Additional Costs. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to the Metal Lender by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject the Metal Lender to any tax (except for taxes on income or profits), levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to the making of Fixed Rate Consignments or Fixed Rate Gold Loans, or (b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to the Metal Lender of the principal of or the interest on Fixed Rate Consignments or Fixed Rate Gold Loans or any other amounts payable to the Metal Lender under this Agreement for Fixed Rate Consignments or Fixed Rate Gold Loans, or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of the Metal Lender as they relate to this Agreement, or (d) impose on the Metal Lender any other conditions or requirements with respect to Fixed Rate Consignments or Fixed Rate Gold Loans or any class of commitments of which any of Fixed Rate Consignments or Fixed Rate Gold Loans form a part; (e) and the result of any of the foregoing is: (i) to increase the cost to the Metal Lender of making, funding, issuing, renewing, extending or maintaining any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or (ii) to reduce the amount of principal, interest or other amount payable to the Metal Lender hereunder on account of any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or (iii) to require the Metal Lender to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Metal Lender for the Customers hereunder, then, and in each such case, the Customers will, upon demand by the Metal Lender, at any time and from time to time and as often as the occasion therefor may arise, pay to the Metal Lender such additional amounts as will be sufficient to compensate the Metal Lender for such additional cost, reduction, payment or foregone interest or other sum.
Appears in 3 contracts
Sources: Precious Metals Agreement (Brush Engineered Materials Inc), Precious Metals Agreement (Brush Engineered Materials Inc), Precious Metals Agreement (Brush Engineered Materials Inc)
Additional Costs. If any present or future applicable law, which expression, as used herein, includes statutes, rules Borrower shall pay directly to each Bank 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 Fronting Bank from time to time hereafter made upon on demand such amounts as such Bank or otherwise issued Fronting Bank may reasonably determine to the Metal Lender be necessary to compensate it for any increased costs which such Bank or Fronting Bank determines are attributable to its making or maintaining any Loan, or its obligation to issue, maintain or participate in any Letter of Credit, or its obligation to make or maintain any Loan, or its obligation to Convert any Loan hereunder, or any reduction in any amount receivable by any central bank such Bank or other fiscal, monetary Fronting Bank hereunder in respect of its Loan(s) or other authority such obligations (whether or not having the force of lawsuch increases in costs and reductions in amounts receivable being herein called “Additional Costs”), shallin each case resulting from any Regulatory Change which:
(a1) subject the Metal Lender any Recipient to any tax Taxes (except for taxes other than (A) Indemnified Taxes, and (B) Excluded Taxes) on income its loans, loan principal, letters of credit, commitments, or profits)other obligations, levyor its deposits, impostreserves, duty, charge, fee, deduction other liabilities or withholding of any nature with respect to the making of Fixed Rate Consignments or Fixed Rate Gold Loans, capital attributable thereto; or
(b2) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to the Metal Lender of the principal of or the interest on Fixed Rate Consignments or Fixed Rate Gold Loans or any other amounts payable to the Metal Lender under this Agreement for Fixed Rate Consignments or Fixed Rate Gold Loans, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere any reserve requirement is taken into account in this Agreementdetermining the Adjusted Term SOFR Rate at the commencement of the applicable Interest Period) imposes or modifies any reserve, special deposit, reserveliquidity, deposit insurance or assessment, liquidityminimum capital, capital adequacy ratio or similar requirements relating to any extensions of credit or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans byany deposits with or other liabilities of, such Bank (including any Term Benchmark Loan or RFR Loan), or commitments any commitment of the Metal Lender as they relate to this Agreement, such Bank (including such Bank’s Loan Commitment hereunder); or
(d3) impose imposes any other condition, cost or expense (other than Taxes) affecting this Agreement or the Notes (or any of such extensions of credit or liabilities). Without limiting the effect of the provisions of the first paragraph of this Section, in the event that, by reason of any Regulatory Change, any Bank becomes subject to restrictions on the Metal Lender any other conditions amount of such a category of liabilities or requirements assets which it may hold, then, if such Bank so elects by notice to Borrower (with respect a copy to Fixed Rate Consignments Administrative Agent), the obligation of such Bank to permit Elections of, to Continue, or Fixed Rate Gold to Convert 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. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or any class of commitments of which any of Fixed Rate Consignments or Fixed Rate Gold Loans form a part;
(e) and the result of in connection with any of the foregoing is:
(i) Loan Documents and the termination of the Loan Commitments in respect of the period prior to increase such termination. Determinations and allocations by a Bank for purposes of this Section of the cost effect of any Regulatory Change pursuant to the Metal Lender first or second paragraph of makingthis Section, funding, issuing, renewing, extending on its costs or rate of return of making or maintaining any its Loan or portions thereof or on amounts receivable by it in respect of its Loan or portions thereof, and the Fixed Rate Consignments or Fixed Rate Gold Loansamounts required to compensate such Bank under this Section, or
(ii) shall be included in a calculation of such amounts given to reduce the amount of principal, interest or other amount payable Borrower and shall be conclusive absent manifest error. Notwithstanding anything contained in this Article III to the Metal Lender hereunder on account of contrary, Borrower shall only be obligated to pay any of the Fixed Rate Consignments amounts due under this Section 3.01 or Fixed Rate Gold Loansunder Section 3.06 if, or
(iii) to require the Metal Lender to make and a Bank shall not exercise any payment right under this Section 3.01 or to forego any interest Sections 3.02, 3.03, 3.04 or other sum payable hereunder3.06 unless, the amount applicable Bank has certified that it 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 obligated to compensate any Bank under any such provision for any amounts attributable to any period which is more than nine (9) months prior to such Bank’s delivery of notice thereof to Borrower (except that if a Regulatory Change is retroactive, then such period shall be extended to include the period of retroactive effect, provided that such Bank delivered notice thereof to Borrower no later than nine (9) months after the date on which payment or foregone interest or other sum is calculated by reference to the gross amount Regulatory Change with such retroactive effect was made). For purposes of any sum receivable or deemed received by the Metal Lender for the Customers hereunder, then, and in each such casethis Section 3.01, the Customers will, upon demand by the Metal Lender, at term “Bank” includes any time and from time to time and as often as the occasion therefor may arise, pay to the Metal Lender such additional amounts as will be sufficient to compensate the Metal Lender for such additional cost, reduction, payment or foregone interest or other sumFronting Bank.
Appears in 3 contracts
Sources: Revolving Credit Agreement (Vornado Realty Lp), Revolving Credit Agreement (Vornado Realty Lp), Revolving Credit Agreement (Vornado Realty Lp)
Additional Costs. (a) If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to the Metal Lender by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), Change in Law shall:
(ai) subject the Metal Lender to impose, modify or deem applicable any tax (except for taxes on income or profits), levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to the making of Fixed Rate Consignments or Fixed Rate Gold Loans, or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to the Metal Lender of the principal of or the interest on Fixed Rate Consignments or Fixed Rate Gold Loans or any other amounts payable to the Metal Lender under this Agreement for Fixed Rate Consignments or Fixed Rate Gold Loans, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy special deposit or other similar requirements (whether or not having the force of law) requirement against assets held byof, or deposits in with or for the account of, or loans credit extended by, or commitments of the Metal Lender as they relate to this Agreement, Goldman; or
(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) impose of the definition of Excluded Taxes and (C) Connection Income Taxes) on the Metal Lender any its loans, loan principal, commitments, or other conditions obligations, or requirements with respect to Fixed Rate Consignments its deposits, reserves, other liabilities or Fixed Rate Gold Loans or any class of commitments of which any of Fixed Rate Consignments or Fixed Rate Gold Loans form a part;
(e) capital attributable thereto; and the result of any of the foregoing is:
(i) shall be to increase the cost to the Metal Lender Goldman in an amount that Goldman deems to be material of making, funding, issuing, renewing, extending issuing or maintaining any of the Fixed Rate Consignments a Credit or Fixed Rate Gold Loans, or
(ii) to reduce the amount of any sum received or receivable by Goldman hereunder (whether of principal, interest or any other amount payable to the Metal Lender hereunder on account of any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(iii) to require the Metal Lender to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Metal Lender for the Customers hereunderamount), then, and in each such caseupon request of Goldman, the Customers willApplicant will pay to ▇▇▇▇▇▇▇ such additional amount or amounts as will compensate Goldman for such additional costs incurred or reduction suffered.
(b) If Goldman determines that any Change in Law regarding capital requirements, upon demand has or would have the effect of reducing the rate of return on ▇▇▇▇▇▇▇’▇ capital or on the capital of ▇▇▇▇▇▇▇’▇ holding company, if any, as a consequence of this Agreement, the loans made by Goldman, or any Credit issued by Goldman, to a level below that which Goldman or ▇▇▇▇▇▇▇’▇ holding company could have achieved but for such Change in Law (taking into consideration ▇▇▇▇▇▇▇’▇ policies and the Metal Lenderpolicies of ▇▇▇▇▇▇▇’▇ holding company with respect to capital adequacy), at any time and then from time to time and as often as the occasion therefor may arise, Applicant will pay to the Metal Lender ▇▇▇▇▇▇▇ such additional amount or amounts as will be sufficient compensate Goldman or ▇▇▇▇▇▇▇’▇ holding company for any such reduction suffered.
(c) A certificate of Goldman setting forth the amount or amounts necessary to compensate Goldman or the Metal Lender holding company of Goldman, as specified in subsections (a) or (b) of this Section 5 and explaining in reasonable detail the method by which such amount or amounts shall have been determined, shall be delivered to the Applicant, shall be conclusive absent manifest error. The Applicant shall pay to Goldman the amount shown as due on any such certificate within ten (10) days after receipt thereof.
(d) Failure or delay on the part of Goldman to demand compensation pursuant to this Section shall not constitute a waiver of ▇▇▇▇▇▇▇’▇ right to demand such compensation; provided that the Applicant shall not be required to compensate Goldman pursuant to this Section for any increased costs incurred or reductions suffered unless Goldman gives notice to the Applicant to compensate Goldman pursuant to this Section within one hundred and eighty (180) days after the date that Goldman knows an event has occurred pursuant to which Goldman will seek such additional costcompensation.
(e) Notwithstanding the foregoing provisions of this Section, reduction, payment Goldman shall not be entitled to compensation pursuant to this Section if it is not at the time the general policy or foregone interest or other sumpractice of Goldman to demand compensation in similar circumstances in similar credit agreements.
Appears in 2 contracts
Sources: Continuing Agreement for Standby Letters of Credit, Continuing Agreement for Standby Letters of Credit (Sherwin Williams Co)
Additional Costs. If Bank shall determine that the adoption or implementation of any present or future applicable law, which expressionrule, as used hereinregulation, includes statutesor treaty after the date hereof regarding capital adequacy, rules and regulations thereunder and interpretations or any change therein, or any change in the interpretation or administration thereof by any competent court or after the date hereof by any governmental authority, central bank, or other regulatory body or official comparable agency charged with the interpretation or administration thereof, or the interpretation thereof and requests, directives, instructions and notices at compliance by Bank (or its applicable lending office) with any time request or from time to time hereafter made upon or otherwise issued to the Metal Lender by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject the Metal Lender to any tax (except for taxes on income or profits), levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to the making of Fixed Rate Consignments or Fixed Rate Gold Loans, or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to the Metal Lender of the principal of or the interest on Fixed Rate Consignments or Fixed Rate Gold Loans or any other amounts payable to the Metal Lender under this Agreement for Fixed Rate Consignments or Fixed Rate Gold Loans, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, directive regarding capital adequacy or other similar requirements (whether or not having the force of law) against assets held byof any such authority, central bank, or deposits in comparable agency, has or would have the effect of reducing the rate of return on capital of Bank or any person or entity controlling Bank (a "Bank's Parent") as a consequence of its obligations hereunder to a level below that which Bank (or Bank's Parent) could have achieved but for the account ofsuch adoption, change, or loans bycompliance (taking into consideration policies with respect to capital adequacy) by an amount deemed by Bank to be material, then from time to time, within thirty (30) days after receipt by Borrower of an executed certificate from Bank setting forth the amount or commitments amounts necessary to compensate Bank for such reduction, Borrower shall pay to Bank such amounts so certified to it (other than any amounts with respect to (i) Indemnified Taxes, (ii) taxes described in clauses (b) through (d) of Excluded Taxes, and (iii) Connection Income Taxes). Notwithstanding anything herein to the Metal Lender as they relate contrary, (i) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines or directives thereunder or issued in connection therewith, and (ii) all requests, rules, guidelines or directives concerning capital adequacy promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) (including pursuant to Basel III) shall in each case be deemed to be a change in law for purposes of this Agreement, or
(d) impose on the Metal Lender any other conditions or requirements with respect to Fixed Rate Consignments or Fixed Rate Gold Loans or any class of commitments of which any of Fixed Rate Consignments or Fixed Rate Gold Loans form a part;
(e) and the result of any regardless of the foregoing is:
(i) date enacted, adopted or issued. The above-described certificate from Bank claiming compensation under this Section 2.6 and setting forth the additional amount or amounts to increase the cost be paid to it hereunder shall be conclusive absent manifest error. Notwithstanding anything to the Metal Lender of makingcontrary in this Section 2.6, funding, issuing, renewing, extending or maintaining Borrower shall not be required to compensate Bank pursuant to this Section 2.6 for any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
amounts incurred more than six (ii6) to reduce the amount of principal, interest or other amount payable months prior to the Metal Lender hereunder on account date that Bank notifies Borrower of any Bank's intention to claim compensation therefor; provided that if the circumstances giving rise to such claim have a retroactive effect, then such six-month period shall be extended to include the period of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(iii) to require the Metal Lender to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Metal Lender for the Customers hereunder, then, and in each such case, the Customers will, upon demand by the Metal Lender, at any time and from time to time and as often as the occasion therefor may arise, pay to the Metal Lender such additional amounts as will be sufficient to compensate the Metal Lender for such additional cost, reduction, payment or foregone interest or other sumretroactive effect.
Appears in 2 contracts
Sources: Loan and Security Agreement (IsoPlexis Corp), Loan and Security Agreement (PhenomeX Inc.)
