Additional Costs. (a) The Company shall pay directly to each Bank from time to time such amounts as such Bank may determine to be necessary to compensate such Bank for any costs that such Bank determines are attributable to its making or maintaining of any Eurodollar Loans or its obligation to make any Eurodollar Loans hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change that: (i) changes the basis of taxation of any amounts payable to such Bank under this Agreement or its Notes (other than taxes imposed on or measured by the overall net income of such Bank or of its Applicable Lending Office by the jurisdiction in which such Bank has its principal office or such Applicable Lending Office); or (ii) imposes or modifies any reserve, special deposit or similar requirements (other than the Reserve Requirement Credit Agreement utilized in the determination of the Eurodollar Rate for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including, without limitation, any of such Loans or any deposits referred to in the definition of "Eurodollar Base Rate" in Section 1.01 hereof), or any commitment of such Bank hereunder (including, without limitation, the Commitment of such Bank); or (iii) imposes any other condition affecting this Agreement or its Notes or its Commitment. If any Bank requests compensation from the Company under this Section 5.01(a), the Company may, by notice to such Bank (with a copy to the Agent), suspend the obligation of such Bank thereafter to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.03A hereof shall be applicable), provided that such suspension shall not affect the right of such Bank to receive the compensation so requested. (b) Without limiting the effect of the provisions of paragraph (a) of this Section 5.01, in the event that, by reason of any Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank that includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank that includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Bank so elects by notice to the Company (with a copy to the Administrative Agent), the obligation of such Bank to make Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the Loans theretofore made by such Bank shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans in accordance with the provisions of Section 5.03A). Credit Agreement (c) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Company shall pay directly to each Bank from time to time on request such amounts as such Bank may determine to be necessary to compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for any costs that it determines are attributable to the maintenance by such Bank (or any Applicable Lending Office or such bank holding company), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) of any court or governmental or monetary authority (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A)), of capital in respect of its Commitment(s) or Loans (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such Bank (or any Applicable Lending Office or such bank holding company) to a level below that which such Bank (or any Applicable Lending Office or such bank holding company) could have achieved but for such law, regulation, interpretation, directive or request). For purposes of this Section 5.01(c), "Basel Accord" shall mean the proposals for risk-based capital framework described by the Basel Committee on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to time or any replacement thereof.
Appears in 1 contract
Sources: Credit Agreement (Enhance Financial Services Group Inc)
Additional Costs. (a) The Company Parent shall pay directly to the Administrative Agent for the account of each Bank Lender from time to time such amounts as such Bank Lender may determine to be necessary to compensate such Bank it for any costs that incurred by such Bank Lender which such Lender determines are attributable to its making making, maintaining, converting or maintaining continuing of any Eurodollar Loans hereunder to the Parent or its obligation to make any Eurodollar of such Loans hereunderhereunder to the Parent, or any reduction in any amount receivable by such Bank hereunder Lender in respect of any of such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "“Additional Costs"”), in each case resulting from any Regulatory Change thatwhich:
(i) subjects the Lender to Taxes on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, or changes the basis of taxation of any amounts payable to such Bank Lender under this Agreement or its Notes in respect of any of such Loans (other than taxes imposed on or measured Indemnified Taxes covered by the overall net income of such Bank or of its Applicable Lending Office by the jurisdiction in which such Bank has its principal office or such Applicable Lending OfficeSection 5.08 hereof and Excluded Taxes); or
(ii) imposes or modifies any reserve, special deposit or similar requirements (other than the Reserve Requirement Credit Agreement utilized in the determination of the Eurodollar Rate for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank Lender (including, without limitation, including any of such Loans or any deposits referred to in the definition of "Eurodollar “Eurocurrency Base Rate" ” in Section 1.01 hereof), or ) (except any commitment reserve requirement reflected in the definition of such Bank hereunder (including, without limitation, the Commitment of such BankEurocurrency Rate); or
(iii) imposes any other condition condition, cost or expense affecting this Agreement (or its Notes any of such extensions of credit or its Commitmentliabilities). Each Lender will notify the Parent through the Administrative Agent of any event occurring after the Effective Date of this Agreement which will entitle such Lender to compensation pursuant to this Section 6.01(a) (an “Additional Cost Event”) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided, that the Parent shall not be obligated to compensate such Lender for any such Additional Costs incurred more than 180 days prior to the time the Lender first notifies the Parent of such Additional Cost Event (or such longer period if such Additional Cost Event is given retroactive effect). Each Lender will furnish the Parent with a statement setting forth the calculations and the basis therefor, in each case in reasonable detail, and amount of each request by such Lender for compensation under this Section 6.01(a). If any Bank Lender requests compensation from the Company Parent under this Section 5.01(a6.01(a), the Company Parent may, by notice to such Bank (with a copy to Lender through the Administrative Agent), suspend the obligation of such Bank thereafter Lender to make or Continue Eurodollar Loans, or additional Loans of the Type for which compensation is requested to Convert Base Rate Loans into Eurodollar Loans, the Parent until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.03A 6.04 hereof shall be applicable), provided that such suspension shall not affect the right of such Bank to receive the compensation so requested.
(b) Without limiting the effect of the foregoing provisions of paragraph (a) of this Section 5.016.01, in the event that, by reason of any Regulatory Change, any Bank Lender either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank that Lender which includes deposits by reference to which the interest rate on Eurodollar Eurocurrency Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank that Lender which includes Eurodollar Eurocurrency Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that which it may hold, then, if such Bank Lender so elects by notice to the Company Parent (with a copy to the Administrative Agent), the obligation of such Bank Lender to make Eurodollar Eurocurrency Loans hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (in which case the provisions of Section 6.04 hereof shall be applicable).
(c) Determinations and allocations by any Lender for purposes of this Section 6.01 of the effect of any Regulatory Change on its costs of maintaining its obligations to make Loans theretofore or of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts required to compensate such Lender in respect of any Additional Costs, shall be conclusive absent manifest error, provided that such determinations and allocations are made by on a reasonable basis.
(d) If any Lender demands compensation under this Section, the Parent may, at any time upon at least three (3) Business Days’ prior notice to such Bank Lender through the Administrative Agent, convert in full the then outstanding Eurocurrency Loans denominated in Dollars of such Lender (in which case the Parent shall bear interest at the Base Rate from be obligated, if such conversion is made on a day that is not the last day of the then current Interest Period for applicable to such Loans affected Eurocurrency Loan, to reimburse such Lender, in accordance with the provisions of Section 5.03A). Credit Agreement
(c) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication)6.05 hereof, the Company shall pay directly to each Bank from time to time on request such amounts as such Bank may determine to be necessary to compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for any costs that it determines are attributable to the maintenance resulting loss or expense incurred by such Bank (or any Applicable Lending Office or such bank holding company), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) of any court or governmental or monetary authority (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A)), of capital in respect of its Commitment(s) or Loans (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such Bank (or any Applicable Lending Office or such bank holding companyit) to a level below that which such Bank (or any Applicable Lending Office or such bank holding company) could have achieved but for such law, regulation, interpretation, directive or request). For purposes of this Section 5.01(c), "Basel Accord" shall mean the proposals for risk-based capital framework described by the Basel Committee on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to time or any replacement thereofan ABR Loan.
Appears in 1 contract
Additional Costs. (a) The Company Within thirty (30) days of any demand therefor, the Borrower shall pay directly to each Bank from time to time on demand such amounts as such Bank may reasonably determine to be necessary to compensate such Bank it for any costs that which such Bank determines are attributable to its making or maintaining of any Eurodollar Eurocurrency Loans under this Agreement or its Note or its obligation to make any Eurodollar such Loans hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "“Additional Costs"”), resulting from any Regulatory Change that:
Change, or any Reserve Requirement for any such Loans which: (i) changes the basis of taxation of any amounts payable to such Bank under this Agreement or its Notes Note in respect of any of such Loans (other than taxes imposed on or measured by the overall net income of such Bank or of its Applicable Lending Office by the jurisdiction in which such Bank has its principal office or such Applicable Lending Officeoffice); or
or (ii) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirements (other than the Reserve Requirement Credit Agreement utilized in the determination of the Eurodollar Rate for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including, without limitation, including any of such Loans or any deposits referred to in the definition of "Eurodollar Base “LIBOR Rate" ” in Section 1.01 hereof), or any commitment of such Bank hereunder (including, without limitation, the Commitment of such Bank1.01); or
or (iii) imposes any other condition affecting this Agreement or its Notes Note (or its Commitmentany of such extensions of credit or liabilities). Each Bank will notify the Borrower of any event occurring after the Original Effective Date which will entitle such Bank to compensation pursuant to this Section 3.01(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. The amount payable to any such Bank shall be computed from the date of the occurrence giving rise to Additional Cost, or the date that is one hundred twenty (120) days prior to the date of demand by such Bank, whichever is later. If any Bank requests compensation from the Company Borrower under this Section 5.01(a3.01(a), or under Section 3.01(c), the Company Borrower may, by notice to such Bank (with a copy to the Agent), suspend the obligation of such Bank thereafter to make or Continue Eurodollar Loans, or maintain Loans of the type with respect to Convert Base Rate Loans into Eurodollar Loans, until the Regulatory Change giving rise to which such request ceases to be in effect compensation is requested (in which case the provisions of Section 5.03A hereof 3.04 shall be applicable), provided that such suspension shall not affect the right of such Bank to receive the compensation so requested.
(b) Without limiting the effect of the foregoing provisions of paragraph (a) of this Section 5.013.01, in the event that, by reason of any Regulatory Change, any Bank either either: (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank that which includes deposits by reference to which the interest rate on Eurodollar Eurocurrency Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank that which includes Eurodollar Loans Eurocurrency Loans, or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that which it may hold, then, if such Bank so elects by notice to the Company Borrower (with a copy to the Administrative Agent), the obligation of such Bank to make Eurodollar Loans of such type hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (in which case the Loans theretofore made by such Bank shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans in accordance with the provisions of Section 5.03A3.04 shall be applicable). Credit Agreement.
(c) Without limiting the effect of the foregoing provisions of this Section 5.01 3.01 (but without duplication), the Company Borrower shall pay directly to each Bank from time to time on request such amounts as such Bank may reasonably determine to be necessary to compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for any costs that which it determines are attributable to the maintenance of capital by such Bank (it or any Applicable Lending Office or such bank holding company), of its Affiliates pursuant to any future law or regulation of any jurisdiction or any interpretation, directive or request (whether or not having the force of law and whether in effect on the Original Effective Date or not failure to comply therewith would be unlawfulthereafter) of any court or governmental or monetary authority (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A)), of capital in respect of its Commitment(s) Loan hereunder or Loans its obligation to make its Loan hereunder (such compensation to include, without limitation, an amount equal to any reduction of the rate of in return on assets or equity of such Bank (or any Applicable Lending Office or such bank holding company) to a level below that which such Bank (or any Applicable Lending Office or such bank holding company) it could have achieved but for such law, regulation, interpretation, directive or request). For Each Bank will notify the Borrower if it is entitled to compensation pursuant to this Section 3.01(c) as promptly as practicable after it determines to request such compensation. The amount payable to any Bank shall be computed from the date of the occurrence entitling such Bank to compensation, or the date that is one hundred twenty (120) days prior to the date of demand by such Bank, whichever is later.
(d) Determinations and allocations by a Bank for purposes of this Section 5.01(c3.01 of the effect of any Regulatory Change pursuant to subsections (a) or (b), "Basel Accord" or of the effect of capital maintained pursuant to subsection (c), on its costs of making or maintaining Loans or its obligation to make Loans, or on amounts receivable by, or the rate of return to, it in respect of Loans or such obligation, and of the additional amounts required to compensate such Bank under this Section 3.01, shall mean the proposals for risk-based capital framework described by the Basel Committee be conclusive, provided that such determinations and allocations are made on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to time or any replacement thereofa reasonable basis.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Hardinge Inc)
Additional Costs. (a) The Company shall pay directly to each Bank from time to time such amounts as such Bank may determine to be necessary to compensate such Bank it for any costs that which such Bank determines are attributable to its making or maintaining of any Eurodollar Loans or its obligation to make any Eurodollar Loans hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any of such Eurodollar Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change thatwhich:
(i) changes the basis of taxation of any amounts payable to such Bank under this Agreement or its Notes Note in respect of any of such Eurodollar Loans (other than taxes imposed on or measured by the overall net income of such Bank or of its Applicable Lending Office for any of such Eurodollar Loans by the jurisdiction in which such Bank has its principal office or such Applicable Lending Office); or
(ii) imposes or modifies any reserve, special deposit or similar requirements (other than the Reserve Requirement Credit Agreement utilized in the determination case of any Bank for any period as to which the Eurodollar Rate for such LoanCompany is required to pay any amount under paragraph (e) below, the reserves against "Eurocurrency liabilities" under Regulation D therein referred to) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including, without limitation, including any of such Eurodollar Loans or any deposits referred to in the definition herein of "Eurodollar Base Rate" in Section 1.01 hereof"), or any commitment of such Bank hereunder (including, without limitation, including the Commitment of such BankBank hereunder); or
(iii) imposes any other condition affecting this Agreement or its Notes Note (or its any of such extensions of credit or liabilities) or Commitment. If any Bank requests compensation from the Company under this Section 5.01(a5.1(a), the Company may, by notice to such Bank (with a copy to the Administrative Agent), suspend the obligation of such Bank thereafter to make or Continue additional Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.03A 5.4 hereof shall be applicable), provided that such suspension shall not affect the right of such Bank to receive the compensation so requested.
(b) Without limiting the effect of the provisions of paragraph (aSection 5.1(a) of this Section 5.01hereof, in the event that, by reason of any Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank that which includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank that which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that which it may hold, then, if such Bank so elects by notice to the Company (with a copy to the Administrative Agent), the obligation of such Bank to make additional Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the Loans theretofore made by such Bank shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans in accordance with the provisions of Section 5.03A5.4 hereof shall be applicable). Credit Agreement.
(c) Without limiting the effect of the foregoing provisions of this Section 5.01 5.1 (but without duplication), the Company shall pay directly to each Bank from time to time on request such amounts as such Bank may determine to be necessary to compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for any costs that which it determines are attributable to the maintenance by such Bank (or any Applicable Lending Office or such bank holding company), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawfullaw) of any court or governmental or monetary authority (i) following any Regulatory Change Change, or (ii) implementing pursuant to any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued after the date hereof by any government or governmental or supervisory authority implementing authority, including any implementation at the national Federal level of the Basel Basle Accord (including, without limitation, including the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. CFR Part 208, Appendix A; ▇▇ ▇.▇.▇. ▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. CFR Part 3, Appendix A)), of capital in respect of its Commitment(s) Commitment, Loans or Loans obligations to issue Letters of Credit or acquire participations hereunder (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such Bank (or any Applicable Lending Office or such bank holding company) to a level below that which such Bank (or any Applicable Lending Office or such bank holding company) could have achieved but for such law, regulation, interpretation, directive or request). For the purposes of this Section 5.01(c5.1(c), "Basel Basle Accord" shall mean the proposals for a risk-based capital framework described by the Basel Basle Committee on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to time or any replacement thereoftime.
Appears in 1 contract
Sources: Credit Agreement (Crown Central Petroleum Corp /Md/)
Additional Costs. (a) The Company Borrower shall pay directly to each Bank Lender from time to time within five Banking Days of demand therefor such amounts as such Bank Lender may reasonably determine to be necessary to compensate such Bank it for any costs that which such Bank Lender determines are attributable to its making or maintaining of any Eurodollar Loans under this Agreement or its Note or its obligation to make any Eurodollar such Loans hereunder, or any reduction in any amount receivable by such Bank Lender hereunder in respect of any such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), ---------------- resulting from any Regulatory Change that:
which: (i) changes the basis of taxation of any amounts payable to such Bank Lender under this Agreement or its Notes Note in respect of any of such Loans (other than taxes imposed on or measured by the overall net income of such Bank Lender or of its Applicable Lending Office for any of such Loans by the jurisdiction in which such Bank Lender has its principal office or such Applicable Lending Office); or
or (ii) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirements (other than the Reserve Requirement Credit Agreement utilized in the determination of the Eurodollar Rate for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including, without limitation, any of such Loans Lender; or any deposits referred to in the definition of "Eurodollar Base Rate" in Section 1.01 hereof), or any commitment of such Bank hereunder (including, without limitation, the Commitment of such Bank); or
(iii) imposes any other condition affecting this Agreement or its Notes Note (or its Commitmentany of such extensions of credit or liabilities). Each Lender will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this (S) 3.01(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. If any Bank Lender requests compensation from the Company Borrower under this Section 5.01(a(S) 3.01(a), or under (S) 3.01(c), the Company Borrower may, by notice to such Bank (Lender with a copy to the Agent), suspend the obligation of such Bank thereafter Lender to make or Continue Eurodollar Loans, or Loans of the type with respect to Convert Base Rate Loans into Eurodollar Loans, until the Regulatory Change giving rise to which such request ceases to be in effect compensation is requested (in which case the provisions of Section 5.03A hereof (S) 3.04 shall be applicable), provided that such suspension shall not affect the right of such Bank to receive the compensation so requested.
(b) Without limiting the effect of the foregoing provisions of paragraph this (aS) of this Section 5.013.01, in the event that, by reason of any Regulatory Change, any Bank Lender either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank that Lender which includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank that Lender which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that which it may hold, then, if such Bank Lender so elects by notice to the Company (Borrower with a copy to the Administrative Agent), the obligation of such Bank Lender to make Eurodollar Loans of such type hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (in which case the Loans theretofore made by such Bank shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans in accordance with the provisions of Section 5.03A(S) 3.04 shall be applicable). Credit Agreement.
(c) Without limiting the effect of the foregoing provisions of this Section 5.01 (S) 3.01 (but without duplication), the Company Borrower shall pay directly to each Bank Lender from time to time on within five Banking Days of request therefor such amounts as such Bank Lender may determine to be necessary to compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) Lender for any costs that which it determines are attributable to the maintenance by such Bank (the Lender or its bank holding company or any Applicable Lending Office or such bank holding company)of its Affiliates, pursuant to any law or regulation of any jurisdiction or any interpretation, directive or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawfullaw) of any court or governmental or monetary authority (i) following any Regulatory Change authority, whether in effect on the date of this Agreement or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A))thereafter, of capital in respect of its Commitment(s) Loans hereunder or its obligation to make Loans hereunder (such compensation to include, without limitation, an amount equal to any reduction of the rate of in return on assets or equity of such Bank (Lender or its bank holding company or any Applicable Lending Office or such bank holding company) of its Affiliates to a level below that which such Bank (or any Applicable Lending Office or such bank holding company) it could have achieved but for such law, regulation, interpretation, directive or request). For Each Lender will notify the Borrower if such Lender is entitled to compensation pursuant to this (S) 3.01(c) as promptly as practicable after it determines to request such compensation.
(d) Determinations and allocations by a Lender for purposes of this Section 5.01(c(S) 3.01 of the effect of any Regulatory Change pursuant to subsections (a) or (b), "Basel Accord" or of the effect of capital maintained pursuant to subsection (c), on its costs of making or maintaining Loans or its obligation to make Loans, or on amounts receivable by, or the rate of return to, it in respect of Loans or such obligation, and of the additional amounts required to compensate such Lender under this (S) 3.01, shall mean be conclusive, provided that such determinations and allocations are made on a reasonable basis. Each Lender demanding payment from the proposals Borrower pursuant to this (S)
3.01 shall furnish to the Borrower at the time of such demand a statement showing the basis for risk-based capital framework described by and the Basel Committee on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence method of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to time or any replacement thereofcalculation of such demand.
Appears in 1 contract
Additional Costs. (a) The Company Borrower shall pay directly to each Bank from time to time such amounts as such Bank may determine to be necessary to compensate it for any reasonable costs incurred by such Bank for any costs that which such Bank determines are directly attributable to its making or maintaining of any Loans subject to Eurodollar Loans Accounts hereunder or its obligation to make any Eurodollar of such Loans hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change thatwhich:
(i) changes the basis of taxation of any amounts payable to such Bank under this Agreement or its Notes in respect of any of such Loans (other than franchise taxes and taxes imposed on or measured by the overall net income of such Bank or of its Applicable Lending Office for any of such Loans by the United States of America or the jurisdiction in which such Bank has its principal office Principal Office or such Applicable Lending Office); or;
(ii) imposes or modifies any reserve, special deposit or similar requirements reserve (other than the Reserve Requirement Credit Agreement utilized in the determination of the Eurodollar Rate for such Loan) Requirement), special deposit, minimum capital, capital ratio, or similar requirement relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Bank (including, without limitation, including any of such Loans or any deposits referred to in the definition of "Eurodollar Base Rate" in Section 1.01 1.1 hereof), or any commitment of such Bank hereunder (including, without limitation, the Commitment of such Bank); or
(iii) imposes any other condition affecting this Agreement or its the Notes or its Commitmentany of such extensions of credit or liabilities or commitments and which results in additional cost or expense to the Bank. Each Bank will notify the Borrower (with a copy to the Agent) of any event occurring after the date of this Agreement which will entitle such Bank to compensation pursuant to this subsection 7.1(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and will designate a different Applicable Lending Office for the Loans affected by such event if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Bank, violate any law, rule, or regulation or be in any way disadvantageous to such Bank. Each Bank will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Bank for compensation under this subsection 7.1(a). If any Bank requests compensation from the Company Borrower under this Section 5.01(asubsection 7.1(a), the Company Borrower may, by notice to such Bank (with a copy to the Agent), ) suspend the obligation of such Bank thereafter to make Loans subject to Eurodollar Accounts or Continue Eurodollar Loans, Accounts as Eurodollar Accounts or to Convert Base Rate Loans Accounts into Eurodollar Loans, Accounts until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.03A 7.4 hereof shall be applicableapplicable with respect to such Eurodollar Accounts), provided that such suspension shall not affect the right of such Bank to receive the compensation so requested.
(b) Without limiting the effect of the foregoing provisions of paragraph (a) of this Section 5.017.1, in the event that, by reason of any Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank that which includes deposits by reference to which the interest rate on the Loans subject to Eurodollar Loans Accounts is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank that which includes Loans subject to Eurodollar Loans Accounts or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that which it may hold, then, if such Bank so elects by notice to the Company Borrower (with a copy to the Administrative Agent), the obligation of such Bank to make Loans subject to Eurodollar Loans Accounts or Continue Eurodollar Accounts as Eurodollar Accounts or Convert Base Rate Accounts into Eurodollar Accounts hereunder shall be suspended until such the Regulatory Change giving rise to such request ceases to be in effect (in which case the Loans theretofore made by such Bank shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans in accordance with the provisions of Section 5.03A7.4 hereof shall be applicable). Credit Agreement.
(c) Without limiting Determinations and allocations by any Bank for purposes of this Section 7.1 of the effect of any Regulatory Change on its costs of maintaining its obligation to make Loans or of making or maintaining Loans or on amounts receivable by it in respect of the foregoing provisions Loans, and of this Section 5.01 (but without duplication), the Company shall pay directly to each Bank from time to time on request such additional amounts as such Bank may determine to be necessary required to compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for any costs that it determines are attributable to the maintenance by such Bank (or any Applicable Lending Office or such bank holding company), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) of any court or governmental or monetary authority (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A)), of capital in respect of its Commitment(s) or Loans (any Additional Costs, shall, absent manifest error, be conclusive, provided that such compensation to include, without limitation, an amount equal to any reduction of the rate of return determinations and allocations are made on assets or equity of such Bank (or any Applicable Lending Office or such bank holding company) to a level below that which such Bank (or any Applicable Lending Office or such bank holding company) could have achieved but for such law, regulation, interpretation, directive or request). For purposes of this Section 5.01(c), "Basel Accord" shall mean the proposals for risk-based capital framework described by the Basel Committee on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to time or any replacement thereofreasonable basis.
Appears in 1 contract
Additional Costs. (a) The Company Iusacell shall pay directly to each Bank from time to time such amounts as such Bank may determine to be necessary to compensate such Bank for any costs that such Bank determines are attributable to its making or maintaining of any Eurodollar Loans Loan or its obligation to make any Eurodollar Loans Loan hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any Loans Loan or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), in each case resulting from any Regulatory Change that:
(i) shall subject such Bank (or the Applicable Lending Office) to any tax, duty or other charge in respect of any Loan or any Note or changes the basis of taxation of any amounts payable to such Bank under this Agreement or its Notes any Note in respect of any Loan (other than taxes imposed excluding changes in the rate of tax on or measured by the overall net income of such Bank or of its such Applicable Lending Office by the jurisdiction in which such Bank has its principal office or such Applicable Lending Office); or
(ii) imposes or modifies any reserve, special deposit or similar requirements (other than the Reserve Requirement Credit Agreement utilized in the determination of the Eurodollar LIBO Rate for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such the Bank (including, without limitation, any of such Loans Loan or any deposits referred to in the definition of "Eurodollar LIBO Base Rate" in Section 1.01 hereof), or any commitment of such Bank hereunder (including, without limitation, the Commitment of such BankBank hereunder); or
(iii) imposes any other condition affecting this Agreement or its Notes any Note (or any of such extensions of credit or liabilities) or its Commitment. If any Bank requests compensation from the Company Iusacell under this Section 5.01(a), the Company Iusacell may, by notice to such Bank (with a copy to the Agent), suspend the obligation of such Bank thereafter to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.03A 5.04 hereof shall be applicable), provided that such suspension shall not affect the right of such Bank to receive the compensation so requested.
(b) Without limiting the effect of the provisions of paragraph (a) of this Section 5.01, in the event that, by reason of any Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank that includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank that includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Bank so elects by notice to the Company (with a copy to the Administrative Agent), the obligation of such Bank to make Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the Loans theretofore made by such Bank shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans in accordance with the provisions of Section 5.03A). Credit Agreement
(c) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Company Iusacell shall pay directly to each Bank from time to time on request such amounts as such Bank may determine to be necessary to compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for any costs that it determines are attributable to the maintenance by such Bank (or any Applicable Lending Office or such bank holding company), ) pursuant to any law or regulation of any jurisdiction or any interpretation, directive or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) of any court or governmental or monetary authority (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued by enacted after the date hereof of any government court or governmental or supervisory monetary authority implementing at the national level the Basel Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A)), of capital in Credit Agreement respect of any Loan of such Bank or its Commitment(s) or Loans Commitment hereunder (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such Bank (or any Applicable Lending Office or such bank holding company) to a level below that which such Bank (or any Applicable Lending Office or such bank holding company) it could have achieved but for such law, regulation, interpretation, directive or request).
(c) Each Bank shall notify Iusacell of any event occurring after the date hereof entitling such Bank to compensation under paragraph (a) or (b) of this Section 5.01 as promptly as practicable, but in any event within 60 days after it obtains actual knowledge thereof; provided that (i) if such Bank fails to give such notice within 60 days after it obtains actual knowledge of such an event, such Bank shall, with respect to compensation payable pursuant to this Section 5.01 in respect of any costs resulting from such event, only be entitled to payment under this Section 5.01 for costs incurred from and after the date 60 days prior to the date that such Bank does give such notice and (ii) such Bank will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Bank, be disadvantageous to such Bank, except that such Bank shall have no obligation to designate an Applicable Lending Office located in the United States of America. For Each Bank will furnish to Iusacell a certificate setting forth the basis and amount of each request by such Bank for compensation under paragraph (a) or (b) of this Section 5.01. Determinations and allocations by any Bank for purposes of this Section 5.01(c)5.01 of the effect of any Regulatory Change pursuant to paragraph (a) or (b) of this Section 5.01 on its costs or rate of return of maintaining any Loan or its obligation to make any Loan, "Basel Accord" shall mean or on amounts receivable by it in respect of any Loan, and of the proposals for risk-based capital framework described by amounts required to compensate the Basel Committee Bank under this Section 5.01, shall, absent manifest error, be conclusive, provided that such determinations and allocations are made on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to time or any replacement thereofa reasonable basis.
Appears in 1 contract
Additional Costs. (a) The Company Borrowers shall pay directly to each Bank from time to time such amounts as such Bank may reasonably determine to be necessary to compensate such Bank it for any costs that incurred by such Bank which such Bank determines are attributable to its making or maintaining of any Eurodollar LIBOR Loans hereunder or its obligation to make any Eurodollar of such Borrower Loans hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any Loans LIBOR Loan or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), in each case resulting from any Regulatory ---------------- Change thatwhich:
(i1) changes the basis of taxation of any amounts payable to such Bank under this Agreement or its the Note or Notes (other than taxes imposed on or measured held by the overall net income of such Bank or in respect of its Applicable Lending Office by the jurisdiction in which such Bank has its principal office or such Applicable Lending Office)any LIBOR Loan; or
(ii2) imposes or modifies any reserve, special deposit or similar requirements (other than the Reserve Requirement Credit Agreement utilized in the determination of the Eurodollar Rate for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including, without limitation, including any of such Loans LIBOR Loan or any deposits referred to in the definition of "Eurodollar Base LIBOR Rate" in Section 1.01 hereofbelow), or . Each Bank will notify the Borrowers of any commitment event occurring after the date of this Agreement which will entitle such Bank hereunder (includingto compensation pursuant to this Section 3.7 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. Such Bank will furnish the Borrowers with a statement, without limitationin reasonable detail, setting forth the Commitment basis and amount of each request by such Bank); or
(iii) imposes any other condition affecting this Agreement or its Notes or its Commitment. If any Bank requests for compensation from the Company under this Section 5.01(a), the Company may, by notice to such Bank (with a copy to the Agent), suspend the obligation of such Bank thereafter to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.03A hereof shall be applicable), provided that such suspension shall not affect the right of such Bank to receive the compensation so requested3.7.
(b) Without limiting the effect of the foregoing provisions of paragraph (a) of this Section 5.01, 3.7 in the event that, by reason of any Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank that which includes deposits by reference to which the interest rate on Eurodollar LIBOR Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank that which includes Eurodollar LIBOR Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that which it may hold, then, if such Bank so elects by notice to the Company (with a copy to the Administrative Agent)Borrowers, the obligation of such Bank to make Eurodollar LIBOR Loans hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (in which case the Loans theretofore made by such Bank shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans in accordance with the provisions of Section 5.03A). Credit Agreementeffect.
(c) Without limiting Determinations and allocations by any Bank for purposes of this Section 3.7 of the effect of any Regulatory Change on its costs of maintaining its obligations to make LIBOR Loans or of making or maintaining LIBOR Loans or on amounts receivable by it in respect of LIBOR Loans, and of the foregoing provisions of this Section 5.01 (but without duplication), the Company shall pay directly to each Bank from time to time on request such additional amounts as such Bank may determine to be necessary required to compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for any costs that it determines are attributable to the maintenance by such Bank (or any Applicable Lending Office or such bank holding company), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) of any court or governmental or monetary authority (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A)), of capital in respect of its Commitment(s) or Loans (any Additional Costs, shall be conclusive absent manifest error, provided that such compensation to includedeterminations and allocations are made on a reasonable basis, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such Bank (or any Applicable Lending Office or such bank holding company) to a level below and provided further that which such Bank (or any Applicable Lending Office or such bank holding company) could have achieved but for such law, regulation, interpretation, directive or request). For purposes of in administering this Section 5.01(c), "Basel Accord" each Bank shall mean not single out the proposals Borrowers for risk-based capital framework described by different treatment but shall deal with them on the Basel Committee on Banking Regulations and Supervisory Practices in same basis as the Bank deals with its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to time or any replacement thereofother customers generally.
Appears in 1 contract
Additional Costs. (a) The Company Borrower shall pay (without duplication of amounts owing under other Sections of this Article V) directly to each Bank from time to time such amounts as such Bank may determine to be necessary to compensate such Bank it for any costs that incurred by such Bank which the Bank determines are attributable to its making or maintaining of any Eurodollar Loans LIBOR Advances hereunder or its obligation to make any Eurodollar Loans of such Advances hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any Loans such Advances or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change thatwhich:
(ia) changes the basis of taxation taxation, of any amounts payable to such Bank under this Agreement or its Notes Revolving Credit Note, Term Loan Note or Swing Line Note in respect of any of such Advances (other than taxes imposed on or measured by the overall net income of such Bank or of its Applicable Lending Office for any of such Advances by the jurisdiction in which such Bank has its principal office or such Applicable Lending Office); or;
(iib) imposes or modifies any reserve, special deposit deposit, minimum capital, capital ratio, or similar requirements (other than the Reserve Requirement Credit Agreement utilized in the determination of the Eurodollar Rate for such Loan) requirement relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such the Bank (including, without limitation, including any of such Loans Advances or any deposits referred to in the definition of "Eurodollar Base RateLIBOR" in Section 1.01 hereof), or any commitment of such Bank hereunder (including, without limitation, the Commitment of such Bank1.1); or
(iiic) imposes any other condition affecting this Agreement, the Revolving Credit Notes, the Term Loan Notes, the Swing Line Note or any of such extensions of credit or liabilities or commitments. Each Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Bank to compensation pursuant to this Section 5.2 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and will designate a different Applicable Lending Office for the Advances affected by such event if such designation will avoid the need for, or its Notes reduce the amount of, such compensation and will not, in the sole opinion of such Bank, violate any law, rule, or its Commitmentregulation or be in any way disadvantageous to such Bank, provided that such Bank shall have no obligation to so designate an Applicable Lending Office located in the United States of America. Each Bank will furnish the Borrower with a certificate setting forth in reasonable detail the basis and the amount of each request of such Bank for compensation under this Section 5.2, and the Borrower shall not be obligated to pay under this Section 5.2 prior to receipt of such certificate. If any a Bank requests compensation from the Company Borrower under this Section 5.01(a)5.2, the Company Borrower may, by notice to such Bank (with a copy to and the Agent), Agent suspend the obligation of such Bank thereafter to make or Continue Eurodollar Loansmaking, or Convert Advances into, Advances of the Type with respect to Convert Base Rate Loans into Eurodollar Loans, which such compensation is requested until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.03A 5.5 hereof shall be applicable). Determinations and allocations by a Bank for purposes of this Section 5.2 of the effect of any Regulatory Change on its costs of maintaining its obligations to make Advances or of making or maintaining Advances or on amounts receivable by it in respect of Advances, and of the additional amounts required to compensate such Bank in respect of any Additional Costs, shall be conclusive absent manifest error, provided that such suspension shall not affect the right of such Bank to receive the compensation so requested.
(b) Without limiting the effect of the provisions of paragraph (a) of this Section 5.01, in the event that, by reason of any Regulatory Change, any Bank either (i) incurs Additional Costs based determinations and allocations are made on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank that includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank that includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Bank so elects by notice to the Company (with a copy to the Administrative Agent), the obligation of such Bank to make Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the Loans theretofore made by such Bank shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans in accordance with the provisions of Section 5.03A). Credit Agreement
(c) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Company shall pay directly to each Bank from time to time on request such amounts as such Bank may determine to be necessary to compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for any costs that it determines are attributable to the maintenance by such Bank (or any Applicable Lending Office or such bank holding company), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) of any court or governmental or monetary authority (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A)), of capital in respect of its Commitment(s) or Loans (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such Bank (or any Applicable Lending Office or such bank holding company) to a level below that which such Bank (or any Applicable Lending Office or such bank holding company) could have achieved but for such law, regulation, interpretation, directive or request). For purposes of this Section 5.01(c), "Basel Accord" shall mean the proposals for risk-based capital framework described by the Basel Committee on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented reasonable basis and in effect from time to time or any replacement thereofgood faith.
Appears in 1 contract
Additional Costs. (ai) The Company shall pay directly to each Bank from time to time such amounts as such Bank may determine to be necessary to compensate such Bank subject any Lender (or its Applicable Lending Office for any costs that of such Bank determines are attributable Loans) to its making any tax, duty or maintaining other charge in respect of any Eurodollar such Loans or its obligation to make any Eurodollar Loans hereunder, Notes or any reduction in any amount receivable by such Bank hereunder in respect of any Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change that:
(i) changes the basis of taxation of any amounts payable to such Bank Lender under this Agreement or its Notes in respect of any of such Loans (other than taxes imposed excluding changes in the rate of tax on or measured by the overall net income of such Bank Lender or of its such Applicable Lending Office by the jurisdiction in which such Bank Lender has its principal office or such Applicable Lending Office); or
(ii) imposes or modifies any reserve, special deposit or similar requirements (other than the Reserve Requirement Credit Agreement utilized in the determination of the Eurodollar Rate for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank Lender (including, without limitation, any of such Loans or any deposits referred to in the definition of "Eurodollar Base Rate" in Section 1.01 hereof), or any commitment of such Bank hereunder Lender (including, without limitation, the Commitment Commitments of such BankLender hereunder); or
(iii) imposes any other condition affecting this Agreement or its Notes (or any of such extensions of credit or liabilities) or its CommitmentCommitments. If any Bank Lender requests compensation from the Company Borrower under this Section 5.01(a), the Company Borrower may, by notice to such Bank Lender (with a copy to the Administrative Agent), suspend the obligation of such Bank Lender thereafter to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.03A 5.04 hereof shall be applicable), provided that such suspension shall not affect the right of such Bank -------- Lender to receive the compensation so requested.
(b) Without limiting the effect of the provisions of paragraph (a) of this Section 5.01, in the event that, by reason of any Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank that includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank that includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Bank so elects by notice to the Company (with a copy to the Administrative Agent), the obligation of such Bank to make Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the Loans theretofore made by such Bank shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans in accordance with the provisions of Section 5.03A). Credit Agreement
(c) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Company Borrower shall pay directly to each Bank Lender from time to time on request such amounts as such Bank Lender may determine to be necessary to compensate such Bank Lender (or, without duplication, the bank holding company of which such Bank Lender is a subsidiarySubsidiary) for any costs that it determines are attributable to the maintenance by such Bank Lender (or any Applicable Lending Office or such bank holding company), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) of any court or governmental or monetary authority (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A))Basle Accord, of capital in respect of its Commitment(s) Commitments or Loans (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such Bank Lender (or any Applicable Lending Office or such bank holding company) to a level below that which such Bank Lender (or any Applicable Lending Office or such bank holding company) could have achieved but for such law, regulation, interpretation, directive or request).
(c) Each Lender shall notify the Borrower of any event occurring after the date hereof entitling such Lender to compensation under paragraph (a) or (b) of this Section 5.01 as promptly as practicable, but in any event within 45 days, after such Lender obtains actual knowledge thereof; provided that (i) -------- if any Lender fails to give such notice within 45 days after it obtains actual knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.01 in respect of any costs resulting from such event, only be entitled to payment under this Section 5.01 for costs incurred from and after the date 45 days prior to the date that such Lender does give such notice and (ii) each Lender will designate a different Applicable Lending Office for the Loans of such Lender affected by such event if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, be disadvantageous to such Lender, except that such Lender shall have no obligation to designate an Applicable Lending Office located in the United States of America. For Each Lender will furnish to the Borrower a certificate setting forth the basis and amount of each request by such Lender for compensation under paragraph (a) or (b) of this Section 5.01. Determinations and allocations by any Lender for purposes of this Section 5.01(c)5.01 of the effect of any Regulatory Change pursuant to paragraph (a) of this Section 5.01, "Basel Accord" or of the effect of capital maintained pursuant to paragraph (b) of this Section 5.01, on its costs or rate of return of maintaining Loans or its obligation to make Loans, or on amounts receivable by it in respect of Loans, and of the amounts required to compensate such Lender under this Section 5.01, shall mean the proposals for risk-based capital framework described by the Basel Committee be conclusive, provided that such determinations and allocations are -------- made on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to time or any replacement thereofa reasonable basis.
Appears in 1 contract
Additional Costs. (a1) The Company shall pay directly to each Bank Funding Party from time to time such amounts as such Bank Funding Party may determine to be necessary to compensate such Bank Funding Party for any costs actually incurred by such Funding Party that such Bank Funding Party determines are attributable to its making or maintaining of any Eurodollar Loans Advances or its obligation to make any Eurodollar Loans hereunderAdvances under the Operative Documents, or any reduction in any amount receivable by such Bank hereunder Funding Party under the Operative Documents in respect of any Loans of such Advances or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional CostsADDITIONAL COSTS"), resulting from any Regulatory Change that:
(iA) shall subject any Funding Party (or its Applicable Lending Office for any of such Advances) to any tax, duty or other charge in respect of such Funded Amounts or changes the basis of taxation of any amounts payable to such Bank Funding Party under this Agreement or its Notes the Operative Documents in respect of any of such Funded Amounts (other than excluding (A) franchise taxes imposed on it or measured by (B) changes in the rate of tax on the overall net income of such Bank Funding Party or of its such Applicable Lending Office Office, in each case, by the jurisdiction in which such Bank Funding Party has its principal office or such Applicable Lending Office); or
(iiB) imposes or modifies any reserve, special deposit or similar requirements (other than the Reserve Requirement Credit Agreement utilized than, in the determination case of any Funding Party for any period as to which the Eurodollar Rate for such LoanCompany is required to pay any amount under PARAGRAPH 5) below, the reserves and "Eurocurrency liabilities" under Regulation D referred to therein) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank Funding Party (including, without limitation, any of such Loans Advances or any deposits referred to in the definition of "Eurodollar Base Rate" in Section 1.01 hereof), ") or any commitment of such Bank hereunder Funding Party (including, without limitation, the Commitment Commitments of such BankFunding Party hereunder); or
(iiiC) imposes any other condition affecting this Agreement the Operative Documents (or any of such extensions of credit or liabilities) or its Notes or its CommitmentCommitments. If any Bank Funding Party requests compensation from the Company under this Section 5.01(aSECTION 7.5(B), the Company may, by notice to such Bank Funding Party (with a copy to the Administrative Agent), suspend the obligation of such Bank Funding Party thereafter to make or Continue continue Eurodollar LoansAdvances, or to Convert convert Base Rate Loans Advances into Eurodollar LoansAdvances, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.03A SECTION 7.5(E) hereof shall be applicable), provided PROVIDED that such suspension shall not affect the right of such Bank Funding Party to receive the compensation so requested.
(b2) Without limiting the effect of the other provisions of paragraph (a) of this Section 5.01SECTION 7.5(B), in the event that, by reason of any Regulatory Change, any Bank Funding Party either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank Funding Party that includes deposits by reference to which the interest rate on Eurodollar Loans Advances is determined as provided in this Master Agreement or a category of extensions of credit or other assets of such Bank Funding Party that includes Eurodollar Loans Advances or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Bank Funding Party so elects by notice to the Company (with a copy to the Administrative Agent), the obligation of such Bank Funding Party to make or continue, or to convert Base Rate Advances into, Eurodollar Loans Advances hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the Loans theretofore made by such Bank shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans in accordance with the provisions of Section 5.03ASECTION 7.5(E) hereof shall be applicable). Credit Agreement.
(c3) Without limiting the effect of the foregoing provisions of this Section 5.01 SECTION 7.5(B) (but without duplication), the Company shall pay directly to each Bank Funding Party from time to time on request such amounts as such Bank Funding Party may determine to be necessary to compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for any costs that it determines are attributable to the maintenance by such Bank (or any Applicable Lending Office or such bank holding company), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) of any court or governmental or monetary authority (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A)), of capital in respect of its Commitment(s) or Loans (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such Bank (or any Applicable Lending Office or such bank holding company) to a level below that which such Bank (or any Applicable Lending Office or such bank holding company) could have achieved but for such law, regulation, interpretation, directive or request). For purposes of this Section 5.01(c), "Basel Accord" shall mean the proposals for risk-based capital framework described by the Basel Committee on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to time or any replacement thereof.such
Appears in 1 contract
Additional Costs. (a) The Company Borrower shall pay directly to each Bank Lender from time to time such amounts as such Bank may determine to be are necessary to compensate such Bank Lender for any increase in costs that such Bank determines are attributable to its making or maintaining of any Eurodollar Loans to the Borrower or its obligation to make any Eurodollar Loans hereunderhereunder to the Borrower, or any reduction in any amount receivable by such Bank Lender hereunder in respect of any of such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), in each case, from those costs and amounts receivable existing on the date hereof, resulting from any Regulatory Change that:
(i) changes the basis of taxation of any amounts payable to such Bank under this Agreement or its Notes (other than taxes imposed on or measured by the overall net income of such Bank or of its Applicable Lending Office by the jurisdiction in which such Bank has its principal office or such Applicable Lending Office); or
(ii) imposes or modifies any reserve, special deposit or similar requirements (other than the Reserve Requirement Credit Agreement utilized in the determination requirements, including any application of the Eurodollar Rate for such Loan) Regulation D requirement, relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank Lender (including, without limitation, including any of such Loans or any deposits referred to in the definition of "Eurodollar Base LIBOR Rate" in Section 1.01 hereof1.01), or any commitment of such Bank hereunder Lender (including, without limitation, including the Commitment of such BankLender hereunder); or
(iiiii) imposes or any Lender or the London interbank market any other condition affecting this Agreement or its Notes or its Commitment. If any Bank requests compensation from the Company under this Section 5.01(a), the Company may, Loans made by notice to such Bank (with a copy to the Agent), suspend the obligation of such Bank thereafter to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.03A hereof shall be applicable), provided that such suspension shall not affect the right of such Bank to receive the compensation so requestedLender.
(b) Without limiting the effect of the provisions of paragraph (a) of this Section 5.01, in the event that, by reason of any Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank that includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank that includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Bank so elects by notice to the Company (with a copy to the Administrative Agent), the obligation of such Bank to make Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the Loans theretofore made by such Bank shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans in accordance with the provisions of Section 5.03A). Credit Agreement
(c) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Company Borrower shall pay directly to each Bank Lender from time to time on request such amounts as such Bank Lender may determine in good faith to be necessary to compensate such Bank Lender (or, without duplication, the bank holding company of which such Bank Lender is a subsidiary) for any increase in costs that it in good faith determines are is attributable to the maintenance by such Bank Lender (or any Applicable Lending Office or such bank holding company), pursuant to any law or regulation or any interpretation, directive directive, guideline or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) of or by any court or governmental governmental, monetary, fiscal or monetary other authority (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued after the date of this Agreement by any government or governmental or supervisory authority implementing at the national level the Basel Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A))Basle Accord, of capital in respect of its Commitment(s) Commitment or Loans (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such Bank Lender (or any Applicable Lending Office or such bank holding company) to a level below that which such Bank Lender (or any Applicable Lending Office or such bank holding company) could have achieved but for such law, regulation, interpretation, directive directive, guideline or request). For purposes of this Section 5.01(c5.01(b), "Basel Basle Accord" shall mean the proposals for risk-based capital framework described by the Basel Basle Committee on Banking Commercial Banks Loan Agreement Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to time or any replacement thereof.
Appears in 1 contract
Additional Costs. (a) The Company Borrower shall pay directly within five (5) Business Days of the request therefor to each Agent for the account of such Bank from time to time such amounts as such Bank may determine to be necessary to compensate such Bank it for any costs that incurred by such Bank which such Bank determines are attributable to its making or maintaining of any Eurodollar Loans Advances hereunder or its obligation to make any Eurodollar Loans of such Advances hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any Loans such Advances or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change thatwhich:
(i) changes the basis of taxation of any amounts payable to such Bank under this Agreement or its Notes Note in respect of any of such Advances (other than taxes imposed on or measured by the overall net income of such Bank or of its Applicable Lending Office for any of such Advances by the jurisdiction in which such Bank has its principal office or such Applicable Lending Office); or;
(ii) imposes or modifies any reserve, special deposit deposit, minimum capital, capital ratio, or similar requirements (other than the Reserve Requirement Credit Agreement utilized in the determination of the Eurodollar Rate for such Loan) requirement relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Bank (including, without limitation, including any of such Loans Advances or any deposits referred to in the definition of "Eurodollar Base Rate" in Section 1.01 1.1 hereof), or any commitment of such Bank hereunder (including, without limitation, the Commitment of such Bank); or
(iii) imposes any other condition affecting this Agreement or its the Notes or its Commitmentany of such extensions of credit or liabilities or commitments. Each Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Bank to compensation pursuant to this Section 4.1(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and will designate a different Applicable Lending Office for the Advances affected by such event if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Bank, violate any law, rule, or regulation or be in any way disadvantageous to such Bank, provided that such Bank shall have no obligation to so designate an Applicable Lending Office located in the United States of America. Each Bank will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Bank for compensation under this Section 4.1(a). If any Bank requests compensation from the Company Borrower under this Section 5.01(a4.1(a), the Company Borrower may, by notice to such Bank (with a copy to the Agent), ) suspend the obligation of such Bank thereafter to make or Continue Eurodollar Loansmaking, or Convert Advances into, Advances of the Type with respect to Convert Base Rate Loans into Eurodollar Loans, which such compensation is requested until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.03A 4.4 hereof shall be applicable), provided that such suspension shall not affect the right of such Bank to receive the compensation so requested.
(b) Without limiting the effect of the foregoing provisions of paragraph (a) of this Section 5.014.1, in the event that, by reason of any Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank that which includes deposits by reference to which the interest rate on Eurodollar Loans Advances is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank that which includes Eurodollar Loans Advances or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that which it may hold, then, if such Bank so elects by notice to the Company Borrower (with a copy to the Administrative Agent), the obligation of such Bank to make Eurodollar Loans or Continue making, or Convert Advances into, Advances of such Type hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the Loans theretofore made by such Bank shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans in accordance with the provisions of Section 5.03A4.4 hereof shall be applicable). Credit Agreement.
(c) Without limiting Determinations and allocations by any Bank for purposes of this Section 4.1 of the effect of any Regulatory Change on its costs of maintaining its obligations to make Advances or of making or maintaining Advances or on amounts receivable by it in respect of Advances, and of the foregoing provisions of this Section 5.01 (but without duplication), the Company shall pay directly to each Bank from time to time on request such additional amounts as such Bank may determine to be necessary required to compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for any costs that it determines are attributable to the maintenance by such Bank (or any Applicable Lending Office or such bank holding company), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) of any court or governmental or monetary authority (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A)), of capital in respect of its Commitment(s) or Loans (any Additional Costs, shall be conclusive, provided that such compensation to include, without limitation, an amount equal to any reduction of the rate of return determinations and allocations are made on assets or equity of such Bank (or any Applicable Lending Office or such bank holding company) to a level below that which such Bank (or any Applicable Lending Office or such bank holding company) could have achieved but for such law, regulation, interpretation, directive or request). For purposes of this Section 5.01(c), "Basel Accord" shall mean the proposals for risk-based capital framework described by the Basel Committee on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to time or any replacement thereofreasonable basis.
Appears in 1 contract
Additional Costs. (ai) The Company Borrower shall pay directly to each Bank from time to time such amounts as such Bank may determine to be necessary to compensate such Bank it for any costs that incurred by such Bank which such Bank determines are attributable to its making or maintaining of any Eurodollar LIBOR Loans or its obligation to make any Eurodollar Loans hereunder, Revolving Commitment hereunder or any reduction in any amount receivable by such Bank hereunder in respect of any of such Loans or such obligation Revolving Commitments (such increases in costs and reductions in amounts receivable being herein called "“Additional Costs"”), resulting from any Regulatory Change that:
which: (i) changes the basis of taxation of any amounts payable to such Bank under this Agreement or its Notes Note in respect of any of such Loans (other than taxes imposed on or measured by the overall net income of such Bank or of its Applicable Lending Office for any of such Loans by the jurisdiction in which such Bank has its principal office or such Applicable Lending Office); or
or (ii) imposes or modifies any reserve, special deposit or similar requirements (other than the Reserve Requirement Credit Agreement utilized in the determination of the Eurodollar Rate for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including, without limitation, any of such Loans or including any deposits referred to in the definition of "Eurodollar Base Rate" “LIBOR” in Section 1.01 Article 1 hereof), ; or any commitment of such Bank hereunder (including, without limitation, the Commitment of such Bank); or
(iii) imposes any other condition conditions affecting this Agreement or its Notes or its Commitmentin respect of the LIBOR Loans. If Each Bank will notify the Borrower and the Agent of any event occurring after the date of this Agreement which will entitle such Bank requests to compensation pursuant to this Section 2.20(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. Each Bank will furnish the Borrower and the Agent with a certificate setting forth the basis and amount of each request for such Bank for compensation from the Company Borrower under this Section 5.01(a2.20(a), the Company . The Borrower may, by notice to such Bank (with a copy to the Agent), suspend the obligation of require that such Bank thereafter Bank’s LIBOR Loans with respect to make or Continue Eurodollar Loans, or to Convert which such compensation is so requested be converted into Base Rate Loans into Eurodollar Loans, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of accordance with Section 5.03A hereof shall be applicable), provided that such suspension shall not affect the right of such Bank to receive the compensation so requested2.23 hereof.
(bii) Without limiting the effect of the foregoing provisions of paragraph (a) of this Section 5.012.20, in the event that, by reason of any Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank that which includes deposits by reference to which the interest rate on Eurodollar LIBOR Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank that which includes Eurodollar LIBOR Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that which it may hold, then, if such Bank so elects by notice to the Company Borrower (with a copy to the Administrative Agent), the obligation of such Bank to make Eurodollar LIBOR Loans, and to convert Base Rate Loans into LIBOR Loans hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (in which case the and all LIBOR Loans theretofore made by of such Bank then outstanding shall bear interest at the be converted into Base Rate from the last day of the then current Interest Period for such Loans in accordance with the provisions of Section 5.03A2.23 hereof). Credit Agreement.
