Additional Costs. (a) The Borrower shall pay directly to each Lender from time to time, promptly upon the request of such Lender, the costs incurred by such Lender which such Lender determines are attributable to its making or maintaining of any Eurodollar Loans or its obligation to make any of such Loans, or any reduction in any amount receivable by such Lender hereunder in respect of any such Loans or obligations (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change which: (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or its Notes in respect of any of such Loans (other than taxes imposed on the overall net income of such Lender or its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office); (ii) imposes or modifies any reserve, 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 Lender (including any of such Loans or any deposits referred to in the definition of "Eurodollar Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate); or (iii) imposes any other condition affecting this Agreement or the Notes or any extensions of credit or liabilities or commitments contemplated hereunder or thereunder. Each Lender will notify the Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Date which will entitle such Lender 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 (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender 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, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(a). If any Lender requests compensation from the Borrower under this Section 4.1(a), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue making, or 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 4.4 hereof shall be applicable). (b) Without limiting the effect of the foregoing provisions of this Section 4.1, in the event that, by reason of any Regulatory Change, any 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 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 Lender which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable). (c) Determinations and allocations by any Lender for purposes of this Section 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, shall be conclusive in the absence of manifest error, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.
Appears in 5 contracts
Sources: Credit Agreement (Alamosa Holdings Inc), Credit Agreement (Alamosa PCS Holdings Inc), Credit Agreement (Alamosa PCS Holdings Inc)
Additional Costs. (a) The Borrower shall pay directly to each Lender from time to time, promptly upon the request of such Lender, the costs incurred by such Lender which such Lender determines are attributable to its making or maintaining of any Eurodollar Loans or its obligation to make any of such Loans, or any reduction in any amount receivable by such Lender hereunder in respect of any such Loans or obligations (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change which:
(i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or its Notes in respect of any of such Loans (other than taxes imposed on the overall net income of such Lender or its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office);
(ii) imposes or modifies any reserve, 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 Lender (including any of such Loans or any deposits referred to in the definition of "Eurodollar Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate); or
(iii) imposes any other condition affecting this Agreement or the Notes or any extensions of credit or liabilities or commitments contemplated hereunder or thereunder. Each Lender will notify the Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Date which will entitle such Lender 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 (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender 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, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(a). If any Lender requests compensation from the Borrower under this Section 4.1(a), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue making, or 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 4.4 hereof shall be applicable).
(b) Without limiting the effect of the foregoing provisions of this Section 4.1, in the event that, by reason of any Regulatory Change, any 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 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 Lender which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable).
(c) Determinations and allocations by any Lender for purposes of this Section 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, shall be conclusive in the absence of manifest error, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.
Appears in 4 contracts
Sources: Credit Agreement (Savvis Communications Corp), Credit Agreement (Savvis Communications Corp), Credit Agreement (State Communications Inc)
Additional Costs. (a) The Borrower shall pay directly to each Lender the Agent from time to time, promptly upon time on demand such amounts as any Bank may reasonably determine to be necessary to compensate it for any costs which the request of such Lender, the costs incurred by such Lender which such Lender Bank determines are attributable to its making or maintaining of any Eurodollar Loans under this Agreement or its obligation to make any of such Loansloans hereunder, or any reduction in any amount receivable by such Lender the Bank hereunder in respect of any such Loans loans or obligations such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change which:
: (i) changes the basis of taxation of any amounts payable to such Lender the Bank under this Agreement or its Notes in respect of any of such Loans loans (other than taxes imposed on the overall net income of such Lender or its Applicable Lending Office the Bank for any of such Loans loans by the jurisdiction in which such Lender the Bank has its principal office or such Applicable Lending Officeis deemed to hold the loans);
; or (ii) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirement requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender the Bank (including any of such Loans loans or any deposits referred to in the definition of "Eurodollar Base Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate)"; or
or (iii) imposes any other condition affecting this Agreement or the Notes (or any extensions of credit or liabilities or commitments contemplated hereunder or thereunderliabilities), except to the extent any such Regulatory Change has previously resulted in a change in the calculation of Eurodollar Rate as a result of being included in the Reserve Requirement used in calculating such Eurodollar Rate. Each Lender The Agent will notify the Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Date date of this Agreement which will entitle such Lender the Bank to compensation pursuant to this Section 4.1(a13.01(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender 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, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(a). If any Lender requests compensation from the Borrower under this Section 4.1(a), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue making, or 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 4.4 hereof shall be applicable).
(b) Without limiting the effect of the foregoing provisions of this Section 4.113.01, in the event that, by reason of any Regulatory Change, any Lender 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 Lender the Bank 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 Lender the Bank which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender the Bank so elects by notice to the Borrower (with a copy to the Administrative Agent)Borrower, the obligation of such Lender the Bank to make or Continue makingrenew, or Convert Base Rate Loans and to convert loans of any other type into, Eurodollar Loans loans of such type hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable)effect.
(c) Without limiting the effect of the foregoing provisions of this Section 13.01 (but without duplication), Borrower shall pay directly to the Agent from time to time on request such amounts as the Agent may determine to be necessary to compensate any Bank for any costs which it determines are attributable to the maintenance by it or any of its affiliates pursuant to any Regulatory Change of any court or governmental or monetary authority of capital in respect of its loans hereunder or its obligation to make loans hereunder (such compensation to include, without limitation, an amount equal to any reduction in return on assets or equity of the Bank to a level below that which it could have achieved but for such Regulatory Change), except to the extent the Eurodollar Base Rate has been adjusted to reflect such costs. The Agent will notify Borrower if any Bank is entitled to compensation pursuant to this Section 13.01(c) as promptly as practicable after it determines to request such compensation.
(d) Determinations and allocations by any Lender the Agent or Bank for purposes of this Section 4.1 13.01 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 loans or its obligation to make Loans or of making or maintaining Loans loans, or on amounts receivable by by, or the rate of return to, it in respect of Loans loans or such obligation, and of the additional amounts required to compensate such Lender in respect of any Additional Coststhe Bank under this Section 13.01, shall be conclusive in the absence of manifest errorconclusive, provided that that, such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment basis and absent manifest error and having a retroactive effect of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is no more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactivelyone hundred twenty (120) days.
Appears in 4 contracts
Sources: Credit Agreement (Hampshire Group LTD), Credit Agreement (Hampshire Group LTD), Credit Agreement (Hampshire Group LTD)
Additional Costs. (a) The Borrower shall pay directly to each Lender Bank from time to time, promptly upon the request of time such Lender, the amounts as such Bank may determine to be necessary to compensate it for any costs incurred by such Lender Bank which such Lender 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 Letter of such LoansCredit, or any reduction in any amount receivable by such Lender Bank hereunder in respect of any such Loans or obligations 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 which:
(i) changes the basis of taxation of any amounts payable to such Lender Bank under this Agreement or its Notes in respect of any of such Loans (other than franchise taxes and taxes imposed on the overall net income of such Lender Bank or its Applicable Lending Office for any of such Loans by the United States of America or the jurisdiction in which such Lender Bank has its principal office or such Applicable Lending Office);
(ii) imposes or modifies any reserve, special deposit, minimum capital, capital ratio 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 Lender Bank (including including, without limitation, any of such Loans or any deposits referred to in the definition of "Eurodollar Libor Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Ratethis Agreement); or
(iii) imposes any other condition affecting this Agreement or the Notes or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereundercommitments. Each Lender Bank will notify the Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Date date of this Agreement which will entitle such Lender Bank to compensation pursuant to this Section 4.1(asubsection 6.1(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of affected by such Lender 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 LenderBank, violate any law, rule rule, or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Bank. Each Lender Bank will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender Bank for compensation under this Section 4.1(asubsection 6.1(a). If A Bank may only request compensation under this subsection 6.1(a) for Additional Costs incurred (i) at any Lender time after the date which is three (3) months prior to the date the Bank requests such compensation from and (ii) at any time after it has notified the Borrower it will request compensation under this Section 4.1(a), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue making, or 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 4.4 hereof shall be applicablesubsection 6.1(a).
(b) Without limiting the effect of the foregoing provisions of this Section 4.1, in the event that, by reason of any Regulatory Change, any 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 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 Lender which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable).
(c) Determinations and allocations by any Lender Bank for purposes of this Section 4.1 6.1 of the effect of any Regulatory Change on its costs of maintaining its obligation Loans subject to make Loans a Libor Account or to issue or participate in Letters of Credit or of making or 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, and of the additional amounts required to compensate such Lender Bank in respect of any Additional Costs, shall be conclusive in the absence of shall, absent manifest error, be conclusive, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.
Appears in 4 contracts
Sources: Credit Agreement (Darling International Inc), Credit Agreement (Darling International Inc), Credit Agreement (Bank One Corp)
Additional Costs. (a) The Each Borrower shall pay directly to each Lender Bank from time to time, promptly upon the request of time on demand such Lender, the amounts as such Bank may determine to be necessary to compensate it for any increased costs incurred by such Lender which such Lender Bank determines are attributable to its making or maintaining of any Eurodollar Loans a LIBOR Loan, or its obligation to make any of such Loansor maintain a LIBOR Loan, or its obligation to Convert a Base Rate Loan to a LIBOR Loan hereunder, or any reduction in any amount receivable by such Lender Bank hereunder in respect of any its LIBOR Loan or such Loans or obligations (such increases in costs and reductions in amounts receivable being herein called "“Additional Costs"”), in each case resulting from any Regulatory Change which:
(i1) changes the basis of taxation of any amounts payable to such Lender Bank under this Agreement or its the Notes in respect of any of such Loans LIBOR Loan (other than taxes changes in the rate of general corporate, franchise, branch profit, net income or other income tax imposed on the overall net income of such Lender Bank or its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender Bank has its principal office or such Applicable Lending Office);; or
(ii2) (other than to the extent the LIBOR Reserve Requirement is 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 requirement requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender Bank (including any of such Loans LIBOR Loan or any deposits referred to in the definition of "Eurodollar “LIBOR Interest Rate" ” in Section 1.1 hereof1.01), but excluding the Reserve Requirement to the extent it is included in the calculation or any commitment of the Adjusted Eurodollar Ratesuch Bank (including such Bank’s Loan Commitment hereunder); or
(iii3) imposes any other condition affecting this Agreement or the Notes (or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereunderliabilities). Each Lender will notify Notwithstanding the Borrower foregoing, in the event that any Bank determines that it shall incur Additional Costs in maintaining a LIBOR Loan, such Bank shall provide notice thereof to Borrowers (with a copy to the Administrative Agent) of any event occurring after the Closing Date which will entitle such Lender 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 (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender 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, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(a). If any Lender requests compensation from the Borrower under this Section 4.1(a), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend which notice shall include the obligation dollar amount of the Additional Costs, and each Borrower shall have the option, which option must be exercised within five (5) Banking Days of such Lender Borrower’s receipt of such notice, to make prepay such LIBOR Loan or Continue making, or to Convert such LIBOR Loan into a Base Rate Loans intoLoan, Eurodollar Loans until the Regulatory Change giving rise subject, however, to such request ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable).
(b) 3.05. Without limiting the effect of the foregoing provisions of the first paragraph of this Section 4.1Section, in the event that, by reason of any Regulatory Change, any Lender 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 Lender Bank which includes deposits by reference to which the interest rate on Eurodollar Loans LIBOR Interest Rate is determined as provided in this Agreement herein or a category of extensions of credit or other assets of such Lender Bank 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 which it may hold, then, if such Lender Bank so elects by notice to the Borrower Borrowers (with a copy to the Administrative Agent), the obligation of such Lender Bank to make or Continue makingpermit Elections of, to Continue, or to Convert Base Rate Loans into, Eurodollar LIBOR Loans hereunder shall be suspended (in which case the provisions of Section 3.04 shall be applicable) until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable).
(c) effect. Determinations and allocations by any Lender a Bank for purposes of this Section 4.1 of the effect of any Regulatory Change pursuant to the first or second paragraph of this Section, on its costs or rate of maintaining its obligation to make Loans or return of making or maintaining Loans its Loan or portions thereof or on amounts receivable by it in respect of Loans its Loan or portions thereof, and of the additional amounts required to compensate such Lender in respect of any Additional CostsBank under this Section, shall be conclusive in the absence of absent manifest error. To the extent that changing the jurisdiction of a Bank’s Applicable Lending Office would have the effect of minimizing Additional Costs, each such Bank shall use reasonable efforts to make such a change, provided that same would not otherwise be disadvantageous to each such determinations and allocations are made on a reasonable basisBank. Notwithstanding anything to the contrary contained herein, the Borrower No Bank shall not be required to make any payment of Additional Costs entitled to any Lender compensation pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 ninety (90) days prior to the date notice thereof is given to Borrowers by such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactivelyBank.
Appears in 3 contracts
Sources: Secured Revolving Credit Agreement (Taubman Centers Inc), Secured Revolving Credit Agreement (Taubman Centers Inc), Secured Revolving Credit Agreement (Taubman Centers Inc)
Additional Costs. (a) The Borrower shall pay directly to each Lender the Agent from time to timetime within five (5) Banking Days after demand, promptly upon such amounts as any Bank may reasonably determine to be necessary to compensate it for any costs which the request of such Lender, the costs incurred by such Lender which such Lender Bank determines are attributable to its making or maintaining of any Eurodollar Loans under this Agreement or its obligation to make any of such Loansloans hereunder, or any reduction in any amount receivable by such Lender the Bank hereunder in respect of any such Loans loans or obligations such obligation (such increases in costs and reductions in amounts receivable being herein called "“Additional Costs"”), resulting from any Regulatory Change which:
: (i) changes the basis of taxation of any amounts payable to such Lender the Bank under this Agreement or its Notes in respect of any of such Loans loans (other than taxes imposed on the overall net income of such Lender or its Applicable Lending Office the Bank for any of such Loans loans by the jurisdiction in which such Lender the Bank has its principal office or such Applicable Lending Officeis deemed to hold the loans);
; or (ii) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirement requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender the Bank (including any of such Loans loans or any deposits referred to in the definition of "“Eurodollar Base Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate)”; or
or (iii) imposes any other condition affecting this Agreement or the Notes (or any extensions of credit or liabilities or commitments contemplated hereunder or thereunderliabilities), except to the extent any such Regulatory Change has previously resulted in a change in the calculation of Eurodollar Rate as a result of being included in the Reserve Requirement used in calculating such Eurodollar Rate. Each Lender The Agent will notify the Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Date date of this Agreement which will entitle such Lender the Bank to compensation pursuant to this Section 4.1(a13.01(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender 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, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(a). If any Lender requests compensation from the Borrower under this Section 4.1(a), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue making, or 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 4.4 hereof shall be applicable).
(b) Without limiting the effect of the foregoing provisions of this Section 4.113.01, in the event that, by reason of any Regulatory Change, any Lender 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 Lender the Bank 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 Lender the Bank which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender the Bank so elects by notice to the Borrower (with a copy to the Administrative Agent)Borrower, the obligation of such Lender the Bank to make or Continue makingrenew, or Convert Base Rate Loans and to convert loans of any other type into, Eurodollar Loans loans of such type hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable)effect.
(c) Without limiting the effect of the foregoing provisions of this Section 13.01 (but without duplication), Borrower shall pay directly to the Agent from time to time within five (5) Banking Days after request, such amounts as the Agent may determine to be necessary to compensate any Bank for any costs which it determines are attributable to the maintenance by it or any of its affiliates pursuant to any Regulatory Change of any court or governmental or monetary authority of capital in respect of its loans hereunder or its obligation to make loans hereunder (such compensation to include, without limitation, an amount equal to any reduction in return on assets or equity of the Bank to a level below that which it could have achieved but for such Regulatory Change), except to the extent the Eurodollar Base Rate has been adjusted to reflect such costs. The Agent will notify Borrower if any Bank is entitled to compensation pursuant to this Section 13.01(c) as promptly as practicable after it determines to request such compensation.
(d) Determinations and allocations by any Lender the Agent or Bank for purposes of this Section 4.1 13.01 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 loans or its obligation to make Loans or of making or maintaining Loans loans, or on amounts receivable by by, or the rate of return to, it in respect of Loans loans or such obligation, and of the additional amounts required to compensate such Lender in respect of any Additional Coststhe Bank under this Section 13.01, shall be conclusive in the absence of manifest errorconclusive, provided that that, such determinations and allocations are made on a reasonable basisbasis and absent manifest error and having a retroactive effect of no more than one hundred twenty (120) days. Notwithstanding anything to Upon the contrary contained hereinrequest of the payor(s) under this Section 13.01, the Borrower Agent or Bank, as the case may be, shall not be required to make any payment promptly provide an explanation in reasonable detail of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period the applicable event and the calculations of time which is more than 180 days prior to the amounts contained in such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactivelydemand or request.
Appears in 3 contracts
Sources: Credit Agreement (Hampshire Group LTD), Credit Agreement (Hampshire Group LTD), Credit Agreement (Hampshire Group LTD)
Additional Costs. (a) The Borrower Company shall pay directly to the Administrative Agent for the account of each Lender from time to time, promptly upon the request of time such Lender, the amounts as such Lender may determine to be necessary to compensate it for any costs incurred by such Lender which such Lender determines are attributable to its making or maintaining of any Eurodollar Eurocurrency Loans hereunder to the Company or its obligation to make any of such LoansLoans hereunder to the Company, or any reduction in any amount receivable by such Lender hereunder in respect of any of such Loans or obligations such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional CostsADDITIONAL COSTS"), in each case resulting from any Regulatory Change which:
(i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or its Notes in respect of any of such Loans (other than changes which affect taxes measured by or imposed on the overall net income of such Lender or of its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office);; or
(ii) imposes or modifies any reserve, special deposit, minimum capital, capital ratio deposit or similar requirement requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (including any of such Loans or any deposits referred to in the definition of "Eurodollar Eurocurrency Base Rate" in Section 1.1 1.01 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate); or
(iii) imposes any other condition affecting this Agreement or the Notes (or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereunderliabilities). Each Lender will notify the Borrower (with a copy to Company through the Administrative Agent) Agent of any event occurring after the Closing Date date of this Agreement which will entitle such Lender to compensation pursuant to this Section 4.1(a6.01(a) (an "ADDITIONAL COST EVENT") as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the BorrowerCompany through the Administrative Agent) will designate a different Applicable Lending Office for the Eurodollar Eurocurrency Loans of such Lender 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, violate any law, rule or regulation or be in any way disadvantageous to such Lender, Lender (provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. United States of America) PROVIDED, that the Company 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 Company of such Additional Cost Event. Each Lender will furnish the Borrower Company with a certificate statement setting forth the basis calculations and the basis therefor, in each case in reasonable detail, and amount of each request of by such Lender for compensation under this Section 4.1(a6.01(a). If any Lender requests compensation from the Borrower Company under this Section 4.1(a6.01(a), the Borrower Company may, by notice to such Lender (with a copy to through the Administrative Agent), suspend the obligation of such Lender to make or Continue making, or Convert Base Rate additional Eurocurrency Loans into, Eurodollar Loans to the Company until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 6.04 hereof shall be applicable).
(b) Without limiting the effect of the foregoing provisions of this Section 4.16.01, in the event that, by reason of any Regulatory Change, any 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 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 Lender which includes Eurodollar Eurocurrency Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrower Company (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, 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 4.4 6.04 hereof shall be applicable).
(c) Determinations and allocations by any Lender for purposes of this Section 4.1 6.01 of the effect of any Regulatory Change on its costs of maintaining its obligation obligations to make Loans or of making or maintaining Loans or on amounts receivable by it in respect of Loans Loans, and of the additional amounts required to compensate such Lender in respect of any Additional Costs, shall be conclusive in the absence of absent manifest error, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein.
(d) If any Lender demands compensation under this Section, the Borrower shall not be required to make Company may, at any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days upon at least three (3) Business Days' prior notice to such Lender through the Administrative Agent, convert in full the then outstanding Eurocurrency Loans of such Lender (in which case the Company shall be obligated, if such conversion is made on a day that is not the last day of the then current Interest Period applicable to such affected Eurocurrency Loan, to reimburse such Lender's request , in accordance with Section 6.05, for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply any resulting loss or expense incurred by it) to Additional Costs attributable to any Regulatory Change which takes effect retroactivelyan ABR Loan.
Appears in 2 contracts
Sources: Credit Agreement (Iron Mountain Inc/Pa), Credit Agreement (Iron Mountain Inc/Pa)
Additional Costs. (a) The Borrower shall pay directly to each Lender from time to time, promptly upon the request of time such Lender, the costs incurred by amounts as such Lender which may determine to be necessary to compensate such Lender for any costs that such Lender determines are attributable to its making or maintaining of any Eurodollar Loans or its obligation to make any of such LoansEurodollar Loans hereunder, or any reduction in any amount receivable by such Lender hereunder in respect of any of such Loans or obligations such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional ---------- Costs"), resulting from any Regulatory Change whichthat:
(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 changes the basis of taxation of any amounts payable to such 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 the overall net income of such Lender or its of such Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office);; or
(ii) imposes or modifies any reserve, special deposit, minimum capital, capital ratio deposit or similar requirement requirements (other than the Reserve Requirement 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 or commitments of, such Lender (including including, without limitation, any of such Loans or any deposits referred to in the definition of "Eurodollar Base Rate" in Section 1.1 1.01 hereof), but excluding or any commitment of such Lender (including, without limitation, the Reserve Requirement to the extent it is included in the calculation Commitments of the Adjusted Eurodollar Ratesuch Lender hereunder); oror Credit Agreement ----------------
(iii) imposes any other condition affecting this Agreement or the Notes (or any of such extensions of credit or liabilities liabilities) or commitments contemplated hereunder or thereunderits Commitments. Each If any Lender will notify requests compensation from the Borrower under this Section 5.01(a), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such 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 5.04 hereof shall be applicable), provided that such suspension shall not affect the right of such -------- Lender to receive the compensation so requested.
(b) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the 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, the bank holding company of which such Lender is a subsidiary) for any costs that it determines are attributable to the maintenance by such 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 Basle Accord, of capital in respect of its 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 Lender (or any Applicable Lending Office or such bank holding company) to a level below that which such 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 Closing Date which will entitle 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 4.1(a) as promptly as practicable 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 it obtains knowledge thereof and determines the date 45 days prior to request the date that such compensation, Lender does give such notice and (if so requested by the Borrowerii) each Lender will designate a different Applicable Lending Office for the Eurodollar 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, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided except that such Lender Credit Agreement ---------------- shall have no obligation to so designate an Applicable Lending Office located in the U.S. United States of America. Each Lender will furnish to the Borrower with a certificate setting forth the basis and the amount of each request of by such Lender for compensation under this Section 4.1(a). If any Lender requests compensation from the Borrower under this Section 4.1(a), the Borrower may, by notice to such Lender paragraph (with a copy to the Administrative Agent), suspend the obligation of such Lender to make a) or Continue making, or 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 4.4 hereof shall be applicable).
(b) Without limiting the effect of the foregoing provisions of this Section 4.1, in the event that, by reason of any Regulatory Change, any 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 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 Lender which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable).
(c) 5.01. Determinations and allocations by any Lender for purposes of this Section 4.1 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 of making or maintaining Loans Loans, or on amounts receivable by it in respect of Loans Loans, and of the additional amounts required to compensate such Lender in respect of any Additional Costsunder this Section 5.01, shall be conclusive in the absence of manifest errorconclusive, provided that such determinations and allocations are made on a reasonable -------- basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.
Appears in 2 contracts
Sources: Credit Agreement (Mediacom LLC), Credit Agreement (Mediacom LLC)
Additional Costs. (a) The Borrower shall pay directly to each Lender from time to time, promptly upon the request of such Lender, the costs incurred by such Lender which such Lender determines are attributable to its making or maintaining of If any Eurodollar Loans or its obligation to make any of such Loans, or any reduction Change in any amount receivable by such Lender hereunder in respect of any such Loans or obligations (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change whichLaw shall:
(i) changes impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the basis of taxation of any amounts payable to such Lender under this Agreement account of, or its Notes in respect of any of such Loans (other than taxes imposed on the overall net income of such Lender or its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office)credit extended by, Citibank;
(ii) imposes or modifies any reserve, 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 Lender (including any of such Loans or any deposits referred to in the definition of "Eurodollar Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate); or
(iii) imposes impose on Citibank any other condition affecting this Agreement or any Credit; or
(iii) change the Notes or any extensions basis of credit or liabilities or commitments contemplated hereunder or thereunder. Each Lender will notify taxation of payments to Citibank in respect thereof (except for Indemnified Taxes, Excluded Taxes and changes in the Borrower (with a copy to rate of tax on the Administrative Agent) overall net income of Citibank); and the result of any event occurring after the Closing Date which will entitle such Lender 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 (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender 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, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(a). If any Lender requests compensation from the Borrower under this Section 4.1(a), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue making, or 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 4.4 hereof shall be applicable).
(b) Without limiting the effect of the foregoing provisions of this Section 4.1, in the event that, by reason of any Regulatory Change, any 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 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 Lender which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case increase the provisions of Section 4.4 hereof shall be applicable).
(c) Determinations and allocations by any Lender for purposes of this Section 4.1 of the effect of any Regulatory Change on its costs of maintaining its obligation cost to make Loans or Citibank of making or maintaining Loans any Credit or on amounts to reduce the amount of any sum received or receivable by Citibank, then the Applicant agrees that it will pay to Citibank such additional amount or amounts as will compensate Citibank for such additional costs incurred or reduction suffered. Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in respect of Loans each case pursuant to Basel III, and (ii) the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a Change in Law, regardless of the additional date enacted, adopted or issued. A certificate of Citibank setting forth Citibank’s good faith determination of the amount or amounts required necessary to compensate such Lender in respect of any Additional Costs, it as specified above shall be delivered to the Applicant and shall be conclusive in the absence of and binding upon all parties hereto absent manifest error. The Applicant shall pay Citibank the amount shown as due on any such certificate within 10 days after receipt thereof by the Applicant; provided, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower Applicant shall not be required to make any payment of Additional Costs to any Lender compensate Citibank pursuant to this Section 4.1 with respect to Additional Costs relating to for any period of time which is increased costs or reductions incurred more than 180 90 days prior to the date that Citibank notifies the Applicant of the Change in Law giving rise to such Lender's request increased costs or reductions and of Citibank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 90 day period referred to above shall be extended to include the period of retroactive effect thereof. Notwithstanding any other provision of this Section, Citibank shall not demand compensation for any increased cost or reduction pursuant to this Section if Citibank is not demanding such Additional Costs, provided that the foregoing compensation in similar circumstances under comparable provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactivelyother credit agreements.
Appears in 2 contracts
Sources: Continuing Agreement for Standby Letters of Credit (Xl Group PLC), Continuing Agreement for Standby Letters of Credit (Xl Group PLC)
Additional Costs. (a) The Borrower shall pay directly to each Lender the Agent from time to time, promptly upon time on demand such amounts as any Bank may reasonably determine to be necessary to compensate it for any costs which the request of such Lender, the costs incurred by such Lender which such Lender Bank determines are attributable to its making or maintaining of any Eurodollar Rate Loans under this Agreement or its obligation to make any of such LoansLoans hereunder, or any reduction in any amount receivable by such Lender the Bank hereunder in respect of any such Loans or obligations such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change which:
: (i) changes the basis of taxation of any amounts payable to such Lender the Bank under this Agreement or its Notes in respect of any of such Loans (other than taxes imposed on the overall net income of such Lender or its Applicable Lending Office the Bank for any of such Loans by the jurisdiction in which such Lender the Bank has its principal office or such Applicable Lending Officeis deemed to hold the Loans);
; or (ii) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirement requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender the Bank (including any of such Loans or any deposits referred to in the definition of "Eurodollar Base Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate)"; or
or (iii) imposes any other condition affecting this Agreement or the Notes (or any extensions of credit or liabilities or commitments contemplated hereunder or thereunderliabilities), except to the extent any such Regulatory Change has previously resulted in a change in the calculation of Eurodollar Rate as a result of being included in the Reserve Requirement used in calculating such Eurodollar Rate. Each Lender The Agent will notify the Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Date date of this Agreement which will entitle such Lender the Bank to compensation pursuant to this Section 4.1(a13.01(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender 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, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(a). If any Lender requests compensation from the Borrower under this Section 4.1(a), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue making, or 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 4.4 hereof shall be applicable).
(b) Without limiting the effect of the foregoing provisions of this Section 4.113.01, in the event that, by reason of any Regulatory Change, any Lender 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 Lender the Bank which includes deposits by reference to which the interest rate on Eurodollar Rate Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender the Bank which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender the Bank so elects by notice to the Borrower (with a copy to the Administrative Agent)Borrower, the obligation of such Lender the Bank to make or Continue makingrenew, or Convert Base Rate and to convert Loans of any other type into, Eurodollar Loans of such type hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable)effect.
(c) Without limiting the effect of the foregoing provisions of this Section 13.01 (but without dupli- cation), the Borrower shall pay directly to the Agent from time to time on request such amounts as the Agent may determine to be necessary to compensate any Bank for any costs which it determines are attributable to the maintenance by it or any of its affiliates pursuant to any Regulatory Change of any court or governmental or monetary authority of capital in respect of its Loans hereunder or its obligation to make Loans hereunder (such compensation to include, without limitation, an amount equal to any reduction in return on assets or equity of the Bank to a level below that which it could have achieved but for such Regulatory Change), except to the extent the Base Rate has been adjusted to reflect such costs. The Agent will notify the Borrower if any Bank is entitled to compensation pursuant to this Section 13.01(c) as promptly as practicable after it determines to request such compensation.
(d) Determinations and allocations by any Lender the Agent or Bank for purposes of this Section 4.1 13.01 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 maintaining its obligation to make Loans or of making or maintaining Loans or its obligation to make Loans, or on amounts receivable by 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 in respect of any Additional Coststhe Bank under this Section 13.01, shall be conclusive in the absence of manifest errorconclusive, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment basis and absent manifest error and having a retroactive effect of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is no more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactivelyone hundred twenty (120) days.
Appears in 2 contracts
Sources: Credit Agreement (Hampshire Group LTD), Credit Agreement (Hampshire Group LTD)
Additional Costs. (a) The Borrower shall Transferor shall, subject to Section 9.11(b), pay directly to each Lender any Affected Party from time to time, promptly upon the request time on demand of such LenderAffected Party, the such amounts as such Affected Party may reasonably determine to be necessary to compensate it for any increase in costs incurred by which any such Lender which such Lender party reasonably determines are attributable to its making acquiring or committing to acquire the Transferred Assets or maintaining all or any portion of any Eurodollar Loans or its obligation to make any of such Loansthe Net Investment under this Agreement, or any reduction in any amount receivable by such Lender Affected Party hereunder in respect of any such Loans or obligations under the relevant Conduit Support Document (such increases in costs costs, payments and reductions in amounts receivable being herein called "“Additional Costs"), ”) resulting from any Regulatory Change which:
or from time to time complying with, or implementing, any Regulatory Change, which (i) changes the method or basis of taxation in the jurisdiction in which the party claiming Additional Costs is organized or in which the party claiming Additional Costs maintains its lending office for the transactions contemplated hereby of (A) any amounts payable to such Lender Affected Party, under this Agreement or its Notes any relevant Conduit Support Document or (B) such amounts when considered together with any amounts to be paid by any Affected Party who is a Conduit Purchaser in respect of any of such Loans (other than taxes imposed on the overall net income of such Lender its Commercial Paper or its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office);
(ii) imposes or modifies any reserve, special deposit, minimum capitaldeposit insurance or assessment, capital ratio or similar requirement requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender any Conduit Purchaser, Committed Purchaser or Conduit Support Provider. Notwithstanding the foregoing, the Transferor shall not be required to make any payment under this Section 8.3 relating to (including i) any of such Loans or any deposits referred to in the definition of "Eurodollar Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is amount included in the calculation computation of LIBOR, or (ii) increased expenses incurred, amounts not received, or required payments made more than 60 days prior to the date of the Adjusted Eurodollar Rate); or
(iii) imposes any other condition affecting this Agreement or certificate of notice of such Additional Costs delivered by the Notes or any extensions of credit or liabilities or commitments contemplated hereunder or thereunder. Each Lender will notify the Borrower (with a copy Affected Party to the Administrative Agent) of Transferor. If at any event occurring after the Closing Date which will entitle such Lender time a demand for payment is to compensation be made pursuant to this Section 4.1(a) as promptly as practicable after it obtains knowledge thereof and determines 8.3(a), the applicable Affected Party shall deliver to request such compensation, and (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender 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, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with Transferor a certificate in reasonable detail setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(a). If any Lender requests compensation from the Borrower under this Section 4.1(a), the Borrower may, by notice to be paid to such Lender (with a copy to the Administrative Agent), suspend the obligation of Affected Party at such Lender to make or Continue making, or 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 4.4 hereof shall be applicable)time.
(b) Without limiting the effect of the foregoing provisions of this Section 4.1, in the event that, by reason of any Regulatory Change, any 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 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 Lender which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable).
(c) Determinations and allocations by any Lender the Affected Party for purposes of this Section 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, 8.3 shall be conclusive in the absence of manifest error, provided that such determinations and allocations are made in good faith and on a reasonable basis. Notwithstanding anything , reasonable written evidence (including an explanation of the applicable Regulatory Change and a reasonably detailed computation of an accounting for any amounts demanded) of which shall be provided to the Transferor upon request.
(c) Anything in this Section 8.3 to the contrary contained hereinnotwithstanding, if the Borrower Affected Party is a Conduit Purchaser and such Affected Party enters into agreements for the acquisition of interests in receivables from Other Transferors, such Affected Party shall not be required to make allocate ratably among the Transferor and such Other Transferors the liability for any payment of Additional Costs to any Lender pursuant to amounts under this Section 4.1 with respect 8.3 (“Section 8.3 Costs”) which are attributable to Additional the Transferor and Other Transferors which amounts shall be paid by the Transferor or the Other Transferors; provided, that if such Section 8.3 Costs relating are attributable to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall Transferor and not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.Other Transferor, the Transferor shall be solely liable for such Section 8.3 Costs or if such Section 8.3 Costs are attributable to Other Transferors and not attributable to the Transferor, such Other Transferors shall be solely liable for such Section 8.3
Appears in 2 contracts
Sources: Receivables Purchase and Administration Agreement (T-Mobile US, Inc.), Receivables Purchase and Administration Agreement (T-Mobile US, Inc.)
Additional Costs. (a) The Borrower shall pay directly to each Lender Bank from time to time, promptly upon the request of time on demand such Lender, the amounts as such Bank may determine to be necessary to compensate it for any increased costs incurred by such Lender which such Lender Bank determines are attributable to its making or maintaining of any Eurodollar Loans a LIBOR Loan, or its obligation to make any of such Loansor maintain a LIBOR Loan, or its obligation to Convert a Base Rate Loan to a LIBOR Loan hereunder, or any reduction in any amount receivable by such Lender Bank hereunder in respect of any its LIBOR Loan or such Loans or obligations (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), in each case resulting from any Regulatory Change which:
(i1) changes the basis of taxation of any amounts payable to such Lender Bank under this Agreement or its the Notes in respect of any of such Loans LIBOR Loan (other than taxes changes in the rate of general corporate, franchise, branch profit, net income or other income tax imposed on the overall net income of such Lender Bank or its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender Bank has its principal office or such Applicable Lending Office);; or
(ii2) (other than to the extent the LIBOR Reserve Requirement is 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 requirement requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender Bank (including any of such Loans LIBOR Loan or any deposits referred to in the definition of "Eurodollar LIBOR Interest Rate" in Section 1.1 hereof1.01), but excluding the Reserve Requirement to the extent it is included in the calculation or any commitment of the Adjusted Eurodollar Ratesuch Bank (including such Bank's Loan Commitment hereunder); or
(iii3) imposes any other condition affecting this Agreement or the Notes (or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereunderliabilities). Each Lender will notify Notwithstanding the foregoing, in the event that any Bank determines that it shall incur Additional Costs in maintaining a LIBOR Loan, such Bank shall provide written notice thereof to Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Date which will entitle such Lender 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 (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender 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, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(a). If any Lender requests compensation from the Borrower under this Section 4.1(a), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend which notice shall include the obligation dollar amount of the Additional Costs, and Borrower shall have the option, which option must be exercised within five (5) Banking Days of Borrower's receipt of such Lender notice, to make prepay such LIBOR Loan or Continue making, or to Convert such LIBOR Loan into a Base Rate Loans intoLoan, Eurodollar Loans until the Regulatory Change giving rise subject, however, to such request ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable).
(b) 3.05. Without limiting the effect of the foregoing provisions of the first paragraph of this Section 4.1Section, in the event that, by reason of any Regulatory Change, any Lender 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 Lender Bank 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 Lender Bank 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 which it may hold, then, if such Lender Bank so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable).
(c) Determinations and allocations by any Lender for purposes of this Section 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, shall be conclusive in the absence of manifest error, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.Administrative
Appears in 2 contracts
Sources: Loan Agreement (Taubman Centers Inc), Loan Agreement (Taubman Realty Group LTD Partnership)
Additional Costs. (a) The Borrower shall pay directly to each Lender the Agent from time to timetime within five (5) Banking Days after demand, promptly upon such amounts as any Bank may reasonably determine to be necessary to compensate it for any costs which the request of such Lender, the costs incurred by such Lender which such Lender Bank determines are attributable to its making or maintaining of any Eurodollar Rate Loans under this Agreement or its obligation to make any of such Loansloans hereunder, or any reduction in any amount receivable by such Lender the Bank hereunder in respect of any such Loans loans or obligations such obligation (such increases in costs and reductions in amounts receivable being herein called "“Additional Costs"”), resulting from any Regulatory Change which:
: (i) changes the basis of taxation of any amounts payable to such Lender the Bank under this Agreement or its Notes in respect of any of such Loans loans (other than taxes imposed on the overall net income of such Lender or its Applicable Lending Office the Bank for any of such Loans loans by the jurisdiction in which such Lender the Bank has its principal office or such Applicable Lending Officeis deemed to hold the loans);
; or (ii) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirement requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender the Bank (including any of such Loans loans or any deposits referred to in the definition of "“Eurodollar Base Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate)”; or
or (iii) imposes any other condition affecting this Agreement or the Notes (or any extensions of credit or liabilities or commitments contemplated hereunder or thereunderliabilities), except to the extent any such Regulatory Change has previously resulted in a change in the calculation of Eurodollar Rate as a result of being included in the Reserve Requirement used in calculating such Eurodollar Rate. Each Lender The Agent will notify the Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Date date of this Agreement which will entitle such Lender the Bank to compensation pursuant to this Section 4.1(a13.01(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender 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, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(a). If any Lender requests compensation from the Borrower under this Section 4.1(a), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue making, or 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 4.4 hereof shall be applicable).
(b) Without limiting the effect of the foregoing provisions of this Section 4.113.01, in the event that, by reason of any Regulatory Change, any Lender 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 Lender the Bank which includes deposits by reference to which the interest rate on Eurodollar Rate Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender the Bank which includes Eurodollar Rate Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender the Bank so elects by notice to the Borrower (with a copy to the Administrative Agent)Borrower, the obligation of such Lender the Bank to make or Continue makingrenew, or Convert Base Rate Loans and to convert loans of any other type into, Eurodollar Loans loans of such type hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable)effect.
(c) Without limiting the effect of the foregoing provisions of this Section 13.01 (but without duplication), Borrower shall pay directly to the Agent from time to time within five (5) Banking Days after request, such amounts as the Agent may determine to be necessary to compensate any Bank for any costs which it determines are attributable to the maintenance by it or any of its affiliates pursuant to any Regulatory Change of any court or governmental or monetary authority of capital in respect of its loans hereunder or its obligation to make loans hereunder (such compensation to include, without limitation, an amount equal to any reduction in return on assets or equity of the Bank to a level below that which it could have achieved but for such Regulatory Change), except to the extent the Eurodollar Base Rate has been adjusted to reflect such costs. The Agent will notify Borrower if any Bank is entitled to compensation pursuant to this Section 13.01(c) as promptly as practicable after it determines to request such compensation.