Additional Costs. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental Borrower shall pay directly to each Bank or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or Recipient from time to time hereafter made upon or otherwise issued to the Metal Lender by any central bank on demand such amounts as such Bank or other fiscal, monetary Recipient may reasonably determine to be necessary to compensate it for any increased costs which such Bank or other authority Recipient determines are attributable to its making or maintaining a Loan, or its obligation to make or maintain a Loan, or its obligation to Convert a Loan hereunder, or any reduction in any amount receivable by such Bank or other Recipient hereunder in respect of its Loan(s) or such obligations (whether or not having the force of lawsuch increases in costs and reductions in amounts receivable being herein called “Additional Costs”), shallin each case resulting from any Regulatory Change which:
(a1) subject the Metal Lender subjects any Recipient to any tax Taxes (except for taxes other than (A) Indemnified Taxes, and (B) Excluded Taxes) on income its loans, loan principal, letters of credit, commitments, or profits)other obligations, levyor its deposits, impostreserves, duty, charge, fee, deduction other liabilities or withholding of any nature with respect to the making of Fixed Rate Consignments or Fixed Rate Gold Loans, capital attributable thereto; or
(b2) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to the Metal Lender of the principal of or the interest on Fixed Rate Consignments or Fixed Rate Gold Loans or any other amounts payable to the Metal Lender under this Agreement for Fixed Rate Consignments or Fixed Rate Gold Loans, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere the LIBOR Reserve Requirement is taken into account in this Agreementdetermining the LIBOR Rate at the commencement of the applicable Interest Period) imposes or modifies any reserve, special deposit, reserveliquidity, deposit insurance or assessment, liquidityminimum capital, capital adequacy ratio or similar requirements relating to any extensions of credit or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans byany deposits with or other liabilities of, such Bank (including any Loan or any deposits referred to in the definition of “LIBOR Interest Rate”), or commitments any commitment of the Metal Lender as they relate to this Agreement, such Bank (including such Bank’s Loan Commitment hereunder); or
(d3) impose imposes any other condition, cost or expense (other than Taxes) affecting this Agreement or the Notes (or any of such extensions of credit or liabilities). Without limiting the effect of the provisions of the first paragraph of this Section, in the event that, by reason of any Regulatory Change, any Bank becomes subject to restrictions on the Metal Lender any other conditions amount of such a category of liabilities or requirements assets which it may hold, then, if such Bank so elects by notice to Borrower (with respect a copy to Fixed Administrative Agent), the obligation of such Bank to permit Elections of, to Continue, or to Convert Base Rate Consignments Loans into, LIBOR 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. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or Fixed Rate Gold Loans or any class of commitments of which any of Fixed Rate Consignments or Fixed Rate Gold Loans form a part;
(e) and the result of in connection with any of the foregoing is:
(i) Loan Documents and the termination of the Loan Commitments in respect of the period prior to increase such termination. Determinations and allocations by a Bank for purposes of this Section of the cost effect of any Regulatory Change pursuant to the Metal Lender first or second paragraph of makingthis Section, funding, issuing, renewing, extending on its costs or rate of return of making or maintaining any its Loan or portions thereof or on amounts receivable by it in respect of its Loan or portions thereof, and the Fixed Rate Consignments or Fixed Rate Gold Loansamounts required to compensate such Bank under this Section, or
(ii) shall be included in a calculation of such amounts given to reduce the amount of principal, interest or other amount payable Borrower and shall be conclusive absent manifest error. Notwithstanding anything contained in this Article III to the Metal Lender hereunder on account of contrary, Borrower shall only be obligated to pay any of the Fixed Rate Consignments amounts due under this Section 3.01 or Fixed Rate Gold Loansunder Section 3.06 if, or
(iii) to require the Metal Lender to make and a Bank shall not exercise any payment right under this Section 3.01 or to forego any interest Sections 3.02, 3.03, 3.04 or other sum payable hereunder3.06 unless, the amount 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 obligated to compensate any Bank under any such provision for any amounts attributable to any period which is more than 180 days prior to such Bank’s delivery of notice thereof to Borrower (except that if a Regulatory Change is retroactive, then such period 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 date on which payment or foregone interest or other sum is calculated by reference to the gross amount Regulatory Change with such retroactive effect was made). For purposes of any sum receivable or deemed received by the Metal Lender for the Customers hereunder, then, and in each such casethis Section 3.01, the Customers will, upon demand by the Metal Lender, at term “Bank” includes any time and from time to time and as often as the occasion therefor may arise, pay to the Metal Lender such additional amounts as will be sufficient to compensate the Metal Lender for such additional cost, reduction, payment or foregone interest or other sumFronting Bank.
Appears in 2 contracts
Sources: Credit Agreement (JBG SMITH Properties), Credit Agreement (JBG SMITH Properties)
Additional Costs. If In addition to, and not in limitation of the immediately preceding subsection, if any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to the Metal Lender by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), Regulatory Change shall:
(ai) subject the Metal Lender to impose, modify or deem applicable any tax (except for taxes on income reserve, special deposit, liquidity, compulsory loan, insurance charge or profits), levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to the making of Fixed Rate Consignments or Fixed Rate Gold Loans, or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to the Metal Lender of the principal of or the interest on Fixed Rate Consignments or Fixed Rate Gold Loans or any other amounts payable to the Metal Lender under this Agreement for Fixed Rate Consignments or Fixed Rate Gold Loans, or
(c) impose or increase or render applicable similar requirements (other than any reserve requirement reflected in the Adjusted Term SOFR Rate) relating to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy extensions of credit or other similar requirements (whether or not having the force of law) against assets held byof, or any deposits in with or for the account of, or loans other credit extended by, or commitments of the Metal Lender as they relate to this Agreement, any Lender; or
(dii) impose on any Lender or the Metal Lender applicable offshore interbank market any other conditions condition, cost or requirements with respect to Fixed Rate Consignments expense (other than Taxes) affecting this Agreement or Fixed Rate Gold Loans or any class of commitments of which any of Fixed Rate Consignments or Fixed Rate Gold Loans form a part;made by such Lender; or
(eiii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; and the result of any of the foregoing is:
(i) shall be to increase the cost to the Metal such Lender or such other Recipient of making, fundingcontinuing, issuing, renewing, extending converting or maintaining any Loan (or of the Fixed Rate Consignments maintaining its obligation to make any such Loan) or Fixed Rate Gold Loans, or
(ii) to reduce the amount of any sum received or receivable by such Lender, or such other Recipient hereunder (whether of principal, interest or otherwise), then the Borrower will pay to such Lender or such other amount payable to the Metal Lender hereunder on account of any of the Fixed Rate Consignments or Fixed Rate Gold LoansRecipient, or
(iii) to require the Metal Lender to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Metal Lender for the Customers hereunder, then, and in each such case, the Customers will, upon demand by the Metal Lender, at any time and from time to time and as often as the occasion therefor case may arisebe, pay to the Metal Lender such additional amount or amounts as will be sufficient to compensate such Lender or such other Recipient, as the Metal Lender case may be, for such additional cost, reduction, payment costs incurred or foregone interest or other sumreduction suffered (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”).
Appears in 2 contracts
Sources: Term Loan Agreement (Spirit Realty Capital, Inc.), Term Loan Agreement (Spirit Realty Capital, Inc.)
Additional Costs. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or (a) The Borrower shall pay directly to each Bank from time to time hereafter made upon such amounts as such Bank may determine to be necessary to compensate it for any costs incurred by such Bank which such Bank determines are attributable to its making or otherwise issued maintaining of any Eurodollar Loans hereunder or its obligation to the Metal Lender make any of such Loans hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any central bank such Loans or other fiscal, monetary or other authority such obligation (whether or not having the force of lawsuch increases in costs and reductions in amounts receivable being herein called "Additional Costs"), shall:
(a) subject the Metal Lender to resulting from any tax (except for taxes on income or profits), levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to the making of Fixed Rate Consignments or Fixed Rate Gold Loans, or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to the Metal Lender of the principal of or the interest on Fixed Rate Consignments or Fixed Rate Gold Loans or any other amounts payable to the Metal Lender under this Agreement for Fixed Rate Consignments or Fixed Rate Gold Loans, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of the Metal Lender as they relate to this Agreement, or
(d) impose on the Metal Lender any other conditions or requirements with respect to Fixed Rate Consignments or Fixed Rate Gold Loans or any class of commitments of which any of Fixed Rate Consignments or Fixed Rate Gold Loans form a part;
(e) and the result of any of the foregoing isRegulatory Change which:
(i) changes the basis of taxation of any amounts payable to increase the cost to the Metal Lender such Bank under this Agreement or its Notes in respect of making, funding, issuing, renewing, extending or maintaining any of such Loans (other than taxes imposed on the Fixed Rate Consignments overall net income of such Bank or Fixed Rate Gold Loans, orits Applicable Lending Office for any Eurodollar Loans by the jurisdiction in which such 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 reduce the amount any extensions of principal, interest credit or other amount payable assets of, or any deposits with or other liabilities or commitments of, such Bank (including any Eurodollar Loans or any deposits referred to in the Metal Lender hereunder on account definition of any of the Fixed Rate Consignments or Fixed Rate Gold Loans, "Eurodollar Rate" in Section 1.1 hereof); or
(iii) imposes any other condition affecting this Agreement or the Notes or any of such extensions of credit or liabilities or commitments. Each Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Bank to require compensation pursuant to this Section 5.1(a) as promptly as practicable and in any event, within 180 days, after it obtains knowledge thereof and determines to request such compensation, and will designate a different Applicable Lending Office for the Metal Lender Loans affected by such event if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Bank, violate any law, rule, or regulation or be in any way disadvantageous to make such Bank, provided that such Bank shall have no obligation to so designate an Applicable Lending Office located outside the United States of America. Borrower shall not be obligated to pay for any payment or to forego any interest or other sum payable hereunder, such amounts if such Bank does not notify the Borrower that such additional amounts are owing within 180 days of the date such Bank obtains knowledge thereof. Each Bank will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Bank for compensation under this Section 5.1(a). If any Bank requests compensation from the Borrower under this Section 5.1(a), the Borrower may, by notice to such Bank (with a copy to the Administrative Agent) suspend the obligation of such Bank to make or Continue making, or Convert Loans into, Loans of the Type with respect to which payment such compensation is requested until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.4 hereof shall be applicable).
(b) Without limiting the effect of the foregoing provisions of this Section 5.1, in the event that, by reason of any Regulatory Change that becomes effective after date hereof, any Bank either (i) incurs Additional Costs based on or foregone interest measured by the excess above a specified level of the amount of a category of deposits or other sum is calculated liabilities of such Bank which includes deposits by reference to which the gross interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of any sum receivable such a category of liabilities or deemed received by the Metal Lender for the Customers hereunderassets which it may hold, then, and in each if such caseBank so elects by notice to the Borrower (with a copy to the Administrative Agent), the Customers willobligation of such Bank to make or Continue making, upon demand or Convert Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 5.4 hereof shall be applicable).
(c) Determinations and allocations by any Bank for purposes of this Section 5.1 of the Metal Lendereffect of any Regulatory Change on its costs of maintaining its obligations to make Eurodollar Loans or of making or maintaining Eurodollar Loans or on amounts receivable by it in respect of Eurodollar Loans, at any time and from time to time and as often as of the occasion therefor may arise, pay to the Metal Lender such additional amounts as will be sufficient required to compensate the Metal Lender for such additional costBank in respect of any Additional Costs, reductionshall be conclusive, payment or foregone interest or other sumprovided that such determinations and allocations are made on a reasonable basis.
Appears in 2 contracts
Sources: Credit Agreement (Magnum Hunter Resources Inc), Credit Agreement (Magnum Hunter Resources Inc)
Additional Costs. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental Borrower shall pay directly to each Bank or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or Recipient from time to time hereafter made upon or otherwise issued to the Metal Lender by any central bank on demand such amounts as such Bank or other fiscal, monetary Recipient may reasonably determine to be necessary to compensate it for any increased costs which such Bank or other authority Recipient determines are attributable to its making or maintaining a Loan, or its obligation to make or maintain a Loan, or its obligation to Convert a Loan hereunder, or any reduction in any amount receivable by such Bank or other Recipient hereunder in respect of its Loan(s) or such obligations (whether or not having the force of lawsuch increases in costs and reductions in amounts receivable being herein called “Additional Costs”), shallin each case resulting from any Regulatory Change which:
(a1) subject the Metal Lender subjects any Recipient to any tax Taxes (except other than (A) Indemnified Taxes, and (B) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or
(2) imposes or, modifies or deems applicable any reserve, special deposit, compulsory loan, liquidity, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including pursuant to regulations issued from time to time by the FRB for taxes on income determining the maximum reserve requirement (including any emergency, special, supplemental or profits), levy, impost, duty, charge, fee, deduction or withholding of any nature other marginal reserve requirement) with respect to the making of Fixed Rate Consignments or Fixed Rate Gold Loans, or
eurocurrency funding (b) materially change the basis of taxation (except for changes currently referred to as “Eurocurrency liabilities” in taxes on income or profits) of payments to the Metal Lender Regulation D of the principal of or the interest on Fixed Rate Consignments or Fixed Rate Gold Loans or any other amounts payable FRB, as amended and in effect from time to the Metal Lender under this Agreement for Fixed Rate Consignments or Fixed Rate Gold Loans, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or time)),or for the account of, or loans credit extended or participated in by, such Bank, or commitments any commitment of the Metal Lender as they relate to this Agreement, such Bank (including such Bank’s Commitment hereunder); or
(d3) impose imposes any other condition, cost or expense (other than Taxes) affecting this Agreement or the Notes (or any of such extensions of credit or liabilities). Without limiting the effect of the provisions of the first paragraph of this Section, in the event that, by reason of any Regulatory Change, any Bank becomes subject to restrictions on the Metal Lender any other conditions amount of such a category of liabilities or requirements assets which it may hold, then, if such Bank so elects by notice to Borrower (with respect a copy to Fixed Administrative Agent), the obligation of such Bank to permit Elections of, to Continue, or to Convert Base Rate Consignments or Fixed Rate Gold Loans into, Term SOFR Loans or any class Daily SOFR Loans shall be suspended (in which case the provisions of commitments Section 3.04 shall be applicable) until such Regulatory Change ceases to be in effect. The obligations of which any Borrower under this Section shall survive the repayment of Fixed Rate Consignments all amounts due under or Fixed Rate Gold Loans form a part;
(e) and the result of in connection with any of the foregoing is:
(i) Loan Documents and the termination of the Commitments in respect of the period prior to increase such termination. Determinations and allocations by a Bank for purposes of this Section of the cost effect of any Regulatory Change pursuant to the Metal Lender first or second paragraph of makingthis Section, funding, issuing, renewing, extending on its costs or rate of return of making or maintaining any its Loan or portions thereof or on amounts receivable by it in respect of its Loan or portions thereof, and the Fixed Rate Consignments or Fixed Rate Gold Loansamounts required to compensate such Bank under this Section, or
(ii) shall be included in a calculation of such amounts given to reduce the amount of principal, interest or other amount payable Borrower and shall be conclusive absent manifest error. Notwithstanding anything contained in this Article III to the Metal Lender hereunder on account of contrary, Borrower shall only be obligated to pay any of the Fixed Rate Consignments amounts due under this Section 3.01 or Fixed Rate Gold Loansunder Section 3.06 if, or
(iii) to require the Metal Lender to make and a Bank shall not exercise any payment right under this Section 3.01 or to forego any interest Sections 3.03, 3.04 or other sum payable hereunder3.06 unless, the amount applicable Bank is generally imposing a similar charge on, or otherwise similarly enforcing its agreements with, its other similarly situated borrowers; provided that in no event shall any Bank be required to disclose information of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Metal Lender for the Customers hereunderborrowers. In addition, then, and in each such case, the Customers will, upon demand by the Metal Lender, at any time and from time to time and as often as the occasion therefor may arise, pay to the Metal Lender such additional amounts as will Borrower shall not be sufficient obligated to compensate any Bank under any such provision for any amounts attributable to any period which is more than 180 days prior to such Bank’s delivery of notice thereof to Borrower (except that if a Regulatory Change is retroactive, then such period shall be extended to include the Metal Lender for period of retroactive effect, provided that such additional cost, reduction, payment or foregone interest or other sumBank delivered notice thereof to Borrower no later than 180 days after the date on which the Regulatory Change with such retroactive effect was made).