(cb) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Company shall pay directly to each Bank from time to time on request such amounts as such Bank may determine to be necessary to compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for If any costs that it determines are attributable to the maintenance by such Bank (existing or any Applicable Lending Office or such bank holding company), pursuant to any future law or regulation or the interpretation thereof by any interpretationcourt or Governmental Authority charged with the administration thereof, or compliance by any Bank with any request or directive or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawfullaw) of any court such authority, either imposes, modifies, deems applicable or governmental results in the application of, any capital maintenance, capital ratio or monetary authority (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other similar requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued against loan commitments made by any government Bank and the result thereof is to impose upon such Bank or governmental or supervisory authority implementing at the national level the Basel Accord (including, without limitation, the Final Risk-Based Capital Guidelines increase any capital requirement applicable as a result of the Board making or maintenance of Governors such Bank’s Revolving Commitment (which imposition of or increase in capital requirements may be determined by the Bank’s reasonable allocation of the Federal Reserve System (12 C.F.R. Part 208aggregate of such capital impositions or increases) then, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A)), of capital in respect of its Commitment(s) or Loans (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of upon demand by such Bank (a copy of which demand shall be delivered to the Agent), the Borrower shall immediately pay to the Bank from time to time specified by the Bank, such additional fees as shall be sufficient to compensate the Bank for such imposition of or any Applicable Lending Office or such bank holding company) to increase in capital requirements. Such Bank will furnish the Borrower and the Agent with a level below that which certificate setting forth the basis and amount of each request by such Bank for compensation from the Borrower under this Section 2.20(b).
(or c) Determinations by any Applicable Lending Office or such bank holding company) could have achieved but Bank for such law, regulation, interpretation, directive or request). For purposes of this Section 5.01(c)2.20 of the effect of any Regulatory Change on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, "Basel Accord" and of the additional amounts required to compensate such Bank in respect of any Additional Costs, shall mean the proposals for risk-based capital framework described by the Basel Committee on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988be conclusive, as amended, modified and supplemented and in effect from time to time or any replacement thereofabsent manifest error.
Appears in 1 contract
Sources: Credit Agreement (National Consumer Cooperative Bank /Dc/)
Additional Costs. (a) The Subject to Section 12.8, the Company shall pay directly to each Bank the Agent, on demand, for the account of such Bank, from time to time such amounts as such any Bank may reasonably determine to be necessary to compensate such Bank it for any costs that incurred by such Bank which such Bank reasonably determines are attributable to its making or maintaining of any Eurodollar Loans Loan hereunder or its obligation to make or maintain any Eurodollar Loans such Loan hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any of such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), in each case resulting from any Regulatory Change thatwhich:
(i1) subjects such Bank (or makes it apparent that such Bank is subject) to any tax (including any United States interest equalization tax), levy, impost, duty, charge or fee (collectively, "Taxes"), or any deduction or withholding for any Taxes on or from the payment due under any Eurodollar Loan or other amounts due hereunder, other than income and franchise taxes of the jurisdiction (or any subdivision thereof) in which such Bank has an office or its Applicable Lending Office; or
(2) changes the basis of taxation of any amounts payable to such Bank under this Agreement or its Notes (Note in respect of any of such Loans, other than changes which affect taxes measured by or imposed on or measured by the overall net income or franchise taxes of such Bank or of its Applicable Lending Office for any of such Loans by the jurisdiction (or any subdivision thereof) in which such Bank has its principal an office or such Applicable Lending Office); or
(ii3) imposes or modifies or increases or deems applicable any Statutory Reserves or any other reserve, special deposit or similar requirements requirement (other than including any such requirement imposed by the Reserve Requirement Credit Agreement utilized in the determination of the Eurodollar Rate for such LoanBoard) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including, without limitation, any of such Loans or any deposits referred to in the definition of "Eurodollar Base Rate" in Section 1.01 hereof), or any commitment of such Bank hereunder (including, without limitation, the Commitment of such Bank); or
(iii) imposes any other condition affecting this Agreement or its Notes or its Commitment. If any Bank requests compensation from the Company under this Section 5.01(a), the Company may, by notice to such Bank (with a copy to the Agent), suspend the obligation of such Bank thereafter to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.03A hereof shall be applicable), provided that such suspension shall not affect the right of such Bank to receive the compensation so requested.
(b) Without limiting the effect of the provisions of paragraph (a) of this Section 5.01, in the event that, by reason of any Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank that includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank that includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Bank so elects by notice to the Company (with a copy to the Administrative Agent), the obligation of such Bank to make Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the Loans theretofore made by such Bank shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans in accordance with the provisions of Section 5.03A). Credit Agreement
(c) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Company shall pay directly to each Bank from time to time on request such amounts as such Bank may determine to be necessary to compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for any costs that it determines are attributable to the maintenance by such Bank (or any Applicable Lending Office or such bank holding company), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) of any court or governmental or monetary authority (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A)), of capital in respect of its Commitment(s) or Loans (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such Bank (or any Applicable Lending Office or such bank holding company) to a level below that which such Bank (or any Applicable Lending Office or such bank holding company) could have achieved but for such law, regulation, interpretation, directive or request). For purposes of this Section 5.01(c), "Basel Accord" shall mean the proposals for risk-based capital framework described by the Basel Committee on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to time or any replacement thereof.other
Appears in 1 contract
Additional Costs. (a) The Company Borrowers shall pay directly to each Bank Lender from time to time within five Banking Days of demand therefor such amounts as such Bank Lender may reasonably determine to be necessary to compensate such Bank it for any costs that which such Bank Lender determines are attributable to its making or maintaining of any Eurodollar Loans under this Agreement or its Note or its obligation to make any Eurodollar such Loans hereunder, or any reduction in any amount receivable by such Bank Lender hereunder in respect of any such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change that:
which: (i) changes the basis of taxation of any amounts payable to such Bank Lender under this Agreement or its Notes Note in respect of any of such Loans (other than taxes imposed on or measured by the overall net income of such Bank Lender or of its Applicable Lending Office for any of such Loans 39 41 by the jurisdiction in which such Bank Lender has its principal office or such Applicable Lending Office); or
or (ii) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirements (other than the Reserve Requirement Credit Agreement utilized in the determination of the Eurodollar Rate for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including, without limitation, any of such Loans Lender; or any deposits referred to in the definition of "Eurodollar Base Rate" in Section 1.01 hereof), or any commitment of such Bank hereunder (including, without limitation, the Commitment of such Bank); or
(iii) imposes any other condition affecting this Agreement or its Notes Note (or its Commitmentany of such extensions of credit or liabilities). Each Lender will notify the Borrowers of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this Section 3.01(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. If any Bank Lender requests compensation from the Company Borrowers under this Section 5.01(a3.01(a), or under Section 3.01(c), the Company Borrowers may, by notice to such Bank (Lender with a copy to the Agent), suspend the obligation of such Bank thereafter Lender to make or Continue Eurodollar Loans, or Loans of the type with respect to Convert Base Rate Loans into Eurodollar Loans, until the Regulatory Change giving rise to which such request ceases to be in effect compensation is requested (in which case the provisions of Section 5.03A hereof 3.04 shall be applicable), provided that such suspension shall not affect the right of such Bank to receive the compensation so requested.
(b) Without limiting the effect of the foregoing provisions of paragraph (a) of this Section 5.013.01, in the event that, by reason of any Regulatory Change, any Bank Lender either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank that Lender which includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank that Lender which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that which it may hold, then, if such Bank Lender so elects by notice to the Company (Borrowers with a copy to the Administrative Agent), the obligation of such Bank Lender to make Eurodollar Loans of such type hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (in which case the Loans theretofore made by such Bank shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans in accordance with the provisions of Section 5.03A3.04 shall be applicable). Credit Agreement.
(c) Without limiting the effect of the foregoing provisions of this Section 5.01 3.01 (but without duplication), the Company Borrowers shall pay directly to each Bank Lender from time to time on within five Banking Days of request therefor such amounts as such Bank Lender may determine to be necessary to compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) Lender for any costs that which it determines are attributable to the maintenance by such Bank (the Lender or its bank holding company or any Applicable Lending Office or such bank holding company)of its Affiliates, pursuant to any law or regulation of any jurisdiction or any interpretation, directive or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawfullaw) of any court or governmental or monetary authority (i) following any Regulatory Change authority, whether in effect on the date of this Agreement or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A))thereafter, of capital in respect of its Commitment(s) Loans hereunder or its obligation to make Loans hereunder (such compensation to include, without limitation, an amount equal to any reduction of the rate of in return on assets or equity of such Bank (Lender or its bank holding company or any Applicable Lending Office or such bank holding company) of its Affiliates to a level below that which such Bank (or any Applicable Lending Office or such bank holding company) it could have achieved but for such law, regulation, interpretation, directive or request). For Each Lender will notify the Borrowers if such Lender is entitled to compensation pursuant to this Section 3.01(c) as promptly as practicable after it determines to request such compensation.
(d) Determinations and allocations by a Lender for purposes of this Section 5.01(c3.01 of the effect of any Regulatory Change pursuant to subsections (a) or (b), "Basel Accord" or of the effect of capital maintained pursuant to subsection (c), on its costs of making or maintaining Loans or its obligation to make Loans, or on amounts receivable by, or the rate of return to, it in respect of Loans or such obligation, and of the additional amounts required to compensate such Lender under this Section 3.01, shall mean the proposals for risk-based capital framework described by the Basel Committee be conclusive absent manifest error, provided that such determinations and allocations are made on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect a reasonable basis. Each Lender demanding payment from time to time or any replacement thereof.the
Appears in 1 contract
Additional Costs. (a) The Company Borrower shall pay directly to each Bank Lender from time to time time, promptly upon the request of such amounts as Lender delivered to the Administrative Agent, and further delivered to the Borrower by the Administrative Agent, the costs incurred by such Bank may determine to be necessary to compensate Lender which such Bank for any costs that such Bank Lender determines are attributable to its making or maintaining of any Eurodollar Loans or its obligation to make any Eurodollar Loans hereunderof such Loans, or any reduction in any amount receivable by such Bank Lender hereunder in respect of any such Loans or such obligation obligations (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), ---------------- resulting from any Regulatory Change thatwhich:
(i) changes the basis of taxation of any amounts payable to such Bank Lender under this Agreement or its Notes in respect of any of such Loans (other than taxes imposed on or measured by the overall net income of such Bank Lender or of its Applicable Lending Office for any of such Loans by the jurisdiction in which such Bank Lender has its principal office or such Applicable Lending Office); or;
(ii) imposes or modifies any reserve, special deposit deposit, minimum capital, capital ratio or similar requirements (other than the Reserve Requirement Credit Agreement utilized in the determination of the Eurodollar Rate for such Loan) requirement relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Bank Lender (including, without limitation, including any of such Loans or any deposits referred to in the definition of "Eurodollar Base Rate" in Section 1.01 1.1 hereof), or any commitment ----------- but excluding the Reserve Requirement to the extent it is included in the calculation of such Bank hereunder (including, without limitation, the Commitment of such BankAdjusted Eurodollar Rate); or
(iii) imposes any other condition affecting this Agreement or its the Notes or its Commitment. If any Bank requests compensation from the Company under this extensions of credit or liabilities or commitments contemplated hereunder or thereunder.
Section 5.01(a4.1 (a), the Company Borrower may, by notice to such Bank (with the Administrative Agent, who ------------- shall promptly deliver a copy of such notice to the Agent)such Lender, suspend the obligation of such Bank thereafter Lender to make or Continue Eurodollar Loansmaking, or to Convert Base Rate Loans into into, Eurodollar Loans, Loans until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.03A 4.4 hereof shall ----------- be applicable), provided that such suspension shall not affect the right of such Bank to receive the compensation so requested.
(b) Without limiting the effect of the foregoing provisions of paragraph (a) of this Section 5.014.1, in the event that, by reason of any Regulatory Change, any Bank Lender ----------- either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank that includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank that includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Bank so elects by notice to the Company (with a copy to the Administrative Agent), the obligation of such Bank to make Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the Loans theretofore made by such Bank shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans in accordance with the provisions of Section 5.03A). Credit Agreementliabilities
(c) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Company shall pay directly to each Bank from time to time on request such amounts as such Bank may determine to be necessary to compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for any costs that it determines are attributable to the maintenance by such Bank (or any Applicable Lending Office or such bank holding company), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law Determinations and whether or not failure to comply therewith would be unlawful) of any court or governmental or monetary authority (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued allocations by any government or governmental or supervisory authority implementing at the national level the Basel Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A)), of capital in respect of its Commitment(s) or Loans (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such Bank (or any Applicable Lending Office or such bank holding company) to a level below that which such Bank (or any Applicable Lending Office or such bank holding company) could have achieved but Lender for such law, regulation, interpretation, directive or request). For purposes of this Section 5.01(c)4.1 of the effect of any Regulatory Change on its costs of maintaining its obligation to make Loans or of making or maintaining Loans or on amounts receivable by it in respect of Loans and of the additional amounts required to compensate such Lender in respect of any Additional Costs, "Basel Accord" shall mean be conclusive in the proposals for risk-based capital framework described by the Basel Committee absence of manifest error, provided that such determinations and allocations are made on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to time or any replacement thereofa reasonable basis.
Appears in 1 contract
Sources: Credit Agreement (Cais Internet Inc)
Additional Costs. (a) The Company Borrower shall pay directly to each the Bank from time to time on demand such amounts as such the Bank may determine to be necessary to compensate such Bank it for any increased costs that such which the Bank determines are attributable to its making or maintaining of any Eurodollar Loans LIBOR Loan, or its obligation to make convert any Eurodollar Loans Prime Rate Loan to a LIBOR Loan hereunder, or any reduction in any amount receivable by such the Bank hereunder in respect of any of such LIBOR Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change thatwhich:
(i1) changes the basis of taxation of any amounts payable to such the Bank under this Agreement or its Notes the Note in respect of any of such LIBOR Loans (other than taxes imposed on or measured by the overall net income of such the Bank or of its Applicable Lending Office for any of such LIBOR Loans by the jurisdiction in which such the Bank has its principal office Principal Office or such Applicable Lending Office); or
(ii2) (other than to the extent of the LIBOR Reserve Requirement taken into account in determining the LIBOR Interest Rate at the commencement of the applicable Interest Period) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirements (other than the Reserve Requirement Credit Agreement utilized in the determination of the Eurodollar Rate for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such the Bank (including, without limitation, including any of such LIBOR Loans or any deposits referred to in the definition of "Eurodollar Base LIBOR Interest Rate" in Section 1.01 hereof), or any commitment of such Bank hereunder (including, without limitation, the Commitment of such Bank); or
(iii3) imposes any other condition affecting this Agreement or its Notes the Note (or its Commitment. If any Bank requests compensation from the Company under this Section 5.01(a), the Company may, by notice to such Bank (with a copy to the Agent), suspend the obligation of such Bank thereafter to make extensions of credit or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.03A hereof shall be applicableliabilities), provided that such suspension shall not affect the right of such Bank to receive the compensation so requested.
(b) . Without limiting the effect of the provisions of the first paragraph (a) of this Section 5.012.11, in the event that, by reason of any Regulatory Change, any the Bank either (i1) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of 15 21 deposits or of other liabilities of such the Bank that which includes deposits by reference to which the interest rate on Eurodollar Loans LIBOR Interest Rate, is determined as provided in this Agreement or a category of extensions of credit or other assets of such the Bank that which includes Eurodollar Loans loans based on the LIBOR Interest Rate, or (ii2) becomes subject to restrictions on the amount of such a category of liabilities or assets that which it may hold, then, if such the Bank so elects by notice to the Company (with a copy to the Administrative Agent)Borrower, the obligation of such the Bank to make Eurodollar or continue, or to convert Loans hereunder into LIBOR Loans, shall be suspended until such Regulatory Change ceases to be in effect (in which case the Loans theretofore made by such Bank shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans in accordance with the provisions of Section 5.03A2.14 hereof shall be applicable). Credit Agreement
(c) Without limiting the effect of the foregoing provisions of this Section 5.01 2.11 (but without duplication), the Company Borrower shall pay directly to each the Bank from time to time on request such amounts as such the Bank may determine to be necessary to compensate such the Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for any costs that which it determines are attributable to the maintenance by such the Bank (or any Applicable Lending Office or such bank holding companyOffice), pursuant to any law Law or regulation or any interpretation, directive or request (whether or not having the force of law and whether in effect on the date of this Agreement or not failure to comply therewith would be unlawfulthereafter) of any court or governmental or monetary authority (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A)), of capital in respect of its Commitment(s) any Loan or Loans (the Revolving Credit Facility, such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such the Bank (or any Applicable Lending Office or such bank holding companyOffice) to a level below that which such the Bank (or any Applicable Lending Office or such bank holding companyOffice) could have achieved but for such lawLaw, regulation, interpretation, directive or request). For Determinations and allocations by the Bank for purposes of this Section 5.01(c)2.11 of the effect of any Regulatory Change pursuant to the first or second paragraph of this Section 2.11 or of the effect of capital maintained pursuant to the third paragraph of this Section 2.11, "Basel Accord" on its costs or rate of return of maintaining the Loans or on amounts receivable by it in respect of the Loans, and the amounts required to compensate the Bank under this Section 2.11, shall mean the proposals for risk-based capital framework described by the Basel Committee on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to time or any replacement thereofbe conclusive absent manifest error.
Appears in 1 contract
Additional Costs. (a) The Company Each Borrower shall pay directly to each Bank Lender from time to time such amounts as such Bank Lender may determine to be necessary to compensate such Bank Lender for any costs that such Bank Lender determines are attributable to its making or maintaining of any Eurodollar Loans or its obligation to make any Eurodollar Loans hereunder, or any reduction in any amount receivable by such Bank Lender hereunder in respect of any of such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs")obligation, resulting from any Regulatory Change that:
(i) shall subject any Lender (or its Applicable Lending Office for any of such Loans) to any tax, duty or other charge in respect of such Loans or its Notes or changes the basis of taxation of any amounts payable to such Bank Lender under this Agreement or its Notes in respect of any of such Loans (other than taxes imposed excluding changes in the rate of tax on or measured by the overall net income of such Bank Lender or of its such Applicable Lending Office by the jurisdiction in which such Bank Lender has its principal office or such Applicable Lending Office); oror CREDIT AGREEMENT
(ii) imposes or modifies any reserve, special deposit or similar requirements (other than the Reserve Requirement Credit Agreement utilized in the determination of the Eurodollar Rate for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank Lender (including, without limitation, any of such Loans or any deposits referred to in the definition of "Eurodollar Base Rate" in Section 1.01 hereof), or any commitment of such Bank hereunder Lender (including, without limitation, the Commitment Commitments of such Bank▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇); or
(iii) imposes any other condition affecting this Agreement or its Notes (or any of such extensions of credit or liabilities) or its CommitmentCommitments. If any Bank Lender requests compensation from the Company a Borrower under this Section 5.01(a), the Company such Borrower may, by notice to such Bank Lender through the Parent (with a copy to the Administrative Agent), suspend the obligation of such Bank Lender thereafter to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.03A 5.04 hereof shall be applicable), provided PROVIDED that such suspension shall not affect the right of such Bank Lender to receive the compensation so requested.
(b) Without limiting the effect of the provisions of paragraph (a) of this Section 5.01, in the event that, by reason of any Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank that includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank that includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Bank so elects by notice to the Company (with a copy to the Administrative Agent), the obligation of such Bank to make Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the Loans theretofore made by such Bank shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans in accordance with the provisions of Section 5.03A). Credit Agreement
(c) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Company each Borrower shall pay directly to each Bank Lender from time to time on request such amounts as such Bank Lender may determine to be necessary to compensate such Bank Lender (or, without duplication, the bank holding company of which such Bank Lender is a subsidiary) for any costs that it determines are attributable to the maintenance by such Bank Lender (or any Applicable Lending Office or such bank holding company), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) of any court or governmental or monetary authority (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A))Basle Accord, of capital in respect of its Commitment(s) Commitments or Loans (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such Bank Lender (or any Applicable Lending Office or such bank holding company) to a level below CREDIT AGREEMENT that which such Bank Lender (or any Applicable Lending Office or such bank holding company) could have achieved but for such law, regulation, interpretation, directive or request).
(c) Each Lender shall notify the Borrowers of any event occurring after the date hereof entitling such Lender to compensation under paragraph (a) or (b) of this Section 5.01 as promptly as practicable, but in any event within 180 days, after such Lender obtains actual knowledge thereof; PROVIDED that (i) if any Lender fails to give such notice within 180 days after it obtains actual knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.01 in respect of any costs resulting from such event, only be entitled to payment under this Section 5.01 for costs incurred from and after the date 180 days prior to the date that such Lender does give such notice and (ii) each Lender will designate a different Applicable Lending Office for the Loans of such Lender affected by such event if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, be disadvantageous to such Lender, except that such Lender shall have no obligation to designate an Applicable Lending Office located in the United States of America. For Each Lender will furnish to the relevant Borrower a certificate setting forth in reasonable detail the basis and amount of each request by such Lender for compensation under paragraph (a) or (b) of this Section 5.01. Determinations and allocations by any Lender for purposes of this Section 5.01(c)5.01 of the effect of any Regulatory Change pursuant to paragraph (a) of this Section 5.01, "Basel Accord" or of the effect of capital maintained pursuant to paragraph (b) of this Section 5.01, on its costs or rate of return of maintaining Loans or its obligation to make Loans, or on amounts receivable by it in respect of Loans, and of the amounts required to compensate such Lender under this Section 5.01, shall mean be conclusive, PROVIDED that such determinations and allocations are made on a reasonable basis and consistent with the proposals for risk-based capital framework described methodology generally applied by the Basel Committee on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to time or any replacement thereofsuch Lender.
Appears in 1 contract
Additional Costs. (a) The Company Borrower and each respective Subsidiary Co-Borrower (as applicable) shall pay directly to each Bank from time to time on demand such amounts as such Bank may determine to be necessary to compensate such Bank it for any costs that which such Bank determines are attributable to its making or maintaining any Fixed Rate Loans to the Borrower and/or such Subsidiary Co-Borrower under this Agreement or its Notes of any Eurodollar Loans the Borrower and/or such Subsidiary Co-Borrower or its obligation to make any Eurodollar such Loans hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change that:
which: (i) changes the basis of taxation of any amounts payable to such Bank under this Agreement or its Notes in respect of any of such Loans (other than taxes imposed on or measured by the overall net income or profits of such Bank or of its Applicable Lending Office for any of such Loans by the jurisdiction in which such Bank has its principal office or such Applicable Lending Office, or any branch or franchise tax applicable thereto); or
or (ii) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirements (other than the Reserve Requirement Credit Agreement utilized in the determination of the Eurodollar Rate for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including, without limitation, including any of such Loans or any deposits referred to in the definition of "Eurodollar Fixed Base Rate" in Section 1.01 hereof), or any commitment of such Bank hereunder (including, without limitation, the Commitment of such Bank1.01); or
or (iii) imposes any other condition affecting this Agreement or its Notes (or its Commitmentany of such extensions of credit or liabilities). Each Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Bank to compensation pursuant to this Section 4.01(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. If any Bank requests compensation from the Company Borrower or any Subsidiary Co-Borrower under this Section 5.01(a4.01(a), or under Section 4.01(c), the Company Borrower may, by notice to such Bank (with a copy to the Administrative Agent), suspend the obligation of such Bank thereafter to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.03A hereof shall be applicable), provided require that such suspension shall not affect Bank's Loans of the right of type with respect to which such Bank to receive the compensation so requestedis requested be converted in accordance with Section 4.04.
(b) Without limiting the effect of the foregoing provisions of paragraph (a) of this Section 5.014.01, in the event that, by reason of any Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank that which includes deposits by reference to which the interest rate on Eurodollar Fixed Rate Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank that which includes Eurodollar Fixed Rate Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that which it may hold, then, if such Bank so elects by notice to the Company Borrower (with a copy to the Administrative Agent), the obligation of such Bank to make Eurodollar or renew, and to convert Loans of any other type into, Loans of such type hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (in which case the and all Loans theretofore made of such type held by such Bank then outstanding shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans be converted in accordance with the provisions of Section 5.03A4.04). Credit Agreement.
(c) Without limiting the effect of the foregoing provisions of this Section 5.01 4.01 (but without duplication), the Company Borrower and each respective Subsidiary Co-Borrower (as applicable) shall pay directly to each Bank from time to time on request such amounts as such Bank may determine to be necessary to compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for any costs that which it determines are attributable to the maintenance by such Bank (it or any Applicable Lending Office or such bank holding company), of its affiliates pursuant to any law or regulation of any jurisdiction or any interpretation, directive or request (whether or not having the force of law and whether in effect on the date of this Agreement or not failure to comply therewith would be unlawfulthereafter) of any court or governmental or monetary authority (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A)), of capital in respect of its Commitment(s) Loans to the Borrower and/or such Subsidiary Co-Borrower hereunder or its obligation to make Loans hereunder or its obligation to issue, or participate in, any Letters of Credit (such compensation to include, without limitation, an amount equal to any reduction of the rate of in return on assets or equity of such Bank (or any Applicable Lending Office or such bank holding company) to a level below that which such Bank (or any Applicable Lending Office or such bank holding company) it could have achieved but for such law, regulation, interpretation, directive or request). For Each Bank will notify the Borrower if it is entitled to compensation pursuant to this Section 4.01(c) as promptly as practicable after it determines to request such compensation.
(d) Determinations and allocations by a Bank for purposes of this Section 5.01(c4.01 of the effect of any Regulatory Change pursuant to subsections (a) or (b), "Basel Accord" or of the effect of capital maintained pursuant to subsection (c), on its costs of making or maintaining Loans or its obligation to make Loans, or on amounts receivable by, or the rate of return to, it in respect of Loans or such obligation, and of the additional amounts required to compensate such Bank under this Section 4.01, shall mean the proposals for risk-based capital framework described by the Basel Committee be conclusive absent manifest error, provided that such determinations and allocations are made on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to time or any replacement thereofa reasonable basis.
Appears in 1 contract
Additional Costs. (a) The Company Borrower shall pay directly to each Bank from time to time such amounts as such Bank may determine to be necessary to compensate it for any reasonable costs incurred by such Bank for any costs that which such Bank determines are attributable to its making or maintaining of any Loans subject to Eurodollar Loans Accounts hereunder or its obligation to make any Eurodollar of such Loans hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change thatwhich:
(i) changes the basis of taxation of any amounts payable to such Bank under this Agreement or its Revolving Notes in respect of any of such Loans (other than franchise taxes and taxes imposed on or measured by the overall net income of such Bank or of its Applicable Lending Office for any of such Loans by the United States of America or the jurisdiction in which such Bank has its principal office Principal Office or such Applicable Lending Office); or;
(ii) imposes or modifies any reserve, special deposit deposit, minimum capital, capital ratio, or similar requirements (other than the Reserve Requirement Credit Agreement utilized in the determination of the Eurodollar Rate for such Loan) requirement relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Bank (including, without limitation, including any of such Loans or any deposits referred to in the definition of "Eurodollar Base Rate" in Section 1.01 1.1 hereof), or any commitment of such Bank hereunder (including, without limitation, the Commitment of such Bank); or
(iii) imposes any other condition affecting this Agreement or its the Revolving Notes or its Commitmentany of such extensions of credit or liabilities or commitments.
(a). If any Bank requests compensation from the Company Borrower under this Section 5.01(asubsection 6.1(a), the Company Borrower may, by notice to such Bank (with a copy to the Agent), ) suspend the obligation of such Bank thereafter to make Loans subject to Eurodollar Accounts or Continue Eurodollar Loans, Accounts as Eurodollar Accounts or to Convert Base Rate Loans Accounts into Eurodollar Loans, Accounts until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.03A 6.4 hereof shall be applicableapplicable with respect to such Eurodollar Accounts), provided that such suspension shall not affect the right of such Bank to receive the compensation so requested.
(b) Without limiting the effect of the foregoing provisions of paragraph (a) of this Section 5.016.1, in the event that, by reason of any Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank that which includes deposits by reference to which the interest rate on the Loans subject to Eurodollar Loans Accounts is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank that which includes Loans subject to Eurodollar Loans Accounts or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that which it may hold, then, if such Bank so elects by notice to the Company Borrower (with a copy to the Administrative Agent), the obligation of such Bank to make Loans subject to Eurodollar Loans Accounts or Continue Eurodollar Accounts as Eurodollar Accounts or Convert Base Rate Accounts into Eurodollar Accounts hereunder shall be suspended until such the Regulatory Change giving rise to such request ceases to be in effect (in which case the Loans theretofore made by such Bank shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans in accordance with the provisions of Section 5.03A6.4 hereof shall be applicable). Credit Agreement.
(c) Without limiting Determinations and allocations by any Bank for purposes of this Section 6.1 of the effect of any Regulatory Change on its costs of maintaining its obligation to make Loans or of making or maintaining Loans or on amounts receivable by it in respect of the foregoing provisions Loans, and of this Section 5.01 (but without duplication), the Company shall pay directly to each Bank from time to time on request such additional amounts as such Bank may determine to be necessary required to compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for any costs that it determines are attributable to the maintenance by such Bank (or any Applicable Lending Office or such bank holding company), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) of any court or governmental or monetary authority (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A)), of capital in respect of its Commitment(s) or Loans (any Additional Costs, shall, absent manifest error, be conclusive, provided that such compensation to include, without limitation, an amount equal to any reduction of the rate of return determinations and allocations are made on assets or equity of such Bank (or any Applicable Lending Office or such bank holding company) to a level below that which such Bank (or any Applicable Lending Office or such bank holding company) could have achieved but for such law, regulation, interpretation, directive or request). For purposes of this Section 5.01(c), "Basel Accord" shall mean the proposals for risk-based capital framework described by the Basel Committee on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to time or any replacement thereofreasonable basis.
Appears in 1 contract
Additional Costs. (a) The Company shall pay directly to each Bank Lender from time to time such amounts as such Bank Lender may reasonably and in good faith determine to be necessary to compensate such Bank Lender for any increased costs that such Bank Lender reasonably and in good faith determines are attributable to its making or maintaining of any Eurodollar Loans or its obligation to make any Eurodollar Loans hereunder, or any reduction in any amount receivable by such Bank Lender hereunder in respect of any of such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change that:
(i) changes the basis of taxation of any amounts payable to such Bank Lender under this Agreement or its Notes Note in respect of any of such Loans (other than taxes imposed on or measured by the overall net income of such Bank Lender or of its Applicable Lending Office for any of such Loans by the jurisdiction in which such Bank Lender has its principal office or such Applicable Lending Office); or
(ii) imposes or modifies any reserve, special deposit or similar requirements (other than the Reserve Requirement Credit Agreement utilized than, in the determination case of any Lender for any period as to which the Eurodollar Rate for such LoanCompany is required to pay any amount under paragraph (e) below, the reserves against "Eurocurrency liabilities" under Regulation D therein referred to) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank Lender (including, without limitation, any of such Loans or any deposits referred to in the definition of "Eurodollar Base Rate" in Section 1.01 hereof), or any commitment of such Bank Lender hereunder (including, without limitation, the Commitment Commitments of such BankLender); or
(iii) imposes any other condition affecting this Agreement or its Notes Note (or any of such extensions of credit or liabilities) or its CommitmentCommitments. If any Bank Lender requests compensation from the Company under this Section 5.01(a), the Company may, by notice to such Bank Lender (with a copy to the Administrative Agent), suspend the obligation of such Bank Lender thereafter to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.03A hereof shall be applicable), provided that such suspension shall not affect the right of such Bank to receive the compensation so requested.Change
(b) Without limiting the effect of the provisions of paragraph (a) of this Section 5.01, in the event that, by reason of any Regulatory Change, any Bank Lender either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank Lender that includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank Lender that includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Bank Lender so elects by notice to the Company (with a copy to the Administrative Agent), the obligation of such Bank Lender to make or Continue, or to Convert Base Rate Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the Loans theretofore made by such Bank shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans in accordance with the provisions of Section 5.03A). Credit Agreement5.04 hereof shall be applicable) and the Company shall not be obligated to pay any Additional Costs for which the Lender ceases to be liable or to incur.
(c) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Company shall pay directly to each Bank Lender from time to time on request such amounts as such Bank Lender may determine reasonably and in good faith to be necessary to compensate such Bank Lender (or, without duplication, the bank holding company of which such Bank Lender is a subsidiary) for any costs that it determines reasonably and in good faith are attributable to the maintenance by such Bank Lender (or any Applicable Lending Office or such bank holding company), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) of any court or governmental or monetary authority authority
(i) following any Regulatory Change or Change, or
(ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) heretofore or hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇.12 C.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and ▇▇d the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A)), of capital in respect of its Commitment(s) or Loans (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such Bank (or any Applicable Lending Office or such bank holding company) to a level below that which such Bank (or any Applicable Lending Office or such bank holding company) could have achieved but for such law, regulation, interpretation, directive or request). For purposes of this Section 5.01(c), "Basel Accord" shall mean the proposals for risk-based capital framework described by the Basel Committee on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to time or any replacement thereof.,
Appears in 1 contract
Additional Costs. (a) The Company Borrower shall pay directly to each Bank Senior Lender from time to time such amounts as such Bank Senior Lender may determine in good faith to be necessary to compensate such Bank Senior Lender for any increase in costs that such Bank determines are attributable to its making or maintaining of any Eurodollar Bank Senior Loans or its obligation to make any Eurodollar Bank Senior Loans hereunderunder this Agreement, or any reduction in any amount receivable by such Bank hereunder Senior Lender under this Agreement in respect of any of such Bank Senior Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called collectively "Additional Costs"), in each case, from those costs and amounts receivable existing on the date hereof, resulting from any Regulatory Change that:
(i) changes the basis of taxation of any amounts payable to such Bank Senior Lender under this Agreement or its Notes the Senior Note(s) held by it in respect of any of such Bank Senior Loans (other than taxes imposed on or measured by the overall net income of such Bank or of its Applicable Lending Office by the jurisdiction Excluded Taxes and Covered Taxes as described in which such Bank has its principal office or such Applicable Lending OfficeSection 5.05); or
(ii) imposes or modifies any reserve, special deposit or similar requirements (other than the Reserve Requirement Credit Agreement utilized in the determination requirements, including without limitation any application of the Eurodollar Rate for such Loan) Regulation D requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank Senior Lender (including, without limitation, any of such Bank Senior Loans or any deposits referred to in the definition of "Eurodollar Base RateLIBOR" in Section 1.01 hereofAppendix A hereto), or any commitment of such Bank hereunder Senior Lender (including, including without limitation, limitation the Commitment or Commitments of such BankBank Senior Lender under this Agreement); or
(iii) imposes any other condition affecting duty or charge in respect of this Agreement, the Senior Note(s) held by it (or any of such extensions of credit or liabilities), its Commitment or Commitments or any amounts payable to such Bank Senior Lender under this Agreement or its Notes or its Commitment. If the Senior Note(s) held by it in respect of any Bank requests compensation from the Company under this Section 5.01(a), the Company may, by notice to such Bank Senior Loans (with a copy to the Agentother than Covered Taxes and Excluded Taxes), suspend the obligation of such Bank thereafter to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.03A hereof shall be applicable), provided that such suspension shall not affect the right of such Bank to receive the compensation so requested.
(b) Without limiting the effect of the provisions of paragraph (a) of this Section 5.01, in the event that, by reason of any Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank that includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank that includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Bank so elects by notice to the Company (with a copy to the Administrative Agent), the obligation of such Bank to make Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the Loans theretofore made by such Bank shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans in accordance with the provisions of Section 5.03A). Credit Agreement
(c) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication)5.01, the Company Borrower shall pay directly to each Bank Senior Lender from time to time on request such amounts as such Bank Senior Lender may determine in good faith to be necessary to compensate such Bank Senior Lender (or, without duplication, or the bank holding company of which such Bank Senior Lender is a subsidiary) for any increase in costs that it determines are attributable to the maintenance by such Bank Senior Lender (or any Applicable Lending Office or such bank holding company), pursuant to any law or regulation or any interpretation, directive directive, guideline or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) of or by any court or governmental governmental, monetary, fiscal or monetary other authority (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A)), of capital in respect of its Commitment(s) or Loans (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such Bank (or any Applicable Lending Office or such bank holding company) to a level below that which such Bank (or any Applicable Lending Office or such bank holding company) could have achieved but for such law, regulation, interpretation, directive or request). For purposes of this Section 5.01(c), "Basel Accord" shall mean the proposals for risk-based capital framework described by the Basel Committee on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to time or any replacement thereof.issued after the
Appears in 1 contract
Sources: Bank Senior Loan Agreement (Neches River Holding Corp)
Additional Costs. (a) The Company Borrower shall pay directly to each Bank Lender from time to time such amounts as such Bank Lender may determine to be necessary to compensate such Bank Lender for any costs that such Bank Lender determines are attributable to its making or maintaining of any Eurodollar Loans or its obligation to make any Eurodollar Loans hereunder, or any reduction in any amount receivable by such Bank Lender hereunder in respect of any of such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional ---------- Costs"), resulting from any Regulatory Change that:: -----
(i) shall subject any Lender (or its Applicable Lending Office for any of such Loans) to any tax, duty or other charge in respect of such Loans or its Notes or changes the basis of taxation of any amounts payable to such Bank Lender under this Agreement or its Notes in respect of any of such Loans (other than taxes imposed excluding changes in the rate of tax on or measured by the overall net income of such Bank Lender or of its such Applicable Lending Office by the jurisdiction in which such Bank Lender has its principal office or such Applicable Lending Office); or
(ii) imposes or modifies any reserve, special deposit or similar requirements (other than the Reserve Requirement Credit Agreement utilized in the determination of the Eurodollar Rate for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank Lender (including, without limitation, any of such Loans or any deposits referred to in the definition of "Eurodollar Base Rate" in Section 1.01 hereof), or any commitment of such Bank hereunder Lender (including, without limitation, the Commitment Commitments of such BankLender hereunder); or
(iii) imposes any other condition affecting this Agreement or its Notes (or any of such extensions of credit or liabilities) or its CommitmentCommitments. If any Bank Lender requests compensation from the Company Borrower under this Section 5.01(a), the Company Borrower may, by notice to such Bank Lender (with a copy to the Administrative Agent), suspend the obligation of such Bank Lender thereafter to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.03A 5.04 hereof shall be applicable), provided that such suspension shall not affect the right of such Bank -------- Lender to receive the compensation so requested.
(b) Without limiting the effect of the provisions of paragraph (a) of this Section 5.01, in the event that, by reason of any Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank that includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank that includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Bank so elects by notice to the Company (with a copy to the Administrative Agent), the obligation of such Bank to make Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the Loans theretofore made by such Bank shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans in accordance with the provisions of Section 5.03A). Credit Agreement
(c) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Company Borrower shall pay directly to each Bank Lender from time to time on request such amounts as such Bank Lender may determine to be necessary to compensate such Bank Lender (or, without duplication, the bank holding company of which such Bank Lender is a subsidiarySubsidiary) for any costs that it determines are attributable to the maintenance by such Bank Lender (or any Applicable Lending Office or such bank holding company), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) of any court or governmental or monetary authority (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A))Basle Accord, of capital in respect of its Commitment(s) Commitments or Loans (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such Bank Lender (or any Applicable Lending Office or such bank holding company) to a level below that which such Bank Lender (or any Applicable Lending Office or such bank holding company) could have achieved but for such law, regulation, interpretation, directive or request).
(c) Each Lender shall notify the Borrower of any event occurring after the date hereof entitling such Lender to compensation under paragraph (a) or (b) of this Section 5.01 as promptly as practicable, but in any event within 45 days, after such Lender obtains actual knowledge thereof; provided that (i) -------- if any Lender fails to give such notice within 45 days after it obtains actual knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.01 in respect of any costs resulting from such event, only be entitled to payment under this Section 5.01 for costs incurred from and after the date 45 days prior to the date that such Lender does give such notice and (ii) each Lender will designate a different Applicable Lending Office for the Loans of such Lender affected by such event if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, be disadvantageous to such Lender, except that such Lender shall have no obligation to designate an Applicable Lending Office located in the United States of America. For Each Lender will furnish to the Borrower a certificate setting forth the basis and amount of each request by such Lender for compensation under paragraph (a) or (b) of this Section 5.01. Determinations and allocations by any Lender for purposes of this Section 5.01(c)5.01 of the effect of any Regulatory Change pursuant to paragraph (a) of this Section 5.01, "Basel Accord" or of the effect of capital maintained pursuant to paragraph (b) of this Section 5.01, on its costs or rate of return of maintaining Loans or its obligation to make Loans, or on amounts receivable by it in respect of Loans, and of the amounts required to compensate such Lender under this Section 5.01, shall mean the proposals for risk-based capital framework described by the Basel Committee be conclusive, provided that such determinations and allocations are -------- made on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to time or any replacement thereofa reasonable basis.
Appears in 1 contract
Sources: Credit Agreement (Applied Business Telecommunications)
Additional Costs. ▇▇▇▇▇▇▇▇ agrees to pay to Bank all Additional Costs within ten (a10) The Company shall pay directly to each days of receipt by Borrower from Bank of a statement setting forth the amount or amounts due and the basis for the determination from time to time of such amounts as such amount or amounts, which statement .shall be conclusive and binding upon Borrower absent manifest error. Failure on the part of Bank may determine to be necessary to compensate such Bank demand compensation for any costs that such Bank determines are attributable to its making or maintaining of any Eurodollar Loans or its obligation to make any Eurodollar Loans hereunder, or any reduction Additional Costs in any amount receivable by Interest Period shall not constitute a waiver of Banks right to demand compensation for any Additional Costs incurred during any such Bank hereunder Interest Period or in respect of any Loans other subsequent or such obligation (such increases in costs and reductions in amounts receivable being herein called prior Interest Period. The term "Additional Costs"), resulting from " shall mean such additional amount or amounts as Bank shall reasonably determine will compensate Bank for actual costs incurred by Bank in maintaining LIBOR Rates on the LIBOR Balances or any Regulatory Change that:
(i) changes the basis of taxation portion thereof as a result of any amounts payable to such Bank under this Agreement or its Notes (other than taxes imposed on or measured by change, after the overall net income of such Bank or of its Applicable Lending Office by the jurisdiction in which such Bank has its principal office or such Applicable Lending Office); or
(ii) imposes or modifies any reserve, special deposit or similar requirements (other than the Reserve Requirement Credit Agreement utilized in the determination of the Eurodollar Rate for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including, without limitation, any of such Loans or any deposits referred to in the definition of "Eurodollar Base Rate" in Section 1.01 hereof), or any commitment of such Bank hereunder (including, without limitation, the Commitment of such Bank); or
(iii) imposes any other condition affecting this Agreement or its Notes or its Commitment. If any Bank requests compensation from the Company under this Section 5.01(a), the Company may, by notice to such Bank (with a copy to the Agent), suspend the obligation of such Bank thereafter to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.03A hereof shall be applicable), provided that such suspension shall not affect the right of such Bank to receive the compensation so requested.
(b) Without limiting the effect of the provisions of paragraph (a) date of this Section 5.01Amended Note, in the event thatapplicable law, by reason of any Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank that includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank that includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Bank so elects by notice to the Company (with a copy to the Administrative Agent), the obligation of such Bank to make Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the Loans theretofore made by such Bank shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans in accordance with the provisions of Section 5.03A). Credit Agreement
(c) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Company shall pay directly to each Bank from time to time on request such amounts as such Bank may determine to be necessary to compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for any costs that it determines are attributable to the maintenance by such Bank (or any Applicable Lending Office or such bank holding company), pursuant to any law rule or regulation or in the interpretation or administration thereof by, or the compliance by Bank with any interpretationrequest or directive from, directive any domestic or request foreign governmental authority charged with the interpretation or administration thereof (whether or not having the force of law and whether law) or not failure by any domestic or foreign court changing the basis of taxation of payments to comply therewith would be unlawful) Bank of the LIBOR Balances or interest on the LIBOR Balances or any portion thereof at an Adjusted LIBOR Rate or any other fees or amounts payable under this Amended Note or the Loan Agreement (other than taxes imposed on all or any portion of the overall net income of Bank by the State of Texas or the Federal government), or imposing, modifying or applying any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, credit extended by, or any other acquisition of funds for loans by Bank, or imposing on Bank, as the case may be, or on the London interbank market any other condition affecting this Amended Note, the Loan Agreement or the LIBOR Balances so as to increase the cost of Bank making or maintaining Adjustable LIBOR Rates with respect to the LIBOR Balances or any portion thereof or to reduce the amount of any court sum received or governmental receivable by Bank under this Amended Note or monetary authority (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement the Loan Agreement (whether of principal, interest or not having the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A)otherwise), of capital in respect of its Commitment(s) or Loans (such compensation to include, without limitation, by an amount equal deemed by Bank in good faith to be material, but without duplication for Reserve Requirement.. Bank agrees that it will not demand compensation for any reduction of the rate of return on assets or equity of such Bank (or any Applicable Lending Office or such bank holding company) to a level below that which such Bank (or any Applicable Lending Office or such bank holding company) could have achieved but for such law, regulation, interpretation, directive or request). For purposes of this Section 5.01(c), "Basel Accord" shall mean the proposals for risk-based capital framework described by the Basel Committee on Banking Regulations and Supervisory Practices in Additional Costs from Borrower unless it is seeking similar compensation from its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to time or any replacement thereofother customers similarly situated.
Appears in 1 contract
Sources: Exim Note (Amx Corp /Tx/)
Additional Costs. (a) The Subject to Section 13.6, the Company shall pay directly to Administrative Agent, on demand for the account of each Bank from time to time such amounts as such Bank may determine to be necessary to compensate such Bank it for any costs that incurred by such Bank which such Bank determines are attributable to its making or maintaining of any Eurodollar Loans Loan or any Competitive Loan hereunder or its obligation to make any Eurodollar Loans such Loan hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any of such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), in each case resulting from any Regulatory Change thatwhich:
(i) subjects such Bank (or makes it apparent that such Bank is subject) to any tax (including without limitation any United States interest equalization tax), levy, impost, duty, charge or fee (collectively, "Taxes"), or any deduction or withholding for any Taxes on or from the payment due under any Eurodollar Loan or any Competitive Loan or other amounts due hereunder, other than income and franchise taxes of each jurisdiction (or any subdivision thereof) in which such Bank has an office or its Applicable Lending Office; or
(ii) changes the basis of taxation of any amounts payable to such Bank under this Agreement or its Notes in respect of any of such Loans (other than changes which affect taxes measured by or imposed on or measured by the overall net income or franchise taxes of such Bank or of its Applicable Lending Office for any of such Loans by the each jurisdiction (or any subdivision thereof) in which such Bank has its principal an office or such Applicable Lending Office); or
(iiiii) imposes or modifies or increases or deems applicable any reserve, special deposit or similar requirements (other than including, without limitation, any such requirement imposed by the Reserve Requirement Credit Agreement utilized in the determination Board of Governors of the Eurodollar Rate for such LoanFederal Reserve System) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank or loans made by such Bank, or against any other funds, obligations or other property owned or held by such Bank (including, without limitation, including any of such Loans or any deposits referred to in the definition of "Eurodollar Base Rate" in Section 1.01 1.1 hereof), ) and such Bank actually incurs such additional costs. Each Bank (if so requested by the Company through Administrative Agent) will designate a different available Applicable Lending Office for the Eurodollar Loans or any commitment the Competitive Loans of such Bank hereunder (includingor take such other action as the Company may request if such designation or action will avoid the need for, without limitationor reduce the amount of, such compensation and will not, in the Commitment sole opinion of such Bank); or
(iii) imposes any other condition affecting this Agreement or its Notes or its Commitment. If any Bank requests compensation from the Company under this Section 5.01(a)exercised in good faith, the Company may, by notice be disadvantageous to such Bank (with a copy to the Agent), suspend the obligation of such Bank thereafter to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.03A hereof shall be applicable), provided that such suspension Bank shall not affect have no obligation so to designate an Applicable Lending Office for Eurodollar Loans located in the right United States of America). Each Bank will furnish the Company with a statement setting forth the basis and amount of each request by such Bank for compensation under this Section 6.1(a); subject to receive the compensation so requestedSection6.8, such certificate shall be conclusive, absent manifest error, and may be prepared using any reasonable averaging and attribution methods.
(b) Without limiting the effect of the foregoing provisions of paragraph (a) of this Section 5.016.1, in the event that, by reason of any Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank that which includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank that which includes Eurodollar Loans or Competitive Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that which it may hold, then, if such Bank so elects by notice to the Company (with a copy to the Administrative Agent), the obligation of such Bank to make Eurodollar Loans or Competitive Loans, as the case may be, hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (in which case the Loans theretofore made by such Bank shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans in accordance with the provisions of Section 5.03ASection6.4 hereof shall be applicable). Credit Agreement.
(c) Without limiting Good faith determinations and allocations by any Bank for purposes of this Section6.1 of the effect of any Regulatory Change on its costs of maintaining its obligations to make Loans or of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the foregoing provisions of this Section 5.01 (but without duplication), the Company shall pay directly to each Bank from time to time on request such additional amounts as such Bank may determine to be necessary required to compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for any costs that it determines are attributable to the maintenance by such Bank (or any Applicable Lending Office or such bank holding company), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) of any court or governmental or monetary authority (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A)), of capital in respect of its Commitment(sany Additional Costs, shall be conclusive, absent manifest error.
(d) or Loans (such The Company's obligation to pay Additional Costs and compensation with regard to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such Bank (or any Applicable Lending Office or such bank holding company) to a level below that which such Bank (or any Applicable Lending Office or such bank holding company) could have achieved but for such law, regulation, interpretation, directive or request). For purposes each Eurodollar Loan and each Competitive Loan shall survive termination of this Section 5.01(c), "Basel Accord" shall mean the proposals for risk-based capital framework described by the Basel Committee on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to time or any replacement thereofAgreement.
Appears in 1 contract
Additional Costs. (a) The Company Borrower shall pay directly to each Bank from time to time such amounts as such Bank may determine to be necessary to compensate such Bank it for any costs that incurred by such Bank which such Bank determines are attributable to its making or maintaining of any Eurodollar Loans subject to Libor Accounts or Letters of Credit hereunder or its obligation to make issue or participate in any Eurodollar Loans hereunderLetter of Credit, or any reduction in any amount receivable by such Bank hereunder in respect of any such Loans or Letters of Credit or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change thatwhich:
(i) changes the basis of taxation of any amounts payable to such Bank under this Agreement or its Notes in respect of any of such Loans (other than franchise taxes and taxes imposed on or measured by the overall net income of such Bank or of its Applicable Lending Office for any of such Loans by the United States of America or the jurisdiction in which such Bank has its principal office or such Applicable Lending Office); or;
(ii) imposes or modifies any reserve, special deposit deposit, minimum capital, capital ratio, or similar requirements (other than the Reserve Requirement Credit Agreement utilized in the determination of the Eurodollar Rate for such Loan) requirement relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Bank (including, without limitation, any of such Loans or any deposits referred to in the definition of "Eurodollar Base Libor Rate" in Section 1.01 hereof), or any commitment 1.1 of such Bank hereunder (including, without limitation, the Commitment of such BankOriginal Agreement); or
(iii) imposes any other condition affecting this Agreement or its the Notes or its Commitmentany of such extensions of credit or liabilities or commitments. If any Each Bank requests compensation from will notify the Company under this Section 5.01(a), the Company may, by notice to such Bank Borrower (with a copy to the Agent)) of any event occurring after the date of this Agreement which will entitle such Bank to compensation pursuant to this subsection 6.1(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, suspend and will designate a different Applicable Lending Office for the obligation Loans affected by such event if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Bank, violate any law, rule, or regulation or be in any way disadvantageous to such Bank. Each Bank will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Bank thereafter for compensation under this subsection 6.1(a). A Bank may only request compensation under this subsection 6.1(a) for Additional Cost incurred (i) at any time after the date which is three (3) months prior to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the Regulatory Change giving rise to date the Bank requests such compensation and (ii) at any time after it has notified the Borrower it will request ceases to be in effect (in which case the provisions of Section 5.03A hereof shall be applicablecompensation under this subsection 6.1(a), provided that such suspension shall not affect the right of such Bank to receive the compensation so requested.