(d) Determinations and allocations by any Lender the Agent or Bank for purposes of this Section 4.1 13.01 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 loans or its obligation to make Loans or of making or maintaining Loans loans, or on amounts receivable by by, or the rate of return to, it in respect of Loans loans or such obligation, and of the additional amounts required to compensate such Lender in respect of any Additional Coststhe Bank under this Section 13.01, shall be conclusive in the absence of manifest errorconclusive, provided that that, such determinations and allocations are made on a reasonable basisbasis and absent manifest error and having a retroactive effect of no more than one hundred twenty (120) days. Notwithstanding anything to Upon the contrary contained hereinrequest of the payor(s) under this Section 13.01, the Borrower Agent or Bank, as the case may be, shall not be required to make any payment promptly provide an explanation in reasonable detail of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period the applicable event and the calculations of time which is more than 180 days prior to the amounts contained in such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactivelydemand or request.
Appears in 2 contracts
Sources: Credit Agreement (Hampshire Group LTD), Credit Agreement (Hampshire Group LTD)
Additional Costs. (a) The Borrower shall pay directly to each Lender the Bank from time to time, promptly upon time on demand such amounts as the request of such Lender, Bank may determine (in the manner set forth in Section 5.01(d)) to be necessary to compensate it for any increases in costs incurred by such Lender which such Lender 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 of such Loans, LIBOR Loans hereunder or any reduction in any amount receivable by such Lender the Bank hereunder in respect of any such LIBOR Loans or obligations 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 which:
: (i) changes the basis of taxation of any amounts payable to such Lender 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 the overall net income of such Lender or its Applicable Lending Office the Bank for any of such LIBOR Loans by the jurisdiction in which such Lender the Bank has its principal office office); or such Applicable Lending Office);
(ii) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirement requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (including any of such Loans the Bank; or any deposits referred to in the definition of "Eurodollar Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate); or
(iii) imposes any other condition affecting this Agreement or the Notes Note (or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereunderliabilities). Each Lender The Bank will notify the Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Date date of this Agreement which will entitle such Lender the Bank to compensation pursuant to this Section 4.1(a) as promptly as practicable after it obtains knowledge thereof and determines by furnishing Borrower a written statement describing the Additional Costs entitling it to request such compensation, and (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender 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, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis hereunder and the amount Bank's method of each request of allocating to Borrower such Lender for compensation under this Section 4.1(a)Additional Costs. If any Lender the Bank requests compensation from the Borrower under this Section 4.1(aor under Section 5.01(c), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), may suspend the obligation of such Lender the Bank to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans until of the Regulatory Change giving rise type with respect to which such request ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable)compensation is requested.
(b) Without limiting the effect of the foregoing provisions of this Section 4.1, in the event that, if by reason of any Regulatory Change, any Lender 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 Lender the Bank 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 Lender the Bank which includes Eurodollar LIBOR Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender the Bank so elects by notice to the Borrower (with a copy to the Administrative Agent)Borrower, the obligation of such Lender the Bank to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans of such type hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable)effect.
(c) Determinations Without limiting the effect of the foregoing provisions of this Section, Borrower shall pay directly to the Bank from time to time on request such amounts as the Bank may determine (in the manner set forth in Section 5.01(d)) to be necessary to compensate the Bank for any Additional Costs which are attributable to the maintenance by it or any of its affiliates (pursuant to any Regulatory Change) of capital in respect of its Loans hereunder or its obligation to make Loans hereunder (such compensation to include, without limitation, an amount equal to any reduction in return on assets or equity of the Bank to a level below that which it would have achieved but for such Regulatory Change). 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 any Lender the Bank for purposes of this Section 4.1 of the effect of any Regulatory Change pursuant to Sections 5.01(a), (b) or (c) on its costs of maintaining its obligation to make Loans or of making or maintaining Loans or its obligation to make Loans, or on amounts receivable by 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 in respect of any Additional Coststhe Bank, shall be conclusive in absent demonstrated error.
(e) Any amounts the absence of manifest error, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender Bank receives pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence Section 5.01 shall not apply be duplicative of compensation payable to Additional Costs attributable to any Regulatory Change which takes effect retroactivelythe Bank under Section 5.05.
Appears in 2 contracts
Sources: Credit Agreement (Disc Graphics Inc /De/), Credit Agreement (Disc Graphics Inc /De/)
Additional Costs. (a) The Borrower shall pay directly to each Lender from time to time, promptly upon the request of time on demand such Lender, the costs incurred by amounts as such Lender may determine to be necessary to compensate it for any increased costs which such Lender determines are attributable to its making or maintaining of any Eurodollar Loans a LIBOR Loan, or its obligation to make any or maintain a LIBOR Loan, or if a Prime Based Loan must be converted into a LIBOR Loan in accordance with Section 2.11 of such Loansthis Agreement, or any reduction in any amount receivable by such Lender hereunder in respect of any its LIBOR Loan or such Loans or obligations (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), in each case resulting from any Regulatory Change which:
(i1) changes the basis of taxation of any amounts payable to such Lender under this Agreement or its the Notes in respect of any of such Loans LIBOR Loan (other than taxes changes in the rate of general corporate, franchise, branch profit, net income or other income tax imposed on the overall net income of such Lender or its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office);; or
(ii2) (other than to the extent the LIBOR Reserve Requirement is 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 requirement requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (including any LIBOR Loan), or any commitment of such Loans or any deposits referred to in the definition of "Eurodollar Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar RateLender (including such Lender's Loan Commitment hereunder); or
(iii3) imposes any other condition affecting this Agreement or the Notes (or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereunder. Each Lender will notify the Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Date which will entitle such Lender 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 (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender 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, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(aliabilities). If any Lender requests compensation from the Borrower under this Section 4.1(a), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue making, or 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 4.4 hereof shall be applicable).
(b) Without limiting the effect of the foregoing provisions of the first paragraph of this Section 4.1Section, in the event that, by reason of any Regulatory Change, any 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 Lender which includes deposits by reference to which the interest rate on Eurodollar Loans LIBOR Rate is determined as provided in this Agreement herein or a category of extensions of credit or other assets of such Lender which includes Eurodollar Loans loans based on the LIBOR Rate or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender to make maintain the Loan (or Continue making, or Convert Base portions thereof) at the LIBOR Based Rate Loans into, Eurodollar Loans hereunder (and Borrower's right to request same) shall be suspended (in which case the provisions of Section 3.04 shall be applicable) until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable).
(c) effect. Determinations and allocations by any a Lender for purposes of this Section 4.1 of the effect of any Regulatory Change pursuant to the first or second paragraph of this Section, on its costs or rate of maintaining its obligation to make Loans or return of making or maintaining Loans its Loan or portions thereof or on amounts receivable by it in respect of Loans its Loan or portions thereof, and of the additional amounts required to compensate such Lender in respect of any Additional Costsunder this Section, shall be conclusive absent manifest error. Notwithstanding any other provisions in the absence of manifest error, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything Note or this Agreement to the contrary contained hereincontrary, if the Borrower shall not be required to make any payment of Additional Costs to any Lender Borrower pursuant to this Section 4.1 with respect 3.01 exceed 1% per annum, Borrower shall have the right to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that prepay this Loan during the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactivelyfirst eighteen (18) months from the date hereof without a Prepayment Charge.
Appears in 2 contracts
Sources: Term Loan Agreement (Acadia Realty Trust), Term Loan Agreement (Acadia Realty Trust)
Additional Costs. (a) The Borrower Company shall pay directly to each Lender from time to time, promptly upon the request of time on demand such Lender, the costs incurred by amounts as such Lender may reasonably determine to be necessary to compensate it for any costs which such Lender determines are attributable to its making or maintaining any Loans under this Agreement or its Note or the participation in Letters of any Eurodollar Loans Credit, or its obligation to make any such Loans or participate in Letters of such LoansCredit hereunder, or any reduction in any amount receivable by such Lender hereunder in respect of any such Loans or obligations 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 which:
: (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or its Notes Note in respect of any Loans or Letters of such Loans Credit (other than taxes imposed on the overall net income of such Lender or of its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office);
; or (ii) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirement requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (including any of such Loans or any deposits referred to in the definition of "Eurodollar Fixed Base Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate1.02); or
or (iii) imposes any other condition affecting this Agreement or the Notes its Note (or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereunderliabilities). Each Lender will notify the Borrower (with a copy to the Administrative Agent) Company of any event occurring after the Closing Date date of this Agreement which will entitle such Lender to compensation pursuant to this Section 4.1(a5.01(a) as promptly as practicable after it obtains knowledge thereof and thereof, if it determines to request such compensation, and (if so requested by will set forth in reasonable detail the Borrowerbasis for and manner of determining such compensation; provided, however, that the Company shall not be required to compensate a Lender pursuant to this Section 5.01(a) will designate a different Applicable Lending Office for any Additional Costs incurred more than 180 days prior to the Eurodollar Loans of date that such Lender if notifies the Company of the Regulatory Change giving rise to such designation will avoid the need for, or reduce the amount of, such compensation Additional Costs and will not, in the sole opinion of such Lender's intention to claim compensation therefor; provided further, violate any lawhowever, rule or regulation or be in any way disadvantageous that if the Regulatory Change giving rise to such LenderAdditional Costs is retroactive, provided that such Lender then the 180-day period shall have no obligation be extended to so designate an Applicable Lending Office located in include the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis and the amount period of each request of such Lender for compensation under this Section 4.1(a)retroactive effect thereof. If any Lender requests compensation from the Borrower Company under this Section 4.1(a5.01(a), or under Section 5.01(c), the Borrower Company may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans until of the Regulatory Change giving rise type with respect to which such request ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable)compensation is requested.
(b) Without limiting the effect of the foregoing provisions of this Section 4.15.01, in the event that, by reason of any Regulatory Change, any 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 Lender 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 Lender which includes Eurodollar Fixed Rate Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrower Company (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans of such type hereunder shall be suspended until the earlier to occur of (y) the date such Lender is no longer within the restrictions of such Regulatory Change or (z) the date such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof 5.04 shall be applicable).
(c) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Company shall pay directly to each Lender from time to time on request such amounts as such Lender may reasonably determine to be necessary to compensate such Lender for any increased costs which it determines are attributable to the maintenance by it or any 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 thereafter) of any court or governmental or monetary authority of capital in respect of its Loans or Letters of Credit hereunder or its obligation to make Loans or participate in Letters of Credit hereunder (such compensation to include, without limitation, an amount equal to any reduction in return on assets or equity of such Lender to a level below that which it could have achieved but for such law, regulation, interpretation, directive or request). Each Lender will notify the Company if it is entitled to compensation pursuant to this Section 5.01(c) as promptly as practicable after it obtains knowledge of the facts that entitled it to such compensation, if it determines to request such compensation, and will set forth in reasonable detail the basis for and manner of determining such compensation.
(d) Determinations and allocations by any a Lender for purposes of this Section 4.1 5.01 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 Loans or its obligation to make Loans or participate in Letters of making or maintaining Loans Credit, or on amounts receivable by by, or the rate of return to, it in respect of Loans Loans, Letters of Credit or such obligation, and of the additional amounts required to compensate such Lender in respect of any Additional Costsunder this Section 5.01, shall be conclusive in the absence of absent manifest error, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.
Appears in 2 contracts
Sources: Credit Agreement (Houston Exploration Co), Credit Agreement (Houston Exploration Co)
Additional Costs. (a) The Borrower shall pay directly to each Lender Bank from time to time, promptly upon the request of time such Lender, the amounts as such Bank may determine to be necessary to compensate it for any reasonable costs incurred by such Lender Bank which such Lender Bank determines are directly attributable to its making or maintaining of any Revolving Loans subject to Eurodollar Loans Accounts hereunder or its obligation to make any of such LoansRevolving Loans hereunder, or any reduction in any amount receivable by such Lender Bank hereunder in respect of any such Revolving Loans or obligations such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change which:
(i) changes the basis of taxation of any amounts payable to such Lender Bank under this Agreement or its Notes Revolving Note in respect of any of such Revolving Loans (other than franchise taxes and taxes imposed on the overall net income of such Lender Bank or its Applicable Lending Office for any of such Revolving Loans by the United States of America or the jurisdiction in which such Lender Bank has its principal office Principal Office or such Applicable Lending Office);
(ii) imposes or modifies any reservereserve (other than the Reserve Requirement), special deposit, minimum capital, capital ratio 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 Lender Bank (including any of such Revolving Loans or any deposits referred to in the definition of "Eurodollar Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate); or
(iii) imposes any other condition affecting this Agreement or the Revolving Notes or any of such extensions of credit or liabilities or commitments contemplated hereunder and which results in additional cost or thereunderexpense to the Bank. Each Lender Bank will notify the Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Date date of this Agreement which will entitle such Lender Bank to compensation pursuant to this Section 4.1(a7.1(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Revolving Loans of affected by such Lender 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 LenderBank, violate any law, rule rule, or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Bank. Each Lender Bank will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender Bank for compensation under this Section 4.1(a7.1(a). If any Lender Bank requests compensation from the Borrower under this subsection Section 4.1(a7.1(a), the Borrower may, by notice to such Lender Bank (with a copy to the Administrative Agent), ) suspend the obligation of such Lender Bank to make Revolving Loans subject to Eurodollar Accounts or Continue making, Eurodollar Accounts as Eurodollar Accounts or Convert Base Rate Loans into, 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 4.4 7.4 hereof shall be applicableapplicable with respect to such Eurodollar Accounts).
(b) Without limiting the effect of the foregoing provisions of this Section 4.17.1, in the event that, by reason of any Regulatory Change, any Lender 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 Lender Bank which includes deposits by reference to which the interest rate on the Revolving 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 Lender Bank which includes Revolving Loans subject to Eurodollar Loans Accounts or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender Bank so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender Bank to make Revolving Loans subject to Eurodollar Accounts or Continue making, Eurodollar Accounts as Eurodollar Accounts or Convert Base Rate Loans into, Accounts into Eurodollar Loans Accounts hereunder shall be suspended until such the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 7.4 hereof shall be applicable).
(c) Determinations and allocations by any Lender Bank for purposes of this Section 4.1 7.1 of the effect of any Regulatory Change on its costs of maintaining its obligation to make Revolving Loans or of making or maintaining Revolving Loans or on amounts receivable by it in respect of Loans the Revolving Loans, and of the additional amounts required to compensate such Lender Bank in respect of any Additional Costs, shall be conclusive in the absence of shall, absent manifest error, be conclusive, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.
Appears in 2 contracts
Sources: Credit Agreement (Tufco Technologies Inc), Credit Agreement (Tufco Technologies Inc)
Additional Costs. (a) The Borrower shall pay directly to each Lender from time to time, promptly upon the request of time such Lender, the amounts as such Lender may determine to be necessary to compensate it for any costs incurred by such Lender which such Lender determines are attributable to its making or maintaining of any Eurodollar Loans Advances hereunder or its obligation to make any of such LoansAdvances hereunder, or any reduction in any amount receivable by such Lender hereunder in respect of any such Loans Advances or obligations such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change which:
(i) : changes the basis of taxation of any amounts payable to such Lender under this Agreement or its Notes Note in respect of any of such Loans Advances (other than taxes imposed on the overall net income of such Lender or its Applicable Lending Office for any of such Loans Advances by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office);
(ii) ; imposes or modifies any reserve, special deposit, minimum capital, capital ratio 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 Lender (including any of such Loans Advances or any deposits referred to in the definition of "Eurodollar Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate); or
(iii) or imposes any other condition affecting this Agreement or the Notes or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereundercommitments. Each Lender will notify the Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Date date of this Agreement which will entitle such Lender to compensation pursuant to this Section 4.1(a5.1(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of Advances affected by such Lender 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, violate any law, rule rule, or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. United States of America. Each Lender will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(a5.1(a). If any Lender requests compensation from the Borrower under this Section 4.1(a5.1(a), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), ) suspend the obligation of such Lender to make or Continue making, or Convert Base Rate Loans Advances into, Eurodollar Loans Advances of the Type with respect to 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 4.4 5.4 hereof shall be applicable).
(b) . Without limiting the effect of the foregoing provisions of this Section 4.15.1, in the event that, by reason of any Regulatory Change, any 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 Lender 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 Lender which includes Eurodollar Loans Advances or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue making, or Convert Base Rate Loans Advances into, Eurodollar Loans Advances hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 5.4 hereof shall be applicable).
(c) . Determinations and allocations by any Lender for purposes of this Section 4.1 5.1 of the effect of any Regulatory Change on its costs of maintaining its obligation obligations to make Loans Eurodollar Advances or of making or maintaining Loans Eurodollar Advances or on amounts receivable by it in respect of Loans Eurodollar Advances, and of the additional amounts required to compensate such Lender in respect of any Additional Costs, shall be conclusive in the absence of manifest errorconclusive, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything Limitation on Types of Advances. Anything herein to the contrary contained hereinnotwithstanding, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 if with respect to Additional Costs relating any Eurodollar Advances for any Interest Period therefor: The Agent determines (which determination shall be conclusive) that quotations of interest rates for the relevant deposits referred to any period in the definition of time which is more than 180 days prior to such Lender's request "Eurodollar Rate" in Section 1.1 hereof are not being provided in the relative amounts or for the relative maturities for purposes of determining the rate of interest for such Additional Costs, Advances as provided in this Agreement; or Required Lenders determine (which determination shall be conclusive absent manifest error) and notify the Agent that the foregoing provisions relevant rates of interest referred to in the definition of "Eurodollar Rate" in Section 1.1 hereof on the basis of which the rate of interest for such Advances for such Interest Period is to be determined do not accurately reflect the cost to the Lenders of making or maintaining such Advances for such Interest Period; then the Agent shall give the Borrower prompt notice thereof specifying the relevant amounts or periods, and so long as such condition remains in effect, the Lenders shall be under no obligation to make additional Eurodollar Advances or to Convert Base Rate Advances into Eurodollar Advances and the Borrower shall, on the last day(s) of the then current Interest Period(s) for the outstanding Eurodollar Advances, either prepay such Eurodollar Advances or Convert such Eurodollar Advances into Base Rate Advances in accordance with the terms of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactivelyAgreement.
Appears in 1 contract
Sources: Credit Agreement (Ezcorp Inc)
Additional Costs. (a) The Borrower shall pay directly to each Lender Bank ---------------- from time to time, promptly upon the request of time on demand such Lender, the amounts as such Bank may determine to be necessary to compensate it for any increased costs incurred by such Lender which such Lender Bank determines are attributable to its making or maintaining of any Eurodollar Loans a LIBOR Loan, or its obligation to make any of such Loansor maintain a LIBOR Loan, or its obligation to Convert a Base Rate Loan to a LIBOR Loan hereunder, or any reduction in any amount receivable by such Lender Bank hereunder in respect of any its LIBOR Loan or such Loans or obligations (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), in each case resulting from any Regulatory Change which:
(i1) changes the basis of taxation of any amounts payable to such Lender Bank under this Agreement or its the Notes in respect of any of such Loans LIBOR Loan (other than taxes changes in the rate of general corporate, franchise, branch profit, net income or other income tax imposed on the overall net income of such Lender Bank or its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender Bank has its principal office or such Applicable Lending Office);; or
(ii2) (other than to the extent the LIBOR Reserve Requirement is 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 requirement requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender Bank (including any of such Loans LIBOR Loan or any deposits referred to in the definition of "Eurodollar LIBOR Interest Rate" in Section 1.1 hereof1.01), but excluding the Reserve Requirement to the extent it is included in the calculation or any commitment of the Adjusted Eurodollar Ratesuch Bank (including such Bank's Loan Commitment hereunder); or
(iii3) imposes any other condition affecting this Agreement or the Notes (or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereunderliabilities). Each Lender will notify Notwithstanding the foregoing, in the event that any Bank determines that it shall incur Additional Costs in maintaining a LIBOR Loan, such Bank shall provide written notice thereof to Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Date which will entitle such Lender 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 (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender 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, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(a). If any Lender requests compensation from the Borrower under this Section 4.1(a), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend which notice shall include the obligation dollar amount of the Additional Costs, and Borrower shall have the option, which option must be exercised within five (5) Banking Days of Borrower's receipt of such Lender notice, to make prepay such LIBOR Loan or Continue making, or to Convert such LIBOR Loan into a Base Rate Loans intoLoan, Eurodollar Loans until the Regulatory Change giving rise subject, however, to such request ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable).
(b) 3.05. Without limiting the effect of the foregoing provisions of the first paragraph of this Section 4.1Section, in the event that, by reason of any Regulatory Change, any Lender 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 Lender Bank 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 Lender Bank 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 which it may hold, then, if such Lender Bank so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender Bank to make or Continue makingpermit Elections of, to Continue, or to Convert Base Rate Loans into, Eurodollar LIBOR Loans hereunder shall be suspended (in which case the provisions of Section 3.04 shall be applicable) until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable).
(c) effect. Determinations and allocations by any Lender a Bank for purposes of this Section 4.1 of the effect of any Regulatory Change pursuant to the first or second paragraph of this Section, on its costs or rate of maintaining its obligation to make Loans or return of making or maintaining Loans its Loan or portions thereof or on amounts receivable by it in respect of Loans its Loan or portions thereof, and of the additional amounts required to compensate such Lender in respect of any Additional CostsBank under this Section, shall be conclusive in the absence of absent manifest error. To the extent that changing the jurisdiction of a Bank's Applicable Lending Office would have the effect of minimizing Additional Costs, each such Bank shall use reasonable efforts to make such a change, provided that same would not otherwise be disadvantageous to each such determinations and allocations are made on a reasonable basisBank. Notwithstanding anything to the contrary contained herein, the Borrower No Bank shall not be required to make any payment of Additional Costs entitled to any Lender compensation pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 ninety (90) days prior to the date notice thereof is given to Borrower by such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactivelyBank.
Appears in 1 contract
Sources: Secured Revolving Credit Agreement (Taubman Centers Inc)
Additional Costs. (a) The Borrower shall pay directly to each Lender the Agent for the account of the Lenders from time to time, promptly upon the request of time such Lender, the amounts as a Lender may reasonably determine to be necessary to compensate it for any increased costs incurred by such Lender which such Lender determines are attributable to its making or maintaining of any Eurodollar Loans Loan under this Agreement or its obligation undertaking to make or maintain any of such LoansLoan hereunder, or any reduction in any amount receivable by such Lender hereunder in respect of any Loan or such Loans or obligations undertaking, including without limitation any increase in the amount of capital and reduced rate of return (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change applicable to such Lender which:
: (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or its Notes in respect of any of such Loans Loan (other than federal and state taxes imposed on the overall net income of such Lender or its Applicable Lending Office for on account of any of such Loans Loan by the jurisdiction in which the such Lender has its principal office is located); or such Applicable Lending Office);
(ii) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirement requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (including any of such Loans Loan or any deposits referred to in the definition of "Eurodollar Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Base Rate); or
or (iii) imposes any other condition affecting the making or maintaining of any Loan under this Agreement or the Notes or any extensions of credit or liabilities or commitments contemplated hereunder or thereunderAgreement. Each Lender will notify the Agent and the Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Date date of this Agreement which will entitle such Lender to compensation pursuant to this Section 4.1(a) Part as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and . All payments required from Borrower hereunder shall be made within fifteen (if so requested by the 15) days of Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans 's receipt of such Lender 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, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided notice that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(a). If any Lender requests compensation from the Borrower under this Section 4.1(a), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue making, or 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 4.4 hereof shall be applicable)payments are due.
(b) Without limiting the effect of the foregoing provisions of this Section 4.1Part, in the event that, by reason of any Regulatory ChangeChange applicable to a Lender, any such 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 Lender which includes deposits by reference to which the interest rate on Eurodollar Loans Base Rate is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender which includes Eurodollar Fixed Rate Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrower (with a copy to Agent and the Administrative Agent)Borrower, the obligation undertaking of such Lender to make or Continue makingrenew such Fixed Rate Loan, or Convert Base to convert any Loan to an affected Fixed Rate Loans into, Eurodollar Loans hereunder Loan shall be suspended until the date such applicable Regulatory Change ceases to be in effect effect, and Borrower shall on the last day of the then current Interest Period for such affected outstanding Loans pay or convert such Loans in accordance with this Agreement; provided, however, that this sub-paragraph (ii) does not apply to Term Loans in which case existence at the provisions of time such Lender becomes subject to such restrictions unless Section 4.4 hereof shall be 2.12 is otherwise applicable).
(c) Determinations and allocations by any a Lender for purposes of this Section 4.1 Part of the effect of any applicable Regulatory Change on its costs of maintaining its obligation to make Loans or of making or maintaining such Loans or on amounts receivable by it in respect of Loans such Loans, and of the additional amounts required to compensate such Lender in respect of any Additional Costs, shall be conclusive in the absence of manifest errorconclusive, provided that such determinations and allocations are made in good faith on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Such Lender shall provide Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for a statement setting forth in reasonable detail such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.
Appears in 1 contract
Sources: Credit Agreement (Gleason Corp /De/)
Additional Costs. (a) The Borrower Company shall pay directly to the Administrative Agent for the account of each Lender from time to time, promptly upon the request of time such Lender, the amounts as such Lender may determine to be necessary to compensate it for any costs incurred by such Lender which such Lender determines are attributable to its making or maintaining of any Eurodollar Eurocurrency Loans hereunder to the Company or its obligation to make any of such LoansLoans hereunder to the Company, or any reduction in any amount receivable by such Lender hereunder in respect of any of such Loans or obligations such obligation (such increases in costs and reductions in amounts receivable being herein called "“Additional Costs"”), in each case resulting from any Regulatory Change which:
(i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or its Notes in respect of any of such Loans (other than changes which affect taxes measured by or imposed on the overall net income of such Lender or of its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office);; or
(ii) imposes or modifies any reserve, special deposit, minimum capital, capital ratio deposit or similar requirement requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (including any of such Loans or any deposits referred to in the definition of "Eurodollar “Eurocurrency Base Rate" ” in Section 1.1 1.01 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate); or
(iii) imposes any other condition affecting this Agreement or the Notes (or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereunderliabilities). Each Lender will notify the Borrower (with a copy to Company through the Administrative Agent) Agent of any event occurring after the Closing Date date of this Agreement which will entitle such Lender to compensation pursuant to this Section 4.1(a6.01(a) (an “Additional Cost Event”) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the BorrowerCompany through the Administrative Agent) will designate a different Applicable Lending Office for the Eurodollar Eurocurrency Loans of such Lender 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, violate any law, rule or regulation or be in any way disadvantageous to such Lender, Lender (provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. United States of America) provided, that the Company 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 Company of such Additional Cost Event. Each Lender will furnish the Borrower Company with a certificate statement setting forth the basis calculations and the basis therefor, in each case in reasonable detail, and amount of each request of by such Lender for compensation under this Section 4.1(a6.01(a). If any Lender requests compensation from the Borrower Company under this Section 4.1(a6.01(a), the Borrower Company may, by notice to such Lender (with a copy to through the Administrative Agent), suspend the obligation of such Lender to make or Continue making, or Convert Base Rate additional Eurocurrency Loans into, Eurodollar Loans to the Company until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 6.04 hereof shall be applicable).
(b) Without limiting the effect of the foregoing provisions of this Section 4.16.01, in the event that, by reason of any Regulatory Change, any 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 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 Lender which includes Eurodollar Eurocurrency Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrower Company (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, 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 4.4 6.04 hereof shall be applicable).
(c) Determinations and allocations by any Lender for purposes of this Section 4.1 6.01 of the effect of any Regulatory Change on its costs of maintaining its obligation obligations to make Loans or of making or maintaining Loans or on amounts receivable by it in respect of Loans Loans, and of the additional amounts required to compensate such Lender in respect of any Additional Costs, shall be conclusive in the absence of absent manifest error, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein.
(d) If any Lender demands compensation under this Section, the Borrower shall not be required to make Company may, at any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days upon at least three (3) Business Days’ prior notice to such Lender through the Administrative Agent, convert in full the then outstanding Eurocurrency Loans of such Lender (in which case the Company shall be obligated, if such conversion is made on a day that is not the last day of the then current Interest Period applicable to such affected Eurocurrency Loan, to reimburse such Lender's request , in accordance with Section 6.05, for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply any resulting loss or expense incurred by it) to Additional Costs attributable to any Regulatory Change which takes effect retroactivelyan ABR Loan.
Appears in 1 contract
Sources: Credit Agreement (Iron Mountain Inc)
Additional Costs. (a) The Borrower shall pay directly to each Lender from time to time, promptly upon the request of such Lender, the costs incurred by such Lender which such Lender determines are attributable to its making or maintaining of If any Eurodollar Loans or its obligation to make any of such Loans, or any reduction Change in any amount receivable by such Lender hereunder in respect of any such Loans or obligations (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change whichLaw shall:
(i) changes impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the basis of taxation of any amounts payable to such Lender under this Agreement account of, or its Notes in respect of any of such Loans (other than taxes imposed on the overall net income of such Lender or its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office)credit extended by, Citibank;
(ii) imposes or modifies any reserve, 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 Lender (including any of such Loans or any deposits referred to in the definition of "Eurodollar Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate); or
(iii) imposes impose on Citibank any other condition affecting this Agreement or any Credit; or
(iii) change the Notes or any extensions basis of credit or liabilities or commitments contemplated hereunder or thereunder. Each Lender will notify taxation of payments to Citibank in respect thereof (except for Indemnified Taxes, Excluded Taxes and changes in the Borrower (with a copy to rate of tax on the Administrative Agent) overall net income of Citibank); and the result of any event occurring after the Closing Date which will entitle such Lender 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 (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender 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, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(a). If any Lender requests compensation from the Borrower under this Section 4.1(a), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue making, or 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 4.4 hereof shall be applicable).
(b) Without limiting the effect of the foregoing provisions of this Section 4.1, in the event that, by reason of any Regulatory Change, any 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 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 Lender which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case increase the provisions of Section 4.4 hereof shall be applicable).
(c) Determinations and allocations by any Lender for purposes of this Section 4.1 of the effect of any Regulatory Change on its costs of maintaining its obligation cost to make Loans or Citibank of making or maintaining Loans any Credit or on amounts to reduce the amount of any sum received or receivable by Citibank, then the Applicant agrees that it will pay to Citibank such additional amount or amounts as will compensate Citibank for such additional costs incurred or reduction suffered. Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in respect of Loans each case pursuant to Basel III, and (ii) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a Change in Law, regardless of the additional date enacted, adopted or issued. A certificate of Citibank setting forth Citibank’s good faith determination of the amount or amounts required necessary to compensate such Lender in respect of any Additional Costs, it as specified above shall be delivered to the Applicant and shall be conclusive in the absence of and binding upon all parties hereto absent manifest error. The Applicant shall pay Citibank the amount shown as due on any such certificate within 10 days after receipt thereof by the Applicant; provided, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower Applicant shall not be required to make any payment of Additional Costs to any Lender compensate Citibank pursuant to this Section 4.1 with respect to Additional Costs relating to for any period of time which is increased costs or reductions incurred more than 180 90 days prior to the date that Citibank notifies the Applicant of the Change in Law giving rise to such Lender's request increased costs or reductions and of Citibank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 90 day period referred to above shall be extended to include the period of retroactive effect thereof. Notwithstanding any other provision of this Section, Citibank shall not demand compensation for any increased cost or reduction pursuant to this Section if Citibank is not demanding such Additional Costs, provided that the foregoing compensation in similar circumstances under comparable provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactivelyother credit agreements.
Appears in 1 contract
Sources: Continuing Agreement for Standby Letters of Credit (Xl Group PLC)
Additional Costs. (a) The Each Borrower shall pay directly to the Administrative Agent for the account of each Lender from time to time, promptly upon the request of time such Lender, the amounts as such Lender may determine to be necessary to compensate it for any costs incurred by such Lender which such Lender determines are attributable to its making or maintaining of any Eurodollar Eurocurrency Loans hereunder to such Borrower or its obligation to make any of such LoansLoans hereunder to such Borrower, or any reduction in any amount receivable by such Lender hereunder in respect of any of such Loans or obligations such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional CostsADDITIONAL COSTS"), in each case resulting from any Regulatory Change which:
(i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or its Notes in respect of any of such Loans (other than changes which affect taxes measured by or imposed on the overall net income of such Lender or of its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office);; or
(ii) imposes or modifies any reserve, special deposit, minimum capital, capital ratio deposit or similar requirement requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (including any of such Loans or any deposits referred to in the definition of "Eurodollar Eurocurrency Base Rate" in Section 1.1 1.01 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate); or
(iii) imposes any other condition affecting this Agreement or the Notes (or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereunderliabilities). Each Lender will notify the relevant Borrower (with a copy to through the Administrative Agent) Agent of any event occurring after the Closing Date date of this Agreement which will entitle such Lender to compensation pursuant to this Section 4.1(a6.01(a) (an "ADDITIONAL COST EVENT") as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the BorrowerCompany through the Administrative Agent) will designate a different Applicable Lending Office for the Eurodollar Eurocurrency Loans of such Lender 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, violate any law, rule or regulation or be in any way disadvantageous to such Lender, Lender (provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. United States of America) PROVIDED, that a Borrower 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 such Borrower of such Additional Cost Event. Each Lender will furnish the relevant Borrower with a certificate statement setting forth the basis calculations and the basis therefor, in each case in reasonable detail, and amount of each request of by such Lender for compensation under this Section 4.1(a6.01(a). If any Lender requests compensation from the a Borrower under this Section 4.1(a6.01(a), the relevant Borrower may, by notice to such Lender (with a copy to through the Administrative Agent), suspend the obligation of such Lender to make or Continue making, or Convert Base Rate additional Eurocurrency Loans into, Eurodollar Loans to such Borrower until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 6.04 hereof shall be applicable).
(b) Without limiting the effect of the foregoing provisions of this Section 4.16.01, in the event that, by reason of any Regulatory Change, any 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 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 Lender which includes Eurodollar Eurocurrency Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the relevant Borrower (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, 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 4.4 6.04 hereof shall be applicable).
(c) Determinations and allocations by any Lender for purposes of this Section 4.1 6.01 of the effect of any Regulatory Change on its costs of maintaining its obligation obligations to make Loans or of making or maintaining Loans or on amounts receivable by it in respect of Loans Loans, and of the additional amounts required to compensate such Lender in respect of any Additional Costs, shall be conclusive in the absence of absent manifest error, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein.
(d) If any Lender demands compensation under this Section, the relevant Borrower may, at any time upon at least three (3) Business Days' prior notice to such Lender through the Administrative Agent, convert in full the then outstanding Eurocurrency Loans of such Lender (in which case the relevant Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which obligated, if such conversion is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.made
Appears in 1 contract
Additional Costs. (a) The Borrower shall pay directly to each Lender Bank from time to time, promptly upon within ten days after the written request of such LenderBank, the costs incurred by such Lender Bank which such Lender Bank reasonably determines are attributable to its making or maintaining of any Eurodollar LIBOR Loans or its obligation to make any of such Loans, or any reduction in any amount receivable by such Lender Bank hereunder in respect of any such Loans or obligations (such increases in costs and reductions in amounts receivable being herein called "“Additional Costs"”), resulting from any Regulatory Change occurring after the Closing Date which:
(i) changes the basis of taxation of any amounts payable to such Lender Bank under this Agreement or its Notes in respect of any of such Loans (other than income taxes imposed on the overall net and franchise taxes attributable to income of such Lender Bank or its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender Bank has its principal office or such Applicable Lending Office);
(ii) imposes or modifies any reserve, 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 Lender Bank (including any of such Loans or any deposits referred to in the definition of "Eurodollar “LIBOR Rate" ” in Section 1.1 hereof, but excluding the LIBOR Reserve Requirement Percentage to the extent it is included in the calculation of the Adjusted Eurodollar LIBOR Rate); or
(iii) imposes any other condition affecting this Agreement or the Notes or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereundercommitments. Each Lender applicable Bank will notify the Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Date which will entitle such Lender Bank to compensation pursuant to this Section 4.1(a2.22(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Borrower) will will, if and to the extent that it is reasonably feasible for such Bank to do so given administrative and other considerations, designate a different Applicable Lending Office for the Eurodollar LIBOR Loans of such Lender Bank if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole reasonable opinion of such LenderBank, violate any lawLaw, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Bank. Each Lender applicable Bank will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender Bank for compensation under this Section 4.1(a2.22(a). If any Lender Bank requests compensation from the Borrower under this Section 4.1(a2.22(a), the Borrower may, by notice to such Lender Bank (with a copy to the Administrative Agent), suspend the obligation of such Lender Bank to make or Continue making, or Convert Base Rate Loans into, Eurodollar LIBOR Loans until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 2.25 hereof shall be applicable).
(b) Without limiting the effect of the foregoing provisions of this Section 4.12.22, in the event that, by reason of any Regulatory Change, any Lender 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 Lender Bank 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 Lender Bank which includes Eurodollar LIBOR Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender Bank so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender Bank to make or Continue making, or Convert Base Rate Loans into, Eurodollar LIBOR Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 2.25 hereof shall be applicable).
(c) Determinations and allocations by any Lender Bank for purposes of this Section 4.1 2.22 of the effect of any Regulatory Change on its costs of maintaining its obligation to make Loans or issue Letters of Credit or of making or maintaining Loans or issuing Letters of Credit or on amounts receivable by it in respect of Loans or Letters of Credit, and of the additional amounts required to compensate such Lender Bank in respect of any Additional Costs, shall be conclusive in the absence of manifest error, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.
Appears in 1 contract
Sources: Credit Agreement (Frozen Food Express Industries Inc)
Additional Costs. (a) The If, after the date hereof, any change in any Capital Adequacy Regulation or Regulatory Change or in the interpretation thereof by any Governmental Authority charged with the administration thereof either (a) imposes, modifies or deems applicable any reserve, special-deposit or similar requirement against loans, letters of credit, guaranties, or other extensions of credit made or issued by or participated in, or assets held by, or deposits in or for the account of, any Letter of Credit Issuer or any Lender or (b) imposes on any Letter of Credit Issuer or any Lender any other condition regarding this Agreement, such Letter of Credit Issuer, such Lender or any Letter of Credit, and the result of any event referred to in the preceding clause (a) or (b) is to increase the cost to any Letter of Credit Issuer or any Lender of making or maintaining any Loan or issuing or maintaining any Letter of Credit or purchasing or maintaining any participation therein, then, upon demand by such Letter of Credit Issuer or such Lender through the Administrative Agent, the Borrower will pay to the Administrative Agent for the account of such Letter of Credit Issuer or such Lender, from time to time as specified by such Letter of Credit Issuer or such Lender through the Administrative Agent, additional amounts sufficient to compensate such Letter of Credit Issuer or such Lender for such increased cost and such Letter of Credit Issuer or Lender as of such date may, at the Borrower's option, upon written notice to the Administrative Agent and such Letter of Credit Issuer or Lender, be treated as a Declining Lender pursuant to Section 3.11 of this Agreement. A certificate as to the amount of such increased cost (including reasonable detail concerning the basis therefor), submitted to the Borrower (with a copy to the Administrative Agent) by such Letter of Credit Issuer or such Lender, shall be conclusive and binding for all purposes, absent manifest error. In addition, the Borrower shall pay directly to each Lender from time to time, promptly upon the request of time such Lender, the costs incurred by amounts as such Lender which may reasonably determine to be necessary to compensate such Lender determines for any increase in costs that are attributable to its making or maintaining of any Alternative Base Rate Loans or Eurodollar Rate Loans or its obligation to make any of such LoansAlternative Base Rate Loans or Eurodollar Rate Loans hereunder, or any reduction in any amount receivable by such Lender hereunder in respect of any of such Loans or obligations such obligation (such increases in costs and reductions in amounts receivable being herein called "“Additional Costs"”), resulting from any Regulatory Change whichthat:
(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 Lender under this Agreement or its Notes Note in respect of any of such Loans (other than taxes imposed excluding changes in the rate of tax on the overall net income of such Lender or its of such Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office);; or
(ii) imposes or modifies any reserve, special deposit, minimum capital, capital ratio deposit or similar requirement requirements (including any Reserve Requirement utilized in the determination of the Alternative Base Rate for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (including any of such Loans or any deposits referred to in the definition of "Eurodollar “Alternative Base Rate" ” in Section 1.1 hereof1.01 of this Agreement), but excluding or any uncommitted obligation of such Lender (including the Reserve Requirement to the extent it is included in the calculation uncommitted obligations of the Adjusted Eurodollar Ratesuch Lender hereunder); or
(iii) imposes any other condition (other than addressed in Section 5.07 of this Agreement) affecting this Agreement or the Notes its Note (or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereunder. Each Lender will notify the Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Date which will entitle such Lender 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 (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender 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, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(aliabilities). If any Lender requests compensation from the Borrower under this Section 4.1(a)5.01(a) of this Agreement, the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender thereafter to make or Continue making, Alternative Base Rate or Eurodollar Rate Loans or to Convert Eurodollar Rate Loans into Alternative Base Rate Loans intoor vice versa, Eurodollar Loans until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 hereof 5.04 of this Agreement shall be applicable), provided, however, that such suspension shall not affect the right of such Lender to receive the compensation so requested.