Appears in 2 contracts
Sources: Credit Agreement (JBG SMITH Properties), Credit Agreement (JBG SMITH Properties)
Additional Costs. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or Borrower shall pay directly to each Bank from time to time hereafter made upon on demand such amounts as such Bank may reasonably determine to be necessary to compensate it for any increased costs which such Bank determines are attributable to its making or otherwise issued maintaining a LIBOR Loan or a Bid Rate Loan, or its obligation to the Metal Lender make or maintain a LIBOR Loan or a Bid Rate Loan, or its obligation to Convert a Base Rate Loan to a LIBOR Loan hereunder, or any reduction in any amount receivable by any central bank such Bank hereunder in respect of its LIBOR Loan or other fiscal, monetary Bid Rate Loan(s) or other authority such obligations (whether or not having the force of lawsuch increases in costs and reductions in amounts receivable being herein called “Additional Costs”), shallin each case resulting from any Regulatory Change which:
(a1) subject the Metal Lender to any tax (except for taxes on income or profits), levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to the making of Fixed Rate Consignments or Fixed Rate Gold Loans, or
(b) materially change changes the basis of taxation (except for changes in taxes on income or profits) of payments to the Metal Lender of the principal of or the interest on Fixed Rate Consignments or Fixed Rate Gold Loans or any other amounts payable to the Metal Lender such Bank under this Agreement for Fixed or the Notes in respect of any such LIBOR Loan or Bid Rate Consignments Loan (other than (i) changes in the rate of general corporate, franchise, branch profit, net income or Fixed Rate Gold Loans, other income tax imposed on such Bank or its Applicable Lending Office or (ii) a tax described in Section 10.13); or
(c2) impose or increase or render applicable (other than to the extent specifically provided for elsewhere the LIBOR Reserve Requirement is taken into account in this Agreementdetermining the LIBOR Rate at the commencement of the applicable Interest Period) imposes or modifies any reserve, special deposit, reserve, deposit insurance or assessment, liquidityminimum capital, capital adequacy ratio or similar requirements relating to any extensions of credit or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans byany deposits with or other liabilities of, such Bank (including any LIBOR Loan or Bid Rate Loan or any deposits referred to in the definition of “LIBOR Interest Rate” in Section 1.01), or commitments any commitment of the Metal Lender as they relate to this Agreement, such Bank (including such Bank’s Loan Commitment hereunder); or
(d3) impose imposes any other condition (unrelated to the basis of taxation referred to in paragraph (1) above) affecting this Agreement or the Notes (or any of such extensions of credit or liabilities). Without limiting the effect of the provisions of the first paragraph of this Section, in the event that, by reason of any Regulatory Change, any Bank either (1) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank which includes deposits by reference to which the LIBOR Interest Rate is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank which includes loans based on the Metal Lender any other conditions LIBOR Interest Rate or requirements (2) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Bank so elects by notice to Borrower (with respect a copy to Fixed Administrative Agent), the obligation of such Bank to permit Elections of, to Continue, or to Convert Base Rate Consignments Loans into, LIBOR 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. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or Fixed Rate Gold Loans or any class of commitments of which any of Fixed Rate Consignments or Fixed Rate Gold Loans form a part;
(e) and the result of in connection with any of the foregoing is:
(i) Loan Documents and the termination of the Loan Commitments in respect of the period prior to increase such termination. Determinations and allocations by a Bank for purposes of this Section of the cost effect of any Regulatory Change pursuant to the Metal Lender first or second paragraph of makingthis Section, funding, issuing, renewing, extending on its costs or rate of return of making or maintaining any its Loan or portions thereof or on amounts receivable by it in respect of the Fixed Rate Consignments its Loan or Fixed Rate Gold Loans, or
(ii) to reduce the amount of principal, interest or other amount payable to the Metal Lender hereunder on account of any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(iii) to require the Metal Lender to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Metal Lender for the Customers hereunder, thenportions thereof, and in each such case, the Customers will, upon demand by the Metal Lender, at any time and from time to time and as often as the occasion therefor may arise, pay to the Metal Lender such additional amounts as will be sufficient required to compensate the Metal Lender for such additional costBank under this Section, reduction, payment or foregone interest or other sumshall be included in a calculation of such amounts given to Borrower and shall be conclusive absent manifest error.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Vornado Realty Trust), Revolving Credit Agreement (Vornado Realty Lp)
Additional Costs. If (a) The Borrower shall pay to each Bank, from time to time, on demand of any present such Bank, such amounts as such Bank may reasonably determine to be necessary to compensate it for any costs which Bank reasonably determines are attributable to its obligation to make any Loan hereunder, or future applicable lawany reduction in any amount receivable by such Bank hereunder in respect of any such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change which: (i) changes the basis of taxation of any amounts payable to such Bank under this Agreement or its Note in respect of any such obligations (other than taxes imposed on the overall net income of such Bank for any of such obligations by the jurisdiction in which expressionsuch Bank has its principal office or Lending Office or franchise taxes imposed in lieu of income taxes); or (ii) imposes or modifies any reserve, as used hereinspecial deposit, includes statutesdeposit insurance or assessment, rules and regulations thereunder and interpretations thereof by minimum capital, capital ratio or similar requirements relating to any competent court or by any governmental extensions of credit or other regulatory body assets of, or official charged any deposits with or other liabilities of, such Bank (including any of such Loans or any deposits referred to in the administration definitions of "LIBOR Loans"); or (iii) imposes any other condition affecting this Agreement, or its Note (or any of such extensions of credit or liabilities) and such Bank's obligations with respect thereto. Each Bank will notify the interpretation Agent and the Borrower of any event occurring after the date of this Agreement which will entitle such Bank to compensation pursuant to this Section 4.2(a) as promptly as practicable after it obtains knowledge thereof and requestsdetermines to request such compensation. Notwithstanding anything herein to the contrary, directivesno provision of this Section 4.2(a) shall be deemed to require the Borrower to make any payment of any amount to the extent that such payment would duplicate any payment made by the Borrower pursuant to Section 3.7 hereof.
(b) Without limiting the effect of the foregoing provisions of this Section 4.2, instructions and notices at in the event that, by reason of any time Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank which includes deposits by reference to which the interest rate on LIBOR Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank which includes 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 Bank so elects by notice to the Borrower, the obligation of such Bank to make LIBOR Loans hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.5 shall be applicable).
(c) Without limiting the effect of the foregoing provisions of this Section 4.2 (but without duplication), the Borrower shall pay to each Bank from time to time hereafter made upon or otherwise issued on request such amounts as such Bank may reasonably determine to be necessary to compensate such Bank for any costs which it reasonably determines are attributable to the Metal Lender maintenance by it or any central bank of its Affiliates pursuant to any law or other fiscalregulation of any jurisdiction or any interpretation, monetary directive or other authority request (whether or not having the force of law)law and whether in effect on the date of this Agreement or thereafter) of any court or governmental or monetary authority, shall:
of capital in respect of its Loans or other obligations hereunder (a) subject the Metal Lender such compensation to include, without limitation, an amount equal to any tax (except reduction in return on assets or equity of such Bank to a level below that which it could have achieved but for taxes on income such law, regulation, interpretation, directive or profitsrequest), levy, impost, duty, charge, fee, deduction or withholding of any nature with respect . Each Bank will notify the Agent and the Borrower if it is entitled to the making of Fixed Rate Consignments or Fixed Rate Gold Loans, or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to the Metal Lender of the principal of or the interest on Fixed Rate Consignments or Fixed Rate Gold Loans or any other amounts payable to the Metal Lender under this Agreement for Fixed Rate Consignments or Fixed Rate Gold Loans, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of the Metal Lender as they relate compensation pursuant to this Agreement, orSection 4.2(c) as promptly as practicable after it determines to request such compensation.
(d) impose A statement of any Bank setting forth such amount or amounts, supported by calculations in reasonable detail, as shall be necessary to compensate such Bank as specified in paragraphs (a), (b) and (c) above shall be delivered to the Borrower and shall be conclusive absent demonstrable error. The Borrower shall pay each such Bank the amount shown as due on any such statement within ten (10) days after its receipt of the Metal Lender any other conditions or requirements with respect to Fixed Rate Consignments or Fixed Rate Gold Loans or any class of commitments of which any of Fixed Rate Consignments or Fixed Rate Gold Loans form a part;same.
(e) Any Bank claiming any additional amounts payable pursuant to this Section 4.2 agrees to use reasonable efforts (consistent with legal and the result of any of the foregoing is:
(iregulatory restrictions) to increase designate a different Lending Office if the cost to making of such a designation would avoid the Metal Lender of makingneed for, funding, issuing, renewing, extending or maintaining any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(ii) to reduce the amount of principalof, interest or other amount payable to the Metal Lender hereunder on account of any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(iii) to require the Metal Lender to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Metal Lender for the Customers hereunder, then, and in each such case, the Customers will, upon demand by the Metal Lender, at any time and from time to time and as often as the occasion therefor may arise, pay to the Metal Lender such additional amounts as will and would not, in the reasonable judgment of such Bank, be sufficient otherwise disadvantageous to compensate the Metal Lender for such additional cost, reduction, payment or foregone interest or other sumBank.
Appears in 2 contracts
Sources: Credit Agreement (United Capital Corp /De/), Revolving Credit Agreement (United Capital Corp /De/)
Additional Costs. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with (a) The Company shall pay to the administration or Administrative Agent for the interpretation thereof and requests, directives, instructions and notices at any time or account of each Lender from time to time hereafter made upon such 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, maintaining, converting or otherwise issued continuing of any Loans hereunder to the Metal Company or any other Borrower or its obligation to make any of such Loans hereunder to the Company or any other Borrower, or any reduction in any amount receivable by such Lender by in respect of any central bank of such Loans or other fiscal, monetary or other authority such obligation (whether or not having the force of lawsuch increases in costs and reductions in amounts receivable being herein called “Additional Costs”), shallin each case resulting from any Regulatory Change which:
(ai) subject subjects the Metal Lender or Issuing Bank to any tax Taxes on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto (except for taxes on income or profitsother than Indemnified Taxes covered by Section 5.08 and Excluded Taxes), levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to the making of Fixed Rate Consignments or Fixed Rate Gold Loans, ; or
(bii) materially change the basis of taxation (except for changes in taxes on income imposes, modifies or profits) of payments to the Metal Lender of the principal of or the interest on Fixed Rate Consignments or Fixed Rate Gold Loans or deems applicable any other amounts payable to the Metal Lender under this Agreement for Fixed Rate Consignments or Fixed Rate Gold Loansreserve, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserveliquidity or similar requirement (including any compulsory loan requirement, assessment, liquidity, capital adequacy insurance charge or other similar requirements (whether or not having the force of lawassessment) against assets held byof, or deposits in with or for the account of, or loans credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted Term SOFR Rate) or commitments of the Metal Lender as they relate to this Agreement, or
(d) impose on the Metal Lender any other conditions or requirements with respect to Fixed Rate Consignments or Fixed Rate Gold Loans or any class of commitments of which any of Fixed Rate Consignments or Fixed Rate Gold Loans form a part;
(e) and the result of any of the foregoing is:
(i) to increase the cost to the Metal Lender of making, funding, issuing, renewing, extending or maintaining any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(ii) to reduce the amount of principal, interest or other amount payable to the Metal Lender hereunder on account of any of the Fixed Rate Consignments or Fixed Rate Gold Loans, Issuing Bank; or
(iii) imposes any other condition, cost or expense affecting this Agreement (or any of such extensions of credit or liabilities). Each Lender (such term to require include the Metal Issuing Bank for purposes of this Section 6.01(a), solely in the case of and with respect to (i) above) will notify the Company through the Administrative Agent of any event occurring after the Original Closing Date which will entitle such Lender to compensation pursuant to this Section 6.01(a) (an “Additional Cost Event”) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided, that the 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 (or such longer period if such Additional Cost Event is given retroactive effect). Each Lender will furnish the Company with a statement setting forth the calculations and the basis therefor, in each case in reasonable detail, and amount of each request by such Lender for compensation under this Section 6.01(a). If any Lender requests compensation from the Company under this Section 6.01(a), the Company may, by notice to such Lender through the Administrative Agent, suspend the obligation of such Lender to make additional Loans of the Type for which compensation is requested to the Company until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 6.04 hereof shall be applicable).
(b) Without limiting the effect of the foregoing provisions of this Section 6.01, in the event that, by reason of any payment Regulatory Change, any Lender either (i) incurs Additional Costs based on or to forego any interest or other sum payable hereunder, measured by the excess above a specified level of the amount of which payment or foregone interest a category of deposits or other sum is calculated liabilities of such Lender which includes deposits by reference to which the gross interest rate on Term Benchmark Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender which includes Term Benchmark Loans or (ii) becomes subject to restrictions on the amount of any sum receivable such a category of liabilities or deemed received by the Metal Lender for the Customers hereunderassets which it may hold, then, and in each if such caseLender so elects by notice to the Company (with a copy to the Administrative Agent), the Customers willobligation of such Lender to make Term Benchmark Loans hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (in which case the provisions of Section 6.04 hereof shall be applicable).
(c) Determinations and allocations by any Lender for purposes of this Section 6.01 of the effect of any Regulatory Change on its costs of maintaining its obligations to make Loans or of making or maintaining Loans or on amounts receivable by it in respect of Loans, upon demand by and of the Metal Lenderadditional amounts required to compensate such Lender in respect of any Additional Costs, shall be conclusive absent manifest error, provided that such determinations and allocations are made on a reasonable basis.
(d) If any Lender demands compensation under this Section, the Company may, at any time and from time upon at least three (3) Business Days’ prior notice to time and as often as such Lender through the occasion therefor may ariseAdministrative Agent, pay convert in full the then outstanding Term Benchmark Loans denominated in Dollars 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 the Metal Lender such additional amounts as will be sufficient affected Term Benchmark Loan, to compensate the Metal Lender reimburse such Lender, in accordance with Section 6.05, for such additional cost, reduction, payment any resulting loss or foregone interest or other sumexpense incurred by it) to an ABR Loan.
