible contention of the invalidity or inapplicability of the Change in Law that shall have occurred or been imposed.
Appears in 1 contract
Sources: Credit Agreement (Wca Waste Corp)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if after the date of this Agreement any Change change in Law 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 the Issuing Bank of the principal of or interest on any Eurodollar Loan made by such Lender or any Fees or other amounts payable hereunder (other than changes in respect of Taxes or Other Taxes (as each such term is defined in Section 2.20(a)) and taxes expressly excluded from the definition of the term "Taxes" pursuant to clause (i), (ii) or (iii) of Section 2.20(a)), or shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or the Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate), (ii) subject any Recipient to any Taxes (other than any Excluded Taxes, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.20) on or in respect of its loans, loan payments, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto or (iii) shall impose on such Lender or the Issuing Bank or the London interbank market any other condition (other than Taxes) affecting this Agreement or 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, Lender or the Issuing Bank or such other Recipient of making or maintaining any Eurodollar Loan (or, in the case of any Change in Law with respect to Taxes, any Loan) or increase the cost to any Lender, the Issuing Bank or such other Recipient Lender of 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, Lender or the Issuing Bank or such other Recipient hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender, Lender or the Issuing Bank or such other Recipient to be material, then the Borrower will pay to such Lender, Lender or the Issuing Bank or such other RecipientBank, as the case may be, upon demand such additional amount or amounts as will compensate such Lender, Lender or the Issuing Bank or such other RecipientBank, 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 the adoption after the date hereof of any Change law, rule, regulation, agreement or guideline regarding capital adequacy, or any change after the date hereof in Law any such law, rule, regulation, agreement or guideline (whether such law, rule, regulation, agreement or guideline has been adopted) or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or the Issuing Bank or any Lender's or the Issuing Bank's holding company with any request or directive regarding capital adequacy (whether or liquidity requirements not having the force of law) of any Governmental Authority 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 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 or the Issuing Bank or such Lender’s 's or the Issuing Bank’s 's holding company could have achieved but for such Change in Law applicability, adoption, change or compliance (taking into consideration such Lender’s 's or the Issuing Bank’s 's policies and the policies of such Lender’s 's or the Issuing Bank’s 's holding company with respect to capital adequacy or liquidityadequacy) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time the Borrower shall pay to such Lender or the Issuing 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, an Lender or the Issuing Bank or such other Recipient setting forth the amount or amounts necessary to compensate such Lender, Lender or the Issuing Bank or such other Recipient or the its holding company of eithercompany, as applicable, as specified in paragraph (a) or (b) above shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender, Lender or the Issuing Bank or such other Recipient the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same.
(d) Failure or delay on the part of any Lender, Lender or the Issuing Bank or such other Recipient 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, 's or the Issuing Bank’s or such other Recipient’s 's right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender, the Issuing Bank or such other Recipient 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 request; provided further that the foregoing limitation shall not apply to any 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, Lender and the Issuing Bank and each other Recipient regardless of any possible contention of the invalidity or inapplicability of the Change in Law law, rule, regulation, agreement, guideline or other change or condition that shall have occurred or been imposed.
Appears in 1 contract
Sources: Credit Agreement (PSF Holdings LLC)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision If after the date of this AgreementAgreement 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 but with respect to which similarly situated banks generally comply) (any such change, if any Change in Law shall an "INCREASED COST CHANGE")
(i) shall change the basis of taxation of payments to any Bank of the principal of or interest on any Eurodollar Loan, Term Federal Funds Loan, Certificate of Deposit Loan or Fixed Rate Loan made by such Bank or any other fees or amounts payable hereunder (other than (x) taxes imposed [NYCorp;1203895.1] on the overall net income of such Bank by the jurisdiction in which such Bank has its principal or lending office or by any political subdivision or taxing authority therein (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 Bank to comply with any certification, information, documentation, or other reporting requirement), or (ii) shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge deposit or similar requirement against assets of, deposits with or for the account of of, or credit extended by any Lender or the Issuing by, such Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Base CD Rate or the Certificate of Deposit Rate), (ii) subject any Recipient to any Taxes (other than any Excluded Taxes, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.20) on or in respect of its loans, loan payments, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto or (iii) shall impose on such Lender Bank or on the London Interbank Market, the Certificate of Deposit market or the Issuing Bank or the London interbank term Federal funds market any other condition (other than Taxes) affecting this Agreement or any Eurodollar Loans Loan, Term Federal Funds Loan or Certificate of Deposit 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, the Issuing Bank or such other Recipient of making or maintaining any Eurodollar Loan, Term Federal Funds Loan (or, in the case or Certificate of any Change in Law with respect to Taxes, any Loan) or increase the cost to any Lender, the Issuing Bank or such other Recipient of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein Deposit Loan or to reduce the amount of any sum received or receivable by such Lender, the Issuing Bank or such other Recipient hereunder (whether of principal, interest or otherwise) in respect thereof by an amount deemed in good faith by such Lender, the Issuing Bank or such other Recipient to be material, then the Borrower will pay then, subject to such LenderSection 2.09(d) hereof, the Issuing Bank or such other Recipient, as the case may be, upon demand such additional amount or amounts as will compensate such Lender, the Issuing Bank or such other Recipient, as the case may be, for such additional costs incurred increase or reduction sufferedwill be paid by the Company to such Bank as provided in Section 2.09(c) hereof. Any such amount determined pursuant to this Section 2.09(a) shall be computed on the basis of the net effect of any Increased Cost Changes incurred by such Bank from time to time after the Effective Date of this Agreement.