(b) Without limiting the effect of the foregoing provisions of Section 5.01(a) of this Section 4.1Agreement, in the event that, by reason of any Regulatory Change, any 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 Lender which that includes deposits by reference to which the interest rate on Alternative Base Rate Loans or Eurodollar Rate Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender which that includes Alternative Base Rate Loans or Eurodollar Loans Rate Loans, as the case may be, or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which that it may hold, then, if such Lender so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue makingContinue, or to Convert Base Eurodollar Rate Loans into, Eurodollar Alternative Base Rate Loans hereunder (or vice versa) shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof 5.04 of this Agreement shall be applicable)) and such Lender as of such date may, at the Borrower's option, upon written notice to the Administrative Agent and such Lender, be treated as a Declining Lender pursuant to Section 3.11 of this Agreement.
(c) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Borrower shall pay directly to each Lender from time to time on request such amounts as such Lender may reasonably determine to be necessary to compensate such Lender (or, without duplication, the bank holding company or other holding company of which such Lender is a subsidiary) for any costs (which increases in cost, or reductions in amount receivable, shall be the result of such Lender's or holding company's reasonable allocation of the aggregate of such increases or reductions resulting from such event) that are attributable to the maintenance by such Lender (or any Applicable Lending Office or such bank holding company or other 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 implemented after the date hereof following any Regulatory Change, including without limitation instituting 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 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 Loans (such compensation to include an amount equal to any reduction of the rate of return on assets or equity of such Lender (or any Applicable Lending Office or such bank holding company or other holding company) to a level below that which such Lender (or any Applicable Lending Office or such bank holding company or other holding company) could have achieved but for such law, regulation, interpretation, directive or request).
(d) Each Lender shall notify the Borrower 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; provided, however, 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 opinion of such Lender, be disadvantageous to such Lender, and (iii) each affected Lender shall use best efforts to take other measures as such Lender may deem reasonable, if as a result thereof the circumstances which would cause the additional amounts which would otherwise be required to be paid to such Lender pursuant to paragraph (a) or (c) of this Section 5.01 would be materially reduced. 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 4.1 5.01 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 of making or maintaining Loans Loans, or on amounts receivable by it in respect of Loans Loans, and of the additional amounts required to compensate such Lender in respect of any Additional Costsunder this Section 5.01, shall be conclusive in the absence of manifest errorconclusive, provided that such determinations and allocations are made on a reasonable basis. basis and do not evidence manifest error.
(e) Notwithstanding anything to the contrary contained hereinany other provision of this Section 5.01, the Borrower shall not be required to make any payment of no Additional Costs shall be payable to any Lender pursuant to this Section 4.1 with respect to the extent that such Additional Costs relating to any period result from the gross negligence or willful misconduct of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.
Appears in 1 contract
Sources: Uncommitted Revolving Credit Agreement (Tesoro Corp /New/)
Additional Costs. (a) The Borrower shall Transferor shall, subject to Section 9.11(b), pay directly to each Lender any Affected Party from time to time, promptly upon the request time on demand of such LenderAffected Party, the such amounts as such Affected Party may reasonably determine to be necessary to compensate it for any increase in costs incurred by which any such Lender which such Lender party reasonably determines are attributable to its making acquiring or committing to acquire the Transferred Assets or maintaining all or any portion of any Eurodollar Loans or its obligation to make any of such Loansthe Net Investment under this Agreement, or any reduction in any amount receivable by such Lender Affected Party hereunder in respect of any such Loans or obligations under the relevant Conduit Support Document (such increases in costs costs, payments and reductions in amounts receivable being herein called "“Additional Costs"), ”) resulting from any Regulatory Change which:
or from time to time complying with, or implementing, any Regulatory Change, which (i) changes the method or basis of taxation in the jurisdiction in which the party claiming Additional Costs is organized or in which the party claiming Additional Costs maintains its lending office for the transactions contemplated hereby of (A) any amounts payable to such Lender Affected Party, under this Agreement or its Notes any relevant Conduit Support Document or (B) such amounts when considered together with any amounts to be paid by any Affected Party who is a Conduit Purchaser in respect of any of such Loans (other than taxes imposed on the overall net income of such Lender its Commercial Paper or its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office);
(ii) imposes or modifies any reserve, special deposit, minimum capitaldeposit insurance or assessment, capital ratio or similar requirement requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender any Conduit Purchaser, Committed Purchaser or Conduit Support Provider. Notwithstanding the foregoing, the Transferor shall not be required to make any payment under this Section 8.3 relating to (including i) any of such Loans or any deposits referred to in the definition of "Eurodollar Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is amount included in the calculation computation of LIBOR, or (ii) increased expenses incurred, amounts not received, or required payments made more than 60 days prior to the date of the Adjusted Eurodollar Rate); or
(iii) imposes any other condition affecting this Agreement or certificate of notice of such Additional Costs delivered by the Notes or any extensions of credit or liabilities or commitments contemplated hereunder or thereunder. Each Lender will notify the Borrower (with a copy Affected Party to the Administrative Agent) of Transferor. If at any event occurring after the Closing Date which will entitle such Lender time a demand for payment is to compensation be made pursuant to this Section 4.1(a) as promptly as practicable after it obtains knowledge thereof and determines 8.3(a), the applicable Affected Party shall deliver to request such compensation, and (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender 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, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with Transferor a certificate in reasonable detail setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(a). If any Lender requests compensation from the Borrower under this Section 4.1(a), the Borrower may, by notice to be paid to such Lender (with a copy to the Administrative Agent), suspend the obligation of Affected Party at such Lender to make or Continue making, or 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 4.4 hereof shall be applicable)time.
(b) Without limiting the effect of the foregoing provisions of this Section 4.1, in the event that, by reason of any Regulatory Change, any 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 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 Lender which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable).
(c) Determinations and allocations by any Lender the Affected Party for purposes of this Section 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, 8.3 shall be conclusive in the absence of manifest error, provided that such determinations and allocations are made in good faith and on a reasonable basis. Notwithstanding anything , reasonable written evidence (including an explanation of the applicable Regulatory Change and a reasonably detailed computation of an accounting for any amounts demanded) of which shall be provided to the Transferor upon request.
(c) Anything in this Section 8.3 to the contrary contained hereinnotwithstanding, if the Borrower Affected Party is a Conduit Purchaser and such Affected Party enters into agreements for the acquisition of interests in receivables from Other Transferors, such Affected Party shall not be required to make allocate ratably among the Transferor and such Other Transferors the liability for any payment of Additional Costs to any Lender pursuant to amounts under this Section 4.1 with respect to Additional Costs relating to any period of time 8.3 (“Section 8.3 Costs”) which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs are attributable to any Regulatory Change which takes effect retroactively.the Transferor and Other Transferors which
Appears in 1 contract
Sources: Receivables Purchase and Administration Agreement (T-Mobile US, Inc.)
Additional Costs. (a) The Borrower shall pay directly to each Lender Bank from time to time, promptly upon the request of time such Lender, the amounts as such Bank may reasonably determine to be necessary to compensate it for any costs incurred by such Lender Bank which such Lender 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 of such LoansLoans hereunder or issue or participate in any Letter of Credit, or any reduction in any amount receivable by such Lender Bank hereunder in respect of any such Loans or obligations 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 which:
(i) changes the basis of taxation of any amounts payable to such Lender Bank under this Agreement or its Notes in respect of any of such Loans (other than franchise taxes and taxes imposed on the overall net income of such Lender Bank or its Applicable Lending Office for any of such Loans by the United States of America or the jurisdiction in which such Lender Bank has its principal office Principal Office or such Applicable Lending Office);
(ii) imposes or modifies any reserve, special deposit, minimum capital, capital ratio 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 Lender Bank (including any of such Loans or any deposits referred to in the definition of "Eurodollar Libor Rate" in Section 1.1 hereof, hereof but excluding the any Reserve Requirement to the extent it is included already taken into account in the calculation of calculating the Adjusted Eurodollar Libor Rate); or
(iii) imposes any other condition affecting this Agreement or the Notes or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereundercommitments. Each Lender Bank will notify the Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Date date of this Agreement which will entitle such Lender Bank to compensation pursuant to this Section 4.1(asubsection 5.1(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of affected by such Lender 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 LenderBank, violate any law, rule rule, or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Bank. Each Lender Bank will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender Bank for compensation under this Section 4.1(asubsection 5.1(a). If any Lender Bank requests compensation from the Borrower under this Section 4.1(asubsection 5.1(a), the Borrower may, by notice to such Lender Bank (with a copy to the Administrative Agent), ) suspend the obligation of such Lender Bank to issue or participate in Letters of Credit or to make Loans subject to Libor Accounts or Continue making, Libor Accounts as Libor Accounts or Convert Base Rate Loans into, Eurodollar Loans Accounts into Libor Accounts until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 5.4 hereof shall be applicableapplicable with respect to such Libor Accounts). 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 compensation.
(b) Without limiting the effect of the foregoing provisions of this Section 4.15.1, in the event that, by reason of any Regulatory Change, any Lender 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 Lender Bank 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 Lender Bank 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 which it may hold, then, if such Lender Bank so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender Bank to make Loans subject to Libor Accounts or Continue making, Libor Accounts as Libor Accounts or Convert Base Rate Loans into, Eurodollar Loans 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 provisions of Section 4.4 5.4 hereof shall be applicable).
(c) Determinations and allocations by any Lender Bank for purposes of this Section 4.1 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 additional amounts required to compensate such Lender Bank in respect of any Additional Costs, shall be conclusive in the absence of shall, absent manifest error, constitute prima facie evidence of the accuracy thereof, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything Additionally, each Bank shall, upon request by the Borrower, take requested measures to mitigate the contrary contained herein, Additional Costs which the Borrower is required to pay to any Bank if such measures can, in the sole and absolute opinion of such Bank be taken without such Bank suffering any economic, legal, regulatory or other disadvantage (provided, however, that no such Bank shall not be required to make any payment designate a funding office that is not located in the United States of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactivelyAmerica).
Appears in 1 contract
Sources: Credit Agreement (Richmont Marketing Specialists Inc)
Additional Costs. (a) The applicable Borrower shall pay directly to each the applicable Lender from time to time, promptly upon the request of time on demand such Lender, the costs incurred by amounts as such Lender may determine to be necessary to compensate it for any increased costs which such Lender determines are attributable to its making or maintaining of any Eurodollar Loans Libor Rate Loan to such Borrower, or its obligation to make convert any of such LoansChase Manhattan Bank Rate Loan to a Libor Rate Loan hereunder, or any reduction in any amount receivable by such Lender hereunder in respect of any of such Libor Rate Loans or obligations such obligation (such increases in costs and reductions in amounts receivable being herein called "“Additional Costs"”), resulting from any Regulatory Change which:
(ia) changes the basis of taxation of any amounts payable to such Lender under this Financing Agreement or its Notes the Revolving Credit Loans or the Revolving Credit Note in respect of any of such Libor Rate Loans (other than taxes changes in the rate of net income tax imposed on the overall net income of such Lender or its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender has its principal office or such Applicable Lending OfficeLender);; or
(iib) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirement requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (including any of such Libor Rate Loans or any deposits referred to in the definition of "Eurodollar “Libor Rate" ” in Section 1.1 1.01 hereof), but excluding or the Reserve Requirement to the extent it is included in the calculation Lender Loan Commitment of the Adjusted Eurodollar Rate)such Lender; or
(iiic) imposes any other condition affecting this Financing Agreement or the Notes Revolving Credit Loans or the Revolving Credit Note (or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereunder. Each Lender will notify the Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Date which will entitle such Lender 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 (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender 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, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(aliabilities). If any Lender requests compensation from the Borrower under this Section 4.1(a), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue making, or 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 4.4 hereof shall be applicable).
(b) Without limiting the effect of the foregoing provisions of the first paragraph of this Section 4.13.17, in the event that, by reason of any Regulatory Change, any a Lender 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 Lender which includes deposits by reference to which the interest rate on Eurodollar Loans Libor Rate is determined as provided in this Financing Agreement or a category of extensions of credit or other assets of such Lender which includes Eurodollar Revolving Credit Loans based on the Libor Rate or (ii2) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrower (with a copy to Borrowers and the Administrative Agent), the obligation of such Lender to make or Continue makingcontinue, or Convert Base to convert Chase Manhattan Bank Rate Loans into, Eurodollar Libor Rate Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 3.20 hereof shall be applicable).
(c) Determinations and allocations by any Lender for purposes of this Section 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, shall be conclusive in the absence of manifest error, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.
Appears in 1 contract
Additional Costs. (a) The Borrower shall pay directly to each Lender from time to timeIf, promptly upon the request of such Lender, the costs incurred by such Lender which such Lender determines are attributable to its making or maintaining as a result of any Eurodollar Loans or its obligation to make any of such Loans, or any reduction in any amount receivable by such Lender hereunder in respect of any such Loans or obligations (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change whichChange:
(i) changes any Lender or any Issuing Lender shall be subject to any tax of any kind whatsoever with respect to amounts payable to it under this Agreement or any Eurodollar Loan made by it, or the basis of taxation of any amounts payable payments to such Lender under this Agreement or its Notes such Issuing Lender in respect thereof is changed (except, in each case, for Non-Excluded Taxes covered by Section 2.14, taxes described in clauses (x) through (z) of any Section 2.14(a), net income taxes, franchise taxes, and branch profits taxes, and changes in the rate of such Loans (other than taxes imposed tax on the overall net income of such Lender or its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender has its principal office or such Applicable Lending OfficeLender);; or
(ii) imposes or modifies any reserve, special deposit, minimum capitalcapital adequacy, capital ratio liquidity, compulsory loan or similar requirement requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, any Lender or commitments any Issuing Lender, which requirements are generally applicable to extensions of credit or other assets of, or deposits with or other liabilities of, such Lender (including any of or such Loans Issuing Lender, are imposed, modified, or any deposits referred to in the definition of "Eurodollar Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate)deemed applicable; or
(iii) imposes any other condition affecting this Agreement Agreement, any Eurodollar Loans or any Letter of Credit or participation therein is imposed on any Lender or any Issuing Lender after the date hereof, which condition is generally applicable to loans made by such Lender or such Issuing Lender; and any Lender or any Issuing Lender, as the case may be, determines that, by reason thereof, the cost to such Lender or Issuing Lender (or a holding company of any Lender or Issuing Lender) of making or maintaining its Commitment or any of its Eurodollar Loans to the Borrower, or the Notes cost (including reduced rate of return) to such Lender or Issuing Lender of participating in, issuing or maintaining any Letter of Credit, as the case may be, is increased or any extensions amount receivable by such Lender or Issuing Lender hereunder in respect of credit any of such Loans or liabilities Letters of Credit is reduced or commitments contemplated hereunder the rate of return on such Lender’s or thereunderIssuing Lender’s (or holding company’s) capital is reduced (taking into consideration such Lender’s or holding company’s policies with respect to capital adequacy and liquidity), in each case by an amount reasonably deemed by such Lender or Issuing Lender to be material (such increases in cost and reductions in amounts receivable being herein called “Additional Costs”),then the Borrower shall pay to such Lender or Issuing Lender, as the case may be, upon its request the additional amount or amounts as will compensate such Lender or Issuing Lender, as the case may be, for such Additional Costs within 15 Business Days after written notice of such Additional Costs is received by the Borrower; provided, however, that if all or any such Additional Costs would not have been payable or incurred but for such Lender’s or Issuing Lender’s voluntary decision to designate a new Lending Office, the Borrower shall have no obligation under this Section 2.13 to compensate such Lender or Issuing Lender for such amount relating to such Lender’s or Issuing Lender’s decision; provided, further, that the Borrower shall not be required to make any payments to such Lender or Issuing Lender for Additional Costs incurred more than 60 days prior to the date that such Lender or Issuing Lender, as the case may be, notifies the Borrower of such Lender’s or Issuing Lender’s intention to claim compensation therefor.
(b) Without limiting the effect of the provisions of Section 2.13(a) (but without duplication thereof), the Borrower will pay to any Lender, within 15 Business Days of receipt by the Borrower of notice from such Lender, for each day such Lender is required to maintain reserves against “Eurocurrency liabilities” under Regulation D of the Board as in effect on the date of this Agreement, an additional amount determined by such Lender equal to the product of the following:
(i) the principal amount of the Eurodollar Loan;
(ii) the remainder of (x) a fraction the numerator of which is the Eurodollar Rate for such Eurodollar Loan and the denominator of which is one minus the rate at which such reserve requirements are imposed on such Lender on such day minus (y) such numerator; and
(iii) 1/360. Such Lender shall request payment under this Section 2.13(b) by giving notice to the Borrower as of the last day of each Interest Period for each Eurodollar Loan (and, if such Interest Period exceeds three months’ duration, also as of three months, or a whole multiple thereof, after the first day of such Interest Period). Such notice shall specify the basis for requesting such compensation and the method for determining the amount thereof. Such Lender shall provide any evidence of such requirement to maintain reserves as the Borrower may reasonably request.
(c) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a Regulatory Change, regardless of the date enacted, adopted, issued or implemented.
(d) Each Lender will notify the Borrower (with a copy to and the Administrative Agent) Agent of any event Regulatory Change occurring after the Closing Date date of this Agreement which will entitle such Lender or Issuing Lender, as the case may be, to compensation pursuant to this Section 4.1(a2.13(a) or (c) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of . If such Lender 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, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(a). If any Issuing Lender requests compensation from the Borrower under this Section 4.1(a2.13(a) or (c), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent)or Issuing Lender, suspend the obligation of as applicable, require that such Lender to make or Continue making, or 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 4.4 hereof shall be applicable).
(b) Without limiting the effect of the foregoing provisions of this Section 4.1, in the event that, by reason of any Regulatory Change, any Issuing 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 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 Lender which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice forward to the Borrower (with a copy to statement setting forth the Administrative Agent), basis for requesting such compensation and the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case method for determining the provisions of Section 4.4 hereof shall be applicable).
(c) amount thereof. Determinations and allocations by any Lender or Issuing Lender for purposes of this Section 4.1 2.13 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, shall be conclusive in the absence of manifest errorconclusive, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactivelyabsent manifest error.
Appears in 1 contract
Sources: Credit Agreement
Additional Costs. (a) The Borrower shall pay directly to each Lender from time to time, promptly upon the request of such Lender, the costs incurred by such Lender which such Lender determines are attributable to its making or maintaining of any Eurodollar Loans or its obligation to make any of such Loans, or any reduction in any amount receivable by such Lender hereunder in respect of any such Loans or obligations (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change which:
(i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or its Notes in respect of any of such Loans (other than taxes imposed on the overall net income of such Lender or its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office);
(ii) imposes or modifies any reserve, 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 Lender (including any of such Loans or any deposits referred to in the definition of "Eurodollar Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate); or
(iii) imposes any other condition affecting this Agreement or the Notes or any extensions of credit or liabilities or commitments contemplated hereunder or thereunder. Each Lender will notify the Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Date which will entitle such Lender 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 (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender 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, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(a). If any Lender requests compensation from the Borrower under this Section 4.1(a), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue making, or 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 4.4 hereof shall be applicable).
(b) Without limiting the effect of the foregoing provisions of this Section 4.1, in the event that, by reason of any Regulatory Change, any 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 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 Lender which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue making, or Convert Base Prime Rate Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable).
(c) Determinations and allocations by any Lender for purposes of this Section 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, shall be conclusive in the absence of manifest error, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 120 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.
Appears in 1 contract
Additional Costs. (a) The Borrower shall pay directly to each Lender Administrative Agent, for the account of the applicable Lender, from time to timetime within thirty (30) days after demand, promptly upon the request of such Lender, the any increased costs actually incurred by such Lender which such Lender determines are attributable to resulting from its making or maintaining of any Eurodollar Loans a LIBOR Loan, or its obligation to make any of such Loansor maintain a LIBOR Loan, or its obligation to Convert a Base Rate Loan to a LIBOR Loan hereunder, or any reduction in any amount receivable by such Lender hereunder in respect of any its LIBOR Loan or such Loans or obligations (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), in each case resulting from any Regulatory Change which:
(i1) changes the basis of taxation of any amounts payable to such Lender under this Agreement or its Notes the Note in respect of any of such Loans LIBOR Loan (other than taxes changes in the rate of general corporate, franchise, branch profit, net income or other income tax imposed on the overall net income of such Lender or its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office);; or
(ii2) (other than to the extent the LIBOR Reserve Requirement is 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 requirement requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (including any of such Loans LIBOR Loan or any deposits referred to in the definition of "Eurodollar LIBOR Interest Rate" in Section 1.1 hereof1.01), but excluding the Reserve Requirement to the extent it is included in the calculation or any commitment of the Adjusted Eurodollar Ratesuch Lender (including such Lender's Loan Commitment hereunder); or
(iii3) imposes any other condition affecting this Agreement or the Notes Note (or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereunderliabilities). Each In connection with the foregoing, each Lender will notify agrees not to seek compensation from Borrower for any Additional Costs unless such Lender is generally seeking similar compensation for such Additional Costs from its similarly situated borrowers and each Lender shall use commercially reasonable efforts to mitigate the Borrower amount of Additional Costs (with a copy to the Administrative Agent) of any event occurring after the Closing Date which will entitle shall not require such Lender to compensation pursuant incur any material costs or to this Section 4.1(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender if such designation will avoid the need for, restructure or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, violate reallocate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(aassets other than its Loan). If any Lender requests compensation from the Borrower under this Section 4.1(a), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue making, or 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 4.4 hereof shall be applicable).
(b) Without limiting the effect of the foregoing provisions of the first paragraph of this Section 4.1Section, in the event that, by reason of any Regulatory Change, any 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 of other liabilities of such Lender which includes deposits by reference to which the interest rate on Eurodollar Loans LIBOR Interest Rate is determined as provided in this Agreement herein or a category of extensions of credit or other assets of such Lender which includes Eurodollar Loans loans based on the LIBOR Interest Rate or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue makingpermit Elections of, to Continue, or to Convert Base Rate Loans into, Eurodollar LIBOR Loans hereunder shall be suspended (in which case the provisions of Section 3.04 shall be applicable) until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable).
(c) effect. Determinations and allocations by any a Lender for purposes of this Section 4.1 of the effect of any Regulatory Change pursuant to the first or second paragraph of this Section, on its costs or rate of maintaining its obligation to make Loans or return of making or maintaining Loans its Loan or portions thereof or on amounts receivable by it in respect of Loans its Loan or portions thereof, and of the additional amounts required to compensate such Lender in respect of any Additional Costsunder this Section, shall be conclusive in the absence of absent manifest error, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.
Appears in 1 contract
Sources: Secured Loan Agreement (Reckson Associates Realty Corp)
Additional Costs. (a) The Borrower shall pay directly to the Agent for the ---------------- account of each Lender from time to time, promptly upon the request of time such Lender, the amounts as such Lender may determine to be necessary to compensate it for any costs incurred by such Lender which such Lender determines are attributable to its making or maintaining of any Eurodollar LIBOR Loans hereunder or its obligation to make any of such LoansLoans hereunder, or any reduction in any amount receivable by such Lender hereunder in respect of any LIBOR Loan or such Loans or obligations obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), in each case ---------------- resulting from any Regulatory Change which:
(i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or its the Notes in respect of any of such Loans (other than taxes imposed on the overall net income of such Lender or its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office);LIBOR Loan; or
(ii) imposes or modifies any reserve, special deposit, minimum capital, capital ratio deposit or similar requirement requirements (other than the Reserve Requirement, to the extent it is taken into consideration in determining the LIBOR Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (including any of such Loans LIBOR Loan or any deposits referred to in the definition of "Eurodollar LIBOR Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Ratebelow); or
(iii) imposes any other condition affecting this Agreement or the Notes or any extensions of credit or liabilities or commitments contemplated hereunder or thereunder. Each Lender will notify provide the Borrower (with a copy to the Administrative Agent) notice of any event occurring after the Closing Date date of this Agreement which will entitle such Lender 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 (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender 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, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. . Each Lender will furnish the Borrower with a certificate statement, in reasonable detail, setting forth the basis and the amount of each request of by such Lender for compensation under this Section 4.1(a)Section. If any Lender requests compensation from Within 30 days of the Borrower under this Section 4.1(a)notice by such Lender, the Borrower mayshall pay the Agent for the benefit of the affected Lender that portion of such increased costs incurred or reduction in an amount received which is attributable to making, by notice funding and maintaining such affected Lender's Loans hereunder. If such sum is not paid within such 30 day period, it shall bear interest at the Post Default Rate until paid in full. The Borrower shall not be required to make any such Lender (with a copy payment for such increased costs arising prior to the Administrative Agent), suspend date which is one hundred twenty (120) days before the obligation date of such Lender notice (unless and only to make the extent such law, rule, regulation, policy, guideline, directive or Continue makinginterpretation applies retroactively to a period prior to the date which is one hundred twenty (120) days before the date of such notice, or 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 4.4 hereof shall be applicable).
(b) Without limiting the effect of the foregoing provisions of this Section 4.1, in the event that, by reason of any Regulatory Change, any 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 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 Lender which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable).
(c) Determinations and allocations by any Lender for purposes of this Section 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, shall be conclusive in the absence of manifest error, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained hereincase, the Borrower shall not be required to make any payment of Additional Costs to for increased costs resulting from such retroactive application unless such Lender provides such notice within one hundred twenty (120) days after such rule, regulation, policy, guideline, directive or interpretation is published in final form and the Lender reasonably should have been aware thereof. If any affected Lender pursuant to shall subsequently recoup costs for which such Lender has heretofore been compensated by the Borrower under this Section 4.1 with respect 4.12, such Lender shall remit to Additional Costs relating to any period the Borrower the amount of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactivelyrecoupment.
Appears in 1 contract
Sources: Revolving Credit Agreement (American Dental Partners Inc)
Additional Costs. (a) The Borrower shall pay directly to each Lender from time to time, promptly upon the request of such Lender, the costs incurred by such Lender which such Lender determines are attributable to its making or maintaining of If any Eurodollar Loans or its obligation to make any of such Loans, or any reduction Change in any amount receivable by such Lender hereunder in respect of any such Loans or obligations (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change which:
Law shall: (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement impose, modify or its Notes in respect of any of such Loans (other than taxes imposed on the overall net income of such Lender or its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office);
(ii) imposes or modifies deem applicable any reserve, special deposit, minimum capital, capital ratio deposit or similar requirement relating to any extensions of credit or other against assets of, or any deposits with or other liabilities or commitments for the account of, such Lender or credit extended by, Citibank; (including any of such Loans or any deposits referred to in the definition of "Eurodollar Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate); or
(iiiii) imposes impose on Citibank any other condition affecting this Agreement or any Credit; or (iii) change the Notes or any extensions basis of credit or liabilities or commitments contemplated hereunder or thereunder. Each Lender will notify taxation of payments to Citibank in respect thereof (except for Indemnified Taxes, Excluded Taxes and changes in the Borrower (with a copy to rate of tax on the Administrative Agent) overall net income of Citibank); and the result of any event occurring after the Closing Date which will entitle such Lender 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 (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender 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, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(a). If any Lender requests compensation from the Borrower under this Section 4.1(a), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue making, or 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 4.4 hereof shall be applicable).
(b) Without limiting the effect of the foregoing provisions of this Section 4.1, in the event that, by reason of any Regulatory Change, any 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 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 Lender which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case increase the provisions of Section 4.4 hereof shall be applicable).
(c) Determinations and allocations by any Lender for purposes of this Section 4.1 of the effect of any Regulatory Change on its costs of maintaining its obligation cost to make Loans or Citibank of making or maintaining Loans any Credit or on amounts to reduce the amount of any sum received or receivable by Citibank, then the Applicant agrees that it will pay to Citibank such additional amount or amounts as will compensate Citibank for such additional costs incurred or reduction suffered. Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in respect of Loans each case pursuant to Basel III, and (ii) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a Change in Law, regardless of the additional date enacted, adopted or issued. A certificate of Citibank setting forth Citibank’s good faith determination of the amount or amounts required necessary to compensate such Lender in respect of any Additional Costs, it as specified above shall be delivered to the Applicant and shall be conclusive in the absence of and binding upon all parties hereto absent manifest error. The Applicant shall pay Citibank the amount shown as due on any such certificate within 10 days after receipt thereof by the Applicant; provided, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower Applicant shall not be required to make any payment of Additional Costs to any Lender compensate Citibank pursuant to this Section 4.1 with respect to Additional Costs relating to for any period of time which is increased costs or reductions incurred more than 180 90 days prior to the date that Citibank notifies the Applicant of the Change in Law giving rise to such Lender's request increased costs or reductions and of Citibank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 90 day period referred to above shall be extended to include the period of retroactive effect thereof. Notwithstanding any other provision of this Section, Citibank shall not demand compensation for any increased cost or reduction pursuant to this Section if Citibank is not 2 demanding such Additional Costs, provided that the foregoing compensation in similar circumstances under comparable provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactivelyother credit agreements. 6.
Appears in 1 contract
Additional Costs. (a) The applicable Borrower shall pay (without duplication of amounts owing under other Sections of this Article V) directly to each Lender from time to time, promptly upon the request of time such Lender, the amounts as such Lender may determine to be necessary to compensate it for any costs incurred by such Lender which such Lender determines are attributable to its making or maintaining of any Eurodollar Loans LIBOR Advances hereunder, to its issuing Letters of Credit or to its obligation to issue Letters of Credit or make any of such LoansAdvances hereunder, or any reduction in any amount receivable by such Lender hereunder in respect of any such Loans Advances or obligations 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 which:
(ia) changes the basis of taxation taxation, of any amounts payable to such Lender under this Agreement or Agreement, any of its Notes in respect of any of such Loans Advances or in respect of any Letters of Credit (other than taxes imposed on the overall net income of such Lender or its Applicable Lending Office for any of such Loans Advances by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office);
(iib) imposes or modifies any reserve, special deposit, minimum capital, capital ratio 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 Lender (including any of such Loans Advances, Letters of Credit or any deposits referred to in the definition of "Eurodollar Rate" “LIBOR” in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate1.1); or
(iiic) imposes any other condition affecting this Agreement or Agreement, the Notes Notes, the Letters of Credit or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereundercommitments. Each Lender will notify the applicable Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Date date of this Agreement which will entitle such Lender to compensation pursuant to this Section 4.1(a) 5.2 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of Advances affected by such Lender 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, violate any law, rule rule, or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. United States of America or Canada. Each Lender will furnish the applicable Borrower with a certificate setting forth in reasonable detail the basis and the amount of each request of such Lender for compensation under this Section 4.1(a)5.2, and such Borrower shall not be obligated to pay under this Section 5.2 prior to receipt of such certificate. If any a Lender requests compensation from the a Borrower under this Section 4.1(a)5.2, the such Borrower may, by notice to such Lender (with a copy to and the applicable Administrative Agent), Agent suspend the obligation of such Lender to make or Continue making, or Convert Base Rate Loans Advances into, Eurodollar Loans Advances of the Type with respect to 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 4.4 5.5 hereof shall be applicable).
(b) Without limiting the effect of the foregoing provisions of this Section 4.1, in the event that, by reason of any Regulatory Change, any 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 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 Lender which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable).
(c) . Determinations and allocations by any a Lender for purposes of this Section 4.1 5.2 of the effect of any Regulatory Change on its costs of maintaining its obligation obligations to make Loans Advances or of making or maintaining Loans Advances or on amounts receivable by it in respect of Loans Advances, and of the additional amounts required to compensate such Lender in respect of any Additional Costs, shall be conclusive in the absence of absent manifest error, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactivelybasis and in good faith.
Appears in 1 contract
Additional Costs. (a) The Borrower shall pay directly to each Lender Bank from time to time, promptly upon the request of such LenderBank, the reasonable costs incurred by such Lender Bank which such Lender Bank determines are attributable to its making or maintaining of any Eurodollar Loans hereunder or its obligation to make any of such LoansLoans hereunder, or any reduction in any amount receivable by such Lender Bank hereunder in respect of any such Loans or obligations such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change which:
(i) changes the basis of taxation of any amounts payable to such Lender Bank under this Agreement or its Notes in respect of any of such Loans (other than taxes imposed on the overall net income or gross receipts of such Lender Bank or its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender Bank has its principal office or such Applicable Lending Office);
(ii) imposes or modifies any reserve, 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 Lender Bank (including any of such Loans or any deposits referred to in the definition of "Eurodollar Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate); or
(iii) imposes any other condition affecting this Agreement or the Notes or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereundercommitments. Each Lender Bank will notify the Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Date which will entitle such Lender 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 (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender Bank if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such LenderBank, violate any law, rule or regulation or be in any way disadvantageous to such LenderBank, provided that such Lender Bank shall have no obligation to so designate an Applicable Lending Office located in the U.S. United States. Each Lender Bank will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender Bank for compensation under this Section 4.1(a). If any Lender Bank requests compensation from the Borrower under this Section 4.1(a), the Borrower may, by notice to such Lender Bank (with a copy to the Administrative Agent), suspend the obligation of such Lender Bank to make or Continue making, or Convert Base Rate ABR 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 4.4 hereof shall be applicable).
(b) Without limiting the effect of the foregoing provisions of this Section 4.1, in the event that, by reason of any Regulatory Change, any Lender 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 Lender Bank 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 Lender Bank which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender Bank so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender Bank to make or Continue making, or Convert Base Rate ABR Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable).
(c) Determinations and allocations by any Lender Bank for purposes of this Section 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 Loans, and of the additional amounts required to compensate such Lender Bank in respect of any Additional Costs, shall be conclusive in the absence of manifest error, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.
Appears in 1 contract
Sources: Credit Agreement (R&b Falcon Corp)
Additional Costs. (a) The Borrower shall pay (without duplication of amounts owing under other Sections of this Article V) directly to each Lender Bank from time to time, promptly upon the request of time such Lender, the amounts as such Bank may determine to be necessary to compensate it for any costs incurred by such Lender Bank which such Lender the Bank determines are attributable to its making or maintaining of any Eurodollar Loans LIBOR Advances hereunder or its obligation to make any of such LoansAdvances hereunder, or any reduction in any amount receivable by such Lender Bank hereunder in respect of any such Loans Advances or obligations such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change which:in
(ia) changes the basis of taxation of any amounts payable to such Lender Bank under this Agreement or its Notes Revolving Credit Note in respect of any of such Loans Advances (other than taxes imposed on the overall net income of such Lender Bank or its Applicable Lending Office for any of such Loans Advances by the jurisdiction in which such Lender Bank has its principal office or such Applicable Lending Office);
(iib) imposes or modifies any reserve, special deposit, minimum capital, capital ratio 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 Lender the Bank (including any of such Loans Advances or any deposits referred to in the definition of "Eurodollar LIBOR Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate)1.1; or
(iiic) imposes any other condition affecting this Agreement or the Revolving Credit Notes or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereundercommitments. Each Lender Bank will notify the Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Date date of this Agreement which will entitle such Lender Bank to compensation pursuant to this Section 4.1(a) 5.2 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of Advances affected by such Lender 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 LenderBank, violate any law, rule rule, or regulation or be in any way disadvantageous to such LenderBank, provided that such Lender Bank shall have no obligation to so designate an Applicable Lending Office located in the U.S. United States of America. Each Lender Bank will furnish the Borrower with a certificate setting forth in reasonable detail the basis and the amount of each request of such Lender Bank for compensation under this Section 4.1(a)5.2, and the Borrower shall not be obligated to pay under this Section 5.2 prior to receipt of such certificate. If any Lender a Bank requests compensation from the Borrower under this Section 4.1(a)5.2, the Borrower may, by notice to such Lender (with a copy to Bank and the Administrative Agent), Agent suspend the obligation of such Lender Bank to make or Continue making, or Convert Base Rate Loans Advances into, Eurodollar Loans Advances of the Type with respect to 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 4.4 5.5 hereof shall be applicable).
(b) Without limiting the effect of the foregoing provisions of this Section 4.1, in the event that, by reason of any Regulatory Change, any 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 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 Lender which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable).
(c) . Determinations and allocations by any Lender a Bank for purposes of this Section 4.1 5.2 of the effect of any Regulatory Change on its costs of maintaining its obligation obligations to make Loans Advances or of making or maintaining Loans Advances or on amounts receivable by it in respect of Loans Advances, and of the additional amounts required to compensate such Lender Bank in respect of any Additional Costs, shall be conclusive in the absence of absent manifest error, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactivelybasis and in good faith.
Appears in 1 contract
Sources: Credit Agreement (Veritas DGC Inc)
Additional Costs. (a) The Borrower shall pay directly to each Lender Bank from time to time, promptly upon the request of time on demand such Lender, the amounts as such Bank may determine to be necessary to compensate it for any increased costs incurred by such Lender which such Lender Bank determines are attributable to its making or maintaining of any Eurodollar Loans a LIBOR Loan, or its obligation to make any of such Loansor maintain a LIBOR Loan, or its obligation to Convert a Base Rate Loan to a LIBOR Loan hereunder, or any reduction in any amount receivable by such Lender Bank hereunder in respect of any its LIBOR Loan or such Loans or obligations (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), in each case resulting from any Regulatory Change which:
(i1) changes the basis of taxation of any amounts payable to such Lender Bank under this Agreement or its the Notes in respect of any of such Loans LIBOR Loan (other than taxes changes in the rate of general corporate, franchise, branch profit, net income or other income tax imposed on the overall net income of such Lender Bank or its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender Bank has its principal office or such Applicable Lending Office);; or
(ii2) (other than to the extent the LIBOR Reserve Requirement is 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 requirement requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender Bank (including any of such Loans LIBOR Loan or any deposits referred to in the definition of "Eurodollar LIBOR Interest Rate" in Section 1.1 hereof1.01), but excluding the Reserve Requirement to the extent it is included in the calculation or any commitment of the Adjusted Eurodollar Ratesuch Bank (including such Bank's Loan Commitment hereunder); or
(iii3) imposes any other condition affecting this Agreement or the Notes (or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereunderliabilities). Each Lender will notify 27 Notwithstanding the foregoing, in the event that any Bank determines that it shall incur Additional Costs in maintaining a LIBOR Loan, such Bank shall provide notice thereof to Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Date which will entitle such Lender 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 (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender 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, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(a). If any Lender requests compensation from the Borrower under this Section 4.1(a), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend which notice shall include the obligation dollar amount of the Additional Costs, and Borrower shall have the option, which option must be exercised within five (5) Banking Days of Borrower's receipt of such Lender notice, to make prepay such LIBOR Loan or Continue making, or to Convert such LIBOR Loan into a Base Rate Loans intoLoan, Eurodollar Loans until the Regulatory Change giving rise subject, however, to such request ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable).
(b) 3.05. Without limiting the effect of the foregoing provisions of the first paragraph of this Section 4.1Section, in the event that, by reason of any Regulatory Change, any Lender 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 Lender Bank which includes deposits by reference to which the interest rate on Eurodollar Loans LIBOR Interest Rate is determined as provided in this Agreement herein or a category of extensions of credit or other assets of such Lender Bank 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 which it may hold, then, if such Lender Bank so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender Bank to make or Continue makingpermit Elections of, to Continue, or to Convert Base Rate Loans into, Eurodollar LIBOR Loans hereunder shall be suspended (in which case the provisions of Section 3.04 shall be applicable) until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable).