Appears in 2 contracts
Sources: Credit Agreement (Iron Mountain Inc), Credit Agreement (Iron Mountain Inc)
Additional Costs. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or Borrower shall pay directly to each Bank from time to time hereafter made upon on demand such amounts as such Bank may reasonably determine to be necessary to compensate it for any increased costs which such Bank determines are attributable to its making or otherwise issued maintaining a LIBOR Loan or a Bid Rate Loan, or its obligation to the Metal Lender make or maintain a LIBOR Loan or a Bid Rate Loan, or its obligation to Convert a Base Rate Loan to a LIBOR Loan hereunder, or any reduction in any amount receivable by any central bank such Bank hereunder in respect of its LIBOR Loan or other fiscal, monetary Bid Rate Loan(s) or other authority such obligations (whether or not having the force of lawsuch increases in costs and reductions in amounts receivable being herein called “Additional Costs”), shallin each case resulting from any Regulatory Change which:
(a1) subject the Metal Lender any Recipient to any tax Taxes (except for taxes other than (A) Indemnified Taxes, and (B) Excluded Taxes) on income its loans, loan principal, letters of credit, commitments, or profits)other obligations, levyor its deposits, impostreserves, duty, charge, fee, deduction other liabilities or withholding of any nature with respect to the making of Fixed Rate Consignments or Fixed Rate Gold Loans, capital attributable thereto; or
(b2) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to the Metal Lender of the principal of or the interest on Fixed Rate Consignments or Fixed Rate Gold Loans or any other amounts payable to the Metal Lender under this Agreement for Fixed Rate Consignments or Fixed Rate Gold Loans, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere the LIBOR Reserve Requirement is taken into account in this Agreementdetermining the LIBOR Rate at the commencement of the applicable Interest Period) imposes or modifies any reserve, special deposit, reserveliquidity, deposit insurance or assessment, liquidityminimum capital, capital adequacy ratio or similar requirements relating to any extensions of credit or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans byany deposits with or other liabilities of, such Bank (including any LIBOR Loan or Bid Rate Loan or any deposits referred to in the definition of “LIBOR Interest Rate”), or commitments any commitment of the Metal Lender as they relate to this Agreement, such Bank (including such Bank’s Loan Commitment hereunder); or
(d3) impose imposes any other condition, cost or expense (other than Taxes) affecting this Agreement or the Notes (or any of such extensions of credit or liabilities). Without limiting the effect of the provisions of the first paragraph of this Section, in the event that, by reason of any Regulatory Change, any Bank becomes subject to restrictions on the Metal Lender any other conditions amount of such a category of liabilities or requirements assets which it may hold, then, if such Bank so elects by notice to Borrower (with respect a copy to Fixed Administrative Agent), the obligation of such Bank to permit Elections of, to Continue, or to Convert Base Rate Consignments Loans into, LIBOR 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. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or Fixed Rate Gold Loans or any class of commitments of which any of Fixed Rate Consignments or Fixed Rate Gold Loans form a part;
(e) and the result of in connection with any of the foregoing is:
(i) Loan Documents and the termination of the Loan Commitments in respect of the period prior to increase such termination. Determinations and allocations by a Bank for purposes of this Section of the cost effect of any Regulatory Change pursuant to the Metal Lender first or second paragraph of makingthis Section, funding, issuing, renewing, extending on its costs or rate of return of making or maintaining any its Loan or portions thereof or on amounts receivable by it in respect of its Loan or portions thereof, and the Fixed Rate Consignments or Fixed Rate Gold Loansamounts required to compensate such Bank under this Section, or
(ii) shall be included in a calculation of such amounts given to reduce the amount of principal, interest or other amount payable Borrower and shall be conclusive absent manifest error. Notwithstanding anything contained in this Article III to the Metal Lender hereunder on account of contrary, Borrower shall only be obligated to pay any of the Fixed Rate Consignments amounts due under this Section 3.01 or Fixed Rate Gold Loansunder Section 3.06 if, or
(iii) to require the Metal Lender to make and a Bank shall not exercise any payment right under this Section 3.01 or to forego any interest Sections 3.02, 3.03, 3.04 or other sum payable hereunder3.06 unless, the amount 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 obligated to compensate any Bank under any such provision for any amounts attributable to any period which is more than nine (9) months prior to such Bank’s delivery of notice thereof to Borrower (except that if a Regulatory Change is retroactive, then such period shall be extended to include the period of retroactive effect, provided that such Bank delivered notice thereof to Borrower no later than nine (9) months after the date on which payment or foregone interest or other sum is calculated by reference to the gross amount Regulatory Change with such retroactive effect was made). For purposes of any sum receivable or deemed received by the Metal Lender for the Customers hereunder, then, and in each such casethis Section 3.01, the Customers will, upon demand by the Metal Lender, at term “Bank” includes any time and from time to time and as often as the occasion therefor may arise, pay to the Metal Lender such additional amounts as will be sufficient to compensate the Metal Lender for such additional cost, reduction, payment or foregone interest or other sumFronting Bank.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Vornado Realty Lp), Revolving Credit Agreement (Vornado Realty Lp)
Additional Costs. If any present or future applicable law(a) ▇▇. ▇▇▇▇▇▇ shall, which expressionon behalf of the Borrowers, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or pay directly to each Bank from time to time hereafter made upon on demand such amounts as such Bank may determine to be necessary to compensate it for any material increase in costs which such Bank determines are attributable to its making or otherwise issued maintaining any Fixed Rate Loans under this Agreement or its obligation to make any such Loans hereunder, or any material reduction in any amount receivable by such Bank hereunder in respect of any such Loans or such obligation (such material increases in costs and material 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 Bank under this Agreement in respect of any of such Loans (other than (A) taxes imposed on the overall net income of such Bank or of its Lending Office for any of such Loans, (B) U.S. federal withholding taxes imposed by FATCA, (C) taxes attributable to a Bank’s breach of any representation or covenant in Section 10.13 and (D) franchise and similar taxes measured by capital or net worth of such Bank imposed on such Bank or its Lending Office, in each case by the jurisdiction in which such Bank is organized or has its principal office or such Lending Office or solely by reason of such Bank doing business in the jurisdiction imposing such tax, other than as a result of this Agreement or any Loan or other transaction contemplated hereby); or (ii) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any of such Loans or any deposits referred to in the definition of “Eurodollar Base Rate” in Section 1.1). Each Bank will notify ▇▇. ▇▇▇▇▇▇ of any event occurring after the date of this Agreement which will entitle such Bank to compensation pursuant to this Section 3.1(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. If any Bank requests compensation from ▇▇. ▇▇▇▇▇▇ under this Section 3.1(a), or under Section 3.1(c), ▇▇. ▇▇▇▇▇▇ may, by notice to such Bank (with a copy to the Metal Lender Agent), require that such Bank’s Loans of the type with respect to which such compensation is requested be converted in accordance with Section 3.4.
(b) Without limiting the effect of the foregoing provisions of this Section 3.1, in the event that, by reason of any central bank Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other fiscal, monetary liabilities of such Bank which includes deposits by reference to which the interest rate on Eurodollar or Money Market Loans is determined as provided in this Agreement or a category of extensions of credit or other authority assets of such Bank which includes Eurodollar or Money Market 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 Bank so elects by notice to ▇▇. ▇▇▇▇▇▇ (with a copy to the Agent), the obligation of such Bank to make or renew, and to convert Loans of any other type into, Loans of such type hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (and all Loans of such type held by such Bank then outstanding shall be converted in accordance with Section 3.4).
(c) Without limiting the effect of the foregoing provisions of this Section 3.1 (but without duplication), ▇▇. ▇▇▇▇▇▇ shall, on behalf of the Borrowers, pay directly to each Bank from time to time on request such amounts as such Bank may reasonably determine to be necessary to compensate such Bank for any material costs, other than taxes, 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)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, shall:
(a) subject the Metal Lender without limitation, an amount equal to any tax (except material reduction in return on assets or equity of such Bank to a level below that which it could have achieved but for taxes on income such law, regulation, interpretation, directive or profitsrequest), levy, impost, duty, charge, fee, deduction or withholding of any nature with respect . Each Bank will notify ▇▇. ▇▇▇▇▇▇ if it is entitled to the making of Fixed Rate Consignments or Fixed Rate Gold Loans, or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to the Metal Lender of the principal of or the interest on Fixed Rate Consignments or Fixed Rate Gold Loans or any other amounts payable to the Metal Lender under this Agreement for Fixed Rate Consignments or Fixed Rate Gold Loans, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of the Metal Lender as they relate compensation pursuant to this Agreement, orSection 3.1(c) as promptly as practicable after it determines to request such compensation.
(d) impose on Each Bank will designate a different Lending Office if such designation will avoid the Metal Lender need for, or reduce the amount of, any other conditions or requirements with respect compensation pursuant to Fixed Rate Consignments or Fixed Rate Gold Loans or any class this Section and will not, in the reasonable judgment of commitments of which any of Fixed Rate Consignments or Fixed Rate Gold Loans form a part;such Bank, be otherwise disadvantageous to such Bank.
(e) Determinations and allocations by a Bank for purposes of this Section 3.1 of the result effect of any Regulatory Change pursuant to subsections (a) or (b), or of the foregoing is:
effect of capital maintained pursuant to subsection (i) to increase the cost to the Metal Lender c), on its costs of making, funding, issuing, renewing, extending making or maintaining any Loans or its obligation to make Loans, or on amounts receivable by, or the rate of return to, it in respect of Loans or such obligation, and of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(ii) to reduce the amount of principal, interest or other amount payable to the Metal Lender hereunder on account of any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(iii) to require the Metal Lender to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Metal Lender for the Customers hereunder, then, and in each such case, the Customers will, upon demand by the Metal Lender, at any time and from time to time and as often as the occasion therefor may arise, pay to the Metal Lender such additional amounts as will be sufficient required to compensate the Metal Lender for such additional costBank under this Section 3.1, reductionshall be evidenced by a certificate setting forth in reasonable detail such Bank’s determination, payment or foregone interest or other sumallocations and calculations and shall be conclusive, provided that such determinations and allocations are made on a reasonable basis.
Appears in 2 contracts
Sources: Credit Agreement (Lauder Ronald S), Credit Agreement (Lauder Ronald S)
Additional Costs. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or Borrower shall pay directly to each Bank from time to time hereafter made upon on demand such amounts as may be necessary to compensate it for any increased costs incurred by it or otherwise issued reduction of the amount received or receivable by it which are attributable to the Metal Lender its making, Converting, Continuing or maintaining any Loan, or its obligation to make, Convert, Continue or maintain a Loan, or any reduction in any amount receivable by such Bank hereunder in respect of any central bank Loan or other fiscal, monetary or other authority such obligations (whether or not having the force of lawsuch increases in costs and reductions in amounts receivable being herein called “Additional Costs”), shallin each case resulting from any Regulatory Change which:
(a1) subject the Metal Lender any Recipient to any tax Taxes (except for taxes other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on income its loans, loan principal, letters of credit, commitments, or profits)other obligations, levyor its deposits, impostreserves, duty, charge, fee, deduction other liabilities or withholding of any nature with respect to the making of Fixed Rate Consignments or Fixed Rate Gold Loans, capital attributable thereto; or
(b2) materially change the basis imposes or modifies any reserve, special deposit, compulsory loan, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating to any extensions of taxation (except for changes in taxes on income credit or profits) of payments to the Metal Lender of the principal of or the interest on Fixed Rate Consignments or Fixed Rate Gold Loans other assets of, or any deposits with or other amounts payable to the Metal Lender under this Agreement for Fixed Rate Consignments liabilities of, such Bank, or Fixed Rate Gold Loans, any commitment of such Bank (including such Bank’s Loan Commitment hereunder); or
(c3) impose imposes any other condition, cost or increase or render applicable expense (other than to the extent specifically provided for elsewhere in this AgreementTaxes) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of the Metal Lender as they relate to affecting this Agreement, or
(d) impose on the Metal Lender any other conditions or requirements with respect to Fixed Rate Consignments or Fixed Rate Gold Loans or any class of commitments of which the Notes (or any of Fixed Rate Consignments such extensions of credit or Fixed Rate Gold Loans form a part;
(e) and liabilities or the result London interbank market). Without limiting the effect of the provisions of the first paragraph of this Section, in the event that, by reason of any Regulatory Change, any Bank either (1) incurs Additional Costs based on or measured by the excess above a specified level of the foregoing is:
(i) to increase the cost to the Metal Lender of making, funding, issuing, renewing, extending or maintaining any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(ii) to reduce the amount of principal, interest a category of deposits of other liabilities of such Bank which includes deposits by reference to which SOFR is determined as provided in this Agreement or a category of extensions of credit or other amount payable assets of such Bank which includes loans based on SOFR or (2) becomes subject to the Metal Lender hereunder restrictions on account of any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(iii) to require the Metal Lender to make any payment or to forego any interest or other sum payable hereunder, the amount of such a category of liabilities or assets which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Metal Lender for the Customers hereunderit may hold, then, and in each if such caseBank so elects by notice to Borrower (with a copy to Administrative Agent), the Customers willobligation of such Bank to permit Elections of, upon demand to Continue, or to Convert Base Rate Loans into, 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. Determinations and allocations by a Bank for purposes of this Section of the Metal Lender, at effect of any time and from time to time and as often as the occasion therefor may arise, pay Regulatory Change pursuant to the Metal Lender such additional first or second paragraph of this Section, on its costs or rate of return of making or maintaining its Loan or portions thereof or on amounts as will be sufficient receivable by it in respect of its Loan or portions thereof, and the amounts required to compensate the Metal Lender for such additional costBank under this Section, reduction, payment or foregone interest or other sumshall be included in a calculation of such amounts given to Borrower and shall be conclusive absent manifest error.
Appears in 2 contracts
Sources: Term Loan Agreement (Avalonbay Communities Inc), Term Loan Agreement (Avalonbay Communities Inc)
Additional Costs. (i) If after the date hereof, any present change in any law or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations regulation or in the interpretation thereof by any competent court or by any administrative or governmental or other regulatory body or official authority charged with the administration thereof or the interpretation thereof enactment of any law or regulation shall either (1) impose, modify or deem applicable any reserve, special deposit or similar requirement against the Banks' Commitments or the Loans or (2) impose on any Bank any other condition regarding this Agreement, its Commitment or the Loans and requeststhe result of any event referred to in clause (1) or (2) of this clause (b) shall be to increase the cost to any Bank of maintaining its Commitment or the Loans (which increase in cost shall be calculated in accordance with each Bank's reasonable averaging and attribution methods) by an amount which any such Bank deems to be material, directivesthen, instructions and notices at upon written demand by such Bank, the Company shall pay to such Bank within 10 days of such written demand an amount equal to such increase in cost; provided that in respect of any time or from time to time hereafter made upon or otherwise issued Loan, no such compensation shall be payable to the Metal Lender extent that, in the reasonable opinion of such Bank, the interest rate on the Loans has been adjusted to account for such increased cost. Such amount shall bear interest, commencing 10 days after receipt by the Company of such demand until payment in full thereof, at a rate per annum (based on a 360-day year, for the actual number of days involved) equal to the sum of 2% and the interest rate then applicable to ABR Loans, changing as and when such rate shall change.