(b) If any Lender or the Issuing Bank shall have determined in good faith that the adoption or issuance, after the date of this Agreement, of any Change in Law applicable law, rule, regulation, guideline, request or directive regarding capital adequacy (whether or liquidity requirements not having the force of law but with respect to which similarly situated banks generally comply) (a "CAPITAL ADEQUACY RULE"), or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof (any such adoption, issuance or change of a Capital Adequacy Rule being called a "CAPITAL ADEQUACY CHANGE"), or compliance therewith by any Bank (or any lending office of such Bank or any corporation controlling such Bank), has or would have the net 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 holding company, if any, as a consequence of this Agreement its commitment to make, or the making or maintaining of, any Loans made or participations in Letters of Credit purchased by such Lender pursuant hereto or the Letters of Credit issued by the Issuing Bank pursuant hereto hereunder to a level below that which such Lender Bank (or the Issuing Bank or any such Lender’s or the Issuing corporation controlling such Bank’s holding company could ) would have achieved but for such Change in Law adoption, change or compliance (taking into consideration such Lender’s or the Issuing Bank’s 's policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy or liquidityand any Capital Adequacy Rule in effect as of the date of this Agreement) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time the Borrower shall Company shall, subject to Section 2.09(d) hereof, pay to such Lender or the Issuing Bank, as the case may be, Bank such additional amount or amounts as will compensate such LenderBank for such reduction as provided in Section 2.09(c) hereof; PROVIDED, HOWEVER, that to the extent (i) a Bank shall increase its level of capital above the level maintained by such Bank on [NYCorp;1203895.1] the date of th▇▇ ▇▇▇▇ement and there has not been a Capital Adequacy Change, or (ii) there has been a Capital Adequacy Change and a Bank shall increase its level of capital by an amount greater than the increase attributable (taking into consideration the same variables taken into consideration in determining the level of capital maintained by such Bank on the date of this Agreement) to such Capital Adequacy Change, the Issuing Bank Company shall not be required to pay any amount or such Lender’s or the Issuing Bank’s holding company for amounts under this Agreement with respect to any such reduction sufferedincrease in capital. Thus, for example, a Bank which is "adequately capitalized" (as such term or any similar term is used by any applicable bank regulatory agency having authority with respect to such Bank) may not require the Company to make payments in respect of increases in such Bank's level of capital made under the circumstances described in clause (i) or (ii) above which improve its capital position from "adequately capitalized" to "well capitalized" (as such term or any similar term is used by any applicable bank regulatory agency having authority with respect to such Bank).
(c) A certificate of a Lender, an Issuing each Bank or such other Recipient setting forth the such amount or amounts as shall be necessary to compensate such Lender, the Issuing Bank (or such other Recipient or the holding company of either, as applicable, Participant pursuant to Section 10.06(b) hereof) as specified in paragraph (a) or (b) above of this Section 2.09, as the case may be, shall be delivered to the Borrower Company at the end of each Calendar Quarter during which such Bank is an Affected Bank and shall upon the taking by the Company in respect of such Bank of one of the actions described in paragraph (e)(ii) or (e)(iv) of this Section 2.09 and shall, if submitted in good faith, be conclusive absent manifest error; PROVIDED that any certificate delivered by a Bank pursuant to this Sec tion 2.09(c) shall (i) in the case of a certificate in respect of amounts payable pursuant to paragraph (a) of this Section 2.09, set forth in reasonable detail the basis for and the calculation of such amounts, and (ii) in the case of a certificate in respect of amounts payable pursuant to paragraph (b) of this Section 2.09, (A) set forth at least the same amount of detail in respect of the calculation of such amount as such Bank provides in similar circumstances to other similarly situated borrowers from such Bank, and (B) include a statement by such Bank that it has allocated to its Revolving Credit Commitment or outstanding Loans a proportionately equal amount of any reduction of the rate of return on such Bank's capital due to a Capital Adequacy Rule as it has allocated to each of its other commitments to lend or to each of its other outstanding loans that are affected similarly by such Capital Adequacy Rule. The Borrower Company shall pay such Lender, the Issuing each Bank or such other Recipient the amount shown as due on any such certificate delivered by it within 10 upon the earlier of (i) the date on which the Company takes one of the actions in respect of any such Bank described in paragraph (e)(ii) or (e)(iv) of this Section 2.09 and (ii) 30 days after its receipt by the Company of the samesuch certificate.