(c) effect. Determinations and allocations by any Lender a Bank for purposes of this Section 4.1 of the effect of any Regulatory Change pursuant to the first or second paragraph of this Section, on its costs or rate of maintaining its obligation to make Loans or return of making or maintaining Loans its Loan or portions thereof or on amounts receivable by it in respect of Loans its Loan or portions thereof, and of the additional amounts required to compensate such Lender in respect of any Additional CostsBank under this Section, shall be conclusive in the absence of absent manifest error. To the extent that changing the jurisdiction of a Bank's Applicable Lending Office would have the effect of minimizing Additional Costs, each such Bank shall use reasonable efforts to make such a change, provided that same would not otherwise be disadvantageous to each such determinations and allocations are made on a reasonable basisBank. Notwithstanding anything to the contrary contained herein, the Borrower No Bank shall not be required to make any payment of Additional Costs entitled to any Lender compensation pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 ninety (90) days prior to the date notice thereof is given to Borrower by such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactivelyBank.
Appears in 1 contract
Sources: Secured Revolving Credit Agreement (Taubman Centers Inc)
Additional Costs. (a) The Borrower shall pay directly to each Lender the Bank from time to time, promptly upon time such amounts as the request of such Lender, Bank may reasonably determine to be necessary to compensate it for any costs which the costs incurred by such Lender which such Lender Bank determines are attributable to its making or maintaining of any Eurodollar Libor Loans or its obligation to make any of such Libor Loans, or any reduction in any amount receivable by such Lender the Bank hereunder in respect of any such Libor Loans or obligations such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change which:
: (i) changes the basis of taxation of any amounts payable to such Lender the Bank under this Agreement or its Notes the Note in respect of any of such Libor Loans (other than taxes imposed on the overall net income of such Lender the Bank or of its Applicable Lending Office for any of such Libor Loans by the jurisdiction in which such Lender the Bank has its principal office or such Applicable Lending Office);
; or (ii) imposes or modifies any reserve, special deposit, minimum capital, capital ratio deposit or similar requirement requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender the Bank (including any of such Loans or any deposits referred to in the definition of "Eurodollar Libor Base Rate" in Section 1.1 ss. 1.01 hereof, but excluding the Reserve Requirement to the extent it is any reserve requirement or deposit insurance assessment already included in the calculation of the Adjusted Eurodollar Libor Rate); or
or (iii) imposes any other condition affecting this Agreement or the Notes Note (or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereunder. Each Lender will notify liabilities) other than such portion of the Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Date which will entitle such Lender 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 (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender 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, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis Agreement and the amount of each request of such Lender for compensation under this Section 4.1(a)Note which pertains to Prime Loans. If any Lender the Bank requests compensation from the Borrower under this Section 4.1(ass. 5.01(a), the Borrower may, by notice to the Bank, require that the Loans of the type with respect to which such Lender (compensation is requested be converted into Prime Loans in accordance with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue making, or 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 4.4 hereof shall be applicable)ss. 5.04 hereof.
(b) Without limiting the effect of the foregoing provisions of this Section 4.1ss. 5.01(a) hereof, in the event that, by reason of any Regulatory Change, any Lender 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 Lender the Bank 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 Lender the Bank which includes Eurodollar Libor Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender the Bank so elects by notice to the Borrower (with a copy to the Administrative Agent)Borrower, the obligation of such Lender the Bank to make or Continue making, or Convert Base Rate further Libor Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable)effect.
(c) Determinations and allocations by any Lender for purposes of this Section 4.1 of Without limiting 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, shall be conclusive in the absence of manifest error, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence ss.
5.01 (but without duplication), the Borrower shall not apply pay directly to Additional Costs the Bank from time to time on request such amounts as the Bank may reasonably determine to be necessary to compensate the Bank for any costs which it determines are attributable to the maintenance by the Bank (or any Lending Office) pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law) of any court or governmental or monetary authority following any Regulatory Change Change, of capital in respect of its 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 the Bank (or any Lending Office) which takes effect retroactivelythe Bank could have achieved but for such law, regulation, interpretation, directive or request).
(d) The Bank will notify the Borrower of any event occurring after the date of this Agreement that will entitle the Bank to compensation under paragraph (a) or (c) of this ss. 5.01 or to convert Loans under ss.
Appears in 1 contract
Sources: Credit Agreement (Performance Technologies Inc \De\)
Additional Costs. (a) The Each Borrower shall pay directly to the Administrative Agent for the account of each Lender from time to time, promptly upon the request of time such Lender, the amounts as such Lender may determine to be necessary to compensate it for any costs incurred by such Lender which such Lender determines are attributable to its making or maintaining of any Eurodollar Eurocurrency Loans hereunder to such Borrower or its obligation to make any of such LoansLoans hereunder to such Borrower, or any reduction in any amount receivable by such Lender hereunder in respect of any of such Loans or obligations such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional CostsADDITIONAL COSTS"), in each case resulting from any Regulatory Change which:
(i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or its Notes in respect of any of such Loans (other than changes which affect taxes measured by or imposed on the overall net income of such Lender or of its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office);; or
(ii) imposes or modifies any reserve, special deposit, minimum capital, capital ratio deposit or similar requirement requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (including any of such Loans or any deposits referred to in the definition of "Eurodollar Eurocurrency Base Rate" in Section 1.1 1.01 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate); or
(iii) imposes any other condition affecting this Agreement or the Notes (or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereunderliabilities). Each Lender will notify the relevant Borrower (with a copy to through the Administrative Agent) Agent of any event occurring after the Closing Date date of this Agreement which will entitle such Lender to compensation pursuant to this Section 4.1(a6.01(a) (an "ADDITIONAL COST EVENT") as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the BorrowerCompany through the Administrative Agent) will designate a different Applicable Lending Office for the Eurodollar Eurocurrency Loans of such Lender 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, violate any law, rule or regulation or be in any way disadvantageous to such Lender, Lender (provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. United States of America) PROVIDED, that a Borrower 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 such Borrower of such Additional Cost Event. Each Lender will furnish the relevant Borrower with a certificate statement setting forth the basis calculations and the basis therefor, in each case in reasonable detail, and amount of each request of by such Lender for compensation under this Section 4.1(a6.01(a). If any Lender requests compensation from the a Borrower under this Section 4.1(a6.01(a), the relevant Borrower may, by notice to such Lender (with a copy to through the Administrative Agent), suspend the obligation of such Lender to make or Continue making, or Convert Base Rate additional Eurocurrency Loans into, Eurodollar Loans to such Borrower until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 6.04 hereof shall be applicable).
(b) Without limiting the effect of the foregoing provisions of this Section 4.16.01, in the event that, by reason of any Regulatory Change, any 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 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 Lender which includes Eurodollar Eurocurrency Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the relevant Borrower (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, 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 4.4 6.04 hereof shall be applicable).
(c) Determinations and allocations by any Lender for purposes of this Section 4.1 6.01 of the effect of any Regulatory Change on its costs of maintaining its obligation obligations to make Loans or of making or maintaining Loans or on amounts receivable by it in respect of Loans Loans, and of the additional amounts required to compensate such Lender in respect of any Additional Costs, shall be conclusive in the absence of absent manifest error, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein.
(d) If any Lender demands compensation under this Section, the relevant Borrower may, at any time upon at least three (3) Business Days' prior notice to such Lender through the Administrative Agent, convert in full the then outstanding Eurocurrency Loans of such Lender (in which case the relevant Borrower shall be obligated, if such conversion is made on a day that is not be required to make any payment the last day of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior the then current Interest Period applicable to such affected Eurocurrency Loan, to reimburse such Lender's request , in accordance with Section 6.05, for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply any resulting loss or expense incurred by it) to Additional Costs attributable to any Regulatory Change which takes effect retroactivelyan ABR Loan.
Appears in 1 contract
Additional Costs. (a) The Borrower Greenfield shall promptly pay directly to each the Agent for the account of a Lender from time to time, promptly upon the request of without duplication, such Lender, the amounts as such Lender may determine to be necessary to compensate it for any costs incurred by such Lender which such Lender it determines are attributable to its making or maintaining of any Eurodollar Loans Loan (whether in Dollars or any Offshore Currency) or its obligation to make any Loans, or the issuance or maintenance by NationsBank of such Loansor any other Lender's Participation in any Letter of Credit issued hereunder, or any reduction in any amount receivable by such Lender hereunder under this Agreement, the Notes or the Letters of Credit in respect of any of such Loans or obligations such obligation or the Letters of Credit, including reductions in the rate of return on a Lender's capital (such increases in costs and reductions in amounts receivable and returns being herein called "Greenfield Additional Costs"), and each Borrower shall promptly pay to the Agent for the account of a Lender from time to time, without duplication, such amounts as such Lender may determine to be necessary to compensate it for any costs incurred by such Lender which it determines are attributable to its making or maintaining any Foreign Revolving Credit Loan (whether in Dollars or any Offshore Currency) or its obligation to make any Foreign Revolving Credit Loans, or the issuance or maintenance by NationsBank of or any other Lender's Participation in any Foreign Letter of Credit issued hereunder, or any reduction in any amount receivable by such Lender under this Agreement, the Foreign Revolving Credit Notes or the Foreign Letters of Credit in respect of any of such Foreign Revolving Credit Loans or such obligation or the Foreign Letters of Credit, including reductions in the rate of return on a Lender's capital (such increases in cost and reductions in amounts receivable and returns, together with the Greenfield Additional Costs, being herein called "Additional Costs"), in each case resulting from any Regulatory Change which:
: (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or its the Notes in respect of any of such Loans or Letters of Credit (other than taxes imposed on the overall net income of such Lender or its Applicable Lending Office for any of such Loans measured by the jurisdiction in which such Lender has its principal office income, revenues or such Applicable Lending Officeassets of any Lender);
; or (ii) imposes or modifies any reserve, special deposit, minimum capital, capital ratio monetary control or similar requirement requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (including other than any such reserve, deposit or requirement reflected in the Prime Rate, the Federal Funds Effective Rate or the Eurodollar Rate, in each case computed in accordance with the respective definitions of such Loans or any deposits referred to in the definition of "Eurodollar Rate" terms set forth in Section 1.1 1.01 hereof, ); or (iii) has or would have the effect of reducing the rate of return on capital of any such Lender to a level below that which the Lender could have achieved but excluding the Reserve Requirement for such Regulatory Change (taking into consideration such Lender's policies with respect to the extent it is included in the calculation of the Adjusted Eurodollar Ratecapital adequacy); or
(iii) imposes any other condition affecting this Agreement or the Notes or any extensions of credit or liabilities or commitments contemplated hereunder or thereunder. Each Lender will notify the Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Date which will entitle such Lender 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 (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender 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, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(a). If any Lender requests compensation from the Borrower under this Section 4.1(a), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue making, or 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 4.4 hereof shall be applicable).
(b) Without limiting the effect of the foregoing provisions of this Section 4.1, in the event that, by reason of any Regulatory Change, any 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 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 Lender which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable).
(c) Determinations and allocations by any Lender for purposes of this Section 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, shall be conclusive in the absence of manifest error, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.
Appears in 1 contract
Sources: Credit Facilities and Reimbursement Agreement (Greenfield Industries Inc /De/)
Additional Costs. (a) The Borrower shall pay directly to each Lender Bank from time to time, promptly upon the request of time on demand such Lender, the amounts as such Bank may determine to be necessary to compensate it for any costs incurred by such Lender which such Lender 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 of such LoansLoans hereunder, or any reduction in any amount receivable by such Lender Bank hereunder in respect of any such Loans or obligations such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change which:
: (i) changes the basis of taxation of any amounts payable to such Lender Bank under this Agreement or its Notes Note in respect of any of such Loans (other than taxes imposed on the overall net income of such Lender Bank or of its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender Bank has its principal office or such Applicable Lending Office);
; or (ii) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirement requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender Bank (including any of such Loans or any deposits referred to in the definition of "Eurodollar Fixed Base Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate1.01); or
or (iii) imposes any other condition affecting this Agreement or the Notes its Note (or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereunderliabilities). Each Lender Bank will notify the Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Date date of this Agreement which will entitle such Lender Bank to compensation pursuant to this Section 4.1(a4.01(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender 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, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(a). If any Lender Bank requests compensation from the Borrower under this Section 4.1(a4.01(a), the Borrower may, by notice to such Lender Bank (with a copy to the Administrative Agent), suspend require that such Bank's Loans of the obligation of type with respect to which such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans until the Regulatory Change giving rise to such request ceases to compensation is requested be converted in effect (in which case the provisions of accordance with Section 4.4 hereof shall be applicable)4.04.
(b) Without limiting the effect of the foregoing provisions of this Section 4.14.01, in the event that, by reason of any Regulatory Change, any Lender 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 Lender Bank 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 Lender Bank which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender Bank so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender Bank to make or Continue makingrenew, or Convert Base Rate and to convert Loans of any other type into, Eurodollar Loans of such type hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (in which case the provisions and all Loans of Section 4.4 hereof such type held by such Bank then outstanding shall be applicableconverted in accordance with Section 4.04).
(c) Determinations and allocations by any Lender a Bank for purposes of this Section 4.1 4.01 of the effect of any Regulatory Change pursuant to subsections (a) or (b) on its costs of maintaining its obligation to make Loans or of making or maintaining Loans or its obligation to make Loans, or on amounts receivable by 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 in respect of any Additional CostsBank under this Section 4.01, shall be conclusive in the absence of manifest errorconclusive, provided that such determinations and allocations are made in good faith on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.
Appears in 1 contract
Additional Costs. (a) The Borrower shall pay directly to each Lender from time to time, promptly upon the request of such Lender, the reasonable costs incurred by such Lender which such Lender reasonably determines are attributable to its making or maintaining of any Eurodollar Loans or its obligation to make any of such Loans, or any reduction in any amount receivable by such Lender hereunder in respect of any such Loans or obligations (such increases in reasonable costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change which:
(i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or its Notes in respect of any of such Loans (other than taxes imposed on the overall net income of such Lender or its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender has its principal office or such Applicable Lending OfficeExcluded Taxes);
(ii) imposes or modifies any reserve, 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 Lender (including any of such Loans or any deposits referred to in the definition of "Eurodollar Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate); or
(iii) imposes any other condition affecting this Agreement or the Notes or any extensions of credit or liabilities or commitments contemplated hereunder or thereunder. Each Lender will notify the Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Date which will entitle such Lender 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 (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such . Each Lender if such designation will avoid the need for, or reduce the amount of, such compensation and will notwill, in the sole opinion of such Lendera reasonably prompt fashion after it is able to do so, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis basis, calculation and the amount of each request of such Lender for compensation under this Section 4.1(a). If any Lender requests compensation from the Borrower under this Section 4.1(a), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue making, or 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 4.4 hereof shall be applicable).
(b) Without limiting the effect of the foregoing provisions of this Section 4.1, in the event that, by reason of any Regulatory Change, any 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 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 Lender which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable).
(c) Determinations and allocations by any Lender for purposes of this Section 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, shall be conclusive in the absence of manifest error, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.
Appears in 1 contract
Additional Costs. (a) The Borrower shall all pay directly to each Lender the Bank from time to time, promptly upon time on demand such amounts as the request of such Lender, Bank may determine to be necessary to compensate it for any costs which the costs incurred by such Lender which such Lender Bank determines are attributable to its making or maintaining any LIBOR Loans or Cost of any Eurodollar Funds Loans under this Agreement or the Note or its obligation to make any of such LoansLoans hereunder, or any reduction in any amount receivable by such Lender the Bank hereunder in respect of any such Loans or obligations such obligation (such increases in costs and reductions in amounts receivable being herein here called "Additional Costs"), resulting from any Regulatory Change which:
: (i) changes the basis of taxation of any amounts payable to such Lender the Bank under this Agreement or its Notes the Note in respect of any of such Loans (other than taxes imposed on the overall net income of such Lender a Bank or of its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender has its principal office the Principal Office or such Applicable Lending OfficeOffice is located);
; or (ii) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirement requirements relating to any extensions of credit or other assets of, or any deposits posits with or other liabilities or commitments of, such Lender the Bank (including any of such Loans or any deposits referred to in the definition of "Eurodollar LIBO Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate1.1); or
or (iii) imposes any other condition affecting this Agreement or the Notes Note (or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereunderliabilities). Each Lender The Bank will notify the Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Date date of this Agreement which will entitle such Lender the Bank to compensation pursuant to this Section 4.1(a3.1(a) as a promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender 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, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(a). If any Lender requests compensation from the Borrower under this Section 4.1(a), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue making, or 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 4.4 hereof shall be applicable).
(b) Without limiting the a effect of the foregoing provisions of this Section 4.13.1, in the event that, by reason of any Regulatory Change, any Lender 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 Lender the Bank which includes deposits by reference to which the interest rate on Eurodollar LIBOR Loans or Cost of Funds Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender the Bank which includes Eurodollar LIBOR Loans or Cost of Funds Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender the Bank so elects by notice to the Borrower (with a copy to the Administrative Agent)Borrower, the obligation of such Lender the Bank to make or Continue makingrenew, or Convert Base Rate and to convert Loans of any other type into, Eurodollar Loans of such type hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (effect, and the Borrower shall on the last day(s) of the then current Interest Period(s) for the outstanding Loans of such type, either prepay such Loans or convert such Loans into another type of Loan in which case the provisions of accordance with Section 4.4 hereof shall be applicable)2.5.
(c) Without limiting tile effect of the foregoing provisions of this Section 3.1 (but without duplication), the Borrower shall pay to the Bank from time to time on request such amounts as the Bank may determine to be necessary to compensate the Bank for any costs which it determines are attributable to the maintenance by it or any 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 thereafter) of any court or governmental or monetary authority of capital in respect of its Loans hereunder or its obligation to make Loans hereunder (such compensation to include, without limitation, a amount equal to any reduction in return on assets or equity of the Bank to a level below that which it could have achieved but for such law, regulation, interpretation, directive or request). The Bank will notify the Borrower 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 d allocations by any Lender the Bank for purposes of this Section 4.1 3.1 of the effect of any Regulatory Change pursuant to subsections (a) or (b), or of the effect of capital maintained pursuant o subsection (c), on its costs of maintaining its obligation to make Loans or of making or maintaining Loans or its obligation to make Loans, or on amounts receivable by 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 in respect of any Additional Coststhe Bank under this Section 3.1, shall be conclusive in the absence of manifest errorconclusive, 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 "Adjustment"), and the Borrower 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 Borrower is so notified. Notwithstanding anything If the Borrower arid the Bank are unable to agree on the amount of the Adjustment within such ninety-day period, then the amount of the Adjustment shall be the amount set forth in the aforementioned notice from the Bank to the contrary contained hereinBorrower. Whatever the final Adjustment may be, if the Bank shall still have any Loans outstanding to the Borrower upon the expiration of such ninety-day period, then the Adjustment shall be effective retroactive to the date on which the Borrower first received notice of the Adjustment. The Bank shall not be required obligated to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 offer LIBO Rates with respect to Additional Costs relating to Interest Periods commencing during the period following any period of time which is more than 180 days such notice and prior to such Lender's request for such Additional Costs, provided that agreement by the foregoing provisions Bank and the Borrower as to the amount of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactivelythe Adjustment.
Appears in 1 contract
Additional Costs. (a) The Borrower shall pay directly to the Issuing Bank and each Lender Bank from time to time, promptly upon within two days of the request demand of the Issuing Bank or such LenderBank, as the case may be, such amounts as the Issuing Bank or such Bank may reasonably determine to be necessary to compensate it for any costs incurred by which the Issuing Bank or such Lender which such Lender Bank reasonably determines are attributable to its issuing or making or maintaining any BA Rate Loans, Fixed Rate Loans, LIBOR Loans or Letters of any Eurodollar Loans Credit under this Agreement or its Note or its obligation to make under any such Loans or Letters of such LoansCredit hereunder, or any reduction in any amount receivable by the Issuing Bank or such Lender Bank hereunder in respect of any such Loans or obligations 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 which:
: (i) changes the basis of taxation of any amounts payable to the Issuing Bank or such Lender Bank under this Agreement or its Notes Note in respect of any of such Loans or Letters of Credit or obligations (other than taxes imposed on the overall net income of the Issuing Bank or such Lender Bank or of its Applicable Lending Office for any of such Loans or Letters of Credit by the jurisdiction in which the Issuing Bank or such Lender Bank has its principal office or such Applicable Lending Office);
; or (ii) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirement requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, the Issuing Bank or such Lender Bank (including any of such Loans or any deposits referred to in the definition of "Eurodollar RateLIBOR" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate1.01); or
or (iii) imposes any other condition affecting this Agreement or the Notes Agreement, any Note (or any of such extensions of credit or liabilities liabilities) or commitments contemplated hereunder or thereunderany Letter of Credit. Each Lender The Issuing Bank and each Bank will notify the Borrower (with a copy to the Administrative Agent) Agent of any event occurring after the Closing Date date of this Agreement which will entitle the Issuing Bank or such Lender Bank to compensation pursuant to this Section 4.1(a4.01(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, compensation and (if so requested by the Borrower) Agent on behalf of the Issuing Bank or such Bank will designate a different Applicable Lending Office for promptly notify the Eurodollar Loans Borrower of such Lender 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, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(a)event. If the Issuing Bank or any Lender Bank requests compensation from the Borrower under this Section 4.1(a4.01(a), or under Section 4.01(c), the Borrower may, by notice to such Lender the Agent (with a copy to the Administrative AgentIssuing Bank or such Bank), suspend the obligation of the Issuing Bank to issue Letters of Credit or the obligation of such Lender Bank to make Loans (but not to purchase participation interests in reimbursement obligations under Letters of Credit) or Continue making, or Convert Base Rate Loans into, Eurodollar Loans until to otherwise extend credit of the Regulatory Change giving rise type with respect to which such request ceases to be in effect compensation is requested (in which case the provisions of Section 4.4 hereof 4.04 shall be applicable)) provided that the provisions of this sentence shall not relieve the Borrower of its obligation to make payments pursuant to this Section 4.01; provided further that if at any time subsequent to such suspension, the causes therefor cease to exist, the Issuing Bank or such Bank shall so notify the Borrower and the obligation of the Issuing Bank to issue Letters of Credit, or such Bank's obligation to make Loans of the applicable type, as the case may be, shall, subject to the provisions of this Agreement, be reinstated.
(b) Without limiting the effect of the foregoing provisions of this Section 4.14.01, in the event that, by reason of any Regulatory Change, any Lender 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 Lender Bank 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 Lender Bank which includes Eurodollar LIBOR Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender Bank so elects by notice to the Borrower Agent (with a copy to the Administrative AgentBorrower), the obligation of such Lender Bank to make or Continue making, or Convert Base Rate Loans into, Eurodollar LIBOR Loans hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof 4.04 shall be applicable).
(c) Without limiting the effect of the foregoing provisions of this Section 4.01 (but without duplication), the Borrower shall pay directly to the Issuing Bank and to each Bank from time to time on request such amounts as the Issuing Bank or such Bank may reasonably determine to be necessary to compensate the Issuing Bank or such Bank for any costs which it reasonably determines are attributable to the maintenance by it or any 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 thereafter) of any court or governmental or monetary authority of capital in respect of the Letters of Credit (or any reimbursement obligations with respect thereto) or any Loans or other obligations hereunder (such compensation to include, without limitation, an amount equal to any reduction in return on assets or equity of the Issuing Bank or such Bank to a level below that which it could have achieved but for such law, regulation, interpretation, directive or request). The Issuing Bank and each Bank will notify the Agent if it is entitled to compensation pursuant to this Section 4.01(c) as promptly as practicable after it determines to request such compensation, and the Agent on behalf of the Issuing Bank or such Bank will promptly notify the Borrower.
(d) Determinations and allocations by any Lender the Issuing Bank or a Bank for purposes of this Section 4.1 4.01 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 Loans or Letters of Credit (or any reimbursement obligations with respect thereto) or its obligation to make Loans or Letters of making Credit (or maintaining Loans any reimbursement obligations with respect thereto), or on amounts receivable by by, or the rate of return to, it in respect of Loans or Letters of Credit (or any reimbursement obligations with respect thereto), and of the additional amounts required to compensate the Issuing Bank or such Lender in respect of any Additional CostsBank under this Section 4.01, shall be conclusive in the absence of absent manifest error, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.
Appears in 1 contract
Additional Costs. (a) The Borrower Company shall pay directly to the Administrative Agent for the account of each Lender from time to time, promptly upon the request of time such Lender, the amounts as such Lender may determine to be necessary to compensate it for any costs incurred by such Lender which such Lender determines are attributable to its making or maintaining of any Eurodollar Fixed Rate Loans hereunder or its obligation to make any of such LoansLoans hereunder, or any reduction in any amount receivable by such Lender hereunder in respect of any of such Loans or obligations such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional CostsADDITIONAL COSTS"), in each case resulting from any Regulatory Change which:
(i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or its Notes in respect of any of such Loans (other than changes which affect taxes measured by or imposed on the overall net income of such Lender or of its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office);; or
(ii) imposes or modifies any reserve, special deposit, minimum capital, capital ratio insurance assessment or similar requirement requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (including any of such Loans or any deposits referred to in the definition definitions of "Eurodollar Base Rate" in Section 1.1 hereof1.01 hereof but excluding, but excluding the Reserve Requirement with respect to the extent it is any such Fixed Rate Loan, any such requirements included in the calculation of the Adjusted applicable Domestic Reserve Requirement or Eurodollar RateReserve Requirement); or
(iii) imposes any other condition affecting this Agreement or the Notes (or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereunderliabilities). Each Lender will notify the Borrower (with a copy to Company through the Administrative Agent) Agent of any event occurring after the Closing Date date of this Agreement which will entitle such Lender to compensation pursuant to this Section 4.1(a6.01(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the BorrowerCompany through the Administrative Agent) will designate a different Applicable Lending Office for the Eurodollar relevant Type of Fixed Rate Loans of such Lender 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, violate any law, rule or regulation or be in any way disadvantageous to such Lender, Lender (provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. United States of America). Each Lender will furnish the Borrower Company with a certificate statement setting forth the basis and the amount of each request of by such Lender for compensation under this Section 4.1(a6.01(a). If any Lender requests compensation from the Borrower Company under this Section 4.1(a6.01(a), the Borrower Company may, by notice to such Lender (with a copy to through the Administrative Agent), suspend the obligation of such Lender to make or Continue making, or Convert Base additional Fixed Rate Loans into, Eurodollar Loans of the relevant Type to the Company until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 6.04 hereof shall be applicable).
(b) Without limiting the effect of the foregoing provisions of this Section 4.16.01, in the event thatif, by reason of any Regulatory Change, any 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 Lender which includes deposits by reference to which the interest rate on Eurodollar any Type of Fixed Rate Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender which includes Eurodollar any Type of Fixed Rate Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrower Company (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue making, or Convert Base Fixed Rate Loans into, Eurodollar Loans of the relevant Type hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 6.04 hereof shall be applicable).
(c) Determinations and allocations by any Lender for purposes of this Section 4.1 6.01 of the effect of any Regulatory Change on its costs of maintaining its obligation obligations to make Loans or of making or maintaining Loans or on amounts receivable by it in respect of Loans Loans, and of the additional amounts required to compensate such Lender in respect of any Additional Costs, shall be conclusive in the absence of presumed correct absent manifest error, provided that such determinations and allocations are made on a reasonable basis. .
(d) Notwithstanding anything to the contrary contained hereinforegoing, the Borrower Company shall not be required to make compensate any payment of Lender for any Additional Costs incurred more than one year prior to any the date that such Lender pursuant to this Section 4.1 with respect to notifies the Company thereof, unless such Additional Costs relating were caused by the retroactive application of a Regulatory Change to any period of time which is a date more than 180 days one year prior to the date of such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactivelynotice.
Appears in 1 contract
Sources: Credit Agreement (RPM Inc/Oh/)
Additional Costs. (a) The Borrower Company shall pay directly to each Revolving Credit Lender from time to time, promptly upon the request of time such Lender, the amounts as such Revolving Credit Lender may determine to be necessary to compensate such Revolving Credit Lender for any costs incurred by that such Lender which such Revolving Credit Lender determines are attributable to its making or maintaining of any Eurodollar Loans or its obligation to make maintain any of such LoansEurodollar Loans hereunder, or any reduction in any amount receivable by such Revolving Credit Lender hereunder in respect of any of such Loans or obligations such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional ---------- Costs"), resulting from any Regulatory Change which:that: ----- Credit Agreement ----------------
(i) changes the basis of taxation of any amounts payable to such Revolving Credit Lender under this Agreement or its Notes Note in respect of any of such Loans (other than any change in the rate at which taxes imposed on or measured by the overall net income or capital of such Revolving Credit Lender or of its Applicable Lending Office for any of such Loans by the jurisdiction in which such Revolving Credit Lender has its principal office or such Applicable Lending OfficeOffice are levied);; or
(ii) imposes or modifies any reserve, special deposit, minimum capital, capital ratio deposit or similar requirement requirements (other than the Reserve Requirement 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 or commitments of, such Revolving Credit Lender (including including, without limitation, any of such Loans or any deposits referred to in the definition of "Eurodollar Base Rate" in Section 1.1 1.01 hereof), but excluding the Reserve Requirement to the extent it is included in the calculation or any commitment of the Adjusted Eurodollar Rate)such Revolving Credit Lender; or
(iii) imposes affects any other condition affecting this Agreement Revolving Credit Lender or the Notes interbank Eurodollar market or any extensions of credit or liabilities or commitments contemplated hereunder or thereunder. Each Lender will notify the Borrower (with a copy to the Administrative Agent) position of any event occurring after the Closing Date which will entitle Revolving Credit Lender in such Lender 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 (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender 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, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(a)market. If any Revolving Credit Lender requests compensation from the Borrower Company under this Section 4.1(a5.01(a), the Borrower Company may, by notice to such Revolving Credit Lender (with a copy to the Administrative Agent), suspend the obligation of such Revolving Credit Lender thereafter to make or Continue makingEurodollar Loans, or to Convert Base Rate Loans intointo Eurodollar Loans, Eurodollar Loans until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 5.04 hereof shall be applicable), provided that such suspension shall not affect -------- the right of such Revolving Credit Lender to receive the compensation so requested.
(b) Without limiting the effect of the foregoing provisions of paragraph (a) of this Section 4.15.01, in the event that, by reason of any Regulatory Change, any Revolving Credit 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 Revolving Credit Lender which 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 Revolving Credit Lender which that includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which that it may hold, then, if such Revolving Credit Lender so elects by notice to the Borrower Company (with a copy to the Administrative Agent), the obligation of such Revolving Credit Lender to make or Continue makingContinue, 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 provisions of Section 4.4 5.04 hereof shall be applicable).
(c) Determinations and allocations by any Lender for purposes of this Section 4.1 of Without limiting 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, shall be conclusive in the absence of manifest error, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence Section 5.01 (but without duplication), the Company shall not apply pay directly to Additional Costs attributable each Lender from time to any Regulatory Change which takes effect retroactively.time on Credit Agreement ----------------
Appears in 1 contract
Additional Costs. (a) The Borrower shall pay directly to each Lender the Bank from time to time, promptly upon time such amounts as the request of such Lender, the Bank may determine to be necessary to compensate it for any reasonable costs incurred by such Lender the Bank which such Lender the Bank determines are directly attributable to its making or maintaining of any Eurodollar Bank Revolving Loans hereunder or its obligation to make any of such Loansthe Bank Revolving Loans hereunder, or any reduction in any amount receivable by such Lender the Bank hereunder in respect of any such Bank Revolving Loans or obligations such obligation (such increases in costs and reductions in amounts receivable being herein called "“Additional Costs"”), resulting from any Regulatory Change which:
(i) changes the basis of taxation of any amounts payable to such Lender the Bank under this Agreement or its Notes the Revolving Note in respect of any of such the Bank Revolving Loans (other than franchise taxes and taxes imposed on the overall net income of such Lender the Bank or its Applicable Lending Office for any of such the Bank Revolving Loans by the United States of America or the jurisdiction in which such Lender the Bank has its principal office Principal Office or such the Applicable Lending Office);
(ii) imposes or modifies any reservereserve (other than the Reserve Requirement), special deposit, minimum capital, capital ratio 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 Lender the Bank (including any of such Loans or any deposits referred to in the definition of "Eurodollar Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate)Bank Revolving Loans; or
(iii) imposes any other condition affecting this Agreement or the Notes Revolving Note or any of such extensions of credit or liabilities or commitments contemplated hereunder and which results in additional cost or thereunderexpense to the Bank. Each Lender The Bank will notify the Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Date date of this Agreement which will entitle such Lender the Bank to compensation pursuant to this Section 4.1(a7.1(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Bank Revolving Loans of affected by such Lender 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 Lenderthe Bank, violate any law, rule rule, or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender Bank. The Bank will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender the Bank for compensation under this Section 4.1(a7.1(a). If any Lender the Bank requests compensation from the Borrower under this subsection Section 4.1(a7.1(a), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), Bank suspend the obligation of such Lender the Bank to make or Continue making, or Convert Base Rate Loans into, Eurodollar Bank Revolving Loans until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable).
(b) Without limiting the effect of the foregoing provisions of this Section 4.17.1, in the event that, by reason of any Regulatory Change, any Lender 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 Lender the Bank which includes deposits by reference to which the interest rate on Eurodollar the Bank Revolving Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender the Bank which includes Eurodollar Bank Revolving Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender the Bank so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender the Bank to make or Continue making, or Convert Base Rate Loans into, Eurodollar Bank Revolving Loans hereunder shall be suspended until such the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable)effect.
(c) Determinations and allocations by any Lender the Bank for purposes of this Section 4.1 7.1 of the effect of any Regulatory Change on its costs of maintaining its obligation to make Bank Revolving Loans or of making or maintaining Bank Revolving Loans or on amounts receivable by it in respect of Loans the Bank Revolving Loans, and of the additional amounts required to compensate such Lender the Bank in respect of any Additional Costs, shall be conclusive in the absence of shall, absent manifest error, be conclusive, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.
Appears in 1 contract
Additional Costs. (a) The Borrower Company shall pay directly to each Lender from time to time, promptly upon the request of time such Lender, the costs incurred by amounts as such Lender which may reasonably determine to be necessary to compensate such Lender for any costs that such Lender determines are attributable to its making or maintaining of any Eurodollar Loans or its obligation to make any of such LoansEurodollar Loans hereunder, or any reduction in any amount receivable by such Lender hereunder in respect of any of such Loans or obligations such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change whichthat:
(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 changes the basis of taxation of any amounts payable to such 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 the overall net income of such Lender or its of such Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office);; or
(ii) imposes or modifies any reserve, special deposit, minimum capital, capital ratio deposit or similar requirement requirements (other than the Reserve Requirement 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 or commitments of, such Lender (including including, without limitation, any of such Loans or any deposits referred to in the definition of "Eurodollar Base Rate" in Section 1.1 1.01 hereof), but excluding or any commitment of such Lender (including, without limitation, the Reserve Requirement to the extent it is included in the calculation Commitment of the Adjusted Eurodollar Ratesuch Lender hereunder); or
(iii) imposes any other condition affecting this Agreement or the Notes (or any of such extensions of credit or liabilities liabilities) or commitments contemplated hereunder or thereunderits Commitment. Each If any Lender will notify requests compensation from the Borrower Company under this Section 5.01(a), the Company may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such 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 5.04 hereof shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested.
(b) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Company shall pay directly to each Lender from time to time on request such amounts as such Lender may reasonably determine to be necessary to compensate such Lender (or, without duplication, the bank holding company of which such Lender is a subsidiary) for any costs that it reasonably determines are attributable to the maintenance by such 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 Basle Accord, of capital in respect of its 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 Lender (or any Applicable Lending Office or such bank holding company) to a level below that which such 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 Closing Date which will entitle 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 4.1(a) as promptly as practicable 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 it obtains knowledge thereof and determines the date 45 days prior to request the date that such compensation, Lender does give such notice and (if so requested by the Borrowerii) each Lender will designate a different Applicable Lending Office for the Eurodollar 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, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided except that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. United States of America. Each Lender will furnish to the Borrower with Company a certificate setting forth the basis and the amount of each request of by such Lender for compensation under this Section 4.1(a). If any Lender requests compensation from the Borrower under this Section 4.1(a), the Borrower may, by notice to such Lender paragraph (with a copy to the Administrative Agent), suspend the obligation of such Lender to make a) or Continue making, or 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 4.4 hereof shall be applicable).
(b) Without limiting the effect of the foregoing provisions of this Section 4.1, in the event that, by reason of any Regulatory Change, any 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 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 Lender which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable).
(c) 5.01. Determinations and allocations by any Lender for purposes of this Section 4.1 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 of making or maintaining Loans Loans, or on amounts receivable by it in respect of Loans Loans, and of the additional amounts required to compensate such Lender in respect of any Additional Costsunder this Section 5.01, shall be conclusive in the absence of manifest error, conclusive; provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.
Appears in 1 contract
Additional Costs. (a) The Borrower shall Transferor shall, subject to Section 9.11(b), pay directly to each Lender any Affected Party from time to time, promptly upon the request time on demand of such LenderAffected Party, the such amounts as such Affected Party may reasonably determine to be necessary to compensate it for any increase in costs incurred by which any such Lender which such Lender party reasonably determines are attributable to its making acquiring or committing to acquire the Transferred Assets or maintaining all or any portion of any Eurodollar Loans or its obligation to make any of such Loansthe Net Investment under this Agreement, or any reduction in any amount receivable by such Lender Affected Party hereunder in respect of any such Loans or obligations under the relevant Conduit Support Document (such increases in costs costs, payments and reductions in amounts receivable being herein called "“Additional Costs"), ”) resulting from any Regulatory Change which:
or from time to time complying with, or implementing, any Regulatory Change, which (i) changes the method or basis of taxation in the jurisdiction in which the party claiming Additional Costs is organized or in which the party claiming Additional Costs maintains its lending office for the transactions contemplated hereby of (A) any amounts payable to such Lender Affected Party, under this Agreement or its Notes any relevant Conduit Support Document or (B) such amounts when considered together with any amounts to be paid by any Affected Party who is a Conduit Purchaser in respect of any of such Loans (other than taxes imposed on the overall net income of such Lender its Commercial Paper or its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office);
(ii) imposes or modifies any reserve, special deposit, minimum capitaldeposit insurance or assessment, capital ratio or similar requirement requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender any Conduit Purchaser, Committed Purchaser or Conduit Support Provider. Notwithstanding the foregoing, the Transferor shall not be required to make any payment under this Section 8.3 relating to (including i) any of such Loans or any deposits referred to in the definition of "Eurodollar Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is amount included in the calculation computation of LIBOR, or (ii) increased expenses incurred, amounts not received, or required payments made more than 60 days prior to the date of the Adjusted Eurodollar Rate); or
(iii) imposes any other condition affecting this Agreement or certificate of notice of such Additional Costs delivered by the Notes or any extensions of credit or liabilities or commitments contemplated hereunder or thereunder. Each Lender will notify the Borrower (with a copy Affected Party to the Administrative Agent) of Transferor. If at any event occurring after the Closing Date which will entitle such Lender time a demand for payment is to compensation be made pursuant to this Section 4.1(a) as promptly as practicable after it obtains knowledge thereof and determines 8.3(a), the applicable Affected Party shall deliver to request such compensation, and (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender 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, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with Transferor a certificate in reasonable detail setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(a). If any Lender requests compensation from the Borrower under this Section 4.1(a), the Borrower may, by notice to be paid to such Lender (with a copy to the Administrative Agent), suspend the obligation of Affected Party at such Lender to make or Continue making, or 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 4.4 hereof shall be applicable)time.
(b) Without limiting the effect of the foregoing provisions of this Section 4.1, in the event that, by reason of any Regulatory Change, any 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 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 Lender which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable).