(ii) If any Bank shall have determined that the adoption of any applicable law, rule, regulation or guideline regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or other fiscal, monetary comparable agency charged with the interpretation or other authority administration thereof (whether including any such adoption or change made prior to the date hereof but not having effective until after the force of lawdate hereof), shall:
(a) subject the Metal Lender to or compliance by any tax (except for taxes on income Bank with any request or profits), levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to the making of Fixed Rate Consignments or Fixed Rate Gold Loans, or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to the Metal Lender of the principal of or the interest on Fixed Rate Consignments or Fixed Rate Gold Loans or any other amounts payable to the Metal Lender under this Agreement for Fixed Rate Consignments or Fixed Rate Gold Loans, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, directive regarding capital adequacy or other similar requirements (whether or not having the force of law) against assets held byof any such authority, central bank or deposits in comparable agency, has or would have the effect of reducing the rate of return on capital for the account ofany such Bank or any corporation controlling such Bank as a consequence of its obligations under this Agreement to a level below that which such Bank or such corporation could have achieved but for such adoption, change or loans by, compliance (taking into consideration such Bank's or commitments of the Metal Lender as they relate to this Agreement, or
(d) impose on the Metal Lender any other conditions or requirements such corporation's policies with respect to Fixed Rate Consignments or Fixed Rate Gold Loans or any class of commitments of which any of Fixed Rate Consignments or Fixed Rate Gold Loans form a part;
(e) and the result of any of the foregoing is:
(i) to increase the cost to the Metal Lender of makingcapital adequacy), funding, issuing, renewing, extending or maintaining any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(ii) to reduce the amount of principal, interest or other amount payable to the Metal Lender hereunder on account of any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(iii) to require the Metal Lender to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Metal Lender for the Customers hereunder, then, and in each such case, the Customers will, upon demand by the Metal Lender, at any time and then from time to time and as often as time, not later than 10 days after written demand by such Bank, the occasion therefor may arise, Company shall pay to the Metal Lender such Bank such additional amount or amounts as will be sufficient to compensate the Metal Lender such Bank for such additional cost, reduction, plus interest thereon commencing 10 days after receipt by the Company of such written demand at a rate per annum (based on a 360-day year, for the actual number of days involved) equal to the sum of 2% and the interest rate then applicable to ABR Loans, changing as and when such rate shall change, from the date of such demand by such Bank to the date of payment or foregone interest or other sumby the Company.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Health Care Property Investors Inc), Revolving Credit Agreement (Health Care Property Investors Inc)
Additional Costs. If (a) Each Borrower shall (but without duplication of any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or requirement in this Section 5) pay directly to each Bank from time to time hereafter made upon such amounts as such Bank shall in good faith determine to be material and necessary to compensate such Bank for any costs that such Bank determines are attributable to its making or otherwise issued to the Metal Lender by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject the Metal Lender to any tax (except for taxes on income or profits), levy, impost, duty, charge, fee, deduction or withholding maintaining of any nature with respect to the making of Fixed Rate Consignments Loans to such Borrower or Fixed Rate Gold Loansits obligation to make any Eurodollar Loans to such Borrower hereunder, or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to the Metal Lender of the principal of or the interest on Fixed Rate Consignments or Fixed Rate Gold Loans or any other amounts payable to the Metal Lender under this Agreement for Fixed Rate Consignments or Fixed Rate Gold Loans, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere reduction in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits amount receivable by such Bank hereunder in or for the account of, or loans by, or commitments of the Metal Lender as they relate to this Agreement, or
(d) impose on the Metal Lender any other conditions or requirements with respect to Fixed Rate Consignments or Fixed Rate Gold Loans or any class of commitments of which any of Fixed Rate Consignments or Fixed Rate Gold Loans form a part;
(e) and the result of any of the foregoing issuch Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any Regulatory Change that:
(i) to increase the cost to the Metal Lender of making, funding, issuing, renewing, extending shall subject any Bank (or maintaining 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 Fixed Rate Consignments basis of taxation of any amounts payable to such Bank under this Agreement or Fixed Rate Gold Loans, its Notes in respect of any of such Loans (excluding changes in the rate of tax on or measured by the overall net income of such Bank or of such Applicable Lending Office by the jurisdiction in which such Bank has its principal office or such Applicable Lending Office); or
(ii) imposes or modifies any reserve, special deposit or similar requirements (other than the reserves referred to reduce the amount in Section 5.01(d) hereof) relating to any extensions of principal, interest credit or other amount payable to the Metal Lender hereunder on account of assets of, or any deposits with or other liabilities of, such Bank (including, without limitation, any of such Loans or any deposits referred to in the definition of “Fixed Rate Consignments Base Rate” in Section 1.01 hereof), or Fixed Rate Gold Loansany commitment of such Bank (including, without limitation, the Commitment of such Bank hereunder); or
(iii) imposes any other condition affecting this Agreement or its Notes (or any of such extensions of credit or liabilities) or its Commitment. If any Bank requests compensation from any Borrower under this Section 5.01(a), the Company may, by notice to require such Bank (with a copy to the Metal Lender Administrative Agent), suspend the obligation of such Bank thereafter to make any payment or Continue Eurodollar Loans, or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount Convert Loans of any sum receivable 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 hereof shall be applicable), provided that such suspension shall not affect the right of such Bank to receive the compensation so requested.
(b) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication of any other requirement in this Section 5), if any Bank determines that any Regulatory Change regarding capital requirements has or deemed received would have the effect of reducing the rate of return on such Bank’s capital or on the capital of such Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by such Banks to a level below that which such Bank or such Bank’s holding company could have achieved but for such Regulatory Change (taking into consideration such Bank’s policies and the Metal Lender for the Customers hereunderpolicies of such Bank’s holding company with respect to capital adequacy), then, and in each such case, the Customers will, upon demand by the Metal Lender, at any time and then from time to time the Borrower will pay to such Bank such additional amount or amounts as will compensate such Bank or such Bank’s holding company for any such reduction suffered.
(c) Each Bank shall notify the Company of any event occurring after the date of this Agreement entitling such Bank to compensation under paragraph (a) or (b) of this Section 5.01 as promptly as practicable; provided that if any Bank fails to give such notice after it obtains actual knowledge of such an event, such Bank shall, with respect to compensation payable pursuant to this Section 5.01 in respect of any costs resulting from such event, only be entitled to payment under this Section 5.01 for costs incurred from and after the date 180 days prior to the date that such Bank does give such notice. Any Bank so notifying the Company shall, at the Company’s request, take such steps as often may be available to it and acceptable to the Company to mitigate the effects of such event (which shall include efforts to book the Loans held by such Bank at another lending office of such Bank); provided that such Bank shall be under no obligation to take any step that, in its good faith judgment, would result in its incurring any Additional Costs, additional U.S. Taxes or other additional costs in performing its obligations hereunder (unless the Company has agreed to reimburse it for the same) or would, in the good faith judgment of such Bank, be materially disadvantageous to such Bank or materially inconsistent with such Bank’s internal policies. Anything herein to the contrary notwithstanding, no Bank shall have the right to demand compensation for Additional Costs or reduced rate of return under paragraph (a) or (b) of this Section 5.01, (i) to the extent that such Bank determines in good faith that the interest rate or margin on the relevant Loans appropriately accounts for any Additional Costs, (ii) unless demand thereunder is made in accordance with a policy of such Bank being applied in good faith to all borrowers similarly situated and (iii) with respect to any Money Market Loans, if such Bank shall have obtained actual knowledge of the Regulatory Change giving rise to such request by the time of submission of such Bank’s Money Market Quote pursuant to which such Money Market Loans shall have been made, unless notice of such Bank’s entitlement to such compensation shall have been furnished to the relevant Borrower at or prior to such time. Each Bank will furnish to the Company a certificate setting forth the basis and amount of each request by such Bank for compensation under paragraph (a) or (b) of this Section 5.01 and computations made by such Bank to determine such amount. Determinations and allocations by any Bank for purposes of this Section 5.01 of the effect of any Regulatory Change pursuant to paragraph (a) of this Section 5.01, or of the effect of capital maintained pursuant to paragraph (b) of this Section 5.01, on its costs or rate of return of maintaining Loans or its obligation to make Loans, or on amounts receivable by it in respect of Loans, and of the amounts required to compensate such Bank under this Section 5.01, shall be conclusive, provided that such determinations and allocations are made in good faith on a reasonable basis, including any reasonable averaging and attribution methods.
(d) Without limiting the effect of the foregoing (but without duplication of any other requirement in this Section 5), if any Bank certifies to the Company (through the Administrative Agent) that such Bank is maintaining reserves against “Eurocurrency liabilities” under Regulation D, then so long as the occasion therefor may arise, such Bank is maintaining such reserves each Borrower shall pay to the Metal Lender Administrative Agent for account of such Bank, on the last day of each Interest Period for each Fixed Rate Loan made by such Bank to such Borrower more than three Business Days after receipt by the Company of such certification, an additional amounts as will be sufficient amount equal to compensate the Metal Lender product of the following for such additional costFixed Rate Loan for each day during such Interest Period:
(i) the principal amount of such Fixed Rate Loan outstanding on such day; and
(ii) the remainder of (x) a fraction the numerator of which is the rate (expressed as a decimal) at which interest accrues on such Fixed Rate Loan for such Interest Period as provided in this Agreement (less the Applicable Margin in the case of Syndicated Loans, reduction, payment and less (if positive) or foregone interest or other sumplus (if negative) the LIBO Margin in the case of LIBOR Market Loans) and the denominator of which is one minus the effective rate (expressed as a decimal) at which such reserve requirements are imposed on such Bank on such day minus (y) such numerator; and
(iii) 1/360. Any Bank that has certified to the Company that it is maintaining such reserves shall promptly notify the Company (through the Administrative Agent) if and when it ceases to maintain such reserves.
Appears in 2 contracts
Sources: 364 Day Credit Agreement (American General Finance Inc), 364 Day Credit Agreement (American General Finance Corp)
Additional Costs. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental Borrower shall pay directly to each Bank or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or Recipient from time to time hereafter made upon or otherwise issued to the Metal Lender by any central bank on demand such amounts as such Bank or other fiscal, monetary Recipient may reasonably determine to be necessary to compensate it for any increased costs which such Bank or other authority Recipient determines are attributable to its making or maintaining a Loan, or its obligation to make or maintain a Loan, or its obligation to Convert a Loan hereunder, or any reduction in any amount receivable by such Bank or other Recipient hereunder in respect of its Loan(s) or such obligations (whether or not having the force of lawsuch increases in costs and reductions in amounts receivable being herein called “Additional Costs”), shallin each case resulting from any Regulatory Change which:
(a1) subject the Metal Lender subjects any Recipient to any tax Taxes (except for taxes other than (A) Indemnified Taxes, and (B) Excluded Taxes) on income its loans, loan principal, letters of credit, commitments, or profits)other obligations, levyor its deposits, impostreserves, duty, charge, fee, deduction other liabilities or withholding of any nature with respect to the making of Fixed Rate Consignments or Fixed Rate Gold Loans, capital attributable thereto; or
(b2) materially change the basis of taxation (except for changes in taxes on income imposes or profits) of payments to the Metal Lender of the principal of or the interest on Fixed Rate Consignments or Fixed Rate Gold Loans or modifies any other amounts payable to the Metal Lender under this Agreement for Fixed Rate Consignments or Fixed Rate Gold Loansreserve, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserveliquidity, deposit insurance or assessment, liquidityminimum capital, capital adequacy ratio or similar requirements relating to any extensions of credit or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of the Metal Lender as they relate to this Agreement, or
(d) impose on the Metal Lender any other conditions or requirements deposits with respect to Fixed Rate Consignments or Fixed Rate Gold Loans or any class of commitments of which any of Fixed Rate Consignments or Fixed Rate Gold Loans form a part;
(e) and the result of any of the foregoing is:
(i) to increase the cost to the Metal Lender of making, funding, issuing, renewing, extending or maintaining any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(ii) to reduce the amount of principal, interest or other amount payable liabilities of, such Bank (including pursuant to the Metal Lender hereunder on account of any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(iii) to require the Metal Lender to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Metal Lender for the Customers hereunder, then, and in each such case, the Customers will, upon demand by the Metal Lender, at any time and 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 Regulation D of the FRB, as amended and as often as in effect from time to time)), or any commitment of such Bank (including such Bank’s Commitment hereunder); or
(3) imposes any other condition, cost or expense (other than Taxes) affecting this Agreement or the occasion therefor Notes (or any of such extensions of credit or liabilities). Without limiting the effect of the provisions of the first paragraph of this Section, in the event that, by reason of any Regulatory Change, any Bank becomes subject to restrictions on the amount of such a category of liabilities or assets which it may arisehold, pay then, if such Bank so elects by notice to Borrower (with a copy to Administrative Agent), the obligation of such Bank to permit Elections of, to Continue, or to Convert Base Rate Loans into, Term SOFR Loans 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. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Commitments in respect of the period prior to such termination. Determinations and allocations by a Bank for purposes of this Section of the effect of any Regulatory Change pursuant to the Metal Lender such additional first or second paragraph of this Section, on its costs or rate of return of making or maintaining its Loan or portions thereof or on amounts as will be sufficient receivable by it in respect of its Loan or portions thereof, and the amounts required to compensate such Bank under this Section, shall be included in a calculation of such amounts given to Borrower and shall be conclusive absent manifest error. Notwithstanding anything contained in this Article III to the Metal Lender contrary, 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 3.03, 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 obligated to compensate any Bank under any such provision for any amounts attributable to any period which is more than 180 days prior to such additional costBank’s delivery of notice thereof to Borrower (except that if a Regulatory Change is retroactive, reductionthen such period shall be extended to include the period of retroactive effect, payment or foregone interest or other sumprovided that such Bank delivered notice thereof to Borrower no later than 180 days after the date on which the Regulatory Change with such retroactive effect was made).
Appears in 2 contracts
Sources: Credit Agreement (JBG SMITH Properties), Credit Agreement (JBG SMITH Properties)
Additional Costs. If (i) If, after the date of the amendment and restatement hereof, any present change in any law or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations regulation or in the interpretation thereof by any competent court or by any administrative or governmental or other regulatory body or official authority charged with the administration thereof or the interpretation thereof enactment of any law or regulation shall either (1) impose, modify or deem applicable any reserve, special deposit or similar requirement against the Banks' Commitments or the Loans or (2) impose on any Bank any other condition regarding this Agreement, its Commitment or the Loans and requeststhe result of any event referred to in clause (1) or (2) of this clause (b) shall be to increase the cost to any Bank of maintaining its Commitment or the Loans (which increase in cost shall be calculated in accordance with each Bank's reasonable averaging and attribution methods) by an amount which any such Bank deems to be material, directivesthen, instructions and notices at upon written demand by such Bank, the Company shall pay to such Bank within 10 days of such written demand an amount equal to such increase in cost; provided that in respect of any time or from time to time hereafter made upon or otherwise issued Loan, no such compensation shall be payable to the Metal Lender extent that, in the reasonable opinion of such Bank, the interest rate on the Loans has been adjusted to account for such increased cost. Such amount shall bear interest, commencing 10 days after receipt by the Company of such demand until payment in full thereof, at a rate per annum (based on a 360-day year, for the actual number of days involved) equal to the sum of 2% and the interest rate then applicable to ABR Loans, changing as and when such rate shall change.