(d) Failure or delay Subject to the following provisions of this Section 2.09(d), failure on the part of any Lender, the Issuing Bank or such other Recipient to demand compensation for any increased costs amounts payable pursuant to para graphs (a) or reduction in amounts received or receivable or reduction in return on capital (b) of this Section 2.09 with respect to any Interest Period shall not constitute a waiver of such Lender’sBank's rights to demand compensation for any such amounts with respect to any other Interest Period. In the case of any Increased Cost Change which is given retroactive effect to a date prior to the adoption thereof, a [NYCorp;1203895.1] Bank shall be entitled to seek compensation in respect thereof pursuant to para graph (a) of this Section 2.09 for the Issuing Bank’s period commencing on such retroactive effective date and ending on the date on which the Company takes one of the actions in respect of such Bank described in paragraph (e)(ii) or (e)(iv) of this Section 2.09; PROVIDED, HOWEVER, that (i) if such other Recipient’s right Bank shall fail to notify the Company within 30 days after the date of official promulgation of such Increased Cost Change that it will demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender, the Issuing period for which such Bank or shall be entitled to seek compensation in respect thereof shall commence on the date which is 30 days prior to such other Recipient under paragraph Bank's notice that it will demand compensation, and (aii) or (b) above with if any Increased Cost Change is given retroactive effect to a date which is more than three months prior to the date of adoption thereof, the Company's liability to pay compensation to such Bank in respect to increased costs or reductions with respect to thereof for any period prior to the date that which is 180 three months prior to the adoption thereof shall, subject to the foregoing clause (i) of this proviso, be equal to 50% of the amount required to compensate such Bank in respect of such Increased Cost Change with respect to such period. In the case of any Increased Cost Change which is given only prospective effect, a Bank shall be entitled to seek compensation in respect thereof pursuant to paragraph (a) of this Section 2.09 for the period commencing on the later of (A) the date on which such Increased Cost Change becomes effective and (B) the date 30 days prior to the notice by such request; provided further Bank that it will demand such compensation, and ending on the foregoing limitation date on which the Company takes one of the actions in respect of such Bank described in paragraph (e)(ii) or (e)(iv) of this Section 2.09. In the case of any Capital Adequacy Change, a Bank shall not apply be entitled to any increased seek compensation in respect thereof pursuant to paragraph (b) of this Section 2.09 only with respect to costs or reductions arising out commencing on the later of (A) the date on which such Capital Adequacy Rule becomes effective and (B) the date 45 days prior to the notice by such Bank that it will demand such compensation, and ending on the date on which the Company takes one of the retroactive application actions in respect of any Change such Bank described in Law within such 180-day period. The protection paragraph (e)(ii) or (e)(iv) of this Section 2.14 2.09.