(b) Without limiting Determinations and allocations by any Bank for purposes of this Section 6.1 of the effect of the provisions of paragraph (a) of this Section 5.01, in the event that, by reason of any Regulatory ChangeChange on its costs of maintaining Loans subject to a Libor Account or to issue or participate in Letters of Credit or of maintaining Loans subject to a Libor Account or issuing or participating in Letters of Credit or on amounts receivable by it in respect of such Loans or Letters of Credit, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level and of the amount of a category of deposits or other liabilities of such Bank that includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank that includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Bank so elects by notice to the Company (with a copy to the Administrative Agent), the obligation of such Bank to make Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the Loans theretofore made by such Bank shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans in accordance with the provisions of Section 5.03A). Credit Agreement
(c) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Company shall pay directly to each Bank from time to time on request such additional amounts as such Bank may determine to be necessary required to compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for any costs that it determines are attributable to the maintenance by such Bank (or any Applicable Lending Office or such bank holding company), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) of any court or governmental or monetary authority (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A)), of capital in respect of its Commitment(s) or Loans (any Additional Costs, shall, absent manifest error, be conclusive, provided that such compensation to include, without limitation, an amount equal to any reduction of the rate of return determinations and allocations are made on assets or equity of such Bank (or any Applicable Lending Office or such bank holding company) to a level below that which such Bank (or any Applicable Lending Office or such bank holding company) could have achieved but for such law, regulation, interpretation, directive or request). For purposes of this Section 5.01(c), "Basel Accord" shall mean the proposals for risk-based capital framework described by the Basel Committee on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to time or any replacement thereofreasonable basis.
Appears in 1 contract
Additional Costs. (a) The Company Borrower shall pay directly to each Bank from time to time such amounts as such Bank may determine to be CREDIT AGREEMENT necessary to compensate such Bank it for any costs that which such Bank determines are attributable to its making or maintaining of any Eurodollar Loans or its obligation to make any Eurodollar Loans hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any of such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional CostsADDITIONAL COSTS"), resulting from any Regulatory Change thatwhich:
(i) changes the basis of taxation of any amounts payable to such Bank under this Agreement or its Notes in respect of any of such Loans (other than taxes imposed on or measured by the overall net income of such Bank or of its Applicable Lending Office for any of such Loans by the jurisdiction in which such Bank has its principal office or such Applicable Lending Office); or
(ii) imposes or modifies any reserve, special deposit or similar requirements (other than the Reserve Requirement Credit Agreement utilized in the determination of the Eurodollar Rate for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including, without limitation, including any of such Loans or any deposits referred to in the definition of "Eurodollar Base Rate" in Section 1.01 hereof), or any commitment of such Bank hereunder (including, without limitation, including the Commitment Commitments of such BankBank hereunder); or
(iii) imposes any other condition affecting this Agreement or its Notes (or its Commitmentany of such extensions of credit or liabilities) or Commitments. If any Bank requests compensation from the Company Borrower under this Section 5.01(a), the Company Borrower may, by notice to such Bank (with a copy to the Agent), suspend the obligation of such Bank thereafter to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.03A 5.04 hereof shall be applicable), provided that such suspension shall not affect the right of such Bank to receive the compensation so requested.
(b) Without limiting the effect of the provisions of paragraph (aSection 5.01(a) of this Section 5.01hereof, in the event that, by reason of any Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank that which includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank that which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of CREDIT AGREEMENT liabilities or assets that which it may hold, then, if such Bank so elects by notice to the Company Borrower (with a copy to the Administrative Agent), the obligation of such Bank to make or Continue, or to Convert Base Rate Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the Loans theretofore made by such Bank shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans in accordance with the provisions of Section 5.03A5.04 hereof shall be applicable). Credit Agreement.
(c) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Company Borrower shall pay directly to each Bank from time to time on request such amounts as such Bank may determine to be necessary to compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for any costs that which it determines are attributable to the maintenance by such Bank (or any Applicable Lending Office or such bank holding companyOffice), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawfullaw) of any court or governmental or monetary authority (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) heretofore or hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A))authority, of capital in respect of its Commitment(s) Commitments or Loans (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such Bank (or any Applicable Lending Office or such bank holding companyOffice) to a level below that which such Bank (or any Applicable Lending Office or such bank holding companyOffice) could have achieved but for such law, regulation, interpretation, directive or request).
(d) Each Bank will notify the Borrower of any event occurring after the date of this Agreement that will entitle such Bank to compensation under paragraph (a) or (c) of this Section 5.01 as promptly as practicable, but in any event within 60 days, after such Bank obtains actual knowledge thereof; PROVIDED, however, that if any Bank fails to give such notice within 60 days after it obtains actual knowledge of such an event, such Bank shall, with respect to compensation payable pursuant to this Section 5.01 in respect of any costs resulting from such event, only be entitled to payment under this Section 5.01 for costs incurred from and after the date 60 days prior to the date that such Bank does give such notice; and PROVIDED, FURTHER, that each Bank will designate a different Applicable Lending Office for the Loans of such Bank affected by such event if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Bank, be disadvantageous to such Bank, except that such Bank shall have no obligation to designate an Applicable Lending Office located in the United States of America. For Each Bank will furnish to the Borrower a certificate setting forth the basis and amount of each request by such Bank CREDIT AGREEMENT for compensation under paragraph (a) or (c) of this Section 5.01. Determinations and allocations by any Bank for purposes of this Section 5.01 of the effect of any Regulatory Change pursuant to Section 5.01(a) or (b) hereof, or of the effect of capital maintained pursuant to Section 5.01(c)) hereof, "Basel Accord" on its costs or rate of return of maintaining Loans or its obligation to make Loans, or on amounts receivable by it in respect of Loans, and of the amounts required to compensate such Bank under this Section 5.01, shall mean the proposals for risk-based capital framework described by the Basel Committee be conclusive, PROVIDED that such determinations and allocations are made on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to time or any replacement thereofa reasonable basis.
Appears in 1 contract
Additional Costs. (a) The Company Borrower shall pay directly to reimburse each Bank from time to time such amounts as such Bank may determine to be necessary to compensate such Bank Lender for any increase in such Lender’s costs (which shall include, but not be limited to, taxes, other than Taxes and documentary or similar taxes, which shall be governed by Sections 9.1 and 11.3(b), respectively, and taxes that such Bank determines are attributable to its making specifically excluded from the definition of Taxes, as described in Section 9.1, fees or maintaining of any Eurodollar Loans or its obligation to make any Eurodollar Loans hereundercharges), or any reduction in any amount receivable by such Bank hereunder in respect of any Loans loss or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change that:
(i) changes the basis of taxation of any amounts payable to such Bank under this Agreement or its Notes (other than taxes imposed on or measured by the overall net income of such Bank or of its Applicable Lending Office by the jurisdiction in which such Bank has its principal office or such Applicable Lending Office); or
(ii) imposes or modifies any reserve, special deposit or similar requirements (other than the Reserve Requirement Credit Agreement utilized in the determination of the Eurodollar Rate for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank expense (including, without limitation, any of such Loans loss or any deposits referred to in the definition of "Eurodollar Base Rate" in Section 1.01 hereof), or any commitment of such Bank hereunder (including, without limitation, the Commitment of such Bank); or
(iii) imposes any other condition affecting this Agreement or its Notes or its Commitment. If any Bank requests compensation from the Company under this Section 5.01(a), the Company may, by notice to such Bank (with a copy to the Agent), suspend the obligation of such Bank thereafter to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.03A hereof shall be applicable), provided that such suspension shall not affect the right of such Bank to receive the compensation so requested.
(b) Without limiting the effect of the provisions of paragraph (a) of this Section 5.01, in the event that, expense incurred by reason of any Regulatory Change, any Bank either (i) incurs Additional Costs based on the liquidation or measured by the excess above a specified level of the amount of a category re-employment of deposits or other liabilities funds acquired by such Lender to fund or maintain outstanding the principal amount of such Bank that includes deposits the Loans) incurred by reference to which it directly or indirectly resulting from the interest rate on Eurodollar Loans is determined as provided in this Agreement making of any LIBOR Lending Rate Portion due to: (i) the modification, adoption, or a category enactment of extensions of credit any law, rule, regulation or treaty or the interpretation thereof by any governmental or other assets of such Bank that includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Bank so elects by notice to the Company (with a copy to the Administrative Agent), the obligation of such Bank to make Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the Loans theretofore made by such Bank shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans in accordance with the provisions of Section 5.03A). Credit Agreement
(c) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Company shall pay directly to each Bank from time to time on request such amounts as such Bank may determine to be necessary to compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for any costs that it determines are attributable to the maintenance by such Bank (or any Applicable Lending Office or such bank holding company), pursuant to any law or regulation or any interpretation, directive or request authority (whether or not having the force of law and whether or not failure to comply therewith would be unlawfullaw) of any court or governmental or monetary authority (i) following any Regulatory Change or which becomes effective after the date hereof; (ii) implementing the modification or new application of any risk-based capital guideline law, regulation or treaty or the interpretation thereof by any governmental or other requirement authority (whether or not having the force of law and law) which becomes effective after the date hereof; (iii) compliance by such Lender with any request or directive (whether or not having the failure force of law) of any monetary or fiscal agency or authority which becomes effective after the date hereof; (iv) violations by Borrower of the terms of this Agreement; or (v) any prepayment of a LIBOR Lending Rate Portion at any time prior to comply therewith the end of the applicable Interest Period, including pursuant to Section 8.2.
(b) With respect to LIBOR Lending Rate Portions, the amount of such costs, losses, or expenses shall be determined solely by such Lender based upon the assumption that such Lender funded one hundred percent (100%) of each LIBOR Lending Rate Portion in the LIBOR market. In attributing such Lender’s general costs relating to its eurocurrency operations to any transaction under this Agreement or averaging any costs over a period of time, such Lender may use any reasonable attribution or averaging methods which it deems appropriate and practical. Such Lender shall notify Borrower of the amount due such Lender pursuant to this Section 2.6 and Borrower shall pay to such Lender the amount due within fifteen (15) days of its receipt of such notice. A certificate as to the amounts payable pursuant to the foregoing sentence together with whatever detail is reasonably available to such Lender shall be submitted by such Lender to Borrower. Such determination shall, if not objected to within ten (10) days, be conclusive and binding upon Borrower in the absence of manifest error. If such Lender claims increased costs, loss, or expenses pursuant to this Section 2.6, then such Lender, if requested by Borrower, shall use reasonable efforts to take such steps that Borrower reasonably requests, including designating different Lending Offices, as would eliminate or reduce the amount of such increased costs, losses, or expenses, so long as taking such steps would not, in the reasonable judgment of such Lender, otherwise be unlawful) hereafter issued disadvantageous to such Lender. Any recovery by any government such Lender or governmental or supervisory authority implementing at the national level the Basel Accord (includingits Lending Office of amounts previously borne by Borrower pursuant to this Section 2.6 shall be promptly remitted, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System interest (12 C.F.R. Part 208, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A)unless Administrative Agent received interest on such recovered amounts), of capital in respect of its Commitment(s) or Loans (to Borrower by such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such Bank (or any Applicable Lending Office or such bank holding company) to a level below that which such Bank (or any Applicable Lending Office or such bank holding company) could have achieved but for such law, regulation, interpretation, directive or request). For purposes of this Section 5.01(c), "Basel Accord" shall mean the proposals for risk-based capital framework described by the Basel Committee on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to time or any replacement thereofLender.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Motorcar Parts America Inc)
Additional Costs. (a) The Company shall pay directly to each Bank Lender from time to time such amounts as such Bank Lender may determine to be CREDIT AGREEMENT necessary to compensate such Bank Lender for any costs that such Bank Lender determines are attributable to its making or maintaining of any Eurodollar Loans or its obligation to make any Eurodollar Loans hereunder, hereunder or any reduction in any amount receivable by such Bank Lender hereunder in respect of any of such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional CostsADDITIONAL COSTS"), resulting from any Regulatory Change that:
(i) shall subject any Lender (or its Applicable Lending Office for any of such Loans) to any tax, duty or other charge in respect of such Loans or its Notes or changes the basis of taxation of any amounts payable to such Bank Lender under this Agreement or its Notes in respect of any of such Loans (other than taxes imposed excluding changes in the rate of tax on or measured by the overall net income of such Bank Lender or of its Applicable Lending Office by the jurisdiction in which such Bank Lender is organized or has its principal office or such in which its Applicable Lending OfficeOffice is organized or located or, in each case, any political subdivision or taxing authority thereof or therein); or
(ii) imposes or modifies any reserve, special deposit or similar requirements (other than the Reserve Requirement Credit Agreement utilized in the determination of the Eurodollar Rate for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank Lender (including, without limitation, any of such Loans or any deposits referred to in the definition definitions of "Eurodollar Base Rate" in Section 1.01 hereof), or any commitment of such Bank hereunder Lender (including, without limitation, the Commitment Commitments of such BankLender hereunder); or
(iii) imposes any other condition affecting this Agreement or its Notes (or any of such extensions of credit or liabilities) or its CommitmentCommitments. If any Bank Lender requests compensation from the Company under this Section 5.01(a), the Company may, by notice to such Bank Lender (with a copy to the Agent), suspend the obligation of such Bank Lender thereafter to make or Continue Eurodollar Loans, to Convert Loans of another Type into Eurodollar Loans or to Convert Base Rate Eurodollar Loans into Eurodollar Loans, Loans of another Type until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.03A 5.04 hereof shall be applicable), provided CREDIT AGREEMENT PROVIDED that such suspension shall not affect the right of such Bank Lender to receive the compensation so requested.
(b) Without limiting the effect of the provisions of paragraph (a) of this Section 5.01, in the event that, by reason of any Regulatory Change, any Bank either Lender (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank Lender that includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank Lender that includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, hold then, if such Bank Lender so elects by notice to the Company (with a copy to the Administrative Agent), the obligation of such Bank Lender to make or Continue, or to Convert Loans of another type into, Eurodollar Loans Loans, hereunder (as the case may be) shall be suspended until any such Regulatory Change ceases to be in effect (in which case the Loans theretofore made by such Bank shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans in accordance with the provisions of Section 5.03A5.04 hereof shall be applicable). Credit Agreement.
(c) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Company shall pay directly to each Bank Lender from time to time on request such amounts as such Bank Lender may determine to be necessary to compensate such Bank Lender (or, without duplication, the bank holding company of which such Bank Lender is a subsidiary) for any costs that it determines are attributable to the maintenance by such Bank Lender (or any Applicable Lending Office or such bank holding company), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) of any court or governmental or monetary authority (i) following any Regulatory Change or (ii) hereafter implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) heretofore or hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Basle Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A)), of capital in respect of its Commitment(s) Commitments or Loans (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such Bank (or any Applicable Lending Office or such bank holding company) to a level below that which such Bank (or any Applicable Lending Office or such bank holding company) could have achieved but for such law, regulation, interpretation, directive or request). For purposes of this Section 5.01(c), "Basel Accord" shall mean the proposals for risk-based capital framework described by the Basel Committee on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to time or any replacement thereof.CREDIT AGREEMENT
Appears in 1 contract
Sources: Credit Agreement (Suiza Foods Corp)
Additional Costs. (a) The Company Borrower shall pay directly to each the Bank from time to time on demand such amounts as such the Bank may determine (in the manner set forth in Section 5.01(d)) to be necessary to compensate such Bank it for any increases in costs that such Bank determines are attributable to its making or maintaining of any Eurodollar LIBOR Loans under this Agreement or its Note or its obligation to make any Eurodollar LIBOR Loans hereunder, hereunder or any reduction in any amount receivable by such the Bank hereunder in respect of any LIBOR Loans or such obligation or capital in respect of this Agreement (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change that:
which: (i) changes the basis of taxation of any amounts payable to such the Bank under this Agreement or its Notes the Revolving Credit Note in respect of any of such LIBOR Loans (other than taxes imposed on or measured by the overall net income of such the Bank or of its Applicable Lending Office for any LIBOR Loans by the jurisdiction in which such the Bank has its principal office or such Applicable Lending Officeoffice); or
or (ii) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirements (other than the Reserve Requirement Credit Agreement utilized in the determination of the Eurodollar Rate for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including, without limitation, any of such Loans the Bank; or any deposits referred to in the definition of "Eurodollar Base Rate" in Section 1.01 hereof), or any commitment of such Bank hereunder (including, without limitation, the Commitment of such Bank); or
(iii) imposes any other condition affecting this Agreement or its Notes the Note (or its Commitmentany of such extensions of credit or liabilities). The Bank will notify Borrower of any event occurring after the date of this Agreement which will entitle the Bank to compensation pursuant to this Section as promptly as practicable after it obtains knowledge thereof by furnishing Borrower a written statement describing the Additional Costs entitling it to compensation hereunder and the Bank's method of allocating to Borrower such Additional Costs. If any the Bank requests compensation from the Company Borrower under this Section 5.01(aor under Section 5.01(c), the Company may, by notice to such Bank (with a copy to the Agent), Borrower may suspend the obligation of such the Bank thereafter to make or Continue Eurodollar Loans, or Loans of the type with respect to Convert Base Rate Loans into Eurodollar Loans, until the Regulatory Change giving rise to which such request ceases to be in effect (in which case the provisions of Section 5.03A hereof shall be applicable), provided that such suspension shall not affect the right of such Bank to receive the compensation so is requested.
(b) Without limiting the effect of the foregoing provisions of paragraph (a) of this Section 5.01Section, in the event that, if by reason of any Regulatory Change, any the Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such the Bank that which includes deposits by reference to which the interest rate on Eurodollar LIBOR Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such the Bank that which includes Eurodollar LIBOR Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that which it may hold, then, if such the Bank so elects by notice to the Company (with a copy to the Administrative Agent)Borrower, the obligation of such the Bank to make Eurodollar Loans of such type hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (in which case the Loans theretofore made by such Bank shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans in accordance with the provisions of Section 5.03A). Credit Agreementeffect.
(c) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication)Section, the Company Borrower shall pay directly to each the Bank from time to time on request such amounts as such the Bank may determine (in the manner set forth in Section 5.01(d)) to be necessary to compensate such the Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for any costs that it determines Additional Costs which are attributable to the maintenance by such Bank (it or any Applicable Lending Office or such bank holding company), of its affiliates (pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawfulRegulatory Change) of any court or governmental or monetary authority (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A)), of capital in respect of its Commitment(s) Loans hereunder or its obligation to make Loans hereunder (such compensation to include, without limitation, an amount equal to any reduction of the rate of in return on assets or equity of such the Bank (or any Applicable Lending Office or such bank holding company) to a level below that which such Bank (or any Applicable Lending Office or such bank holding company) could it would have achieved but for such law, regulation, interpretation, directive or requestRegulatory Change). For The Bank will notify Borrower if it is entitled to compensation pursuant to this Section as promptly as practicable after it obtains knowledge thereof by furnishing Borrower with a written statement describing the Additional Costs entitling it to compensation hereunder and the Bank's method of allocating to Borrower such Additional Costs.
(d) Reasonable determinations and allocations by the Bank for purposes of this Section 5.01(cthe effect of any Regulatory Change pursuant to Sections 5.01(a), "Basel Accord" (b) or (c) on its costs of making or maintaining Loans or its obligation to make Loans, or on amounts receivable by, or the rate of return to, it in respect of Loans or such obligation, and of the additional amounts required to compensate the Bank, shall mean the proposals for risk-based capital framework described by the Basel Committee on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to time or any replacement thereofbe conclusive absent demonstrated error.
Appears in 1 contract
Additional Costs. (a) The Company Borrower shall pay directly to each Bank Lender from time to time such amounts as such Bank Lender may determine to be necessary to compensate such Bank Lender for any costs that such Bank Lender determines are attributable to its making or maintaining of any Eurodollar Loans or its obligation to make any Eurodollar Loans hereunder, or any reduction in any amount receivable by such Bank Lender hereunder in respect of any of such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change that:: ----------------
(i) shall subject any Lender (or its Applicable Lending Office for any of such Loans) to any tax, duty or other charge in respect of such Loans or its Notes or changes the basis of taxation of any amounts payable to such Bank Lender under this Agreement or its Notes in respect of any of such Loans (other than taxes imposed excluding changes in the rate of tax on or measured by the overall net income of such Bank Lender or of its such Applicable Lending Office by the jurisdiction in which such Bank Lender has its principal office or such Applicable Lending Office); or
(ii) imposes or modifies any reserve, special deposit or similar requirements (other than the Reserve Requirement Credit Agreement utilized used in the determination of the Eurodollar Rate for any Interest Period for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank Lender (including, without limitation, any of such Loans or any deposits referred to in the definition of "Eurodollar Base Rate" in Section 1.01 hereof1.01), or any commitment of such Bank hereunder Lender (including, without limitation, the Commitment Commitments of such BankLender hereunder); or
(iii) imposes any other condition affecting this Agreement or its Notes (or any of such extensions of credit or liabilities) or its CommitmentCommitments. If any Bank Lender requests compensation from the Company Borrower under this Section 5.01(a)paragraph, the Company Borrower may, by notice to such Bank Lender (with a copy to the Administrative Agent), suspend the obligation of such Bank Lender thereafter to make or Continue Eurodollar Loans, or to Convert Base Rate Loans of any other Type into Eurodollar Loans, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.03A hereof 5.04 shall be applicable), provided -------- that such suspension shall not affect the right of such Bank Lender to receive the compensation so requested.
(b) Without limiting the effect of the provisions of paragraph (a) of this Section 5.01, in the event that, by reason of any Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank that includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank that includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Bank so elects by notice to the Company (with a copy to the Administrative Agent), the obligation of such Bank to make Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the Loans theretofore made by such Bank shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans in accordance with the provisions of Section 5.03A). Credit Agreement
(c) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Company Borrower shall pay directly to each Bank Lender from time to time on request such amounts as such Bank Lender may determine to be necessary to compensate such Bank Lender (or, without duplication, the bank holding company of which such Bank Lender is a subsidiary) for any costs that it determines are attributable to the maintenance by such Bank Lender (or any Applicable Lending Office or such bank holding company), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) of any court or governmental or monetary authority (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A))Basle Accord, of capital in respect of its Commitment(s) Commitments or Loans (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such Bank Lender (or any Applicable Lending Office or such bank holding company) to a level below that which such Bank Lender (or any Applicable Lending Office or such bank holding company) could have achieved but for such law, regulation, interpretation, directive or request).
(c) Each Lender shall notify the Borrower of any event occurring after the date hereof entitling such Lender to compensation under paragraph (a) or (b) of this Section 5.01 as promptly as practicable, but in any event within 45 days, after such Lender obtains actual knowledge thereof; provided that (i) -------- if any Lender fails to give such notice within 45 days after it obtains actual knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.01 in respect of any costs resulting from such event, only be entitled to payment under this Section 5.01 for costs incurred from and after the date 45 days prior to the date that such Lender does give such notice and (ii) each Lender will designate a different Applicable Lending Office for the Loans of such Lender affected by such event if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, be disadvantageous to such Lender, except that such Lender shall have no obligation to designate an Applicable Lending Office located in the United States of America. For Each Lender will furnish to the Borrower a certificate setting forth the basis and amount of each request by such Lender for compensation under paragraph (a) or (b) of this Section 5.01. Determinations and allocations by any Lender for purposes of this Section 5.01(c)5.01 of the effect of any Regulatory Change pursuant to paragraph (a) of this Section 5.01, "Basel Accord" or of the effect of capital maintained pursuant to paragraph (b) of this Section 5.01 on its costs or rate of return of maintaining Loans or its obligation to make Loans, or on amounts receivable by it in respect of Loans, and of the amounts required to compensate such Lender under this Section 5.01, shall mean the proposals for risk-based capital framework described by the Basel Committee be conclusive, provided that such determinations and allocations are made on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to time or any replacement thereofa reasonable basis.
Appears in 1 contract
Sources: Credit Agreement (Premier Parks Inc)
Additional Costs. (a) The Company Borrower shall pay directly to each Bank from time to time such amounts as such Bank may determine to be necessary to compensate such Bank it for any costs that incurred by such Bank which such Bank determines are attributable to its making or maintaining of any Eurodollar Loans Advances or any Alternate Currency Advances hereunder or its obligation to make any Eurodollar Loans such Advances hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any Loans such Advances or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory ---------------- Change thatwhich:
(i) changes the basis of taxation of any amounts payable to such Bank under this Agreement or its Notes Note in respect of any Eurodollar Advances or any Alternate Currency Advances (other than taxes imposed on or measured by the overall net income of such Bank or of its Applicable Lending Office for any Eurodollar Advances or any Alternate Currency Advances by the jurisdiction in which such Bank has its principal office or such Applicable Lending Office); or;
(ii) imposes or modifies any reserve, special deposit deposit, minimum capital, capital ratio, or similar requirements (other than the Reserve Requirement Credit Agreement utilized in the determination of the Eurodollar Rate for such Loan) requirement relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Bank (including, without limitation, including (A) any of such Loans Eurodollar Advances or any deposits referred to in the definition of "Eurodollar Base Rate" in Section 1.01 1.1 hereof or (B) any Alternate Currency Advances or ----------- any deposits referred to in the definition of "Alternate Currency Rate" in Section 1.1 hereof), ; or any commitment of such Bank hereunder (including, without limitation, the Commitment of such Bank); or-----------
(iii) imposes any other condition affecting this Agreement or its Notes Note or its Commitment. If any Bank requests compensation from of such extensions of credit or liabilities or commitments.
(a) the Company under this Section 5.01(a), the Company Borrower may, by notice to such Bank (with a copy to the Agent), ------ suspend the obligation of such Bank thereafter to make or Continue Eurodollar Loansmaking, or to Convert Base Rate Loans into Advances into, Eurodollar Loans, Advances or Alternate Currency Advances until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.03A 5.4 hereof shall be applicable)) and ----------- may Convert any Eurodollar Advance into a Floating Rate Advance or Convert any Alternate Currency Advance into a Floating Rate Advance which is funded in Dollars, provided that such suspension shall not affect subject to the right provisions of such Bank to receive the compensation so requested.Section 5.5. ----------- -45-
(b) Without limiting the effect of the foregoing provisions of paragraph (a) of this Section 5.015.1, in the event that, by reason of any Regulatory Change, ----------- any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank that which includes deposits by reference to which the interest rate on Eurodollar Loans Advances or Alternate Currency Advances is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank that which includes Eurodollar Loans Advances or Alternate Currency Advances or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that which it may hold, then, if such Bank so elects by notice to the Company (with a copy to the Administrative Agent), Borrower the obligation of such Bank to make or Continue making, or Convert Advances into, Eurodollar Loans Advances or Alternate Currency Advances hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the Loans theretofore made by such Bank shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans in accordance with the provisions of Section 5.03A5.4 hereof shall be applicable). Credit Agreement-----------
(c) Without limiting Determinations and allocations by any Bank for purposes of this Section 5.1 of the effect of any Regulatory Change on its costs of ----------- maintaining its obligations to make Advances or of making or maintaining Advances or on amounts receivable by it in respect of Advances, and of the foregoing provisions of this Section 5.01 (but without duplication), the Company shall pay directly to each Bank from time to time on request such additional amounts as such Bank may determine to be necessary required to compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for any costs that it determines are attributable to the maintenance by such Bank (or any Applicable Lending Office or such bank holding company), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) of any court or governmental or monetary authority (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A)), of capital in respect of its Commitment(s) or Loans (any Additional Costs, shall be conclusive, provided that such compensation to include, without limitation, an amount equal to any reduction of the rate of return determinations and allocations are made on assets or equity of such Bank (or any Applicable Lending Office or such bank holding company) to a level below that which such Bank (or any Applicable Lending Office or such bank holding company) could have achieved but for such law, regulation, interpretation, directive or request). For purposes of this Section 5.01(c), "Basel Accord" shall mean the proposals for risk-based capital framework described by the Basel Committee on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to time or any replacement thereofreasonable basis.
Appears in 1 contract
Sources: Credit Agreement (Cellstar Corp)
Additional Costs. (a) The Company shall pay directly to each Bank from time to time such amounts as such Bank may determine to be necessary to compensate such Bank for any costs that such Bank determines are attributable to its making or maintaining of any Eurodollar Loans or its obligation to make any Eurodollar Loans hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change that:
(i1) changes the basis of taxation of any amounts payable to such Bank under this Agreement or its Notes in respect of any of such Loans (other than franchise taxes and taxes imposed on or measured by the overall net income of such Bank or of its Applicable Lending Office for any of such Loans by the United States of America or the jurisdiction in which such Bank has its principal office Principal Office or such Applicable Lending Office); or;
(ii2) imposes or modifies any reserve, special deposit deposit, minimum capital, capital ratio, or similar requirements (other than the Reserve Requirement Credit Agreement utilized in the determination of the Eurodollar Rate for such Loan) requirement relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Bank (including, without limitation, including any of such Loans or any deposits referred to in the definition of "Eurodollar Base Libor Rate" in Section 1.01 1.1 hereof), or any commitment of such Bank hereunder (including, without limitation, the Commitment of such Bank); or
(iii3) imposes any other condition affecting this Agreement or its the Notes or its Commitment. any of such extensions of credit or liabilities or commitments.
(a) If any Bank requests compensation from the Company Borrower under this Section 5.01(asubsection 6.1(a), the Company Borrower may, by notice to such Bank (with a copy to the Agent), ) suspend the obligation of such Bank thereafter to issue or participate in Letters of Credit or to make Loans subject to Libor Accounts or Continue Eurodollar Loans, Libor Accounts as Libor Accounts or to Convert Base Rate Loans Accounts into Eurodollar Loans, Libor Accounts until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.03A 6.4 hereof shall be applicableapplicable with respect to such Libor Accounts), provided that . A Bank may only request compensation under this subsection 6.1(a) for Additional Cost incurred (i) at any time after the date which is three (3) months prior to the date the Bank requests such suspension shall not affect compensation and (ii) at any time after it has notified the right of such Bank to receive the Borrower it will request compensation so requestedunder this subsection 6.1(a).
(b2) Without limiting the effect of the foregoing provisions of paragraph (a) of this Section 5.016.1, in the event that, by reason of any Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank that which includes deposits by reference to which the interest rate on Eurodollar the Loans subject to Libor Accounts is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank that which includes Eurodollar Loans subject to Libor Accounts or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that which it may hold, then, if such Bank so elects by notice to the Company Borrower (with a copy to the Administrative Agent), the obligation of such Bank to make Eurodollar Loans subject to Libor Accounts or Continue Libor Accounts as Libor Accounts or Convert Base Rate Accounts into Libor Accounts hereunder shall be suspended until such the Regulatory Change giving rise to such request ceases to be in effect (in which case the Loans theretofore made by such Bank shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans in accordance with the provisions of Section 5.03A6.4 hereof shall be applicable). Credit Agreement.
(c3) Without limiting Determinations and allocations by any Bank for purposes of this Section 6.1 of the effect of any Regulatory Change on its costs of maintaining its obligation to make Loans or issue or participate in Letters of Credit or of making or maintaining Loans or issuing or participating in Letters of Credit or on amounts receivable by it in respect of Loans or Letters of Credit, and of the foregoing provisions of this Section 5.01 (but without duplication), the Company shall pay directly to each Bank from time to time on request such additional amounts as such Bank may determine to be necessary required to compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for any costs that it determines are attributable to the maintenance by such Bank (or any Applicable Lending Office or such bank holding company), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) of any court or governmental or monetary authority (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A)), of capital in respect of its Commitment(s) or Loans (any Additional Costs, shall, absent manifest error, be conclusive, provided that such compensation to include, without limitation, an amount equal to any reduction of the rate of return determinations and allocations are made on assets or equity of such Bank (or any Applicable Lending Office or such bank holding company) to a level below that which such Bank (or any Applicable Lending Office or such bank holding company) could have achieved but for such law, regulation, interpretation, directive or request). For purposes of this Section 5.01(c), "Basel Accord" shall mean the proposals for risk-based capital framework described by the Basel Committee on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to time or any replacement thereofreasonable basis.
Appears in 1 contract
Sources: Credit Agreement (Learningstar Inc)
Additional Costs. (a) The Company Borrower shall pay directly to each Bank from time to time on demand such amounts as such Bank may reasonably determine to be necessary to compensate such Bank it for any costs that which such Bank determines are attributable to its making or maintaining of any Eurodollar Loans under this Agreement or its Note or its obligation to make any Eurodollar such Loans hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change that:
Change, or any Reserve Requirement for any such Loans which: (i) changes the basis of taxation of any amounts payable to such Bank under this Agreement or its Notes Note in respect of any of such Loans (other than taxes imposed on or measured by the overall net income of such Bank or of its Applicable Lending Office for any of such Loans by the jurisdiction in which such Bank has its principal office or such Applicable Lending Office); or
or (ii) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirements (other than the Reserve Requirement Credit Agreement utilized in the determination of the Eurodollar Rate for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including, without limitation, including any of such Loans or any deposits referred to in the definition of "Eurodollar LIBO Base Rate" in Section 1.01 hereof), or any commitment of such Bank hereunder (including, without limitation, the Commitment of such Bank1.01); or
or (iii) imposes any other condition affecting this Agreement or its Notes Note (or its Commitmentany of such extensions of credit or liabilities). Each Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Bank to compensation pursuant to this Section 3.01(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. The amount payable to any such Bank shall be computed from the date of the occurrence giving rise to Additional Cost, or the date that is 120 days prior to the date of demand by such Bank, whichever is later. If any Bank requests compensation from the Company Borrower under this Section 5.01(asection 3.01(a), or under section 3.01(c), the Company Borrower may, by notice to such Bank (with a copy to the Agent), suspend the obligation of such Bank thereafter to make or Continue Eurodollar Loans, or maintain Loans of the type with respect to Convert Base Rate Loans into Eurodollar Loans, until the Regulatory Change giving rise to which such request ceases to be in effect compensation is requested (in which case the provisions of Section 5.03A hereof section 3.04 shall be applicable), provided that such suspension shall not affect the right of such Bank to receive the compensation so requested.
(b) Without limiting the effect of the foregoing provisions of paragraph (a) of this Section 5.013.01, in the event that, by reason of any Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank that which includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank that which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that which it may hold, then, if such Bank so elects by notice to the Company Borrower (with a copy to the Administrative Agent), the obligation of such Bank to make Eurodollar Loans of such type hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (in which case the Loans theretofore made by such Bank shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans in accordance with the provisions of Section 5.03A3.04 shall be applicable). Credit Agreement.
(c) Without limiting the effect of the foregoing provisions of this Section 5.01 3.01 (but without duplication), the Company Borrower shall pay directly to each Bank from time to time on request such amounts as such Bank may reasonably determine to be necessary to compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for any costs that which it determines are attributable to the maintenance of capital by such Bank (it or any Applicable Lending Office or such bank holding company), of its Affiliates pursuant to any future law or regulation of any jurisdiction or any interpretation, directive or request (whether or not having the force of law and whether in effect on the date of this Agreement or not failure to comply therewith would be unlawfulthereafter) of any court or governmental or monetary authority (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A)), of capital in respect of its Commitment(s) Loan hereunder or Loans its obligation to make its Loan hereunder (such compensation to include, without limitation, an amount equal to any reduction of the rate of in return on assets or equity of such Bank (or any Applicable Lending Office or such bank holding company) to a level below that which such Bank (or any Applicable Lending Office or such bank holding company) it could have achieved but for such law, regulation, interpretation, directive or request). For Each Bank will notify the Borrower if it is entitled to compensation pursuant to this Section 3.01(c) as promptly as practicable after it determines to request such compensation. The amount payable to any Bank shall be computed from the date of the occurrence entitling such Bank to compensation, or the date that is one hundred twenty (120) days prior to the date of demand by such Bank, whichever is later.
(d) Determinations and allocations by a Bank for purposes of this Section 5.01(c3.01 of the effect of any Regulatory Change pursuant to subsections (a) or (b), "Basel Accord" or of the effect of capital maintained pursuant to subsection (c), on its costs of making or maintaining Loans or its obligation to make Loans, or on amounts receivable by, or the rate of return to, it in respect of Loans or such obligation, and of the additional amounts required to compensate such Bank under this Section 3.01, shall mean the proposals for risk-based capital framework described by the Basel Committee be conclusive, provided that such determinations and allocations are made on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to time or any replacement thereofa reasonable basis.
Appears in 1 contract
Sources: Credit Agreement (Hardinge Inc)
Additional Costs. (a) The Company Borrowers shall pay directly to each Bank from time to time such amounts as such Bank may reasonably determine to be necessary to compensate such Bank it for any costs that (not otherwise included in the Assessment Rate or Reserve Requirement) which such Bank determines are attributable to its making or maintaining of any Eurodollar Loans Fixed Rate Loans, or its obligation to make any Eurodollar Loans hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any of such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change thatwhich:
(i1) changes the basis of taxation of any amounts payable to such Bank under this Agreement or its the Notes held by such Bank in respect of any of such Loans (other than taxes imposed on or measured by the overall net income of such Bank or for any of its Applicable Lending Office by the jurisdiction in which such Bank has its principal office or such Applicable Lending OfficeLoans); or;
(ii2) imposes or modifies any reserve, special deposit or similar requirements (other than the Reserve Requirement Credit Agreement utilized in the determination of the Eurodollar Rate for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, of such Bank (including, without limitation, including any of such Loans Loans, such obligations or any deposits referred to in the definition of "Eurodollar Fixed Base Rate" in Section 1.01 1.1 hereof), or any commitment of such Bank hereunder (including, without limitation, the Commitment of such Bank); or
(iii3) imposes any other condition affecting this Agreement or its the Notes held by such Bank (or its Commitmentany of such extensions of credit or liabilities). Additional Costs shall not include, with respect to Base Rate Loans, any amounts which the Administrative Agent certifies are reflected in an increase of the Base Rate for the period in which such increase is in effect. Each Bank will notify the Borrowers and the Administrative Agent of any event occurring after the date of this Agreement which will entitle such Bank to compensation pursuant to this Section 5.1(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation and will furnish the Borrowers with a certificate setting forth in reasonable detail the basis and the calculation of the amount of each request for compensation under this Section 5.1(a). If any a Bank requests compensation from the Company Borrowers under this Section 5.01(a5.1(a), the Company Borrowers may, by notice to such Bank (with a copy to the Agent)Bank, suspend the obligation of such Bank thereafter to make additional Loans of the Type with respect to which such compensation is requested until the earlier of (i) such Bank's waiver of its request for compensation or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until (ii) the date on which the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.03A hereof shall be applicable), provided that such suspension shall not affect the right of such Bank to receive the compensation so requested.
(b) Without limiting the effect of the provisions of paragraph (a) of this Section 5.01, in the event that, by reason of any Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank that includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank that includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Bank so elects by notice to the Company (with a copy to the Administrative Agent), the obligation of such Bank to make Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the Loans theretofore made by such Bank shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans in accordance with the provisions of Section 5.03A). Credit Agreement
(c) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Company shall pay directly to each Bank from time to time on request such amounts as such Bank may determine to be necessary to compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for any costs that it determines are attributable to the maintenance by such Bank (or any Applicable Lending Office or such bank holding company), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) of any court or governmental or monetary authority (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A)), of capital in respect of its Commitment(s) or Loans (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such Bank (or any Applicable Lending Office or such bank holding company) to a level below that which such Bank (or any Applicable Lending Office or such bank holding company) could have achieved but for such law, regulation, interpretation, directive or request). For purposes of this Section 5.01(c), "Basel Accord" shall mean the proposals for risk-based capital framework described by the Basel Committee on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to time or any replacement thereof.to
Appears in 1 contract
Sources: Credit Agreement (Charter Communications Southeast Lp)
Additional Costs. (a) The Company Borrower shall pay directly to each Bank from time to time on demand such amounts as such Bank may determine to be necessary to compensate such Bank it for any costs that which such Bank determines are attributable to its making or maintaining of any Eurodollar Fixed Rate Loans under this Agreement or its Notes or its obligation to make any Eurodollar such Loans hereunder, or any reduction in any amount receivable by such Bank hereunder (including any amount receivable under this Section 3.01) in respect of any such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change that:
which: (i) changes the basis of taxation of any amounts payable to such Bank under this Agreement or its Notes (including any amounts payable under this Section 3.01) in respect of any of such Loans (other than taxes imposed on or measured by the overall net income of such Bank or of its Applicable Lending Office for any of such Loans by the jurisdiction in which such Bank has its principal office or such Applicable Lending Office); or
or (ii) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirements (other than the Reserve Requirement Credit Agreement utilized in the determination of the Eurodollar Rate for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including, without limitation, including any of such Loans or any deposits referred to in the definition of "Eurodollar Fixed Base Rate" in Section 1.01 hereof), or any commitment of such Bank hereunder (including, without limitation, the Commitment of such Bank1.01); or
or (iii) imposes any other condition affecting this Agreement or its Notes (or its Commitmentany of such extensions of credit or liabilities). Each Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Bank to compensation pursuant to this Section 3.01(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. Any demand for payment under this Section 3.01(a) may include on a prospective basis any amounts required to be deducted from such payment to the extent that such amounts would be reimbursable hereunder when incurred. If any Bank requests compensation from the Company Borrower under this Section 5.01(a3.01(a), or under Section 3.01(c), the Company Borrower may, by notice to such Bank (with a copy to the Agent), suspend the obligation of such Bank thereafter to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.03A hereof shall be applicable), provided require that such suspension shall not affect Bank's Loans of the right of type with respect to which such Bank to receive the compensation so requestedis requested be prepaid in accordance with Section 2.05 or be converted in accordance with Section 3.04.
(b) Without limiting the effect of the foregoing provisions of paragraph (a) of this Section 5.013.01, in the event that, by reason of any Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank that which includes deposits by reference to which the interest rate on Eurodollar or then outstanding Quoted Rate Loans is determined as provided in this Agreement or in the lending Bank's offer with respect to a Quoted Rate Loan, or a category of extensions of credit or other assets of such Bank that which includes Eurodollar or then outstanding Quoted Rate Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that which it may hold, then, if such Bank so elects by notice to the Company Borrower (with a copy to the Administrative Agent), the obligation of such Bank to make Eurodollar or renew, and to convert Loans of any other type into, Loans of such type hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (in which case the and all Loans theretofore made of such type held by such Bank then outstanding shall bear interest be, at the Base Rate from the last day of the then current Interest Period for such Loans Borrower's election, prepaid in accordance with the provisions of Section 5.03A2.05 or converted in accordance with Section 3.04). Credit Agreement.
(c) Without limiting the effect of the foregoing provisions of this Section 5.01 3.01 (but without duplication), the Company Borrower shall pay directly to each Bank from time to time on request such amounts as such Bank may determine to be necessary to compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for any costs that which it determines are attributable to the maintenance maintenance, by such Bank (it or any Applicable Lending Office or such bank holding company), of its affiliates pursuant to any law or regulation of any jurisdiction or any interpretation, directive or request (whether or not having the force of law and whether in effect on the date of this Agreement or not failure to comply therewith would be unlawfulthereafter) of any court or governmental or monetary authority (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A))authority, of capital in respect of its Commitment(s) Loans hereunder or its obligation to make Loans hereunder (such compensation to include, without limitation, an amount equal to any reduction of the rate of in return on assets or equity of such Bank (or any Applicable Lending Office or such bank holding company) to a level below that which such Bank (or any Applicable Lending Office or such bank holding company) it could have achieved but for such law, regulation, interpretation, directive or request). For Each Bank will notify the Borrower if it is entitled to compensation pursuant to this Section 3.01(c) as promptly as practicable after it determines to request such compensation.
(d) Determinations and allocations by a Bank for purposes of this Section 5.01(c3.01 of the effect of any Regulatory Change pursuant to subsections (a) or (b), "Basel Accord" or of the effect of capital maintained pursuant to subsection (c), on its costs of making or maintaining Loans or its obligation to make Loans, or on amounts receivable by, or the rate of return to, it in respect of Loans or such obligation, and of the additional amounts required to compensate such Bank under this Section 3.01, shall mean the proposals for risk-based capital framework described by the Basel Committee be conclusive, provided that such determinations and allocations are made on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to time or any replacement thereofa demonstrably reasonable basis.
Appears in 1 contract
Additional Costs. (a) The Company Borrower shall pay directly to each Bank Bank, from time to time time, on demand of any such Bank, such amounts as such Bank may reasonably determine to be necessary to compensate such Bank it for any costs that such which Bank reasonably determines are attributable to its making or maintaining of any Eurodollar Loans or its obligation to make any Eurodollar Loans Loan or issue any Letter of Credit hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any such Loans or Letters of Credit or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change that:
which: (i) changes the basis of taxation of any amounts payable to such Bank under this Agreement or its Notes Note or any Letter of Credit in respect of any such obligations (other than taxes imposed on or measured by the overall net income of such Bank or for any of its Applicable Lending Office such obligations by the jurisdiction in which such Bank has its principal office or such Applicable Lending OfficeOffice or franchise taxes imposed in lieu of income taxes); or
or (ii) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirements (other than the Reserve Requirement Credit Agreement utilized in the determination of the Eurodollar Rate for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including, without limitation, including any of such Loans or any deposits referred to in the definition definitions of "Eurodollar Base RateLIBOR Loans" in Section 1.01 hereof), or any commitment "Letters of such Bank hereunder (including, without limitation, the Commitment of such BankCredit"); or
or (iii) imposes any other condition affecting this Agreement Agreement, or its Notes Note (or its Commitment. If any Bank requests compensation from the Company under this Section 5.01(a), the Company may, by notice to such Bank (with a copy to the Agent), suspend the obligation of such extensions of credit or liabilities) or any Letter of Credit and such Bank's obligations with respect thereto. Each Bank thereafter to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until will notify the Regulatory Change giving rise to such request ceases to be in effect (in Agent and the Borrower of any event occurring after the date of this Agreement which case the provisions of Section 5.03A hereof shall be applicable), provided that such suspension shall not affect the right of will entitle such Bank to receive compensation pursuant to this Section 4.2(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. Notwithstanding anything herein to the compensation so requestedcontrary, no provision of this Section 4.2(a) shall be deemed to require the Borrower to make any payment of any amount to the extent that such payment would duplicate any payment made by the Borrower pursuant to Section 3.7 hereof.
(b) Without limiting the effect of the foregoing provisions of paragraph (a) of this Section 5.014.2, in the event that, by reason of any Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank that which includes deposits by reference to which the interest rate on Eurodollar LIBOR Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank that which includes Eurodollar LIBOR Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that which it may hold, then, if such Bank so elects by notice to the Company (with a copy to the Administrative Agent)Borrower, the obligation of such Bank to make Eurodollar LIBOR Loans hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (in which case the Loans theretofore made by such Bank shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans in accordance with the provisions of Section 5.03A4.5 shall be applicable). Credit Agreement.
(c) Without limiting the effect of the foregoing provisions of this Section 5.01 4.2 (but without duplication), the Company Borrower shall pay directly to each Bank from time to time on request such amounts as such Bank may reasonably determine to be necessary to compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for any costs that which it reasonably determines are attributable to the maintenance by such Bank (it or any Applicable Lending Office or such bank holding company), of its 31 Affiliates pursuant to any law or regulation of any jurisdiction or any interpretation, directive or request (whether or not having the force of law and whether in effect on the date of this Agreement or not failure to comply therewith would be unlawfulthereafter) of any court or governmental or monetary authority (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A))authority, of capital in respect of its Commitment(s) Loans or Loans other obligations hereunder (such compensation to include, without limitation, an amount equal to any reduction of the rate of in return on assets or equity of such Bank (or any Applicable Lending Office or such bank holding company) to a level below that which such Bank (or any Applicable Lending Office or such bank holding company) it could have achieved but for such law, regulation, interpretation, directive or request). For purposes of Each Bank will notify the Agent and the Borrower if it is entitled to compensation pursuant to this Section 5.01(c4.2(c) as promptly as practicable after it determines to request such compensation.
(d) A statement of any Bank setting forth such amount or amounts, supported by calculations in reasonable detail, as shall be necessary to compensate such Bank as specified in paragraphs (a), "Basel Accord" (b) and (c) above shall mean be delivered to the proposals for risk-based capital framework described by Borrower and shall be conclusive absent manifest error. The Borrower shall pay each such Bank the Basel Committee amount shown as due on Banking Regulations any such statement within ten (10) days after its receipt of the same.
(e) Any Bank claiming any additional amounts payable pursuant to this Section 4.2 agrees to use reasonable efforts (consistent with legal and Supervisory Practices regulatory restrictions) to designate a different Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, any such additional amounts and would not, in its paper entitled "International Convergence the reasonable judgment of Capital Measurement and Capital Standards" dated July 1988such Bank, as amended, modified and supplemented and in effect from time be otherwise disadvantageous to time or any replacement thereofsuch Bank.
Appears in 1 contract
Sources: Revolving Credit Agreement (Genovese Drug Stores Inc)
Additional Costs. (a) The Company shall pay directly to each Bank Lender from time to time such amounts as such Bank Lender may determine to be necessary to compensate such Bank Lender for any costs that such Bank Lender determines are attributable to its making or maintaining of any Eurodollar Loans or its obligation to make any Eurodollar Loans hereunder, or any reduction in any amount receivable by such Bank Lender hereunder in respect of any of such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change that:: Credit Agreement
(i) shall subject any Lender (or its Applicable Lending Office for any of such Loans) to any tax, duty or other charge in respect of such Loans or its Notes or changes the basis of taxation of any amounts payable to such Bank Lender under this Agreement or its Notes in respect of any of such Loans (other than taxes imposed excluding changes in the rate of tax on or measured by the overall net income of such Bank Lender or of its such Applicable Lending Office by the jurisdiction in which such Bank Lender has its principal office or such Applicable Lending OfficeOffice and excluding any U.S. Taxes that would not be payable under the proviso in the first paragraph of Section 5.07(a) hereof); or
(ii) imposes or modifies any reserve, special deposit or similar requirements (other than the Reserve Requirement Credit Agreement utilized used in the determination of the Eurodollar Rate for any Interest Period for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank Lender (including, without limitation, any of such Loans or any deposits referred to in the definition of "Eurodollar Base Rate" in Section 1.01 hereof), or any commitment of such Bank hereunder Lender (including, without limitation, the Commitment Commitments of such BankLender hereunder); or
(iii) imposes any other condition affecting this Agreement or its Notes (or any of such extensions of credit or liabilities) or its CommitmentCommitments. If any Bank Lender requests compensation from the Company under this Section 5.01(a), the Company may, by notice to such Bank Lender (with a copy to the Administrative Agent), suspend the obligation of such Bank Lender thereafter to make or Continue Eurodollar Loans, or to Convert Base Rate Loans of any other Type into Eurodollar Loans, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.03A 5.04 hereof shall be applicable), provided that such suspension shall not affect the right of such Bank Lender to receive the compensation so requested.
(b) Without limiting the effect of the provisions of paragraph (a) of this Section 5.01, in the event that, by reason of any Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank that includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank that includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Bank so elects by notice to the Company (with a copy to the Administrative Agent), the obligation of such Bank to make Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the Loans theretofore made by such Bank shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans in accordance with the provisions of Section 5.03A). Credit Agreement
(c) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Company shall pay directly to each Bank Lender from time to time on request such amounts as such Bank Lender may determine to be necessary to compensate such Bank Lender (or, without duplication, the bank holding company of which such Bank Lender is a subsidiary) for any costs that it determines are attributable to the maintenance by such Bank Lender (or any Applicable Lending Office or such bank holding company), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) of any court or governmental or monetary authority (i) following Credit Agreement any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A))Basle Accord, of capital in respect of its Commitment(s) Commitments or Loans (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such Bank Lender (or any Applicable Lending Office or such bank holding company) to a level below that which such Bank Lender (or any Applicable Lending Office or such bank holding company) could have achieved but for such law, regulation, interpretation, directive or request).
(c) Each Lender shall notify the Company of any event occurring after the date hereof entitling such Lender to compensation under Section 5.01(a) or 5.01(b) hereof as promptly as practicable, but in any event within 45 days, after such Lender obtains actual knowledge thereof; provided that (i) if any Lender fails to give such notice within 45 days after it obtains actual knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.01 in respect of any costs resulting from such event, only be entitled to payment under this Section 5.01 for costs incurred from and after the date 45 days prior to the date that such Lender does give such notice and (ii) each Lender will designate a different Applicable Lending Office for the Loans of such Lender affected by such event if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, be disadvantageous to such Lender, except that such Lender shall have no obligation to designate an Applicable Lending Office located in the United States of America. For Each Lender will furnish to the Company a certificate setting forth the basis and amount of each request by such Lender for compensation under Section 5.01(a) or 5.01(b) hereof. Determinations and allocations by any Lender for purposes of this Section 5.01(c)5.01 of the effect of any Regulatory Change pursuant to Section 5.01(a) hereof, "Basel Accord" or of the effect of capital maintained pursuant to Section 5.01(b) hereof, on its costs or rate of return of maintaining Loans or its obligation to make Loans, or on amounts receivable by it in respect of Loans, and of the amounts required to compensate such Lender under this Section 5.01, shall mean the proposals for risk-based capital framework described by the Basel Committee be conclusive, provided that such determinations and allocations are made on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to time or any replacement thereofa reasonable basis.