(ca) Determinations and allocations by any Lender the Affected Party for purposes of this Section 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, 8.3 shall be conclusive in the absence of manifest error, provided that such determinations and allocations are made in good faith and on a reasonable basis. Notwithstanding anything , reasonable written evidence (including an explanation of the applicable Regulatory Change and a reasonably detailed computation of an accounting for any amounts demanded) of which shall be provided to the Transferor upon request.
(b) Anything in this Section 8.3 to the contrary contained hereinnotwithstanding, if the Borrower Affected Party is a Conduit Purchaser and such Affected Party enters into agreements for the acquisition of interests in receivables from Other Transferors, such Affected Party shall not be required to make allocate ratably among the Transferor and such Other Transferors the liability for any payment of Additional Costs to any Lender pursuant to amounts under this Section 4.1 with respect 8.3 (“Section 8.3 Costs”) which are attributable to Additional the Transferor and Other Transferors which amounts shall be paid by the Transferor or the Other Transferors; provided, that if such Section 8.3 Costs relating are attributable to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall Transferor and not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.Other Transferor, the Transferor shall be solely liable for such Section 8.3 Costs or if such Section 8.3 Costs are attributable to Other Transferors and not attributable to the Transferor, such Other Transferors shall be solely liable for such Section 8.3
Appears in 1 contract
Sources: Receivables Purchase and Administration Agreement (T-Mobile US, Inc.)
Additional Costs. (a) The Borrower shall pay directly to each Lender Bank from time to time, promptly upon the request of time on demand such Lender, the amounts as such Bank may determine to be necessary to compensate it for any increased costs incurred by such Lender which such Lender Bank determines are attributable to its making or maintaining of any Eurodollar Loans a LIBOR Loan, or its obligation to make any of such Loansor maintain a LIBOR Loan, or its obligation to Convert a Base Rate Loan to a LIBOR Loan hereunder, or any reduction in any amount receivable by such Lender Bank hereunder in respect of any its LIBOR Loan or such Loans or obligations (such increases in costs and reductions in amounts receivable being herein called "“Additional Costs"”), in each case resulting from any Regulatory Change which:
(i1) changes the basis of taxation of any amounts payable to such Lender Bank under this Agreement or its the Notes in respect of any of such Loans LIBOR Loan (other than taxes changes in the rate of general corporate, franchise, branch profit, net income or other income tax imposed on the overall net income of such Lender Bank or its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender Bank has its principal office or such Applicable Lending Office);; or
(ii2) (other than to the extent the LIBOR Reserve Requirement is 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 requirement requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender Bank (including any of such Loans LIBOR Loan or any deposits referred to in the definition of "Eurodollar “LIBOR Interest Rate" ” in Section 1.1 hereof1.01), but excluding the Reserve Requirement to the extent it is included in the calculation or any commitment of the Adjusted Eurodollar Ratesuch Bank (including such Bank’s Loan Commitment hereunder); or
(iii3) imposes any other condition affecting this Agreement or the Notes (or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereunderliabilities). Each Lender will notify Notwithstanding the foregoing, in the event that any Bank determines that it shall incur Additional Costs in maintaining a LIBOR Loan, such Bank shall provide notice thereof to Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Date which will entitle such Lender 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 (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender 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, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(a). If any Lender requests compensation from the Borrower under this Section 4.1(a), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend which notice shall include the obligation dollar amount of the Additional Costs, and Borrower shall have the option, which option must be exercised within five (5) Banking Days of Borrower’s receipt of such Lender notice, to make prepay such LIBOR Loan or Continue making, or to Convert such LIBOR Loan into a Base Rate Loans intoLoan, Eurodollar Loans until the Regulatory Change giving rise subject, however, to such request ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable).
(b) 3.05. Without limiting the effect of the foregoing provisions of the first paragraph of this Section 4.1Section, in the event that, by reason of any Regulatory Change, any Lender 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 Lender Bank which includes deposits by reference to which the interest rate on Eurodollar Loans LIBOR Interest Rate is determined as provided in this Agreement herein or a category of extensions of credit or other assets of such Lender Bank 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 which it may hold, then, if such Lender Bank so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender Bank to make or Continue makingpermit Elections of, to Continue, or to Convert Base Rate Loans into, Eurodollar LIBOR Loans hereunder shall be suspended (in which case the provisions of Section 3.04 shall be applicable) until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable).
(c) effect. Determinations and allocations by any Lender a Bank for purposes of this Section 4.1 of the effect of any Regulatory Change pursuant to the first or second paragraph of this Section, on its costs or rate of maintaining its obligation to make Loans or return of making or maintaining Loans its Loan or portions thereof or on amounts receivable by it in respect of Loans its Loan or portions thereof, and of the additional amounts required to compensate such Lender in respect of any Additional CostsBank under this Section, shall be conclusive in the absence of absent manifest error. To the extent that changing the jurisdiction of a Bank’s Applicable Lending Office would have the effect of minimizing Additional Costs, each such Bank shall use reasonable efforts to make such a change, provided that same would not otherwise be disadvantageous to each such determinations and allocations are made on a reasonable basisBank. Notwithstanding anything to the contrary contained herein, the Borrower No Bank shall not be required to make any payment of Additional Costs entitled to any Lender compensation pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 ninety (90) days prior to the date notice thereof is given to Borrower by such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactivelyBank.
Appears in 1 contract
Sources: Secured Revolving Credit Agreement (Taubman Centers Inc)
Additional Costs. (a) The Borrower shall pay directly to each Lender Bank from time to time, promptly upon as and by way of additional interest on the request of Indebtedness hereunder (to the extent such Lendercharacterization as interest is permitted by applicable law), the such amounts as such Bank may reasonably determine to be necessary to compensate such Bank for any costs incurred by that such Lender which such Lender Bank determines are attributable to its making or maintaining of any Eurodollar Loans or its obligation to make any of such LoansLoans hereunder, or any reduction in any amount receivable by such Lender Bank hereunder in respect of any of such Loans or obligations such obligation (such increases in costs and reductions in amounts receivable being herein called "“Additional Costs"”), resulting from any Regulatory Change whichafter the date of this Agreement or, with respect to any financial institution that becomes a Bank hereunder after the date of this Agreement, after the date on which such financial institution becomes a Bank hereunder (including any Regulatory Change after such applicable date with retroactive effect) that:
(i) changes the basis of taxation of any amounts payable to such Lender Bank under this Agreement or its Notes in respect of any of such Loans extensions of credit (other than taxes imposed on the overall net income of such Lender or its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender has its principal office or such Applicable Lending OfficeExcluded Taxes);; or
(ii) imposes or modifies any reserve, special deposit, minimum capital, capital ratio deposit or similar requirement requirements (other than the Reserve Requirement utilized in the determination of the Eurodollar Rate for such Loans) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments ofof such Bank (including, such Lender (including without limitation, any of such Loans or any deposits referred to in the definition of "“Eurodollar Rate" ” in Section 1.1 1.01 hereof), but excluding or any commitment of such Bank (including, without limitation, the Reserve Requirement to the extent it is included in the calculation Commitments of the Adjusted Eurodollar Ratesuch Bank hereunder); or
(iii) imposes any other condition affecting this Agreement or the Notes its Note (or any of such extensions of credit or liabilities liabilities) or commitments contemplated hereunder or thereunder. Each Lender will notify the Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Date which will entitle such Lender 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 (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender 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, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(a)its Commitment. If any Lender Bank requests compensation from the Borrower under this Section 4.1(a5.01(a), the Borrower may, by notice to such Lender Bank (with a copy to the Administrative Agent), ) suspend the obligation of such Lender Bank thereafter to make or Continue making, or Convert Base Rate Loans into, maintain the Eurodollar Loans until the Regulatory Change giving rise to such request ceases to be in effect effect, provided that such suspension shall not affect the right of such Bank to receive the compensation so requested and provided further that (in which case unless the provisions Borrower exercises its right under Section 5.07 to require such Bank to assign and delegate all of Section 4.4 hereof its interests, rights and obligations under this Agreement to an assignee that assumes those obligations) the Borrower, at its election, may prepay all then outstanding Loans of such Bank together with accrued interest thereon at the end of the Interest Period applicable thereto, without repaying Loans due to the other Banks and the Commitment Percentages of the remaining Banks shall be applicable)adjusted accordingly. The Administrative Agent and/or any Bank, as the case may be, shall use its reasonable efforts (consistent with its internal legal policy and regulatory restrictions) to mitigate any Additional Costs.
(b) Without limiting the effect of the foregoing provisions of paragraph (a) of this Section 4.15.01, in the event that, by reason of any Regulatory ChangeChange after the date of this Agreement or with respect to any financial institution that becomes a Bank hereunder after the date of this Agreement, after the date on which such financial institution becomes a Bank hereunder (including any Lender Regulatory Change after such applicable date with retroactive effect) 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 Lender which Bank that includes deposits by reference to which the interest rate on Eurodollar Loans is are determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender which Bank that includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which that it may hold, then, if such Lender Bank so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender Bank to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable)effect.
(c) Determinations and allocations by any Lender for purposes of this Section 4.1 of Without limiting 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, shall be conclusive in the absence of manifest error, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence Section 5.01 (but without duplication), the Borrower shall not apply pay directly, as and by way of additional interest on the Indebtedness hereunder (to Additional Costs the extent such characterization as interest is permitted by applicable law), to each Bank from time to time on request such amounts as such Bank may determine, acting reasonably, 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, acting reasonably, 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 (A) following any Regulatory Change after the date of this Agreement or, with respect to any financial institution that becomes a Bank hereunder after the date of this Agreement, after the date on which takes effect retroactivelysuch financial institution becomes a Bank hereunder (including any Regulatory Change after such applicable date with retroactive effect) or (B) implementing after the date of this Agreement or, with respect to any financial institution that becomes a Bank hereunder after the date of this Agreement, 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; 1▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A), such compensation to include, without limitation, an amount equal to any reduction of the rate of return on the Commitment or Loans 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; and (ii) any reduction in amounts payable to it hereunder (other than a reduction resulting from a higher rate of Excluded Taxes) or any payment 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 after the date of this Agreement or, with respect to any financial institution that becomes a Bank hereunder after the date of this Agreement, after the date on which such financial institution becomes a Bank hereunder (including any Regulatory Change after such applicable date with retroactive effect).
Appears in 1 contract
Additional Costs. (a) The Each Borrower (or the Company on its behalf) shall pay directly to the Administrative Agent for the account of each Lender and each LC Issuer from time to time, promptly upon the request of time such Lender, the amounts as such Lender or such LC Issuer may determine to be necessary to compensate it for any costs incurred by such Lender or such LC Issuer which such Lender or such LC Issuer determines are attributable to its making making, issuing or maintaining of any Eurodollar Fixed Rate Loans or Letters of Credit hereunder or its obligation to make or issue any of such LoansLoans or Letters of Credit hereunder, or any reduction in any amount receivable by such Lender hereunder in respect of any of such Loans or obligations Letters of Credit 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 which:
(i) changes the basis of taxation of any amounts payable to such Lender or any LC Issuer under this Agreement or its Notes or Letters of Credit in respect of any of such Loans or Letters of Credit (other than changes which affect taxes measured by or imposed on the overall net income of such Lender or such LC Issuer or of its Applicable Lending Office for any of such Loans or Letters of Credit by the jurisdiction in which such Lender or such LC Issuer has its principal office or such Applicable Lending Office);; or
(ii) imposes or modifies any reserve, special deposit, minimum capital, capital ratio insurance assessment or similar requirement requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender or any LC Issuer (including any of such Loans or Letters of Credit or any deposits referred to in the definition definitions of "“Eurodollar Base Rate" ” in Section 1.1 hereof1.01 hereof but excluding, but excluding the Reserve Requirement with respect to the extent it is any such Fixed Rate Loan, any such requirements included in the calculation of the Adjusted applicable Eurodollar RateReserve Requirement); or
(iii) imposes any other condition affecting this Agreement or the Notes (or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereunderliabilities). Each Lender LC Issuer and the Lenders each will notify the Company and each other applicable Borrower (with a copy to or the Company on its behalf), through the Administrative Agent) Agent of any event occurring after the Closing Date date of this Agreement which will entitle such Lender or such LC Issuer to compensation pursuant to this Section 4.1(a6.01(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the BorrowerCompany through the Administrative Agent) will designate a different Applicable Lending Office for the Eurodollar relevant Type of Fixed Rate Loans of such Lender 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, violate any law, rule or regulation or be in any way disadvantageous to such Lender, Lender (provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. United States of America). Each Lender and/or LC Issuer, as applicable, will furnish the Borrower Company with a certificate statement setting forth the basis and the amount of each request of by such Lender or such LC Issuer for compensation under this Section 4.1(a6.01(a). If any Lender or LC Issuer requests compensation from the any Borrower under this Section 4.1(a6.01(a), the such Borrower may, by notice to such Lender (with a copy to or such LC Issuer, as applicable, through the Administrative Agent), suspend the obligation of such Lender or LC Issuer to make or Continue making, or Convert Base additional Fixed Rate Loans into, Eurodollar Loans of the relevant Type or issue Letters of Credit to the Borrowers until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 6.04 hereof shall be applicable).
(b) Without limiting the effect of the foregoing provisions of this Section 4.16.01, in the event thatif, by reason of any Regulatory Change, any 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 Lender or LC Issuer which includes deposits by reference to which the interest rate on Eurodollar any Type of Fixed Rate Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender or LC Issuer which includes Eurodollar any Type of Fixed Rate Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender or LC Issuer so elects by notice to the Borrower Company (with a copy to the Administrative Agent)) and each other Borrower, as applicable, the obligation of such Lender or LC Issuer to make or Continue making, or Convert Base Fixed Rate Loans into, Eurodollar Loans of the relevant Type or issue Letters of Credit hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 6.04 hereof shall be applicable).
(c) Determinations and allocations by any Lender Lender, or any LC Issuer for purposes of this Section 4.1 6.01 of the effect of any Regulatory Change on its costs of maintaining its obligation obligations to make Loans or issue Letters of making Credit or of making, issuing or maintaining Loans or Letters of Credit or on amounts receivable by it in respect of Loans or Letters of Credit, and of the additional amounts required to compensate such Lender or LC Issuer in respect of any Additional Costs, shall be conclusive in the absence of presumed correct absent manifest error.
(d) Notwithstanding the foregoing, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the no Borrower shall not be required to make compensate any payment of Lender or LC Issuer for any Additional Costs incurred more than one year prior to any the date that such Lender pursuant to this Section 4.1 with respect to or LC Issuer notifies such Borrower thereof, unless such Additional Costs relating were caused by the retroactive application of a Regulatory Change to any period of time which is a date more than 180 days one year prior to the date of such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactivelynotice.
Appears in 1 contract
Additional Costs. (a) The Borrower shall pay directly to the Agent for the account of each Lender from time to time, promptly upon the request of time such Lender, the amounts as such Lender may determine to be necessary to compensate it for any costs incurred by such Lender which such Lender determines are attributable to its making or maintaining of any Eurodollar LIBOR Loans hereunder or its obligation to make any of such LoansLoans hereunder, or any reduction in any amount receivable by such Lender hereunder in respect of any LIBOR Loan or such Loans or obligations obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), in each case resulting from any Regulatory Change which:
(i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or its the Notes in respect of any of such Loans (other than taxes imposed on the overall net income of such Lender or its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office);LIBOR Loan; or
(ii) imposes or modifies any reserve, special deposit, minimum capital, capital ratio deposit or similar requirement requirements (other than the Reserve Requirement, to the extent it is taken into consideration in determining the LIBOR Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (including any of such Loans LIBOR Loan or any deposits referred to in the definition of "Eurodollar LIBOR Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Ratebelow); or
(iii) imposes any other condition affecting this Agreement or the Notes or any extensions of credit or liabilities or commitments contemplated hereunder or thereunder. Each Lender will notify provide the Borrower (with a copy to the Administrative Agent) notice of any event occurring after the Closing Date date of this Agreement which will entitle such Lender 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 (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender 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, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. . Each Lender will furnish the Borrower with a certificate statement, in reasonable detail, setting forth the basis and the amount of each request of by such Lender for compensation under this Section 4.1(a)Section. Within 30 days of the notice by such Lender, the Borrower shall pay the Agent for the benefit of the affected Lender that portion of such increased costs incurred or reduction in an amount received which is attributable to making, funding and maintaining such affected Lender's Loans hereunder. If such sum is not paid within such 30 day period, it shall bear interest at the Post-Default Rate until paid in full. The Borrower shall not be required to make any such payment for such increased costs arising prior to the date which is one hundred twenty (120) days before the date of such notice (unless and only to the extent such law, rule, regulation, policy, guideline, directive or interpretation applies retroactively to a period prior to the date which is one hundred twenty (120) days before the date of such notice, in which case, the Borrower shall not be required to make any payment for increased costs resulting from such retroactive application unless such Lender provides such notice within one hundred twenty (120) days after such rule, regulation, policy, guideline, directive or interpretation is published in final form and the Lender reasonably should have been aware thereof. If any affected Lender requests compensation from shall subsequently recoup costs for which such Lender has heretofore been compensated by the Borrower under this Section 4.1(a)4.12, such Lender shall remit to the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation amount of such Lender to make or Continue making, or 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 4.4 hereof shall be applicable)recoupment.
(b) Without limiting the effect of the foregoing provisions of this Section 4.1Section, in the event that, by reason of any Regulatory Change, any 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 Lender 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 Lender which includes Eurodollar LIBOR Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrower (with a copy to the Administrative Agent)Borrower, the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar LIBOR Loans hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable)effect.
(ci) Determinations and allocations by any Lender for purposes of this Section 4.1 of the effect of any Regulatory Change on its costs of maintaining its obligation obligations to make LIBOR Loans or of making or maintaining LIBOR Loans or on amounts receivable by it in respect of Loans LIBOR Loans, and of the additional amounts required to compensate such Lender in respect of any Additional Costs, shall be conclusive in the absence of absent manifest error, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.
Appears in 1 contract
Sources: Revolving Credit Agreement (American Dental Partners Inc)
Additional Costs. (a) The Borrower shall pay directly to each Lender from time to time, promptly upon the request of time such Lender, the amounts as Lender may determine to be necessary to compensate it for any costs incurred by such Lender which such Lender determines are attributable to its making or maintaining of any Eurodollar Loans CD Advances hereunder or its obligation to make any of such LoansCD Advances hereunder, or any reduction in any amount receivable by such Lender hereunder in respect of any such Loans CD Advances or obligations such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change which:
: (ia) changes the basis of taxation of any amounts payable to such Lender under this Agreement or its Notes the Note in respect of any of such Loans Advances (other than taxes imposed on the overall net income of such Lender or its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender has its principal office or such Applicable Lending OfficeAdvances);
; Craftmade International, Inc. First Amended and Restated Credit Agreement 13 20 (iib) imposes or modifies any reserve, special deposit, minimum capital, capital ratio 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 Lender (including any of such Loans Advances or any deposits referred to in the definition of "Eurodollar CD Rate" in Section SECTION 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate); or
or (iiic) imposes any other condition affecting this Agreement or the Notes Note or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereundercommitments. Each Lender will notify the Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Date date of this Agreement which will entitle such Lender to compensation pursuant to this Section 4.1(a) SECTION 4.1 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Borrower) will designate a different Applicable Lending Office lending office for the Eurodollar Loans of Advances affected by such Lender 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, violate any law, rule rule, or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each . Lender will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(a)section. If any Lender requests compensation from the Borrower under this Section 4.1(a)section, the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans additional CD Advances until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 SECTION 4.3 hereof shall be applicable).
(b) Without limiting the effect of the foregoing provisions of this Section 4.1, in the event that, by reason of any Regulatory Change, any 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 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 Lender which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable).
(c) . Determinations and allocations by any Lender for purposes of this Section 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, section shall be conclusive in the absence of manifest errorconclusive, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.
Appears in 1 contract
Additional Costs. (a) The Borrower Borrowers shall pay directly to each Lender from time to time, promptly upon the request of such Lender, the costs incurred by such Lender which such Lender determines are attributable to its making or maintaining of any Eurodollar LIBOR Loans or its obligation to make any of such Loans, or any reduction in any amount receivable by such Lender hereunder in respect of any such Loans or obligations (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change which:
(i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or its Notes in respect of any of such Loans (other than taxes imposed on the overall net income of such Lender or its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office);
(ii) imposes or modifies any reserve, 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 Lender (including any of such Loans or any deposits referred to in the definition of "Eurodollar LIBOR Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar LIBOR Rate); or
or [ ](iii) imposes any other condition affecting this Agreement or the Notes or any extensions of credit or liabilities or commitments contemplated hereunder or thereunder. Each Lender will notify the Borrower Borrowers (with a copy to the Administrative Agent) of any event occurring after the Closing Date which will entitle such Lender 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 (if so requested by the BorrowerBorrowers) will designate a different Applicable Lending Office for the Eurodollar LIBOR Loans of such Lender 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, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower Borrowers with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(a). If any Lender requests compensation from the Borrower Borrowers under this Section 4.1(a), the Borrower Borrowers may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar LIBOR Loans until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable).
(b) Without limiting the effect of the foregoing provisions of this Section 4.1, in the event that, by reason of any Regulatory Change, any 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 Lender 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 Lender which includes Eurodollar LIBOR Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrower Borrowers (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar LIBOR Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable).
(c) Determinations and allocations by any Lender for purposes of this Section 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, shall be conclusive in the absence of manifest error, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.
Appears in 1 contract
Additional Costs. Anything herein to the contrary notwithstanding, if any changes in present or future applicable law (a) The Borrower shall pay directly to each Lender which term applicable law , as used in this Section 6.01, includes statutes and 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 timetime heretofore or hereafter made upon or otherwise issued to any Lender by any central bank or other fiscal, promptly upon the request of such Lender, the costs incurred by such Lender which such Lender determines are attributable to its making monetary or maintaining of any Eurodollar Loans or its obligation to make any of such Loans, or any reduction in any amount receivable by such Lender hereunder in respect of any such Loans or obligations (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"other authority), resulting from including without limitation any Regulatory Change which:
change according to a prescribed schedule of increasing requirements, whether or not known or in effect as of the date hereof, shall (i) changes subject any Lender to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement or the payment to such Lender of any amounts due to it hereunder, or (ii) materially change the basis of taxation of payments to any Lender of any other amounts payable to such Lender under this Agreement hereunder, or its Notes in respect of (iii) impose or increase or render applicable any of such Loans (other than taxes imposed on the overall net income of such Lender special or its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender has its principal office supplemental deposit or such Applicable Lending Office);
(ii) imposes or modifies any reserve, special deposit, minimum capital, capital ratio reserve or similar requirement relating to any extensions of credit requirements or other assessment against assets held by, or deposits in or for the account of, or any deposits with or other liabilities or commitments of, such or loans by an office of any Lender (including any of such Loans or any deposits referred to in the definition of "Eurodollar Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation respect of the Adjusted Eurodollar Rate); or
transactions contemplated herein, or (iiiiv) imposes impose on any Lender any other condition affecting or requirement with respect to this Agreement or Agreement, and the Notes or any extensions of credit or liabilities or commitments contemplated hereunder or thereunder. Each Lender will notify the Borrower (with a copy to the Administrative Agent) result of any event occurring after of the Closing Date which will entitle such Lender foregoing is cost to compensation pursuant (A) to this Section 4.1(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender if such designation will avoid the need for, or reduce the any amount of, such compensation and will not, in the sole opinion of such Lender, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(a). If any Lender requests compensation from the Borrower under this Section 4.1(a), the Borrower may, by notice payable to such Lender hereunder, or (with a copy B) to the Administrative Agent), suspend the obligation of require such Lender to make any payment or Continue makingto forego any interest or other sum payable hereunder, or 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 4.4 hereof shall be applicable).
(b) Without limiting the effect of the foregoing provisions of this Section 4.1, in the event that, by reason of any Regulatory Change, any 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 which payment or foregone interest or other liabilities of such Lender which includes deposits sum is calculated by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement gross amount of any sum receivable or a category of extensions of credit or other assets of deemed received by such Lender which includes Eurodollar Loans or (ii) becomes subject to restrictions on from the amount of such a category of liabilities or assets which it may holdCompany hereunder, then, if and in each such case not otherwise provided for hereunder, the Company will upon demand made by such Lender so elects promptly following such Lender s receipt of notice pertaining to such matters accompanied by notice calculations thereof in reasonable detail, pay to the Borrower (with a copy to the Administrative Agent), the obligation of Lender such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable).
(c) Determinations and allocations by any Lender for purposes of this Section 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 as will be sufficient to compensate such Lender in respect of any Additional Costs, shall be conclusive in the absence of manifest error, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request it for such Additional Costsadditional cost, reduction, payment or foregone interest or other sum; provided that the foregoing provisions of this sentence shall not apply in the case of any additional cost, reduction, payment or foregone interest or other sum resulting from any taxes charged upon or by reference to Additional Costs attributable to any Regulatory Change which takes effect retroactivelythe overall net income, profits or gains of such Lender.
Appears in 1 contract
Additional Costs. (a) The Borrower Borrowers shall pay directly to each Lender Bank from time to time, promptly upon the request of time on demand such Lender, the amounts as such Bank may determine to be necessary to compensate it for any costs incurred by such Lender which such Lender 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 of such LoansLoans hereunder, or any reduction in any amount receivable by such Lender Bank hereunder in respect of any such Loans or obligations such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change which:
: (i) changes the basis of taxation of any amounts payable to such Lender Bank under this Agreement or its Notes Note in respect of any of such Loans (other than taxes imposed on the overall net income of such Lender Bank or of its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender Bank has its principal office or such Applicable Lending Office);
; or (ii) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirement requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender Bank (including any of such Loans or any deposits referred to in the definition of "Eurodollar Fixed Base Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate1.1); or
or (iii) imposes any other condition affecting this Agreement or the Notes its Note (or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereunderliabilities). Each Lender Bank will notify the Borrower (with a copy to the Administrative Agent) Borrowers of any event occurring after the Closing Date date of this Agreement which will entitle such Lender Bank to compensation pursuant to this Section 4.1(a3.1(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender 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, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(a). If any Lender Bank requests compensation from the Borrower under this Section 4.1(a), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue making, or 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 4.4 hereof shall be applicable).the
(b) Without limiting the effect of the foregoing provisions of this Section 4.13.1, in the event that, by reason of any Regulatory Change, any Lender 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 Lender Bank 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 Lender Bank which includes Eurodollar Fixed Rate Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender Bank so elects by notice to the Borrower Borrowers (with a copy to the Administrative Agent), the obligation of such Lender Bank to make or Continue makingrenew, or Convert Base Rate and to convert Loans of any other type into, Eurodollar Loans of such type hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (in which case the provisions and all Loans of Section 4.4 hereof such type held by such Bank then outstanding shall be applicableconverted in accordance with Section 3.4).
(c) Without limiting the effect of the foregoing provisions of this Section 3.1 (but without duplication), the Borrowers 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 any costs which it determines are attributable to the maintenance by it or any 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 thereafter) of any court or Governmental Authority or monetary authority of capital in respect of its Loans hereunder or its obligation to make Loans hereunder (such compensation to include, without limitation, an amount equal to any reduction in return on assets or equity of such Bank to a level below that which it could have achieved but for such law, regulation, interpretation, directive or request). Each 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 any Lender a Bank for purposes of this Section 4.1 3.1 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 maintaining its obligation to make Loans or of making or maintaining Loans or its obligation to make Loans, or on amounts receivable by 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 in respect of any Additional CostsBank under this Section 3.1, shall be conclusive in the absence of manifest errorconclusive, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.
Appears in 1 contract
Additional Costs. (a) The Borrower shall pay directly to each Lender Bank from time to time, promptly upon the request of time such Lender, the amounts as such Bank may determine to be necessary to compensate it for any costs incurred by such Lender Bank which such Lender Bank determines are attributable to Borrower and its making or maintaining of any Eurodollar Loans hereunder or its obligation to make any of such LoansLoans hereunder, or any reduction in any amount receivable by such Lender Bank hereunder in respect of any such Loans or obligations such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change which:
(i) changes the basis of taxation of any amounts payable to such Lender Bank under this Agreement or its Notes Note in respect of any of such Loans (other than taxes imposed on the overall net income of such Lender Bank or its Applicable Lending Office for any of such Eurodollar Loans by the jurisdiction in which such Lender Bank has its principal office or such Applicable Lending Office);
(ii) imposes or modifies any reserve, special deposit, minimum capital, capital ratio 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 Lender Bank (including any of such Eurodollar Loans or any deposits referred to in the definition of "Eurodollar Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate); or
(iii) imposes any other condition affecting this Agreement or the Notes or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereundercommitments. Each Lender Bank will notify the Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Date date of this Agreement which will entitle such Lender Bank to compensation pursuant to this Section 4.1(a5.1(a) as promptly as practicable after it obtains knowledge thereof (but in any event within 360 days after such event) and determines to request such compensation, and (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of affected by such Lender 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 LenderBank, violate any law, rule rule, or regulation or be in any way disadvantageous to such LenderBank, provided that such Lender Bank shall have no obligation to so designate an Applicable Lending Office located in outside the U.S. United States of America. Each Lender Bank will furnish the Borrower with a certificate (which absent manifest error, shall be conclusive) setting forth the basis and the amount of each request of such Lender Bank for compensation under this Section 4.1(a5.1(a). If any Lender Bank requests compensation from the Borrower under this Section 4.1(a5.1(a), the Borrower may, by notice to such Lender Bank (with a copy to the Administrative Agent), ) suspend the obligation of such Lender Bank to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans of the Type with respect to 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 4.4 5.4 hereof shall be applicable).
(b) Without limiting the effect of the foregoing provisions of this Section 4.15.1, in the event that, by reason of any Regulatory ChangeChange that becomes effective after date hereof, any Lender 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 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 Lender which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable).a
(c) Determinations and allocations by any Lender Bank for purposes of this Section 4.1 5.1 of the effect of any Regulatory Change on its costs of maintaining its obligation obligations to make Eurodollar Loans or of making or maintaining Eurodollar Loans or on amounts receivable by it in respect of Loans Eurodollar Loans, and of the additional amounts required to compensate such Lender Bank in respect of any Additional Costs, shall be conclusive in the absence of manifest errorconclusive, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.
Appears in 1 contract
Additional Costs. (a) The Borrower Borrowers shall pay directly to each Lender the Bank from time to time, promptly upon time on demand such amounts as the request of such Lender, Bank may determine to be necessary to compensate it for any costs which the costs incurred by such Lender which such Lender Bank determines are attributable to its making or maintaining of any Eurodollar LIBOR Loans under this Agreement or the Notes or its obligation to make any of such LoansLoans hereunder, or any reduction in any amount receivable by such Lender the Bank hereunder in respect of any such Loans or obligations such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change which:
: (i) changes the basis of taxation of any amounts payable to such Lender the Bank under this Agreement or its the Notes in respect of any of such Loans (other than taxes imposed on the overall net income of such Lender the Bank or of its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender has its principal office the Principal Office or such Applicable Lending OfficeOffice is located);
; or (ii) imposes or modifies any reserve, special deposit, deposit insurance or 161 assessment, minimum capital, capital ratio or similar requirement requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender the Bank (including any of such Loans or any deposits referred to in the definition of "Eurodollar LIBO Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate1.1); or
or (iii) imposes any other condition affecting this Agreement or the Notes (or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereunderliabilities). Each Lender The Bank will notify the Borrower (with a copy to the Administrative Agent) Borrowers of any event occurring after the Closing Date date of this Agreement which will entitle such Lender the Bank to compensation pursuant to this Section 4.1(a3.1(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender 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, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(a). If any Lender requests compensation from the Borrower under this Section 4.1(a), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue making, or 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 4.4 hereof shall be applicable).
(b) Without limiting the effect of the foregoing provisions of this Section 4.13.1, in the event that, by reason of any Regulatory Change, any Lender 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 Lender the Bank 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 Lender the Bank which includes Eurodollar LIBOR Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender the Bank so elects by notice to the Borrower (with a copy to the Administrative Agent)Borrowers, the obligation of such Lender the Bank to make or Continue makingrenew, or Convert Base Rate and to convert Loans of any other type into, Eurodollar Loans of such type hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (effect, and the Borrowers shall on the last day(s) of the then current Interest Period(s) for the outstanding Loans of such type, either prepay such Loans or convert such Loans into another type of Loan in which case the provisions of accordance with Section 4.4 hereof shall be applicable)2.5.
(c) Without limiting the effect of the foregoing provisions of this Section 3.1 (but without duplication), the Borrowers shall pay to the Bank from time to time on request such amounts as the Bank may determine to be necessary to compensate the Bank for any costs which it determines are attributable to the maintenance by it or any 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 thereafter) of any court or governmental or monetary authority of capital in respect of its Loans hereunder or its obligation to make Loans hereunder (such compensation to include, without limitation, an amount equal to any reduction in return on assets or equity of the Bank to a level below that which it could have achieved but for such law, regulation, interpretation, directive or request). 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 any Lender the Bank for purposes of this Section 4.1 3.1 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 maintaining its obligation to make Loans or of making or maintaining Loans or its obligation to make Loans, or on amounts receivable by 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 in respect of any Additional Coststhe Bank under this Section 3.1, shall be conclusive in the absence of manifest errorconclusive, 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 "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. Notwithstanding anything 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 be the amount set forth in the aforementioned notice from the Bank to the contrary contained hereinBorrowers. Whatever the final Adjustment may be, if the Borrower Bank shall still have any Loans outstanding to the Borrowers 162 upon the expiration of such ninety-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 required obligated to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 offer LIBO Rates with respect to Additional Costs relating to Interest Periods commencing during the period following any period of time which is more than 180 days such notice and prior to such Lender's request for such Additional Costs, provided that agreement by the foregoing provisions Bank and the Borrowers as to the amount of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactivelythe Adjustment.
Appears in 1 contract
Sources: Credit Agreement (Tridex Corp)
Additional Costs. (a) The Borrower Company shall pay directly to each Lender from time to time, promptly upon the request of time such Lender, the costs incurred by amounts as such Lender which may reasonably determine to be necessary to compensate such Lender for any costs that such Lender determines are attributable to its making or maintaining of any Eurodollar Loans or its obligation to make any of such LoansEurodollar Loans hereunder, or any reduction in any amount receivable by such Lender hereunder in respect of any of such Loans or obligations such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change which---------------- 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 changes the basis of taxation of any amounts payable to such Lender under this Credit Agreement or its Notes ---------------- Agreement in respect of any of such Loans (other than taxes imposed excluding changes in the rate of tax on the overall net income of such Lender or its of such Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office);; or
(ii) imposes or modifies any reserve, special deposit, minimum capital, capital ratio deposit or similar requirement requirements (other than the Reserve Requirement 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 or commitments of, such Lender (including including, without limitation, any of such Loans or any deposits referred to in the definition of "Eurodollar Base Rate" in Section 1.1 1.01 hereof), but excluding or any commitment of such Lender (including, without limitation, the Reserve Requirement to the extent it is included in the calculation Commitment of the Adjusted Eurodollar Ratesuch Lender hereunder); or
(iii) imposes any other condition affecting this Agreement or the Notes (or any of such extensions of credit or liabilities liabilities) or commitments contemplated hereunder or thereunderits Commitment. Each If any Lender will notify requests compensation from the Borrower Company under this Section 5.01(a), the Company may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such 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 5.04 hereof shall be applicable), provided that -------- such suspension shall not affect the right of such Lender to receive the compensation so requested.
(b) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Company shall pay directly to each Lender from time to time on request such amounts as such Lender may reasonably determine to be necessary to compensate such Lender (or, without duplication, the bank holding company of which such Lender is a subsidiary) for any costs that it reasonably determines are attributable to the maintenance by such 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) Credit Agreement ---------------- hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basle Accord, of capital in respect of its 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 Lender (or any Applicable Lending Office or such bank holding company) to a level below that which such 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 Closing Date which will entitle 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 4.1(a) as promptly as practicable 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 it obtains knowledge thereof and determines the date 45 days prior to request the date that such compensation, Lender does give such notice and (if so requested by the Borrowerii) each Lender will designate a different Applicable Lending Office for the Eurodollar 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, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided except that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. United States of America. Each Lender will furnish to the Borrower with Company a certificate setting forth the basis and the amount of each request of by such Lender for compensation under this Section 4.1(a). If any Lender requests compensation from the Borrower under this Section 4.1(a), the Borrower may, by notice to such Lender paragraph (with a copy to the Administrative Agent), suspend the obligation of such Lender to make a) or Continue making, or 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 4.4 hereof shall be applicable).
(b) Without limiting the effect of the foregoing provisions of this Section 4.1, in the event that, by reason of any Regulatory Change, any 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 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 Lender which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable).
(c) 5.01. Determinations and allocations by any Lender for purposes of this Section 4.1 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 of making or maintaining Loans Loans, or on amounts receivable by it in respect of Loans Loans, and of the additional amounts required to compensate such Lender in respect of any Additional Costsunder this Section 5.01, shall be conclusive in the absence of manifest errorconclusive, provided that such determinations and allocations are -------- made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.
Appears in 1 contract
Additional Costs. (a) The Borrower shall pay directly to each the Lender from time to time, promptly upon time such amounts as the request of such Lender, the Lender may reasonably determine to be necessary to compensate it for any costs incurred by such the Lender which such the Lender determines are attributable to its making or maintaining of any Eurodollar Loans LIBOR Advances or Cost of Funds Advances hereunder or its obligation to make any of such LoansAdvances hereunder, or any reduction in any amount receivable by such the Lender hereunder in respect of any such Loans Advances or obligations such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional CostsADDITIONAL COSTS"), resulting from any generally applicable Regulatory Change which:
(i) changes the basis of taxation of any amounts payable to such the Lender under this Agreement or its Notes the Note in respect of any of such Loans Advances (other than taxes imposed on the overall net income of such the Lender or its Applicable Lending Office lending office for any of such Loans Advances by the jurisdiction in which such the Lender has its principal office or such Applicable Lending Officelending office);
(ii) imposes or modifies any reserve, special deposit, minimum capital, capital ratio 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 the Lender (including any of such Loans Advances or any deposits referred to in the definition of "Eurodollar LIBOR Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate); or
(iii) imposes any other condition affecting this Agreement or the Notes such Advances or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereundercommitments. Each The Lender will notify the Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Date date of this Agreement which will entitle such the Lender 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 (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender 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, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each . The Lender will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such the Lender for compensation under this Section 4.1(a)Section. If any the Lender requests compensation from the Borrower under this Section 4.1(a)Section, the Borrower may, by notice to such the Lender (with a copy to the Administrative Agent), suspend the obligation of such the Lender to make or Continue making, or Convert Base Rate Loans Advances into, Eurodollar Loans Advances of the Type with respect to 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 4.4 5 hereof shall be applicable).
(b) Without limiting the effect of the foregoing provisions of this Section 4.1Section, in the event that, by reason of any generally applicable Regulatory Change, any the Lender either (ia) 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 Lender which includes deposits by reference to which the interest rate on Eurodollar Loans LIBOR Advances or Cost of Funds Advances is determined as provided in this Agreement or a category of extensions of credit or other assets of such the Lender which includes Eurodollar Loans LIBOR Advances or Cost of Funds Advances, or (iib) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such the Lender so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such the Lender to make or Continue making, or Convert Base Rate Loans Advances into, Eurodollar Loans Advances of such Type hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 5 hereof shall be applicable).
(c) Determinations and allocations by any the Lender for purposes of this Section 4.1 of the effect of any generally applicable Regulatory Change on its costs of maintaining its obligation obligations to make Loans Advances or of making or maintaining Loans Advances or on amounts receivable by it in respect of Loans Advances, and of the additional amounts required to compensate such the Lender in respect of any Additional Costs, shall be conclusive in the absence of manifest errorconclusive, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to .