(ii) If any Bank shall have determined that the adoption of any applicable law, rule, regulation or guideline regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or other fiscal, monetary comparable agency charged with the interpretation or other authority administration thereof (whether including any such adoption or change made prior to the date of the amendment and restatement hereof but not having effective until after the force date of lawthe amendment and restatement hereof), shall:
(a) subject the Metal Lender to or compliance by any tax (except for taxes on income Bank with any request or profits), levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to the making of Fixed Rate Consignments or Fixed Rate Gold Loans, or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to the Metal Lender of the principal of or the interest on Fixed Rate Consignments or Fixed Rate Gold Loans or any other amounts payable to the Metal Lender under this Agreement for Fixed Rate Consignments or Fixed Rate Gold Loans, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, directive regarding capital adequacy or other similar requirements (whether or not having the force of law) against assets held byof any such authority, central bank or deposits in comparable agency, has or would have the effect of reducing the rate of return on capital for the account ofany such Bank or any corporation controlling such Bank as a consequence of its obligations under this Agreement to a level below that which such Bank or such corporation could have achieved but for such adoption, change or loans by, compliance (taking into consideration such Bank's or commitments of the Metal Lender as they relate to this Agreement, or
(d) impose on the Metal Lender any other conditions or requirements such corporation's policies with respect to Fixed Rate Consignments or Fixed Rate Gold Loans or any class of commitments of which any of Fixed Rate Consignments or Fixed Rate Gold Loans form a part;
(e) and the result of any of the foregoing is:
(i) to increase the cost to the Metal Lender of makingcapital adequacy), funding, issuing, renewing, extending or maintaining any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(ii) to reduce the amount of principal, interest or other amount payable to the Metal Lender hereunder on account of any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(iii) to require the Metal Lender to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Metal Lender for the Customers hereunder, then, and in each such case, the Customers will, upon demand by the Metal Lender, at any time and then from time to time and as often as time, not later than 10 days after written demand by such Bank, the occasion therefor may arise, Company shall pay to the Metal Lender such additional Bank such addi tional amount or amounts as will be sufficient to compensate the Metal Lender such Bank for such additional cost, reduction, plus interest thereon commencing 10 days after receipt by the Company of such written demand at a rate per annum (based on a 360-day year, for the actual number of days involved) equal to the sum of 2% and the interest rate then applicable to ABR Loans, changing as and when such rate shall change, from the date of such demand by such Bank to the date of payment or foregone interest or other sumby the Company.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Health Care Property Investors Inc), Revolving Credit Agreement (Health Care Property Investors Inc)
Additional Costs. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with (a) The Borrowers shall promptly pay to the administration or Administrative Agent for the interpretation thereof and requests, directives, instructions and notices at any time or account of a Lender from time to time hereafter made upon 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 otherwise maintaining any Loan or its obligation to make any Loans, or the issuance or maintenance by an Issuing Bank of or any other Lender's Participation in any Letter of Credit issued hereunder, or any reduction in any amount receivable by such Lender under this Agreement, the Notes or the Letters of Credit in respect of any of such Loans or 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 "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 the Metal Lender Notes in respect of any of such Loans or Letters of Credit (other than taxes imposed on or measured by the income, revenues or assets of any central bank Lender); or (ii) imposes or modifies any reserve, special deposit, or similar requirements relating to any extensions of credit or other fiscalassets of, monetary or any deposits with or other authority liabilities of, such Lender (whether other than any such reserve, deposit or not having requirement reflected in the force Prime Rate, the Federal Funds Effective Rate, the Eurodollar Revolver Rate or the Eurodollar Competitive Rate, in each case computed in accordance with the respective definitions of lawsuch terms set forth in Section 1.01 hereof), shall:
; or (aiii) subject has or would have the Metal effect of reducing the rate of return on capital of any such Lender or corporation controlling such Lender to any tax a level below that which the Lender or corporation controlling such Lender could have achieved but for such Regulatory Change (except for taxes on income taking into consideration such Lender's or profits), levy, impost, duty, charge, fee, deduction or withholding of any nature such corporation's policies with respect to capital adequacy); or (iv) imposes any other condition adversely affecting the making Administrative Agent or the Lenders under this Agreement, the Notes or the issuance or maintenance of, or any Lender's Participation in, the Letters of Fixed Rate Consignments Credit (or Fixed Rate Gold Loans, orany of such extensions of credit or liabilities). Each Lender will notify the Borrowers and the Administrative Agent of any event occurring after the Closing Date which would entitle it to compensation pursuant to this Section 4.01(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation.
(b) materially change Without limiting the basis effect of taxation the foregoing provisions of this Section 4.01, in the event that, by reason of any Regulatory Change, any Lender either (except for changes 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 the Lender which includes deposits by reference to which the interest rate on Eurodollar Loans or Competitive Bid Loans at the Eurodollar Competitive Rate is determined as provided in taxes this Agreement or a category of extensions of credit or other assets of any Lender which includes Eurodollar Loans or Competitive Bid Loans at the Eurodollar Competitive Rate (by way of illustration only and not limitation, an increase in reserve requirements on income a Lender's eurodollar deposit liabilities above a specified dollar amount percentage of its capital) or profits(ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if the Lender so elects by notice to the other Lenders and the Borrowers, the obligation hereunder of such Lender to make, and to convert Base Rate Loans into, Eurodollar Loans that are the subject of such restrictions shall be suspended until the date such Regulatory Change ceases to be in effect and either Borrower shall, on the last day(s) of payments the then current Interest Period(s) for outstanding Eurodollar Loans convert such Eurodollar Loans into Base Rate Loans; provided, however, that the suspension of such obligation and the conversion of any Eurodollar Loans into Base Rate Loans shall apply only to any Lender who is affected by such restrictions and who has provided such notice to the Metal Lender other Lenders, and the obligation of the principal other Lenders to make, and to convert Base Rate Loans into Eurodollar Loans shall not be affected by such restrictions. In the event that the obligation of some, but not all of the Lenders to make, or the interest on Fixed to convert Base Rate Consignments or Fixed Rate Gold Loans into Eurodollar Loans or Competitive Bid Loans at the Eurodollar Competitive Rate is suspended, then any other amounts payable request by either Borrower during the pendency of such suspension for a Eurodollar Loan or Competitive Bid Loans at the Eurodollar Competitive Rate shall be deemed a request for such Eurodollar Loan or Competitive Bid Loans at the Eurodollar Competitive Rate from the Lender(s) not subject to such suspension and for a Base Rate Loan or Competitive Bid Loan at an Absolute Rate from the Metal Lender under this Agreement for Fixed Lender(s) who are subject to such suspension, as to Eurodollar Loans and Base Rate Consignments or Fixed Rate Gold Loans, orin each case in the respective amounts based on the Lenders' respective Revolving Credit Commitments.
(c) impose Determinations by any Lender for purposes of this Section 4.01 of the effect of any Regulatory Change on its costs of making or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held bymaintaining, or deposits being committed to make, Loans or by an Issuing Bank as issuer of any Letter of Credit of the effect of any Regulatory Change on its costs in connection with the issuance or for the account maintenance of, or loans byany other Lender's Participation in, any Letter of Credit issued hereunder, or commitments on amounts receivable by any Lender in respect of Loans or Letters of Credit, and of the Metal Lender as they relate to this Agreement, or
(d) impose on the Metal Lender any other conditions or requirements with respect to Fixed Rate Consignments or Fixed Rate Gold Loans or any class of commitments of which any of Fixed Rate Consignments or Fixed Rate Gold Loans form a part;
(e) and the result of any of the foregoing is:
(i) to increase the cost to the Metal Lender of making, funding, issuing, renewing, extending or maintaining any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(ii) to reduce the amount of principal, interest or other amount payable to the Metal Lender hereunder on account of any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(iii) to require the Metal Lender to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Metal Lender for the Customers hereunder, then, and in each such case, the Customers will, upon demand by the Metal Lender, at any time and from time to time and as often as the occasion therefor may arise, pay to the Metal Lender such additional amounts as will be sufficient required to compensate the Metal Lender for in respect of any Additional Costs, shall be made on a reasonable basis taking into account such additional costLender's reasonable policies as to the allocation of capital, reductioncosts and other items. The Lender requesting such compensation shall furnish to the Borrowers and the Administrative Agent an explanation of the Regulatory Change and calculations, payment or foregone interest or other sumin reasonable detail, setting forth such Lender's determination of any such Additional Costs.
Appears in 2 contracts
Sources: Reimbursement Agreement (Republic Industries Inc), Credit Facilities and Reimbursement Agreement (Autonation Inc /Fl)
Additional Costs. If any present or future applicable law(a) Subject to Section 13.6, which expressionthe Company shall pay to the Paying Agent, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with on demand for the administration or the interpretation thereof and requests, directives, instructions and notices at any time or account of each Bank from time to time hereafter made upon such amounts as such Bank may determine to be necessary to compensate it for any costs incurred by such Bank which such Bank determines are attributable to its making or otherwise issued maintaining of any Eurodollar Loan or any Bankers' Acceptance hereunder or its obligation to the Metal Lender make any such Loan hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any central bank of such Loans or other fiscal, monetary or other authority such obligation (whether or not having the force of lawsuch increases in costs and reductions in amounts receivable being herein called "Additional Costs"), shallin each case resulting from any Regulatory Change which:
(ai) subject the Metal Lender subjects such Bank (or makes it apparent that such Bank is subject) to any tax (except for taxes on income or profits)tax, levy, impost, duty, chargecharge or fee (collectively, fee"Taxes"), or any deduction or withholding for any Taxes on or from the payment due in respect of any nature with respect to the making Bankers' Acceptance or under any Eurodollar Loan or other amounts due hereunder, other than income and franchise taxes of Fixed Rate Consignments or Fixed Rate Gold Loans, or
each jurisdiction (b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to the Metal Lender of the principal of or the interest on Fixed Rate Consignments or Fixed Rate Gold Loans or any other amounts payable to the Metal Lender under this Agreement for Fixed Rate Consignments subdivision thereof) in which such Bank has an office or Fixed Rate Gold Loans, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of the Metal Lender as they relate to this Agreement, or
(d) impose on the Metal Lender any other conditions or requirements with respect to Fixed Rate Consignments or Fixed Rate Gold Loans or any class of commitments of which any of Fixed Rate Consignments or Fixed Rate Gold Loans form a part;
(e) and the result of any of the foregoing is:
(i) to increase the cost to the Metal Lender of making, funding, issuing, renewing, extending or maintaining any of the Fixed Rate Consignments or Fixed Rate Gold Loans, its Applicable Lending Office; or
(ii) to reduce changes the amount basis of principal, interest or other amount taxation of any amounts payable to the Metal Lender hereunder on account such Bank under this Agreement or its Notes in respect of any of such Loans or in respect of Bankers' Acceptances (other than changes which affect taxes measured by or imposed on the Fixed Rate Consignments overall net income or Fixed Rate Gold Loans, franchise taxes of such Bank or of its Applicable Lending Office for any of such Loans by each jurisdiction (or any subdivision thereof) in which such Bank has an office or such Applicable Lending Office); or
(iii) imposes or modifies or increases or deems applicable any reserve, special deposit or similar requirements (including, without limitation, any such requirement imposed by the Office of the Superintendent of Financial Institutions Canada) relating to require any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank or loans made by such Bank, or Bankers' Acceptances accepted by such Bank or against any other funds, obligations or other property owned or held by such Bank (including any of such Loans or, where applicable, any deposits referred to in the Metal Lender definition of "Eurodollar Base Rate" in Section 1.1 hereof or any Bankers' Acceptances) and such Bank actually incurs such additional costs. Each Bank (if so requested by the Company through the Administrative Agent) will designate a different available Applicable Lending Office for the Eurodollar Loans or the Bankers' Acceptances of such Bank or take such other action as the Company may request if such designation or action will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Bank exercised in good faith, be disadvantageous to make any payment such Bank (provided that such Bank shall have no obligation so to designate an Applicable Lending Office for Eurodollar Loans located in the United States of America or to forego designate an Applicable Lending Office for Bankers' Acceptances located in any interest jurisdiction that is not located in Canada). Each Bank will furnish the Company with a statement setting forth the basis and amount of each request by such Bank for compensation under this Section 6.1(a); subject to Section 6.8, such certificate shall be conclusive, absent manifest error, and may be prepared using any reasonable averaging and attribution methods.
(b) Without limiting the effect of the foregoing provisions of this Section 6.1, in the event that, by reason of any Regulatory Change, any Bank either (i) incurs Additional Costs based on or other sum payable hereunder, measured by the excess above a specified level of the amount of which payment or foregone interest a category of deposits or other sum is calculated liabilities of such Bank which includes deposits by reference to which the gross interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank which includes Eurodollar Loans or Bankers' Acceptances or (ii) becomes subject to restrictions on the amount of any sum receivable such a category of liabilities or deemed received by the Metal Lender for the Customers hereunderassets which it may hold, then, if such Bank so elects by notice to the Company (with a copy to the Administrative Agent and in each such casethe Paying Agent), the Customers willobligation of such Bank to make Eurodollar Loans or accept and purchase Bankers' Acceptances, upon demand as applicable, hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (in which case the provisions of Section 6.4 hereof shall be applicable).
(c) Good faith determinations and allocations by any Bank for purposes of this Section 6.1 of the Metal Lendereffect of any Regulatory Change on its costs of maintaining its obligations to make Loans or accept and purchase Bankers' Acceptances or of making or maintaining Loans or accepting and purchasing Bankers' Acceptances on amounts receivable by it in respect of Loans or Bankers' Acceptances, at any time and from time to time and as often as of the occasion therefor may arise, pay to the Metal Lender such additional amounts as will be sufficient required to compensate the Metal Lender for such additional costBank in respect of any Additional Costs, reductionshall be conclusive, payment or foregone interest or other sumabsent manifest error.
(d) The Company's obligation to pay Additional Costs and compensation with regard to each Eurodollar Loan and each Bankers' Acceptance shall survive termination of this Agreement.
Appears in 1 contract
Additional Costs. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with (a) The Transferor shall pay to the administration or the interpretation thereof and requests, directives, instructions and notices at any time or Company from time to time hereafter made upon on demand of the Company such amounts as the Company and/or the Administrative Agent may reasonably determine to be necessary to compensate it for any increase in costs which the Company determines are attributable to its making a Transfer or otherwise issued maintaining any Tranche under this Agreement or its obligation to make any such Transfer or reinvestment hereunder, or any reduction in any amount receivable by the Company hereunder in respect of any such Tranche or such obligation (such increases in costs, payments and reductions in amounts receivable being herein called "Additional Costs") resulting from any Regulatory Change which (i) changes the method or basis of taxation of (A) any amounts payable to the Metal Lender Company under this Agreement in respect of any such Tranche or (B) such amounts when considered together with any amounts to be paid by the Company in respect of its Commercial Paper notes relating to such Tranche, (ii) imposes or modifies any central bank reserve, special deposit, deposit insurance or assessment, capital or similar requirements relating to any extensions of credit or other fiscalassets of, monetary or any deposits with or other authority liabilities of, the banks that are parties to the Liquidity Facility, or (whether iii) imposes any other condition affecting this Agreement (or not having any of such extensions of credit or liabilities). The Company will notify the force of law), shall:
(a) subject the Metal Lender to any tax (except for taxes on income or profits), levy, impost, duty, charge, fee, deduction or withholding Transferor of any nature with respect event that will entitle the Company to the making of Fixed Rate Consignments or Fixed Rate Gold Loans, orcompensation pursuant to this Section 8.3(a) as promptly as practicable after it obtains knowledge thereof.
(b) materially change the basis pursuant to any law or regulation of taxation (except for changes in taxes on income or profits) of payments to the Metal Lender of the principal of or the interest on Fixed Rate Consignments or Fixed Rate Gold Loans any jurisdiction or any other amounts payable to the Metal Lender under this Agreement for Fixed Rate Consignments interpretation, directive or Fixed Rate Gold Loans, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements request (whether or not having the force of law) against assets held byof any court or governmental or monetary authority, whether in effect on the date of this Agreement or deposits thereafter or in respect of any costs or expenses incurred by the Company under the Liquidity Facility. The Company will notify the Transferor if the Company is entitled to compensation pursuant to this Section 8.3(b) as promptly as practicable after it obtains knowledge of such event or condition.