Appears in 1 contract
Sources: Credit Agreement (Advo Inc)
Additional Costs. (a) The Company shall pay directly to each Bank from time to time such amounts as such Bank may determine to be necessary to compensate such Bank for any costs that such Bank determines are attributable to its making or maintaining of any Eurodollar Loans or its obligation to make any Eurodollar Loans hereunderIf the adoption of, or any reduction change in, any Requirement of Law or in the interpretation or application thereof or compliance by any amount receivable by such Bank hereunder in respect Lender with any request or directive (whether or not having the force of any Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting law) from any Regulatory Change that:central bank or other Governmental Authority or the NAIC made subsequent to the date hereof (or, with respect to the Existing Letters of Credit, made subsequent to their date of issuance (without regard to any deemed issuance on the Closing Date for purposes of Section 2.03) if before the date hereof):
(i) changes shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit or any Lender's participation therein, any Letter of Credit Document or any LIBOR Loan made by it or change the basis of taxation of any amounts payable payments to such Bank under this Agreement or its Notes Lender in respect thereof (other than except for taxes imposed covered by Section 5.06 and changes in the rate of tax on or measured by the overall net income of such Bank or of its Applicable Lending Office by the jurisdiction in which such Bank has its principal office or such Applicable Lending OfficeLender); or;
(ii) imposes shall impose, modify or modifies hold applicable any reserve, special deposit deposit, compulsory loan or similar requirements (requirement against assets held by, deposits or other than liabilities in or for the Reserve Requirement Credit Agreement utilized account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender which is not otherwise included in the determination of the Eurodollar LIBOR Rate for such Loan) relating to any extensions of credit or other assets ofhereunder, or any deposits with or other liabilities of, such Bank (including, without limitation, any of such Loans or any deposits referred to in the definition of "Eurodollar Base Rate" in Section 1.01 hereof), or any commitment of such Bank hereunder (including, without limitation, the Commitment imposition of such Bank)any reserves with respect to the Eurocurrency Liabilities under Regulation D; or
(iii) imposes shall impose on such Lender any other condition affecting this Agreement condition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender deems to be material, of making, converting into, continuing or maintaining LIBOR Loans or issuing or participating in Letters of Credit or to reduce any amount receivable hereunder in respect thereof then, in any such case, Borrower shall promptly pay such Lender, upon its Notes demand, any additional amounts necessary to compensate such Lender for such increased cost or its Commitmentreduced amount receivable. If any Bank requests compensation from Lender becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify Borrower, through the Company under Administrative Agent, of the event by reason of which it has become so entitled. A certificate as to any additional amounts pursuant to this Section 5.01(a)5.01 submitted by such Lender, through the Company mayAdministrative Agent, by notice to such Bank (with a copy to the Agent), suspend the obligation of such Bank thereafter to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.03A hereof Borrower shall be applicable), provided that such suspension conclusive in the absence of clearly demonstrable error. This covenant shall not affect survive the right termination of such Bank to receive this Agreement and the compensation so requestedpayment of the Notes all other amounts payable hereunder.
(b) Without limiting In the event that any Lender shall have determined that the adoption of any law, rule, regulation or guideline regarding capital adequacy (or any change therein or in the interpretation or application thereof) or compliance by any Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any central bank or Governmental Authority, including, without limitation, the issuance of any final rule, regulation or guideline, does or shall have the effect of reducing the provisions rate of paragraph return on such Lender's or such corporation's capital as a consequence of its obligations hereunder or under any Letter of Credit to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (ataking into consideration such Lender's or such corporation's policies with respect to capital adequacy) of this Section 5.01by an amount deemed by such Lender to be material, in the event thatthen from time to time, after submission by reason of any Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank that includes deposits by reference Lender to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank that includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Bank so elects by notice to the Company Borrower (with a copy to the Administrative Agent)) of a written request therefor, the obligation of Borrower shall promptly pay to such Bank to make Eurodollar Loans hereunder shall be suspended until Lender such Regulatory Change ceases to be in effect (in which case the Loans theretofore made by additional amount or amounts as will compensate such Bank shall bear interest at the Base Rate from the last day of the then current Interest Period Lender for such Loans in accordance with the provisions of Section 5.03A). Credit Agreementreduction.
(c) Without limiting Each Lender shall notify Borrower of any event occurring after the effect date of the foregoing provisions this Agreement that will entitle such Lender to compensation under paragraph (a) or (b) of this Section 5.01 (as promptly as practicable, but without duplication)in any event within 120 days after such Lender obtains actual knowledge thereof; PROVIDED, the Company shall pay directly HOWEVER, that if any Lender fails to each Bank from time give such notice within 120 days after it obtains actual knowledge of such an event, such Lender shall, with respect to time on request such amounts as such Bank may determine to be necessary to compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for any costs that it determines are attributable to the maintenance by such Bank (or any Applicable Lending Office or such bank holding company), compensation payable pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) of any court or governmental or monetary authority (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A)), of capital this Section 5.01 in respect of its Commitment(sany costs resulting from such event, only be entitled to payment under this Section 5.01 for costs incurred from and after the date 120 days prior to the date that such Lender does give such notice. Each Lender will furnish to Borrower a certificate setting forth the basis, amount and reasonable detail of computation of each request by such Lender for compensation under paragraph (a) or Loans (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such Bank (or any Applicable Lending Office or such bank holding companyb) to a level below that which such Bank (or any Applicable Lending Office or such bank holding company) could have achieved but for such law, regulation, interpretation, directive or request). For purposes of this Section 5.01(c)5.01, "Basel Accord" shall mean the proposals which certificate shall, except for risk-based capital framework described by the Basel Committee on Banking Regulations demonstrable error, be final, conclusive and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to time or any replacement thereofbinding for all purposes.
Appears in 1 contract
Additional Costs. (a) The Company If the bank shall pay directly to each Bank from time to time such amounts as such Bank may determine an additional amount to be necessary to compensate such Bank it for any costs that such which the Bank determines are attributable to its making or maintaining of any Eurodollar Fixed Rate Loans under this Agreement or the Note or its obligation to make any Eurodollar such Loans hereunder, or any reduction in any amount receivable by such the Bank hereunder in respect of any such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change that:
which: (i) changes the basis of taxation of any amounts payable to such the Bank under this Agreement or its Notes the Note in respect of any of such Loans (other than taxes imposed on or measured by the overall net income of such the Bank or of its Applicable Lending Office for any of such Loans by the jurisdiction in which such Bank has its principal office the Principal Office or such Applicable Lending OfficeOffice is located); or
or (ii) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirements (other than the Reserve Requirement Credit Agreement utilized in the determination of the Eurodollar Rate for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such the Bank (including, without limitation, including any of such Loans or any deposits referred to in the definition of "Eurodollar Fixed Base Rate" in Section 1.01 hereof), or any commitment of such Bank hereunder (including, without limitation, the Commitment of such Bank1.01); or
or (iii) imposes any other condition affecting this Agreement or its Notes the Note (or its Commitmentany of such extensions of credit or liabilities), the Bank will notify the Borrower of the occurrence of such event occurring after the date of this Agreement which will entitle the Bank to compensation pursuant to this Section 3.01(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. The additional amounts payable hereunder by the Borrower will be such amounts as, in the Bank's reasonable determination, will compensate the Bank for such Additional Costs and, subject to the further terms of this paragraph, such amount shall be due and payable by the Borrower to the Bank at the time of such notice. If any Bank requests compensation from at the Company time of notice to the Borrower that amounts are due under this Section 5.01(a3.01(a), the Company mayBorrower and the Bank disagree as to the amounts payable, by notice then the Borrower and the Bank shall thereafter attempt to negotiate in good faith an adjustment to the compensation payable hereunder which will adequately compensate the Bank for such Additional Costs. If the Borrower and the Bank are unable to agree to such Bank (with a copy to adjustment within thirty days of the Agent)day on which the Borrower receives such notice, suspend then commencing as of the obligation date of such notice, the fees payable hereunder shall increase by an amount which will, in the Bank's reasonable determination, compensate the Bank thereafter to make or Continue Eurodollar Loansfor such Additional Costs, or to Convert Base Rate Loans into Eurodollar Loans, until the Regulatory Change giving rise to Bank's determination of such request ceases amount to be in effect (in which case conclusive and binding on the provisions of Section 5.03A hereof shall be applicable), provided that such suspension shall not affect the right of such Bank to receive the compensation so requestedBorrower absent manifest error.
(b) Without limiting the effect of the foregoing provisions of paragraph (a) of this Section 5.013.01, in the event that, by reason of any Regulatory Change, any the Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such the Bank that which includes deposits by reference to which the interest rate on Eurodollar or CD Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such the Bank that which includes Eurodollar or CD Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that which it may hold, then, if such the Bank so elects by notice to the Company (with a copy to the Administrative Agent)Borrower, the obligation of such the Bank to make Eurodollar Loans of such type hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (in which case the Loans theretofore made by such Bank shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans in accordance with the provisions of Section 5.03A). Credit Agreementeffect.
(c) Without limiting the effect of the foregoing provisions of this Section 5.01 3.01 (but without duplication), the Company Borrower shall pay directly to each the Bank from time to time on request such amounts as such the Bank may determine to be necessary to compensate such the Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for any costs that which it determines are attributable to the maintenance by such Bank (it or any Applicable Lending Office or such bank holding company), of its affiliates pursuant to any law or regulation of any jurisdiction or any interpretation, directive or request (whether or not having the force of law and whether in effect on the date of this Agreement or not failure to comply therewith would be unlawfulthereafter) of any court or governmental or monetary authority (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A)), of capital in respect of its Commitment(s) Loans hereunder or its obligation to make Loans hereunder (such compensation to include, without limitation, an amount equal to any reduction of the rate of in return on assets or equity of such the Bank (or any Applicable Lending Office or such bank holding company) to a level below that which such Bank (or any Applicable Lending Office or such bank holding company) it could have achieved but for such law, regulation, interpretation, directive or request). For The Bank will notify the Borrower if it is entitled to compensation pursuant to this Section 3.01(c) as promptly as practicable after it determines to request such compensation. If at the time of notice to the Borrower that amounts are due under this Section 3.01(c) the Borrower and the Bank disagree as to the amounts payable, then the Borrower and the Bank shall thereafter attempt to negotiate in good faith an adjustment to the compensation payable hereunder which will adequately compensate the Bank for such costs. If the Borrower and the Bank are unable to agree to such adjustment within thirty days of the day on which the Borrower receives such notice, then commencing as of the date of such notice, the fees payable hereunder shall increase by an amount which will, in the Bank's reasonable determination, compensate the Bank for such costs, the Bank's determination of such amount to be conclusive and binding on the Borrower absent manifest error.
(d) Determinations and allocations by the Bank for purposes of this Section 5.01(c3.01 of the effect of any Regulatory Change pursuant to subsections (a) or (b), "Basel Accord" or of the effect of capital maintained pursuant to subsection (c), on its costs of making or maintaining Loans or its obligation to make Loans, or on amounts receivable by, or the rate of return to, it in respect of loans or such obligation, and of the additional amounts required to compensate the Bank under this Section 3.01, shall mean be conclusive, absent manifest error, provided that such determinations and allocations are made in good faith and allocated among commercial customers of the proposals for risk-based capital framework described Bank on a fair and reasonable basis. The Bank shall upon request provide to the Borrower in reasonable detail a copy of calculations done by the Basel Committee on Banking Regulations and Supervisory Practices bank in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to time or any replacement thereofmaking such determinations.
Appears in 1 contract
Additional Costs. (a) The Company Borrower shall pay directly to each Bank from time to time such amounts as such Bank may determine to be necessary to compensate such Bank for any costs that such Bank determines are attributable to its making or maintaining of any Eurodollar LIBOR Loans or its obligation to make any Eurodollar LIBOR Loans hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any of such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change that:
(i1) shall subject any Bank (or its Applicable Lending Office for any of such Loans) to any tax, duty or other charge in respect of such Loans or its Notes or changes the basis of taxation of any amounts payable to such Bank under this Agreement or its Notes in respect of any such Loans (other than taxes imposed excluding changes in the rate of tax on or measured by the overall net income of such Bank or of its such Applicable Lending Office by the jurisdiction in which such Bank has its principal office or such Applicable Lending Office); or
(ii2) imposes or modifies any reserve, special deposit or similar requirements (other than the Reserve Requirement Credit Agreement reserve requirement utilized in the determination of the Eurodollar Rate Adjusted LIBOR for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including, without limitation, any of such Loans or any deposits referred to in the definition of "Eurodollar Base RateLIBOR" in Section 1.01 1.1 hereof), or any commitment of such Bank hereunder (including, without limitation, the Commitment Advance Commitments of such BankBank hereunder); or
(iii3) imposes any other condition affecting this Agreement or its Notes (or any of such extensions of credit or liabilities) or its Commitment. If any Bank requests compensation from the Company under this Section 5.01(a), the Company may, by notice to such Bank (with a copy to the Agent), suspend the obligation of such Bank thereafter to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.03A hereof shall be applicable), provided that such suspension shall not affect the right of such Bank to receive the compensation so requestedAdvance Commitments.
(b) Without limiting the effect of the provisions of paragraph (a) of this Section 5.013.2, in the event that, by reason of any Regulatory Change, any Bank either (i1) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank that includes deposits by reference to which the interest rate on Eurodollar LIBOR Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank that includes Eurodollar Loans LIBOR Loans, or (ii2) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Bank so elects by notice to the Company Borrower (with a copy to the Administrative Agent), the obligation of such Bank to make Eurodollar or Continue, or to Convert Base Rate Loans into, LIBOR Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the Loans theretofore made by such Bank shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans in accordance with the provisions of Section 5.03A3.1 hereof shall be applicable). Credit Agreement.
(c) Without limiting the effect of the foregoing provisions of this Section 5.01 3.2 (but without duplication), the Company Borrower shall pay directly to each Bank from time to time on request such amounts as such Bank may determine to be necessary to compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for any costs that it determines are attributable to the maintenance by such Bank (or any Applicable Lending Office or such bank holding company), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) of any court or governmental or monetary authority (i1) following any Regulatory Change or (ii2) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) heretofore or hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Basle Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇.12 C.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and ▇▇d the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A)), of capital in respect of its Commitment(s) Advance Commitments or Loans (such compensation to include, without limitation, an amount equal to any reduction of the rate of or return on assets or equity of such Bank (or any Applicable Lending Office or such bank holding company) to a level below that which such Bank (or any Applicable Lending Office or such bank holding company) could have achieved but for such law, regulation, interpretation, directive or request). For purposes of this Section 5.01(c)3.2 and Section 3.4 hereof, "Basel Basle Accord" shall mean the proposals for risk-based capital framework described by the Basel Basle Committee on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to time or any replacement thereof.
Appears in 1 contract
Sources: Credit Agreement (Microdyne Corp)
Additional Costs. (a) The Company shall pay directly to each Bank Lender from time to time such amounts as such Bank Lender may determine to be necessary to compensate such Bank Lender for any costs that such Bank Lender determines are attributable to its making or maintaining of any Eurodollar Loans or its obligation to make any Eurodollar Loans hereunder, or any reduction in any amount receivable by such Bank Lender hereunder in respect of any of such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional CostsADDITIONAL COSTS"), resulting from any Regulatory Change that:
(i) shall subject any Lender (or its Applicable Lending Office for any of such Loans) to any tax, duty or other charge in respect of such Loans or its Notes or changes the basis of taxation of any amounts payable to such Bank Lender under this Agreement or its Notes in respect of any of such Loans (other than taxes imposed excluding changes in the rate of tax on or measured by the overall net income of such Bank Lender or of its such Applicable Lending Office by the jurisdiction in which such Bank Lender has its principal office or such Applicable Lending Office); or
(ii) imposes or modifies any reserve, special deposit or similar requirements (other than the Reserve Requirement Credit Agreement utilized than, in the determination case of any Lender for any period as to which the Eurodollar Rate for such LoanCompany is required to pay any amount under paragraph (e) below, the reserves against "Eurocurrency Liabilities" under Regulation D therein referred to) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank Lender (including, without limitation, any of such Loans or any deposits referred to in the definition of "Eurodollar Base Rate" in Section 1.01 hereof), or any commitment of such Bank hereunder Lender (including, without limitation, the Commitment Commitments of such BankLender hereunder); or
(iii) imposes any other condition affecting this Agreement or its Notes (or any of such extensions of credit or liabilities) or its CommitmentCommitments. If any Bank Lender requests compensation from the Company under this Section 5.01(a), the Company may, by notice to such Bank Lender (with a copy to the Agent), suspend the obligation of such Bank Lender thereafter to make or Continue Eurodollar LoansLoans of the Type with respect to which such compensation is requested, or to Convert Base Rate Loans of any other Type into Eurodollar LoansLoans of such Type, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.03A 5.04 hereof shall be applicable), provided PROVIDED that such suspension shall not affect the right of such Bank Lender to receive the compensation so requested.
(b) Without limiting the effect of the provisions of paragraph (a) of this Section 5.01, in the event that, by reason of any Regulatory Change, any Bank Lender either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank Lender that includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank Lender that includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Bank Lender so elects by notice to the Company (with a copy to the Administrative Agent), the obligation of such Bank Lender to make Eurodollar or Continue, or to Convert Loans of any other Type into, Loans of such Type hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the Loans theretofore made by such Bank shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans in accordance with the provisions of Section 5.03A5.04 hereof shall be applicable). Credit Agreement.
(c) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Company shall pay directly to each Bank Lender from time to time on request such amounts as such Bank Lender may determine to be necessary to compensate such Bank Lender (or, without duplication, the bank holding company or foreign bank of which such Bank Lender is a subsidiary) for any costs that it determines are attributable to the maintenance by such Bank Lender (or any Applicable Lending Office or such bank holding companycompany or foreign bank), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) of any court or governmental or monetary authority (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) heretofore or hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Basle Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A)), of capital in respect of its Commitment(s) Commitments or Loans (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such Bank Lender (or any Applicable Lending Office or such bank holding companycompany or foreign bank) to a level below that which such Bank Lender (or any Applicable Lending Office or such bank holding companycompany or foreign bank) could have achieved but for such law, regulation, interpretation, directive or request). For purposes of this Section 5.01(c), "Basel Accord" shall mean the proposals for risk-based capital framework described by the Basel Committee on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to time or any replacement thereof.,
Appears in 1 contract
Additional Costs. (aA) The Company shall pay directly to each Bank from time to time such amounts as such Bank may determine to be necessary to compensate such Bank for any costs that such Bank determines are attributable to its making or maintaining of any Eurodollar Loans or its obligation to make any Eurodollar Loans hereunderIf the adoption of, or any reduction change in, ---------------- any Requirement of Law or in the interpretation or application thereof or compliance by any amount receivable by such Bank hereunder in respect Lender with any request or directive (whether or not having the force of any Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting law) from any Regulatory Change thatcentral bank or other Governmental Authority or the NAIC made subsequent to the date hereof:
(iI) changes shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit or any Lender's participation therein, any Letter of Credit Document or any LIBOR Loan made by it or change the basis of taxation of any amounts payable payments to such Bank under this Agreement or its Notes Lender in respect thereof by any Governmental Authority (other than except for taxes imposed covered by Section 5.06 and changes in the rate of tax on or measured by the overall net income of such Bank or of its Applicable Lending Office Lender by the jurisdiction in which such Bank has its principal office or such Applicable Lending Officeany Governmental Authority); or;
(iiII) imposes shall impose, modify or modifies hold applicable any reserve, special deposit deposit, compulsory loan or similar requirements (requirement against assets held by, deposits or other than liabilities in or for the Reserve Requirement Credit Agreement utilized account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender which is not otherwise included in the determination of the Eurodollar LIBOR Rate hereunder; or
(III) shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender deems to be material, of making, converting into, continuing or maintaining LIBOR Loans or issuing or participating in Letters of Credit or to reduce any amount receivable hereunder in respect thereof then, in any such case, Borrower shall promptly pay such Lender, upon its demand, any additional amounts necessary to compensate such Lender for such Loan) relating increased cost or reduced amount receivable. If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify Borrower, through the Administrative Agent, of the event by reason of which it has become so entitled. A certificate as to any extensions additional amounts setting forth the calculation of credit such additional amounts pursuant to this Section 5.01 submitted by such Lender, through the Administrative Agent, to Borrower shall be conclusive in the absence of clearly demonstrable error. This covenant shall survive the termination of this Agreement and the payment of the Notes and all other amounts payable hereunder.
(B) In the event that any Lender shall have determined that the adoption after the date hereof of any law, rule, regulation or other assets of, guideline regarding capital adequacy (or any deposits with change after the date hereof therein or other liabilities of, such Bank (including, without limitation, in the interpretation or application thereof) or compliance by any of such Loans Lender or any deposits referred to in corporation controlling such Lender with any request or directive after the definition date hereof regarding capital adequacy (whether or not having the force of "Eurodollar Base Rate" in Section 1.01 hereof)law) from any central bank or Governmental Authority or the NAIC, or any commitment of such Bank hereunder (including, without limitation, the Commitment issuance of such Bank); or
(iii) imposes any other condition affecting this Agreement final rule, regulation or its Notes guideline, does or its Commitment. If any Bank requests compensation from the Company under this Section 5.01(a), the Company may, by notice to such Bank (with a copy to the Agent), suspend the obligation of such Bank thereafter to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.03A hereof shall be applicable), provided that such suspension shall not affect the right of such Bank to receive the compensation so requested.
(b) Without limiting have the effect of reducing the provisions rate of paragraph return on such Lender's or such corporation's capital as a consequence of its obligations hereunder or under any Letter of Credit to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (ataking into consideration such Lender's or such corporation's policies with respect to capital adequacy) of this Section 5.01by an amount deemed by such Lender to be material, in the event thatthen from time to time, after submission by reason of any Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank that includes deposits by reference Lender to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank that includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Bank so elects by notice to the Company Borrower (with a copy to the Administrative Agent)) of a prompt written request therefor, the obligation of Borrower shall promptly pay to such Bank to make Eurodollar Loans hereunder shall be suspended until Lender such Regulatory Change ceases to be in effect (in which case the Loans theretofore made by additional amount or amounts as will compensate such Bank shall bear interest at the Base Rate from the last day of the then current Interest Period Lender for such Loans in accordance with the provisions of Section 5.03A). Credit Agreement
(c) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Company shall pay directly to each Bank from time to time on request such amounts as such Bank may determine to be necessary to compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for any costs that it determines are attributable to the maintenance by such Bank (or any Applicable Lending Office or such bank holding company), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) of any court or governmental or monetary authority (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇reduction.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A)), of capital in respect of its Commitment(s) or Loans (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such Bank (or any Applicable Lending Office or such bank holding company) to a level below that which such Bank (or any Applicable Lending Office or such bank holding company) could have achieved but for such law, regulation, interpretation, directive or request). For purposes of this Section 5.01(c), "Basel Accord" shall mean the proposals for risk-based capital framework described by the Basel Committee on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to time or any replacement thereof.
Appears in 1 contract
Sources: Credit Agreement (Tmil Corp)
Additional Costs. (a) The Company shall pay directly to each Bank from time to time such amounts as such Bank may determine to be necessary to compensate such Bank it for any costs that which such Bank determines are attributable to its making or maintaining of any Eurodollar Loans or its obligation to make any Eurodollar Loans eurodollar loans hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any of such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional CostsADDITIONAL COSTS"), resulting from any Regulatory Change thatwhich:
(i) changes the basis of taxation of any amounts payable to such Bank under this Agreement or its Notes Note in respect of any of such Loans (other than taxes imposed on or measured by the overall net income of such Bank or of its Applicable Lending Office imposed by the jurisdiction in which such Bank has its principal office or such Applicable Lending Office); or
(ii) imposes or modifies any reserve, special deposit or similar requirements (other than the Reserve Requirement Credit Agreement utilized in the determination of the Eurodollar LIBOR Rate for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including, without limitation, any of such Loans or any deposits referred to in the definition of "Eurodollar Base Rate" in Section 1.01 hereof), or any commitment of such Bank hereunder (including, without limitation, the Commitment of such Bank); or
(iii) imposes any other condition affecting this Agreement Agreement, its Note (or its Notes or its Commitment. If any Bank requests compensation from the Company under this Section 5.01(a), the Company may, by notice to such Bank (with a copy to the Agent), suspend the obligation of such Bank thereafter to make extensions of credit or Continue Eurodollar Loans, liabilities) or to Convert Base Rate Loans into Eurodollar Loans, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.03A hereof shall be applicable), provided that such suspension shall not affect the right of such Bank to receive the compensation so requestedCommitment.
(b) Without limiting the effect of the provisions of paragraph SECTION 5.1(a) hereof, the obligation of any Bank to make or Continue, or to Convert Alternate Base Rate Loans or Fed Funds Loans into Eurodollar Loans hereunder shall be suspended upon notice to the Company (awith a copy to the Agent) until any Regulatory Change ceases to be in effect (in which case the provisions of this Section 5.01SECTION 5.4 hereof shall be applicable), in the event that, by reason of any such Regulatory Change, any such Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank that which includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank that includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that which it may hold, then, if such Bank so elects by notice to the Company (with a copy to the Administrative Agent), the obligation of such Bank to make Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the Loans theretofore made by such Bank shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans in accordance with the provisions of Section 5.03A). Credit Agreement.
(c) Without limiting the effect of the foregoing provisions of this Section 5.01 SECTION 5.1 (but without duplication), the Company shall pay directly to each if any Bank from time to time on request such amounts as such Bank may determine to be necessary to compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for determines that compliance with any costs that it determines are attributable to the maintenance by such Bank (or any Applicable Lending Office or such bank holding company), pursuant to change in any law or regulation or any interpretation, directive guideline or request from any central bank or other governmental authority (whether or not having the force of law and whether law) affects or not failure to comply therewith would be unlawful) of any court or governmental or monetary authority (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement (whether or not having affect the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A)), amount of capital in respect required or expected to be maintained by such Bank or any Person controlling such Bank and that the amount of its Commitment(s) such capital is increased by or Loans (based upon the existence of such compensation Bank's Commitment to includelend hereunder and other commitments of this type or any Loan, without limitationthen, an amount equal to any reduction of the rate of return on assets or equity of upon demand by such Bank (or any Applicable Lending Office with a copy of such demand to the Agent), the Company shall immediately pay to the Agent for the account of such Bank, from time to time as specified by such Bank, additional amounts sufficient to compensate such Bank or such bank holding company) Person in the light of such circumstances, to a level below the extent that which such Bank determines such increase in capital to be allocable to the existence of such Bank's Commitment to lend or Loans hereunder.
(d) Each Bank will notify the Company of any event occurring after the date of this Agreement that will entitle such Bank to compensation under SUBSECTIONS (a) or (c) of this SECTION 5.1 as promptly as practicable. Each Bank will furnish to the Company a certificate setting forth the basis and amount of each request by such Bank for compensation under SUBSECTION (a) or (c) of this SECTION 5.1, which certificate shall be conclusive and binding on the Company in the absence of manifest error. Determinations and allocations by any Applicable Lending Office or such bank holding company) could have achieved but Bank for such purposes of this SECTION 5.1 of the effect of any Regulatory Change, law, regulation, interpretationguideline or request of any central bank or other monetary authority shall be conclusive and binding on the Company absent manifest error.
(e) Notwithstanding the foregoing, directive the Company will not be required to reimburse any Bank for any Additional Costs or requestincrease in capital under this SECTION 5.1 arising prior to 90 days preceding the date of notice, unless the applicable Regulatory Change, law, regulation, guideline or request of any central bank or other monetary authority (collectively, a "CHANGE") is imposed retroactively. In the case of a Change which is retroactive in effect, such notice shall be provided to the Company not later than 90 days from the date that such Bank reasonably should have learned of such Change and the Company's obligation to compensate such Bank for such Additional Costs or increase in capital is contingent upon the provision of such timely notice (but any failure by such Bank to provide such timely notice shall not affect the Company's reimbursement obligations with respect to (i) Additional Costs or increase in capital incurred from the date as of which the Change became effective to the date that is 90 days after such Bank reasonably should have learned of such Change and (ii) Additional Costs or increases in capital following the provision of such notice. No failure on the part of any Bank to demand compensation under this SECTION 5.1 shall constitute a waiver of its right to demand such compensation on any other occasion in connection with any other Change. If the affected Bank shall subsequently recoup costs for which such Bank has theretofore been compensated by the Company, such Bank shall remit to the Company the amount of the recoupment.
(f) If the Company shall be required to make any payment or reimbursement or to compensate any Bank under this SECTION 5.1, so long as no Default has occurred and is continuing, the Company shall be free at any time within 180 days after the receipt of the certificate of the affected Bank, (i) to terminate the affected Bank's Commitment and the affected Bank's entitlement to the facility fee accruing after such termination and to prepay the Loans of such Bank in full together with accrued and unpaid interest on the amount thereof and all other amounts payable hereunder, (ii) to prepay the affected portion of any Loan in full, together with accrued and unpaid interest on the amount thereof and pay all other amounts payable hereunder through the date of such prepayment or (iii) to replace any such Bank with another bank reasonably acceptable to the Agent. Upon any exercise of the rights described in CLAUSE (i). For purposes , (ii) or (iii) above, the Company shall pay such affected Bank all amounts payable pursuant to SECTION 5.5 with respect to the cost of funds and SUBSECTION (a) or (c) of this Section 5.01(c)SECTION 5.1 in order to compensate such affected Bank for Additional Costs or increases in capital with respect to the period prior to termination, "Basel Accord" shall mean the proposals for risk-based capital framework described by the Basel Committee on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988prepayment or replacement, as amended, modified and supplemented and in effect from time to time or any replacement thereofthe case may be.
Appears in 1 contract
Additional Costs. (a) The Company shall pay directly to each Bank from time to time such amounts as such Bank may determine to be necessary to compensate such Bank for any costs that such Bank determines are attributable to its making or maintaining of any Eurodollar Loans or its obligation to make any Eurodollar Loans hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any of such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional ---------- Costs"), resulting from any Regulatory Change that:
(i) changes the basis of taxation of any amounts payable to such Bank under this Agreement or its Notes Note in respect of any of such Loans (other than taxes imposed on or measured by the overall net income of such Bank or of its Applicable Lending Office for any of such Loans by the jurisdiction in which such Bank has its principal office or such Applicable Lending Office); or
(ii) imposes or modifies any reserve, special deposit or similar requirements (other than the Reserve Requirement Credit Agreement utilized used in the determination of the Eurodollar Rate for any Interest Period for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including, without limitation, any of such Loans or any deposits referred to in the definition of "Eurodollar Base Rate" in Section 1.01 hereof), or any commitment of such Bank hereunder (including, without limitation, the Commitment of such BankBank hereunder); or
(iii) imposes any other condition affecting this Agreement or its Notes Note (or any of such extensions of credit or liabilities) or its Commitment. If any Bank requests compensation from the Company under this Section 5.01(a), the Company may, by notice to such Bank (with a copy to the Administrative Agent), suspend the obligation of such Bank thereafter to make or Continue Eurodollar Loans, or to Convert Base Rate Loans of any other Type into Eurodollar Loans, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.03A 5.04 hereof shall be applicable), provided that such suspension shall not affect the right of such Bank to receive -------- the compensation so requested.
(b) Without limiting the effect of the provisions of paragraph (aSection 5.01(a) of this Section 5.01hereof, in the event that, by reason of any Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank that includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank that includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Bank so elects by notice to the Company (with a copy to the Administrative Agent), the obligation of such Bank to make or Continue, or to Convert Loans of any other Type into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the Loans theretofore made by such Bank shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans in accordance with the provisions of Section 5.03A5.04 hereof shall be applicable). Credit Agreement.
(c) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Company shall pay directly to each Bank from time to time on request such amounts as such Bank may determine to be necessary to compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for any costs that it determines are attributable to the maintenance by such Bank (or any Applicable Lending Office or such bank holding company), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) of any court or governmental or monetary authority (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) heretofore or hereafter issued by any government or governmental or supervisory authority implementing at the national or supra- national level the Basel Accord (including, without limitation, the Final Risk-Risk- Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A)), of capital in respect of its Commitment(s) Commitment or Loans (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such Bank (or any Applicable Lending Office or such bank holding company) to a level below that which such Bank (or any Applicable Lending Office or such bank holding company) could have achieved but for such law, regulation, interpretation, directive or request).
(d) Each Bank shall notify the Company of any event occurring after the date hereof entitling such Bank to compensation under Section 5.01(a) or (c) hereof as promptly as practicable, but in any event within 45 days, after such Bank obtains actual knowledge thereof; provided that (i) if any Bank fails to -------- give such notice within 45 days after it obtains actual knowledge of such an event, such Bank shall, with respect to compensation payable pursuant to this Section 5.01 in respect of any costs resulting from such event, only be entitled to payment under this Section 5.01 for costs incurred from and after the date 45 days prior to the date that such Bank does give such notice and (ii) each Bank will designate a different Applicable Lending Office for the Loans of such Bank affected by such event if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Bank, be disadvantageous to such Bank, except that such Bank shall have no obligation to designate an Applicable Lending Office located in the United States of America. For Each Bank will furnish to the Company a certificate setting forth the basis and amount of each request by such Bank for compensation under Section 5.01(a) or (c) hereof. Determinations and allocations by any Bank for purposes of this Section 5.01(c)5.01 of the effect of any Regulatory Change pursuant to Section 5.01(a) hereof, "Basel Accord" or of the effect of capital maintained pursuant to Section 5.01 hereof, on its costs or rate of return of maintaining Loans or its obligation to make Loans, or on amounts receivable by it in respect of Loans, and of the amounts required to compensate such Bank under this Section 5.01, shall mean the proposals for risk-based capital framework described by the Basel Committee be conclusive, provided that such determinations and allocations are made on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to time or any replacement thereofa -------- reasonable basis.
Appears in 1 contract
Additional Costs. (a) The Company Borrowers shall pay directly to each the Bank from time to time on demand such amounts as such the Bank may determine to be necessary to compensate such Bank it for any costs that such which the Bank determines are attributable to its making or maintaining of any Eurodollar LIBOR Loans under this Agreement or the Note or its obligation to make any Eurodollar such Revolving Loans hereunder, or any reduction in any amount receivable by such the Bank hereunder in respect of any such Revolving Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change that:
which: (i) changes the basis of taxation of any amounts payable to such the Bank under this Agreement or its Notes the Note in respect of any of such Revolving Loans (other than taxes imposed on or measured by the overall net income of such the Bank or of its Applicable Lending Office for any of such Revolving Loans by the jurisdiction in which such Bank has its principal office the Principal Office or such Applicable Lending OfficeOffice is located); or
or (ii) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirements (other than the Reserve Requirement Credit Agreement utilized in the determination of the Eurodollar Rate for such Loan) relating to any extensions exten sions of credit or other assets of, or any deposits with or other liabilities of, such the Bank (including, without limitation, including any of such Revolving Loans or any deposits referred to in the definition of "Eurodollar Base LIBO Rate" in Section 1.01 hereof), or any commitment of such Bank hereunder (including, without limitation, the Commitment of such Bank1.1); or
or (iii) imposes any other condition affecting this Agreement or its Notes the Note (or its Commitmentany of such extensions of credit or liabilities). If The Bank will notify the Borrowers of any event occurring after the date of this Agreement which will entitle the Bank requests to compensation from the Company under pursuant to this Section 5.01(a), the Company may, by notice 3.1(a) as promptly as practicable after it obtains knowledge thereof and determines to request such Bank (with a copy to the Agent), suspend the obligation of such Bank thereafter to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.03A hereof shall be applicable), provided that such suspension shall not affect the right of such Bank to receive the compensation so requestedcompensation.
(b) Without limiting the effect of the foregoing provisions of paragraph (a) of this Section 5.013.1, in the event that, by reason of any Regulatory Change, any the Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such the Bank that which includes deposits by reference to which the interest rate on Eurodollar LIBOR Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such the Bank that which includes Eurodollar LIBOR Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that which it may hold, then, if such the Bank so elects by notice to the Company (with a copy to the Administrative Agent)Borrowers, the obligation of such the Bank to make Eurodollar or renew, and to convert Revolving Loans of any other type into, Revolving Loans of such type hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (in which case effect, and the Loans theretofore made by such Bank Borrowers shall bear interest at the Base Rate from on the last day day(s) of the then current Interest Period Period(s) for the outstanding Revolving Loans of such type, either prepay such Revolving Loans or convert such Revolving Loans into another type of Revolving Loan in accordance with the provisions of Section 5.03A). Credit Agreement2.5.
(c) Without limiting the effect of the foregoing provisions of this Section 5.01 3.1 (but without duplication), the Company Borrowers shall pay directly to each the Bank from time to time on request such amounts as such the Bank may determine to be necessary to compensate such 16 15 the Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for any costs that which it determines are attributable to the maintenance by such Bank (it or any Applicable Lending Office or such bank holding company), of its affiliates pursuant to any law or regulation of any jurisdiction or any interpretation, directive or request (whether or not having the force of law and whether in effect on the date of this Agreement or not failure to comply therewith would be unlawfulthereafter) of any court or governmental or monetary authority (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A)), of capital in respect of its Commitment(s) Revolving Loans hereunder or its obligation to make Revolving Loans hereunder (such compensation to include, without limitation, an amount equal to any reduction of the rate of in return on assets or equity of such the Bank (or any Applicable Lending Office or such bank holding company) to a level below that which such Bank (or any Applicable Lending Office or such bank holding company) it could have achieved but for such law, regulation, interpretation, directive or request). For The Bank will notify the Borrowers if it is entitled to compensation pursuant to this Section 3.1(c) as promptly as practicable after it determines to request such compensation.
(d) Determinations and allocations by the Bank for purposes of this Section 5.01(c3.1 of the effect of any Regulatory Change pursuant to subsections (a) or (b), or of the effect of capital maintained pursuant to subsection (c), on its costs of making or maintaining Revolving Loans or its obligation to make Revolving Loans, or on amounts receivable by, or the rate of return to, it in respect of Revolving Loans or such obligation, and of the additional amounts required to compensate the Bank under this Section 3.1, shall be conclusive, provided that such determinations and allocations are made on a reasonable basis; provided, however, that the Bank shall provide ninety days' notice of any additional amounts required to compensate the Bank under this Section 3.1 (the "Basel Accord" Adjustment"), and the Borrowers may thereafter attempt to negotiate the amount of the Adjustment in good faith with the Bank within ninety days of the day on which the Borrowers are so notified. If the Borrowers and the Bank are unable to agree on the amount of the Adjustment within such ninety-day period, then the amount of the Adjustment shall mean be the proposals for riskamount set forth in the aforementioned notice from the Bank to the Borrowers. Whatever the final Adjustment may be, if the Bank shall still have any Revolving Loans outstanding to the Borrowers upon the expiration of such ninety-based capital framework described day period, then the Adjustment shall be effective retroactive to the date on which the Borrowers first received notice of the Adjustment. The Bank shall not be obligated to offer LIBO Rates with respect to Interest Periods commencing during the period following any such notice and prior to agreement by the Basel Committee on Banking Regulations Bank and Supervisory Practices in its paper entitled "International Convergence the Borrowers as to the amount of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to time or any replacement thereofthe Adjustment.
Appears in 1 contract
Additional Costs. (a) The Company Borrower shall pay directly to each Bank from time to time on demand such amounts as such Bank may determine to be necessary to compensate such Bank it for any costs that which such Bank determines are attributable to its making or maintaining of any Eurodollar Fixed Rate Loans under this Agreement or its Note or its obligation to make any Eurodollar such Loans hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change that:
which: (i) changes the basis of taxation of any amounts payable to such Bank under this Agreement or its Notes Note in respect of any of such Loans (other than taxes imposed on or measured by the overall net income of such Bank or of its Applicable Lending Office for any of such Loans by the jurisdiction in which such Bank has its principal office or such Applicable Lending Office); or
or (ii) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirements (other than the Reserve Requirement Credit Agreement utilized in the determination of the Eurodollar Rate for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including, without limitation, including any of such Loans or any deposits referred to in the definition of "Eurodollar Fixed Base Rate" in Section 1.01 hereof), or any commitment of such Bank hereunder (including, without limitation, the Commitment of such Bank1.01); or
or (iii) imposes any other condition affecting this Agreement or its Notes Note (or its Commitmentany of such extensions of credit or liabilities). Each Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Bank to compensation pursuant to this Section 4.01(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. If any Bank requests compensation from the Company Borrower under this Section 5.01(a4.01(a), the Company Borrower may, by notice to such Bank (with a copy to the Agent), suspend the obligation of such Bank thereafter to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.03A hereof shall be applicable), provided require that such suspension shall not affect Bank's Loans of the right of type with respect to which such Bank to receive the compensation so requestedis requested be converted in accordance with Section 4.04.
(b) Without limiting the effect of the foregoing provisions of paragraph (a) of this Section 5.014.01, in the event that, by reason of any Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank that which includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank that which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that which it may hold, then, if such Bank so elects by notice to the Company Borrower (with a copy to the Administrative Agent), the obligation of such Bank to make Eurodollar or renew, and to convert Loans of any other type into, Loans of such type hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (in which case the and all Loans theretofore made of such type held by such Bank then outstanding shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans be converted in accordance with the provisions of Section 5.03A4.04). Credit Agreement.
(c) Without limiting Determinations and allocations by a Bank for purposes of this Section 4.01 of the effect of any Regulatory Change pursuant to subsections (a) or (b) on its costs of making or maintaining Loans or its obligation to make Loans, or on amounts receivable by, or the foregoing provisions rate of this Section 5.01 (but without duplication)return to, it in respect of Loans or such obligation, and of the Company shall pay directly to each Bank from time to time on request such additional amounts as such Bank may determine to be necessary required to compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for any costs that it determines are attributable to the maintenance by such Bank (or any Applicable Lending Office or such bank holding company), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) of any court or governmental or monetary authority (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A)), of capital in respect of its Commitment(s) or Loans (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such Bank (or any Applicable Lending Office or such bank holding company) to a level below that which such Bank (or any Applicable Lending Office or such bank holding company) could have achieved but for such law, regulation, interpretation, directive or request). For purposes of under this Section 5.01(c)4.01, "Basel Accord" shall mean the proposals for risk-based capital framework described by the Basel Committee be conclusive, provided that such determinations and allocations are made in good faith on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to time or any replacement thereofa reasonable basis.
Appears in 1 contract
Additional Costs. (a) The Company Borrower shall pay directly to each the Bank from time to time on demand such amounts as such the Bank may reasonably determine to be necessary to compensate such Bank it for any costs that such which the Bank determines are attributable to its making or maintaining of any Eurodollar Loans under this Agreement or its Note or its obligation to make any Eurodollar such Loans hereunder, or any reduction in any amount receivable by such the Bank hereunder in respect of any such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change that:
Change, or any Reserve Requirement for any such Loans attributable to the Bank not maintaining a Lending Office in the country of an Alternative Currency, which: (i) changes the basis of taxation of any amounts payable to such the Bank under this Agreement or its Notes Note(s) in respect of any of such Loans (other than taxes imposed on or measured by the overall net income of such the Bank or of its Applicable Lending Office for any of such Loans by the jurisdiction in which such the Bank has its principal office or such Applicable Lending Office); or
or (ii) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirements (other than the Reserve Requirement Credit Agreement utilized in the determination of the Eurodollar Rate for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such the Bank (including, without limitation, including any of such Loans or any deposits referred to in the definition of "Eurodollar LIBO Base Rate" in Section 1.01 hereof), or any commitment of such Bank hereunder (including, without limitation, the Commitment of such Bank1.01); or
or (iii) imposes any other condition affecting this Agreement or its Notes Note (or its Commitmentany of such extensions of credit or liabilities). The Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle the Bank to compensation pursuant to this Section 3.01(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. The amount payable to the Bank shall be computed from the date of the occurrence giving rise to Additional Cost, or the date that is 120 days prior to the date of demand by the Bank, whichever is later. If any the Bank requests compensation from the Company Borrower under this Section 5.01(asection 3.01(a), or under section 3.01(c), the Company Borrower may, by notice to such Bank (with a copy to the Agent)Bank, suspend the obligation of such the Bank thereafter to make or Continue Eurodollar Loans, or Loans of the type with respect to Convert Base Rate Loans into Eurodollar Loans, until the Regulatory Change giving rise to which such request ceases to be in effect compensation is requested (in which case the provisions of Section 5.03A hereof section 3.04 shall be applicable), provided that such suspension shall . As of the date hereof there are no Additional Costs due to the Bank attributable to the Bank's not affect maintaining a Lending Office in the right country of such Bank to receive the compensation so requestedan Alternative Currency.
(b) Without limiting the effect of the foregoing provisions of paragraph (a) of this Section 5.013.01, in the event that, by reason of any Regulatory Change, any the Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such the Bank that which includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such the Bank that which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that which it may hold, then, if such the Bank so elects by notice to the Company (with a copy to the Administrative Agent)Borrower, the obligation of such the Bank to make Eurodollar Loans of such type hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (in which case the Loans theretofore made by such Bank shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans in accordance with the provisions of Section 5.03A3.04 shall be applicable). Credit Agreement.
(c) Without limiting the effect of the foregoing provisions of this Section 5.01 3.01 (but without duplication), the Company Borrower shall pay directly to each the Bank from time to time on request such amounts as such the Bank may reasonably determine to be necessary to compensate such the Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for any costs that which it determines are attributable to the maintenance of capital by such Bank (it or any Applicable Lending Office or such bank holding company), of its Affiliates pursuant to any future law or regulation of any jurisdiction or any interpretation, directive or request (whether or not having the force of law and whether in effect on the date of this Agreement or not failure to comply therewith would be unlawfulthereafter) of any court or governmental or monetary authority (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A)), of capital in respect of its Commitment(s) Loans hereunder or its obligation to make Loans hereunder (such compensation to include, without limitation, an amount equal to any reduction of the rate of in return on assets or equity of such the Bank (or any Applicable Lending Office or such bank holding company) to a level below that which such Bank (or any Applicable Lending Office or such bank holding company) it could have achieved but for such law, regulation, interpretation, directive or request). For The Bank will notify the Borrower if it is entitled to compensation pursuant to this Section 3.01(c) as promptly as practicable after it determines to request such compensation. The amount payable to the Bank shall be computed from the date of the occurrence entitling the Bank to compensation, or the date that is one hundred twenty (120) days prior to the date of demand by the Bank, whichever is later.
(d) Determinations and allocations by the Bank for purposes of this Section 5.01(c3.01 of the effect of any Regulatory Change pursuant to subsections (a) or (b), "Basel Accord" or of the effect of capital maintained pursuant to subsection (c), on its costs of making or maintaining Loans or its obligation to make Loans, or on amounts receivable by, or the rate of return to, it in respect of Loans or such obligation, and of the additional amounts required to compensate the Bank under this Section 3.01, shall mean the proposals for risk-based capital framework described by the Basel Committee be conclusive, provided that such determinations and allocations are made on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to time or any replacement thereofa reasonable basis.
Appears in 1 contract
Sources: Credit Agreement (Hardinge Inc)
Additional Costs. (a) The Company shall pay directly Borrower hereby irrevocably agrees to each Bank reimburse and indemnify Lender from time to time such amounts as such Bank may determine to be necessary to compensate such Bank for any costs that such Bank determines are attributable to its making or maintaining of any Eurodollar Loans or its obligation to make any Eurodollar Loans hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any Loans or such obligation (such increases in all increased costs and reductions fees incurred by Lender in amounts receivable connection with this Agreement subsequent to the Effective Date and relating to or arising from (x) the offering of rates of interest based upon the LIBOR Rate or (y) a change in government regulation. Without limiting the generality of the foregoing, if (any of the following being herein called "Additional Costs"), resulting from any Regulatory Change that:
a “Change”): (i) changes any law, rule, regulation, guideline, or directive (in each case whether or not having the basis force of taxation of any amounts payable to such Bank under this Agreement law) is passed, enacted, promulgated, ordered, issued or its Notes (other than taxes imposed on or measured by adopted after the overall net income of such Bank or of its Applicable Lending Office by the jurisdiction in which such Bank has its principal office or such Applicable Lending Office); or
Effective Date, (ii) imposes or modifies there is any reservechange after the Effective Date in any law, special deposit or similar requirements (other than the Reserve Requirement Credit Agreement utilized in the determination of the Eurodollar Rate for such Loan) relating to any extensions of credit or other assets ofrule, regulation, guideline, or any deposits with or other liabilities of, such Bank (including, without limitation, any of such Loans or any deposits referred to in the definition of "Eurodollar Base Rate" in Section 1.01 hereof), or any commitment of such Bank hereunder (including, without limitation, the Commitment of such Bank); or
(iii) imposes any other condition affecting this Agreement or its Notes or its Commitment. If any Bank requests compensation from the Company under this Section 5.01(a), the Company may, by notice to such Bank (with a copy to the Agent), suspend the obligation of such Bank thereafter to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the Regulatory Change giving rise to such request ceases to be in effect directive (in which each case the provisions of Section 5.03A hereof shall be applicable), provided that such suspension shall not affect the right of such Bank to receive the compensation so requested.
(b) Without limiting the effect of the provisions of paragraph (a) of this Section 5.01, in the event that, by reason of any Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank that includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank that includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Bank so elects by notice to the Company (with a copy to the Administrative Agent), the obligation of such Bank to make Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the Loans theretofore made by such Bank shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans in accordance with the provisions of Section 5.03A). Credit Agreement
(c) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Company shall pay directly to each Bank from time to time on request such amounts as such Bank may determine to be necessary to compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for any costs that it determines are attributable to the maintenance by such Bank (or any Applicable Lending Office or such bank holding company), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law and whether including, without limitation, any request, rule, guideline or not failure to comply therewith would be unlawfuldirective (A) in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act (as amended, the “▇▇▇▇-▇▇▇▇▇ Act”) or (B) enacted, promulgated, adopted, issued or implemented by the Bank of International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority), or the United States or foreign financial regulatory authorities), or in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation, application or administration of any court or governmental or monetary authority (i) following any Regulatory Change of the foregoing, or (iiiii) implementing Lender complies with any risk-based request or directive made after the Effective Date regarding capital guideline or other requirement adequacy (whether or not having the force of law law) from any such authority, central bank or comparable agency, and whether or not such Change shall:
(i) increase the failure cost to comply therewith would Lender, by an amount which Lender deems to be unlawful) hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A))material, of capital making, converting into, continuing or maintaining any portion of any advance subject to the LIBOR Rate, or reduce any amount receivable hereunder in respect thereof, or
(ii) have the effect of its Commitment(s) or Loans (such compensation to include, without limitation, an amount equal to any reduction of reducing the rate of return on assets Lender’s capital as a consequence of its obligations hereunder, with respect to any LIBOR Rate Loan or equity of such Bank (or any Applicable Lending Office or such bank holding company) Prime Rate Loan, to a level below that which such Bank (or any Applicable Lending Office or such bank holding company) Lender could have achieved but for such lawChange by an amount deemed by Lender to be material,then, regulationin any and each such case, interpretationafter submission by Lender to Borrower of a written request therefor, directive Borrower shall pay Lender any additional amounts necessary to compensate Lender for such increased cost or request)reduction. For Lender’s reasonable determination of the amount of such reimbursement shall be conclusive in the absence of manifest error. Notwithstanding anything to the contrary contained herein, for all purposes of this Section 5.01(c)Agreement and the Note, "Basel Accord" shall mean all requests, rules, guidelines and directives (I) in connection with the proposals for risk▇▇▇▇-based capital framework described ▇▇▇▇▇ Act or (II) enacted, promulgated, adopted, issued or implemented by the Bank of International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to time Supervision (or any replacement thereofsuccessor or similar authority), or the United States or foreign financial regulatory authorities shall, in each case, be deemed to constitute a Change whether or not such request, rule, guideline or directive has the force of law and regardless of the date on which such request, rule, guideline or directive was enacted, promulgated, adopted, issued or implemented.
Appears in 1 contract
Sources: Credit Agreement (HCI Group, Inc.)
Additional Costs. (a) The Company shall pay directly to the Agent for the account of each Bank from time to time such amounts as such Bank may reasonably determine to be necessary to compensate such Bank it for any costs that which such Bank determines are attributable to its making or maintaining of any Eurodollar of its Loans or its obligation to make any Eurodollar Loans hereunder, hereunder or any reduction in any amount receivable by such Bank from the Company hereunder or under the Notes in respect of any its Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change that:
which: ---------------- (i) changes the basis of taxation of any amounts payable to the Agent or such Bank by the Company under this Agreement or its Notes any Note (other than taxes imposed on or measured by the overall net income of such Bank or of its Applicable Lending Office by the jurisdiction in which such Bank has its principal office or such Applicable Lending Office); or
or (ii) imposes or modifies any reserve, special deposit deposit, minimum capital, capital ratio or similar requirements (other than requirements, or increases the Reserve Requirement Credit Agreement utilized in the determination rate of the Eurodollar Rate for any such Loan) requirements, relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including, without limitation, including any of such Bank's Loans or any deposits referred to in the definition of "Eurodollar Base Rate" LIBOR' in Section 1.01 hereof), or any commitment of such Bank hereunder (including, without limitation, the Commitment of such Bank)Commitments or the Notes; or
or (iii) imposes any other condition affecting this Agreement or its the Notes (or its Commitmentany of such extensions of credit or liabilities) or the Commitments. If any Bank requests compensation from Notwithstanding the Company under foregoing provisions of this Section 5.01(a), in no event may any Bank requesting payment of Additional Costs under this Section 5.01 (a) be entitled to payment of any Additional Costs to the Company mayextent that such Additional Costs arose with respect to periods prior to the date 18 months prior to the date of the first such request. Each Bank will designate a different Applicable Lending Office for its Loans if such designation will avoid the need for, by notice or reduce the amount of, such compensation and will not, in the opinion of such Bank, be disadvantageous to such Bank in any material respect. Each Bank will furnish the Company (with a copy to the Agent) with a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section 5.01(a), suspend the obligation of such Bank thereafter to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.03A hereof shall be applicable), provided that such suspension shall not affect the right of such Bank to receive the compensation so requested.