(d) The Lender will not seek the contrary contained herein, the Borrower shall not be required to make any payment benefits of Additional Costs to any Lender pursuant to this Section 4.1 5.1 unless it is, at the time of any attempts to collect amounts under this Section 5.1 from the Borrower, applying similar reimbursement standards to other borrowers of the Lender who have loans with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactivelysimilar pricing options.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Zimmerman Sign Co)
Additional Costs. (a) The Borrower shall pay directly to each Lender Bank from time to time, promptly upon the request of time such Lender, the amounts as such Bank may reasonably determine to be necessary to compensate it for any costs incurred by such Lender Bank which such Lender 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 of such LoansLoans hereunder or issue or participate in any Letter of Credit, or any reduction in any amount receivable by such Lender Bank hereunder in respect of any such Loans or obligations 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 which:
(i) changes the basis of taxation of any amounts payable to such Lender Bank under this Agreement or its Notes in respect of any of such Loans (other than franchise taxes and taxes imposed on the overall net income of such Lender Bank or its Applicable Lending Office for any of such Loans by the United States of America or the jurisdiction in which such Lender Bank has its principal office Principal Office or such Applicable Lending Office);
(ii) imposes or modifies any reserve, special deposit, minimum capital, capital ratio 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 Lender Bank (including any of such Loans or any deposits referred to in the definition of "Eurodollar Libor Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate); or
(iii) imposes any other condition affecting this Agreement or the Notes or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereundercommitments. Each Lender Bank will notify the Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Date date of this Agreement which will entitle such Lender Bank to compensation pursuant to this Section 4.1(aSubsection 8.1(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of affected by such Lender 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 LenderBank, violate any law, rule rule, or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Bank. Each Lender Bank will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender Bank for compensation under this Section 4.1(aSubsection 8.1(a). If any Lender Bank requests compensation from the Borrower under this Section 4.1(aSubsection 8.1(a), the Borrower may, by notice to such Lender Bank (with a copy to the Administrative Agent), ) suspend the obligation of such Lender Bank to issue or participate in Letters of Credit or to make Loans subject to Libor Accounts or Continue making, Libor Accounts as Libor Accounts or Convert Base Prime Rate Loans into, Eurodollar Loans Accounts into Libor Accounts until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 8.4 hereof shall be applicableapplicable with respect to such Libor Accounts). A Bank may not request compensation under this subsection 8.1(a) for Additional Cost incurred at any time before the date which is twelve (12) months prior to the date the Bank requests such compensation.
(b) Without limiting the effect of the foregoing provisions of this Section 4.18.1, in the event that, by reason of any Regulatory Change, any Lender 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 Lender Bank 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 Lender Bank 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 which it may hold, then, if such Lender Bank so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender Bank to make Loans subject to Libor Accounts or Continue making, Libor Accounts as Libor Accounts or Convert Base Prime Rate Loans into, Eurodollar Loans 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 provisions of Section 4.4 8.4 hereof shall be applicable).
(c) Determinations and allocations by any Lender Bank for purposes of this Section 4.1 8.1 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 additional amounts required to compensate such Lender Bank in respect of any Additional Costs, shall be conclusive in the absence of shall, absent manifest error, constitute prima facie evidence of the accuracy thereof, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.
Appears in 1 contract
Sources: Credit Agreement (Jotan Inc)
Additional Costs. (a) The Borrower Borrowers shall pay directly to each Lender from time to time, promptly upon the request of such Lender, the costs incurred by such Lender which such Lender determines are attributable to its making or maintaining of any Eurodollar Loans or its obligation to make any of such Loans, or any reduction in any amount receivable by such Lender hereunder in respect of any such Loans or obligations (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change which:
(i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or its Notes in respect of any of such Loans (other than taxes imposed on the overall net income of such Lender or its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office);
(ii) imposes or modifies any reserve, 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 Lender (including any of such Loans or any deposits referred to in the definition of "Eurodollar Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate); or
(iii) imposes any other condition affecting this Agreement or the Notes or any extensions of credit or liabilities or commitments contemplated hereunder or thereunder. Each Lender will notify the Borrower Borrowers (with a copy to the Administrative Agent) of any event occurring after the Closing Date which will entitle such Lender 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 (if so requested by the BorrowerBorrowers) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender 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, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower Borrowers with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(a). If any Lender requests compensation from the Borrower Borrowers under this Section 4.1(a), the Borrower Borrowers may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue making, or 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 4.4 hereof shall be applicable).
(b) Without limiting the effect of the foregoing provisions of this Section 4.1, in the event that, by reason of any Regulatory Change, any 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 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 Lender which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrower Borrowers (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable).
(c) Determinations and allocations by any Lender for purposes of this Section 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, shall be conclusive in the absence of manifest error, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.
Appears in 1 contract
Additional Costs. (a) The Each Borrower shall pay directly to each Lender from time to time, promptly upon the request of time on demand such Lender, the costs incurred by amounts as such Lender may determine to be necessary to compensate it for any costs which such Lender determines are attributable to its making or maintaining any Eurocurrency Loans to such Borrower under this Agreement or its Revolving Credit Note of any Eurodollar Loans such Borrower or its obligation to make any of such LoansEurocurrency Loans hereunder, or any reduction in any amount receivable by such Lender hereunder in respect of any such Eurocurrency Loans or obligations such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change which:
: (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or its Revolving Credit Notes in respect of any of such Eurocurrency Loans to such Borrower (other than taxes imposed on the overall net income or profits of such Lender or of its Applicable Lending Office for any of such Eurocurrency Loans by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office, or any branch or franchise tax applicable thereto);
; or (ii) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirement requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (including any of such Eurocurrency Loans or any deposits referred to in the definition of "Eurodollar Fixed Base Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate1.01); or
or (iii) imposes any other condition affecting this Agreement or the its Revolving Credit Notes (or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereunderliabilities). Each Lender will notify the applicable Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Date date of this Agreement which will entitle such Lender to compensation pursuant to this Section 4.1(a4.01(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender 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, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(a). If any Lender requests compensation from the a Borrower under this Section 4.1(a4.01(a), the or under Section 4.01(c), such Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of require that such Lender Lender's affected Eurocurrency Credit Loans with respect to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans until the Regulatory Change giving rise to which such request ceases to compensation is requested be converted in effect (in which case the provisions of accordance with Section 4.4 hereof shall be applicable)4.04.
(b) Without limiting the effect of the foregoing provisions of this Section 4.14.01, in the event that, by reason of any Regulatory Change, any 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 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 Lender which includes Eurodollar Eurocurrency Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the applicable Borrower (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue makingrenew, or Convert Base and to convert Variable Rate Loans and unaffected Eurocurrency Loans into, Eurodollar affected Eurocurrency Loans hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof and all affected Eurocurrency Loans held by such Lender then outstanding shall be applicableconverted in accordance with Section 4.04).
(c) Without limiting the effect of the foregoing provisions of this Section 4.01 (but without duplication), each 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 for any costs which it determines are attributable to the maintenance by it or any 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 thereafter) of any court or governmental or monetary authority of capital in respect of its Revolving Credit Loans to such Borrower hereunder or its obligation to make Revolving Credit Loans hereunder (such compensation to include, without limitation, an amount equal to any reduction in return on assets or equity of such Lender to a level below that which it could have achieved but for such law, regulation, interpretation, directive or request). Each Lender will notify the applicable 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 any a Lender for purposes of this Section 4.1 4.01 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 Credit Loans or its obligation to make Loans or of making or maintaining Loans Revolving Credit Loans, or on amounts receivable by by, or the rate of return to, it in respect of Revolving Credit Loans or such obligation, and of the additional amounts required to compensate such Lender in respect of any Additional Costsunder this Section 4.01, shall be conclusive in the absence of manifest errorconclusive, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.
Appears in 1 contract
Additional Costs. (a) The Borrower shall pay directly to each Lender the Bank and the Agent from time to time, promptly upon time on demand such amounts as the request of such Lender, Bank or the Agent may determine (in the manner set forth in Section 5.01(c)) to be necessary to compensate it for any increases in costs incurred by such Lender which such Lender determines are attributable to its making or maintaining of any Eurodollar Loans under this Agreement or the Notes or its obligation to make any of such Loans, Loans hereunder or any reduction in any amount receivable by such Lender the Bank or the Agent hereunder in respect of any such Loans or obligations 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 which:
: (i) changes the basis of taxation of any amounts payable to such Lender the Bank or the Agent under this Agreement or its any of the Notes in respect of any of such Loans (other than taxes imposed on the overall net income of such Lender the Bank or its Applicable Lending Office the Agent for any of such Loans by the jurisdiction in which such Lender the Bank or the Agent has its principal office office); or such Applicable Lending Office);
(ii) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirement requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (including any of such Loans the Bank or any deposits referred to in the definition of "Eurodollar Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate)Agent; or
or (iii) imposes any other condition affecting this Agreement or any of the Notes (or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereunderliabilities). Each Lender The Bank and/or the Agent will notify the Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Date date of this Agreement which will entitle such Lender the Bank or the Agent to compensation pursuant to this Section 4.1(a) as promptly as practicable after it obtains knowledge thereof and determines by furnishing Borrower a written statement describing the Additional Costs entitling it to request such compensation, and (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender 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, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis hereunder and the amount Bank's or the Agent's method of each request of allocating to Borrower such Lender for compensation under this Section 4.1(a)Additional Costs. If any Lender the Bank or the Agent requests compensation from the Borrower under this Section 4.1(aor under Section 5.01(b), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), may suspend the obligation of such Lender the Bank to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans until of the Regulatory Change giving rise type with respect to which such request ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable)compensation is requested.
(b) Without limiting the effect of the foregoing provisions of this Section 4.1Section, Borrower shall pay directly to the Bank or the Agent from time to time on request such amounts as the Bank or the Agent may determine (in the event that, manner set forth in Section 5.01(c)) to be necessary to compensate the Bank or the Agent for any Additional Costs which are attributable to the maintenance by reason it or any of its affiliates (pursuant to any Regulatory Change) of capital in respect of its Loans hereunder or its obligation to make Loans hereunder (such compensation to include, without limitation, an amount equal to any Lender either (i) incurs reduction in return on assets or equity of the Bank or the Agent to a level below that which it would have achieved but for such Regulatory Change). The Bank and/or the Agent 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 based on or measured by entitling it to compensation hereunder and the excess above a specified level Bank's method of the amount of a category of deposits or other liabilities of allocating to Borrower such 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 Lender which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable)Additional Costs.
(c) Determinations Reasonable determinations and allocations by any Lender the Bank or the Agent for purposes of this Section 4.1 of the effect of any Regulatory Change pursuant to Sections 5.01(a) or (b) on its costs of maintaining its obligation to make Loans or of making or maintaining Loans or its obligation to make Loans, or on amounts receivable by 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 in respect of any Additional Coststhe Bank or the Agent, shall be conclusive in the absence of manifest absent demonstrated error, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.
Appears in 1 contract
Additional Costs. (a) The Borrower shall pay directly to each Lender Bank from time to time, promptly upon the request of time such Lender, the amounts as such Bank may determine to be necessary to compensate it for any reasonable costs incurred by such Lender Bank which such Lender Bank determines are attributable to its making or maintaining of any Eurodollar Loans or Accounts hereunder, its obligation to make any such Revolving Loans hereunder or its obligation to issue or participate in any Letter of such Loans, Credit or any reduction in any amount receivable by such Lender Bank hereunder in respect of any such Loans Revolving Loans, Letters of Credit or such obligations (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change which:
(i) changes the basis of taxation of any amounts payable to such Lender Bank under this Agreement or its Revolving Notes in respect of any of such Revolving Loans or Letters of Credit (other than franchise taxes and taxes imposed on the overall net income of such Lender Bank or its Applicable Lending Office for any of such Revolving Loans or Letters of Credit by the United States of America or the jurisdiction in which such Lender Bank has its principal office Principal Office or such Applicable Lending Office);
(ii) imposes or modifies any reserve, special deposit, minimum capital, capital ratio 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 Lender Bank (including any of such Loans Revolving Loans, Letters of Credit or any deposits referred to in the definition of "Eurodollar Rate" in Section 1.1 hereof, hereof but excluding the Reserve Requirement to the extent it is included any changes in the calculation Reserves Requirement already taken into consideration in the definition of the Adjusted Eurodollar Rate); or
(iii) imposes any other condition affecting this Agreement or Agreement, the Notes Revolving Notes, the Letters of Credit or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereundercommitments. Each Lender Bank will notify the Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Date date of this Agreement which will entitle such Lender 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 (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender 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, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(a). If any Lender requests compensation from the Borrower under this Section 4.1(a), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue making, or 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 4.4 hereof shall be applicable).this
(b) Without limiting the effect of the foregoing provisions of this Section 4.15.1, in the event that, by reason of any Regulatory Change, any Lender 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 Lender Bank which includes deposits by reference to which the interest rate on the Revolving 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 Lender Bank which includes Revolving Loans subject to Eurodollar Loans Accounts or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender Bank so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender Bank to make Revolving Loans subject to Eurodollar Accounts or Continue making, Eurodollar Accounts as Eurodollar Accounts or Convert Base Rate Loans into, Accounts into Eurodollar Loans Accounts hereunder shall be suspended until such the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 5.4 hereof shall be applicable).
(c) Determinations and allocations by any Lender Bank for purposes of this Section 4.1 5.1 of the effect of any Regulatory Change on its costs of maintaining its obligation to make Revolving Loans subject to Eurodollar Accounts or issue or participate in Letters of Credit or of making or maintaining Revolving Loans subject to Eurodollar Accounts or on amounts receivable by it in respect of such Revolving Loans or Letters of Credit, and of the additional amounts required to compensate such Lender Bank in respect of any Additional Costs, shall be conclusive in the absence of shall, absent manifest error, be conclusive, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.
Appears in 1 contract
Additional Costs. (a) The Borrower Kitty Hawk shall pay directly to each Lender from time to time, promptly upon within ten days after the request of such Lender, the costs incurred by such Lender which such Lender reasonably determines are attributable to its making or maintaining of any Eurodollar Loans or its obligation to make any of such Loans, or any reduction in any amount receivable by such Lender hereunder in respect of any such Loans or obligations (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change occurring after the Closing Date which:
(i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or its Notes in respect of any of such Loans (other than income taxes imposed on the overall and franchise taxes attributable to net income of such Lender or its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office);
(ii) imposes or modifies any reserve, 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 Lender (including any of such Loans or any deposits referred to in the definition of "Eurodollar Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate); or
(iii) imposes any other condition affecting this Agreement or the Notes or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereundercommitments. Each applicable Lender will notify the Borrower Kitty Hawk (with a copy to the Administrative Agent) of any event occurring after the Closing Date which will entitle such Lender 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 (if so requested by Kitty Hawk) will, if and to the Borrower) will extent that it is reasonably feasible for such Lender to do so given administrative and other considerations, designate a different Applicable Lending Office for the Eurodollar Loans of such Lender if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole reasonable opinion of such Lender, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. . Each applicable Lender will furnish the Borrower Kitty Hawk with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(a). If any Lender requests compensation from the Borrower under this Section 4.1(a), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue making, or 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 4.4 hereof shall be applicable).Kitty
(b) Without limiting the effect of the foregoing provisions of this Section 4.1, in the event that, by reason of any Regulatory Change, any 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 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 Lender which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrower Kitty Hawk (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable).
(c) Determinations and allocations by any Lender for purposes of this Section 4.1 of the effect of any Regulatory Change on its costs of maintaining its obligation to make Loans or issue Letters of Credit or of making or maintaining Loans or issuing Letters of Credit or on amounts receivable by it in respect of Loans or Letters of Credit, and of the additional amounts required to compensate such Lender in respect of any Additional Costs, shall be conclusive in the absence of manifest error, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.
Appears in 1 contract
Sources: Credit Agreement (Kitty Hawk Inc)
Additional Costs. (a) The Borrower shall pay directly to each the Lender from time to time, promptly upon time such amounts as the request of such Lender, Lender may determine in good faith to be necessary to compensate the Lender for any costs incurred by such Lender which such Lender determines are attributable to its making or maintaining of any Eurodollar Loans or its obligation to make any of such Loansthe Loan, or any reduction in any amount receivable by such the Lender hereunder in respect of any the Loan or such Loans or obligations 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 whichthat:
(i) changes the basis of taxation of any amounts payable to such the Lender under this Agreement or its Notes in respect of any of such Loans the Note (other than changes in rates of taxes imposed on or measured by the overall net income of such the Lender or its Applicable Lending Office for any of such Loans by the jurisdiction in which the Lender pays such Lender has its principal office taxes due to operations, personnel or such Applicable Lending Officeassets other than the Loan and other than Covered Taxes as described in Section 3.05 (Covered Taxes);); or
(ii) imposes or modifies any reserve, special deposit, minimum capital, capital ratio deposit or similar requirement requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (including any of such Loans or any deposits referred to in the definition of "Eurodollar Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate)Lender; or
(iii) imposes any other condition affecting duty or charge in respect of this Agreement or the Notes Note or any extensions of credit or liabilities or commitments contemplated hereunder or thereunder. Each Lender will notify the Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Date which will entitle such Lender 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 (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender 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, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(a). If any Lender requests compensation from the Borrower under this Section 4.1(a), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue making, or 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 4.4 hereof shall be applicable)Loan.
(b) Without limiting the effect of the foregoing provisions of this Section 4.13.01 (but without duplication), in the event that, by reason of if any Regulatory ChangeChange regarding capital requirements affecting the Lender or the Lender’s parent or holding company, any Lender either (i) incurs Additional Costs based if any, has or would have the effect of reducing the rate of return on the Lender’s capital or measured by on the excess above a specified level capital of the amount of Lender’s parent or holding company, if any, to a category of deposits or other liabilities of such Lender which includes deposits by reference to level below that which the interest rate on Eurodollar Loans is determined as provided in this Agreement Lender or a category of extensions of credit the Lender’s parent or other assets of such Lender which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, thenholding company, if such Lender so elects by notice to the Borrower (with a copy to the Administrative Agent)any, the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans hereunder shall be suspended until would have achieved but for such Regulatory Change ceases (taking into consideration the Lender’s policies and the policies of the Lender’s parent or holding company, if any, with respect to capital adequacy) as a consequence of the Lender’s obligations hereunder, then the Borrower shall pay directly to the Lender from time to time on request such additional amount or amounts as the Lender may reasonably determine to be in effect (in which case necessary to compensate the provisions of Section 4.4 hereof shall be applicable)Lender or the Lender’s parent or holding company, if any, for any such reduction suffered.
(c) Determinations and allocations To the extent that the Lender has funded or is maintaining the Loan with proceeds of one or more loans obtained by any the Lender for purposes of this Section 4.1 of from one or more banks having their applicable lending offices within 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 CostsUnited States and, shall be conclusive in the absence of manifest error, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything pursuant to the contrary contained hereinloan agreement(s) or other documents under which the Lender obtains or has obtained such loan(s), the Borrower shall not be required Lender is obligated to make pay one or more of such banks any payment compensation for increased costs or reductions in return of Additional Costs a type similar to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that those described in the foregoing provisions of this sentence Section 3.01, the Borrower shall not apply pay directly to Additional Costs attributable the Lender from time to any Regulatory Change which takes effect retroactivelytime upon request such additional amount or amounts (but without duplication of amounts described in paragraphs (a) or (b) above) as the Lender shall be obligated to pay.
Appears in 1 contract
Additional Costs. (a) The Borrower or the Subsidiary Borrower, as applicable, shall pay directly to each Lender from time to time, promptly upon the request of time on demand such Lender, the costs incurred by amounts as such Lender may determine (and reasonably substantiate) to be necessary to compensate it for any costs which such Lender 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 of such LoansFixed Rate Loans hereunder, or any reduction in any amount receivable by such Lender hereunder in respect of any such Fixed Rate Loans or obligations such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change relating to any such Fixed Rate Loans or such obligation which:
: (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or its Notes in respect of any of such Fixed Rate Loans (other than taxes imposed on the overall net income of such Lender or of its Applicable Lending Office for any of such Fixed Rate Loans by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office);
; or (ii) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirement requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (including any of such Fixed Rate Loans or any deposits referred to in the definition of "Eurodollar LIBO Base Rate" or "NIBO Base Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate1.01); or
or (iii) imposes any other condition affecting this Agreement or the its Notes (or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereunderliabilities). Each Lender will notify the Borrower (with a copy to or the Administrative Agent) Subsidiary Borrower, as applicable, of any event occurring after the Closing Date date of this Agreement which will entitle such Lender to compensation pursuant to this Section 4.1(a4.01(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender 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, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(a). If any Lender requests compensation from the Borrower or the Subsidiary Borrower, as applicable, under this Section 4.1(a4.01(a), or under Section 4.01(c), the Borrower or the Subsidiary Borrower, as applicable, may, by notice to such Lender (with a copy to the Administrative Agent), suspend require that such Lender's affected Fixed Rate Loans with respect to which such compensation is requested be converted in accordance with Section 4.04. If any taxes are imposed for which the obligation of such Lender Borrower or the Subsidiary Borrower, as applicable, would be required to make a payment under this Section 4.01, the applicable Lender shall use its best efforts to avoid or Continue makingreduce such taxes by taking any appropriate action (including, without limitation, assigning its rights hereunder to a related entity or 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 4.4 hereof shall be applicablea different Lending Office).
(b) Without limiting the effect of the foregoing provisions of this Section 4.14.01, in the event that, by reason of any Regulatory Change, any 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 Lender 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 Lender which includes Eurodollar Fixed Rate Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrower or the Subsidiary Borrower, as applicable (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue makingrenew Fixed Rate Loans, or Convert Base and to convert Variable Rate Loans into, Eurodollar to Fixed Rate Loans hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof and all affected Fixed Rate Loans held by such Lender then outstanding shall be applicableconverted in accordance with Section 4.04).
(c) Without limiting the effect of the foregoing provisions of this Section 4.01 (but without duplication), the Borrower or the Subsidiary Borrower, as applicable, 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 for any costs which it determines are attributable to the maintenance by it or any 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 thereafter) of any court or governmental or monetary authority of capital in respect of its Loans hereunder, its obligation to make Loans hereunder or its obligation to issue, or participate in, any Letter of Credit (such compensation to include, without limitation, an amount equal to any reduction in return on assets or equity of such Lender to a level below that which it could have achieved but for such law, regulation, interpretation, directive or request). Each Lender will notify the Borrower or the Subsidiary Borrower, as applicable, 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 any a Lender for purposes of this Section 4.1 4.01 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 Loans, its obligation to make Loans or its obligation to issue, or participate in, any Letter of making or maintaining Loans Credit, or on amounts receivable by 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 in respect of any Additional Costsunder this Section 4.01, shall be conclusive in the absence of manifest errorconclusive, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.
Appears in 1 contract
Additional Costs. (a) The Borrower BORROWERS shall pay directly to each Lender Bank from time to time, promptly upon the request of such LenderBank, the reasonable costs incurred by such Lender Bank which such Lender Bank determines are attributable to its making or maintaining of any Eurodollar Loans hereunder or its obligation to make any of such LoansLoans hereunder, or any reduction in any amount receivable by such Lender Bank hereunder in respect of any such Loans or obligations such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change which:
(i) changes the basis of taxation of any amounts payable to such Lender Bank under this Agreement or its Notes in respect of any of such Loans (other than taxes imposed on the overall net income or gross receipts of such Lender Bank or its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender Bank has its principal office or such Applicable Lending Office);
(ii) imposes or modifies any reserve, 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 Lender Bank (including any of such Loans or any deposits referred to in the definition of "Eurodollar Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate); or
(iii) imposes any other condition affecting this Agreement or the Notes or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereundercommitments. Each Lender Bank will notify the Borrower BORROWERS (with a copy to the Administrative Agent) of any event occurring after the Closing Date which will entitle such Lender 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 (if so requested by the BorrowerBORROWERS) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender Bank if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such LenderBank, violate any law, rule or regulation or be in any way disadvantageous to such LenderBank, provided that such Lender Bank shall have no obligation to so designate an Applicable Lending Office located in the U.S. United States. Each Lender Bank will furnish the Borrower BORROWERS with a certificate setting forth the basis and the amount of each request of such Lender Bank for compensation under this Section 4.1(a). If any Lender Bank requests compensation from the Borrower BORROWERS under this Section 4.1(a), the Borrower BORROWERS may, by notice to such Lender Bank (with a copy to the Administrative Agent), suspend the obligation of such Lender Bank to make or Continue making, or Convert Base Rate ABR 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 4.4 hereof shall be applicable).
(b) Without limiting the effect of the foregoing provisions of this Section 4.1, in the event that, by reason of any Regulatory Change, any Lender 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 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 Lender which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable).
(c) Determinations and allocations by any Lender for purposes of this Section 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, shall be conclusive in the absence of manifest error, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.based
Appears in 1 contract
Additional Costs. (a) The Borrower shall pay directly to each Lender the Bank from time to time, promptly upon time within 10 days of demand such amounts as the request of such Lender, the Bank may reasonably determine to be necessary to compensate it (or any Booking Office) for any costs incurred by such Lender the Bank (or any Booking Office) or any reduction of the rate of return on assets or equity of the Bank (or any Booking Office) to a level below that which such Lender the Bank (or any Booking Office) could have achieved, which it determines are attributable to its making or maintaining of any Eurodollar Loans hereunder or its obligation to make or maintain any of such LoansLoans hereunder, or any reduction in any amount receivable by such Lender the Bank (or any Booking Office) hereunder in respect of any such Loans or obligations such obligation (such increases in costs and reductions in amounts receivable or rate of return being herein called "Additional Costs"), resulting from any Regulatory Change which:
which (i) changes the basis of taxation of any amounts payable to such Lender the Bank under this Agreement or its Notes in respect of any of such Loans Note payable to it (other than taxes imposed on the overall net income of the Bank unless such Lender or its Applicable Lending Office for any tax is imposed solely as a result of such Loans the transactions contemplated by the jurisdiction in which such Lender has its principal office or such Applicable Lending OfficeFacility Documents);
; (ii) imposes or modifies any reserve, special deposit, minimum capitalcapital adequacy, capital ratio maintenance or similar requirement relating to any extensions of credit or other assets ofrequirements, or results in any deposits change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or other liabilities administration thereof, or commitments of, such Lender the compliance by the Bank (including any of such Loans or any deposits referred to in Booking Office) or the definition Bank's with any request or directive regarding capital adequacy or capital maintenance (whether or not having the force of "Eurodollar Rate" in Section 1.1 hereoflaw) or with any such authority, but excluding the Reserve Requirement to the extent it is central bank or comparable agency, other than such reserves as are included in the calculation determination of the Adjusted Eurodollar RateRate (but excluding consequences of the Bank's gross negligence or willful disregard of law or regulation); or
or (iii) imposes any other condition affecting the Bank's return under this Agreement or the Notes (or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereunderliabilities). Each Lender The Bank will notify the Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Date which will entitle such Lender the 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; provided, and (if that the failure of the Bank to so requested by notify the Borrower) will designate a different Applicable Lending Office for Borrower shall not affect the Eurodollar Loans obligations of the Borrower hereunder in respect of such Lender 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, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender Additional Costs. The Bank will furnish the Borrower with a certificate notice setting forth the basis and the amount of each request of such Lender by the Bank for compensation under this Section 4.1(a). If any Lender requests compensation from ) setting forth in reasonable detail the Borrower under this Section 4.1(a), calculation of the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make additional amount or Continue making, or Convert Base Rate Loans into, Eurodollar Loans until the Regulatory Change giving rise to such request ceases amounts to be paid to it hereunder and certifying that such claim is consistent with the Bank's treatment of similar customers having similar provisions generally in effect (in which case their agreements with the provisions of Section 4.4 hereof shall be applicable)Bank.
(b) Without limiting the effect of the foregoing provisions of this Section 4.1, in the event that, by reason of any Regulatory Change, any Lender 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 Lender the Bank 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 Lender the Bank which includes Eurodollar Loans Loans, or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender the Bank so elects by notice to the Borrower (with a copy to the Administrative Agent)Borrower, the obligation of such Lender the Bank to make or Continue makingmake, or Convert and to convert Base Rate Loans into, Eurodollar Loans hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (and all Eurodollar Loans held by the Bank then outstanding shall be converted into Base Rate Loans in which case the provisions of accordance with Section 4.4 hereof shall be applicablehereof).
(c) Determinations and allocations by any Lender the Bank for purposes of this Section 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 the Loans, the Commitment or on amounts receivable by it in respect of Loans hereunder or under the Note, and of the additional amounts required to compensate such Lender the Bank in respect of any Additional Costs, shall be conclusive in the absence of absent manifest error, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.
Appears in 1 contract
Additional Costs. (a) The Borrower Company shall pay directly to each Lender from time to time, promptly upon the request of time such Lender, the costs incurred by amounts as such Lender which may determine to be reasonably necessary to compensate such Lender determines for any costs that such Lender determines, in good faith, are attributable to its making or maintaining of any Eurodollar Loans or its obligation to make any of such LoansEurodollar Loans hereunder, or any reduction in any amount receivable by such Lender hereunder in respect of any of such Eurodollar Loans or obligations such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change whichthat:
(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 changes the basis of taxation of any amounts payable to such 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 the overall net income of such Lender or its of such Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office);; or
(ii) imposes or modifies any reserve, special deposit, minimum capital, capital ratio deposit or similar requirement requirements (other than the Reserve Requirement 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 or commitments of, such Lender (including including, without limitation, any of such Loans or any deposits referred to in the definition of "Eurodollar Base Rate" in Section 1.1 1.01 hereof), but excluding or any commitment of such Lender (including, without limitation, the Reserve Requirement to the extent it is included in the calculation Commitments of the Adjusted Eurodollar Ratesuch Lender hereunder); or
(iii) imposes any other condition affecting this Agreement or the Notes (or any of such extensions of credit or liabilities liabilities) or commitments contemplated hereunder or thereunder. Each Lender will notify the Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Date which will entitle such Lender 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 (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender 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, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(a)its Commitments. If any Lender requests compensation from the Borrower Company under this Section 4.1(a5.01(a), the Borrower Company may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender thereafter to make or Continue makingEurodollar Loans, or to Convert Base Rate Loans intointo Eurodollar Loans, Eurodollar Loans until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 5.04 hereof shall be applicable), provided that such suspension shall not affect the right of such Lender to receive the compensation so requested.
(b) Without limiting the effect of the foregoing provisions of paragraph (a) of this Section 4.15.01 (but without duplication), in the event that, by reason of any Regulatory Change, any 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 Lender which that includes deposits by reference to which the interest rate on Eurodollar Loans is determined as Credit Agreement provided in this Agreement or a category of extensions of credit or other assets of such Lender which that includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which that it may hold, then, if such Lender so elects by notice to the Borrower Company (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue makingContinue, 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 provisions of Section 4.4 5.04 hereof shall be applicable).
(c) Determinations and allocations by any Lender for purposes of this Section 4.1 of Without limiting 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, shall be conclusive in the absence of manifest error, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence Section 5.01 (but without duplication), the Company shall not apply pay directly to Additional Costs 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, the bank holding company of which such Lender is a subsidiary) for any costs that it determines are attributable to the maintenance by such 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 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 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 Lender (or any Applicable Lending Office or such bank holding company) to a level below that which takes such 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 5.06 hereof, "Basle Accord" shall mean the proposals for risk-based capital framework described by the 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 retroactivelyfrom time to time or any replacement thereof.
Appears in 1 contract
Additional Costs. (a) The Borrower Borrowers shall pay directly to each Lender from time to time, promptly upon the request of time such Lender, the costs incurred by amounts as such Lender which may determine to be necessary to compensate such Lender for any costs that such Lender determines are attributable to its making or maintaining of any Eurodollar Loans or its obligation to make any of such LoansEurodollar Loans hereunder, or any reduction in any amount receivable by such Lender hereunder in respect of any of such Loans or obligations such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change which: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 changes the basis of taxation of any amounts payable to such 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 the overall net income of such Lender or its of such Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office);; or
(ii) imposes or modifies any reserve, special deposit, minimum capital, capital ratio deposit or similar requirement requirements (other than the Reserve Requirement 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 or commitments of, such Lender (including including, without limitation, any of such Loans or any deposits referred to in the definition of "Eurodollar Base Rate" in Section 1.1 1.01 hereof), but excluding or any commitment of such Lender (including, without limitation, the Reserve Requirement to the extent it is included in the calculation Commitments of the Adjusted Eurodollar Ratesuch Lender hereunder); or
(iii) imposes any other condition affecting this Agreement or the Notes (or any of such extensions of credit or liabilities liabilities) or commitments contemplated hereunder or thereunderits Commitments. Each If any Lender will notify requests compensation from the Borrower Borrowers under this Section 5.01(a), the Borrowers may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such 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 5.04 hereof shall be applicable), provided that such suspension shall not affect the right of such -------- Lender to receive the compensation so requested.
(b) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Borrowers 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, the bank holding company of which such Lender is a subsidiary) for any costs that it determines are attributable to the maintenance by such 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 Basle Accord, of capital in respect of its 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 Lender (or any Applicable Lending Office or such bank holding company) to a level below that which such 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 Closing Date which will entitle 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 4.1(a) as promptly as practicable 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 it obtains knowledge thereof and determines the date 45 days prior to request the date that such compensation, Lender does give such notice and (if so requested by the Borrowerii) each Lender will designate a different Applicable Lending Office for the Eurodollar 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, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided except that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. United States of America. Each Lender will furnish to the Borrower with Borrowers a certificate setting forth the basis and the amount of each request of by such Lender for compensation under this Section 4.1(a). If any Lender requests compensation from the Borrower under this Section 4.1(a), the Borrower may, by notice to such Lender paragraph (with a copy to the Administrative Agent), suspend the obligation of such Lender to make a) or Continue making, or 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 4.4 hereof shall be applicable).
(b) Without limiting the effect of the foregoing provisions of this Section 4.1, in the event that, by reason of any Regulatory Change, any 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 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 Lender which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable).
(c) 5.01. Determinations and allocations by any Lender for purposes of this Section 4.1 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 of making or maintaining Loans Loans, or on amounts receivable by it in respect of Loans Loans, and of the additional amounts required to compensate such Lender in respect of any Additional Costsunder this Section 5.01, shall be conclusive in the absence of manifest errorconclusive, provided that such determinations -------- and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.
Appears in 1 contract
Additional Costs. (a) The Borrower shall Transferor shall, subject to Section 9.11(b), pay directly to each Lender any Affected Party from time to time, promptly upon the request time on demand of such LenderAffected Party, the such amounts as such Affected Party may reasonably determine to be necessary to compensate it for any increase in costs incurred by which any such Lender which such Lender party reasonably determines are attributable to its making acquiring or committing to acquire the Transferred Assets or maintaining all or any portion of any Eurodollar Loans or its obligation to make any of such Loansthe Net Investment under this Agreement, or any reduction in any amount receivable by such Lender Affected Party hereunder in respect of any such Loans or obligations under the relevant Conduit Support Document (such increases in costs costs, payments and reductions in amounts receivable being herein called "“Additional Costs"), ”) resulting from any Regulatory Change which:
or from time to time complying with, or implementing, any Regulatory Change, which (i) changes the method or basis of taxation in the jurisdiction in which the party claiming Additional Costs is organized or in which the party claiming Additional Costs maintains its lending office for the transactions contemplated hereby of (A) any amounts payable to such Lender Affected Party, under this Agreement or its Notes any relevant Conduit Support Document or (B) such amounts when considered together with any amounts to be paid by any Affected Party who is a Conduit Purchaser in respect of any of such Loans (other than taxes imposed on the overall net income of such Lender its Commercial Paper or its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office);
(ii) imposes or modifies any reserve, special deposit, minimum capitaldeposit insurance or assessment, capital ratio or similar requirement requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender any Conduit Purchaser, Committed Purchaser or Conduit Support Provider. Notwithstanding the foregoing, the Transferor shall not be required to make any payment under this Section 8.3 relating to (including i) any of such Loans or any deposits referred to in the definition of "Eurodollar Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is amount included in the calculation computation of LIBOR, or (ii) increased expenses incurred, amounts not received, or required payments made more than 60 days prior to the date of the Adjusted Eurodollar Rate); or
(iii) imposes any other condition affecting this Agreement or certificate of notice of such Additional Costs delivered by the Notes or any extensions of credit or liabilities or commitments contemplated hereunder or thereunder. Each Lender will notify the Borrower (with a copy Affected Party to the Administrative Agent) of Transferor. If at any event occurring after the Closing Date which will entitle such Lender time a demand for payment is to compensation be made pursuant to this Section 4.1(a) as promptly as practicable after it obtains knowledge thereof and determines 8.3(a), the applicable Affected Party shall deliver to request such compensation, and (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender 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, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with Transferor a certificate in reasonable detail setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(a). If any Lender requests compensation from the Borrower under this Section 4.1(a), the Borrower may, by notice to be paid to such Lender (with a copy to the Administrative Agent), suspend the obligation of Affected Party at such Lender to make or Continue making, or 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 4.4 hereof shall be applicable)time.
(b) Without limiting the effect of the foregoing provisions of this Section 4.1, in the event that, by reason of any Regulatory Change, any 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 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 Lender which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable).
(c) Determinations and allocations by any Lender the Affected Party for purposes of this Section 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, 8.3 shall be conclusive in the absence of manifest error, provided that such determinations and allocations are made in good faith and on a reasonable basis. Notwithstanding anything , reasonable written evidence (including an explanation of the applicable Regulatory Change and a reasonably detailed computation of an accounting for any amounts demanded) of which shall be provided to the Transferor upon request.
(c) Anything in this Section 8.3 to the contrary contained hereinnotwithstanding, if the Borrower Affected Party is a Conduit Purchaser and such Affected Party enters into agreements for the acquisition of interests in receivables from Other Transferors, such Affected Party shall not be required to make allocate ratably among the Transferor and such Other Transferors the liability for any payment of Additional Costs to any Lender pursuant to amounts under this Section 4.1 with respect to Additional Costs relating to any period of time 8.3 (“Section 8.3 Costs”) which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs are attributable to any Regulatory Change the Transferor and Other Transferors which takes effect retroactively.amounts shall be paid by the Transferor or the Other Transferors; provided, that if such T-Mobile (EIP) Third A&R RPAA
Appears in 1 contract
Sources: Receivables Purchase and Administration Agreement (T-Mobile US, Inc.)
Additional Costs. (a) The Borrower shall pay directly to each Lender from time to timeIf, promptly upon the request of such Lender, the costs incurred by such Lender which such Lender determines are attributable to its making or maintaining as a result of any Eurodollar Loans or its obligation to make any of such Loans, or any reduction in any amount receivable by such Lender hereunder in respect of any such Loans or obligations (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change whichChange:
(i) changes any Lender or any Issuing Lender shall be subject to any tax of any kind whatsoever with respect to amounts payable to it under this Agreement or any Eurodollar Loan made by it, or the basis of taxation of any amounts payable payments to such Lender under this Agreement or its Notes such Issuing Lender in respect thereof is changed (except, in each case, for Non-Excluded Taxes covered by Section 2.14, taxes described in clauses (x) through (z) of any Section 2.14(a), net income taxes, franchise taxes, and branch profits taxes, and changes in the rate of such Loans (other than taxes imposed tax on the overall net income of such Lender or its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender has its principal office or such Applicable Lending OfficeLender);; or
(ii) imposes or modifies any reserve, special deposit, minimum capitalcapital adequacy, capital ratio liquidity, compulsory loan or similar requirement requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, any Lender or commitments any Issuing Lender, which requirements are generally applicable to extensions of credit or other assets of, or deposits with or other liabilities of, such Lender (including any of or such Loans Issuing Lender, are imposed, modified, or any deposits referred to in the definition of "Eurodollar Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate)deemed applicable; or
(iii) imposes any other condition affecting this Agreement Agreement, any Eurodollar Loans or any Letter of Credit or participation therein is imposed on any Lender or any Issuing Lender after the date hereof, which condition is generally applicable to loans made by such Lender or such Issuing Lender; and any Lender or any Issuing Lender, as the case may be, determines that, by reason thereof, the cost to such Lender or Issuing Lender (or a holding company of any Lender or Issuing Lender) of making or maintaining its Commitment or any of its Eurodollar Loans to the Borrower, or the Notes cost (including reduced rate of return) to such Lender or Issuing Lender of participating in, issuing or maintaining any Letter of Credit, as the case may be, is increased or any extensions amount receivable by such Lender or Issuing Lender hereunder in respect of credit any of such Loans or liabilities Letters of Credit is reduced or commitments contemplated hereunder the rate of return on such Lender’s or thereunderIssuing Lender’s (or holding company’s) capital is reduced (taking into consideration such Lender’s or holding company’s policies with respect to capital adequacy and liquidity), in each case by an amount reasonably deemed by such Lender or Issuing Lender to be material (such increases in cost and reductions in amounts receivable being herein called “Additional Costs”),then the Borrower shall pay to such Lender or Issuing Lender, as the case may be, upon its request the additional amount or amounts as will compensate such Lender or Issuing Lender, as the case may be, for such Additional Costs within 15 Business Days after written notice of such Additional Costs is received by the Borrower; provided, however, that if all or any such Additional Costs would not have been payable or incurred but for such Lender’s or Issuing Lender’s voluntary decision to designate a new Lending Office, the Borrower shall have no obligation under this Section 2.13 to compensate such Lender or Issuing Lender for such amount relating to such Lender’s or Issuing Lender’s decision; provided, further, that the Borrower shall not be required to make any payments to such Lender or Issuing Lender for Additional Costs incurred more than 60 days prior to the date that such Lender or Issuing Lender, as the case may be, notifies the Borrower of such Lender’s or Issuing Lender’s intention to claim compensation therefor.