(c) Determinations and allocations by the Company for the account ofpurposes of this Section 8.3 shall be conclusive, or loans byprovided that such determinations and allocations are made in good faith and on a reasonable basis, or commitments reasonable evidence (including an explanation of the Metal Lender as they relate applicable Regulatory Change and an accounting for any amounts demanded) of which shall be provided to this Agreement, orthe Transferor upon request.
(d) impose on Anything in this Section 8.3 to the Metal Lender contrary notwithstanding, if the Company enters into agreements for the transfer of interests in receivables from Other Transferors, the Company shall allocate the liability for any other conditions or requirements with respect to Fixed Rate Consignments or Fixed Rate Gold Loans or any class of commitments of which any of Fixed Rate Consignments or Fixed Rate Gold Loans form a part;
amounts under this Section 8.3 (e) and the result of any of the foregoing is:
(i"Section 8.3 Costs") to increase the cost Transferor and each Other Transferor which is attributable to the Metal Lender of makingTransferor, funding, issuing, renewing, extending which amounts shall be paid by the Transferor or maintaining any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(ii) to reduce the amount of principal, interest or other amount payable to the Metal Lender hereunder on account of Other Transferors; and provided, further, that if such Section 8.3 Costs are attributable to the Transferor and not attributable to any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(iii) to require the Metal Lender to make any payment or to forego any interest or other sum payable hereunderOther Transferor, the amount of which payment Transferor shall be solely liable for such Section 8.3 Costs, or foregone interest or other sum is calculated by reference if such Section 8.3 Costs are attributable to Other Transferors and not attributable to the gross amount of any sum receivable or deemed received by the Metal Lender for the Customers hereunderTransferor, then, and in each such case, the Customers will, upon demand by the Metal Lender, at any time and from time to time and as often as the occasion therefor may arise, pay to the Metal Lender such additional amounts as will Other Transferors shall be sufficient to compensate the Metal Lender solely liable for such additional cost, reduction, payment or foregone interest or other sum.Section 8.3
Appears in 1 contract
Sources: Receivables Transfer Agreement (Georgia Gulf Corp /De/)
Additional Costs. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or Borrower shall pay directly to each Bank from time to time hereafter made upon on demand such amounts as such Bank may determine to be necessary to compensate it for any increased costs which such Bank determines are attributable to its making or otherwise issued maintaining a LIBOR Loan or a LIBOR Bid Rate Loan, or its obligation to the Metal Lender make or maintain a LIBOR Loan or a LIBOR Bid Rate Loan, or its obligation to Convert a Base Rate Loan to a LIBOR Loan hereunder, or any reduction in any amount receivable by any central bank such Bank hereunder in respect of its LIBOR Loan or other fiscal, monetary LIBOR Bid Rate Loan(s) or other authority such obligations (whether or not having the force of lawsuch increases in costs and reductions in amounts receivable being herein called “Additional Costs”), shallin each case resulting from any Regulatory Change which:
(a1) subject the Metal Lender to any tax (except for taxes on income or profits), levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to the making of Fixed Rate Consignments or Fixed Rate Gold Loans, or
(b) materially change changes the basis of taxation (except for changes in taxes on income or profits) of payments to the Metal Lender of the principal of or the interest on Fixed Rate Consignments or Fixed Rate Gold Loans or any other amounts payable to the Metal Lender such Bank under this Agreement for Fixed or the Notes in respect of any such LIBOR Loan or LIBOR Bid Rate Consignments Loan or Fixed Rate Gold Loansotherwise subject any Bank to any Taxes (other than (i) changes in the rate of general corporate, franchise, branch profit, net income or other income tax imposed on such Bank or its Applicable Lending Office by the jurisdiction in which such Bank has its principal office or such Applicable Lending Office, (ii) Indemnified Taxes and Other Taxes covered by Section 3.10 and (iii) any Excluded Tax); or
(c2) impose or increase or render applicable (other than to the extent specifically provided for elsewhere the LIBOR Reserve Requirement is taken into account in this Agreementdetermining the LIBOR Rate at the commencement of the applicable Interest Period) imposes or modifies any reserve, special deposit, reserve, deposit insurance or assessment, liquidityminimum capital, capital adequacy ratio or similar requirements relating to any extensions of credit or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans byany deposits with or other liabilities of, such Bank (including any LIBOR Loan or LIBOR Bid Rate Loan or any deposits referred to in the definition of “LIBOR Interest Rate” in Section 1.01), or commitments any commitment of the Metal Lender as they relate to this Agreement, such Bank (including such Bank’s Loan Commitment hereunder); or
(d3) impose on the Metal Lender imposes any other conditions condition affecting this Agreement or requirements with respect to Fixed Rate Consignments or Fixed Rate Gold Loans the Notes (or any class of commitments such extensions of which any credit or liabilities). Without limiting the effect of Fixed Rate Consignments or Fixed Rate Gold Loans form a part;
(e) and the result provisions of the first paragraph of this Section, in the event that, by reason of any Regulatory Change, any Bank either (1) incurs Additional Costs based on or measured by the excess above a specified level of the foregoing is:
(i) to increase the cost to the Metal Lender of making, funding, issuing, renewing, extending or maintaining any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(ii) to reduce the amount of principal, interest a category of deposits of other liabilities of such Bank which includes deposits by reference to which the LIBOR Interest Rate is determined as provided in this Agreement or a category of extensions of credit or other amount payable assets of such Bank which includes loans based on the LIBOR Interest Rate or (2) becomes subject to the Metal Lender hereunder restrictions on account of any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(iii) to require the Metal Lender to make any payment or to forego any interest or other sum payable hereunder, the amount of such a category of liabilities or assets which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Metal Lender for the Customers hereunderit may hold, then, and in each if such caseBank so elects by notice to Borrower (with a copy to Administrative Agent), the Customers willobligation of such Bank to permit Elections of, upon demand to Continue, or to Convert Base Rate Loans into, LIBOR 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. Determinations and allocations by a Bank for purposes of this Section of the Metal Lender, at effect of any time and from time to time and as often as the occasion therefor may arise, pay Regulatory Change pursuant to the Metal Lender such additional first or second paragraph of this Section, on its costs or rate of return of making or maintaining its Loan or portions thereof or on amounts as will be sufficient receivable by it in respect of its Loan or portions thereof, and the amounts required to compensate the Metal Lender for such additional costBank under this Section, reduction, payment or foregone interest or other sumshall be included in a calculation of such amounts given to Borrower and shall be conclusive absent manifest error.
Appears in 1 contract
Sources: Revolving Loan Agreement (Avalonbay Communities Inc)
Additional Costs. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or Borrower shall pay directly to each Bank from time to time hereafter made upon on demand such amounts as such Bank may determine to be necessary to compensate it for any increased costs incurred by it which are attributable to its making or otherwise issued maintaining a LIBOR Loan, or its obligation to the Metal Lender make or 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 any central bank such Bank hereunder in respect of its LIBOR Loan or other fiscal, monetary or other authority such obligations (whether or not having the force of lawsuch increases in costs and reductions in amounts receivable being herein called “Additional Costs”), shallin each case resulting from any Regulatory Change which:
(a1) subject the Metal Lender subjects any Recipient to any tax Taxes (except for taxes other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on income its loans, loan principal, letters of credit, commitments, or profits)other obligations, levyor its deposits, impostreserves, duty, charge, fee, deduction other liabilities or withholding of any nature with respect to the making of Fixed Rate Consignments or Fixed Rate Gold Loans, capital attributable thereto; or
(b2) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to the Metal Lender of the principal of or the interest on Fixed Rate Consignments or Fixed Rate Gold Loans or any other amounts payable to the Metal Lender under this Agreement for Fixed Rate Consignments or Fixed Rate Gold Loans, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere the LIBOR Reserve Requirement is taken into account in this Agreementdetermining the LIBOR Rate at the commencement of the applicable Interest Period) imposes or modifies any reserve, special deposit, reservecompulsory loan, deposit insurance or assessment, liquidityminimum capital, capital adequacy ratio or similar requirements relating to any extensions of credit or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans byany deposits with or other liabilities of, such Bank (including any LIBOR Loan or any deposits referred to in the definition of “LIBOR Interest Rate” in Section 1.01), or commitments any commitment of the Metal Lender as they relate to such Bank (including such Bank’s Loan Commitment hereunder); or
(3) imposes any other condition affecting this Agreement, or
(d) impose on the Metal Lender any other conditions or requirements with respect to Fixed Rate Consignments or Fixed Rate Gold Loans or any class of commitments of which the Notes (or any of Fixed Rate Consignments such extensions of credit or Fixed Rate Gold Loans form a part;
(e) and liabilities or the result London interbank market). Without limiting the effect of the provisions of the first paragraph of this Section, in the event that, by reason of any Regulatory Change, any Bank either (1) incurs Additional Costs based on or measured by the excess above a specified level of the foregoing is:
(i) to increase the cost to the Metal Lender of making, funding, issuing, renewing, extending or maintaining any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(ii) to reduce the amount of principal, interest a category of deposits of other liabilities of such Bank which includes deposits by reference to which the LIBOR Interest Rate is determined as provided in this Agreement or a category of extensions of credit or other amount payable assets of such Bank which includes loans based on the LIBOR Interest Rate or (2) becomes subject to the Metal Lender hereunder restrictions on account of any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(iii) to require the Metal Lender to make any payment or to forego any interest or other sum payable hereunder, the amount of such a category of liabilities or assets which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Metal Lender for the Customers hereunderit may hold, then, and in each if such caseBank so elects by notice to Borrower (with a copy to Administrative Agent), the Customers willobligation of such Bank to permit Elections of, upon demand to Continue, or to Convert Base Rate Loans into, LIBOR 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. Determinations and allocations by a Bank for purposes of this Section of the Metal Lender, at effect of any time and from time to time and as often as the occasion therefor may arise, pay Regulatory Change pursuant to the Metal Lender such additional first or second paragraph of this Section, on its costs or rate of return of making or maintaining its Loan or portions thereof or on amounts as will be sufficient receivable by it in respect of its Loan or portions thereof, and the amounts required to compensate the Metal Lender for such additional costBank under this Section, reduction, payment or foregone interest or other sumshall be included in a calculation of such amounts given to Borrower and shall be conclusive absent manifest error.
Appears in 1 contract
Additional Costs. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or (a) The Company shall pay directly to each Bank from time to time hereafter made upon such amounts as such Bank may determine to be necessary to compensate such Bank for any costs that such Bank determines are attributable to its making or otherwise issued maintaining of any Eurodollar Loans or its obligation to make any Eurodollar Loans hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any of such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "ADDITIONAL COSTS"), resulting from any Regulatory Change that:
(i) changes the basis of taxation of any amounts payable to such Bank under this Agreement or its Notes in respect of any of such Loans (other than taxes imposed on or measured by the overall net income of such Bank or of its Applicable Lending Office for any of such Loans by the jurisdiction in which such Bank has its principal office or such Applicable Lending Office); or
(ii) imposes or modifies any reserve, special deposit or similar requirements (other than the Reserve Requirement utilized in the determination of the Eurodollar Rate for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including, without limitation, any of such Loans or any deposits referred to in the definition of "Eurodollar Base Rate" in Section 1.01 hereof), or any commitment of such Bank (including, without limitation, either of the Commitments of such Bank hereunder); or
(iii) imposes any other condition affecting this Agreement or its Note (or any of such extensions of credit or liabilities) or its Commitments. If any Bank requests compensation from the Company under this Section 5.01(a), the Company may, by notice to such Bank (with a copy to the Metal Lender Agent), suspend the obligation of such Bank thereafter to make or Continue Eurodollar Loans, or to Convert Prime Rate Loans into Eurodollar Loans, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.04 hereof shall be applicable), PROVIDED that such suspension shall not affect the right of such Bank to receive the compensation so requested.
(b) Without limiting the effect of the provisions of paragraph (a) of this Section 5.01, in the event that, by reason of any central bank Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other fiscal, monetary liabilities of such Bank that includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other authority assets of such Bank that includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Bank so elects by notice to the Company (with a copy to the Agent), the obligation of such Bank to make or Continue, or to Convert Base Rate Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 5.04 hereof 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 Bank from time to time on request such amounts as such Bank may determine to be necessary to compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for any costs that it determines are attributable to the maintenance by such Bank (or any Applicable Lending Office or such bank holding company), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law), shall:
(alaw and whether or not failure to comply therewith would be unlawful) subject the Metal Lender to any tax (except for taxes on income or profits), levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to the making of Fixed Rate Consignments court or Fixed Rate Gold Loans, or
governmental or monetary authority (bi) materially change the basis of taxation following any Regulatory Change or (except for changes in taxes on income or profitsii) of payments to the Metal Lender of the principal of or the interest on Fixed Rate Consignments or Fixed Rate Gold Loans or implementing any other amounts payable to the Metal Lender under this Agreement for Fixed Rate Consignments or Fixed Rate Gold Loans, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, risk-based capital adequacy guideline or other similar requirements requirement (whether or not having the force of lawlaw and whether or not the failure to comply therewith would be unlawful) against assets held byheretofore or hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Accord (including, or deposits in or for without limitation, the account of, or loans by, or commitments Final Risk-Based Capital Guidelines of the Metal Lender as they relate to this AgreementBoard of Governors of the Federal Reserve System (12 C.F.R. Part 208, or
(d) impose on the Metal Lender any other conditions or requirements with respect to Fixed Rate Consignments or Fixed Rate Gold Loans or any class of commitments of which any of Fixed Rate Consignments or Fixed Rate Gold Loans form a part;
(eAppendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the result of any Final Risk-Based Capital Guidelines of the foregoing is:
Office of the Comptroller of the Currency (i12 C.F.R. Part 3, Appendix A)), 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 Bank (or any Applicable Lending Office or such bank holding company) to increase a level below that which such Bank (or any Applicable Lending Office or such bank holding company) could have achieved but for such law, regulation, interpretation, directive or request). For purposes of this Section 5.01(c) and Section 5.06 hereof, "BASEL ACCORD" shall mean the cost to the Metal Lender of making, funding, issuing, renewing, extending or maintaining any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(ii) to reduce the amount of principal, interest or other amount payable to the Metal Lender hereunder on account of any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(iii) to require the Metal Lender to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received proposals for risk-based capital framework described by the Metal Lender for the Customers hereunderBasel Committee on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, thenas amended, modified and supplemented and in each such case, the Customers will, upon demand by the Metal Lender, at any time and effect from time to time and as often as the occasion therefor may arise, pay to the Metal Lender such additional amounts as will be sufficient to compensate the Metal Lender for such additional cost, reduction, payment or foregone interest or other sumany replacement thereof.