(b) Without limiting the effect of the provisions of paragraph Section 5.01(a) hereof (a) of this Section 5.01but without duplication), in the event that, by reason of any Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank that includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank that includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a any category of liabilities or assets that (relating to any Loan held by it may holdor its funding), then, if such Bank so elects by notice to the Company (with a copy to the Administrative Agent), the obligation of such Bank to make Eurodollar Loans hereunder following provisions shall be suspended until such Regulatory Change ceases to be in effect (in which case the Loans theretofore made by such Bank shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans in accordance with the provisions of Section 5.03A). Credit Agreement
(c) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Company shall pay directly to each Bank from time to time on request such amounts as such Bank may determine to be necessary to compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for any costs that it determines are attributable to the maintenance by such Bank (or any Applicable Lending Office or such bank holding company), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) of any court or governmental or monetary authority (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A)), of capital in respect of its Commitment(s) or Loans (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such Bank (or any Applicable Lending Office or such bank holding company) to a level below that which such Bank (or any Applicable Lending Office or such bank holding company) could have achieved but for such law, regulation, interpretation, directive or request). For purposes of this Section 5.01(c), "Basel Accord" shall mean the proposals for risk-based capital framework described by the Basel Committee on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to time or any replacement thereof.apply:
Appears in 1 contract
Sources: Loan Agreement (Coca Cola Bottling Co Consolidated /De/)
Additional Costs. (a) The Company Borrower shall pay directly to each Bank Lender from time to time such amounts as such Bank Lender may determine to be necessary to compensate such Bank it for any costs that which such Bank Lender determines are attributable to its making or maintaining of any Eurodollar Loans or its obligation to make any Eurodollar Loans hereunder, or any reduction in any amount receivable by such Bank Lender hereunder in respect of any of such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional CostsADDITIONAL COSTS"), resulting from any Regulatory Change thatwhich:
(i) changes the basis of taxation of any amounts payable to such Bank under this Agreement or its Notes (other than taxes imposed on or measured by the overall net income of such Bank or of its Applicable Lending Office by the jurisdiction in which such Bank has its principal office or such Applicable Lending Office); or
(ii) imposes or modifies any reserve, special deposit or similar requirements (other than the Reserve Requirement Credit Agreement utilized in the determination of the Eurodollar Rate for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank Lender (including, without limitation, including any of such Loans or any deposits referred to in the definition of "Eurodollar Base Rate" in Section 1.01 hereof), or any commitment of such Bank hereunder Lender (including, without limitation, including the Commitment Commitments of such BankLender hereunder); or
(iiiii) imposes any other condition affecting this Agreement or its Notes (or its Commitmentany of such extensions of credit or liabilities) or Commitments. If any Bank Lender requests compensation from the Company Borrower under this Section 5.01(a), the Company Borrower may, by notice to such Bank Lender (with a copy to the Agent), suspend the obligation of such Bank thereafter Lender to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.03A 5.04 hereof shall be applicable), provided that such suspension shall not affect the right of such Bank to receive the compensation so requested.
(b) Without limiting the effect of the provisions of paragraph (aSection 5.01(a) of this Section 5.01hereof, in the event that, by reason of any Regulatory Change, any Bank Lender either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank that Lender which includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank that Lender which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that which it may hold, then, if such Bank Lender so elects by notice to the Company Borrower (with a copy to the Administrative Agent), the obligation of such Bank Lender to make or Continue, or to Convert Base Rate Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the Loans theretofore made by such Bank shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans in accordance with the provisions of Section 5.03A5.04 hereof shall be applicable). Credit Agreement.
(c) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Company Borrower shall pay directly to each Bank Lender from time to time on request such amounts as such Bank Lender may determine to be necessary to compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) Lender for any costs that which it determines are attributable to the maintenance by such Bank Lender (or any Applicable Lending Office or such bank holding companyOffice), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawfullaw) of any court or governmental or monetary authority (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) heretofore or hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A))authority, of capital in respect of its Commitment(s) Commitments or Loans (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such Bank Lender (or any Applicable Lending Office or such bank holding companyOffice) to a level below that which such Bank Lender (or any Applicable Lending Office or such bank holding companyOffice) could have achieved but for such law, regulation, interpretation, directive or request).
(d) Each Lender will notify the Borrower of any event occurring after the date of this Agreement that will entitle such Lender to compensation under paragraph (a) or (c) of this Section 5.01 as promptly as practicable, but in any event within 60 days, after such Lender obtains actual knowledge thereof; PROVIDED, however, that if any Lender fails to give such notice within 60 days after it obtains actual knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.01 in respect of any costs resulting from such event, only be entitled to payment under this Section 5.01 for costs incurred from and after the date 60 days prior to the date that such Lender does give such notice; and PROVIDED, FURTHER, that each Lender will designate a different Applicable Lending Office for the Loans of such Lender affected by such event if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, be disadvantageous to such Lender, except that such Lender shall have no obligation to designate an Applicable Lending Office located in the United States of America. For Each Lender will furnish to the Borrower a certificate setting forth the basis and amount of each request by such Lender for compensation under paragraph (a) or (c) of this Section 5.01. Determinations and allocations by any Lender for purposes of this Section 5.01 of the effect of any Regulatory Change pursuant to Section 5.01(a) or (b) hereof, or of the effect of capital maintained pursuant to Section 5.01(c)) hereof, "Basel Accord" on its costs or rate of return of maintaining Loans or its obligation to make Loans, or on amounts receivable by it in respect of Loans, and of the amounts required to compensate such Lender under this Section 5.01, shall mean the proposals for risk-based capital framework described by the Basel Committee be conclusive, PROVIDED that such determinations and allocations are made on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to time or any replacement thereofa reasonable basis.
Appears in 1 contract
Additional Costs. (a) The Company shall pay directly to each Bank Lender from time to time such amounts as such Bank Lender may determine to be necessary to compensate such Bank Lender for any costs that such Bank Lender determines are attributable to its making or maintaining of any Eurodollar Loans or its obligation to make any Eurodollar Loans hereunder, or any reduction in any amount receivable by such Bank Lender hereunder in respect of any of such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs")obligation, resulting from any Regulatory Change that:
(i) changes shall subject any Lender (or its Applicable Lending Office for any of such Loans) to any tax, duty or other charge in respect of such Loans or its Revolving Credit Note or change the basis of taxation of any amounts payable to such Bank Lender under this Agreement or its Notes Revolving Credit Note in respect of any of such Loans (other than taxes imposed on or measured by excluding changes in the taxation of the overall net income of such Bank Lender or of its such Applicable Lending Office by the jurisdiction in which such Bank Lender has its principal office or such Applicable Lending Office), provided that this Section 5.01(a)(i) shall not apply to any amounts excluded pursuant to the proviso to Section 5.06(a) hereof; or
(ii) imposes or modifies any reserve, special deposit or similar requirements (other than the Reserve Requirement Credit Agreement utilized in the determination of the Eurodollar Rate for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank Lender (including, without limitation, any of such Loans or any deposits referred to in the definition of "Eurodollar Base Rate" in Section 1.01 hereof), or any commitment of such Bank hereunder Lender (including, without limitation, the Commitment of such BankLender hereunder); or
(iii) imposes any other condition affecting this Agreement or its Notes Revolving Credit Note (or any of such extensions of credit or liabilities) or its Commitment. If any Bank Lender requests compensation from the Company under this Section 5.01(a), the Company may, by notice to such Bank Lender (with a copy to the Administrative Agent), suspend the obligation of such Bank Lender thereafter to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.03A 5.04 hereof shall be applicable), provided that such suspension shall not affect the right of such Bank Lender to receive the compensation so requested.
(b) Without limiting the effect of the provisions of paragraph (a) of this Section 5.01, in the event that, by reason of any Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank that includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank that includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Bank so elects by notice to the Company (with a copy to the Administrative Agent), the obligation of such Bank to make Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the Loans theretofore made by such Bank shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans in accordance with the provisions of Section 5.03A). Credit Agreement
(c) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Company shall pay directly to each Bank Lender from time to time on request such amounts as such Bank Lender may determine to be necessary to compensate such Bank Lender (or, without duplication, the bank holding company of which such Bank Lender is a subsidiary) for any costs that it determines are attributable to the maintenance by such Bank Lender (or any Applicable Lending Office or such bank holding company), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) of any court or governmental or monetary authority Governmental Authority (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued by any government or governmental or supervisory authority Governmental Authority implementing at the national level the Basel Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A))Basle Accord, of capital in respect of its Commitment(s) Commitment or Loans (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such Bank Lender (or any Applicable Lending Office or such bank holding company) to a level below that which such Bank Lender (or any Applicable Lending Office or such bank holding company) could have achieved but for such law, regulation, interpretation, directive or request).
(c) Each Lender shall notify the Company of any event occurring after the date hereof entitling such Lender to compensation under paragraph (a) or (b) of this Section 5.01 as promptly as practicable, but in any event within 45 days, after such Lender obtains actual knowledge thereof; provided that (i) if any Lender fails to give such notice within 45 days after it obtains actual knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.01 in respect of any costs resulting from such event, only be entitled to payment under this Section 5.01 for costs incurred from and after the date 45 days prior to the date that such Lender does give such notice and (ii) each Lender will designate a different Applicable Lending Office for the Loans of such Lender affected by such event if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, be disadvantageous to such Lender, except that such Lender shall have no obligation to designate an Applicable Lending Office located in the United States of America. For Each Lender will furnish to the Company a certificate setting forth the basis and amount of each request by such Lender for compensation under paragraph (a) or (b) of this Section 5.01. Determinations and allocations by any Lender for purposes of this Section 5.01(c)5.01 of the effect of any Regulatory Change pursuant to paragraph (a) of this Section 5.01, "Basel Accord" or of the effect of capital maintained pursuant to paragraph (b) of this Section 5.01, on its costs or rate of return of maintaining Loans or its obligation to make Loans, or on amounts receivable by it in respect of Loans, and of the amounts required to compensate such Lender under this Section 5.01, shall mean the proposals for risk-based capital framework described by the Basel Committee be conclusive, provided that such determinations and allocations are made on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to time or any replacement thereofa reasonable basis.
Appears in 1 contract
Sources: Credit Agreement (Iridium World Communications LTD)
Additional Costs. (a) The Company shall pay in Dollars directly to each Bank from time to time such amounts as such Bank may reasonably determine to be necessary to compensate such Bank for any costs that such Bank reasonably determines are attributable to its making or maintaining of any Eurodollar Fixed Rate Loans or its obligation to make any Eurodollar Fixed Rate Loans hereunderhereunder to any Borrower, or any reduction in any amount receivable by such Bank hereunder in respect of any of such Loans or such obligation to any Borrower (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change that:
(i) subjects any Bank (or its Applicable Lending Office for any of such Loans) to any tax, duty or other charge in respect of such Loans or its Notes or changes the basis of taxation of any amounts payable to such Bank under this Agreement or its Notes in respect of any of such Loans (other than taxes imposed excluding changes in the rate of tax on or measured by the overall net income of such Bank or of its such Applicable Lending Office by the jurisdiction in which such Bank has its principal office or such Applicable Lending Office); or
(ii) imposes or modifies any reserve, special deposit or similar requirements (other than the Reserve Requirement Credit Agreement utilized than, in the determination case of any Bank for any period as to which the Eurodollar Rate for such LoanCompany is required to pay any amount under paragraph (d) of this Section 5.01, the reserves against "Eurocurrency liabilities" under Regulation D therein referred to) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including, without limitation, any of such Loans or any deposits referred to in the definition definitions of "Eurodollar Base Eurocurrency Rate" in Section 1.01 hereof), or any commitment of such Bank hereunder (including, without limitation, the Commitment of such BankBank hereunder); or
(iii) imposes any other condition affecting this Agreement or its Notes (or any of such extensions of credit or liabilities) or its Commitment. If any Bank requests compensation from the Company under this Section 5.01(a), the Company may, by notice to such Bank (with a copy to the Administrative Agent), suspend the obligation of such Bank thereafter to make or Continue Eurodollar Eurocurrency Loans, or to Convert Base Rate Loans into Eurodollar Eurocurrency Loans, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.03A hereof (x) all such Eurocurrency Loans then outstanding to any Borrower (other than any Foreign Subsidiary Borrower) shall be applicableautomatically Converted into Base Rate Loans on the last day(s) of the current Interest Period(s) therefor and (y) all such Eurocurrency Loans then outstanding to any Foreign Subsidiary Borrower shall be prepaid on the last day(s) of the current Interest Period(s) therefor), provided that such suspension shall not affect the right of such Bank to receive the compensation so requested.
(b) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication of any other requirement in this Section 5), if any Bank determines that any Regulatory Change regarding capital requirements has or would have the effect of reducing the rate of return on such Bank's capital or on the capital of such Bank's holding company, if any, as a consequence of this Agreement or the Loans made by such Banks to a level below that which such Bank or such Bank's holding company could have achieved but for such Regulatory Change (taking into consideration such Bank's policies and the policies of such Bank's holding company with respect to capital adequacy), then from time to time the Company will pay in Dollars to such Bank such additional amount or amounts as will compensate such Bank or such Bank's holding company for any such reduction suffered.
(c) Each 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 5.01 as promptly as practicable, but in any event within 45 days, after such Bank obtains actual knowledge thereof; provided that (i) if any Bank fails to give such notice within 45 days after it obtains actual knowledge of such an event, such Bank shall, with respect to compensation payable pursuant to this Section 5.01 in respect of any costs resulting from such event, only be entitled to payment under this Section 5.01 for costs incurred from and after the date 45 days prior to the date that such Bank does give such notice and (ii) each Bank will designate a different Applicable Lending Office for the Loans of such Bank affected by such event if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Bank, be disadvantageous to such Bank, except that such Bank shall have no obligation to designate an Applicable Lending Office located in the United States of America. Each Bank will furnish to the Company a certificate setting forth the basis and amount of each request by such Bank for compensation under paragraph (a) or (b) of this Section 5.01. Determinations and allocations by any Bank for purposes of this Section 5.01 of the effect of any Regulatory Change pursuant to paragraph (a) of this Section 5.01, or of the effect of capital maintained pursuant to paragraph (b) of this Section 5.01, on its costs or rate of return of maintaining Loans or its obligation to make Loans, or on amounts receivable by it in respect of Loans, and of the event thatamounts required to compensate such Bank under this Section 5.01, shall be conclusive, provided that such determinations and allocations are made on a reasonable basis.
(d) Without limiting the effect of the foregoing, the Company shall pay in Dollars to each Bank on the last day of each Interest Period for each Fixed Rate Loan to any Borrower (other than any Foreign Subsidiary Borrower) so long as such Bank is maintaining reserves against "Eurocurrency liabilities" under Regulation D (or so long as such Bank is, by reason of any Regulatory Change, maintaining reserves against any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a other category of deposits or other liabilities of such Bank that includes deposits by reference to which the interest rate on Eurodollar Fixed Rate Loans is determined as provided in this Agreement or a against any category of extensions of credit or other assets of such Bank that includes Eurodollar Loans or any Fixed Rate Loans) an additional amount (determined by such Bank and notified to the Company through the Administrative Agent) equal to the product of the following for each Fixed Rate Loan for each day during such Interest Period:
(i) the principal amount of such Fixed Rate Loan outstanding on such day; and
(ii) becomes subject to restrictions the remainder of (x) a fraction the numerator of which is the rate (expressed as a decimal) at which interest accrues on such Fixed Rate Loan for such Interest Period as provided in this Agreement (less the amount Applicable Rate) and the denominator of which is one minus the effective rate (expressed as a decimal) at which such a category of liabilities or assets that it may hold, then, if reserve requirements are imposed on such Bank so elects by notice to the Company on such day minus (with a copy to the Administrative Agent), the obligation of y) such Bank to make Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the Loans theretofore made by such Bank shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans in accordance with the provisions of Section 5.03A). Credit Agreementnumerator; and
(ciii) Without limiting the effect 1/360.
(e) With respect to any change by a Bank of the foregoing provisions of this Section 5.01 (but without duplication), the Company shall pay directly to each Bank from time to time on request such amounts as such Bank may determine to be necessary to compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for any costs that it determines are attributable to the maintenance by such Bank (or any its Applicable Lending Office or any assignment by a Bank under Section 11.06(b) hereof, the Bank changing such bank holding company), pursuant office or assignee Bank (as the case may be) shall not be entitled to any law or regulation or compensation under this Section 5.01 with respect to any interpretation, directive or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) of any court or governmental or monetary authority (i) following Additional Costs resulting from any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement (whether or not having that occurred prior to the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A)), of capital in respect of its Commitment(s) or Loans (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity date of such Bank (or any Applicable Lending Office assignment or such bank holding company) to a level below that which such Bank (or any Applicable Lending Office or such bank holding company) could have achieved but for such law, regulation, interpretation, directive or request). For purposes change of this Section 5.01(c), "Basel Accord" shall mean the proposals for risk-based capital framework described by the Basel Committee on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to time or any replacement thereofoffice.
Appears in 1 contract
Additional Costs. (a) The Company shall pay directly to each Bank from time to time such amounts as such Bank may determine to be necessary to compensate such Bank for any costs that such Bank determines are attributable to its making or maintaining of any Eurodollar Loans or its obligation to make any Eurodollar Loans hereunderIf the adoption of, or any reduction change in, ---------------- any Requirement of Law or in the interpretation or application thereof or compliance by any amount receivable by such Bank hereunder in respect Lender with any request or directive (whether or not having the force of any Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting law) from any Regulatory Change thatcentral bank or other Governmental Authority or the NAIC made subsequent to the Original Closing Date:
(i) changes shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit or any Lender's participation therein, any Letter of Credit Document or any LIBOR Loan made by it or change the basis of taxation of any amounts payable payments to such Bank under this Agreement or its Notes Lender in respect thereof by any Governmental Authority (other than except for taxes imposed covered by Section 5.06 and changes in the rate of tax on or measured by the overall net income of such Bank or of its Applicable Lending Office Lender by the jurisdiction in which such Bank has its principal office or such Applicable Lending Officeany Governmental Authority); or;
(ii) imposes shall impose, modify or modifies hold applicable any reserve, special deposit deposit, compulsory loan or similar requirements (requirement against assets held by, deposits or other than liabilities in or for the Reserve Requirement Credit Agreement utilized account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender which is not otherwise included in the determination of the Eurodollar LIBOR Rate hereunder; or
(iii) shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender deems to be material, of making, converting into, continuing or maintaining LIBOR Loans or issuing or participating in Letters of Credit or to reduce any amount receivable hereunder in respect thereof then, in any such case, Borrower shall promptly pay such Lender, upon its demand, any additional amounts necessary to compensate such Lender for such Loan) relating increased cost or reduced amount receivable. If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify Borrower, through the Administrative Agent, of the event by reason of which it has become so entitled. A certificate as to any extensions additional amounts setting forth the calculation of credit such additional amounts pursuant to this Section 5.01 submitted by such Lender, through the Administrative Agent, to Borrower shall be conclusive in the absence of clearly demonstrable error. This covenant shall survive the termination of this Agreement and the payment of the Notes and all other amounts payable hereunder.
(b) In the event that any Lender shall have determined that the adoption after the Original Closing Date of any law, rule, regulation or other assets of, guideline regarding capital adequacy (or any deposits with change after the Origi- nal Closing Date therein or other liabilities of, such Bank (including, without limitation, in the interpretation or application thereof) or compliance by any of such Loans Lender or any deposits referred to in corporation controlling such Lender with any request or directive after the definition Original Closing Date regarding capital adequacy (whether or not having the force of "Eurodollar Base Rate" in Section 1.01 hereof)law) from any central bank or Governmental Authority or the NAIC, or any commitment of such Bank hereunder (including, without limitation, the Commitment issuance of such Bank); or
(iii) imposes any other condition affecting this Agreement final rule, regulation or its Notes guideline, does or its Commitment. If any Bank requests compensation from the Company under this Section 5.01(a), the Company may, by notice to such Bank (with a copy to the Agent), suspend the obligation of such Bank thereafter to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.03A hereof shall be applicable), provided that such suspension shall not affect the right of such Bank to receive the compensation so requested.
(b) Without limiting have the effect of reducing the provisions rate of paragraph return on such Lender's or such corporation's capital as a consequence of its obligations hereunder or under any Letter of Credit to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (ataking into consideration such Lender's or such corporation's policies with respect to capital adequacy) of this Section 5.01by an amount deemed by such Lender to be material, in the event thatthen from time to time, after submission by reason of any Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank that includes deposits by reference Lender to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank that includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Bank so elects by notice to the Company Borrower (with a copy to the Administrative Agent)) of a prompt written request therefor, the obligation of Borrower shall promptly pay to such Bank to make Eurodollar Loans hereunder shall be suspended until Lender such Regulatory Change ceases to be in effect (in which case the Loans theretofore made by additional amount or amounts as will compensate such Bank shall bear interest at the Base Rate from the last day of the then current Interest Period Lender for such Loans in accordance with the provisions of Section 5.03A). Credit Agreement
(c) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Company shall pay directly to each Bank from time to time on request such amounts as such Bank may determine to be necessary to compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for any costs that it determines are attributable to the maintenance by such Bank (or any Applicable Lending Office or such bank holding company), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) of any court or governmental or monetary authority (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇reduction.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A)), of capital in respect of its Commitment(s) or Loans (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such Bank (or any Applicable Lending Office or such bank holding company) to a level below that which such Bank (or any Applicable Lending Office or such bank holding company) could have achieved but for such law, regulation, interpretation, directive or request). For purposes of this Section 5.01(c), "Basel Accord" shall mean the proposals for risk-based capital framework described by the Basel Committee on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to time or any replacement thereof.
Appears in 1 contract
Additional Costs. (a) The Company shall pay directly to each Bank Lender from time to time such amounts as such Bank Lender may determine to be necessary to compensate such Bank it for any costs that which such Bank Lender determines are attributable to its making or maintaining of any Eurodollar Fixed Rate Loans or its obligation to make any Eurodollar Fixed Rate Loans hereunder, or any reduction in any amount receivable by such Bank Lender hereunder in respect of any of such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change thatwhich:
(i) subjects any Lender to taxation on, or changes the basis of taxation of of, any amounts payable to such Bank Lender under this Agreement or its Notes in respect of any of such Loans (other than taxes imposed on or measured by the overall net income of such Bank Lender or of its Applicable Lending Office for any of such Loans by the jurisdiction in which such Bank Lender has its principal office or such Applicable Lending Office); or
(ii) imposes or modifies any reserve, special deposit or similar requirements (other than the Reserve Requirement Credit Agreement utilized in the determination of the Eurodollar Fixed Rate or LIBO Rate, as the case may be, for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank Lender (including, without limitation, including any of such Loans or any deposits referred to in the definition of "Eurodollar Fixed Base Rate" in Section 1.01 hereof), or any commitment of such Bank hereunder Lender (including, without limitation, including the Commitment Commitments of such BankLender hereunder); or
(iii) imposes any other condition affecting this Agreement or its Notes (or any of such extensions of credit or liabilities) or its CommitmentCommitments. If any Bank Lender requests compensation from the Company under this Section 5.01(a), the Company may, by notice to such Bank Lender (with a copy to the Agent), suspend the obligation of such Bank thereafter Lender to make or Continue Eurodollar Loans, or Loans of the Type with respect to Convert Base Rate Loans into Eurodollar Loans, which such compensation is requested-until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.03A 5.04 hereof shall be applicable), provided that such suspension shall not affect the right of such Bank to receive the compensation so requested.
(b) Without limiting the effect of the provisions of paragraph (a) of this Section 5.01, in the event that, by reason of any Regulatory Change, any Bank Lender either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank that Lender which includes deposits by reference to which the interest rate on Eurodollar Loans or CD Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank that Lender which includes Eurodollar Loans or CD Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that which it may hold, then, if such Bank Lender so elects by notice to the Company (with a copy ..to the Administrative Agent), the obligation of such Bank Lender to make Eurodollar or Continue Loans of such Type hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the Loans theretofore made by such Bank shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans in accordance with the provisions of Section 5.03A5.04 hereof shall be applicable). Credit Agreement.
(c) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Company shall pay directly to each Bank Lender from time to time on request such amounts as such Bank Lender may determine to be necessary to compensate such Bank Lender (or, without duplication, the bank holding company of which such Bank Lender is a subsidiary) for any costs that which it determines are attributable to the maintenance by such Bank Lender (or any Applicable Lending Office or such bank holding company), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawfullaw) of any court or governmental or monetary authority authority
(i) following any Regulatory Change or Change, or
(ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) heretofore or hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Basle Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. CFR Part 208208 ' Appendix A; 12 CFR Part 225, Appendix A; ) and the Final Risk-Based ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the ▇ ▇he Office of the Comptroller of the Currency (12 C.F.R. CFR Part 3, Appendix A)), of capital in respect of its Commitment(s) or Loans (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such Bank (or any Applicable Lending Office or such bank holding company) to a level below that which such Bank (or any Applicable Lending Office or such bank holding company) could have achieved but for such law, regulation, interpretation, directive or request). For purposes of this Section 5.01(c), "Basel Accord" shall mean the proposals for risk-based capital framework described by the Basel Committee on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to time or any replacement thereof.,
Appears in 1 contract
Additional Costs. (a) The Company shall pay directly to each Bank from time to time such amounts as such Bank may determine to be necessary to compensate such Bank for any costs that such Bank determines are attributable to its making or maintaining of any Eurodollar Loans or its obligation to make any Eurodollar Loans hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change that:
(i) changes If the basis of taxation of any amounts payable to such Bank under this Agreement or its Notes (other than taxes imposed on or measured by the overall net income of such Bank or of its Applicable Lending Office by the jurisdiction in which such Bank has its principal office or such Applicable Lending Office); or
(ii) imposes or modifies any reserve, special deposit or similar requirements (other than the Reserve Requirement Credit Agreement utilized in the determination of the Eurodollar Rate for such Loan) relating to any extensions of credit or other assets adoption of, or any deposits with or other liabilities ofchange in, such Bank (including, without limitationin each case after the date hereof, any Requirement of such Loans Law or any deposits referred to in the definition of "Eurodollar Base Rate" in Section 1.01 hereof), interpretation or application thereof or compliance by any commitment of such Bank hereunder (including, without limitation, the Commitment of such Bank); or
(iii) imposes Lender with any other condition affecting this Agreement request or its Notes or its Commitment. If any Bank requests compensation from the Company under this Section 5.01(a), the Company may, by notice to such Bank (with a copy to the Agent), suspend the obligation of such Bank thereafter to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.03A hereof shall be applicable), provided that such suspension shall not affect the right of such Bank to receive the compensation so requested.
(b) Without limiting the effect of the provisions of paragraph (a) of this Section 5.01, in the event that, by reason of any Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank that includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank that includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Bank so elects by notice to the Company (with a copy to the Administrative Agent), the obligation of such Bank to make Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the Loans theretofore made by such Bank shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans in accordance with the provisions of Section 5.03A). Credit Agreement
(c) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Company shall pay directly to each Bank from time to time on request such amounts as such Bank may determine to be necessary to compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for any costs that it determines are attributable to the maintenance by such Bank (or any Applicable Lending Office or such bank holding company), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law and whether law) from any central bank or not failure other Governmental Authority or the NAIC made subsequent to comply therewith would be unlawful) of any court or governmental or monetary authority the date hereof:
(i) following shall subject any Regulatory Change Lender or L/C Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit or any Lender's participation therein, any L/C Document or any Loan made by it or change the basis of taxation of payments to such Lender in respect thereof by any Governmental Authority (except for taxes covered by or expressly excluded from coverage by Section 5.06, changes in the rate of tax on the overall net income or net profits of such Lender or its Applicable Lending Office, or any affiliate thereof or franchise taxes or similar taxes imposed with respect to or in lieu of its net income or net profits by any Governmental Authority);
(ii) implementing shall impose, modify or hold applicable any risk-based capital guideline reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other requirement liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender or L/C Lender which is not otherwise included in the determination of the LIBO Rate hereunder; or
(iii) shall impose on such Lender or L/C Lender any other condition (excluding taxes); and the result of any of the foregoing is to increase the cost to such Lender or L/C Lender, by an amount which such Lender or L/C Lender deems to be material (and it is the policy of such Lender or L/C Lender to seek reimbursement from a borrower for such amount), of making, converting into, continuing or maintaining LIBOR Loans or issuing or participating in Letters of Credit or to reduce any amount receivable hereunder in respect thereof then, in any such case, Borrower shall, within 10 days of written demand therefor, pay such Lender or L/C Lender any additional amounts necessary to compensate such Lender or L/C Lender on a net after-tax basis (taking into account any additional tax costs or tax benefits) for such increased cost or reduced amount receivable. If any Lender or L/C Lender becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify Borrower, through Administrative Agent, of the event by reason of which it has become so entitled.
(b) In the event that any Lender or L/C Lender shall have determined that the adoption after the date hereof of any law, rule, regulation or guideline regarding capital adequacy (or any change after the date hereof therein or in the interpretation or application thereof) or compliance by any Lender or L/C Lender or any corporation controlling such Lender or L/C Lender with any request or directive regarding capital adequacy (whether or not having the force of law and whether law) from any central bank or not other Governmental Authority or the failure NAIC, in each case, made subsequent to comply therewith would be unlawful) hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Accord (date hereof including, without limitation, the Final Risk-Based Capital Guidelines issuance after the date hereof of any final rule, regulation or guideline, does or shall have the Board effect of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A)), of capital in respect of its Commitment(s) or Loans (such compensation to include, without limitation, an amount equal to any reduction of reducing the rate of return on assets such Lender's or equity of such Bank (or any Applicable Lending Office L/C Lender's or such bank holding company) corporation's capital as a consequence of its obligations hereunder or under any Letter of Credit to a level below that which such Bank (Lender or any Applicable Lending Office L/C Lender or such bank holding company) corporation could have achieved but for such lawadoption, regulationchange or compliance (taking into consideration such Lender's or L/C Lender's or such corporation's policies with respect to capital adequacy) by an amount deemed by such Lender or L/C Lender to be material, interpretation, directive or request). For purposes of this Section 5.01(c), "Basel Accord" shall mean the proposals for risk-based capital framework described by the Basel Committee on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect then from time to time time, after submission by such Lender or L/C Lender to Borrower (with a copy to Administrative Agent) of a written request therefor, Borrower shall promptly pay to such Lender or L/C Lender such additional amount or amounts as will compensate such Lender or L/C Lender for such reduction.
(c) A certificate as to any replacement thereofadditional amounts setting forth in reasonable detail the calculation of additional amounts payable pursuant to this Section 5.01 submitted by such Lender or L/C Lender, through Administrative Agent, to Borrower shall be conclusive in the absence of clearly demonstrable error. Without limiting the survival of any other covenant hereunder, this Section 5.01 shall survive the termination of this Agreement and the payment of the Notes and all other Obligations payable hereunder.
Appears in 1 contract
Additional Costs. (a) The Company Each Borrower shall pay directly to each Bank Lender from time to time such amounts as such Bank Lender may determine to be necessary to compensate such Bank Lender for any costs that such Bank Lender determines are attributable to its making or maintaining of any Eurodollar LIBO Rate Loans or Set Rate Loans or its obligation to make any Eurodollar LIBO Rate Loans hereunder, or any reduction in any amount receivable by such Bank Lender hereunder in respect of any of such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change that:
(i) changes the basis of taxation of any amounts payable to such Bank Lender under this Agreement or its Notes in respect of any Credit Agreement ---------------- of such Loans (other than taxes imposed on or measured by the overall net income of such Bank Lender or of its Applicable Lending Office for any of such Loans by the jurisdiction in which such Bank Lender has its principal office or such Applicable Lending Office); or
(ii) imposes or modifies any reserve, special deposit or similar requirements (other than the Reserve Requirement Credit Agreement utilized in the determination of the Eurodollar Adjusted LIBO Rate for such Loan and Mandatory Costs utilized in the determination of the LIBO Rate for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank Lender (including, without limitation, any of such Loans or any deposits referred to in the definition of "Eurodollar Base LIBO Rate" in Section 1.01 hereof1.01), or any commitment of such Bank hereunder Lender (including, without limitation, the Commitment of such BankLender hereunder); or
(iii) imposes any other condition affecting this Agreement or its Notes (or any of such extensions of credit or liabilities) or its Commitment. If any Bank Lender requests compensation from the Company any Borrower under this Section 5.01(a), the Company may, by notice to such Bank Lender (with a copy to the Administrative Agent), suspend the obligation of such Bank Lender thereafter to make or Continue Eurodollar Loans, or to Convert Base LIBO Rate Loans into Eurodollar Loans, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.03A hereof 5.04 shall be applicable), provided PROVIDED that such suspension shall not affect the right of such Bank Lender to receive the compensation so requested.
(b) Without limiting the effect of the provisions of paragraph (a) of this Section 5.01, in the event that, by reason of any Regulatory Change, any Bank Lender either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank Lender that includes deposits by reference to which the interest rate on Eurodollar LIBO Rate Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank Lender that includes Eurodollar LIBO Rate Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Bank Lender so elects by notice to the Company (with a copy to the Administrative Agent), the obligation of such Bank Lender to make Eurodollar LIBO Rate Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the Loans theretofore made by such Bank shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans in accordance with the provisions of Section 5.03A5.04 shall be applicable). Credit Agreement.
(c) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Company shall pay directly to each Bank Lender from time to time on request such amounts as Credit Agreement ---------------- such Bank Lender may determine to be necessary to compensate such Bank Lender (or, without duplication, the bank holding company of which such Bank Lender is a subsidiary) for any costs that it determines are attributable to the maintenance by such Bank Lender (or any Applicable Lending Office or such bank holding company), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) of any court or governmental or monetary authority (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued after the date hereof by any government or governmental or supervisory authority implementing at the national level the Basel Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A)Guidelines), of capital in respect of its Commitment(s) Commitment or Loans (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such Bank Lender (or any Applicable Lending Office or such bank holding company) to a level below that which such Bank Lender (or any Applicable Lending Office or such bank holding company) could would have achieved with respect to its Commitment or Loans but for such law, regulation, interpretation, directive or request).
(d) Each Lender shall notify the Company of any event occurring after the date hereof entitling such Lender to compensation under paragraph (a) or (c) of this Section 5.01 as promptly as practicable, but in any event within 45 days, after such Lender obtains actual knowledge thereof. For If any Lender fails to give such notice within 45 days after it obtains actual knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.01 in respect of any costs resulting from such event, only be entitled to payment under this Section 5.01 for costs incurred from and after the date 45 days prior to the date that such Lender does give such notice. Each Lender will furnish to the Company a certificate setting forth the basis and amount of each request by such Lender for compensation under paragraph (a) or (c) of this Section 5.01. Determinations and allocations by any Lender for purposes of this Section 5.01(c5.01 of the effect of any Regulatory Change pursuant to paragraph (a) or (b) of this Section 5.01, or of the effect of capital maintained pursuant to paragraph (c) of this Section 5.01, on its costs or rate of return of maintaining Loans or its obligation to make Loans, or on amounts receivable by it in respect of Loans, and of the amounts required to compensate such Lender under this Section 5.01, shall be conclusive absent manifest error, PROVIDED that such determinations and allocations are made on a reasonable basis.
(e) Each Lender will designate a different Applicable Lending Office for the Loans of such Lender affected by any event Credit Agreement ---------------- specified in paragraphs (a), "Basel Accord" shall mean (b) or (c) of this Section 5.01 or in Section 5.03 if such designation will avoid the proposals for risk-based capital framework described by need for, or reduce the Basel Committee on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988amount of, such compensation or suspension, as amendedthe case may be, modified and supplemented and will not, in effect from time the sole opinion of such Lender, be disadvantageous to time or any replacement thereofsuch Lender.
Appears in 1 contract
Additional Costs. (a) The Company shall pay directly to each Bank from time to time such amounts as such Bank may determine to be necessary to compensate such Bank for In the event that any costs that such Bank determines are attributable to its making law or maintaining regulation or guideline or interpretation (whether now in effect or hereafter adopted) thereof by any court or administrative or governmental authority charged with the administration thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) of any Eurodollar Loans such authority or its obligation to make any Eurodollar Loans hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change that:
shall (i) changes change the basis of taxation of any amounts payable to such Bank Lender under this Agreement or its the Notes in respect of any Loans (other than taxes imposed on or measured by the overall net income of such Bank Lender for any such Loans by the United States or of its Applicable Lending Office by the jurisdiction in which such Bank Lender has its principal office or such Applicable Lending Officeoffice); or
(ii) imposes impose or modifies modify any reserve, Federal Deposit Insurance Corporation premium or assessment, special deposit or similar requirements (other than the Reserve Requirement Credit Agreement utilized in the determination of the Eurodollar Rate for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank Lender; (includingiii) impose, without limitationmodify or deem applicable or result in the application of, any reserve, special deposit, capital maintenance, capital ratio or similar requirement against loan commitments made by any Lender or against any other extensions of such Loans credit (other than direct loans) or commitments to extend credit or other assets of or any deposits referred to in the definition of "Eurodollar Base Rate" in Section 1.01 hereof), or other liabilities taken or entered into by any commitment of such Bank hereunder Lender; or (including, without limitation, the Commitment of such Bank); or
(iiiiv) imposes impose. any other condition conditions affecting this Agreement or its the Notes in respect of the Loans (or any of such extensions of credit, assets, deposits or liabilities) ; and the result of any event referred to in clause (i), (ii), (iii) or (iv) above shall be to increase such Lender's costs of making or maintaining any Loans or its Commitment. If , or to reduce any Bank requests compensation from amount receivable by such Lender hereunder in respect of any Loans or its Commitment or to impose upon any Lender or increase any capital requirement applicable as a result of the Company under making or maintenance of such Lender's Commitment or the obligation of the Borrower hereunder with respect to such Commitment or to reduce the amounts receivable by any Lender or any Lender's return on equity with respect to its Commitment hereunder as a result of any change, modification or increase set forth in this Section 5.01(a2.15(a) with respect to such Commitment (which increases in costs or increases in (or imposition of) capital requirements or reductions in amounts receivable or return on equity may be determined by each Lender's reasonable allocation of the aggregate of such cost increases, capital increases or impositions or reductions in amounts receivable or return on equity resulting from such events are hereinafter referred to as "ADDITIONAL COSTS"), then, upon demand made by such Lender the Company may, by notice to such Bank (with a copy Borrower shall pay to the Agent), suspend and the obligation of such Bank thereafter to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the Regulatory Change giving rise Agent shall pay to such request ceases Lender from time to be in effect (in time as specified by such Lender, such other amounts which case the provisions of Section 5.03A hereof shall be applicable)sufficient to compensate such Lender for such Additional Costs, provided that together with interest on each such suspension shall amount which is not affect paid within three (3) days after demand by such Lender, payable at the right of such Bank to receive the compensation so requestedPost Default Rate.
(b) Without limiting the effect of the provisions of paragraph (a) of this Section 5.01, in the event that, by reason of any Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank that includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank that includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Bank so elects by notice to the Company (with a copy to the Administrative Agent), the obligation of such Bank to make Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the Loans theretofore made by such Bank shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans in accordance with the provisions of Section 5.03A). Credit Agreement
(c) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Company shall pay directly to each Bank from time to time on request such amounts as such Bank may determine to be necessary to compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for any costs that it determines are attributable to the maintenance by such Bank (or any Applicable Lending Office or such bank holding company), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) of any court or governmental or monetary authority (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued Determinations by any government or governmental or supervisory authority implementing at the national level the Basel Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A)), of capital in respect of its Commitment(s) or Loans (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such Bank (or any Applicable Lending Office or such bank holding company) to a level below that which such Bank (or any Applicable Lending Office or such bank holding company) could have achieved but Lender for such law, regulation, interpretation, directive or request). For purposes of this Section 5.01(c)2.15 of its costs of making or maintaining the Loans or on amounts receivable by it in respect of the Loans, "Basel Accord" or imposing upon or increasing capital requirements or reductions in amounts receivable or return on equity, and of the additional amounts required to compensate such Lender in respect of any Additional Costs, shall mean the proposals for risk-based capital framework described by the Basel Committee on Banking Regulations be set forth in writing in reasonable detail and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988shall be conclusive, as amended, modified and supplemented and in effect from time to time or any replacement thereofabsent manifest error.
Appears in 1 contract
Additional Costs. (a) The Company shall pay directly to each Bank from time to time such amounts as such Bank may reasonably determine to be necessary to compensate such Bank for any costs that such Bank determines are attributable to its making or maintaining of any Eurodollar Fixed Rate Loans or its obligation to make any Eurodollar Fixed Rate Loans hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any of such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change that:
(i) changes the basis of taxation of any amounts payable to such Bank under this Agreement or its Notes in respect of any of such Loans (other than taxes imposed on or measured by the overall net income of such Bank or of its Applicable Lending Office for any of such Loans by the jurisdiction in which such Bank has its principal office or such Applicable Lending Office); or
(ii) imposes or modifies any reserve, special deposit or similar requirements (other than the Reserve Requirement Credit Agreement utilized in the determination of the Eurodollar Fixed Base Rate for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including, without limitation, any of such Loans or any deposits referred to in the definition of "Eurodollar Fixed Base Rate" in Section 1.01 hereof), or any commitment of such Bank hereunder (including, without limitation, the Commitment of such BankBank hereunder); or
(iii) imposes any other condition affecting this Agreement or its Notes (or any of such extensions of credit or liabilities) or its Commitment. If any Bank requests compensation from the Company under this Section 5.01(a), the Company may, by notice to such Bank (with a copy to the Administrative Agent), suspend the obligation of such Credit Agreement Bank thereafter to make or Continue Eurodollar LoansLoans of the Type with respect to which such compensation is requested, or to Convert Base Rate Loans of any other Type into Eurodollar LoansLoans of such Type, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.03A 5.04 hereof shall be applicable), provided that such suspension shall not affect the right of such Bank to receive the compensation so requested.
(b) Without limiting the effect of the provisions of paragraph (a) of this Section 5.01, in the event that, by reason of any Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank that includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank that includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Bank so elects by notice to the Company (with a copy to the Administrative Agent), the obligation of such Bank to make Eurodollar or Continue, or to Convert Loans of any other Type into, Loans of such Type hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the Loans theretofore made by such Bank shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans in accordance with the provisions of Section 5.03A5.04 hereof shall be applicable). Credit Agreement.
(c) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Company shall pay directly to each Bank from time to time on request such amounts as such Bank may reasonably determine to be necessary to compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for any costs that it determines are attributable to the maintenance by such Bank (or any Applicable Lending Office or such bank holding company), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) of any court or governmental or monetary authority (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Basle Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A)), of capital in respect of its Commitment(s) or Loans (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such Bank (or any Applicable Lending Office or such bank holding company) to a level below that which such Bank (or any Applicable Lending Office or such bank holding company) could have achieved but for such law, regulation, interpretation, directive or request). For purposes of this Section 5.01(c), "Basel Accord" shall mean the proposals for risk-based capital framework described by the Basel Committee on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to time or any replacement thereof.Credit Agreement
Appears in 1 contract
Sources: Credit Agreement (Bowater Inc)
Additional Costs. (a) The Company shall pay directly to each Bank from time to time such amounts as such Bank may reasonably determine to be necessary to compensate such Bank for any costs that such Bank determines are attributable to its making or maintaining of any Eurodollar Fixed Rate Loans or its obligation to make any Eurodollar Fixed Rate Loans hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any of such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change that:
(i) shall subject any Bank (or its lending office for any of such Loans) to any tax, duty or other charge in respect of such Loans or its Notes or changes the basis of taxation of any amounts payable to such Bank under this Agreement or its Notes in respect of any of such Loans (other than taxes imposed excluding changes in the rate of tax on or measured by the overall net income or gross receipts of such Bank or of its Applicable Lending Office such lending office by the jurisdiction in which such Bank has its principal office or such Applicable Lending Officelending office); or
(ii) imposes or modifies any reserve, special deposit or similar requirements (other than the Reserve Requirement Credit Agreement utilized than, in the determination case of any Bank for any period as to which the Eurodollar Rate for such LoanCompany is required to pay any amount under paragraph (d) below, the reserves against "Eurocurrency liabilities" under Regulation D therein referred to) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including, without limitation, any of such Loans or any deposits referred to in the definition of "Eurodollar Fixed Base Rate" in Section 1.01 hereof), or any commitment of such Bank hereunder (including, without limitation, the Commitment of such BankBank hereunder); or
(iii) imposes any other condition affecting this Agreement or its Notes (or any of such extensions of credit or liabilities) or its Commitment. If any Bank requests compensation from the Company under this Section 5.01(a), the Company may, by notice to such Bank (with a 42 - 38 - copy to the Administrative Agent), suspend the obligation of such Bank thereafter to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.03A 5.04 hereof shall be applicable), provided that such suspension shall not affect the right of such Bank to receive the compensation so requested.
(b) Without limiting the effect of the provisions of paragraph (a) of this Section 5.01, in the event that, by reason of any Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank that includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank that includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Bank so elects by notice to the Company (with a copy to the Administrative Agent), the obligation of such Bank to make Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the Loans theretofore made by such Bank shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans in accordance with the provisions of Section 5.03A). Credit Agreement
(c) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Company shall pay directly to each Bank from time to time on request such amounts as such Bank may reasonably determine to be necessary to compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for any costs that it determines are attributable to the maintenance by such Bank (or any Applicable Lending Office lending office or such bank holding company), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) of any court or governmental or monetary authority (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A))Basle Accord, of capital in respect of its Commitment(s) Commitment or Loans (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such Bank (or any Applicable Lending Office lending office or such bank holding company) to a level below that which such Bank (or any Applicable Lending Office lending office or such bank holding company) could have achieved but for such law, regulation, interpretation, directive or request).
(c) Each 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 5.01 as promptly as practicable, but in any event within 60 days, after such Bank obtains actual knowledge thereof; provided that (i) if any Bank fails to give such notice within 60 days after it obtains actual knowledge of such an event, such Bank shall, with respect to compensation payable pursuant to this Section 5.01 in respect of any costs resulting from such event, only be entitled to payment under this Section 5.01 for costs incurred from and after the date 60 days prior to the date that such Bank does give such notice and (ii) each Bank will designate a different lending office for the Loans of such Bank affected by such event if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Bank, be disadvantageous to such Bank. For Each Bank will furnish to the Company a certificate setting forth in reasonably specific detail the basis and amount of each request by such Bank for compensation under paragraph (a) or (b) of this Section 5.01. Determinations and allocations by any Bank for purposes of this Section 5.01(c)5.01 of the effect of any Regulatory Change pursuant to paragraph (a) of this Section 5.01, or of the effect of capital maintained pursuant to paragraph (b) of this Section 5.01, on its costs or rate of return of maintaining Loans or its obligation to make Loans, or on amounts receivable by it in respect of Loans, and of the amounts required to compensate such Bank under this Section 5.01, shall be conclusive, provided that such determinations and allocations are made on a reasonable basis.
(d) Without limiting the effect of the foregoing, the Company shall pay to each Bank on the last day of each Interest Period so long as such Bank is maintaining reserves against "Basel AccordEurocurrency liabilities" shall mean under Regulation D (or, unless the proposals provisions of paragraph (b) above are applicable, so long as such Bank is, by reason of any Regulatory Change, maintaining reserves against any other category of liabilities that includes deposits by reference to which the interest rate on Eurodollar Loans or LIBOR Market Loans is determined as provided in this Agreement or against any category of extensions of credit or other assets of such Bank that includes any Eurodollar Loans or LIBOR Market Loans) an additional amount (reasonably determined by such Bank and notified to the Company through the Administrative Agent) equal to the product of the following for riskeach Eurodollar Loan or LIBOR Market Loan for each day during such Interest Period:
(i) the principal amount of such Eurodollar Loan or LIBOR Market Loan outstanding on such day; and
(ii) the remainder of (x) a fraction the numerator of which is the rate (expressed as a decimal) at which interest accrues on such Eurodollar Loan or LIBOR Market Loan for such Interest Period as provided in this Agreement (less the Applicable Margin) and the denominator of which is one minus the effective rate (expressed as a decimal) at which such reserve requirements are imposed on such Bank on such day minus (y) such numerator; and
(iii) 1/360. 44 - 40 -based capital framework described by the Basel Committee on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to time or any replacement thereof.
Appears in 1 contract
Additional Costs. (a) The Company shall pay directly to each Bank from time to time such amounts as such Bank may determine to be necessary to compensate such Bank for any costs that such Bank determines are attributable to its making or maintaining of any Eurodollar Loans or its obligation to make any Eurodollar Loans hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any of such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "“Additional Costs"”), resulting from any Regulatory Change that:
(i) subjects any Bank (or its Applicable Lending Office for any of such Loans) to any tax, duty or other charge in respect of such Loans or its Notes or changes the basis of taxation of any amounts payable to such Bank under this Agreement or its Notes in respect of any of such Loans (other than taxes imposed excluding changes in the rate of tax on or measured by the overall net income of such Bank or of its such Applicable Lending Office by the any jurisdiction in which such Bank has its principal office or such Applicable Lending OfficeOffice or the Principal Office is located); or
(ii) imposes or modifies any reserve, special deposit or similar requirements (other than the Reserve Requirement Credit Agreement utilized in the determination of the Eurodollar Rate for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including, without limitation, any of such Loans or any deposits referred to in the definition of "“Eurodollar Base Rate" ” in Section 1.01 hereof), or any commitment of such Bank hereunder (including, without limitation, the Revolving Loan Commitment of such BankBank hereunder); or
(iii) imposes any other condition affecting this Agreement or its Notes the Note (or its any of such extensions of credit or liabilities) or the Revolving Loan Commitment. If any Bank requests compensation from the Company under this Section 5.01(a), the Company may, by notice to such Bank (with a copy to the Agent), suspend the obligation of such Bank thereafter to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.03A hereof shall be applicableeffect), provided that such suspension shall not affect the right of such Bank to receive the compensation so requested.
(b) Without limiting the effect of the provisions of paragraph (a) of this Section 5.01, in the event that, by reason of any Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank that includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank that includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Bank so elects by notice to the Company (with a copy to the Administrative Agent)Company, the obligation of such Bank to make or Continue, or to Convert Base Rate Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case and the Loans theretofore made by Company shall, upon the request of such Bank shall bear interest Bank, at the option of the Company, prepay any of such Loans then outstanding hereunder together with accrued interest thereon or Convert such Loans into Base Rate from the last day of the then current Interest Period for such Loans in accordance with the provisions of Section 5.03A). Credit AgreementLoans.
(c) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Company shall pay directly to each Bank from time to time on request such amounts as such Bank may determine to be necessary to compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for any costs that it determines are attributable to the maintenance by such Bank (or any Applicable Lending Office or such bank holding company), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) of any court or governmental or monetary authority (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A)), of capital in respect of its Commitment(s) or Loans (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such Bank (or any Applicable Lending Office or such bank holding company) to a level below that which such Bank (or any Applicable Lending Office or such bank holding company) could have achieved but for such law, regulation, interpretation, directive or request). For purposes of this Section 5.01(c), "Basel Accord" shall mean the proposals for risk-based capital framework described by the Basel Committee on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to time or any replacement thereof.,
Appears in 1 contract
Additional Costs. (a) The Company Borrowers shall pay directly to each Bank Lender from time to time on demand such amounts as such Bank Lender may determine to be necessary to compensate such Bank it for any costs that which such Bank Lender determines are attributable to its making or maintaining of any Eurodollar Loans under this Agreement or its Notes or its obligation to make any Eurodollar such Loans hereunder, or any reduction in any amount receivable by such Bank Lender hereunder in respect of any such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change that:
which: (i) changes the basis of taxation of any amounts payable to such Bank Lender under this Agreement or its Notes in respect of any of such Loans (other than taxes imposed on or measured by the overall net income of such Bank Lender or of its Applicable Lending Office for any of such Loans by the jurisdiction in which such Bank Lender has its principal office or such Applicable Lending Office); or
or (ii) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirements (other than the Reserve Requirement Credit Agreement utilized in the determination of the Eurodollar Rate for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank Lender (including, without limitation, including any of such Loans or any deposits referred to in the definition of "Eurodollar Base Rate" in Section 1.01 hereof), or any commitment of such Bank hereunder (including, without limitation, the Commitment of such Bank1.01); or
or (iii) imposes any other condition affecting this Agreement or its Notes (or its Commitmentany of such extensions of credit or liabilities). Each Lender will notify the Borrowers of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this Section 6.01 (a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. If any Bank Lender requests compensation from the Company Borrowers under this Section 5.01(a6.01(a), or under Section 6.01(c), the Company Borrowers may, by notice to such Bank Lender (with a copy to the Agent), suspend the obligation of such Bank thereafter to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.03A hereof shall be applicable), provided require that such suspension shall not affect Lender's Loans of the right of type with respect to which such Bank to receive the compensation so requestedis requested be converted in accordance with Section 6.04.