(b) Without limiting the effect of the provisions of Section 2.13(a) (but without duplication thereof), the Borrower will pay to any Lender, within 15 Business Days of receipt by the Borrower of notice from such Lender, for each day such Lender is required to maintain reserves against “Eurocurrency liabilities” under Regulation D of the Board as in effect on the date of this Agreement, an additional amount determined by such Lender equal to the product of the following:
(i) the principal amount of the Eurodollar Loan;
(ii) the remainder of (x) a fraction the numerator of which is the Eurodollar Rate for such Eurodollar Loan and the denominator of which is one minus the rate at which such reserve requirements are imposed on such Lender on such day minus (y) such numerator; and
(iii) 1/360. Such Lender shall request payment under this Section 2.13(b) by giving notice to the Borrower as of the last day of each Interest Period for each Eurodollar Loan (and, if such Interest Period exceeds three months’ duration, also as of three months, or a whole multiple thereof, after the first day of such Interest Period). Such notice shall specify the basis for requesting such compensation and the method for determining the amount thereof. Such Lender shall provide any evidence of such requirement to maintain reserves as the Borrower may reasonably request.
(c) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a Regulatory Change, regardless of the date enacted, adopted, issued or implemented.
(d) Each Lender will notify the Borrower (with a copy to and the Administrative Agent) Agent of any event Regulatory Change occurring after the Closing Date date of this Agreement which will entitle such Lender or Issuing Lender, as the case may be, to compensation pursuant to this Section 4.1(a2.13(a) or (c) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of . If such Lender 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, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(a). If any Issuing Lender requests compensation from the Borrower under this Section 4.1(a2.13(a) or (c), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent)or Issuing Lender, suspend the obligation of as applicable, require that such Lender to make or Continue making, or 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 4.4 hereof shall be applicable).
(b) Without limiting the effect of the foregoing provisions of this Section 4.1, in the event that, by reason of any Regulatory Change, any Issuing 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 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 Lender which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice forward to the Borrower (with a copy to statement setting forth the Administrative Agent), basis for requesting such compensation and the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case method for determining the provisions of Section 4.4 hereof shall be applicable).
(c) amount thereof. Determinations and allocations by any Lender or Issuing Lender for purposes of this Section 4.1 2.13 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, shall be conclusive in the absence of manifest errorconclusive, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactivelyabsent manifest error.
Appears in 1 contract
Additional Costs. (a) The Borrower Borrowers shall pay directly to each Lender the Bank from time to time, promptly upon time on demand such amounts as the request of such Lender, Bank may determine to be necessary to compensate it for any costs which the costs incurred by such Lender which such Lender Bank determines are attributable to its making or maintaining of any Eurodollar LIBOR Loans under this Agreement or the Notes or its obligation to make any of such LoansLoans hereunder, or any reduction in any amount receivable by such Lender the Bank hereunder in respect of any such Loans or obligations such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change which:
: (i) changes the basis of taxation of any amounts payable to such Lender the Bank under this Agreement or its the Notes in respect of any of such Loans (other than taxes imposed on the overall net income of such Lender the Bank or of its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender has its principal office the Principal Office or such Applicable Lending OfficeOffice is located);
; or (ii) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirement requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender the Bank (including any of such Loans or any deposits referred to in the definition of "Eurodollar LIBO Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate1.1); or
or (iii) imposes any other condition affecting this Agreement or the Notes (or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereunderliabilities). Each Lender The Bank will notify the Borrower (with a copy to the Administrative Agent) Borrowers of any event occurring after the Closing Date date of this Agreement which will entitle such Lender the Bank to compensation pursuant to this Section 4.1(a3.1(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender 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, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(a). If any Lender requests compensation from the Borrower under this Section 4.1(a), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue making, or 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 4.4 hereof shall be applicable).
(b) Without limiting the effect of the foregoing provisions of this Section 4.13.1, in the event that, by reason of any Regulatory Change, any Lender 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 Lender the Bank 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 Lender the Bank which includes Eurodollar LIBOR Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender the Bank so elects by notice to the Borrower (with a copy to the Administrative Agent)Borrowers, the obligation of such Lender the Bank to make or Continue makingrenew, or Convert Base Rate and to convert Loans of any other type into, Eurodollar Loans of such type hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (effect, and the Borrowers shall on the last day(s) of the then current Interest Period(s) for the outstanding Loans of such type, either prepay such Loans or convert such Loans into another type of Loan in which case the provisions of accordance with Section 4.4 hereof shall be applicable).
2.5. 18 (c) Determinations and allocations by any Lender for purposes Without limiting the effect of the foregoing provisions of this Section 4.1 3.1 (but without duplication), the Borrowers shall pay to the Bank from time to time on request such amounts as the Bank may determine to be necessary to compensate the Bank for any costs which it determines are attributable to the maintenance by it or any of the effect its affiliates pursuant to any law or regulation of any Regulatory Change 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 thereafter) of any court or governmental or monetary authority of capital in respect of its costs of maintaining Loans hereunder or its obligation to make Loans hereunder (such compensation to include, without limitation, an amount equal to any reduction in return on assets or of making or maintaining Loans or on amounts receivable by it in respect of Loans and equity of the additional amounts required Bank to compensate a level below that which it could have achieved but for such Lender in respect of any Additional Costslaw, shall be conclusive in regulation, interpretation, directive or request). The Bank will notify the absence of manifest error, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything Borrowers if it is entitled to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender compensation pursuant to this Section 4.1 with respect 3.1(c) as promptly as practicable after it determines to Additional Costs relating to any period of time which is more than 180 days prior to request such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactivelycompensation.
Appears in 1 contract
Additional Costs. (a) The Borrower shall pay directly to each Lender Bank from time to time, promptly upon within ten days after the request of such LenderBank, the costs incurred by such Lender Bank which such Lender Bank reasonably determines are attributable to its making or maintaining of any Eurodollar LIBOR Loans or its obligation to make any of such Loans, or any reduction in any amount receivable by such Lender Bank hereunder in respect of any such Loans or obligations (such increases in costs and reductions in amounts receivable being herein called "Additional CostsADDITIONAL COSTS"), resulting from any Regulatory Change occurring after the Closing Date which:
(i) changes the basis of taxation of any amounts payable to such Lender Bank under this Agreement or its Notes in respect of any of such Loans (other than income taxes imposed on the overall and franchise taxes attributable to net income of such Lender Bank or its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender Bank has its principal office or such Applicable Lending Office);
(ii) imposes or modifies any reserve, 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 Lender Bank (including any of such Loans or any deposits referred to in the definition of "Eurodollar LIBOR Rate" in Section SECTION 1.1 hereof, but excluding the LIBOR Reserve Requirement Percentage to the extent it is included in the calculation of the Adjusted Eurodollar LIBOR Rate); or
(iii) imposes any other condition affecting this Agreement or the Notes or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereundercommitments. Each Lender applicable Bank will notify the Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Date which will entitle such Lender Bank to compensation pursuant to this Section 4.1(aSECTION 2.22(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Borrower) will will, if and to the extent that it is reasonably feasible for such Bank to do so given administrative and other considerations, designate a different Applicable Lending Office for the Eurodollar LIBOR Loans of such Lender Bank if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole reasonable opinion of such LenderBank, violate any lawLaw, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Bank. Each Lender applicable Bank will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender Bank for compensation under this Section 4.1(aSECTION 2.22(a). If any Lender Bank requests compensation from the Borrower under this Section 4.1(aSECTION 2.22(a), the Borrower may, by notice to such Lender Bank (with a copy to the Administrative Agent), suspend the obligation of such Lender Bank to make or Continue making, or Convert Base Rate Loans into, Eurodollar LIBOR Loans until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 SECTION 2.25 hereof shall be applicable).
(b) Without limiting the effect of the foregoing provisions of this Section 4.1SECTION 2.22, in the event that, by reason of any Regulatory Change, any Lender 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 Lender Bank 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 Lender Bank which includes Eurodollar LIBOR Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender Bank so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender Bank to make or Continue making, or Convert Base Rate Loans into, Eurodollar LIBOR Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 SECTION 2.25 hereof shall be applicable).
(c) Determinations and allocations by any Lender Bank for purposes of this Section 4.1 SECTION 2.22 of the effect of any Regulatory Change on its costs of maintaining its obligation to make Loans or issue Letters of Credit or of making or maintaining Loans or issuing Letters of Credit or on amounts receivable by it in respect of Loans or Letters of Credit, and of the additional amounts required to compensate such Lender Bank in respect of any Additional Costs, shall be conclusive in the absence of manifest error, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.
Appears in 1 contract
Sources: Credit Agreement (Frozen Food Express Industries Inc)
Additional Costs. (a) The Borrower shall pay directly to each Lender Bank from time to time, promptly upon the request of time such Lender, the amounts as such Bank may determine to be necessary to compensate it for any costs incurred by such Lender Bank which such Lender Bank determines are attributable to its making or maintaining of any Eurodollar Loans Advances hereunder or its obligation to make any of such LoansAdvances hereunder, or any reduction in any amount receivable by such Lender Bank hereunder in respect of any such Loans Advances or obligations such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change which:
(i) changes the basis of taxation of any amounts payable to such Lender Bank under this Agreement or its Notes Note in respect of any of such Loans Eurodollar Advances (other than taxes imposed on the overall net income of such Lender Bank or its Applicable Lending Office for any of such Loans Eurodollar Advances by the jurisdiction in which such Lender Bank has its principal office or such Applicable Lending Office);
(ii) imposes or modifies any reserve, special deposit, minimum capital, capital ratio 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 Lender Bank (including any of such Loans Eurodollar Advances or any deposits referred to in the definition of "Eurodollar Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate); or
(iii) imposes any other condition affecting this Agreement or the Notes its Note or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereundercommitments. Each Lender Bank will notify the Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Date date of this Agreement which will entitle such Lender Bank to compensation pursuant to this Section 4.1(a5.1(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender Advances if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such LenderBank, violate any law, rule rule, or regulation or be in any way disadvantageous to such LenderBank, provided that such Lender Bank shall have no obligation to so designate an Applicable Lending Office located in outside the U.S. United States of America. Each Lender Bank will furnish to the Borrower with a certificate (which shall be conclusive absent manifest error) setting forth the basis and the amount of each request of such Lender Bank for compensation under this Section 4.1(a5.1(a). If any Lender Bank requests compensation from the Borrower under this Section 4.1(a5.1(a), the Borrower may, by notice to such Lender Bank (with a copy to the Administrative Agent), suspend the obligation of such Lender Bank to make or Continue making, or Convert Base Rate Loans Advances into, Eurodollar Loans Advances until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 5.4 hereof shall be applicable)) and may convert any Eurodollar Advance into an Alternate Base Rate Advance, subject to the provisions of Section 5.5.
(b) Without limiting the effect of the foregoing provisions of this Section 4.15.1, in the event that, by reason of any Regulatory Change, any Lender 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 Lender Bank 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 Lender Bank which includes Eurodollar Loans Advances or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender Bank so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender Bank to make or Continue making, or Convert Base Rate Loans Advances into, Eurodollar Loans Advances hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 5.4 hereof shall be applicable).
(c) Determinations and allocations by any Lender Bank for purposes of this Section 4.1 5.1 of the effect of any Regulatory Change on its costs of maintaining its obligation obligations to make Loans Advances or of making or maintaining Loans Advances or on amounts receivable by it in respect of Loans Advances, and of the additional amounts required to compensate such Lender Bank in respect of any Additional Costs, shall be conclusive in the absence of manifest errorconclusive, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.
Appears in 1 contract
Sources: Credit Agreement (Drypers Corp)
Additional Costs. (a) The Borrower Borrowers shall pay directly to each Lender from time to time, promptly upon the request of time such Lender, the amounts as such Lender may reasonably determine to be necessary to compensate it for any costs incurred by such Lender which such Lender determines are attributable to its making or maintaining of any Eurodollar LIBOR Loans hereunder or its obligation to make any of such LoansRevolving Line of Credit Loans hereunder, or any reduction in any amount receivable by such Lender hereunder in respect of any LIBOR Loan or such Loans or obligations obligation (such increases in costs and reductions in amounts receivable being herein called "Additional CostsADDITIONAL COSTS"), in each case resulting from any Regulatory Change which:
(i1) changes the basis of taxation of any amounts payable to such Lender under this Agreement or its Notes the Revolving Line of Credit Note held by such Lender in respect of any of such Loans (other than taxes imposed on the overall net income of such Lender or its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office);LIBOR Loan; or
(ii2) imposes or modifies any reserve, special deposit, minimum capital, capital ratio deposit or similar requirement requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (including any of such Loans LIBOR Loan or any deposits referred to in the definition of "Eurodollar LIBOR Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Ratebelow); or
(iii) imposes any other condition affecting this Agreement or the Notes or any extensions of credit or liabilities or commitments contemplated hereunder or thereunder. Each Lender will notify the Borrower (with a copy to the Administrative Agent) Borrowers of any event occurring after the Closing Date date of this Agreement which will entitle such Lender to compensation pursuant to this Section 4.1(a) 2.6 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender 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, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each . Such Lender will furnish the Borrower Borrowers with a certificate statement, in reasonable detail, setting forth the basis and the amount of each request of by such Lender for compensation under this Section 4.1(a). If any Lender requests compensation from the Borrower under this Section 4.1(a), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue making, or 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 4.4 hereof shall be applicable)2.6.
(b) Without limiting the effect of the foregoing provisions of this Section 4.1, 2.6 in the event that, by reason of any Regulatory Change, any 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 Lender 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 Lender which includes Eurodollar LIBOR Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrower (with a copy to the Administrative Agent)Borrowers, the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar LIBOR Loans hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable)effect.
(c) Determinations and allocations by any Lender for purposes of this Section 4.1 2.7 of the effect of any Regulatory Change on its costs of maintaining its obligation obligations to make LIBOR Loans or of making or maintaining LIBOR Loans or on amounts receivable by it in respect of Loans LIBOR Loans, and of the additional amounts required to compensate such Lender in respect of any Additional Costs, shall be conclusive in the absence of absent manifest error, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to , and provided further that in administering this Section each Lender shall not single out the contrary contained hereinBorrowers for different treatment but shall deal with them on the same basis as the Lender deals with its other customers generally.
(d) If the entire amount of any required principal and/or interest is not paid in full within ten (10) Banking Days after the same is due, the Borrower Borrowers shall not be obligated, on a joint and several basis, to pay the Lenders a late fee equal to five percent (5%) of the required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactivelypayment.
Appears in 1 contract
Additional Costs. (a) The Borrower Company shall pay directly to the Administrative Agent for the account of each Lender from time to time, promptly upon the request of time such Lender, the amounts as such Lender may determine to be necessary to compensate it for any costs incurred by such Lender which such Lender determines are attributable to its making or maintaining of any Eurodollar Loans hereunder or its obligation to make any of such LoansLoans hereunder, or any reduction in any amount receivable by such Lender hereunder in respect of any of such Loans or obligations such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), in each case resulting from any Regulatory Change which:
(i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or its Notes in respect of any of such Loans (other than changes which affect franchise taxes or taxes measured by or imposed on the overall net income of such Lender or of its Applicable Lending Office for any of such Loans Loans, in each case by the jurisdiction in which such Lender is organized, has its principal office place of business or has such Applicable Lending Office);; or
(ii) imposes or modifies any reserve, special deposit, minimum capital, capital ratio insurance assessment or similar requirement requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (including any of such Loans or any deposits referred to in the definition of "Eurodollar Base Rate" in Section 1.1 hereof1.01 hereof but excluding, but excluding the Reserve Requirement with respect to the extent it is any such Eurodollar Loan, any such requirements included in the calculation of the Adjusted Eurodollar Rateapplicable Reserve Requirement); or
(iii) imposes any other condition affecting this Agreement or the Notes (or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereunderliabilities). Each Lender will notify the Borrower (with a copy to Company through the Administrative Agent) Agent of any event occurring after the Closing Date date of this Agreement which will entitle such Lender to compensation pursuant to this Section 4.1(a6.01(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the BorrowerCompany through the Administrative Agent) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender 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, violate any law, rule or regulation or be in any way disadvantageous to such Lender, Lender (provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. United States of America). Each Lender will furnish the Borrower Company with a certificate statement setting forth the basis and the amount of each request of by such Lender for compensation under this Section 4.1(a6.01(a). If any Lender requests compensation from the Borrower Company under this Section 4.1(a6.01(a), the Borrower Company may, by notice to such Lender (with a copy to through the Administrative Agent), suspend the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, additional Eurodollar Loans to the Company until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 6.04 hereof shall be applicable).
(b) Without limiting the effect of the foregoing provisions of this Section 4.16.01, in the event thatif, by reason of any Regulatory Change, any 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 liabilitie s of such 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 Lender which includes Eurodollar Loans or (ii) becomes subject to restrictions restrictio ns on the amount of such a category of liabilities liabilitie s or assets which it may hold, then, if such Lender so elects by notice to the Borrower Company (with a copy to the Administrative Administra tive Agent), the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 6.04 hereof shall be applicableapplicable ).
(c) Determinations and allocations by any Lender for purposes of this Section 4.1 6.01 of the effect of any Regulatory Change on its costs of maintaining maintainin g its obligation s to make Loans or of making or maintaining maintainin g Loans or on amounts receivable by it in respect of Loans Loans, and of the additional amounts required to compensate such Lender in respect of any Additional Costs, shall be conclusive in the absence of absent manifest error, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.
Appears in 1 contract
Additional Costs. (a) The Borrower shall pay directly to each Lender from time to time, promptly upon the request of such Lender, upon demand, such amounts as the Lender may determine to be necessary to compensate it for any costs incurred or a reduction in amounts receivable by such the Lender which such that the Lender determines are attributable to its making or maintaining of any Eurodollar LIBOR Loans or its obligation to make any of such Loans, or any reduction in any amount receivable by such Lender hereunder in respect of any such Loans or obligations (such increases in costs and reductions in amounts receivable being herein called "“Additional Costs"”), in each case resulting from any Regulatory Change which:
(i) changes the basis of taxation of any amounts payable to such the Lender under this Agreement or its Notes in respect of any of such LIBOR Loans (other than changes which affect taxes measured by or imposed on the overall net income of such the Lender or its Applicable Lending Office for any of such Loans by the jurisdiction in which such the Lender has its principal office or such Applicable Lending Officeoffice);; or
(ii) imposes or modifies any reserve, special deposit, minimum capital, capital ratio deposit or similar requirement requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such of the Lender (including any of such Loans or any deposits referred to in the definition of "Eurodollar “LIBOR Base Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate”); or
(iii) imposes any other condition affecting this Agreement or the Notes LIBOR Loans (or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereunderliabilities). Each The Lender will notify the Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Date date of this Agreement which will entitle such the Lender to compensation pursuant to this Section 4.1(a) section as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender 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, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each . The Lender will furnish the Borrower with a certificate statement setting forth the basis and the amount of each request of such by the Lender for compensation under this Section 4.1(a2.6(e). If any Lender requests compensation from the Borrower under this Section 4.1(a), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue making, or 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 4.4 hereof shall be applicable).
(b) Without limiting the effect of the foregoing provisions of this Section 4.1, in the event that, by reason of any Regulatory Change, any 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 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 Lender which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable).
(c) Determinations and allocations by any the Lender for purposes of this Section 4.1 2.6(e) of the effect of any Regulatory Change on its costs of maintaining its obligation obligations to make Loans or of making or maintaining Loans or on amounts receivable by it in respect of Loans Loans, and of the additional amounts required to compensate such the Lender in respect of any Additional Costs, shall be conclusive in the absence of conclusive, absent manifest error, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.
Appears in 1 contract
Sources: Loan and Security Agreement (Film Department Holdings, Inc.)
Additional Costs. (a) The Borrower shall pay directly to each Lender Bank or other Recipient from time to time, promptly upon the request of time on demand such Lender, the amounts as such Bank or other Recipient may reasonably determine to be necessary to compensate it for any increased costs incurred by such Lender which such Lender Bank or other Recipient determines are attributable to its making or maintaining of any Eurodollar Loans a Loan, or its obligation to make any of such Loansor maintain a Loan, or its obligation to Convert a Loan hereunder, or any reduction in any amount receivable by such Lender Bank or other Recipient hereunder in respect of any its Loan(s) or such Loans or obligations (such increases in costs and reductions in amounts receivable being herein called "“Additional Costs"”), in each case resulting from any Regulatory Change which:
(i1) changes the basis of taxation of subjects any amounts payable Recipient to such Lender under this Agreement or its Notes in respect of any of such Loans Taxes (other than taxes imposed (A) Indemnified Taxes, and (B) Excluded Taxes) on the overall net income its loans, loan principal, letters of such Lender credit, commitments, or other obligations, or its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender has its principal office deposits, reserves, other liabilities or such Applicable Lending Office);capital attributable thereto; or
(ii2) (other than to the extent the LIBOR Reserve Requirement is taken into account in determining the LIBOR Rate at the commencement of the applicable Interest Period) imposes or modifies any reserve, special deposit, liquidity, deposit insurance or assessment, minimum capital, capital ratio or similar requirement requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender Bank (including any of such Loans Loan or any deposits referred to in the definition of "Eurodollar Rate" “LIBOR Interest Rate”pursuant to regulations issued from time to time by the FRB for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation Regulation D of the Adjusted Eurodollar RateFRB, as amended and in effect from time to time)), or any commitment of such Bank (including such Bank’s Loan Commitment hereunder); or
(iii3) imposes any other condition condition, cost or expense (other than Taxes) affecting this Agreement or the Notes (or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereunder. Each Lender will notify the Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Date which will entitle such Lender 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 (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender 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, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(aliabilities). If any Lender requests compensation from the Borrower under this Section 4.1(a), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue making, or 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 4.4 hereof shall be applicable).
(b) Without limiting the effect of the foregoing provisions of the first paragraph of this Section 4.1Section, in the event that, by reason of any Regulatory Change, any 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 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 Lender which includes Eurodollar Loans or (ii) Bank becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender Bank so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender Bank to make or Continue makingpermit Elections of, to Continue, or to Convert Base Rate Loans into, Eurodollar LIBORTerm SOFR Loans hereunder or Daily SOFR Loans shall be suspended (in which case the provisions of Section 3.04 shall be applicable) until such Regulatory Change ceases to be in effect (effect. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in which case connection with any of the provisions Loan Documents and the termination of Section 4.4 hereof shall be applicable).
(c) the Loan Commitments in respect of the period prior to such termination. Determinations and allocations by any Lender a Bank for purposes of this Section 4.1 of the effect of any Regulatory Change pursuant to the first or second paragraph of this Section, on its costs or rate of maintaining its obligation to make Loans or return of making or maintaining Loans its Loan or portions thereof or on amounts receivable by it in respect of Loans its Loan or portions thereof, and of the additional amounts required to compensate such Lender in respect of any Additional CostsBank under this Section, shall be included in a calculation of such amounts given to Borrower and shall be conclusive in the absence of absent manifest error, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything contained in this Article III to the contrary contained hereincontrary, Borrower shall only be obligated to pay any amounts due under this Section 3.01 or under Section 3.06 if, and a Bank shall not exercise any right under this Section 3.01 or Sections 3.02, 3.03, 3.04 or 3.06 unless, the applicable Bank is generally imposing a similar charge on, or otherwise similarly enforcing its agreements with, its other similarly situated borrowers. In addition, Borrower shall not be required obligated to make compensate any payment of Additional Costs to Bank under any Lender pursuant to this Section 4.1 with respect to Additional Costs relating such provision for any amounts attributable to any period of time which is more than 180 days prior to such Lender's request for Bank’s delivery of notice thereof to Borrower (except that if a Regulatory Change is retroactive, then such Additional Costsperiod shall be extended to include the period of retroactive effect, provided that such Bank delivered notice thereof to Borrower no later than 180 days after the foregoing provisions date on which the Regulatory Change with such retroactive effect was made). For purposes of this sentence shall not apply to Additional Costs attributable to Section 3.01, the term “Bank” includes any Regulatory Change which takes effect retroactivelyFronting Bank.
Appears in 1 contract
Additional Costs. (a) The Each Borrower shall pay directly to the Administrative Agent for the account of each Lender from time to time, promptly upon the request of time such Lender, the amounts as such Lender may determine to be necessary to compensate it for any costs incurred by such Lender which such Lender determines are attributable to its making or maintaining of any Eurodollar Eurocurrency Loans hereunder to such Borrower or its obligation to make any of such LoansLoans hereunder to such Borrower, or any reduction in any amount receivable by such Lender hereunder in respect of any of such Loans or obligations such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional CostsADDITIONAL COSTS"), in each case resulting from any Regulatory Change which:
(i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or its Notes in respect of any of such Loans (other than changes which affect taxes measured by or imposed on the overall net income of such Lender or of its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office);; or
(ii) imposes or modifies any reserve, special deposit, minimum capital, capital ratio deposit or similar requirement requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (including any of such Loans or any deposits referred to in the definition of "Eurodollar Eurocurrency Base Rate" in Section 1.1 1.01 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate); or
(iii) imposes any other condition affecting this Agreement or the Notes (or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereunderliabilities). Each Lender will notify the relevant Borrower (with a copy to through the Administrative Agent) Agent of any event occurring after the Closing Date date of this Agreement which will entitle such Lender to compensation pursuant to this Section 4.1(a6.01(a) (an "ADDITIONAL COST EVENT") as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the BorrowerCompany through the Administrative Agent) will designate a different Applicable Lending Office for the Eurodollar Eurocurrency Loans of such Lender 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, violate any law, rule or regulation or be in any way disadvantageous to such Lender, Lender (provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. United States of America) PROVIDED, that a Borrower 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 such Borrower of such Additional Cost Event. Each Lender will furnish the relevant Borrower with a certificate statement setting forth the basis calculations and the basis therefor, in each case in reasonable detail, and amount of each request of by such Lender for compensation under this Section 4.1(a6.01(a). If any Lender requests compensation from the a Borrower under this Section 4.1(a6.01(a), the relevant Borrower may, by notice to such Lender (with a copy to through the Administrative Agent), suspend the obligation of such Lender to make or Continue making, or Convert Base Rate additional Eurocurrency Loans into, Eurodollar Loans to such Borrower until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 6.04 hereof shall be applicable).
(b) Without limiting the effect of the foregoing provisions of this Section 4.16.01, in the event that, by reason of any Regulatory Change, any 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 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 Lender which includes Eurodollar Eurocurrency Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the relevant Borrower (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, 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 4.4 6.04 hereof shall be applicable).
(c) Determinations and allocations by any Lender for purposes of this Section 4.1 6.01 of the effect of any Regulatory Change on its costs of maintaining its obligation obligations to make Loans or of making or maintaining Loans or on amounts receivable by it in respect of Loans Loans, and of the additional amounts required to compensate such Lender in respect of any Additional Costs, shall be conclusive in the absence of absent manifest error, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein.
(d) If any Lender demands compensation under this Section, the relevant Borrower may, at any time upon at least three (3) Business Days' prior notice to such Lender through the Administrative Agent, convert in full the then outstanding Eurocurrency Loans of such Lender (in which case the relevant Borrower shall be obligated, if such conversion is made on a day that is not be required to make any payment the last day of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior the then current Interest Period applicable to such affected Eurocurrency Loan, to reimburse such Lender's request , in accordance with Section 6.05, for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply any resulting loss or expense incurred by it) to Additional Costs attributable to any Regulatory Change which takes effect retroactivelyan ABR Loan.
Appears in 1 contract
Additional Costs. (a) The Borrower Company shall pay directly to each Lender from time to time, promptly upon the request of time such Lender, the costs incurred by amounts as such Lender which may determine to be necessary to compensate such Lender for any costs that such Lender determines are attributable to its making or maintaining of any Eurodollar Loans or its obligation to make any of such LoansEurodollar Loans hereunder, or any reduction in any amount receivable by such Lender hereunder in respect of any of such Loans or obligations such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change whichthat:
(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 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 the overall net income of such Lender or its of such Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office);; or
(ii) imposes or modifies any reserve, special deposit, minimum capital, capital ratio deposit or similar requirement requirements (other than the Reserve Requirement 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 or commitments of, such Lender (including including, without limitation, any of such Loans or any deposits referred to in the definition of "Eurodollar Base Rate" in Section 1.1 1.01 hereof), but excluding or any commitment of such Lender (including, without limitation, the Reserve Requirement to the extent it is included in the calculation Commitments of the Adjusted Eurodollar Ratesuch Lender hereunder); or
(iii) imposes any other condition affecting this Agreement or the its Notes (or any of such extensions of credit or liabilities liabilities) or commitments contemplated hereunder or thereunderits Commitments. Each If any Lender will notify requests compensation from the Borrower Company under this Section 5.01(a), the Company may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such 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 5.04 hereof shall be applicable), provided that such suspension shall not affect the right of such Lender to receive the compensation so requested.
(b) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Company 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, the bank holding company of which such Lender is a subsidiary) for any costs that it determines are attributable to the maintenance by such 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 Basle Accord, of capital in respect of its 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 Lender (or any Applicable Lending Office or such bank holding company) to a level below that which such 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 Closing Date which will entitle 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 4.1(a) as promptly as practicable 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 it obtains knowledge thereof and determines the date 45 days prior to request the date that such compensation, Lender does give such notice and (if so requested by the Borrowerii) each Lender will designate a different Applicable Lending Office for the Eurodollar 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, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided except that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. United States of America. Each Lender will furnish to the Borrower with Company a certificate setting forth the basis and the amount of each request of by such Lender for compensation under this Section 4.1(a). If any Lender requests compensation from the Borrower under this Section 4.1(a), the Borrower may, by notice to such Lender paragraph (with a copy to the Administrative Agent), suspend the obligation of such Lender to make a) or Continue making, or 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 4.4 hereof shall be applicable).
(b) Without limiting the effect of the foregoing provisions of this Section 4.1, in the event that, by reason of any Regulatory Change, any 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 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 Lender which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable).
(c) 5.01. Determinations and allocations by any Lender for purposes of this Section 4.1 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 of making or maintaining Loans Loans, or on amounts receivable by it in respect of Loans Loans, and of the additional amounts required to compensate such Lender in respect of any Additional Costsunder this Section 5.01, shall be conclusive in the absence of manifest errorconclusive, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.
Appears in 1 contract
Sources: Credit Agreement (Eller Media Corp)
Additional Costs. (a) The Borrower Company shall pay directly to the Administrative Agent for the account of each Lender from time to time, promptly upon the request of time such Lender, the amounts as such Lender may determine to be necessary to compensate it for any costs incurred by such Lender which such Lender determines are attributable to its making or maintaining of any Eurodollar Loans hereunder or its obligation to make any of such LoansLoans hereunder, or any reduction in any amount receivable by such Lender hereunder in respect of any of such Loans or obligations such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), in each case resulting from any Regulatory Change which:
(i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or its Notes in respect of any of such Loans (other than changes which affect taxes measured by or imposed on the overall net income of such Lender or of its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender has its principal office or such Applicable Lending OfficeOffice and other than Taxes and Other Taxes);; or
(ii) imposes or modifies any reserve, special deposit, minimum capital, capital ratio insurance assessment or similar requirement requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (including any of such Loans or any deposits referred to in the definition of "Eurodollar Base Rate" in Section 1.1 hereof1.01 hereof but excluding, but excluding the Reserve Requirement with respect to the extent it is included any such Eurodollar Loan, any reserve requirements reflected in the calculation of the Adjusted applicable Eurodollar Rate); or
(iii) imposes any other condition affecting this Agreement or the Notes (or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereunderliabilities). Each Lender will notify the Borrower (with a copy to Company through the Administrative Agent) Agent of any event occurring after the Closing Date date of this Agreement which will entitle such Lender to compensation pursuant to this Section 4.1(a6.01(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the BorrowerCompany through the Administrative Agent) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender 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, violate any law, rule or regulation or be in any way disadvantageous to such Lender, Lender (provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. United States of America). Each Lender will furnish the Borrower Company with a certificate statement setting forth the basis and the amount of each request of by such Lender for compensation under this Section 4.1(a6.01(a). If any Lender requests compensation from the Borrower Company under this Section 4.1(a6.01(a), the Borrower Company may, by notice to such Lender (with a copy to through the Administrative Agent), suspend the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, additional Eurodollar Loans to the Company until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 6.04 hereof shall be applicable).
(b) Without limiting the effect of the foregoing provisions of this Section 4.16.01, in the event that, by reason of any Regulatory Change, any 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 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 Lender which includes Eurodollar Loans or (ii) becomes subject generally to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrower Company (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue makingcontinue, or Convert to convert Base Rate Loans into, Eurodollar Loans hereunder shall be suspended until the date such Lender withdraws such notice or such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 6.04 hereof shall be applicable).
(c) Determinations and allocations by any Lender for purposes of this Section 4.1 6.01 of the effect of any Regulatory Change on its costs of maintaining its obligation obligations to make Loans or of making or maintaining Loans or on amounts receivable by it in respect of Loans Loans, and of the additional amounts required to compensate such Lender in respect of any Additional Costs, shall be conclusive in the absence of absent manifest error, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.
Appears in 1 contract
Sources: Credit Agreement (Applied Extrusion Technologies Inc /De)
Additional Costs. (a) The Borrower shall pay directly to each Lender from time to timeIn case any change in any law, promptly upon regulation, treaty or 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 such Lenderany central bank or other governmental authority (whether or not having the force of law), in each case after the costs incurred by such Lender which such Lender determines are attributable to its making or maintaining date of any Eurodollar Loans or its obligation to make any of such Loans, this Agreement:
2.6.1 subjects Servicing Agent or any reduction in Lender to any amount receivable by such Lender hereunder in tax with respect to payments of principal or interest or any such Loans or obligations (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change which:
(i) changes the basis of taxation of any other amounts payable hereunder by Borrower or otherwise with respect to such Lender under this Agreement or its Notes in respect of any of such Loans the transactions contemplated hereby (other than except for taxes imposed on the overall net income of Servicing Agent or such Lender imposed by any jurisdiction or any political subdivision thereof);
2.6.2 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, Servicing Agent or any Lender; or
2.6.3 imposes upon Servicing Agent or any Lender any other condition with respect to its performance under this Agreement, and the result of any of the foregoing is to increase the cost to Servicing Agent or such Lender, reduce the income receivable by Servicing Agent or such Lender or its Applicable Lending Office for impose any of such Loans by the jurisdiction in which expense upon Servicing Agent or such Lender has its principal office or such Applicable Lending Office);
(ii) imposes or modifies any reserve, special deposit, minimum capital, capital ratio or similar requirement relating with respect to any extensions of credit Advances, Servicing Agent or other assets of, or any deposits with or other liabilities or commitments of, such Lender (including any of such Loans or any deposits referred to in the definition of "Eurodollar Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate); or
(iii) imposes any other condition affecting this Agreement or the Notes or any extensions of credit or liabilities or commitments contemplated hereunder or thereunder. Each Lender will notify the Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Date which will entitle such Lender 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 (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender 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, violate any lawas applicable, rule shall notify Borrower thereof. Borrower agrees to pay to Servicing Agent or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(a). If any Lender requests compensation from the Borrower under this Section 4.1(a), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue making, or 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 4.4 hereof shall be applicable).
(b) Without limiting the effect of the foregoing provisions of this Section 4.1, in the event that, by reason of any Regulatory Change, any 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 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 Lender which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities increase in cost, reduction in income or assets which it may holdadditional expense as and when such cost, thenreduction or expense is incurred or determined, if upon presentation by Servicing Agent or such Lender so elects by notice to of a statement of the Borrower (with a copy to the Administrative amount and setting forth Servicing Agent)'s or such Lender's calculation thereof, the obligation of such Lender to make or Continue makingall in reasonable detail, or Convert Base Rate Loans into, Eurodollar Loans hereunder which statement shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable).
(c) Determinations deemed true and allocations by any Lender for purposes of this Section 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, shall be conclusive in the absence of correct absent manifest error; PROVIDED, provided HOWEVER, that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make liable for any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating such amount attributable to any period of time which is more than 180 prior to the date one-hundred eighty (180) days prior to the date of such statement. Lender agrees that it will allocate all such increased costs among its customers similarly affected in good faith and in a manner consistent with Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactivelycustomary practice.
Appears in 1 contract
Sources: Loan Agreement (Cymer Inc)
Additional Costs. (a) The Borrower shall pay directly to each Lender from time to timeIf, promptly upon the request of such Lender, the costs incurred by such Lender which such Lender determines are attributable to its making or maintaining as a result of any Eurodollar Loans or its obligation to make any of such Loans, or any reduction in any amount receivable by such Lender hereunder in respect of any such Loans or obligations (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change whichChange:
(i) changes any Lender or any Issuing Lender shall be subject to any tax of any kind whatsoever with respect to amounts payable to it under this Agreement or any Eurodollar Loan made by it, or the basis of taxation of any amounts payable payments to such Lender under this Agreement or its Notes such Issuing Lender in respect thereof is changed (except, in each case, for Non-Excluded Taxes covered by Section 2.14, taxes described in clauses (x) through (z) of any Section 2.14(a), net income taxes, franchise taxes, and branch profits taxes, and changes in the rate of such Loans (other than taxes imposed tax on the overall net income of such Lender or its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender has its principal office or such Applicable Lending OfficeLender);; or
(ii) imposes or modifies any reserve, special deposit, minimum capitalcapital adequacy, capital ratio liquidity, compulsory loan or similar requirement requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, any Lender or commitments any Issuing Lender, which requirements are generally applicable to extensions of credit or other assets of, or deposits with or other liabilities of, such Lender (including any of or such Loans Issuing Lender, are imposed, modified, or any deposits referred to in the definition of "Eurodollar Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate)deemed applicable; or
(iii) imposes any other condition affecting this Agreement Agreement, any Eurodollar Loans or any Letter of Credit or participation therein is imposed on any Lender or any Issuing Lender after the date hereof, which condition is generally applicable to loans made by such Lender or such Issuing Lender; and any Lender or any Issuing Lender, as the case may be, determines that, by reason thereof, the cost to such Lender or Issuing Lender (or a holding company of any Lender or Issuing Lender) of making or maintaining its Commitment or any of its Eurodollar Loans to the Borrower, or the Notes cost (including reduced rate of return) to such Lender or Issuing Lender of participating in, issuing or maintaining any Letter of Credit, as the case may be, is increased or any extensions amount receivable by such Lender or Issuing Lender hereunder in respect of credit any of such Loans or liabilities Letters of Credit is reduced or commitments contemplated hereunder the rate of return on such Lender’s or thereunderIssuing Lender’s (or holding company’s) capital is reduced (taking into consideration such Lender’s or holding company’s policies with respect to capital adequacy and liquidity), in each case by an amount reasonably deemed by such Lender or Issuing Lender to be material (such increases in cost and reductions in amounts receivable being herein called “Additional Costs”), then the Borrower shall pay to such Lender or Issuing Lender, as the case may be, upon its request the additional amount or amounts as will compensate such Lender or Issuing Lender, as the case may be, for such Additional Costs within 15 Business Days after written notice of such Additional Costs is received by the Borrower; provided, however, that if all or any such Additional Costs would not have been payable or incurred but for such Lender’s or Issuing Lender’s voluntary decision to designate a new Lending Office, the Borrower shall have no obligation under this Section 2.13 to compensate such Lender or Issuing Lender for such amount relating to such Lender’s or Issuing Lender’s decision; provided, further, that the Borrower shall not be required to make any payments to such Lender or Issuing Lender for Additional Costs incurred more than 60 days prior to the date that such Lender or Issuing Lender, as the case may be, notifies the Borrower of such Lender’s or Issuing Lender’s intention to claim compensation therefor.