(e) In the event that any Affected Bank shall be available have given notice that it is entitled to each Lenderclaim compensation pursuant to this Section 2.09, the Issuing Bank and each other Recipient regardless of Company may exercise any possible contention one or more of the invalidity following options:
(i) If any such claim for compensation relates to Loans then being requested by the Company pursuant to a notice of Borrowing as provided in this Article II (or, in the case of claims for compensation pursuant to paragraph (g) of this Section 2.09, any such claim relates to Loans outstanding during the Interest Period most recently ended and the Company has requested Eurodollar Loans pursuant to such a notice of Borrowing), the Company may, not later than 12:00 noon, New York City time, on the day which is three (3) Business Days prior to the date on which the requested Loans were to have been made, in the case of Eurodollar Loans, or inapplicability two (2) Business Days prior to the date on which the requested Loans were to have been made, in the case of Certificate of Deposit Loans, or not later than 9:00 a.m., New York City time, on the Change date on which the requested Loans were to have been made, in Law that shall have occurred or been imposed.the case of Term Federal Funds [NYCorp;1203895.1]
Appears in 1 contract
Sources: Five Year Credit Agreement (Occidental Petroleum Corp /De/)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if any Change in Law affecting any Lender or Issuing Bank or any lending office of such Lender’s or Issuing Bank’s holding company, if any, shall (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or the any Issuing Bank (except any such reserve requirement which is reflected in the Reserve Adjusted LIBO Eurodollar Rate), (ii) subject the Administrative Agent, any Recipient Lender or any Issuing Bank to any Taxes (other than any Excluded Taxes, in connection with this Agreement or any Indemnified Taxes Loan, Letter of Credit or Other Taxes indemnifiable under Section 2.20) on or in respect of its loans, loan payments, letters of credit, commitments, or other obligations, Commitment made hereunder or its deposits, reserves, other liabilities or capital attributable thereto thereto, or change the basis of taxation payments in respect thereof (except, in each case, (A) for Indemnified Taxes or Other Taxes indemnified pursuant to Section 2.20, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) or (iii) shall impose on such Lender or the such Issuing Bank or the London interbank market any other condition (other than Taxes) affecting this Agreement or 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 (other than Taxes) to such Lender, the Lender or such Issuing Bank or such other Recipient of making or maintaining any Eurodollar Loan (or, in the case of any Change in Law with respect to Taxes, any Loan) or increase the cost (other than Taxes) to any Lender, the Lender or any Issuing Bank or such other Recipient of 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, the Lender or such Issuing Bank or such other Recipient hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender, the Issuing Bank or such other Recipient to be material), then the Borrower will pay to such Lender, the Issuing Bank Lender or such other RecipientIssuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Lender, the Issuing Bank Lender or such other RecipientIssuing 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 in Law regarding capital adequacy or liquidity requirements 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 made or participations in Letters of Credit 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 or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy or liquidity) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time the Borrower shall pay to such Lender or the Issuing Bank, as the case may be, 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, an Issuing Bank or such other Recipient setting forth the amount or amounts necessary to compensate such Lender, the Issuing Bank or such other Recipient or the holding company of either, as applicable, as specified in paragraph (a) or (b) above shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender, the Issuing Bank or such other Recipient the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same.
(d) Failure or delay on the part of any Lender, the Issuing Bank or such other Recipient 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, the Issuing Bank’s or such other Recipient’s right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender, the Issuing Bank or such other Recipient 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 request; provided further that the foregoing limitation shall not apply to any 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, the Issuing Bank and each other Recipient regardless of any possible contention of the invalidity or inapplicability of the Change in Law that shall have occurred or been imposed.
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Reserve Requirements; Change in Circumstances. (a) ---------------------------------------------- Notwithstanding any other provision of this Agreement, if after the date of this Agreement any Change change in Law 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 of the principal of or interest on any Eurodollar Loan made by such Lender or any Fees or other amounts payable hereunder (i) other than changes in respect of taxes imposed on the overall net income 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, compulsory loan, insurance charge deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or the Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate), (ii) subject any Recipient to any Taxes (other than any Excluded Taxes, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.20) on or in respect of its loans, loan payments, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto or (iii) shall impose on such Lender or the Issuing Bank or the London interbank market any other condition (other than Taxes) affecting this Agreement or 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, the Issuing Bank or such other Recipient Lender of making or maintaining any Eurodollar Loan (or, in the case of any Change in Law with respect to Taxes, any Loan) or increase the cost to any Lender, the Issuing Bank or such other Recipient of 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, the Issuing Bank or such other Recipient Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender, the Issuing Bank or such other Recipient Lender to be material, then the Borrower Parent will pay to such Lender, the Issuing Bank or such other Recipient, as the case may be, Lender upon demand such additional amount or amounts as will compensate such Lender, the Issuing Bank or such other Recipient, as the case may be, Lender for such additional costs incurred or reduction suffered.
(b) If any Lender or the Issuing Bank shall have determined that any Change in Law regarding capital adequacy or liquidity requirements 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 made or participations in Letters of Credit 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 or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy or liquidity) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time the Borrower shall pay to such Lender or the Issuing Bank, as the case may be, 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, an Issuing Bank or such other Recipient setting forth the amount or amounts necessary to compensate such Lender, the Issuing Bank or such other Recipient or the holding company of either, as applicable, as specified in paragraph (a) or (b) above shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender, the Issuing Bank or such other Recipient the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same.
(d) Failure or delay on the part of any Lender, the Issuing Bank or such other Recipient 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, the Issuing Bank’s or such other Recipient’s right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender, the Issuing Bank or such other Recipient 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 request; provided further that the foregoing limitation shall not apply to any 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, the Issuing Bank and each other Recipient regardless of any possible contention of the invalidity or inapplicability of the Change in Law that shall have occurred or been imposed.
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