(b) Without limiting the effect of the foregoing provisions of paragraph (a) of this Section 5.016.01, in the event that, by reason of any Regulatory Change, any Bank Lender either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank that Lender which includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank that Lender which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that which it may hold, then, if such Bank Lender so elects by notice to the Company Borrowers (with a copy to the Administrative Agent), the obligation of such Bank Lender to make Eurodollar or renew, and to convert Loans of any other type into, Loans of such type hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (in which case the and all Loans theretofore made of such type held by such Bank Lender then outstanding shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans be converted in accordance with the provisions of Section 5.03A6.04). Credit Agreement.
(c) Without limiting the effect of the foregoing provisions of this Section 5.01 6.01 (but without duplication), the Company Borrowers shall pay directly to each Bank Lender from time to time on request such amounts as such Bank Lender may determine to be necessary to compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) Lender for any costs that which it determines are attributable to the maintenance by such Bank (it or any Applicable Lending Office or such bank holding company), of its Affiliates pursuant to any law or regulation of any jurisdiction or any interpretation, directive or request (whether or not having the force of law and whether in effect on the date of this Agreement or not failure to comply therewith would be unlawfulthereafter) of any court or governmental or monetary authority (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A)), of capital in respect of its Commitment(s) Loans or participation in Letters of Credit hereunder or its obligation to make Loans hereunder (such compensation to include, without limitation, an amount equal to any reduction of the rate of in return on assets or equity of such Bank (or any Applicable Lending Office Lender or such bank holding company) Affiliates to a level below that which such Bank (or any Applicable Lending Office or such bank holding company) it could have achieved but for such law, regulation, interpretation, directive or request). For Each Lender will notify the Borrowers if it is entitled to compensation pursuant to this Section 6.01(c) as promptly as practicable after it determines to request such compensation.
(d) Determinations and allocations by a Lender for purposes of this Section 5.01(c6.01 of the effect of any Regulatory Change pursuant to subsections (a) or (b), "Basel Accord" or of the effect of capital maintained pursuant to subsection (c), on its costs of making or maintaining Loans or its obligation to make Loans, or on amounts receivable by, or the rate of return to, it in respect of Loans or such obligation, and of the additional amounts required to compensate such Lender under this Section 6.01, shall mean the proposals for risk-based capital framework described by the Basel Committee be conclusive, provided that such determinations and allocations are made on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to time or any replacement thereofa reasonable basis.
Appears in 1 contract
Additional Costs. (a) The Company Relevant Borrower(s) shall pay directly to each Relevant Bank from time to time such amounts as such Bank may determine to be necessary to compensate such Bank for any costs that such Bank determines are attributable to its making or maintaining of any Eurodollar Loans or its obligation to make any Eurodollar Loans hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any of such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional CostsADDITIONAL COSTS"), resulting from any Regulatory Change that:
(i) changes the basis of taxation of any amounts payable to such Bank under this Agreement or its Notes in respect of any of such extensions of credit (other than taxes imposed on or measured by the overall net income of such Bank or of its Applicable Lending Office for any of such extensions of credit by the jurisdiction in which such Bank has its principal office or such Applicable Lending Office); or
(ii) imposes or modifies any reserve, special deposit or similar requirements (other than the Reserve Requirement Credit Agreement utilized in the determination of the Eurodollar Rate for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including, without limitation, any of such Loans or any deposits referred to in the definition of "Eurodollar Base Rate" in Section 1.01 hereof), or any commitment of such Bank hereunder (including, without limitation, the Commitment Commitments of such BankBank hereunder); or
(iii) imposes any other condition affecting this Agreement or its Notes Note (or any of such extensions of credit or liabilities) or its Commitment. If any Bank requests compensation from the Company any Borrower under this Section 5.01(a), the Company Relevant Borrower(s) may, by notice to such Bank (with a copy to the Relevant Agent), suspend the obligation of such Bank thereafter to make or Continue Eurodollar Loans, or to Convert Base Rate Loans or Canadian Prime Loans or Bankers' Acceptances (and any related BA Loans) into Eurodollar Loans, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.03A 5.04 hereof shall be applicable), provided PROVIDED that such suspension shall not affect the right of such Bank to receive the compensation so requested.
(b) Without limiting the effect of the provisions of paragraph (a) of this Section 5.01, in the event that, by reason of any Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank that includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank that includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Bank so elects by notice to the Company Relevant Borrower (with a copy to the Administrative Relevant Agent), the obligation of such Bank to make or Continue, or to Convert Base Rate Loans, Canadian Prime Loans or BA Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the Loans theretofore made by such Bank shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans in accordance with the provisions of Section 5.03A5.04 hereof shall be applicable). Credit Agreement.
(c) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Company Relevant Borrower(s) shall pay directly to each Bank from time to time on request such amounts as such Bank may determine to be necessary to compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for (i) any costs that it determines are attributable to the maintenance by such Bank (or any Applicable Lending Office or such bank holding company), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) of any court or governmental or monetary authority (iA) following any Regulatory Change or (iiB) implementing after the date hereof any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) heretofore or hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A) and the October 1995 Guidelines issued by the Office of the Superintendent of Financial Institutions of Canada entitled "Capital Adequacy Requirements" (or any guidelines issued in replacement thereof)), of capital in respect of its Commitment(s) Commitment or Loans (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such Bank (or any Applicable Lending Office or such bank holding company) to a level below that which such Bank (or any Applicable Lending Office or such bank holding company) could have achieved but for such law, regulation, interpretation, directive or request). For purposes ; and (ii) any reduction in amounts payable to it hereunder (other than a reduction resulting from a higher rate of this Section 5.01(c), "Basel Accord" shall mean the proposals for risk-based capital framework described by the Basel Committee on Banking Regulations and Supervisory Practices income tax or other special tax relating to such Bank's income in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to time general) or any replacement thereofpayment required to be made or return that is foregone on or calculated with reference to any amount received or receivable by such Bank under this Agreement as a result of a Regulatory Change.
Appears in 1 contract
Sources: Credit Agreement (Forest Oil Corp)
Additional Costs. (a) The Company shall pay (but without duplication, including by reason of Section 5.05(a) hereof) directly to each Bank from time to time such amounts as such Bank may reasonably determine to be necessary to compensate such Bank for any costs incurred by such Bank that such Bank reasonably determines are attributable to its making or maintaining of any Eurodollar Eurocurrency Loans to the Company or its obligation to make any Eurodollar Eurocurrencv Loans to the Company hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any of such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change that:
(i) shall subject such Bank (or its Applicable Lending Office for any of such Loans) to any tax, duty or other charge in respect of such Loans or changes the basis of taxation of any amounts payable to such Bank under this Agreement or its Notes in respect of any of such Loans (other than taxes imposed excluding changes in the rate of tax on or measured by the overall net income of such Bank or of its such Applicable Lending Office by the any jurisdiction in which such Bank is organized or has its principal office or in which such Applicable Lending OfficeOffice is located or carrying on business); or
(ii) imposes or modifies increases any reserve, special deposit or similar requirements (other than the Reserve Requirement Credit Agreement reserve requirement utilized in the determination of the Eurodollar Eurocurrency Rate for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including, without limitation, any of such Loans or any deposits referred to in the definition of "Eurodollar Eurocurrency Base Rate" in Section 1.01 hereof), or any commitment of such Bank hereunder (including, without limitation, the Commitment of such BankBank hereunder); or
(iii) imposes any other material condition affecting this Agreement (or any of such extensions of credit or liabilities) or its Notes or its CommitmentCommitment (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"). ---------------- If any Bank requests compensation from the any Company under this Section 5.01(a), the Company may, by notice to such Bank (with a copy to the Administrative Agent), suspend the obligation of such Bank thereafter to make or Continue Eurodollar Loans, or Eurocurrency Loans to Convert Base Rate Loans into Eurodollar Loans, such Company until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.03A 5.03 hereof shall be applicable), provided that such suspension shall not affect the right -------- of such Bank to receive the compensation so requested.. Credit Agreement ----------------
(b) Without limiting the effect of the provisions of paragraph (a) of this Section 5.01, in the event that, by reason of any Regulatory Change, Change any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank that includes deposits by reference to which the interest rate on Eurodollar Eurocurrency Loans is denominated in an Currency as determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank that includes Eurodollar Eurocurrency Loans denominated in such Currency or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, hold then, if such Bank so elects by notice to the Company (with a copy to the Administrative Agent), the obligation of such Bank to make Eurodollar Eurocurrency Loans in such Currency hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the Loans theretofore made by such Bank shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans in accordance with the provisions of Section 5.03A5.03 hereof shall be applicable). Credit Agreement.
(c) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Company shall pay directly to each Bank from time to time on request such amounts as such Bank may reasonably determine to be necessary to compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for any costs that it reasonably determines are attributable to the maintenance by such Bank (or any Applicable Lending Office or such bank holding company), ) of capital in respect of its Commitment or Loans pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) of any court or governmental or monetary authority (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel BasIc Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A)), of capital in respect of its Commitment(s) or Loans (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such Bank (or any Applicable Lending Office or such bank holding company) to a level below that which such Bank (or any Applicable Lending Office or such bank holding company) could have achieved but for such law, regulation, interpretation, directive or request). For purposes .
(d) Each Bank shall notify the Company of any event occurring after the date hereof entitling such Bank to compensation under paragraph (a) or (c) of this Section 5.01(c)5.01 as promptly as practicable, "Basel Accord" shall mean but in any event within 90 days, after such Bank obtains actual knowledge thereof; provided that (i) if any -------- Bank fails to give such notice within 90 days after it obtains actual knowledge of such an event, such Bank shall, with respect to compensation payable pursuant to this Section 5.01 in respect of any costs resulting from such event, only be entitled to payment under this Section 5.01 for costs incurred from and after the proposals date 90 days prior to the date that such Bank does give such notice and (ii) each Bank will designate a different Applicable Lending Office for risk-based capital framework described the Loans of such Bank affected by the Basel Committee on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to time or any replacement thereof.such Credit Agreement ----------------
Appears in 1 contract
Sources: Credit Agreement (Xl Capital LTD)
Additional Costs. (a) The Company shall pay directly to each Bank ---------------- Party from time to time such amounts as such Bank Party may determine to be necessary to compensate such Bank it for any costs that of such Bank Party which such Bank Party determines are attributable to its making or maintaining of any Eurodollar Loans or its obligation to make any Eurodollar Loans hereunder, or any reduction in any amount receivable by such Bank Party hereunder in respect of any of such Loans or such obligation obligation, or the issuance of or participation in Letters of Credit (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change that:which: ----------------
(i) changes the basis of taxation of any amounts payable to such Bank Party under this Agreement agreement or its Notes Note in respect of any of such Loans or Letters of Credit (other than taxes imposed on or measured by the overall net income of such Bank Party or of its Applicable Lending Office for any of such loans by the jurisdiction in which such Bank has its principal office or such Applicable Lending OfficeOffice or the Principal Office is located); or
(ii) imposes or modifies any reserve, special deposit or similar requirements (other than the Reserve Requirement Credit Agreement utilized in the determination of the Eurodollar Rate for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank Party (including, without limitation, including any of such Loans or any deposits referred to in the definition of "Eurodollar Base Rate" --------------- in Section 1.01 hereof), or the issuance of or participation in Letters of Credit, or any commitment of such Bank hereunder Party (including, without limitation, including the Commitment of such BankBank Party hereunder); or
(iii) imposes any other condition affecting this Agreement or its the Notes (or its any of such extensions of credit or liabilities), or the issuance of or participation in Letters of Credit, or the Commitment. If any Bank Party requests compensation from the Company under this Section 5.01(a)) with respect to Eurodollar Loans, the Company may, by notice to such Bank (with a copy to the Agent)Party, suspend the obligation of such Bank thereafter Party to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.03A hereof shall be applicable), provided that such suspension shall not affect the right of such Bank to receive the compensation so requestedeffect.
(b) Without limiting the effect of the provisions of paragraph (aSection 5.01(a) of this Section 5.01above, in the event that, by reason of any Regulatory Change, any Bank Party either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank that Party which includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank that Party which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that which it may hold, then, if such Bank Party so elects by notice to the Company (with a copy to the Administrative Agent)Company, the obligation of such Bank Party to make or Continue, or to Convert Base Rate Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the Loans theretofore made by such Bank shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans in accordance with the provisions of Section 5.03A). Credit Agreementeffect.
(c) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Company shall pay directly to each any Bank Party from time to time on request such amounts as such Bank Party may determine to be necessary to compensate such Bank Party (or, without duplication, the bank holding company of which such Bank Party is a subsidiary) for any costs that of such Bank Party which it determines are attributable to the maintenance by such Bank Party (or any Applicable Lending Office or such bank holding company), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawfullaw) of any court or governmental or monetary authority (i) following any Regulatory Change or (ii) implementing implementing, after the Closing Date, any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) heretofore or hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Basle Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. CFR Part 208, Appendix A; ▇▇ ▇.▇.▇. ▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. CFR Part 3, Appendix A)), of capital in respect of its Commitment(s) the Commitment, Loans, or Loans issuance of or participations in Letters of Credit and commitments and loans and letters of credit of similar type (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such Bank Party (or any Applicable Lending Office or such bank holding company) to a level below that which such Bank Party (or any Applicable Lending Office or such bank holding company) could have achieved but for such law, regulation, interpretation, directive or request). For purposes of this Section 5.01(c), "Basel Basle Accord" ------------ shall mean the proposals for risk-based capital framework described by the Basel Basle Committee on Banking Lending Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated ---------------------------------------------------------------------- July 1988, as amended, modified and supplemented and in effect from time to time or any replacement thereof.
(d) A Bank Party shall notify the Company of any event occurring after the date of this Agreement that will entitle such Bank Party to compensation under Sections 5.01(a) or (c) above as promptly as practicable, but in any event within 90 days, after such Bank Party obtains actual knowledge thereof; provided, that (i) if such Bank Party fails to give such notice within 90 days after it obtains actual knowledge of such an event, such Bank Party shall, with respect to compensation payable pursuant to this Section 5.01 in respect of any costs resulting from such event, only be entitled to payment under this Section 5.01 for costs incurred from and after the date 90 days prior to the date that such Bank Party does give such notice and (ii) such Bank Party will designate a different Applicable Lending Office for the Loans affected by such event if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Bank Party, be disadvantageous to such Bank Party, except that such Bank Party shall have no obligation to designate an Applicable Lending Office located in the United States of America. Each Bank Party will furnish to the Company a certificate setting forth the basis and amount of each request by such Bank Party for compensation under Sections 5.01(a) or (c) above. Determinations and allocations by a Bank Party for purposes of this Section 5.01 of the effect of any Regulatory Change pursuant to Sections 5.01(a) or (b) above, or of the effect of capital maintained pursuant to Section 5.01(c) above, on its costs or rate of return of maintaining Loans or its obligation to make Loans, or on amounts receivable by it in respect of Loans, or issue Letters of Credit or its obligation to participate in Letters of Credit, and of the amounts required to compensate such Bank Party under this Section 5.01, shall, absent manifest error, be conclusive, provided that such determinations and allocations are made on a reasonable basis.
Appears in 1 contract
Additional Costs. 110
(a) The Company shall pay directly If and so long as any Revolving Credit Lender is required to each Bank from time to time such amounts as such Bank may determine to be necessary to compensate such Bank for any costs that such Bank determines are attributable to its making comply with reserve assets, liquidity, cash margin or maintaining other requirements of any Eurodollar Loans monetary or its obligation to make other authority or regulation (including any Eurodollar Loans hereundersuch requirement imposed by the European Central Bank or the European System of Central Banks, or any reduction but excluding requirements reflected in any amount receivable by such Bank hereunder the Statutory Reserve Rate) in respect of any of such Lender’s Eurocurrency Loans or in any Alternative Currency, such obligation (Lender may require the relevant Borrower to pay, contemporaneously with each payment of interest on each of such increases ▇▇▇▇▇▇’s Eurocurrency Loans subject to such requirements, additional interest on such Loan at a rate per annum specified by such Lender to be the cost to such Lender of complying with such requirements in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change that:relation to such Loan.
(ib) changes the basis of taxation of any amounts payable Any additional interest owed pursuant to such Bank under this Agreement or its Notes paragraph (other than taxes imposed on or measured a) above shall be determined by the overall net income of such Bank or of its Applicable Lending Office by relevant Lender, which determination shall be conclusive absent manifest error, and notified to the jurisdiction in which such Bank has its principal office or such Applicable Lending Office); or
(ii) imposes or modifies any reserve, special deposit or similar requirements (other than the Reserve Requirement Credit Agreement utilized in the determination of the Eurodollar Rate for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including, without limitation, any of such Loans or any deposits referred to in the definition of "Eurodollar Base Rate" in Section 1.01 hereof), or any commitment of such Bank hereunder (including, without limitation, the Commitment of such Bank); or
(iii) imposes any other condition affecting this Agreement or its Notes or its Commitment. If any Bank requests compensation from the Company under this Section 5.01(a), the Company may, by notice to such Bank relevant Borrower (with a copy to the Administrative Agent)) at least five Business Days before each date on which interest is payable for the relevant Loan, suspend and such additional interest so notified to the obligation relevant Borrower by such Lender shall be payable to the Administrative Agent for the account of such Bank thereafter to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the Regulatory Change giving rise to Lender on each date on which interest is payable for such request ceases to be in effect (in which case the provisions of Section 5.03A hereof shall be applicable), provided that such suspension shall not affect the right of such Bank to receive the compensation so requestedLoan.
(bc) Without limiting If the effect cost to any Revolving Credit Lender of making or maintaining any Revolving Credit Loan to any Borrower is increased (or the provisions amount of paragraph any sum received or receivable by any Lender (aor its applicable lending office) of this Section 5.01, is reduced) by an amount deemed in the event thatgood faith by such Lender to be material, by reason of any Regulatory Changethe fact that such Borrower is incorporated in, any Bank either (i) incurs Additional Costs based on or measured conducts business in, a jurisdiction outside the United States of America, such Borrower shall indemnify such Lender for such increased cost or reduction within 15 days after demand by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank that includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank that includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Bank so elects by notice to the Company Lender (with a copy to the Administrative Agent), the obligation . A certificate of such Bank to make Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the Loans theretofore made by such Bank shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans in accordance with the provisions of Section 5.03A). Credit Agreement
(c) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Company shall pay directly to each Bank from time to time on request such amounts as such Bank may determine to be necessary to compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for any costs that it determines are attributable to the maintenance by such Bank (or any Applicable Lending Office or such bank holding company), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) of any court or governmental or monetary authority (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) claiming compensation under this paragraph and setting forth the additional amount or amounts to be paid to it hereunder (and the Final Risk-Based Capital Guidelines of basis for the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A)), of capital in respect of its Commitment(s) or Loans (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity calculation of such Bank (amount or any Applicable Lending Office or such bank holding companyamounts) shall be conclusive in the absence of manifest error. This Section 2.28(c) shall not apply with respect to a level below that which such Bank (or any Applicable Lending Office or such bank holding company) could have achieved but for such law, regulation, interpretation, directive or request). For purposes of this Section 5.01(c), "Basel Accord" shall mean the proposals for risk-based capital framework described by the Basel Committee on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to time or any replacement thereofTaxes.
Appears in 1 contract
Sources: Third Amended and Restated Credit Agreement (ENVIRI Corp)
Additional Costs. (a) The Company Borrowers shall pay directly to each Bank Lender from time to time within five Banking Days of demand therefore such amounts as such Bank Lender may reasonably determine to be necessary to compensate such Bank it for any costs that which such Bank Lender determines are attributable to its making or maintaining of any Eurodollar Loans under this Agreement or its Note or its obligation to make any Eurodollar such Loans hereunder, or any reduction in any amount receivable by such Bank Lender hereunder in respect of any such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional CostsADDITIONAL COSTS"), resulting from any Regulatory Change that:
which: (i) changes the basis of taxation of any amounts payable to such Bank Lender under this Agreement or its Notes Note in respect of any of such Loans (other than taxes imposed on or measured by the overall net income of such Bank Lender or of its Applicable Lending Office for any of such Loans by the jurisdiction in which such Bank Lender has its principal office or such Applicable Lending Office); or
or (ii) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirements (other than the Reserve Requirement Credit Agreement utilized in the determination of the Eurodollar Rate for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including, without limitation, any of such Loans Lender; or any deposits referred to in the definition of "Eurodollar Base Rate" in Section 1.01 hereof), or any commitment of such Bank hereunder (including, without limitation, the Commitment of such Bank); or
(iii) imposes any other condition affecting this Agreement or its Notes Note (or its Commitmentany of such extensions of credit or liabilities). Each Lender will notify the Borrowers of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this section 3.01(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. If any Bank Lender requests compensation from the Company Borrowers under this Section 5.01(asection 3.01(a), or under section 3.01(c), the Company Borrowers may, by notice to such Bank (Lender with a copy to the Agent), suspend the obligation of such Bank thereafter Lender to make or Continue Eurodollar Loans, or Loans of the type with respect to Convert Base Rate Loans into Eurodollar Loans, until the Regulatory Change giving rise to which such request ceases to be in effect compensation is requested (in which case the provisions of Section 5.03A hereof section 3.04 shall be applicable), provided that such suspension shall not affect the right of such Bank to receive the compensation so requested.
(b) Without limiting the effect of the foregoing provisions of paragraph (a) of this Section 5.01section 3.01, in the event that, by reason of any Regulatory Change, any Bank Lender either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank that Lender which includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank that Lender which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that which it may hold, then, if such Bank Lender so elects by notice to the Company (Borrowers with a copy to the Administrative Agent), the obligation of such Bank Lender to make Eurodollar Loans of such type hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (in which case the Loans theretofore made by such Bank shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans in accordance with the provisions of Section 5.03Asection 3.04 shall be applicable). Credit Agreement.
(c) Without limiting the effect of the foregoing provisions of this Section 5.01 section 3.01 (but without duplication), the Company Borrowers shall pay directly to each Bank Lender from time to time on within five Banking Days of request therefore such amounts as such Bank Lender may determine to be necessary to compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) Lender for any costs that which it determines are attributable to the maintenance by such Bank (the Lender or its bank holding company or any Applicable Lending Office or such bank holding company)of its Affiliates, pursuant to any law or regulation of any jurisdiction or any interpretation, directive or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawfullaw) of any court or governmental or monetary authority (i) following any Regulatory Change authority, whether in effect on the date of this Agreement or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A))thereafter, of capital in respect of its Commitment(s) Loans hereunder or its obligation to make Loans hereunder (such compensation to include, without limitation, an amount equal to any reduction of the rate of in return on assets or equity of such Bank (Lender or its bank holding company or any Applicable Lending Office or such bank holding company) of its Affiliates to a level below that which such Bank (or any Applicable Lending Office or such bank holding company) it could have achieved but for such law, regulation, interpretation, directive or request). For Each Lender will notify the Borrowers if such Lender is entitled to compensation pursuant to this section 3.01(c) as promptly as practicable afteR it determines to request such compensation.
(d) Determinations and allocations by a Lender for purposes of this Section 5.01(csection 3.01 of the effect of any RegulatorY Change pursuant to subsections (a) or (b), "Basel Accord" or of the effect of capital maintained pursuant to subsection (c), on its costs of making or maintaining Loans or its obligation to make Loans, or on amounts receivable by, or the rate of return to, it in respect of Loans or such obligation, and of the additional amounts required to compensate such Lender under this section 3.01, shall mean be conclusive absent manifest error, provided that such determinations and allocations are made on a reasonable basis. Each Lender demanding payment from the proposals Borrowers pursuant to this section 3.01 shall furnish to the Borrowers at the time of such demand a statement showing the basiS for risk-based capital framework described by and the Basel Committee on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence method of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to time or any replacement thereofcalculation of such demand.
Appears in 1 contract
Additional Costs. (a) The Company Borrower shall pay directly to each Bank from time to time on demand such amounts as such Bank may determine to be necessary to compensate such Bank it for any costs that which such Bank determines are attributable to its making or maintaining of any Eurodollar Loans or Fed Funds Rate Loans or its obligation to make any Eurodollar Loans or Fed Funds Rate Loans hereunder, or any reduction in any amount received or receivable by such Bank hereunder in respect of any Eurodollar Loans or Fed Funds Rate Loans or such obligation (such increases in costs and reductions in amounts received or receivable being herein called "Additional Costs"), resulting from any Regulatory Change thatwhich:
(i) changes the basis of taxation of any amounts payable to such Bank under this Agreement or its Notes Note (other than taxes imposed on or measured by the overall net income of such Bank or of its Applicable Lending Office imposed by the United States of America or by the jurisdiction in which such Bank has its principal office or such Applicable Lending Office); or;
(ii) imposes imposes, modifies, or modifies deems applicable any reserve, special deposit deposit, or similar requirements (other than the Reserve Requirement Credit Agreement utilized in the determination of the Eurodollar Rate for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including, without limitation, any of such Loans or any deposits referred to in the definition of "Eurodollar Base Rate" in Section 1.01 hereof), or any commitment of such Bank hereunder (including, without limitation, the Commitment of such Bank)Bank in respect of Eurodollar Loans or Fed Funds Rate Loans; or
(iii) imposes any other condition affecting this Agreement or its Notes Note (or its Commitment. If any Bank requests compensation from the Company under this Section 5.01(a), the Company may, by notice to such Bank (with a copy to the Agent), suspend the obligation of such Bank thereafter to make extensions of credit or Continue liabilities) or Commitment in respect of Eurodollar Loans or Fed Funds Rate Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.03A hereof shall be applicable), provided that such suspension shall not affect the right of such Bank to receive the compensation so requested.
(b) Without limiting the effect of the provisions of paragraph (a) of this Section 5.01, in the event that, by reason of any Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank that includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank that includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Bank so elects by notice to the Company (with a copy to the Administrative Agent), the obligation of such Bank to make Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the Loans theretofore made by such Bank shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans in accordance with the provisions of Section 5.03A). Credit Agreement
(c) Without limiting the effect of the foregoing provisions of this Section 5.01 5.1 (but without duplication), the Company Borrower shall pay directly to each Bank from time to time on request demand such amounts as such Bank may determine to be necessary to compensate such Bank (or, without duplication, the bank holding company of which or any Person controlling such Bank is a subsidiary) for any increased costs that which it determines are attributable to the maintenance by such Bank or such Person (or any Applicable Lending Office or such bank holding company), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawfulOffice) of any court or governmental or monetary authority (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A)), of capital in respect of its Commitment(s) such Bank's Commitment or Loans (as a result of any Regulatory Change, such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such Bank or such Person (or any Applicable Lending Office or such bank holding companyOffice) to a level below that which such Bank or such Person (or any Applicable Lending Office or such bank holding company) Office), taking into account their policies concerning capital adequacy, could have achieved but for such Regulatory Change.
(c) Each Bank will notify the Borrower of any event occurring after the date of this Agreement that will entitle such Bank to compensation under paragraph (a) or (b) of this Section 5.1 as promptly as practicable. Together with the delivery of such notice, the relevant Bank will furnish to the Borrower a certificate setting forth the basis and amount of each request by such Bank for compensation under paragraph (a) or (b) of this Section 5.1. Determinations and allocations by any Bank for purposes of this Section 5.1 of the effect of any Regulatory Change, law, regulation, interpretation, directive or request). For purposes request of this Section 5.01(c), "Basel Accord" any central bank or other monetary authority and computations of amounts payable set forth in the certificate referred to in the preceding sentence shall mean be made in good faith and shall be conclusive and binding on the proposals for risk-based capital framework described by Borrower in the Basel Committee on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence absence of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to time or any replacement thereofmanifest error.
Appears in 1 contract
Sources: Credit Agreement (Integra Bank Corp)
Additional Costs. (a) The Company Borrower shall pay directly to each Bank the Bank, from time to time time, within two Banking Days of receipt of the written demand of the Bank, such amounts as such the Bank may reasonably determine to be necessary to compensate such Bank it for any additional costs that such actually incurred by the Bank which the Bank reasonably determines are attributable to its making or maintaining of any Eurodollar Loans or its obligation to make any Eurodollar Loans Loan hereunder, or any reduction in any amount receivable by such the Bank hereunder in respect of any such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change that:
which: (i) changes the basis of taxation of any amounts payable to such the Bank under this Agreement or its the Notes in respect of any such obligations (other than taxes imposed on or measured by the overall net income of the Bank for any of such Bank or of its Applicable Lending Office obligations by the jurisdiction in which such the Bank has its principal office or such Applicable Lending Office); or
or (ii) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirements (other than the Reserve Requirement Credit Agreement utilized in the determination of the Eurodollar Rate for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such the Bank (including, without limitation, including any of such Loans or any deposits referred to in the definition of "Eurodollar Base Rate" in Section 1.01 hereof), or any commitment of such Bank hereunder (including, without limitation, the Commitment of such BankLIBOR Loans"); or
or (iii) imposes any other condition affecting this Agreement, or the Notes (or any of such extensions of credit or liabilities) and the Bank's obligations with respect thereto. The Bank will notify the Borrower in writing of any event occurring after the date of this Agreement or its Notes or its Commitment. If any which will entitle the Bank requests to compensation from the Company under pursuant to this Section 5.01(a), the Company may, by notice 5.2(a) as promptly as practicable after it obtains knowledge thereof and determines to request such Bank (with a copy to the Agent), suspend the obligation of such Bank thereafter to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.03A hereof shall be applicable), provided that such suspension shall not affect the right of such Bank to receive the compensation so requestedcompensation.
(b) Without limiting the effect of the foregoing provisions of paragraph (a) of this Section 5.015.2, in the event that, by reason of any Regulatory Change, any the Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such the Bank that which includes deposits by reference to which the interest rate on Eurodollar LIBOR Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such the Bank that which includes Eurodollar LIBOR Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that which it may hold, then, if such the Bank so elects by notice to the Company (with a copy to the Administrative Agent)Borrower, the obligation of such the Bank to make Eurodollar LIBOR Loans hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (in which case the Loans theretofore made by such Bank shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans in accordance with the provisions of Section 5.03A5.5 shall be applicable). Credit Agreement.
(c) Without limiting the effect of the foregoing provisions of this Section 5.01 5.2 (but without duplication), the Company Borrower shall pay directly to each the Bank from time to time on request such amounts as such the Bank may reasonably determine to be necessary to compensate such the Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for any costs that which it reasonably determines are attributable to the maintenance by such Bank (it or any Applicable Lending Office or such bank holding company), of its Affiliates pursuant to any law or regulation of any jurisdiction or any interpretation, directive or request (whether or not having the force of law and whether in effect on the date of this Agreement or not failure to comply therewith would be unlawfulthereafter) of any court or governmental or monetary authority (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A))authority, of capital in respect of its Commitment(s) Loans or Loans other obligations hereunder (such compensation to include, without limitation, an amount equal to any reduction of the rate of in return on assets or equity of such the Bank (or any Applicable Lending Office or such bank holding company) to a level below that which such Bank (or any Applicable Lending Office or such bank holding company) it could have achieved but for such law, regulation, interpretation, directive or request). For The Bank will notify the Borrower if it is entitled to compensation pursuant to this Section 5.2(c) as promptly as practicable after it determines to request such compensation.
(d) Determinations and allocations by the Bank for purposes of this Section 5.01(c5.2 of the effect of any Regulatory Change pursuant to subsections (a) or (b), "Basel Accord" or of the effect of capital maintained pursuant to subsection (c), on its costs of making or maintaining Loans or its obligation to make Loans, or on amounts receivable by, or the rate of return to, it in respect of Loans, and of the additional amounts required to compensate the Bank under this Section 5.2, shall mean the proposals for risk-based capital framework described be conclusive, absent manifest error, if such determination is made reasonably by the Basel Committee on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented Bank and in effect from time to time or any replacement thereofgood faith.
Appears in 1 contract
Sources: Credit Agreement (Technology Flavors & Fragrances Inc)
Additional Costs. (a) The Subject to Section 13.6, the Company shall pay directly to Administrative Agent, on demand for the account of each Bank from time to time such amounts as such Bank may determine to be necessary to compensate such Bank it for any costs that incurred by such Bank which such Bank determines are attributable to its making or maintaining of any Eurodollar Loans Loan or any Competitive Loan hereunder or its obligation to make any Eurodollar Loans such Loan hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any of such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), in each case resulting from any Regulatory Change thatwhich:
(i) subjects such Bank (or makes it apparent that such Bank is subject) to any tax (including without limitation any United States interest equalization tax), levy, impost, duty, charge or fee (collectively, "Taxes"), or any deduction or withholding for any Taxes on or from the payment due under any Eurodollar Loan or any Competitive Loan or other amounts due hereunder, other than income and franchise taxes of each jurisdiction (or any subdivision thereof) in which such Bank has an office or its Applicable Lending Office; or
(ii) changes the basis of taxation of any amounts payable to such Bank under this Agreement or its Notes in respect of any of such Loans (other than changes which affect taxes measured by or imposed on or measured by the overall net income or franchise taxes of such Bank or of its Applicable Lending Office for any of such Loans by the each jurisdiction (or any subdivision thereof) in which such Bank has its principal an office or such Applicable Lending Office); or
(iiiii) imposes or modifies or increases or deems applicable any reserve, special deposit or similar requirements (other than including, without limitation, any such requirement imposed by the Reserve Requirement Credit Agreement utilized in the determination Board of Governors of the Eurodollar Rate for such LoanFederal Reserve System) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank or loans made by such Bank, or against any other funds, obligations or other property owned or held by such Bank (including, without limitation, including any of such Loans or any deposits referred to in the definition of "Eurodollar Base Rate" in Section 1.01 1.1 hereof), ) and such Bank actually incurs such additional costs. Each Bank (if so requested by the Company through Administrative Agent) will designate a different available Applicable Lending Office for the Eurodollar Loans or any commitment the Competitive Loans of such Bank hereunder (includingor take such other action as the Company may request if such designation or action will avoid the need for, without limitationor reduce the amount of, such compensation and will not, in the Commitment sole opinion of such Bank); or
(iii) imposes any other condition affecting this Agreement or its Notes or its Commitment. If any Bank requests compensation from the Company under this Section 5.01(a)exercised in good faith, the Company may, by notice be disadvantageous to such Bank (with a copy to the Agent), suspend the obligation of such Bank thereafter to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.03A hereof shall be applicable), provided that such suspension Bank shall not affect the right of such Bank have no obligation so to receive the compensation so requested.
(b) Without limiting the effect of the provisions of paragraph (a) of this Section 5.01, designate an Applicable Lending Office for Eurodollar Loans located in the event that, by reason United States of any Regulatory Change, any America). Each Bank either (i) incurs Additional Costs based on or measured by will furnish the excess above Company with a specified level of statement setting forth the basis and amount of a category of deposits or other liabilities of such Bank that includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank that includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Bank so elects by notice to the Company (with a copy to the Administrative Agent), the obligation of such Bank to make Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the Loans theretofore made each request by such Bank shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans in accordance with the provisions of Section 5.03A). Credit Agreement
(c) Without limiting the effect of the foregoing provisions of compensation under this Section 5.01 6.1(a); subject to (but without duplication30), the Company shall pay directly to each Bank from time to time on request such amounts as such Bank may determine to be necessary to compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for any costs that it determines are attributable to the maintenance by such Bank (or any Applicable Lending Office or such bank holding company), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) of any court or governmental or monetary authority (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A)), of capital in respect of its Commitment(s) or Loans (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such Bank (or any Applicable Lending Office or such bank holding company) to a level below that which such Bank (or any Applicable Lending Office or such bank holding company) could have achieved but for such law, regulation, interpretation, directive or request). For purposes of this Section 5.01(c), "Basel Accord" shall mean the proposals for risk-based capital framework described by the Basel Committee on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to time or any replacement thereof.
Appears in 1 contract
Sources: Loan Agreement (Seagull Energy Corp)
Additional Costs. (a) The Company shall pay directly to each Bank If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time such amounts as such Bank may determine hereafter made upon or otherwise issued to be necessary to compensate such Bank for FPM by any costs that such Bank determines are attributable to its making or maintaining of any Eurodollar Loans or its obligation to make any Eurodollar Loans hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change that:
(i) changes the basis of taxation of any amounts payable to such Bank under this Agreement or its Notes (other than taxes imposed on or measured by the overall net income of such Bank or of its Applicable Lending Office by the jurisdiction in which such Bank has its principal office or such Applicable Lending Office); or
(ii) imposes or modifies any reserve, special deposit or similar requirements (other than the Reserve Requirement Credit Agreement utilized in the determination of the Eurodollar Rate for such Loan) relating to any extensions of credit central bank or other assets offiscal, or any deposits with monetary or other liabilities of, such Bank (including, without limitation, any of such Loans or any deposits referred to in the definition of "Eurodollar Base Rate" in Section 1.01 hereof), or any commitment of such Bank hereunder (including, without limitation, the Commitment of such Bank); or
(iii) imposes any other condition affecting this Agreement or its Notes or its Commitment. If any Bank requests compensation from the Company under this Section 5.01(a), the Company may, by notice to such Bank (with a copy to the Agent), suspend the obligation of such Bank thereafter to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.03A hereof shall be applicable), provided that such suspension shall not affect the right of such Bank to receive the compensation so requested.
(b) Without limiting the effect of the provisions of paragraph (a) of this Section 5.01, in the event that, by reason of any Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank that includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank that includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Bank so elects by notice to the Company (with a copy to the Administrative Agent), the obligation of such Bank to make Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the Loans theretofore made by such Bank shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans in accordance with the provisions of Section 5.03A). Credit Agreement
(c) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Company shall pay directly to each Bank from time to time on request such amounts as such Bank may determine to be necessary to compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for any costs that it determines are attributable to the maintenance by such Bank (or any Applicable Lending Office or such bank holding company), pursuant to any law or regulation or any interpretation, directive or request authority (whether or not having the force of law and whether law), shall:
(a) subject FPM to any tax (except for taxes on income or not failure profits), levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to comply therewith would be unlawfulthis Agreement or the Consignment Facility, or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to FPM of the principal of or the interest on the Consignment Facility or any court other amounts payable to FPM under this Agreement, or
(c) impose or governmental increase or monetary authority render applicable (iother than to the extent specifically provided for elsewhere in this Agreement) following any Regulatory Change or (ii) implementing any risk-based special deposit, reserve, assessment, liquidity, capital guideline adequacy or other requirement similar requirements (whether or not having the force of law and whether law) against assets held by, or not deposits in or for the failure account of, or loans by, FPM, or
(d) impose on FPM any other conditions or requirements with respect to comply therewith would be unlawful) hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Accord (including, without limitationthis Agreement, the Final Risk-Based Capital Guidelines Consignment Facility or any class of loans or commitments of which any of the Board Consignment Facility forms a part; and the result of Governors any of the Federal Reserve System foregoing is
(12 C.F.R. Part 208e) to increase the cost to FPM of making, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇funding, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines issuing, renewing, extending or maintaining any of the Office Consignment Facility, or
(f) to reduce the amount of principal, interest or other amount payable to FPM hereunder on account of any of the Comptroller of the Currency Consignment Facility, or
(12 C.F.R. Part 3, Appendix A)), of capital in respect of its Commitment(s) or Loans (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such Bank (or any Applicable Lending Office or such bank holding companyg) to a level below that require FPM to make any payment or to forego any interest or other sum payable hereunder, the amount of which such Bank (payment or foregone interest or other sum is calculated by reference to the gross amount of any Applicable Lending Office sum receivable or such bank holding company) could have achieved but deemed received by FPM for such lawthe Company hereunder, regulationthen, interpretation, directive or request). For purposes of this Section 5.01(c), "Basel Accord" shall mean the proposals for risk-based capital framework described by the Basel Committee on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect each such case, the Company will, upon demand by FPM, at any time and from time to time and as often as the occasion therefor may arise, pay to FPM such additional amounts as will be sufficient to compensate FPM for such additional cost, reduction, payment or any replacement thereofforegone interest or other sum. Such amounts shall only be payable prospectively after written notice from FPM.
Appears in 1 contract
Sources: Consignment Agreement (Semx Corp)
Additional Costs. Borrower agrees to pay to Bank all Additional Costs within ten (a10) The Company shall pay directly to each days of receipt by Borrower from Bank of a statement setting forth the amount or amounts due and the basis for the determination from time to time of such amounts as such amount or amounts, which statement shall be conclusive and binding upon Borrower absent manifest error. Failure on the part of Bank may determine to be necessary to compensate such Bank demand compensation for any costs that such Bank determines are attributable to its making or maintaining of any Eurodollar Loans or its obligation to make any Eurodollar Loans hereunder, or any reduction Additional Costs in any amount receivable by Interest Period shall not constitute a waiver of Bank's right to demand compensation for any Additional Costs incurred during any such Bank hereunder Interest Period or in respect of any Loans other subsequent or such obligation (such increases in costs and reductions in amounts receivable being herein called prior Interest Period. The term "Additional Costs"), resulting from " shall mean such additional amount or amounts as Bank shall reasonably determine will compensate Bank for actual costs incurred by Bank in maintaining LIBOR Rates on the LIBOR Balances or any Regulatory Change that:
(i) changes the basis of taxation portion thereof as a result of any amounts payable to such Bank under this Agreement or its Notes (other than taxes imposed on or measured by change, after the overall net income of such Bank or of its Applicable Lending Office by the jurisdiction in which such Bank has its principal office or such Applicable Lending Office); or
(ii) imposes or modifies any reserve, special deposit or similar requirements (other than the Reserve Requirement Credit Agreement utilized in the determination of the Eurodollar Rate for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including, without limitation, any of such Loans or any deposits referred to in the definition of "Eurodollar Base Rate" in Section 1.01 hereof), or any commitment of such Bank hereunder (including, without limitation, the Commitment of such Bank); or
(iii) imposes any other condition affecting this Agreement or its Notes or its Commitment. If any Bank requests compensation from the Company under this Section 5.01(a), the Company may, by notice to such Bank (with a copy to the Agent), suspend the obligation of such Bank thereafter to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.03A hereof shall be applicable), provided that such suspension shall not affect the right of such Bank to receive the compensation so requested.
(b) Without limiting the effect of the provisions of paragraph (a) date of this Section 5.01Note, in the event thatapplicable law, by reason of any Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank that includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank that includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Bank so elects by notice to the Company (with a copy to the Administrative Agent), the obligation of such Bank to make Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the Loans theretofore made by such Bank shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans in accordance with the provisions of Section 5.03A). Credit Agreement
(c) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Company shall pay directly to each Bank from time to time on request such amounts as such Bank may determine to be necessary to compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for any costs that it determines are attributable to the maintenance by such Bank (or any Applicable Lending Office or such bank holding company), pursuant to any law rule or regulation or in the interpretation or administration thereof by, or the compliance by Bank with any interpretationrequest or directive from, directive any domestic or request foreign governmental authority charged with the interpretation or administration thereof (whether or not having the force of law and whether law) or not failure by any domestic or foreign court changing the basis of taxation of payments to comply therewith would be unlawful) Bank of the LIBOR Balances or interest on the LIBOR Balances or any portion thereof at an Adjusted LIBOR Rate or any other fees or amounts payable under this Note or the Loan Agreement (other than taxes imposed on all or any portion of the overall net income of Bank by the State of Texas or the Federal government), or imposing, modifying or applying any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, credit extended by, or any other acquisition of funds for loans by Bank, or imposing on Bank, as the case may be, or on the London interbank market any other condition affecting this Note, the Loan Agreement or the LIBOR Balances so as to increase the cost of Bank making or maintaining Adjustable LIBOR Rates with respect to the LIBOR Balances or any portion thereof or to reduce the amount of any court sum received or governmental receivable by Bank under this Note or monetary authority (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement the Loan Agreement (whether of principal, interest or not having the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A)otherwise), of capital in respect of its Commitment(s) or Loans (such compensation to include, without limitation, by an amount equal deemed by Bank in good faith to any reduction of the rate of return on assets or equity of such Bank (or any Applicable Lending Office or such bank holding company) to a level below that which such Bank (or any Applicable Lending Office or such bank holding company) could have achieved be material, but without duplication for such law, regulation, interpretation, directive or request). For purposes of this Section 5.01(c), "Basel Accord" shall mean the proposals for risk-based capital framework described by the Basel Committee on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to time or any replacement thereofReserve Requirement.
Appears in 1 contract
Additional Costs. (a) The Company shall pay directly to each Bank from time to time such amounts as such Bank may determine to be necessary to compensate such Bank for any costs that such Bank determines are attributable to its making or maintaining of any Eurodollar Loans or its obligation to make any Eurodollar Loans hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any of such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional CostsADDITIONAL COSTS"), resulting from any Regulatory Change that:
(i) changes the basis of taxation of any amounts payable to such Bank under this Agreement or its Notes in respect of any of such Loans (other than taxes imposed on or measured by the overall net income of such Bank or of its Applicable Lending Office for any of such Loans by the jurisdiction in which such Bank has its principal office or such Applicable Lending Office); or
(ii) imposes or modifies any reserve, special deposit or similar requirements (other than the Reserve Requirement Credit Agreement utilized in the determination of the Eurodollar Rate for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including, without limitation, any of such Loans or any deposits referred to in the definition of "Eurodollar Base Rate" in Section 1.01 hereof), or any commitment of such Bank hereunder (including, without limitation, either of the Commitment Commitments of such BankBank hereunder); or
(iii) imposes any other condition affecting this Agreement or its Notes Note (or any of such extensions of credit or liabilities) or its CommitmentCommitments. If any Bank requests compensation from the Company under this Section 5.01(a), the Company may, by notice to such Bank (with a copy to the Agent), suspend the obligation of such Bank thereafter to make or Continue Eurodollar Loans, or to Convert Base Prime Rate Loans into Eurodollar Loans, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.03A 5.04 hereof shall be applicable), provided PROVIDED that such suspension shall not affect the right of such Bank to receive the compensation so requested.
(b) Without limiting the effect of the provisions of paragraph (a) of this Section 5.01, in the event that, by reason of any Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank that includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank that includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Bank so elects by notice to the Company (with a copy to the Administrative Agent), the obligation of such Bank to make or Continue, or to Convert Base Rate Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the Loans theretofore made by such Bank shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans in accordance with the provisions of Section 5.03A5.04 hereof shall be applicable). Credit Agreement.
(c) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Company shall pay directly to each Bank from time to time on request such amounts as such Bank may determine to be necessary to compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for any costs that it determines are attributable to the maintenance by such Bank (or any Applicable Lending Office or such bank holding company), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) of any court or governmental or monetary authority (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) heretofore or hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A)), of capital in respect of its Commitment(s) Commitment or Loans (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such Bank (or any Applicable Lending Office or such bank holding company) to a level below that which such Bank (or any Applicable Lending Office or such bank holding company) could have achieved but for such law, regulation, interpretation, directive or request). For purposes of this Section 5.01(c)) and Section 5.06 hereof, "Basel AccordBASEL ACCORD" shall mean the proposals for risk-based capital framework described by the Basel Committee on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to time or any replacement thereof.
Appears in 1 contract
Sources: Credit Agreement (Forest Oil Corp)
Additional Costs. (a) The Company Borrower shall pay directly to each the Bank from time to time on demand such amounts as such the Bank may determine to be necessary to compensate such Bank it for any increased costs that such which the Bank determines are attributable to its making or maintaining of any Eurodollar Loans LIBOR Loan, or its obligation to make Convert any Eurodollar Loans Prime Rate Loan to a LIBOR Loan hereunder, or any reduction in any amount receivable by such the Bank hereunder in respect of any of such LIBOR Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change thatwhich:
(i1) changes the basis of taxation of any amounts payable to such the Bank under this Agreement or its Notes the Amended and Restated Term Loan Note in respect of any of such LIBOR Loans (other than taxes imposed on or measured by the overall net income of such the Bank or of its Applicable Lending Office for any of such LIBOR Loans by the jurisdiction in which such the Bank has its principal office or such Applicable Lending Office); or
(ii2) (other than to the extent of the LIBOR Reserve Requirement taken into account in determining the LIBOR Rate, at the commencement of the applicable Interest Period) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirements (other than the Reserve Requirement Credit Agreement utilized in the determination of the Eurodollar Rate for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such the Bank (including, without limitation, including any of such LIBOR Loans or any deposits referred to in the definition of "Eurodollar Base LIBOR Interest Rate" in Section 1.01 hereof), or any commitment of such Bank hereunder (including, without limitation, the Commitment of such Bank); or
(iii3) imposes any other condition affecting this Agreement or its Notes the Amended and Restated Term Loan Note (or its Commitmentany of such extensions of credit or liabilities). If any the Bank requests compensation from the Company Borrower under the first paragraph of this Section 5.01(a)2.13, the Company Borrower may, by notice to such Bank (with a copy to the Agent)Bank, suspend the obligation of the Bank to Continue LIBOR Loans with respect to which such Bank thereafter to make or Continue Eurodollar Loans, compensation is requested or to Convert Base Prime Rate Loans into Eurodollar to LIBOR Loans, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.03A 2.16 hereof shall be applicable), provided that such suspension shall not affect the right of such Bank to receive the compensation so requested.
(b) . Without limiting the effect of the provisions of the first paragraph (a) of this Section 5.012.13, in the event that, by reason of any Regulatory Change, any the Bank either (i1) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or of other liabilities of such the Bank that which includes deposits by reference to which the interest rate on Eurodollar Loans LIBOR Interest Rate is determined as provided in this Agreement or a category of extensions of credit or other assets of such the Bank that which includes Eurodollar Loans loans based on the LIBOR Interest Rate or (ii2) becomes subject to restrictions on the amount of such a category of liabilities or assets that which it may hold, then, if such the Bank so elects by notice to the Company (with a copy to the Administrative Agent)Borrower, the obligation of such the Bank to make Eurodollar Continue, or to Convert Prime Rate Loans hereunder into LIBOR Loans shall be suspended until such Regulatory Change ceases to be in effect (in which case the Loans theretofore made by such Bank shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans in accordance with the provisions of Section 5.03A2.16 hereof shall be applicable). Credit Agreement
(c) Without limiting the effect of the foregoing provisions of this Section 5.01 2.13 (but without duplication), the Company Borrower shall pay directly to each the Bank from time to time on request such amounts as such the Bank may determine to be necessary to compensate such the Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for any costs that which it determines are attributable to the maintenance by such the Bank (or any Applicable Lending Office or such bank holding companyOffice), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law and whether in effect on the date of this Agreement or not failure to comply therewith would be unlawfulthereafter) of any court or governmental or monetary authority (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A)), of capital in respect of its Commitment(s) or Loans the Amended and Restated Term Loan (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such the Bank (or any Applicable Lending Office or such bank holding companyOffice) to a level below that which such the Bank (or any Applicable Lending Office or such bank holding companyOffice) could have achieved but for such law, regulation, interpretation, directive or request). For The Bank hereby agrees that it shall designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of Additional Costs and will not, in the sole discretion of the Bank, be illegal or in any way disadvantageous to the Bank. Determinations and allocations by the Bank for purposes of this Section 5.01(c)2.13 of the effect of any Regulatory Change pursuant to the first or second paragraph of this Section 2.13 or of the effect of capital maintained pursuant to the third paragraph of this Section 2.13, "Basel Accord" on its costs or rate of return of maintaining the Amended and Restated Term Loan or on amounts receivable by it in respect of the Amended and Restated Term Loan, and the amounts required to compensate the Bank under this Section 2.13, shall mean the proposals for risk-based capital framework described by the Basel Committee on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to time or any replacement thereofbe conclusive absent manifest error.
Appears in 1 contract
Additional Costs. (a) The Company Borrower shall pay directly to each Bank from time to time such amounts as such Bank may reasonably determine to be necessary to compensate such Bank it for any costs that such Bank determines are attributable to its making or maintaining of any Eurodollar Loans or its obligation to make any Eurodollar Loans hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change that:any
(i) changes the basis of taxation of any amounts payable to such Bank under this Agreement or its Notes in respect of any of such Loans (other than franchise taxes and taxes imposed on or measured by the overall net income of such Bank or of its Applicable Lending Office for any of such Loans by the United States of America or the jurisdiction in which such Bank has its principal office Principal Office or such Applicable Lending Office); or;
(ii) imposes or modifies any reserve, special deposit deposit, minimum capital, capital ratio, or similar requirements (other than the Reserve Requirement Credit Agreement utilized in the determination of the Eurodollar Rate for such Loan) requirement relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Bank (including, without limitation, including any of such Loans or any deposits referred to in the definition of "Eurodollar Base Libor Rate" in Section 1.01 SECTION 1.1 hereof), or any commitment of such Bank hereunder (including, without limitation, the Commitment of such Bank); or
(iii) imposes any other condition affecting this Agreement or its the Notes or its Commitmentany of such extensions of credit or liabilities or commitments. Each Bank will notify the Borrower (with a copy to the Agent) of any event occurring after the date of this Agreement which will entitle such Bank to compensation pursuant to this SUBSECTION 6.1(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and will designate a different Applicable Lending Office for the Loans affected by such event if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Bank, violate any law, rule, or regulation or be in any way disadvantageous to such Bank. Each Bank will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Bank for compensation under this SUBSECTION 6.1(a). If any Bank requests compensation from the Company Borrower under this Section 5.01(aSUBSECTION 6.1(a), the Company Borrower may, by notice to such Bank (with a copy to the Agent), ) suspend the obligation of such Bank thereafter to issue or participate in Letters of Credit or to make Loans subject to Libor Accounts or Continue Eurodollar Loans, Libor Accounts as Libor Accounts or to Convert Base Rate Loans Accounts into Eurodollar Loans, Libor Accounts until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.03A SECTION 6.4 hereof shall be applicableapplicable with respect to such Libor Accounts), provided that . A Bank may only request compensation under this SUBSECTION 6.1(a) (i) for Additional Cost incurred at any time after the date which is six (6) months prior to the date the Bank requests such suspension shall not affect compensation and at any time after it has notified the right Borrower it will request compensation under this SUBSECTION 6.1(a) and (ii) only if the Bank requests similar compensation from other borrowers of such Bank who have agreed to receive the compensation so requested.