(b) Without limiting the effect of the provisions of Section 2.13(a) (but without duplication thereof), the Borrower will pay to any Lender, within 15 Business Days of receipt by the Borrower of notice from such Lender, for each day such Lender is required to maintain reserves against “Eurocurrency liabilities” under Regulation D of the Board as in effect on the date of this Agreement, an additional amount determined by such Lender equal to the product of the following:
(i) the principal amount of the Eurodollar Loan;
(ii) the remainder of (x) a fraction the numerator of which is the Eurodollar Rate for such Eurodollar Loan and the denominator of which is one minus the rate at which such reserve requirements are imposed on such Lender on such day minus (y) such numerator; and
(iii) 1/360. Such Lender shall request payment under this Section 2.13(b) by giving notice to the Borrower as of the last day of each Interest Period for each Eurodollar Loan (and, if such Interest Period exceeds three months’ duration, also as of three months, or a whole multiple thereof, after the first day of such Interest Period). Such notice shall specify the basis for requesting such compensation and the method for determining the amount thereof. Such Lender shall provide any evidence of such requirement to maintain reserves as the Borrower may reasonably request.
(c) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a Regulatory Change, regardless of the date enacted, adopted, issued or implemented.
(d) Each Lender will notify the Borrower (with a copy to and the Administrative Agent) Agent of any event Regulatory Change occurring after the Closing Date date of this Agreement which will entitle such Lender or Issuing Lender, as the case may be, to compensation pursuant to this Section 4.1(a2.13(a) or (c) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of . If such Lender 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, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(a). If any Issuing Lender requests compensation from the Borrower under this Section 4.1(a2.13(a) or (c), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent)or Issuing Lender, suspend the obligation of as applicable, require that such Lender to make or Continue making, or 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 4.4 hereof shall be applicable).
(b) Without limiting the effect of the foregoing provisions of this Section 4.1, in the event that, by reason of any Regulatory Change, any Issuing 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 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 Lender which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice forward to the Borrower (with a copy to statement setting forth the Administrative Agent), basis for requesting such compensation and the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case method for determining the provisions of Section 4.4 hereof shall be applicable).
(c) amount thereof. Determinations and allocations by any Lender or Issuing Lender for purposes of this Section 4.1 2.13 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, shall be conclusive in the absence of manifest errorconclusive, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactivelyabsent manifest error.
Appears in 1 contract
Additional Costs. (a) The Borrower shall pay directly to each Lender the Agent from time to time, promptly upon time on demand such amounts as any Bank may reasonably determine to be necessary to compensate it for any costs which the request of such Lender, the costs incurred by such Lender which such Lender Bank determines are attributable to its making or maintaining of any Eurodollar Loans under this Agreement or its obligation to make any of such Loansloans hereunder, or any reduction in any amount receivable by such Lender the Bank hereunder in respect of any such Loans loans or obligations such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change which:
: (i) changes the basis of taxation of any amounts payable to such Lender the Bank under this Agreement or its Notes in respect of any of such Loans loans (other than taxes imposed on the overall net income of such Lender or its Applicable Lending Office the Bank for any of such Loans loans by the jurisdiction in which such Lender the Bank has its principal office or such Applicable Lending Officeis deemed to hold the loans);
; or (ii) imposes ii)-imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirement requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender the Bank (including any of such Loans loans or any deposits referred to in the definition of "Eurodollar Base Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate)"; or
or (iii) imposes any other condition affecting this Agreement or the Notes (or any extensions of credit or liabilities or commitments contemplated hereunder or thereunderliabilities), except to the extent any such Regulatory Change has previously resulted in a change in the calculation of Eurodollar Rate as a result of being included in the Reserve Requirement used in calculating such Eurodollar Rate. Each Lender The Agent will notify the Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Date date of this Agreement which will entitle such Lender the Bank to compensation pursuant to this Section 4.1(a13.01(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender 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, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(a). If any Lender requests compensation from the Borrower under this Section 4.1(a), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue making, or 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 4.4 hereof shall be applicable).
(b) Without limiting the effect of the foregoing provisions of this Section 4.113.01, in the event that, by reason of any Regulatory Change, any Lender 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 Lender the Bank 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 Lender the Bank which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender the Bank so elects by notice to the Borrower (with a copy to the Administrative Agent)Borrower, the obligation of such Lender the Bank to make or Continue makingrenew, or Convert Base Rate Loans and to convert loans of any other type into, Eurodollar Loans loans of such type hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable)effect.
(c) Without limiting the effect of the foregoing provisions of this Section 13.01 (but without duplication), Borrower shall pay directly to the Agent from time to time on request such amounts as the Agent may determine to be necessary to compensate any Bank for any costs which it determines are attributable to the maintenance by it or any of its affiliates pursuant to any Regulatory Change of any court or governmental or monetary authority of capital in respect of its loans hereunder or its obligation to make loans hereunder (such compensation to include, without limitation, an amount equal to any reduction in return on assets or equity of the Bank to a level below that which it could have achieved but for such Regulatory Change), except to the extent the Eurodollar Base Rate has been adjusted to reflect such costs. The Agent will notify Borrower if any Bank is entitled to compensation pursuant to this Section 13.01(c) as promptly as practicable after it determines to request such compensation.
(d) Determinations and allocations by any Lender the Agent or Bank for purposes of this Section 4.1 Section-13.01 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 loans or its obligation to make Loans or of making or maintaining Loans loans, or on amounts receivable by by, or the rate of return to, it in respect of Loans loans or such obligation, and of the additional amounts required to compensate such Lender in respect of any Additional Coststhe Bank under this Section 13.01, shall be conclusive in the absence of manifest errorconclusive, provided that that, such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment basis and absent manifest error and having a retroactive effect of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is no more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactivelyone hundred twenty (120) days.
Appears in 1 contract
Additional Costs. (a) The Borrower Each of the Borrowers shall pay directly to each Lender Bank from time to time, promptly upon the request of time such Lender, the amounts as such Bank may determine to be necessary to compensate it for any costs incurred by such Lender Bank which such Lender Bank determines are attributable to such Borrower and its making or maintaining of any Eurodollar Loans hereunder or its obligation to make any of such LoansLoans hereunder, or any reduction in any amount receivable by such Lender Bank hereunder in respect of any such Loans or obligations such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional CostsADDITIONAL COSTS"), resulting from any Regulatory Change which:
(i) changes the basis of taxation of any amounts payable to such Lender Bank under this Agreement or its Notes in respect of any of such Loans (other than taxes imposed on the overall net income of such Lender Bank or its Applicable Lending Office for any of such Eurodollar Loans by the jurisdiction in which such Lender Bank has its principal office or such Applicable Lending Office);
(ii) imposes or modifies any reserve, special deposit, minimum capital, capital ratio 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 Lender Bank (including any of such Eurodollar Loans or any deposits referred to in the definition of "Eurodollar Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate); or
(iii) imposes any other condition affecting this Agreement or the Notes or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereundercommitments. Each Lender Bank will notify the Borrower (with a copy to the Administrative Agent) Borrowers of any event occurring after the Closing Date date of this Agreement which will entitle such Lender Bank to compensation pursuant to this Section 4.1(a6.1(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of affected by such Lender 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 LenderBank, violate any law, rule rule, or regulation or be in any way disadvantageous to such LenderBank, provided that such Lender Bank shall have no obligation to so designate an Applicable Lending Office located in outside the U.S. United States of America. Each Lender Bank will furnish the Borrower Borrowers with a certificate (which absent manifest error, shall be conclusive) setting forth the basis and the amount of each request of such Lender Bank for compensation under this Section 4.1(a6.1(a). If any Lender Bank requests compensation from the Borrower Borrowers under this Section 4.1(a6.1(a), the Borrower Borrowers may, by notice to such Lender Bank (with a copy to the Administrative Agent), ) suspend the obligation of such Lender Bank to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans of the Type with respect to 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 4.4 6.4 hereof shall be applicable).
(b) Without limiting the effect of the foregoing provisions of this Section 4.16.1, in the event that, by reason of any Regulatory ChangeChange that becomes effective after date hereof, any Lender 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 Lender Bank 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 Lender Bank which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender Bank so elects by notice to the Borrower Borrowers (with a copy to the Administrative Agent), the obligation of such Lender Bank to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 6.4 hereof shall be applicable).
(c) Determinations and allocations by any Lender Bank for purposes of this Section 4.1 6.1 of the effect of any Regulatory Change on its costs of maintaining its obligation obligations to make Eurodollar Loans or of making or maintaining Eurodollar Loans or on amounts receivable by it in respect of Loans Eurodollar Loans, and of the additional amounts required to compensate such Lender Bank in respect of any Additional Costs, shall be conclusive in the absence of manifest errorconclusive, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.
Appears in 1 contract
Additional Costs. (a) The Borrower shall pay directly to each Lender from time to time, promptly upon the request of such Lender, the costs incurred by such Lender which such Lender determines are attributable to its making or maintaining of any Eurodollar Loans or its obligation to make any of such Loans, or any reduction in any amount receivable by such Lender hereunder in respect of any such Loans or obligations (such increases in costs and reductions in amounts receivable being herein called "Additional CostsADDITIONAL COSTS"), resulting from any Regulatory Change which:
(i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or its Notes in respect of any of such Loans (other than taxes imposed on the overall net income of such Lender or its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender has its principal office or such Applicable Lending OfficeExcluded Taxes);
(ii) imposes or modifies any reserve, 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 Lender (including any of such Loans or any deposits referred to in the definition of "Eurodollar Rate" in Section SECTION 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate); or
(iii) imposes any other condition affecting this Agreement or the Notes or any extensions of credit or liabilities or commitments contemplated hereunder or thereunder. Each Lender will notify (and provide reasonable supporting documentation to) the Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Date which will entitle such Lender to compensation pursuant to this Section 4.1(aSECTION 4.1(A) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender 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, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided PROVIDED that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(aSECTION 4.1(A). If any Lender requests compensation from the Borrower under this Section 4.1(aSECTION 4.1(A), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue making, or 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 SECTION 4.4 hereof shall be applicable).
(b) Without limiting the effect of the foregoing provisions of this Section SECTION 4.1, in the event that, by reason of any Regulatory Change, any 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 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 Lender which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section SECTION 4.4 hereof shall be applicable).
(c) Determinations and allocations by any Lender for purposes of this Section SECTION 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, shall be conclusive in the absence of manifest error, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.
Appears in 1 contract
Additional Costs. (a) The Borrower shall pay directly to each Lender from time to time, promptly upon the request of such Lender, the costs incurred by such Lender which such Lender determines are attributable to its making or maintaining of any Eurodollar Loans hereunder or its obligation to make any of such LoansLoans hereunder, or any reduction in any amount receivable by such Lender hereunder in respect of any such Loans or obligations such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), ---------------- resulting from any Regulatory Change which:
(i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or its Notes in respect of any of such Loans (other than taxes imposed on the overall net income of such Lender or its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office);
(ii) imposes or modifies any reserve, 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 Lender (including any of such Loans or any deposits referred to in the definition of "Eurodollar Rate" in Section 1.1 hereof, ----------- but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate); or
(iii) imposes any other condition affecting this Agreement or the Notes or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereunder. Each Lender will notify the Borrower commitments.
Section 4.1 (with a copy to the Administrative Agent) of any event occurring after the Closing Date which will entitle such Lender 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 (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender 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, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(a). If any Lender requests compensation from the Borrower under this Section 4.1(aa), the Borrower may, by notice to such Lender (with a copy to the Administrative -------------- Agent), suspend the obligation of such Lender to make or Continue making, or 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 4.4 hereof shall be applicable).
(b) Without limiting the effect of the foregoing provisions of this Section 4.1, in the event that, by reason of any Regulatory Change, any 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 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 Lender which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable).. -----------
(c) Determinations and allocations by any Lender for purposes of this Section 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 Loans, and of the additional amounts required to compensate such Lender in respect of any Additional Costs, shall be conclusive in the absence of manifest error, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.
Appears in 1 contract
Sources: Credit Agreement (Mail Well Inc)
Additional Costs. (a) The Borrower Company shall pay directly to each Lender from time to time, promptly upon the request of time such Lender, the costs incurred by amounts as such Lender which may determine to be necessary to compensate such Lender for any costs that such Lender determines are attributable to its making or maintaining of any Eurodollar Loans or its obligation to make any of such LoansEurodollar Loans hereunder, or any reduction in any amount receivable by such Lender hereunder in respect of any of such Loans or obligations such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change whichthat:
(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 Note or changes the basis of taxation of any amounts payable to such Lender under this Agreement or its Notes Note in respect of any of such Loans (other than taxes imposed excluding changes in the rate of tax on the overall net income of such Lender or its of such Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office);; or
(ii) imposes or modifies any reserve, special deposit, minimum capital, capital ratio deposit or similar requirement requirements (other than the Reserve Requirement 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 or commitments of, such Lender (including including, without limitation, any of such Loans or any deposits referred to in the definition of "Eurodollar Base Rate" in Section 1.1 hereof1.01), but excluding or any commitment of such Lender (including, without limitation, the Reserve Requirement to the extent it is included in the calculation Commitment of the Adjusted Eurodollar Ratesuch Lender hereunder); or
(iii) imposes any other condition affecting this Agreement or the Notes its Note (or any of such extensions of credit or liabilities liabilities) or commitments contemplated hereunder or thereunderits Commitment. Each If any Lender will notify requests compensation from the Borrower Company under this paragraph, the Company may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender thereafter to make or Continue Eurodollar Loans, or to Convert 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 5.04 shall be applicable), provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. Credit Agreement ----------------
(b) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Company 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, the bank holding company of which such Lender is a subsidiary) for any costs that it determines are attributable to the maintenance by such 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 Basle Accord, of capital in respect of its 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 Lender (or any Applicable Lending Office or such bank holding company) to a level below that which such 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 Closing Date which will entitle 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 4.1(a) as promptly as practicable 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 it obtains knowledge thereof and determines the date 45 days prior to request the date that such compensation, Lender does give such notice and (if so requested by the Borrowerii) each Lender will designate a different Applicable Lending Office for the Eurodollar 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, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided except that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. United States of America. Each Lender will furnish to the Borrower with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(a). If any Lender requests compensation from the Borrower under this Section 4.1(a), the Borrower may, by notice to such Lender Company (with a copy to the Administrative Agent), suspend ) a certificate setting forth the obligation basis and amount of each request by such Lender to make for compensation under paragraph (a) or Continue making, or 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 4.4 hereof shall be applicable).
(b) Without limiting the effect of the foregoing provisions of this Section 4.1, in the event that, by reason of any Regulatory Change, any 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 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 Lender which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable).
(c) 5.01. Determinations and allocations by any Lender for purposes of this Section 4.1 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 of making or maintaining Loans Loans, or on amounts receivable by it in respect of Loans Loans, and of the additional amounts required to Credit Agreement ---------------- - 44 - compensate such Lender in respect of any Additional Costsunder this Section 5.01, shall be conclusive in the absence of manifest errorconclusive, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.
Appears in 1 contract
Sources: Credit Agreement (Excelcom Inc)
Additional Costs. (a) The Borrower Company shall pay directly to the Administrative Agent for the account of each Lender from time to time, promptly upon the request of time such Lender, the amounts as such Lender may determine to be necessary to compensate it for any costs incurred by such Lender which such Lender determines are attributable to its making or maintaining of any Eurodollar Loans hereunder or its obligation to make any of such LoansLoans hereunder, or any reduction in any amount receivable by such Lender hereunder in respect of any of such Loans or obligations such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), in each case resulting from any Regulatory Change which:
(i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or its Notes in respect of any of such Loans (other than changes which affect taxes measured by or imposed on the overall net income of such Lender or of its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office);; or
(ii) imposes or modifies any reserve, special deposit, minimum capital, capital ratio deposit or similar requirement requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (including any of such Loans or any deposits referred to in the definition of "Eurodollar Base Rate" in Section 1.1 1.01 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate); or
(iii) imposes any other condition affecting this Agreement or the Notes (or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereunderliabilities). Each Lender will notify the Borrower (with a copy to Company through the Administrative Agent) Agent of any event occurring after the Closing Date date of this Agreement which will entitle such Lender to compensation pursuant to this Section 4.1(a6.01(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the BorrowerCompany through the Administrative Agent) will designate a different Applicable Lending Office for Credit Agreement the Eurodollar Loans of such Lender 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, violate any law, rule or regulation or be in any way disadvantageous to such Lender, Lender (provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. United States of America). Each Lender will furnish the Borrower Company with a certificate statement setting forth the basis and the amount of each request of by such Lender for compensation under this Section 4.1(a6.01(a). If any Lender requests compensation from the Borrower Company under this Section 4.1(a6.01(a), the Borrower Company may, by notice to such Lender (with a copy to through the Administrative Agent), suspend the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, additional Eurodollar Loans to the Company until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 6.04 hereof shall be applicable).
(b) Without limiting the effect of the foregoing provisions of this Section 4.16.01, in the event that, by reason of any Regulatory Change, any 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 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 Lender which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrower Company (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 6.04 hereof shall be applicable).
(c) Determinations and allocations by any Lender for purposes of this Section 4.1 6.01 of the effect of any Regulatory Change on its costs of maintaining its obligation obligations to make Loans or of making or maintaining Loans or on amounts receivable by it in respect of Loans Loans, and of the additional amounts required to compensate such Lender in respect of any Additional Costs, shall be conclusive in the absence of absent manifest error, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein.
(d) If any Lender demands compensation under this Section, the Borrower shall not be required to make Company may, at any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days upon at least three (3) Business Days' prior notice to such Lender through the Administrative Agent, convert in full the then outstanding Eurodollar Loans of such Lender (in which case the Company shall be obligated, if such conversion is made on a day that is not the last day of the then current Interest Period applicable to such affected Eurodollar Loan, to reimburse such Lender's request , in accordance Credit Agreement with Section 6.05, for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply any resulting loss or expense incurred by it) to Additional Costs attributable to any Regulatory Change which takes effect retroactivelyan ABR Loan.
Appears in 1 contract
Additional Costs. (a) The 11.12.1 Borrower shall pay directly to each Lender Agent, promptly after receipt of a written demand and suitable evidence of the cost having been incurred by Agent, from time to time, promptly upon the request of time such Lender, the amounts as Agent may reasonably determine to be necessary to compensate it for any costs incurred by such Lender which such Lender Agent that Agent determines are directly attributable to its making or maintaining of any Eurodollar Loans or its obligation to make any of such Loans, or any reduction in any amount receivable by such Lender Agent hereunder in respect of any such Loans or obligations Credit Extensions relating thereto (such increases in costs and reductions in amounts receivable being herein called "“Additional Costs"”), in each case resulting from any Regulatory Change regulatory change which:
(ia) changes the basis of taxation of any amounts payable to such Lender Agent under this Agreement or its Notes in respect of any of such Loans Credit Extensions (other than changes which affect taxes measured by or imposed on the overall net income of such Lender or its Applicable Lending Office for any of such Loans Agent by the jurisdiction in which such Lender Agent has its principal office or such Applicable Lending Officeoffice);
(iib) imposes or modifies any reserve, special deposit, minimum capital, capital ratio deposit or similar requirement requirements relating to any extensions of credit or other assets of, or any deposits with with, or other liabilities or commitments of, such Lender (including any of such Loans or any deposits referred to in the definition of "Eurodollar Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate)Agent; or
(iiic) imposes any other condition affecting this Agreement or the Notes (or any of such extensions of credit or liabilities liabilities), (each of the events specified at Clauses 11.12.1(a), 11.12.1(b) and 11.12.1(c) (except an event attributable to the wilful breach by the Agent or commitments contemplated hereunder any of its Affiliates of any law or thereunder. Each Lender regulation) being a “Regulatory Change”).
11.12.2 Agent will notify the Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Date which will entitle such Lender Agent to compensation pursuant to this Section 4.1(aClause 11.12 (Additional Costs) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender 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, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender . Agent will furnish the Borrower with a certificate statement setting forth out the basis and the amount of each request of such Lender by Agent for compensation under this Section 4.1(aClause 11.12 (Additional Costs). If any Lender requests compensation from the Borrower under this Section 4.1(a), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue making, or 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 4.4 hereof shall be applicable).
(b) Without limiting the effect of the foregoing provisions of this Section 4.1, in the event that, by reason of any Regulatory Change, any 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 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 Lender which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable).
(c) Determinations and allocations by any Lender Agent for purposes of this Section 4.1 Clause 11.12 (Additional Costs) of the effect of any Regulatory Change on its costs of maintaining its obligation obligations to make Loans or Credit Extensions, of making or maintaining Loans Credit Extensions, or on amounts receivable by it in respect of Loans Credit Extensions, and of the additional amounts required to compensate such Lender Agent in respect of any Additional Costs, shall be conclusive in the absence of manifest error.
11.12.3 If Agent shall determine (acting reasonably) that the adoption or implementation of any applicable law, provided rule, regulation, or treaty regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by Agent (or its applicable lending office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank, or comparable agency, has or would have the effect of reducing the rate of return on capital of Agent or any person or entity controlling Agent (a “Parent”) as a consequence of its obligations hereunder to a level below that which Agent (or its Parent) could have achieved but for such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained hereinadoption, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 change, or compliance (taking into consideration policies with respect to Additional Costs relating capital adequacy) by an amount deemed by Agent to any period of be material, then from time which is more than 180 to time, within five (5) days prior after demand by Agent, Borrower shall pay to Agent such Lender's request additional amount or amounts as will compensate Agent for such reduction. A statement of Agent claiming compensation under this Clause 11.12 (Additional Costs, provided that ) and setting out the foregoing provisions of this sentence additional amount or amounts to be paid to it hereunder shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactivelybe conclusive absent manifest error.
Appears in 1 contract
Additional Costs. (a) The Each Borrower (or the Company on its behalf) shall pay directly to the Administrative Agent for the account of each Lender and each LC Issuer from time to time, promptly upon the request of time such Lender, the amounts as such Lender or such LC Issuer may determine to be necessary to compensate it for any costs incurred by such Lender or such LC Issuer which such Lender or such LC Issuer determines are attributable to its making making, issuing or maintaining of any Eurodollar Fixed Rate Loans or Letters of Credit hereunder or its obligation to make or issue any of such LoansLoans or Letters of Credit hereunder, or any reduction in any amount receivable by such Lender hereunder in respect of any of such Loans or obligations Letters of Credit 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 which:
(i) changes the basis of taxation of any amounts payable to such Lender or any LC Issuer under this Agreement or its Notes or Letters of Credit in respect of any of such Loans or Letters of Credit (other than changes which affect taxes measured by or imposed on the overall net income of such Lender or such LC Issuer or of its Applicable Lending Office for any of such Loans or Letters of Credit by the jurisdiction in which such Lender or such LC Issuer has its principal office or such Applicable Lending Office);; or
(ii) imposes or modifies any reserve, special deposit, minimum capital, capital ratio insurance assessment or similar requirement requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender or any LC Issuer (including any of such Loans or Letters of Credit or any deposits referred to in the definition definitions of "“Eurodollar Base Rate" ” in Section 1.1 hereof1.01 hereof but excluding, but excluding the Reserve Requirement with respect to the extent it is any such Fixed Rate Loan, any such requirements included in the calculation of the Adjusted applicable Eurodollar RateReserve Requirement); or
(iii) imposes any other condition affecting this Agreement or the Notes (or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereunderliabilities). Each Lender LC Issuer and the Lenders each will notify the Company and each other applicable Borrower (with a copy to or the Company on its behalf), through the Administrative Agent) Agent of any event occurring after the Closing Date date of this Agreement which will entitle such Lender or such LC Issuer to compensation pursuant to this Section 4.1(a6.01(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the BorrowerCompany through the Administrative Agent) will designate a different Applicable Lending Office for the Eurodollar relevant Type of Fixed Rate Loans of such Lender 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, violate any law, rule or regulation or be in any way disadvantageous to such Lender, Lender (provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. United States of America). Each Lender and/or LC Issuer, as applicable, will furnish the Borrower Company with a certificate statement setting forth the basis and the amount of each request of by such Lender or such LC Issuer for compensation under this Section 4.1(a6.01(a). If any Lender or LC Issuer requests compensation from the any Borrower under this Section 4.1(a6.01(a), the such Borrower may, by notice to such Lender (with a copy to or such LC Issuer, as applicable, through the Administrative Agent), suspend the obligation of such Lender or LC Issuer to make or Continue making, or Convert Base additional Fixed Rate Loans into, Eurodollar Loans of the relevant Type or issue Letters of Credit to the Borrowers until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 6.04 hereof shall be applicable).
(b) Without limiting the effect of the foregoing provisions of this Section 4.16.01, in the event thatif, by reason of any Regulatory Change, any 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 Lender or LC Issuer which includes deposits by reference to which the interest rate on Eurodollar any Type of Fixed Rate Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender or LC Issuer which includes Eurodollar any Type of Fixed Rate Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender or LC Issuer so elects by notice to the Borrower Company (with a copy to the Administrative Agent)) and each other Borrower, as applicable, the obligation of such Lender or LC Issuer to make or Continue making, or Convert Base Fixed Rate Loans into, Eurodollar Loans of the relevant Type or issue Letters of Credit hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 6.04 hereof shall be applicable).
(c) Determinations and allocations by any Lender Lender, or any LC Issuer for purposes of this Section 4.1 6.01 of the effect of any Regulatory Change on its costs of maintaining its obligation obligations to make Loans or issue Letter of making Credit or of making, issuing or maintaining Loans or Letters of Credit or on amounts receivable by it in respect of Loans or Letters of Credit, and of the additional amounts required to compensate such Lender or LC Issuer in respect of any Additional Costs, shall be conclusive in the absence of presumed correct absent manifest error.
(d) Notwithstanding the foregoing, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the no Borrower shall not be required to make compensate any payment of Lender or LC Issuer for any Additional Costs incurred more than one year prior to any the date that such Lender pursuant to this Section 4.1 with respect to or LC Issuer notifies such Borrower thereof, unless such Additional Costs relating were caused by the retroactive application of a Regulatory Change to any period of time which is a date more than 180 days one year prior to the date of such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactivelynotice.
Appears in 1 contract
Additional Costs. (a) The Borrower shall pay directly to each Lender from time to time, promptly upon the request of such Lender, the costs incurred by such Lender which such Lender reasonably determines are attributable to its making or maintaining of any Eurodollar Loans hereunder or its obligation to make any of such LoansLoans hereunder, or any reduction in any amount receivable by such Lender hereunder in respect of any such Loans or obligations such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional CostsADDITIONAL COSTS"), in each case resulting from any Regulatory Change which:
(i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or its Notes Note in respect of any of such Loans (other than taxes imposed on or measured by or calculated on the basis of the overall net income or capital of such Lender or its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender has its principal office or such Applicable Lending OfficeLoans);
(ii) imposes or modifies any reserve, 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 Lender (including any of such Loans or any deposits referred to in the definition of "Eurodollar Rate" in Section SECTION 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate); or
(iii) imposes any other condition affecting this Agreement or the Notes or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereundercommitments. Each Lender will notify the Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Date which will entitle such Lender to compensation pursuant to this Section 4.1(aSECTION 4.1(A) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender 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, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided PROVIDED, HOWEVER, that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(aSECTION 4.1(A). If any Lender requests compensation from the Borrower under this Section 4.1(aSECTION 4.1(A), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue making, or 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 SECTION 4.4 hereof shall be applicable).
(b) Without limiting the effect of the foregoing provisions of this Section SECTION 4.1, in the event that, by reason of any Regulatory Change, any Lender either (i) incurs Additional Costs Costs, that the Borrower has indicated it will not pay, based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such 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 Lender which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section SECTION 4.4 hereof shall be applicable).
(c) Determinations and allocations by any Lender for purposes of this Section SECTION 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 Loans, and of the additional amounts required to compensate such Lender in respect of any Additional Costs, shall be conclusive in the absence of manifest error, provided PROVIDED, HOWEVER, that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.
Appears in 1 contract
Additional Costs. (a) The Each Borrower shall pay directly to the Administrative Agent (to the fullest extent permitted by applicable law) for the account of each Lender from time to time, promptly upon the request of time such Lender, the costs incurred by amounts as such Lender which may determine to be necessary to compensate such Lender for any costs that such Lender determines are attributable to its making or maintaining of any Eurodollar Eurocurrency Loans to such Borrower or its obligation to make any of Eurocurrency Loans to such LoansBorrower hereunder, or any reduction in any amount receivable by such Lender hereunder in respect of any of such Loans or obligations such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change whichthat:
(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 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 the overall net income of such Lender or its of such Applicable Lending Office for any of such Loans Credit Agreement ---------------- -61- by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office);; or
(ii) imposes or modifies any reserve, special deposit, minimum capital, capital ratio deposit or similar requirement requirements (other than the Reserve Requirement utilized in the determination of the Eurocurrency Rate for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (including including, without limitation, any of such Loans or any deposits referred to in the definition of "Eurodollar Eurocurrency Base Rate" in Section 1.1 1.01 hereof), but excluding or any commitment of such Lender (including, without limitation, the Reserve Requirement to the extent it is included in the calculation Commitments of the Adjusted Eurodollar Ratesuch Lender hereunder); or
(iii) imposes any other condition affecting this Agreement or the its Notes (or any of such extensions of credit or liabilities liabilities) or commitments contemplated hereunder or thereunderits Commitments. Each Lender will notify the Borrower (with a copy With respect to the Administrative Agent) of any event occurring after the Closing Date which will entitle such Lender to compensation pursuant to this Section 4.1(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensationLoans denominated in U.S. Dollars, and (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender 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, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(a). If any Lender requests compensation from the any Borrower under this Section 4.1(a5.01(a), the Borrower Borrowers may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender thereafter to make or Continue makingEurodollar Loans, or to Convert Base Rate Loans intointo Eurodollar Loans, Eurodollar Loans until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 5.04 hereof shall be applicable), provided that such suspension shall not affect the right of such Lender to receive the compensation so requested.
(b) Without limiting the effect of the foregoing provisions of this Section 4.15.01 (but without duplication), in each Borrower (to the event thatextent allocable to it) shall pay to the Administrative Agent for the account of 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, the bank holding company of which such Lender is a subsidiary) for any costs that it determines are attributable to the maintenance by reason such 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 Regulatory Change, any Lender either court or governmental or monetary authority (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 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 Lender which includes Eurodollar Loans following any Regulatory Change or (ii) becomes subject implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to restrictions on comply therewith would be unlawful) heretofore or hereafter issued by any government or governmental or supervisory authority implementing at the amount national level the Basel Accord (including, without limitation, the Final Risk-Based Capital Guidelines of such a category the Board of liabilities or assets which it may holdGovernors of the Federal Reserve System (12 C.F.R. Part 208, thenAppendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, if such Lender so elects by notice to ▇▇▇▇▇▇▇▇ ▇) and the Borrower Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (with a copy to the Administrative Agent12 C.F.R. Part 3, Appendix A)), of capital in respect of its Commitments or Loans (such compensation to include, without limitation, an amount equal to any reduction of the obligation rate of return on assets or equity of such Lender (or any Applicable Lending Office or such bank holding company) to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in a level below that which case the provisions of Section 4.4 hereof shall be applicable).
(c) Determinations and allocations by any Lender for purposes of this Section 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, shall be conclusive in the absence of manifest error, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.(or Credit Agreement ---------------- -62-
Appears in 1 contract
Sources: Credit Agreement (Fabrene Group Inc)
Additional Costs. (a) The Borrower Company shall pay directly to each Lender from time to time, promptly upon the request of time such Lender, the costs incurred by amounts as such Lender which may determine to be necessary to compensate such Lender for any costs that such Lender determines are attributable to its making or maintaining of any Eurodollar Loans or its obligation to make any of such Loans, Eurodollar Loans hereunder or any reduction in any amount receivable by such Lender hereunder in respect of any of such Eurodollar Loans or obligations such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional CostsADDITIONAL COSTS"), resulting from any Regulatory Change whichthat:
(i) shall subject any Lender (or its Applicable Lending Office for any of such Eurodollar Loans) to any tax, duty or other charge in respect of such Eurodollar Loans or its Facility C Note or changes the basis of taxation of any amounts payable to such Lender under this Agreement or its Notes Facility C Note in respect of any of such Eurodollar Loans (other than taxes imposed excluding changes in the rate of tax on the overall net income of such Lender or of its Applicable Lending Office for any of such Loans by the jurisdiction in which such 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, minimum capital, capital ratio deposit or similar requirement requirements (other than the Reserve Requirement utilized in the determination of the Eurodollar Rate for such Eurodollar Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (including including, without limitation, any of such Eurodollar Loans or any deposits referred to in the definition definitions of "Eurodollar Base Rate" in Section 1.1 1.01 hereof), but excluding or any commitment of such Lender (including, without limitation, the Reserve Requirement to the extent it is included in the calculation Facility C Commitment of the Adjusted Eurodollar Ratesuch ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇); or
(iii) imposes any other condition affecting this Agreement or the Notes its Facility C Note (or any of such extensions of credit or liabilities liabilities) or commitments contemplated hereunder or thereunder. Each Lender will notify the Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Date which will entitle such Lender 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 (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender 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, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(a)its Facility C Commitment. If any Lender requests compensation from the Borrower Company under this Section 4.1(a5.01(a), the Borrower Company may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender thereafter to make or Continue makingEurodollar Loans, or to Convert Base Rate Facility C Loans into, of another Type into Eurodollar Loans or to Convert Eurodollar Loans into Facility C 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 4.4 5.04 hereof shall be applicable), PROVIDED that such suspension shall not affect the right of such Lender to receive the compensation so requested.
(b) Without limiting the effect of the foregoing provisions of paragraph (a) of this Section 4.15.01, in the event that, by reason of any Regulatory Change, any 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 Lender which 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 Lender which that includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which that it may hold, hold then, if such Lender so elects by notice to the Borrower Company (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue makingContinue, or to Convert Base Rate Facility C 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 provisions of Section 4.4 5.04 hereof shall be applicable).
(c) Determinations and allocations by any Lender for purposes of this Section 4.1 of Without limiting 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, shall be conclusive in the absence of manifest error, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence Section 5.01 (but without duplication), the Company shall not apply pay directly to Additional Costs 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, the bank holding company of which such Lender is a subsidiary) for any costs that it determines are attributable to the maintenance by such Lender (or any Regulatory Change which takes effect retroactively.Applicable Lending Office or such bank holding company), pursuant to any law or regulation or any
Appears in 1 contract
Additional Costs. (a) The Borrower shall pay directly to each Lender Agent Bank from time to time, promptly upon the request of time such Lender, the amounts as Agent Bank may determine to be necessary to compensate any Syndication Party for any costs incurred by it which Agent Bank determines, based on information presented to it by such Lender which such Lender determines Syndication Party, are attributable to its such Syndication Party's making or maintaining of any Eurodollar Loans Advances hereunder or its obligation to make any of such LoansAdvances, or any reduction in any amount receivable by such Lender hereunder Syndication Party under this Agreement or the Promissory Note payable to it in respect of to any such Loans Advances or obligations such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any change after the date of this Agreement in United States federal, state, municipal, or foreign laws or regulations (including Regulation D), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks including such Syndication Party of or under any United States federal, state, municipal, 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 ("Regulatory Change Change"), which:
: (ia) changes the basis of taxation of any amounts payable to such Lender Syndication Party under this Agreement or its Notes the Promissory Note payable to such Syndication Party in respect of any of such Loans Advances (other than taxes imposed on the overall net income of such Lender Syndication Party); or its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office);
(iib) imposes or modifies any reserve, special deposit, minimum capital, capital ratio or similar requirement requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender Syndication Party; or (including any of such Loans or any deposits referred to in the definition of "Eurodollar Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate); or
(iiic) imposes any other condition affecting this Agreement or the Notes Promissory Note payable to such Syndication Party (or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereunderliabilities). Each Lender Agent Bank will notify the Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Date date of this Agreement which will entitle such Lender Syndication Party to compensation pursuant to this Section 4.1(a) 18.11 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested . Determinations by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender 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, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(a). If any Lender requests compensation from the Borrower under this Section 4.1(a), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue making, or 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 4.4 hereof shall be applicable).
(b) Without limiting the effect of the foregoing provisions of this Section 4.1, in the event that, by reason of any Regulatory Change, any 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 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 Lender which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable).
(c) Determinations and allocations by any Lender Agent Bank for purposes of this Section 4.1 18.11 of the effect of any Regulatory Change on its the costs of maintaining its obligation to make Loans or such Syndication Party of making or maintaining Loans Advances or on amounts receivable by it such Syndication Party in respect of Loans Advances, and of the additional amounts required to compensate such Lender Syndication Party in respect of any Additional Costs, shall be conclusive in the absence of manifest errorconclusive, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything any of the foregoing provisions of this Section 18.11 if, within ninety (90) days after being given such notice, Borrower pays off all amounts owing to the contrary contained hereinSyndication Party(s) with respect to which Agent Bank has sent Borrower notice that Borrower is liable for Additional Costs, the Borrower shall not be required have no obligation to make any payment of such Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior as to such Lender's request Syndication Party(s); provided, however, Borrower shall be liable for any Funding Losses on account of such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactivelyprepayment.
Appears in 1 contract
Additional Costs. (a) The Borrower shall pay directly to each Lender from time to time, promptly upon the request of such Lender, the costs incurred by such Lender which such Lender determines are attributable to its making or maintaining of any Eurodollar Loans or its obligation to make any of such Loans, or any reduction in any amount receivable by such Lender hereunder in respect of any such Loans or obligations (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change which:
(i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or its Notes in respect of any of such Loans (other than income or franchise taxes imposed on the overall net income or receipts of such Lender or its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office);
(ii) imposes or modifies any reserve, 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 Lender (including any of such Loans or any deposits referred to in the definition of "Eurodollar Rate" in Section 1.1 hereof, but excluding the Eurodollar Reserve Requirement Percentage to the extent it is included in the calculation of the Adjusted Eurodollar RateBasis); or
(iii) imposes any other condition affecting this Agreement or the Notes or any extensions of credit or liabilities or commitments contemplated hereunder or thereunder. Each Lender will notify the Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Effective Date which will entitle such Lender 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 (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender 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, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(a). If any Lender requests compensation from the Borrower under -------------- this Section 4.1(a), the Borrower may, by notice to such Lender (with a copy to -------------- the Administrative Agent), suspend the obligation of such Lender to make or Continue making, or 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 4.4 hereof shall be applicable).. -----------
(b) Without limiting the effect of the foregoing provisions of this Section 4.1, in the event that, by reason of any Regulatory Change, any 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 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 Lender which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof shall ----------- be applicable).
(c) Determinations and allocations by any Lender for purposes of this Section 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, shall be conclusive in the absence of manifest error, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any ----------- period of time which is more than 180 120 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.
Appears in 1 contract
Sources: Credit Agreement (Ipcs Inc)