(bprovisions similar to this SECTION 6.1(a) Without limiting the effect of the provisions of paragraph (a) of this Section 5.01, in the event that, by reason of any Regulatory Change, any Bank either (i) incurs Additional Costs based on and whose borrowings or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank that includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions letters of credit or other assets of such Bank that includes Eurodollar Loans or (ii) becomes are otherwise subject to restrictions on the amount of such a category of liabilities similar increases in costs or assets that it may hold, then, if such Bank so elects by notice to the Company (with a copy to the Administrative Agent), the obligation of such Bank to make Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be reductions in effect (in which case the Loans theretofore made by such Bank shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans in accordance with the provisions of Section 5.03A). Credit Agreement
(c) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Company shall pay directly to each Bank from time to time on request such amounts as such Bank may determine to be necessary to compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for any costs that it determines are attributable to the maintenance by such Bank (or any Applicable Lending Office or such bank holding company), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) of any court or governmental or monetary authority (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇received.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A)), of capital in respect of its Commitment(s) or Loans (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such Bank (or any Applicable Lending Office or such bank holding company) to a level below that which such Bank (or any Applicable Lending Office or such bank holding company) could have achieved but for such law, regulation, interpretation, directive or request). For purposes of this Section 5.01(c), "Basel Accord" shall mean the proposals for risk-based capital framework described by the Basel Committee on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to time or any replacement thereof.
Appears in 1 contract
Additional Costs. (a) The Company Borrower shall pay directly to each Bank from time to time such amounts as such Bank may reasonably determine to be necessary to compensate such Bank for any costs that such Bank determines are attributable to its agreeing to make, making or maintaining of any Eurodollar Loans, LC Loans or its obligation to make any Eurodollar Loans hereunderBA Loans, or any reduction in any amount receivable by such Bank hereunder in respect of any of such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change that:
(i) changes the basis of taxation of any amounts payable to such Bank under this Agreement or its Notes in respect of any of such Loans (other than taxes imposed on or measured by the overall net income of such Bank or of its Applicable Lending Office for any of such Loans by the jurisdiction in which such Bank has its principal office or such Applicable Lending Office); or
(ii) imposes or modifies any reserve, special deposit or similar requirements (other than after the Reserve Requirement Credit Agreement utilized in the determination of the Eurodollar Rate for such Loan) date hereof relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including, without limitation, any of such Loans or any deposits referred to in the definition of "Eurodollar Base LIBO Rate" in Section 1.01 hereof), or any commitment of such Bank hereunder (including, without limitation, the Commitment of such BankBank hereunder); or
(iii) imposes any other condition affecting this Agreement (or its Notes any of such extensions of credit or liabilities) or its Commitment. If any Bank requests compensation from the Company Borrower under this Section 5.01(a), the Company Borrower may, by notice to such Bank (with a copy to the Administrative Agent), suspend the obligation of such Bank thereafter to make or Continue Eurodollar LoansLoans of the Type with respect to which such compensation is requested, or to Convert Base Rate Loans of any other Type into Eurodollar LoansLoans of such Type, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.03A 5.04 hereof shall be applicable), provided that such suspension shall not affect the right of such Bank to receive the compensation so requested.
(b) Without limiting the effect of the provisions of paragraph (a) of this Section 5.01, in the event that, by reason of any Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank that includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank that includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Bank so elects by notice to the Company (with a copy to the Administrative Agent), the obligation of such Bank to make Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the Loans theretofore made by such Bank shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans in accordance with the provisions of Section 5.03A). Credit Agreement
(c) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Company shall pay directly to each Bank from time to time on request such amounts as such Bank may determine to be necessary to compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for any costs that it determines are attributable to the maintenance by such Bank (or any Applicable Lending Office or such bank holding company), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) of any court or governmental or monetary authority (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A)), of capital in respect of its Commitment(s) or Loans (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such Bank (or any Applicable Lending Office or such bank holding company) to a level below that which such Bank (or any Applicable Lending Office or such bank holding company) could have achieved but for such law, regulation, interpretation, directive or request). For purposes of this Section 5.01(c), "Basel Accord" shall mean the proposals for risk-based capital framework described by the Basel Committee on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to time or any replacement thereof.
Appears in 1 contract
Sources: Credit Agreement (Bowater Inc)
Additional Costs. (a) The Company If Bank shall pay directly to each Bank from time to time such amounts as such Bank may determine to be necessary to compensate such Bank for any costs that such Bank determines are attributable to its making the adoption or maintaining implementation of any Eurodollar Loans applicable Law, rule, regulation, or its obligation to make any Eurodollar Loans hereundertreaty regarding capital adequacy, or any reduction in any amount receivable by such Bank hereunder in respect of any Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change that:
(i) changes the basis of taxation of any amounts payable to such Bank under this Agreement or its Notes (other than taxes imposed on or measured by the overall net income of such Bank or of its Applicable Lending Office by the jurisdiction in which such Bank has its principal office or such Applicable Lending Office); or
(ii) imposes or modifies any reserve, special deposit or similar requirements (other than the Reserve Requirement Credit Agreement utilized in the determination of the Eurodollar Rate for such Loan) relating to any extensions of credit or other assets ofchange therein, or any deposits with or other liabilities of, such Bank (including, without limitation, any of such Loans or any deposits referred to change in the definition of "Eurodollar Base Rate" in Section 1.01 hereof)interpretation or administration thereof by any governmental authority, central bank, or any commitment of such Bank hereunder (including, without limitation, comparable agency charged with the Commitment of such Bank); or
(iii) imposes any other condition affecting this Agreement interpretation or its Notes or its Commitment. If any Bank requests compensation from the Company under this Section 5.01(a), the Company may, by notice to such Bank (with a copy to the Agent), suspend the obligation of such Bank thereafter to make or Continue Eurodollar Loansadministration thereof, or to Convert Base Rate Loans into Eurodollar Loans, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.03A hereof shall be applicable), provided that such suspension shall not affect the right of such Bank to receive the compensation so requested.
(b) Without limiting the effect of the provisions of paragraph (a) of this Section 5.01, in the event that, compliance by reason of any Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank that includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank that includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Bank so elects by notice to the Company (with a copy to the Administrative Agent), the obligation of such Bank to make Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the Loans theretofore made by such Bank shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans in accordance with the provisions of Section 5.03A). Credit Agreement
(c) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Company shall pay directly to each Bank from time to time on request such amounts as such Bank may determine to be necessary to compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for any costs that it determines are attributable to the maintenance by such Bank (or its applicable lending office) with any Applicable Lending Office request or such bank holding company), pursuant to any law or regulation or any interpretation, directive or request regarding capital adequacy (whether or not having the force of law and whether or not failure to comply therewith would be unlawfullaw) of any court such authority, central bank, or governmental comparable agency, has or monetary authority would have the effect of reducing the rate of return on capital of Bank or any person or entity controlling Bank (“Bank’s Parent”) as a consequence of its obligations hereunder to a level below that which Bank (or Bank’s Parent) could have achieved but for such adoption, change, or compliance (taking into consideration policies with respect to capital adequacy) by an amount deemed by Bank to be material, then from time to time, within five (5) days after demand by Bank, Borrower shall pay to Bank such additional amount or amounts as will compensate Bank for such reduction. Notwithstanding anything herein to the contrary, (i) following any Regulatory Change or (ii) implementing any riskthe ▇▇▇▇-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, ▇▇▇▇▇▇▇▇ ▇rules, regulations, guidelines or directives thereunder or issued in connection therewith, and (ii) and all requests, rules, guidelines or directives concerning capital adequacy promulgated by the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3Bank for International Settlements, Appendix A)), of capital in respect of its Commitment(s) or Loans (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such Bank (or any Applicable Lending Office or such bank holding company) to a level below that which such Bank (or any Applicable Lending Office or such bank holding company) could have achieved but for such law, regulation, interpretation, directive or request). For purposes of this Section 5.01(c), "Basel Accord" shall mean the proposals for risk-based capital framework described by the Basel Committee on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to time Supervision (or any replacement thereofsuccessor or similar authority) (including pursuant to Basel III) shall in each case be deemed to be a change in law for purposes of this Agreement, regardless of the date enacted, adopted or issued. A statement of Bank claiming compensation under this Section 2.5 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive absent manifest error.
(b) Borrower authorizes Bank, at its sole option, to (i) debit an Advance on or after the Closing Date (ii) debit any other Borrower account with Bank, or (iii) make demand upon Borrower, for payment of all reasonable attorneys’ fees and expenses incurred by Bank in connection with the negotiation and documentation of the Revolver Line by counsel retained by Bank, which attorney’s fees and expenses become due through the Closing Date and/or after the Closing Date.
Appears in 1 contract
Sources: Loan and Security Agreement (Siebert Financial Corp)
Additional Costs. (a) The Company Each Borrower shall pay directly to each Lender or Issuing Bank from time to time such amounts as such Lender or Issuing Bank may determine to be necessary to compensate such Lender or Issuing Bank for any costs that such Lender or Issuing Bank determines are attributable to its making or maintaining of any Eurodollar LIBO Rate Loans or Set Rate Loans or its obligation to make any Eurodollar LIBO Rate Loans hereunderhereunder or to participate in, issue or maintain any Letter of Credit, or any reduction in any amount receivable by such Bank Lender hereunder in respect of any Loans of such Loans, such Letters of Credit or such obligation (such increases in costs and reductions in amounts receivable being herein called "“Additional Costs"”), resulting from any Regulatory Change that:
(i) changes the basis of taxation of any amounts payable to such Lender or Issuing Bank under this Agreement or its Notes in respect of any of such Loans or Letters of Credit (other than taxes imposed on or measured by the overall net income of such Lender or such Issuing Bank or of its Applicable Lending Office for any of such Loans or Letters of Credit by the jurisdiction in which such Lender or Issuing Bank has its principal office or such Applicable Lending Office); or
(ii) imposes or modifies any reserve, special deposit or similar requirements (other than the Reserve Requirement Credit Agreement utilized in the determination of the Eurodollar Adjusted LIBO Rate for such Loan and Mandatory Costs utilized in the determination of the LIBO Rate for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank Lender (including, without limitation, any of such Loans or any deposits referred to in the definition of "Eurodollar Base “LIBO Rate" ” in Section 1.01 hereof1.01), or any commitment of such Bank hereunder Lender (including, without limitation, the Commitment of such BankLender hereunder); or
(iii) imposes any other condition affecting this Agreement or its Notes (or its Commitment. If any Bank requests compensation from the Company under this Section 5.01(a), the Company may, by notice to such Bank (with a copy to the Agent), suspend the obligation of such Bank thereafter to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.03A hereof shall be applicable), provided that such suspension shall not affect the right of such Bank to receive the compensation so requested.
(b) Without limiting the effect of the provisions of paragraph (a) of this Section 5.01, in the event that, by reason of any Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank that includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank that includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Bank so elects by notice to the Company (with a copy to the Administrative Agent), the obligation of such Bank to make Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the Loans theretofore made by such Bank shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans in accordance with the provisions of Section 5.03A). Credit Agreement
(c) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Company shall pay directly to each Bank from time to time on request such amounts as such Bank may determine to be necessary to compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for any costs that it determines are attributable to the maintenance by such Bank (or any Applicable Lending Office or such bank holding company), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) of any court or governmental or monetary authority (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A)), of capital in respect of its Commitment(sliabilities) or Loans (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such Bank (or any Applicable Lending Office or such bank holding company) to a level below that which such Bank (or any Applicable Lending Office or such bank holding company) could have achieved but for such law, regulation, interpretation, directive or request). For purposes of this Section 5.01(c), "Basel Accord" shall mean the proposals for risk-based capital framework described by the Basel Committee on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to time or any replacement thereofCommitment.
Appears in 1 contract
Additional Costs. (a) The Company Each Borrower shall pay directly to each Bank Lender from time to time such amounts as such Bank Lender may determine to be necessary to compensate such Bank Lender for any costs that such Bank Lender determines are attributable to its making or maintaining of any Eurodollar Fixed Rate Loans owing by such Borrower or its obligation to make to such Borrower any Eurodollar Fixed Rate Loans hereunder, or any reduction in any amount receivable by such Bank Lender hereunder in respect of any of such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any ---------------- Regulatory Change (including without limitation, the introduction of, changeover to or operation of the Euro in a Participating Member State) that:
(i) shall subject any Lender (or its Applicable Lending Office for any of such Loans) to any tax, duty or other charge in respect of such Loans or (if any) its Notes or changes the basis of taxation of any amounts payable to such Bank Lender under this Agreement or (if any) its Notes in respect of any of such Loans (other than taxes imposed excluding changes in the rate of tax on or measured by the overall net income of such Bank Lender or of its such Applicable Lending Office by the jurisdiction in which such Bank Lender has its principal office or such Applicable Lending Office); or
(ii) imposes or modifies any reserve, special deposit or similar requirements (other than the Reserve Requirement Credit Agreement utilized than, in the determination case of any Lender for any period as to which a Borrower is required to pay any amount under Section 5.01(d) hereof, the Eurodollar Rate for such Loanreserves against "Eurocurrency liabilities" under Regulation D referred to therein) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank Lender (including, without limitation, any of such Loans or any deposits referred to in the definition of "Eurodollar Fixed Base Rate" in Section 1.01 hereof), or any commitment of such Bank hereunder Lender (including, without limitation, the Commitment Commitment(s) of such BankLender hereunder); or
(iii) imposes any other condition affecting this Agreement or (if any) its Notes (or any of such extensions of credit or liabilities) or its CommitmentCommitment(s). If any Bank Lender requests compensation from the Company a Borrower under this Section 5.01(a), the Company such Borrower may, by notice to such Bank Lender (with a copy to the Administrative Agent), suspend the obligation of such Bank Lender thereafter to make or Continue Eurodollar Loans, or Eurocurrency Loans to Convert Base Rate Loans into Eurodollar Loans, such Borrower until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.03A 5.04 hereof shall be applicable), provided that such suspension shall not affect the right -------- of such Bank Lender to receive the compensation so requested.
(b) Without limiting the effect of the provisions of paragraph (a) of this Section 5.01, in the event that, by reason of any Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank that includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank that includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Bank so elects by notice to the Company (with a copy to the Administrative Agent), the obligation of such Bank to make Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the Loans theretofore made by such Bank shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans in accordance with the provisions of Section 5.03A). Credit Agreement
(c) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Company if any Lender shall pay directly to each Bank from time to time on request such amounts as such Bank may determine to be necessary to compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for any costs have determined that it determines are attributable to the maintenance by such Bank (or any Applicable Lending Office or such bank holding company), pursuant to any law or regulation or any Credit Agreement ---------------- -49- interpretation, directive or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) of any court or governmental or monetary authority authority, (i) following any Regulatory Change Change, (ii) in connection with the Euro becoming a currency in its own right in connection with EMU or (iiiii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Accord (includingBasle Accord, without limitation, has or would have the Final Risk-Based Capital Guidelines effect of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A)), of capital in respect of its Commitment(s) or Loans (such compensation to include, without limitation, an amount equal to any reduction of reducing the rate of return on assets or equity of such Bank Lender (or any Applicable Lending Office of such Lender or such any bank holding companycompany of which such Lender is a subsidiary) as a consequence of such Lender's Commitment to make or maintain Loans to a Borrower or Loans made to such Borrower to a level below that which such Bank Lender (or any Applicable Lending Office or such bank holding company) could have achieved but for such law, regulation, interpretation, directive or request), then such Borrower shall pay directly to each Lender from time to time on request such amounts as such Lender may determine to be necessary to compensate such Lender (or, without duplication, such bank holding company) for such reduction.
(c) Each Lender shall notify the relevant Borrower of any event occurring after the date hereof entitling such Lender to compensation from such Borrower under paragraph (a) or (b) of this Section 5.01 as promptly as practicable, but in any event within 45 days, after such Lender obtains actual knowledge thereof; provided that (i) if any Lender fails to give such notice -------- within 45 days after it obtains actual knowledge of such an event, such Lender shall, with respect to compensation payable by such Borrower pursuant to this Section 5.01 in respect of any costs resulting from such event, only be entitled to payment under this Section 5.01 for costs incurred from and after the date 45 days prior to the date that such Lender does give such notice and (ii) each Lender will designate a different Applicable Lending Office for the Loans of such Lender affected by such event if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, be disadvantageous to such Lender, except that such Lender shall have no obligation to designate an Applicable Lending Office located in the United States of America. For Each Lender will furnish to the relevant Borrower a certificate setting forth the basis and amount of each request by such Lender for compensation under paragraph (a) or (b) of this Section 5.01. Determinations and allocations by any Lender for purposes of this Section 5.01(c)5.01 of the effect of any Regulatory Change pursuant to paragraph (a) of this Section 5.01, or of the effect of capital maintained pursuant to paragraph (b) of this Section 5.01, on its costs or rate of return of maintaining Loans or its obligation to make Loans, or on amounts receivable by it in respect of Loans, and of the amounts required to compensate such Lender under this Section 5.01, shall be conclusive, provided that such determinations and allocations are made -------- on a reasonable basis.
(d) Without limiting the effect of the foregoing, the Applicable Borrower shall pay to each Lender on the last day of the Interest Period therefor so long as such Lender is maintaining reserves against "Basel AccordEurocurrency liabilities" shall mean under Regulation D (or, unless the proposals provisions of paragraph (b) above are applicable, so long as such Lender is, by reason of any Regulatory Change, maintaining reserves against any other category of liabilities that includes Credit Agreement ---------------- -50- deposits by reference to which the interest rate on Fixed Rate Loans is determined as provided in this Agreement or against any category of extensions of credit or other assets of such Lender that includes any Fixed Rate Loans) an additional amount (determined by such Lender and notified to such Borrower through the Administrative Agent) equal to the product of the following for risk-based capital framework described by each Fixed Rate Loan for each day during such Interest Period:
(i) the Basel Committee principal amount of such Fixed Rate Loan outstanding on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to time or any replacement thereofsuch day; and
(iii) 1/360.
Appears in 1 contract
Additional Costs. (a) The Company Borrower shall pay directly to each Bank Lender from time to time such amounts as such Bank Lender may determine to be necessary to compensate such Bank Lender for any costs that such Bank Lender determines are attributable to its making or maintaining of any Eurodollar Loans or its obligation to make any Eurodollar Loans hereunder, or any reduction in any amount receivable by such Bank Lender hereunder in respect of any of such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change that:
(i) shall subject any Lender (or its Applicable Lending Office for any of such Loans) to any tax, duty or other charge in respect of such Loans or its Notes or changes the basis of taxation of any amounts payable to such Bank Lender under this Agreement or its Notes in respect of any of such Loans (other than taxes imposed excluding changes in the rate of tax on or measured by the overall net income of such Bank Lender or of its such Applicable Lending Office by the jurisdiction in which such Bank Lender has its principal office or such Applicable Lending Office); or
(ii) imposes or modifies any reserve, special deposit or similar requirements (other than the Reserve Requirement Credit Agreement utilized used in the determination of the Eurodollar Rate for any Interest Period for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank Lender (including, without limitation, any of such Loans or any deposits referred to in the definition of "Eurodollar Base Rate" in Section 1.01 hereof1.01), or any commitment of such Bank hereunder Lender (including, without limitation, the Commitment Commitments of such BankLender hereunder); or
(iii) imposes any other condition affecting this Agreement or its Notes (or any of such extensions of credit or liabilities) or its CommitmentCommitments. If any Bank Lender requests compensation from the Company Borrower under this Section 5.01(a)paragraph, the Company Borrower may, by notice to such Bank Lender (with a copy to the Administrative Agent), suspend the obligation of such Bank Lender thereafter to make or Continue Eurodollar Loans, or to Convert Base Rate Loans of any other Type into Eurodollar Loans, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.03A hereof 5.04 shall be applicable), provided that such suspension shall not affect the right of such Bank Lender to receive the compensation so requested.
(b) Without limiting the effect of the provisions of paragraph (a) of this Section 5.01, in the event that, by reason of any Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank that includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank that includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Bank so elects by notice to the Company (with a copy to the Administrative Agent), the obligation of such Bank to make Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the Loans theretofore made by such Bank shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans in accordance with the provisions of Section 5.03A). Credit Agreement
(c) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Company Borrower shall pay directly to each Bank Lender from time to time on request such amounts as such Bank Lender may reasonably determine to be necessary to compensate such Bank Lender (or, without duplication, the bank holding company of which such Bank Lender is a subsidiary) for any costs that it reasonably determines are reasonably directly attributable to the maintenance by such Bank Lender (or any Applicable Lending Office or such bank holding company), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) of any court or governmental or monetary authority (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A))Basle Accord, of capital in respect of its Commitment(s) Commitments or Loans (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such Bank Lender (or any Applicable Lending Office or such bank holding company) to a level below that which such Bank Lender (or any Applicable Lending Office or such bank holding company) could have reasonably certainly achieved but for such law, regulation, interpretation, directive or request).
(c) Each Lender shall notify the Borrower of any event occurring after the date hereof entitling such Lender to compensation under paragraph (a) or (b) of this Section 5.01 as promptly as practicable, but in any event within 45 days, after such Lender obtains actual knowledge thereof; provided that (i) if any Lender fails to give such notice within 45 days after it obtains actual knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.01 in respect of any costs resulting from such event, only be entitled to payment under this Section 5.01 for costs incurred from and after the date 45 days prior to the date that such Lender does give such notice and (ii) each Lender will designate a different Applicable Lending Office for the Loans of such Lender affected by such event if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, be disadvantageous to such Lender, except that such Lender shall have no obligation to designate an Applicable Lending Office located in the United States of America. For Each Lender will furnish to the Borrower a certificate setting forth the basis and amount of each request by such Lender for compensation under paragraph (a) or (b) of this Section 5.01. Determinations and allocations by any Lender for purposes of this Section 5.01(c)5.01 of the effect of any Regulatory Change pursuant to paragraph (a) of this Section 5.01, "Basel Accord" or of the effect of capital maintained pursuant to paragraph (b) of this Section 5.01, on its costs or rate of return of maintaining Loans or its obligation to make Loans, or on amounts receivable by it in respect of Loans, and of the amounts required to compensate such Lender under this Section 5.01, shall mean the proposals for risk-based capital framework described by the Basel Committee be conclusive, provided that such determinations and allocations are made on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to time or any replacement thereofa reasonable basis.
Appears in 1 contract
Sources: Credit Agreement (International Telecommunication Data Systems Inc)
Additional Costs. (a) The Company Each Borrower shall pay directly to each Bank Lender from time to time such amounts as such Bank Lender may determine to be necessary to compensate such Bank Lender for any costs that such Bank Lender determines are attributable to its making or maintaining of any Eurodollar Fixed Rate Loans owing by such Borrower or its obligation to make to such Borrower any Eurodollar Fixed Rate Loans hereunder, or any reduction in any amount receivable by such Bank Lender hereunder in respect of any of such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change that:
(i) shall subject any Lender (or its Applicable Lending Office for any of such Loans) to any tax, duty or other charge in respect of such Loans or its Notes or changes the basis of taxation of any amounts payable to such Bank Lender under this Agreement or its Notes in respect of any of such Loans (other than taxes imposed excluding changes in the rate of tax on or measured by the overall net income of such Bank Lender or of its such Applicable Lending Office by the jurisdiction in which such Bank Lender has its principal office or such Applicable Lending Office); or
(ii) imposes or modifies any reserve, special deposit or similar requirements (other than the Reserve Requirement Credit Agreement utilized than, in the determination case of any Lender for any period as to which a Borrower is required to pay any amount under Section 5.01(d) hereof, the Eurodollar Rate for such Loanreserves against "Eurocurrency liabilities" under Regulation D referred to therein) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank Lender (including, without limitation, any of such Loans or any deposits referred to in the definition of "Eurodollar Fixed Base Rate" in Section 1.01 hereof), or any commitment of such Bank hereunder Lender (including, without limitation, the Commitment Commitment(s) of such BankLender hereunder); or
(iii) imposes any other condition affecting this Agreement or its Notes (or any of such extensions of credit or liabilities) or its CommitmentCommitment(s). If any Bank requests compensation from the Company under this Section 5.01(a), the Company may, by notice to such Bank (with a copy to the Agent), suspend the obligation of such Bank thereafter to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.03A 5.04 hereof shall be applicable), provided that such suspension shall not affect the right of such Bank Lender to receive the compensation so requested.
(b) Without limiting the effect of the provisions of paragraph (a) of this Section 5.01, in the event that, by reason of any Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank that includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank that includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Bank so elects by notice to the Company (with a copy to the Administrative Agent), the obligation of such Bank to make Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the Loans theretofore made by such Bank shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans in accordance with the provisions of Section 5.03A). Credit Agreement
(c) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Company if any Lender shall pay directly to each Bank from time to time on request such amounts as such Bank may determine to be necessary to compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for any costs have determined that it determines are attributable to the maintenance by such Bank (or any Applicable Lending Office or such bank holding company), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) of any court or governmental or monetary authority authority, (i) following any Regulatory Change Change, (ii) in connection with the "Euro" (or some other similar unit of account) becoming a currency in its own right in connection with European monetary union contemplated by the Maastricht Treaty or (iiiii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Accord (includingBasle Accord, without limitation, has or would have the Final Risk-Based Capital Guidelines effect of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A)), of capital in respect of its Commitment(s) or Loans (such compensation to include, without limitation, an amount equal to any reduction of reducing the rate of return on assets or equity of such Bank Lender (or any Applicable Lending Office of such Lender or such any bank holding companycompany of which such Lender is a subsidiary) as a consequence of such Lender's Commitment to make or maintain Loans to a Borrower or Loans made to such Borrower to a level below that which such Bank Lender (or any Applicable Lending Office or such bank holding company) could have achieved but for such law, regulation, interpretation, directive or request), then such Borrower shall pay directly to each Lender from time to time on request such amounts as such Lender may determine to be necessary to compensate such Lender (or, without duplication, such bank holding company) for such reduction.
(c) Each Lender shall notify the relevant Borrower of any event occurring after the date hereof entitling such Lender to compensation from such Borrower under paragraph (a) or (b) of this Section 5.01 as promptly as practicable, but in any event within 45 days, after such Lender obtains actual knowledge thereof; provided that (i) if any Lender fails to give such notice within 45 days after it obtains actual knowledge of such an event, such Lender shall, with respect to compensation payable by such Borrower pursuant to this Section 5.01 in respect of any costs resulting from such event, only be entitled to payment under this Section 5.01 for costs incurred from and after the date 45 days prior to the date that such Lender does give such notice and (ii) each Lender will designate a different Applicable Lending Office for the Loans of such Lender affected by such event if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, be disadvantageous to such Lender, except that such Lender shall have no obligation to designate an Applicable Lending Office located in the United States of America. For Each Lender will furnish to the relevant Borrower a certificate setting forth the basis and amount of each request by such Lender for compensation under paragraph (a) or (b) of this Section 5.01. Determinations and allocations by any Lender for purposes of this Section 5.01(c)5.01 of the effect of any Regulatory Change pursuant to paragraph (a) of this Section 5.01, or of the effect of capital maintained pursuant to paragraph (b) of this Section 5.01, on its costs or rate of return of maintaining Loans or its obligation to make Loans, or on amounts receivable by it in respect of Loans, and of the amounts required to 52 -48- compensate such Lender under this Section 5.01, shall be conclusive, provided that such determinations and allocations are made on a reasonable basis.
(d) Without limiting the effect of the foregoing, the Applicable Borrower shall pay to each Lender on the last day of the Interest Period therefor so long as such Lender is maintaining reserves against "Basel AccordEurocurrency liabilities" shall mean under Regulation D (or, unless the proposals provisions of paragraph (b) above are applicable, so long as such Lender is, by reason of any Regulatory Change, maintaining reserves against any other category of liabilities that includes deposits by reference to which the interest rate on Fixed Rate Loans is determined as provided in this Agreement or against any category of extensions of credit or other assets of such Lender that includes any Fixed Rate Loans) an additional amount (determined by such Lender and notified to such Borrower through the Administrative Agent) equal to the product of the following for risk-based capital framework described by each Fixed Rate Loan for each day during such Interest Period:
(i) the Basel Committee principal amount of such Fixed Rate Loan outstanding on Banking Regulations such day; and
(ii) the remainder of (x) a fraction the numerator of which is the rate (expressed as a decimal) at which interest accrues on such Fixed Rate Loan for such Interest Period as provided in this Agreement (less the Applicable Margin) and Supervisory Practices in its paper entitled "International Convergence the denominator of Capital Measurement and Capital Standards" dated July 1988, which is one minus the effective rate (expressed as amended, modified and supplemented and in effect from time to time or any replacement thereofa decimal) at which such reserve requirements are imposed on such Lender on such day minus (y) such numerator; and
(iii) 1/360.
Appears in 1 contract
Additional Costs. (a) The Company Borrowers (jointly and severally) shall pay directly to each Bank from time to time such amounts as such Bank may determine to be necessary to compensate such Bank for any costs that such Bank determines are attributable to its making or maintaining of any Eurodollar Loans or its obligation to make any Eurodollar Loans hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any of such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change that:
(i) changes the basis of taxation of any amounts payable to such Bank under this Agreement or its Notes in respect of any of such Loans (other than taxes imposed on or measured by the overall net income of such Bank or of its Applicable Lending Office for any of such Loans by the jurisdiction in which such Bank has its principal office or such Applicable Lending Office); or
(ii) imposes or modifies any reserve, special deposit or similar requirements (other than the Reserve Requirement Credit Agreement utilized in the determination of the Eurodollar Rate for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including, without limitation, any of such Loans or any deposits referred to in the definition of "Eurodollar Base Rate" in Section 1.01 hereof), or any commitment of such Bank hereunder (including, without limitation, either of the Commitment Commitments of such BankBank hereunder); or
(iii) imposes any other condition affecting this Agreement or its Notes Note (or any of such extensions of credit or liabilities) or its CommitmentCommitments. If any Bank requests compensation from the Company Borrowers under this Section 5.01(a), the Company may, by notice to such Bank (with a copy to the Agent), suspend the obligation of such Bank thereafter to make or Continue Eurodollar Loans, or to Convert Base Prime Rate Loans into Eurodollar Loans, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.03A 5.04 hereof shall be applicable), provided that such suspension shall not affect the right of such Bank to receive the compensation so requested.
(b) Without limiting the effect of the provisions of paragraph (a) of this Section 5.01, in the event that, by reason of any Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank that includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank that includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Bank so elects by notice to the Company (with a copy to the Administrative Agent), the obligation of such Bank to make or Continue, or to Convert Base Rate Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the Loans theretofore made by such Bank shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans in accordance with the provisions of Section 5.03A5.04 hereof shall be applicable). Credit Agreement.
(c) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Company Borrowers (jointly and severally) shall pay directly to each Bank from time to time on request such amounts as such Bank may determine to be necessary to compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for any costs that it determines are attributable to the maintenance by such Bank (or any Applicable Lending Office or such bank holding company), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) of any court or governmental or monetary authority (i) following any Regulatory Change or (ii) implementing imple ▇▇▇▇▇▇▇ any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) heretofore or hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A)), of capital in respect of its Commitment(s) Commitment or Loans (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such Bank (or any Applicable Lending Office or such bank holding company) to a level below that which such Bank (or any Applicable Lending Office or such bank holding company) could have achieved but for such law, regulation, interpretation, directive or request). For purposes of this Section 5.01(c), "Basel Accord" shall mean the proposals for risk-based capital framework described by the Basel Committee on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to time or any replacement thereof.any
Appears in 1 contract
Sources: Credit Agreement (Forest Oil Corp)
Additional Costs. (a) The Company Borrower shall pay directly to each Bank Bank, from time to time time, on demand of any such Bank, such amounts as such Bank may reasonably determine in good faith to be necessary to compensate such Bank it for any costs that such which Bank reasonably determines are attributable to its making or maintaining of any Eurodollar Loans or its obligation to make any Eurodollar Loans Revolving Credit Loan hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any such Revolving Credit Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change that:
after the date of this Agreement which: (i) changes the basis of taxation of any amounts payable to such Bank under this Agreement or its Notes Revolving Credit Note in respect of any such obligations (other than taxes imposed on or measured by the overall net income of such Bank or for any of its Applicable Lending Office such obligations by the jurisdiction in which such Bank has its principal office Principal Office or such Applicable Lending OfficeOffice or franchise taxes imposed in lieu of income taxes); or
or (ii) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirements (other than the Reserve Requirement Credit Agreement utilized in the determination of the Eurodollar Rate for such Loan) relating to any extensions of credit for similar types of loans as the Revolving Credit Loans or other assets of, or any deposits with or other liabilities of, such Bank (including, without limitation, including any of such Revolving Credit Loans or any deposits referred to in the definition definitions of "Eurodollar Base Rate" in Section 1.01 hereof), or any commitment of such Bank hereunder (including, without limitation, the Commitment of such BankLIBOR Loans"); or
or (iii) imposes any other condition affecting this Agreement Agreement, or its Notes Revolving Credit Note (or its Commitment. If any Bank requests compensation from the Company under this Section 5.01(a), the Company may, by notice to such Bank (with a copy to the Agent), suspend the obligation of such extensions of credit or liabilities) and such Bank's obligations with respect thereto. Each Bank thereafter to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until will notify the Regulatory Change giving rise to such request ceases to be in effect (in Agent and the Borrower of any event occurring after the date of this Agreement which case the provisions of Section 5.03A hereof shall be applicable), provided that such suspension shall not affect the right of will entitle such Bank to receive compensation pursuant to this Section 4.2(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. Notwithstanding anything herein to the compensation so requestedcontrary, no provision of this Section 4.2(a) shall be deemed to require the Borrower to make any payment of any amount to the extent that such payment would duplicate any payment made by the Borrower pursuant to Section 3.7 hereof.
(b) Without limiting the effect of the foregoing provisions of paragraph (a) of this Section 5.014.2, in the event that, by reason of any Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank that which includes deposits by reference to which the interest rate on Eurodollar LIBOR Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank that which includes Eurodollar LIBOR Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that which it and similar banks may hold, then, if such Bank so elects by notice to the Company (with a copy to the Administrative Agent)Borrower, the obligation of such Bank to make Eurodollar LIBOR Loans hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (in which case the Loans theretofore made by such Bank shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans in accordance with the provisions of Section 5.03A4.5 shall be applicable). Credit Agreement.
(c) Without limiting the effect of the foregoing provisions of this Section 5.01 4.2 (but without duplication), the Company Borrower shall pay directly to each Bank from time to time on request such amounts as such Bank may reasonably determine to be necessary to fairly compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for any actual costs that which it reasonably determines in good faith are attributable to the maintenance by such Bank (it or any Applicable Lending Office or such bank holding company), of its Affiliates pursuant to any law or regulation of any jurisdiction or any interpretation, directive or request (whether or not having the force of law and whether in effect on the date of this Agreement or not failure to comply therewith would be unlawfulthereafter) of any court or governmental or monetary authority (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A))authority, of capital in respect of its Commitment(s) Revolving Credit Loans or Loans other obligations hereunder (such compensation to include, without limitation, an amount equal to any reduction of the rate of in return on assets or equity of such Bank (or any Applicable Lending Office or such bank holding company) to a level below that which such Bank (or any Applicable Lending Office or such bank holding company) it could have achieved but for such law, regulation, interpretation, directive or request). For purposes of Each Bank will notify the Agent and the Borrower if it is entitled to compensation pursuant to this Section 5.01(c4.2(c) as promptly as practicable after it determines to request such compensation.
(d) A statement of any Bank setting forth such amount or amounts, supported by calculations in reasonable detail, as shall be necessary to compensate such Bank as specified in paragraphs (a), "Basel Accord" (b) and (c) above shall mean be delivered to the proposals for risk-based capital framework described by Borrower and shall be conclusive absent demonstrable error. The Borrower shall pay each such Bank the Basel Committee amount shown as due on Banking Regulations any such statement within ten (10) days after its receipt of the same.
(e) Any Bank claiming any additional amounts payable pursuant to this Section 4.2 agrees to use reasonable efforts (consistent with legal and Supervisory Practices regulatory restrictions) to designate a different Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, any such additional amounts and would not, in its paper entitled "International Convergence the reasonable judgment of Capital Measurement and Capital Standards" dated July 1988such Bank, as amended, modified and supplemented and in effect from time be otherwise disadvantageous to time or any replacement thereofsuch Bank.
Appears in 1 contract
Additional Costs. (a) The Company Each Borrower shall pay directly to each Bank from time to time such amounts as such Bank may reasonably determine to be necessary to compensate such Bank for any costs that such Bank determines are attributable to its making or maintaining of any Eurodollar Fixed Rate Loans or its obligation to make any Eurodollar Fixed Rate Loans to such Borrower hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any of such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change that:
(i) changes the basis of taxation of any amounts payable to such Bank under this Agreement or its Notes in respect of any of such Loans (other than taxes imposed on or measured by the overall net income of such Bank or of its Applicable Lending Office for any of such Loans by the jurisdiction in which such Bank has its principal office or such Applicable Lending Office); oror Five-Year Credit Agreement
(ii) imposes or modifies any reserve, special deposit or similar requirements (other than the Reserve Requirement Credit Agreement utilized in the determination of the Eurodollar Fixed Base Rate for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including, without limitation, any of such Loans or any deposits referred to in the definition of "Eurodollar Fixed Base Rate" in Section 1.01 hereof), or any commitment of such Bank hereunder (including, without limitation, the Commitment of such BankBank hereunder); or
(iii) imposes any other condition affecting this Agreement (or its Notes any of such extensions of credit or liabilities) or its Commitment. If any Bank requests compensation from the Company a Borrower under this Section 5.01(a), the Company may, by notice to such Bank (with a copy to the Administrative Agent), suspend the obligation of such Bank thereafter to make or Continue Eurodollar LoansLoans of the Type with respect to which such compensation is requested, or to Convert Base Rate Loans of any other Type into Eurodollar LoansLoans of such Type, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.03A 5.04 hereof shall be applicable), provided that such suspension shall not affect the right of such Bank to receive the compensation so requested.
(b) Without limiting the effect of the provisions of paragraph (a) of this Section 5.01, in the event that, by reason of any Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank that includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank that includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Bank so elects by notice to the Company (with a copy to the Administrative Agent), the obligation of such Bank to make Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the Loans theretofore made by such Bank shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans in accordance with the provisions of Section 5.03A). Credit Agreement
(c) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Company shall pay directly to each Bank from time to time on request such amounts as such Bank may determine to be necessary to compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for any costs that it determines are attributable to the maintenance by such Bank (or any Applicable Lending Office or such bank holding company), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) of any court or governmental or monetary authority (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A)), of capital in respect of its Commitment(s) or Loans (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such Bank (or any Applicable Lending Office or such bank holding company) to a level below that which such Bank (or any Applicable Lending Office or such bank holding company) could have achieved but for such law, regulation, interpretation, directive or request). For purposes of this Section 5.01(c), "Basel Accord" shall mean the proposals for risk-based capital framework described by the Basel Committee on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to time or any replacement thereof.
Appears in 1 contract
Sources: Credit Agreement (Bowater Inc)
Additional Costs. (a) The Company shall Borrowers agree, jointly and severally, to pay directly to each Bank from time to time such amounts as such Bank may reasonably determine to be necessary to compensate such Bank it for any costs that incurred by such Bank which such Bank determines are attributable to its making or maintaining of any Eurodollar Loans subject to Libor Accounts or Letters of Credit hereunder or its obligation to make any Eurodollar of such Loans hereunderhereunder or issue or participate in any Letter of Credit, or any reduction in any amount receivable by such Bank hereunder in respect of any such Loans or Letters of Credit or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional CostsADDITIONAL COSTS"), resulting from any Regulatory Change thatwhich:
(i) changes the basis of taxation of any amounts payable to such Bank under this Agreement or its Notes in respect of any of such Loans (other than franchise taxes and other taxes or charges imposed on or measured by the overall net income or profit of such Bank or of its Applicable Lending Office for any of such Loans by the United States of America or the jurisdiction in which such Bank has its principal office Principal Office or such Applicable Lending Office); or;
(ii) imposes or modifies any reserve, special deposit deposit, minimum capital, capital ratio, or similar requirements (other than the Reserve Requirement Credit Agreement utilized in the determination of the Eurodollar Rate for such Loan) requirement relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Bank (including, without limitation, including any of such Loans or any deposits referred to in the definition of "Eurodollar Base Libor Rate" in Section 1.01 hereof), or SECTION 1.1 hereof but excluding any commitment of such Bank hereunder (including, without limitation, Reserve Requirement already taken into account in calculating the Commitment of such BankAdjusted Libor Rate); or
(iii) imposes any other condition affecting this Agreement or its the Notes or its Commitmentany of such extensions of credit or liabilities or commitments. Each Bank will notify Parent (with a copy to the Agent) of any event occurring after the date of this Agreement which will entitle such Bank to compensation pursuant to this SUBSECTION 5.1(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and will designate a different Applicable Lending Office for the Loans affected by such event if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Bank, violate any law, rule, or regulation or be in any way disadvantageous to such Bank. Each Bank will furnish Parent with a certificate setting forth the basis and the amount of each request of such Bank for compensation under this SUBSECTION 5.1(a). If any Bank requests compensation from the Company Borrowers under this Section 5.01(aSUBSECTION 5.1(a), the Company Parent may, by notice to such Bank (with a copy to the Agent), ) suspend the obligation of such Bank thereafter to issue or participate in Letters of Credit or to make Loans subject to Libor Accounts or Continue Eurodollar Loans, Libor Accounts as Libor Accounts or to Convert Base Rate Loans Accounts into Eurodollar Loans, Libor Accounts until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.03A SECTION 5.4 hereof shall be applicableapplicable with respect to such Libor Accounts), provided that . A Bank may only request compensation under this SUBSECTION 5.1(a) for Additional Costs which it incurred at any time after the date six (6) months prior to the date the Bank requests such suspension shall not affect the right of such Bank to receive the compensation so requestedcompensation.
(b) Without limiting the effect of the foregoing provisions of paragraph (a) of this Section 5.01SECTION 5.1, in the event that, by reason of any Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank that which includes deposits by reference to which the interest rate on Eurodollar the Loans subject to Libor Accounts is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank that which includes Eurodollar Loans subject to Libor Accounts or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that which it may hold, then, if such Bank so elects by notice to the Company Parent (with a copy to the Administrative Agent), the obligation of such Bank to make Eurodollar Loans subject to Libor Accounts or Continue Libor Accounts as Libor Accounts or Convert Base Rate Accounts into Libor Accounts hereunder shall be suspended until such the Regulatory Change giving rise to such request ceases to be in effect (in which case the Loans theretofore made by such Bank shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans in accordance with the provisions of Section 5.03ASECTION 5.4 hereof shall be applicable). Credit Agreement.
(c) Without limiting Determinations and allocations by any Bank for purposes of this SECTION 5.1 of the effect of any Regulatory Change on its costs of maintaining its obligation to make Loans or issue or participate in Letters of Credit or of making or maintaining Loans or issuing or participating in Letters of Credit or on amounts receivable by it in respect of Loans or Letters of Credit, and of the foregoing provisions of this Section 5.01 (but without duplication), the Company shall pay directly to each Bank from time to time on request such additional amounts as such Bank may determine to be necessary required to compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for any costs that it determines are attributable to the maintenance by such Bank (or any Applicable Lending Office or such bank holding company), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) of any court or governmental or monetary authority (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A)), of capital in respect of its Commitment(s) or Loans (any Additional Costs, shall, absent manifest error, constitute prima facie evidence of the accuracy thereof, provided that such compensation determinations and allocations are made on a reasonable basis. Additionally, each Bank shall, upon request by Parent, take requested measures to include, without limitation, an amount equal mitigate the Additional Costs which the Borrowers are required to pay to any reduction of Bank if such measures can, in the rate of return on assets or equity sole and absolute opinion of such Bank (or any Applicable Lending Office or such bank holding company) to a level below that which be taken without such Bank suffering any economic, legal, regulatory or other disadvantage (or any Applicable Lending Office or provided, however, that no such bank holding company) could have achieved but for such law, regulation, interpretation, directive or requestBank shall be required to designate a funding office that is not located in the United States of America). For purposes of this Section 5.01(c), "Basel Accord" shall mean the proposals for risk-based capital framework described by the Basel Committee on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to time or any replacement thereof.
Appears in 1 contract
Additional Costs. If any present or future applicable law (a) The Company shall pay directly to each Bank "Applicable Law"), which expression as used herein includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time such amounts as such hereafter made upon or otherwise issued to the Bank may determine to be necessary to compensate such Bank for by any costs that such Bank determines are attributable to its making or maintaining of any Eurodollar Loans or its obligation to make any Eurodollar Loans hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change that:
(i) changes the basis of taxation of any amounts payable to such Bank under this Agreement or its Notes (other than taxes imposed on or measured by the overall net income of such Bank or of its Applicable Lending Office by the jurisdiction in which such Bank has its principal office or such Applicable Lending Office); or
(ii) imposes or modifies any reserve, special deposit or similar requirements (other than the Reserve Requirement Credit Agreement utilized in the determination of the Eurodollar Rate for such Loan) relating to any extensions of credit central bank or other assets offiscal, or any deposits with monetary or other liabilities of, such Bank (including, without limitation, any of such Loans or any deposits referred to in the definition of "Eurodollar Base Rate" in Section 1.01 hereof), or any commitment of such Bank hereunder (including, without limitation, the Commitment of such Bank); or
(iii) imposes any other condition affecting this Agreement or its Notes or its Commitment. If any Bank requests compensation from the Company under this Section 5.01(a), the Company may, by notice to such Bank (with a copy to the Agent), suspend the obligation of such Bank thereafter to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.03A hereof shall be applicable), provided that such suspension shall not affect the right of such Bank to receive the compensation so requested.
(b) Without limiting the effect of the provisions of paragraph (a) of this Section 5.01, in the event that, by reason of any Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank that includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank that includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Bank so elects by notice to the Company (with a copy to the Administrative Agent), the obligation of such Bank to make Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the Loans theretofore made by such Bank shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans in accordance with the provisions of Section 5.03A). Credit Agreement
(c) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Company shall pay directly to each Bank from time to time on request such amounts as such Bank may determine to be necessary to compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for any costs that it determines are attributable to the maintenance by such Bank (or any Applicable Lending Office or such bank holding company), pursuant to any law or regulation or any interpretation, directive or request authority (whether or not having the force of law and law), including without limitation any change according to a prescribed schedule of increasing requirements, whether or not failure known or in effect as of the date hereof, shall with respect to comply therewith would be unlawful) the Term Note, the Revolving Credit or undertakings of any court or governmental or monetary authority the Bank under this Agreement
(i) following subject the Bank to any Regulatory Change tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement or undertakings of the Bank hereunder or the payment to the Bank of any amounts due to it hereunder,
(ii) implementing any risk-based capital guideline or other requirement (whether or not having materially change the force basis of law and whether or not taxation of payments to the failure to comply therewith would be unlawful) hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Accord (including, without limitation, the Final Risk-Based Capital Guidelines Bank of the Board principal of Governors of or interest on any amounts payable to the Federal Reserve System Bank hereunder,
(12 C.F.R. Part 208iii) impose or increase or render applicable any special or supplemental deposit or reserve or similar requirements or assessment against assets held by, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇or deposits in or for the account of, ▇▇▇▇▇▇▇▇ ▇) and or any liabilities of, or loans by the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A)), of capital Bank in respect of its Commitment(sthe transactions contemplated herein,
(iv) impose on the Bank any other condition or Loans (such compensation requirement with respect to includethis Agreement, without limitationthe Revolving Credit, an amount equal to the Term Note or loans or advances thereunder; and if the result of any reduction of the rate foregoing is
(A) to increase the cost to the Bank of return on assets making, funding or equity of such Bank (maintaining all or any Applicable Lending Office part of the Revolving Credit, the Term Note or such bank holding companyadvances or loans,
(B) to a level below that reduce the amount of principal, interest or other amount payable to the Bank hereunder, or
(C) to require the Bank to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Bank from the Borrowers hereunder, then, and in each such case not otherwise provided for hereunder, the Borrowers will upon demand promptly following the Bank's notice pertaining to such matters accompanied by calculations thereof in reasonable detail, pay to the Bank (or any Applicable Lending Office or such bank holding company) could have achieved but additional amounts as will be sufficient to compensate it for such lawadditional cost, regulationreduction, interpretation, directive payment or request). For purposes foregone interest or other sum; provided that the foregoing provisions of this Section 5.01(c)sentence shall not apply in the case of any additional cost, "Basel Accord" shall mean reduction, payment or foregone interest or other sum resulting from any taxes charged upon or by reference to the proposals for risk-based capital framework described by overall net income, profits or gains of the Basel Committee on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to time or any replacement thereofBank.
Appears in 1 contract
Sources: Credit Agreement (Bailey Corp)
Additional Costs. (a) The Company shall pay directly to each Bank from time to time on request pursuant to paragraph (d) of this 3.01 such amounts as such Bank may determine to be necessary to compensate such Bank it for any costs that which such Bank determines are attributable to its making or maintaining of any Eurodollar Fixed Rate Loans or its obligation to make any Eurodollar Fixed Rate Loans hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any of such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change thatwhich:
(i) changes the basis of taxation of any amounts payable to such Bank under this Agreement or its Notes in respect of any of such Loans (other than taxes imposed on or measured by the overall net income of such Bank or of its Applicable Lending Office for any of such Loans by the jurisdiction in which such Bank has its principal office or such Applicable Lending Office); or
(ii) imposes or modifies any reserve, special deposit or similar requirements (other than the Reserve Requirement Credit Agreement utilized in the determination case of any Bank for any period as to which the Eurodollar Rate for such LoanCompany is required to pay any amount under paragraph (e) below, the reserves against "Eurocurrency liabilities" under Regulation D therein referred to) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including, without limitation, including any of such Loans or any deposits referred to in the definition of "Eurodollar Fixed Base Rate" in Section 1.01 Schedule 1 hereof), or any commitment of such Bank hereunder (including, without limitation, including the Commitment of such BankBank hereunder); or
(iii) imposes any other condition affecting this Agreement or its Notes (or any of such extensions of credit or liabilities) or its Commitment. If any Bank requests compensation from the Company under this Section 5.01(a3.01(a), the Company may, by notice to such Bank (with a copy to the AgentChase), suspend the obligation of such Bank thereafter to make or Continue Eurodollar Loans, or additional Loans of the type with respect to Convert Base Rate Loans into Eurodollar Loans, which such compensation is requested (in which case the provisions of 3.04 hereof shall be applicable) until either (A) the Regulatory Change giving rise to such request ceases to be in effect or (in which case the provisions of Section 5.03A hereof shall be applicable), provided that such suspension shall not affect the right of B) such Bank gives notice to receive the compensation so requestedCompany that it will no longer require the Company to pay Additional Costs arising from such Regulatory Change.
(b) Without limiting the effect of the provisions of paragraph (a) of this Section 5.013.01, in the event that, by reason of any Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank that which includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank that which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that which it may hold, then, if such Bank so elects by notice to the Company (with a copy to the Administrative AgentChase), the obligation of such Bank to make Eurodollar additional Loans of such type hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the Loans theretofore made by such Bank shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans in accordance with the provisions of Section 5.03A3.04 hereof shall be applicable). Credit Agreement.
(c) Without limiting the effect of the foregoing provisions of this Section 5.01 3.01 (but without duplication), the Company shall pay directly to each Bank from time to time on request pursuant to paragraph (d) of this 3.01 such amounts as such Bank may determine to be necessary to compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for any costs that which it determines are attributable to the maintenance by such Bank (or any Applicable Lending Office or such bank holding companyOffice), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawfullaw) of any court or governmental or monetary authority (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) heretofore or hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Basle Accord (including, without limitation, the Final Risk-Risk Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. CFR Part 208, Appendix A; ▇▇ ▇.▇.▇. ▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. CFR Part 3, Appendix A)), of capital in respect of its Commitment(s) Commitment or Loans (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such Bank (or any Applicable Lending Office or such bank holding companyOffice) to a level below that which such Bank (or any Applicable Lending Office or such bank holding companyOffice) could have achieved but for such law, regulation, interpretation, directive or request). For purposes of this Section 5.01(c3.01(c), "Basel Basle Accord" shall mean the proposals for risk-based capital framework described by the Basel Basle Committee on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to time or any replacement thereof.
Appears in 1 contract
Sources: Credit Agreement (Sonat Inc)
Additional Costs. (a) The Company Borrower shall pay directly to each Bank from time to time on demand such amounts as such Bank may determine to be necessary to compensate such Bank it for any costs that which such Bank reasonably determines are attributable to its making or maintaining any Fixed Rate Loans under this Agreement or any of any Eurodollar its Notes with respect to Fixed Rate Loans or its obligation to make any Eurodollar such Loans hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change that:
which: (i) changes the basis of taxation of any amounts payable to such Bank under this Agreement or its any of such Notes in respect of any of such Loans (other than taxes imposed on or measured by the overall net income of such Bank or of its Applicable Lending Office for any of such Loans by the jurisdiction in which such Bank has its principal office or such Applicable Lending Office); or
or (ii) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirements (other than the Reserve Requirement Credit Agreement utilized in the determination of the Eurodollar Rate for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including, without limitation, including any of such Loans or any deposits referred to in the definition of "Eurodollar Fixed Base Rate" in Section 1.01 hereof), or any commitment of such Bank hereunder (including, without limitation, the Commitment of such Bank1.01); or
or (iii) imposes any other condition affecting this Agreement or its any of such Notes (or its Commitmentany of such extensions of credit or liabilities). Each Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Bank to compensation pursuant to this Section 3.01(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. If any Bank requests compensation from the Company Borrower under this Section 5.01(a3.01(a), or under Section 3.01(c), the Company Borrower may, by notice to such Bank (with a copy to the Agent), suspend the obligation of such Bank thereafter to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.03A hereof shall be applicable), provided require that such suspension shall not affect Bank's Loans of the right of type with respect to which such Bank to receive the compensation so requestedis requested be converted in accordance with Section 3.04.
(b) Without limiting the effect of the foregoing provisions of paragraph (a) of this Section 5.013.01, in the event that, by reason of any Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank that which includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank that which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that which it may hold, then, if such Bank so elects by notice to the Company Borrower (with a copy to the Administrative Agent), the obligation of such Bank to make Eurodollar or renew, and to convert Loans of any other type into, Loans of such type hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (in which case the and all Loans theretofore made of such type held by such Bank then outstanding shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans be converted in accordance with the provisions of Section 5.03A3.04). Credit Agreement.
(c) Without limiting the effect of the foregoing provisions of this Section 5.01 3.01 (but without duplication), the Company Borrower shall pay directly to each Bank from time to time on request such amounts as such Bank may reasonably determine to be necessary to compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for any costs that which it determines are attributable to the maintenance by such Bank (it or any Applicable Lending Office or such bank holding company), of its affiliates pursuant to any law or regulation of any jurisdiction or any interpretation, directive or request (whether or not having the force of law and whether in effect on the date of this Agreement or not failure to comply therewith would be unlawfulthereafter) of any court or governmental or monetary authority (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A)), of capital in respect of its Commitment(s) Loans hereunder or its obligation to make Loans hereunder (such compensation to include, without limitation, an amount equal to any reduction of the rate of in return on assets or equity of such Bank (or any Applicable Lending Office or such bank holding company) to a level below that which such Bank (or any Applicable Lending Office or such bank holding company) it could have achieved but for such law, regulation, interpretation, directive or request). For Each Bank will notify the Borrower if it is entitled to compensation pursuant to this Section 3.01(c) as promptly as practicable after it determines to request such compensation.
(d) Determinations and allocations by a Bank for purposes of this Section 5.01(c3.01 of the effect of any Regulatory Change pursuant to subsections (a) or (b), "Basel Accord" or of the effect of capital maintained pursuant to subsection (c), on its costs of making or maintaining Loans or its obligation to make Loans, or on amounts receivable by, or the rate of return to, it in respect of Loans or such obligation, and of the additional amounts required to compensate such Bank under this Section 3.01, shall mean the proposals for risk-based capital framework described by the Basel Committee be conclusive, provided that such determinations and allocations are made on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to time or any replacement thereofa reasonable basis.
Appears in 1 contract
Additional Costs. (a) The Subject to paragraph (b) of this Section 2.14, the Company shall pay directly to each the Bank, upon demand by the Bank from time to time such amounts as such the Bank may reasonably determine to be necessary to compensate such Bank it for any costs incurred by the Bank that such the Bank determines are attributable to its making or maintaining of any Eurodollar Loans LIBOR Credit Advances hereunder or its obligation to make any Eurodollar Loans of such LIBOR Credit Advances hereunder, or any reduction in any amount receivable by such the Bank hereunder in respect of any Loans of such LIBOR Credit Advances or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), in each case resulting from any Regulatory Change thatwhich:
(i) changes the basis of taxation of any amounts payable to such the Bank under this Agreement or its Notes the Note in respect of any of such LIBOR Credit Advances (other than changes which affect taxes measured by or imposed on or measured by the overall net income of such the Bank or its lending office for any of its Applicable Lending Office such LIBOR Credit Advances by the jurisdiction in which such the Bank has its principal office Principal Office or such Applicable Lending Officelending office); or
(ii) imposes or modifies any reserve, special deposit or similar requirements (other than the Reserve Requirement Credit Agreement utilized in the determination of the Eurodollar Rate for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such the Bank (including, without limitation, including any of such Loans Credit Advances or any deposits referred to in the definition of "Eurodollar LIBOR Base Rate" in Section 1.01 1.1 hereof), other than any such reserve or any commitment other requirement with respect to LIBOR Credit Advances that are reflected in the definition of such Bank hereunder (including, without limitation, the Commitment of such Bank)"LIBOR Rate" in Section 1.1 hereof; or
(iii) imposes any other condition affecting this Agreement (or its Notes or its Commitment. If any Bank requests compensation from the Company under this Section 5.01(a), the Company may, by notice to such Bank (with a copy to the Agent), suspend the obligation of such Bank thereafter to make extensions of credit or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.03A hereof shall be applicableliabilities), provided that such suspension shall not affect the right of such Bank to receive the compensation so requested.
(b) Without limiting the effect of the provisions of Notwithstanding paragraph (a) above, the Company shall be liable for the payment of this Section 5.01, in the event that, by reason of any Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank that includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank that includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Bank so elects by notice only to the extent that such Additional Costs accrue following the commencement of the first Interest Period which commences following the date that the Bank notifies the Company (with a copy to of an event entitling the Administrative Agent), the obligation of such Bank to make Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect compensation under paragraph (in which case the Loans theretofore made by such Bank shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans in accordance with the provisions of Section 5.03A). Credit Agreementa) above.
(c) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication)When making a claim for Additional Costs, the Company Bank shall pay directly to each Bank from time to time on request such amounts as such Bank may determine to be necessary to compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for any costs that it determines are attributable furnish to the maintenance Company a certificate setting forth in reasonable detail the basis and and amount of each request by such the Bank (or any Applicable Lending Office or such bank holding company), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) of any court or governmental or monetary authority (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A)), of capital in respect of its Commitment(s) or Loans (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such Bank (or any Applicable Lending Office or such bank holding company) to a level below that which such Bank (or any Applicable Lending Office or such bank holding company) could have achieved but for such law, regulation, interpretation, directive or request)compensation. For Determinations and allocations by the Bank for purposes of this Section 5.01(c)of the effect of any Regulatory Change on its costs of maintaining LIBOR Credit Advances or on amounts receivable by it in respect of LIBOR Credit Advances, "Basel Accord" and of the Additional Amounts required to compensate the Bank under this Section 2.14, shall mean the proposals for risk-based capital framework described by the Basel Committee be conclusive absent manifest error,provided that such determinations and allocations are made on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to time or any replacement thereofa reasonable basis.
Appears in 1 contract
Sources: Credit Agreement (Designs Inc)
Additional Costs. (a) The Company shall pay directly to each Bank from time to time such amounts as such Bank may determine to be necessary to compensate such Bank for In case any costs that such Bank determines are attributable to its making change in any law, regulation, ---------------- treaty or maintaining official directive or the interpretation or application thereof by any court or any governmental authority charged with the administration thereof or the compliance with any guideline or request of any Eurodollar Loans or its obligation to make any Eurodollar Loans hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change that:
(i) changes the basis of taxation of any amounts payable to such Bank under this Agreement or its Notes (other than taxes imposed on or measured by the overall net income of such Bank or of its Applicable Lending Office by the jurisdiction in which such Bank has its principal office or such Applicable Lending Office); or
(ii) imposes or modifies any reserve, special deposit or similar requirements (other than the Reserve Requirement Credit Agreement utilized in the determination of the Eurodollar Rate for such Loan) relating to any extensions of credit central bank or other assets of, or any deposits with or other liabilities of, such Bank (including, without limitation, any of such Loans or any deposits referred to in the definition of "Eurodollar Base Rate" in Section 1.01 hereof), or any commitment of such Bank hereunder (including, without limitation, the Commitment of such Bank); or
(iii) imposes any other condition affecting this Agreement or its Notes or its Commitment. If any Bank requests compensation from the Company under this Section 5.01(a), the Company may, by notice to such Bank (with a copy to the Agent), suspend the obligation of such Bank thereafter to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.03A hereof shall be applicable), provided that such suspension shall not affect the right of such Bank to receive the compensation so requested.
(b) Without limiting the effect of the provisions of paragraph (a) of this Section 5.01, in the event that, by reason of any Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank that includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank that includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Bank so elects by notice to the Company (with a copy to the Administrative Agent), the obligation of such Bank to make Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the Loans theretofore made by such Bank shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans in accordance with the provisions of Section 5.03A). Credit Agreement
(c) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Company shall pay directly to each Bank from time to time on request such amounts as such Bank may determine to be necessary to compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for any costs that it determines are attributable to the maintenance by such Bank (or any Applicable Lending Office or such bank holding company), pursuant to any law or regulation or any interpretation, directive or request governmental authority (whether or not having the force of law law), in each case after the date of this Agreement:
(a) subjects Bank to any tax with respect to payments of principal or interest or any other amounts payable hereunder by Borrower or otherwise with respect to the transactions contemplated hereby (except for taxes on the overall net income of Bank imposed by the United States of America or any political subdivision thereof);
(b) imposes, modifies or deems applicable any deposit insurance, reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of, or loans by, Bank; or
(c) imposes upon Bank any other condition with respect to its performance under this Agreement, and whether or not failure to comply therewith would be unlawful) the result of any court or governmental or monetary authority (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board foregoing is to increase the cost to Bank, reduce the income receivable by Bank or impose any expense upon Bank with respect to any loans, Bank shall notify Borrower thereof. Borrower shall have the option to pay off all amounts due under this Agreement or to pay to Bank the amount of Governors such increase in cost, reduction in income or additional expense as and when such cost, reduction or expense is incurred or determined, upon presentation by Bank of a statement of the Federal Reserve System (12 C.F.R. Part 208amount and setting forth Bank's calculation thereof, Appendix A; ▇▇ ▇.▇.▇all in reasonable detail, which statement shall be deemed true and correct absent manifest error. ▇▇▇▇ ▇▇▇Notwithstanding anything to the contrary contained in this Section 2.6, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A)), of capital in respect of its Commitment(s) Borrower shall not be obligated to indemnify or Loans (such compensation to include, without limitation, an amount equal to reimburse Bank for any reduction of the in Bank's rate of return on assets its capital as a consequence of Bank's obligations hereunder which arose or equity was incurred during or is otherwise attributable to any period of such time more than 180 days prior to the date on which Bank (delivered its written statement for indemnification or any Applicable Lending Office or such bank holding company) to a level below that which such Bank (or any Applicable Lending Office or such bank holding company) could have achieved but reimbursement for such law, regulation, interpretation, directive or request). For purposes of this Section 5.01(c), "Basel Accord" shall mean the proposals for risk-based capital framework described by the Basel Committee on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to time or any replacement thereofreduction.
Appears in 1 contract
Additional Costs. (ai) The Company Borrower shall pay directly to each Bank from time to time such amounts as such Bank may determine to be necessary to compensate such Bank it for any costs that incurred by such Bank which such Bank determines are attributable to its making or maintaining of any Eurodollar LIBOR Loans or its obligation to make any Eurodollar Loans hereunder, Total Commitment hereunder or any reduction in any amount receivable by such Bank hereunder in respect of any of such Loans or such obligation Total Commitments (such increases in costs and reductions in amounts receivable being herein called "Additional CostsADDITIONAL COSTS"), resulting from any Regulatory Change that:
which: (i) changes the basis of taxation of any amounts payable to such Bank under this Agreement or its Notes Note in respect of any of such Loans (other than taxes imposed on or measured by the overall net income of such Bank or of its Applicable Lending Office for any of such Loans by the jurisdiction in which such Bank has its principal office or such Applicable Lending Office); or
or (ii) imposes or modifies any reserve, special deposit or similar requirements (other than the Reserve Requirement Credit Agreement utilized in the determination of the Eurodollar Rate for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including, without limitation, any of such Loans or including any deposits referred to in the definition of "Eurodollar Base LIBOR Rate" in Section 1.01 Article 1 hereof), ; or any commitment of such Bank hereunder (including, without limitation, the Commitment of such Bank); or
(iii) imposes any other condition conditions affecting this Agreement or its Notes or its Commitmentin respect of the LIBOR Loans. If Each Bank will notify the Borrower and the Agent of any event occurring after the date of this Agreement which will entitle such Bank requests to compensation pursuant to this Section 2.20 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. Each Bank will furnish the Borrower and the Agent with a certificate setting forth the basis and amount of each request for such Bank for compensation from the Company Borrower under this Section 5.01(a), the Company 2.20. The Borrower may, by notice to such Bank (with a copy to the Agent), suspend require that such Bank's Loans of the obligation of type with respect to which such Bank thereafter to make compensation is requested be converted into Prime Rate Loans or Continue Eurodollar LIBOR Loans, or to Convert Base Rate Loans into Eurodollar Loansas the case may be, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.03A hereof shall be applicable), provided that such suspension shall not affect the right of such Bank to receive the compensation so requestedaccordance with Sections 2.8 and 2.23 hereof.
(bii) Without limiting the effect of the foregoing provisions of paragraph (a) of this Section 5.012.20, in the event that, by reason of any Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank that which includes deposits by reference to which the interest rate on Eurodollar LIBOR Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank that which includes Eurodollar LIBOR Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that which it may hold, then, if such Bank so elects by notice to the Company Borrower (with a copy to the Administrative Agent), the obligation of such Bank to make Eurodollar make, and to convert Loans of any other type into, Loans of such type hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (in which case the and all Loans theretofore made by of such type of such Bank then outstanding shall bear interest at be converted into Prime Rate Loans or LIBOR Loans, as the Base Rate from the last day of the then current Interest Period for such Loans case may be, in accordance with the provisions of Section 5.03A2.8 and 2.23 hereof). Credit Agreement.
(cb) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Company shall pay directly to each Bank from time to time on request such amounts as such Bank may determine to be necessary to compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for If any costs that it determines are attributable to the maintenance by such Bank (existing or any Applicable Lending Office or such bank holding company), pursuant to any future law or regulation or the interpretation thereof by any interpretationcourt or administrative or governmental authority charged with the administration thereof, or compliance by any Bank with any request or directive or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawfullaw) of any court such authority, either imposes, modifies, deems applicable or governmental results in the application of, any capital maintenance, capital ratio or monetary authority (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other similar requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued against loan commitments made by any government Bank and the result thereof is to impose upon such Bank or governmental or supervisory authority implementing at the national level the Basel Accord (including, without limitation, the Final Risk-Based Capital Guidelines increase any capital requirement applicable as a result of the Board making or maintenance of Governors such Bank's Total Commitment (which imposition of or increase in capital requirements may be determined by the Bank's reasonable allocation of the Federal Reserve System (12 C.F.R. Part 208aggregate of such capital impositions or increases) then, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A)), of capital in respect of its Commitment(s) or Loans (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of upon demand by such Bank (a copy of which demand shall be delivered to the Agent), the Borrower shall immediately pay to the Bank from time to time specified by the Bank, such additional fees as shall be sufficient to compensate the Bank for such imposition of or any Applicable Lending Office or increase in capital requirements. Such Bank will furnish the Borrower and the Agent with a certificate setting forth the basis and amount of each request by such bank holding company) Bank for compensation from the Borrower under this Section 2.20. The Borrower may, by notice to a level below that which such Bank (with a copy to the Agent), require that such Bank's Loans of the type with respect to which such compensation is requested be converted into Prime Rate Loans or LIBOR Loans, as the case may be, in accordance with Section 2.8 and 2.23 hereof.
(c) Determinations by any Applicable Lending Office or such bank holding company) could have achieved but Bank for such law, regulation, interpretation, directive or request). For purposes of this Section 5.01(c)2.20 of the effect of any Regulatory Change on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, "Basel Accord" and of the additional amounts required to compensate such Bank in respect of any Additional Costs, shall mean the proposals for risk-based capital framework described by the Basel Committee on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988be conclusive, as amended, modified and supplemented and in effect from time to time or any replacement thereofabsent manifest error.
Appears in 1 contract
Sources: Loan Agreement (National Consumer Cooperative Bank /Dc/)
Additional Costs. In addition to, and not in limitation of the immediately preceding subsection (a) The Company ), the Borrower shall promptly pay directly to each Bank the Administrative Agent for the account of a Lender from time to time such amounts as such Bank Lender may determine to be necessary to compensate such Bank Lender for any costs incurred by such Lender that such Bank it reasonably determines are attributable to its making making, maintaining, continuing or maintaining converting of any Eurodollar SOFR Loans or its obligation to make any Eurodollar SOFR Loans hereunder, or any reduction in any amount receivable by such Bank hereunder Lender under this Agreement or any of the other Loan Documents in respect of any of such SOFR Loans or such obligation or the maintenance by such Lender of capital in respect of its SOFR Loans or its Commitments (such increases in costs and reductions in amounts receivable being herein called "“Additional Costs"”), resulting from any Regulatory Change that:
: (i) changes the basis of taxation of any amounts payable to such Bank Lender under this Agreement or any of the other Loan Documents in respect of any of such SOFR Loans or its Notes Commitments (other than taxes imposed on or measured by Indemnified Taxes, Taxes described in clauses (b) through (d) of the overall net income definition of such Bank or of its Applicable Lending Office by the jurisdiction in which such Bank has its principal office or such Applicable Lending OfficeExcluded Taxes and Connection Income Taxes); or
or (ii) imposes or modifies any reserve, special deposit deposit, compulsory loan, insurance charge or similar requirements (other than the Reserve Requirement Credit Agreement utilized in the determination Regulation D of the Eurodollar Rate Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on SOFR Loans is determined to the extent utilized when determining Daily Simple SOFR or Term SOFR, as applicable, for such LoanLoans) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (includingor other credit extended by, without limitation, any of such Loans or any deposits referred to in the definition other acquisition of "Eurodollar Base Rate" in Section 1.01 hereoffunds by such Lender (or its parent corporation), or any commitment of such Bank hereunder Lender (including, without limitation, the Commitment Commitments of such Bank); or
Lender hereunder) or (iii) imposes on any Lender or the London interbank market any other condition condition, cost or expense (other than Taxes) affecting this Agreement or its Notes or its Commitment. If any Bank requests compensation from the Company under this Section 5.01(a), the Company may, by notice to such Bank (with a copy to the Agent), suspend the obligation of such Bank thereafter to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.03A hereof shall be applicable), provided that such suspension shall not affect the right of such Bank to receive the compensation so requested.
(b) Without limiting the effect of the provisions of paragraph (a) of this Section 5.01, in the event that, by reason of any Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank that includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank that includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Bank so elects by notice to the Company (with a copy to the Administrative Agent), the obligation of such Bank to make Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the Loans theretofore made by such Bank shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans in accordance with the provisions of Section 5.03A). Credit Agreement
(c) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Company shall pay directly to each Bank from time to time on request such amounts as such Bank may determine to be necessary to compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for any costs that it determines are attributable to the maintenance by such Bank (or any Applicable Lending Office or such bank holding company), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) of any court or governmental or monetary authority (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇Lender.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A)), of capital in respect of its Commitment(s) or Loans (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such Bank (or any Applicable Lending Office or such bank holding company) to a level below that which such Bank (or any Applicable Lending Office or such bank holding company) could have achieved but for such law, regulation, interpretation, directive or request). For purposes of this Section 5.01(c), "Basel Accord" shall mean the proposals for risk-based capital framework described by the Basel Committee on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to time or any replacement thereof.
Appears in 1 contract
Additional Costs. (a) The Company shall pay directly to each In the event that compliance by any Bank from time to time such amounts as such Bank may determine to be necessary to compensate such Bank for with any costs that such Bank determines are attributable to its making future request or maintaining directive (whether or not having the force of any Eurodollar Loans law) made or its obligation to make any Eurodollar Loans hereunder, issued after the date hereof or any reduction in any amount receivable by such Bank hereunder in respect of any Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change that:
(including for the purposes of this Section 2.15, any law, rule, regulation or guidelines adopted at any time, whether or not such law, rule, regulation or guidelines was in effect on or prior to the date hereof, pursuant to or arising out of the June 2004 Report of the Basel Committee on Banking Supervision entitled “International Convergence of Capital Measurement and Capital Standards: A Revised Framework” and any amendments thereto or other or subsequent report of the Basel Committee) shall (i) changes change the basis of taxation of any amounts payable to such Bank under this Agreement or its the Notes in respect of any Loans (other than taxes imposed on or measured by the overall net income of such Bank for any such Loans by the United States of America or of its Applicable Lending Office by the jurisdiction in which such Bank has its principal office or such Applicable in which its Lending OfficeOffice is located); or
(ii) imposes impose or modifies modify any reserve, Federal Deposit Insurance Corporation premium or assessment, special deposit or similar requirements (other than the Reserve Requirement Credit Agreement utilized in the determination of the Eurodollar Rate for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including, without limitation, any of such Loans Bank; or any deposits referred to in the definition of "Eurodollar Base Rate" in Section 1.01 hereof), or any commitment of such Bank hereunder (including, without limitation, the Commitment of such Bank); or
(iii) imposes impose any other condition conditions affecting this Agreement or its the Notes in respect of Loans (or any of such extensions of credit, assets, deposits or liabilities); and the result of any event referred to in clause (i), (ii) or (iii) above shall be to increase such Bank’s costs of making or maintaining any Loans or its Commitment. If , or to reduce any amount receivable by such Bank requests compensation from the Company under this Section 5.01(ahereunder in respect of any Loans or its Commitment (such increases in costs and reductions in amounts receivable are hereinafter referred to as “Additional Costs”), then the Company may, by notice Borrower shall pay to such Bank (with a copy from time to the Agent)time as specified by such Bank, suspend the obligation of additional commitment fees or other amounts which shall be sufficient to compensate such Bank thereafter to make or Continue Eurodollar Loansfor such Additional Costs, or to Convert Base Rate Loans into Eurodollar Loanstogether with interest on each such amount which is not paid within thirty (30) days after demand by such Bank, until payable at the Regulatory Change giving rise Post-Default Rate, but not for a period prior to such request ceases to be in effect demand of more than forty-five (in which case the provisions of Section 5.03A hereof shall be applicable), provided that such suspension shall not affect the right of such Bank to receive the compensation so requested45) days.
(b) Without limiting Each Bank agrees that it will use reasonable commercial efforts to notify the effect of the provisions of paragraph (a) of this Section 5.01, in the event that, by reason Borrower of any Regulatory Change, any event of which it has knowledge that will entitle such Bank either to receive a payment in respect of an Additional Cost and to deliver a certificate of a responsible officer of such Bank setting forth (i) incurs Additional Costs based on or measured by the excess above a specified level of Regulatory Change that is the amount of a category of deposits or other liabilities of such Bank that includes deposits by reference to which basis for the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank that includes Eurodollar Loans or claim, (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Bank so elects by notice to the Company (with a copy to the Administrative Agent), the obligation of such Bank to make Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the Loans theretofore made by such Bank shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans in accordance with the provisions of Section 5.03A). Credit Agreement
(c) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Company shall pay directly to each Bank from time to time on request such amounts as such Bank may determine to be necessary to compensate such Bank for such Additional Cost and (or, without duplication, iii) reasonable detail of the bank holding company calculations of which the amount necessary to compensate such Bank is for such Additional Cost. All determinations, estimates, assumptions, allocations, and the like required for the determination of such amount or amounts shall be made by each Bank, in good faith, but a subsidiary) for Bank’s judgment thereon shall be conclusive and binding upon Borrower absent manifest error or willful misconduct. Any failure by any costs that it determines are attributable to the maintenance by such Bank (or any Applicable Lending Office or such bank holding company), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) of any court or governmental or monetary authority (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement (whether or with this subparagraph shall not having relieve the force of law and whether or not Borrower from its obligations under the failure to comply therewith would be unlawful) hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇Loan Documents.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A)), of capital in respect of its Commitment(s) or Loans (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such Bank (or any Applicable Lending Office or such bank holding company) to a level below that which such Bank (or any Applicable Lending Office or such bank holding company) could have achieved but for such law, regulation, interpretation, directive or request). For purposes of this Section 5.01(c), "Basel Accord" shall mean the proposals for risk-based capital framework described by the Basel Committee on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to time or any replacement thereof.
Appears in 1 contract
Additional Costs. (a) The Company shall pay directly to each Bank Lender from time to time such amounts as such Bank Lender may determine to be necessary to compensate such Bank Lender for any costs that such Bank Lender determines are attributable to its making or maintaining of any Eurodollar Loans or its obligation to make any Eurodollar Loans hereunder, hereunder or any reduction in any amount receivable by such Bank Lender hereunder in respect of any of such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional CostsADDITIONAL COSTS"), resulting from any Regulatory Change that:
(i) shall subject any Lender (or its Applicable Lending Office for any of such Loans) to any tax, duty or other charge in respect of such Loans or its Notes or changes the basis of taxation of any amounts payable to such Bank Lender under this Agreement or its Notes in respect of any of such Loans (other than taxes imposed excluding changes in the rate of tax on or measured by the overall net income of such Bank Lender or of its Applicable Lending Office by the jurisdiction in which such Bank Lender is organized or has its principal office or such in which its Applicable Lending OfficeOffice is organized or located or, in each case, any political subdivision or taxing authority thereof or therein); or
(ii) imposes or modifies any reserve, special deposit or similar requirements (other than the Reserve Requirement Credit Agreement utilized in the determination of the Eurodollar Rate for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank Lender (including, without limitation, any of such Loans or any deposits referred to in the definition definitions of "Eurodollar Base Rate" in Section 1.01 hereof), or any commitment of such Bank hereunder Lender (including, without limitation, the Commitment Commitments of such BankLender hereunder); or
(iii) imposes any other condition affecting this Agreement or its Notes (or any of such extensions of credit or liabilities) or its CommitmentCommitments. If any Bank Lender requests compensation from the Company under this Section 5.01(a), the Company may, by notice to such Bank Lender (with a copy to the Agent), suspend the obligation of such Bank Lender thereafter to make or Continue Eurodollar Loans, to Convert Loans of another Type into Eurodollar Loans or to Convert Base Rate Eurodollar Loans into Eurodollar Loans, Loans of another Type until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.03A 5.04 hereof shall be applicable), provided PROVIDED that such suspension shall not affect the right of such Bank Lender to receive the compensation so requested.
(b) Without limiting the effect of the provisions of paragraph (a) of this Section 5.01, in the event that, by reason of any Regulatory Change, any Bank either Lender (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank Lender that includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank Lender that includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, hold then, if such Bank Lender so elects by notice to the Company (with a copy to the Administrative Agent), the obligation of such Bank Lender to make or Continue, or to Convert Loans of another type into, Eurodollar Loans Loans, hereunder (as the case may be) shall be suspended until any such Regulatory Change ceases to be in effect (in which case the Loans theretofore made by such Bank shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans in accordance with the provisions of Section 5.03A5.04 hereof shall be applicable). Credit Agreement.
(c) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Company shall pay directly to each Bank Lender from time to time on request such amounts as such Bank Lender may determine to be necessary to compensate such Bank Lender (or, without duplication, the bank holding company of which such Bank Lender is a subsidiary) for any costs that it determines are attributable to the maintenance by such Bank Lender (or any Applicable Lending Office or such bank holding company), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) of any court or governmental or monetary authority (i) following any Regulatory Change or (ii) hereafter implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) heretofore or hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Basle Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A)), of capital in respect of its Commitment(s) Commitments or Loans (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such Bank Lender (or any Applicable Lending Office or such bank holding company) to a level below that which such Bank Lender (or any Applicable Lending Office or such bank holding company) could have achieved but for such law, regulation, interpretation, directive or request). For purposes of this Section 5.01(c)) and Section 5.08 hereof, "Basel AccordBASLE ACCORD" shall mean the proposals for risk-based capital framework described by the Basel Basle Committee on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to time or any replacement thereof.
Appears in 1 contract
Sources: Credit Agreement (Suiza Foods Corp)
Additional Costs. (a) The Company Each Borrower shall pay directly to each Bank Lender from time to time such amounts as such Bank Lender may determine to be necessary to compensate such Bank Lender for any costs that such Bank Lender determines are attributable to its making or maintaining of any Eurodollar Loans or its obligation to make any Eurodollar Loans hereunder, or any reduction in any amount receivable by such Bank Lender hereunder in respect of any of such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs")obligation, resulting from any Regulatory Change that:
(i) shall subject any Lender (or its Applicable Lending Office for any of such Loans) to any tax, duty or other charge in respect of such Loans or its Notes or changes the basis of taxation of any amounts payable to such Bank Lender under this Agreement or its Notes in respect of any of such Loans (other than taxes imposed excluding changes in the rate of tax on or measured by the overall net income of such Bank Lender or of its such Applicable Lending Office by the jurisdiction in which such Bank Lender has its principal office or such Applicable Lending Office); or
(ii) imposes or modifies any reserve, special deposit or similar requirements (other than the Reserve Requirement Credit Agreement ---------------- utilized in the determination of the Eurodollar Rate for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank Lender (including, without limitation, any of such Loans or any deposits referred to in the definition of "Eurodollar Base Rate" in Section 1.01 hereof), or any commitment of such Bank hereunder Lender (including, without limitation, the Commitment Commitments of such BankLender hereunder); or
(iii) imposes any other condition affecting this Agreement or its Notes (or any of such extensions of credit or liabilities) or its CommitmentCommitments. If any Bank Lender requests compensation from the Company a Borrower under this Section 5.01(a), the Company such Borrower may, by notice to such Bank Lender through the Parent (with a copy to the Administrative Agent), suspend the obligation of such Bank Lender thereafter to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.03A 5.04 hereof shall be applicable), provided PROVIDED that such suspension shall not affect the right of such Bank Lender to receive the compensation so requested.
(b) Without limiting the effect of the provisions of paragraph (a) of this Section 5.01, in the event that, by reason of any Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank that includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank that includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Bank so elects by notice to the Company (with a copy to the Administrative Agent), the obligation of such Bank to make Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the Loans theretofore made by such Bank shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans in accordance with the provisions of Section 5.03A). Credit Agreement
(c) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Company each Borrower shall pay directly to each Bank Lender from time to time on request such amounts as such Bank Lender may determine to be necessary to compensate such Bank Lender (or, without duplication, the bank holding company of which such Bank Lender is a subsidiary) for any costs that it determines are attributable to the maintenance by such Bank Lender (or any Applicable Lending Office or such bank holding company), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) of any court or governmental or monetary authority (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement (whether or not Credit Agreement ---------------- having the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A))Basle Accord, of capital in respect of its Commitment(s) Commitments or Loans (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such Bank Lender (or any Applicable Lending Office or such bank holding company) to a level below that which such Bank Lender (or any Applicable Lending Office or such bank holding company) could have achieved but for such law, regulation, interpretation, directive or request).
(c) Each Lender shall notify the Borrowers of any event occurring after the date hereof entitling such Lender to compensation under paragraph (a) or (b) of this Section 5.01 as promptly as practicable, but in any event within 180 days, after such Lender obtains actual knowledge thereof; PROVIDED that (i) if any Lender fails to give such notice within 180 days after it obtains actual knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.01 in respect of any costs resulting from such event, only be entitled to payment under this Section 5.01 for costs incurred from and after the date 180 days prior to the date that such Lender does give such notice and (ii) each Lender will designate a different Applicable Lending Office for the Loans of such Lender affected by such event if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, be disadvantageous to such Lender, except that such Lender shall have no obligation to designate an Applicable Lending Office located in the United States of America. For Each Lender will furnish to the relevant Borrower a certificate setting forth in reasonable detail the basis and amount of each request by such Lender for compensation under paragraph (a) or (b) of this Section 5.01. Determinations and allocations by any Lender for purposes of this Section 5.01(c)5.01 of the effect of any Regulatory Change pursuant to paragraph (a) of this Section 5.01, "Basel Accord" or of the effect of capital maintained pursuant to paragraph (b) of this Section 5.01, on its costs or Credit Agreement ---------------- rate of return of maintaining Loans or its obligation to make Loans, or on amounts receivable by it in respect of Loans, and of the amounts required to compensate such Lender under this Section 5.01, shall mean be conclusive, PROVIDED that such determinations and allocations are made on a reasonable basis and consistent with the proposals for risk-based capital framework described methodology generally applied by the Basel Committee on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to time or any replacement thereofsuch Lender.
Appears in 1 contract
Additional Costs. (a) The Company shall pay directly to each Bank from time to time such amounts as such Bank may determine to be necessary to compensate such Bank for any costs that such Bank determines are attributable to its making or maintaining of any Eurodollar Loans or its obligation to make any Eurodollar Loans hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any of such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional CostsADDITIONAL COSTS"), resulting from any Regulatory Change that:
(i) changes the basis of taxation of any amounts payable to such Bank under this Agreement or its Notes in respect of any of such Loans (other than taxes imposed on or measured by the overall net income of such Bank or of its Applicable Lending Office for any of such Loans by the jurisdiction in which such Bank has its principal office or such Applicable Lending Office); or
(ii) imposes or modifies any reserve, special deposit or similar requirements (other than the Reserve Requirement Credit Agreement utilized in the determination of the Eurodollar Rate for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including, without limitation, any of such Loans or any deposits referred to in the definition of "Eurodollar Base Rate" in Section 1.01 hereof), or any commitment of such Bank hereunder (including, without limitation, either of the Commitment Commitments of such BankBank hereunder); or
(iii) imposes any other condition affecting this Agreement or its Notes Note (or any of such extensions of credit or liabilities) or its CommitmentCommitments. If any Bank requests compensation from the Company under this Section 5.01(a), the Company may, by notice to such Bank (with a copy to the Agent), suspend the obligation of such Bank thereafter to make or Continue Eurodollar Loans, or to Convert Base Prime Rate Loans into Eurodollar Loans, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.03A 5.04 hereof shall be applicable), provided PROVIDED that such suspension shall not affect the right of such Bank to receive the compensation so requested.
(b) Without limiting the effect of the provisions of paragraph (a) of this Section 5.01, in the event that, by reason of any Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank that includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank that includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Bank so elects by notice to the Company (with a copy to the Administrative Agent), the obligation of such Bank to make Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the Loans theretofore made by such Bank shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans in accordance with the provisions of Section 5.03A). Credit Agreement
(c) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Company shall pay directly to each Bank from time to time on request such amounts as such Bank may determine to be necessary to compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for any costs that it determines are attributable to the maintenance by such Bank (or any Applicable Lending Office or such bank holding company), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) of any court or governmental or monetary authority (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A)), of capital in respect of its Commitment(s) or Loans (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such Bank (or any Applicable Lending Office or such bank holding company) to a level below that which such Bank (or any Applicable Lending Office or such bank holding company) could have achieved but for such law, regulation, interpretation, directive or request). For purposes of this Section 5.01(c), "Basel Accord" shall mean the proposals for risk-based capital framework described by the Basel Committee on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to time or any replacement thereof.
Appears in 1 contract
Sources: Credit Agreement (Forest Oil Corp)
Additional Costs. (a) The Subject to Section 13.6, the Company shall pay directly to the Paying Agent, on demand for the account of each Bank from time to time such amounts as such Bank may determine to be necessary to compensate such Bank it for any costs that incurred by such Bank which such Bank determines are attributable to its making or maintaining of any Eurodollar Loans Loan or any Bankers' Acceptance hereunder or its obligation to make any Eurodollar Loans such Loan hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any of such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), in each case resulting from any Regulatory Change thatwhich:
(i) subjects such Bank (or makes it apparent that such Bank is subject) to any tax, levy, impost, duty, charge or fee (collectively, "Taxes"), or any deduction or withholding for any Taxes on or from the payment due in respect of any Bankers' Acceptance or under any Eurodollar Loan or other amounts due hereunder, other than income and franchise taxes of the jurisdiction (or any subdivision thereof) in which such Bank has an office or its Applicable Lending Office; or
(ii) changes the basis of taxation of any amounts payable to such Bank under this Agreement or its Notes in respect of any of such Loans or in respect of Bankers' Acceptances (other than changes which affect taxes measured by or imposed on or measured by the overall net income or franchise taxes of such Bank or of its Applicable Lending Office for any of such Loans by the jurisdiction (or any subdivision thereof) in which such Bank has its principal an office or such Applicable Lending Office); or
(iiiii) imposes or modifies or increases or deems applicable any reserve, special deposit or similar requirements (other than including, without limitation, any such requirement imposed by the Reserve Requirement Credit Agreement utilized in the determination Office of the Eurodollar Rate for such LoanSuperintendent of Financial Institutions Canada) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank or loans made by such Bank, or Bankers' Acceptances accepted by such Bank or against any other funds, obligations or other property owned or held by such Bank (including, without limitation, including any of such Loans or or, where applicable, any deposits referred to in the definition of "Eurodollar Base Rate" in Section 1.01 hereof), 1.1 hereof or any commitment Bankers' Acceptances) and such Bank actually incurs such additional costs. Each Bank (if so requested by the Company through the Administrative Agent) will designate a different available Applicable Lending Office for the Eurodollar Loans or the Bankers' Acceptances of such Bank hereunder (includingor take such other action as the Company may request if such designation or action will avoid the need for, without limitationor reduce the amount of, such compensation and will not, in the Commitment sole opinion of such Bank); or
(iii) imposes any other condition affecting this Agreement or its Notes or its Commitment. If any Bank requests compensation from the Company under this Section 5.01(a), the Company may, by notice be disadvantageous to such Bank (with a copy to the Agent), suspend the obligation of such Bank thereafter to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.03A hereof shall be applicable), provided that such suspension Bank shall have no obligation so to designate an Applicable Lending Office for Eurodollar Loans located in the United States of America or to designate an Applicable Lending Office for Bankers' Acceptances located in any jurisdiction that is not affect located in Canada). Each Bank will furnish the right Company with a statement setting forth the basis and amount of each request by such Bank for compensation under this Section 6.1(a); subject to receive the compensation so requestedSection 6.8, such certificate shall be conclusive, absent manifest error, and may be prepared using any reasonable averaging and attribution methods.
(b) Without limiting the effect of the foregoing provisions of paragraph (a) of this Section 5.016.1, in the event that, by reason of any Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank that which includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank that which includes Eurodollar Loans or Bankers' Acceptances or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that which it may hold, then, if such Bank so elects by notice to the Company (with a copy to the Administrative Agent and the Paying Agent), the obligation of such Bank to make Eurodollar Loans or accept and purchase Bankers' Acceptances, as applicable, hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (in which case the Loans theretofore made by such Bank shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans in accordance with the provisions of Section 5.03A6.4 hereof shall be applicable). Credit Agreement.
(c) Without limiting Good faith determinations and allocations by any Bank for purposes of this Section 6.1 of the effect of any Regulatory Change on its costs of maintaining its obligations to make Loans or accept and purchase Bankers' Acceptances or of making or maintaining Loans or accepting and purchasing Bankers' Acceptances on amounts receivable by it in respect of Loans or Bankers' Acceptances, and of the foregoing provisions of this Section 5.01 (but without duplication), the Company shall pay directly to each Bank from time to time on request such additional amounts as such Bank may determine to be necessary required to compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for any costs that it determines are attributable to the maintenance by such Bank (or any Applicable Lending Office or such bank holding company), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) of any court or governmental or monetary authority (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A)), of capital in respect of its Commitment(sany Additional Costs, shall be conclusive, absent manifest error.
(d) or Loans (such The Company's obligation to pay Additional Costs and compensation with regard to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such Bank (or any Applicable Lending Office or such bank holding company) to a level below that which such Bank (or any Applicable Lending Office or such bank holding company) could have achieved but for such law, regulation, interpretation, directive or request). For purposes each Eurodollar Loan and each Bankers' Acceptance shall survive termination of this Section 5.01(c), "Basel Accord" shall mean the proposals for risk-based capital framework described by the Basel Committee on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to time or any replacement thereofAgreement.
Appears in 1 contract
Additional Costs. (a) The Company shall pay directly In the event that:
(i) any regulatory change ("Regulatory Change" defined as to each Bank from time to time the Banks, including all of their agencies, branches and offices, any change after the date hereof in federal, state or foreign laws or regulations or the adoption or making after such amounts as such Bank may determine to be necessary to compensate such Bank for any costs that such Bank determines are attributable to its making or maintaining date of any Eurodollar Loans interpretations, directives or its obligation requests applying to make a class of banks, including the Banks, of or under any Eurodollar Loans federal, state or foreign laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof) shall either impose, modify or deem applicable, or result in the application of, any reserve, special deposit, capital maintenance, capital ratio or similar requirement against the Banks' obligations hereunder issued by the Banks, or against any extensions of credit or commitments to extend credit or other assets of or any deposits or other liabilities taken or entered into by the Banks, and the result of any event referred to above shall be to increase the cost to the Banks, or to reduce the amounts receivable by the Banks hereunder, with respect to the Reimbursement Obligations (which increase in cost or reduction in amounts receivable may be determined by the Banks' reasonable allocation of the aggregate of such cost increases or reductions in amounts receivable resulting from such events); or
(ii) any Regulatory Change shall: (A) change the basis of taxation of any amounts payable to the Banks under this Agreement or the Note in respect of any Reimbursement Obligations (other than taxes imposed on the overall net income of the Banks) or the jurisdiction in which the Banks have an office (or any reduction political subdivision thereof or therein); or (B) impose any other conditions affecting this Agreement in respect of Reimbursement Obligations, the loan commitment of the Banks and the result of any event referred to in clause (A) or (B) above shall be to increase the Banks' costs, or to reduce any amount receivable by such Bank hereunder the Banks hereunder, in respect of any Loans or such obligation the Reimbursement Obligations, (such increases in costs and reductions in amounts receivable being herein called referred to in paragraphs (i) and (ii) are hereinafter referred to as "Additional Costs")): then, resulting from any upon demand made by the Banks, as promptly as practicable after they obtain knowledge that such a Regulatory Change that:
(i) changes exists and determines to make such demand, the basis of taxation of any amounts payable Borrower shall pay to such Bank under this Agreement or its Notes (other than taxes imposed on or measured the Banks, from time to time as specified by the overall net income of such Bank or of its Applicable Lending Office by Banks, additional amounts which shall be sufficient to compensate the jurisdiction in which such Bank has its principal office or such Applicable Lending Office); or
(ii) imposes or modifies any reserve, special deposit or similar requirements (other than the Reserve Requirement Credit Agreement utilized in the determination of the Eurodollar Rate Banks for such Loan) relating to any extensions of credit increased cost or other assets of, or any deposits with or other liabilities of, such Bank reduction in amounts receivable (including, without limitation, any Additional Costs) from the date of such Loans or any deposits referred to in the definition of "Eurodollar Base Rate" in Section 1.01 hereof)change, or any commitment of together with interest on each such Bank hereunder (including, without limitation, the Commitment of such Bank); or
(iii) imposes any other condition affecting this Agreement or its Notes or its Commitment. If any Bank requests compensation amount from the Company under this Section 5.01(a), date demanded until payment in full thereof at LIBOR for the Company may, by notice to first two business days following such Bank (with a copy to demand and thereafter at the Agent), suspend the obligation of such Bank thereafter to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.03A hereof shall be applicable), provided that such suspension shall not affect the right of such Bank to receive the compensation so requestedDefault Rate.
(b) Without limiting If, after the effect of the provisions of paragraph (a) date of this Section 5.01Agreement, the Banks shall have determined that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the event thatinterpretation or administration thereof by any governmental authority, by reason of any Regulatory Changecentral bank or comparable agency charged with the interpretation or administration thereof, any Bank either (i) incurs Additional Costs based on or measured compliance by the excess above a specified level of the amount of a category of deposits Banks with any request or other liabilities of such Bank that includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank that includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Bank so elects by notice to the Company (with a copy to the Administrative Agent), the obligation of such Bank to make Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the Loans theretofore made by such Bank shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans in accordance with the provisions of Section 5.03A). Credit Agreement
(c) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Company shall pay directly to each Bank from time to time on request such amounts as such Bank may determine to be necessary to compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for any costs that it determines are attributable to the maintenance by such Bank (or any Applicable Lending Office or such bank holding company), pursuant to any law or regulation or any interpretation, directive or request regarding capital adequacy (whether or not having the force of law and whether or not failure to comply therewith would be unlawfullaw) of any court such authority, central bank or governmental comparable agency, has or monetary authority (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement (whether or not having would have the force effect of law and whether or not the failure to comply therewith would be unlawful) hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A)), of capital in respect of its Commitment(s) or Loans (such compensation to include, without limitation, an amount equal to any reduction of reducing the rate of return on assets or equity the Banks' capital as a consequence of such Bank (or any Applicable Lending Office or such bank holding company) their loan commitment to a level below that which such Bank (or any Applicable Lending Office or such bank holding company) the Banks could have achieved but for such lawadoption, regulation, interpretation, directive change or request). For purposes of this Section 5.01(c), "Basel Accord" shall mean compliance (taking into consideration the proposals for risk-based Banks' policies with respect to capital framework described adequacy) by an amount deemed by the Basel Committee on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988Banks to be material, as amended, modified and supplemented and in effect then from time to time the Borrower shall pay to the Banks such additional amount or amounts as will compensate the Banks for such reduction.
(c) Determinations by the Banks for purposes of this section of the effect of any replacement thereofRegulatory Change on its costs or on amounts receivable by it, and of the additional amounts required to compensate the Banks in respect of capital requirements referred to in subsection 2.10(b) hereof, shall be conclusive, absent manifest error.
Appears in 1 contract
Sources: Credit Agreement (Sonicblue Inc)
Additional Costs. (a) The Company shall pay directly to each Bank from time to time such amounts If, on or after the date hereof, as such Bank may determine to be necessary to compensate such Bank for any costs that such Bank determines are attributable to its making or maintaining a result of the adoption of any Eurodollar Loans or its obligation to make any Eurodollar Loans hereunderRequirement of Law, or any reduction change in any amount receivable Requirement of Law, or any change in the interpretation or administration thereof by such any court or other Governmental Authority charged with the interpretation or administration thereof, or compliance by any Bank hereunder in respect of any Loans (or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change that:
(i) changes the basis of taxation of any amounts payable to such Bank under this Agreement or its Notes (other than taxes imposed on or measured by the overall net income of such Bank or of its Applicable Lending Office by the jurisdiction in which such Bank has its principal office Office) with any request or such Applicable Lending Office); or
(ii) imposes or modifies any reserve, special deposit or similar requirements (other than the Reserve Requirement Credit Agreement utilized in the determination of the Eurodollar Rate for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including, without limitation, any of such Loans or any deposits referred to in the definition of "Eurodollar Base Rate" in Section 1.01 hereof), or any commitment of such Bank hereunder (including, without limitation, the Commitment of such Bank); or
(iii) imposes any other condition affecting this Agreement or its Notes or its Commitment. If any Bank requests compensation from the Company under this Section 5.01(a), the Company may, by notice to such Bank (with a copy to the Agent), suspend the obligation of such Bank thereafter to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.03A hereof shall be applicable), provided that such suspension shall not affect the right of such Bank to receive the compensation so requested.
(b) Without limiting the effect of the provisions of paragraph (a) of this Section 5.01, in the event that, by reason of any Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank that includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank that includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Bank so elects by notice to the Company (with a copy to the Administrative Agent), the obligation of such Bank to make Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the Loans theretofore made by such Bank shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans in accordance with the provisions of Section 5.03A). Credit Agreement
(c) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Company shall pay directly to each Bank from time to time on request such amounts as such Bank may determine to be necessary to compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for any costs that it determines are attributable to the maintenance by such Bank (or any Applicable Lending Office or such bank holding company), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawfullaw) of any court such Governmental Authority there shall be any increase in the cost to any Bank of agreeing to make or governmental making, funding or monetary authority maintaining its Loan (iother than taxes, which shall be treated in accordance with Section 5.05 hereof), then such Bank shall, promptly after the occurrence of such event, notify the Borrower thereof, and the Borrower shall, subject to clause (c) following below, pay to the Administrative Agent for the account of such Bank the amount stated in such notification as required to indemnify such Bank against such increased cost, such amount to be payable within ten days after the Borrower's receipt of such notification.
(b) If any Regulatory Change Bank shall have determined that, after the date hereof, the adoption of any Requirement of Law regarding capital adequacy, or (ii) implementing any risk-based change therein, or any change in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or any request or directive regarding capital guideline or other requirement adequacy (whether or not having the force of law law) of any such Governmental Authority, has or would have the effect of reducing the rate of return on capital of such Bank (or its parent) as a consequence of such Bank's obligations hereunder or its Loan to a level below that which such Bank (or its parent) could have achieved but for such adoption, change, request or directive by an amount reasonably deemed by it to be material, then from time to time, such Bank shall, promptly after the occurrence of such reduction, notify the Borrower thereof, and whether the Borrower shall, subject to clause (c) below, pay to such Bank the amount stated in such notification as required to indemnify such Bank (or not its parent) against such reduction, such amount to be payable within ten days after the failure Borrower's receipt of such notification.
(c) Each Bank will promptly notify the Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to comply therewith would compensation pursuant to this Section. Before giving any such notice pursuant to this subsection (c) such Bank shall designate a different Applicable Lending Office or take such other action as it deems appropriate in its reasonable judgment if such designation or other action (x) will, in the reasonable judgment of such Bank, avoid the need for, or reduce the amount of, such compensation and (y) will not, in the reasonable judgment of such Bank, be unlawful) hereafter issued by materially disadvantageous to such Bank. A notification of any government Bank claiming compensation under this Section 5.01 setting forth in reasonable detail the calculation of the additional amount or governmental or supervisory authority implementing at amounts to be paid to it hereunder, shall be conclusive and binding on the national level Borrower in the Basel Accord (includingabsence of manifest error. If the Borrower receives any such notification from a Bank, it shall have the right, subject to giving five Business Days' notice to the Administrative Agent, to cancel the Commitment of such Bank and, without limitationpenalty or premium but subject to Sections 2.06 and 5.04, to prepay the full outstanding principal amount of such Bank's Loan, together with accrued interest thereon and all other amounts payable to such Bank hereunder. Credit Agreement
(d) Without duplication of Section 5.01(a), the Final Risk-Based Capital Guidelines Borrower shall pay to each Bank, so long as such Bank shall be required under regulations of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency Liabilities, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and additional interest on the Final Risk-Based Capital Guidelines unpaid principal amount of the Office Loan of such Bank, from and including the Comptroller date of such Loan until such principal amount is paid in full, at an interest rate per annum equal at all times to the Currency remainder obtained by subtracting (12 C.F.R. Part 3i) the LIBO Rate for the relevant Interest Period from (ii) the rate obtained by dividing such LIBO Rate by a percentage equal to 100% minus the Eurodollar Rate Reserve Percentage of such Bank for such Interest Period, Appendix A))payable on each date on which interest is payable on such Loan, of capital provided, that if any Bank claims amounts under this clause (d) in respect of its Commitment(s) Loan, the Borrower shall have the right, subject to giving five Business Days' notice to the Administrative Agent without penalty or Loans (such compensation premium but subject to includeSections 2.06 and 5.04, without limitation, an to prepay the principal amount equal to any reduction of the rate of return on assets or equity of such Bank (or any Applicable Lending Office or such bank holding company) Loan, together with accrued interest thereon and all other amounts payable to a level below that which such Bank (or any Applicable Lending Office or hereunder. Such additional interest shall be determined by such bank holding company) could have achieved but for such law, regulation, interpretation, directive or request). For purposes of this Section 5.01(c), "Basel Accord" shall mean Bank and notified to the proposals for risk-based capital framework described by Borrower through the Basel Committee on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to time or any replacement thereofAdministrative Agent.
Appears in 1 contract