Appears in 1 contract
Sources: Credit Agreement (Forest Oil Corp)
Additional Costs. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or (a) The Company shall pay directly to each Bank from time to time hereafter made upon on demand such amounts as such Bank may determine to be necessary to compensate it for any costs which such Bank determines are attributable to its making or otherwise issued maintaining any Eurocurrency Loan or Eurocurrency Loans under this Agreement or its Notes or its obligation to make any such Loan or Loans hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any such Loan or Loans 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 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 Bank or of its Lending Office for any of such Loans by the jurisdiction in which such Bank has its principal office or such Lending Office); (ii) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirement relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any of such Loans or any deposits referred to in the definition of "Fixed Base Rate" in Section 1.1); or (iii) imposes any other condition affecting this Agreement or its Notes (or any of such extensions of credit or liabilities). Each Bank will notify the Company of any event occurring after the date of this Agreement which will entitle such Bank to compensation pursuant to this Section 3.1(a) as promptly as practicable after such Bank obtains knowledge thereof and determines to request such compensation. Such notice will set forth in reasonable detail the calculation of any Additional Costs due hereunder. If any Bank requests compensation from the Company under this Section 3.1(a), or under Section 3.1(c), the Company may, by notice to such Bank (with a copy to the Metal Lender Agent), require that such Bank's Loans of the type with respect to which such compensation is requested be converted in accordance with Section 3.4.
(b) Without limiting the effect of the foregoing provisions of this Section 3.1, if, by reason of any central bank Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other fiscal, monetary liabilities of such Bank which includes deposits by reference to which the interest rate on Eurocurrency Loans is determined as provided in this Agreement or a category of extensions of credit or other authority assets of such Bank which includes 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 Bank so elects by notice to the Company (with a copy to the Agent), the obligation of such Bank to make or renew, and to convert Loans of any other type into, Loans of such type hereunder shall be suspended until the date such Regulatory Change ceases to be in effect, and all Loans of such type held by such Bank then outstanding shall be converted in accordance with Section 3.4.
(c) Without limiting the effect of the foregoing provisions of this Section 3.1 (but without duplication), the Company shall pay directly to each Bank from time to time on demand such amounts as such Bank may determine to be necessary to compensate such Bank for any costs which such Bank determines are attributable to the maintenance by it, pursuant to any law or regulation of any jurisdiction or any interpretation, directive or request (whether or not having the force of law)law and whether in effect on the date of this Agreement or thereafter) of any court of governmental or monetary authority, shall:
of capital in respect of its Loans hereunder or its obligation to make Loans hereunder (a) subject the Metal Lender such compensation to include an amount equal to any tax (except reduction in return on assets or equity of such Bank to a level below that which it could have achieved but for taxes on income such law, regulation, interpretation, directive or profitsrequest). Each Bank will notify the Agent if such Bank is entitled to compensation pursuant to this Section 3.1(c) as promptly as practicable after such Bank it determines to request such compensation, levy, impost, duty, charge, fee, deduction or withholding and the Agent will notify the Company. Such notice will set forth in reasonable detail the calculation of any nature with respect to the making of Fixed Rate Consignments or Fixed Rate Gold Loans, or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to the Metal Lender of the principal of or the interest on Fixed Rate Consignments or Fixed Rate Gold Loans or any other amounts payable to the Metal Lender under this Agreement for Fixed Rate Consignments or Fixed Rate Gold Loans, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of the Metal Lender as they relate to this Agreement, ordue hereunder.
(d) impose Determinations and allocations by a Bank for purposes of this Section 3.1 of the effect of any Regulatory Change pursuant to Sections 3.1(a) or 3.1(b), or of the effect of capital maintained pursuant to Section 3.1(c), on the Metal Lender any other conditions its costs of making or requirements with respect to Fixed Rate Consignments or Fixed Rate Gold maintaining Loans or any class its obligation to make Loans, or on amounts receivable by, or the rate of commitments return to, such Bank in respect of which any of Fixed Rate Consignments Loans or Fixed Rate Gold Loans form a part;
(e) such obligation, and the result of any of the foregoing is:
(i) to increase the cost to the Metal Lender of making, funding, issuing, renewing, extending or maintaining any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(ii) to reduce the amount of principal, interest or other amount payable to the Metal Lender hereunder on account of any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(iii) to require the Metal Lender to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Metal Lender for the Customers hereunder, then, and in each such case, the Customers will, upon demand by the Metal Lender, at any time and from time to time and as often as the occasion therefor may arise, pay to the Metal Lender such additional amounts as will be sufficient required to compensate the Metal Lender for such additional costBank under this Section 3.1, reductionshall be conclusive, payment or foregone interest or other sumPROVIDED that such determinations and allocations are made on a reasonable basis.
Appears in 1 contract
Sources: Credit Agreement (Macdermid Inc)
Additional Costs. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or Borrower shall pay directly to each Bank from time to time hereafter made upon on demand such amounts as such Bank may reasonably determine to be necessary to compensate it for any increased costs which such Bank determines are attributable to its making or otherwise issued maintaining a LIBOR Loan or a Bid Rate Loan, or its obligation to the Metal Lender make or maintain a LIBOR Loan or a Bid Rate Loan, or its obligation to Convert a Base Rate Loan to a LIBOR Loan hereunder, or any reduction in any amount receivable by any central bank such Bank hereunder in respect of its LIBOR Loan or other fiscal, monetary Bid Rate Loan(s) or other authority such obligations (whether or not having the force of lawsuch increases in costs and reductions in amounts receivable being herein called “Additional Costs”), shallin each case resulting from any Regulatory Change which:
(a1) subject the Metal Lender any Recipient to any tax Taxes (except for taxes other than (A) Indemnified Taxes, and (B) Excluded Taxes) on income its loans, loan principal, letters of credit, commitments, or profits)other obligations, levyor its deposits, impostreserves, duty, charge, fee, deduction other liabilities or withholding of any nature with respect to the making of Fixed Rate Consignments or Fixed Rate Gold Loans, capital attributable thereto; or
(b2) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to the Metal Lender of the principal of or the interest on Fixed Rate Consignments or Fixed Rate Gold Loans or any other amounts payable to the Metal Lender under this Agreement for Fixed Rate Consignments or Fixed Rate Gold Loans, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere the LIBOR Reserve Requirement is taken into account in this Agreementdetermining the LIBOR Rate at the commencement of the applicable Interest Period) imposes or modifies any reserve, special deposit, reserveliquidity, deposit insurance or assessment, liquidityminimum capital, capital adequacy ratio or similar requirements relating to any extensions of credit or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans byany deposits with or other liabilities of, such Bank (including any LIBOR Loan or Bid Rate Loan or any deposits referred to in the definition of “LIBOR Interest Rate”), or commitments any commitment of the Metal Lender as they relate to this Agreement, such Bank (including such Bank’s Loan Commitment hereunder); or
(d3) impose imposes any other condition, cost or expense (other than Taxes) affecting this Agreement or the Notes (or any of such extensions of credit or liabilities). Without limiting the effect of the provisions of the first paragraph of this Section, in the event that, by reason of any Regulatory Change, any Bank becomes subject to restrictions on the Metal Lender any other conditions amount of such a category of liabilities or requirements assets which it may hold, then, if such Bank so elects by notice to Borrower (with respect a copy to Fixed Administrative Agent), the obligation of such Bank to permit Elections of, to Continue, or to Convert Base Rate Consignments Loans into, LIBOR 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. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or Fixed Rate Gold Loans or any class of commitments of which any of Fixed Rate Consignments or Fixed Rate Gold Loans form a part;
(e) and the result of in connection with any of the foregoing is:
(i) Loan Documents and the termination of the Loan Commitments in respect of the period prior to increase such termination. Determinations and allocations by a Bank for purposes of this Section of the cost effect of any Regulatory Change pursuant to the Metal Lender first or second paragraph of makingthis Section, funding, issuing, renewing, extending on its costs or rate of return of making or maintaining any its Loan or portions thereof or on amounts receivable by it in respect of its Loan or portions thereof, and the Fixed Rate Consignments or Fixed Rate Gold Loansamounts required to compensate such Bank under this Section, or
(ii) shall be included in a calculation of such amounts given to reduce the amount of principal, interest or other amount payable Borrower and shall be conclusive absent manifest error. Notwithstanding anything contained in this Article III to the Metal Lender hereunder on account of contrary, Borrower shall only be obligated to pay any of the Fixed Rate Consignments amounts due under this Section 3.01 or Fixed Rate Gold Loansunder Section 3.06 if, or
(iii) to require the Metal Lender to make and a Bank shall not exercise any payment right under this Section 3.01 or to forego any interest Sections 3.02, 3.03, 3.04 or other sum payable hereunder3.06 unless, the amount 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 obligated to compensate any Bank under any such provision for any amounts attributable to any period which is more than one (1) year prior to such Bank’s delivery of which payment or foregone interest or other sum is calculated by reference notice thereof to the gross amount Borrower. For purposes of any sum receivable or deemed received by the Metal Lender for the Customers hereunder, then, and in each such casethis Section 3.01, the Customers will, upon demand by the Metal Lender, at term “Bank” includes any time and from time to time and as often as the occasion therefor may arise, pay to the Metal Lender such additional amounts as will be sufficient to compensate the Metal Lender for such additional cost, reduction, payment or foregone interest or other sumFronting Bank.
Appears in 1 contract
Additional Costs. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or (a) The Company shall pay directly to each Bank from time to time hereafter made upon such amounts as such Bank may determine to be necessary to compensate such Bank for any costs that such Bank determines are attributable to its making or otherwise issued maintaining of any Eurodollar Loans or its obligation to make any Eurodollar Loans hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any of such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional ---------- Costs"), resulting from any Regulatory Change that:
(i) changes the basis of taxation of any amounts payable to such Bank under this Agreement or its Note in respect of any of such Loans (other than taxes imposed on or measured by the overall net income of such Bank or of its Applicable Lending Office for any of such Loans by the jurisdiction in which such Bank has its principal office or such Applicable Lending Office); or
(ii) imposes or modifies any reserve, special deposit or similar requirements (other than the Reserve Requirement used in the determination of the Eurodollar Rate for any Interest Period for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including, without limitation, any of such Loans or any deposits referred to in the definition of "Eurodollar Base Rate" in Section 1.01 hereof), or any commitment of such Bank (including, without limitation, the Commitment of such Bank hereunder); or
(iii) imposes any other condition affecting this Agreement or its Note (or any of such extensions of credit or liabilities) or its Commitment. If any Bank requests compensation from the Company under this Section 5.01(a), the Company may, by notice to such Bank (with a copy to the Metal Lender Administrative Agent), suspend the obligation of such Bank 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 hereof shall be applicable), provided that such suspension shall not affect the right of such Bank to receive -------- the compensation so requested.
(b) Without limiting the effect of the provisions of Section 5.01(a) hereof, in the event that, by reason of any central bank Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other fiscal, monetary liabilities of such Bank that includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other authority assets of such Bank that includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Bank so elects by notice to the Company (with a copy to the Administrative Agent), the obligation of such Bank to make or Continue, or to Convert Loans of any other Type into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 5.04 hereof 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 Bank from time to time on request such amounts as such Bank may determine to be necessary to compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for any costs that it determines are attributable to the maintenance by such Bank (or any Applicable Lending Office or such bank holding company), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law), shall:
(alaw and whether or not failure to comply therewith would be unlawful) subject the Metal Lender to any tax (except for taxes on income or profits), levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to the making of Fixed Rate Consignments court or Fixed Rate Gold Loans, or
governmental or monetary authority (bi) materially change the basis of taxation following any Regulatory Change or (except for changes in taxes on income or profitsii) of payments to the Metal Lender of the principal of or the interest on Fixed Rate Consignments or Fixed Rate Gold Loans or implementing any other amounts payable to the Metal Lender under this Agreement for Fixed Rate Consignments or Fixed Rate Gold Loans, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, risk-based capital adequacy guideline or other similar requirements requirement (whether or not having the force of lawlaw and whether or not the failure to comply therewith would be unlawful) against assets held byheretofore or hereafter issued by any government or governmental or supervisory authority implementing at the national or supra- national level the Basel Accord (including, or deposits in or for without limitation, the account of, or loans by, or commitments Final Risk- Based Capital Guidelines of the Metal Lender as they relate Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A)), of capital in respect of its Commitment or Loans (such compensation to this Agreementinclude, orwithout limitation, an amount equal to any reduction of the rate of return on assets or equity of such Bank (or any Applicable Lending Office or such bank holding company) to a level below that which such Bank (or any Applicable Lending Office or such bank holding company) could have achieved but for such law, regulation, interpretation, directive or request).
(d) impose on Each Bank shall notify the Metal Lender Company of any other conditions event occurring after the date hereof entitling such Bank to compensation under Section 5.01(a) or requirements (c) hereof as promptly as practicable, but in any event within 45 days, after such Bank obtains actual knowledge thereof; provided that (i) if any Bank fails to -------- give such notice within 45 days after it obtains actual knowledge of such an event, such Bank shall, with respect to Fixed Rate Consignments or Fixed Rate Gold Loans or any class of commitments of which any of Fixed Rate Consignments or Fixed Rate Gold Loans form a part;
(e) and the result compensation payable pursuant to this Section 5.01 in respect of any of costs resulting from such event, only be entitled to payment under this Section 5.01 for costs incurred from and after the foregoing is:
(i) to increase the cost date 45 days prior to the Metal Lender of making, funding, issuing, renewing, extending or maintaining any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
date that such Bank does give such notice and (ii) to each Bank will designate a different Applicable Lending Office for the Loans of such Bank affected by such event if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of principalsuch Bank, interest or other amount payable be disadvantageous to such Bank, except that such Bank shall have no obligation to designate an Applicable Lending Office located in the United States of America. Each Bank will furnish to the Metal Lender hereunder on account Company a certificate setting forth the basis and amount of each request by such Bank for compensation under Section 5.01(a) or (c) hereof. Determinations and allocations by any Bank for purposes of this Section 5.01 of the effect of any Regulatory Change pursuant to Section 5.01(a) hereof, or of the Fixed Rate Consignments effect of capital maintained pursuant to Section 5.01 hereof, on its costs or Fixed Rate Gold rate of return of maintaining Loans or its obligation to make Loans, or
(iii) to require the Metal Lender to make any payment or to forego any interest or other sum payable hereunder, the amount on amounts receivable by it in respect of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Metal Lender for the Customers hereunder, thenLoans, and in each such case, of the Customers will, upon demand by the Metal Lender, at any time and from time to time and as often as the occasion therefor may arise, pay to the Metal Lender such additional amounts as will be sufficient required to compensate the Metal Lender for such additional costBank under this Section 5.01, reductionshall be conclusive, payment or foregone interest or other sumprovided that such determinations and allocations are made on a -------- reasonable basis.
Appears in 1 contract
Additional Costs. If In addition to, and not in limitation of the immediately preceding subsection, the Borrower shall promptly, but in any present event within ten (10) days of the written demand therefor, pay to the Administrative Agent for its own account or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with for the administration or the interpretation thereof and requests, directives, instructions and notices at any time or account of a Lender from time to time hereafter made upon such amounts as such Lender or otherwise issued the Administrative Agent may determine to be necessary to compensate the Metal Administrative Agent or such Lender for any costs incurred by the Administrative Agent or such Lender that it determines are attributable to its making of, or maintaining, continuing or converting, any central bank Loans or its obligation to make, maintain, continue or convert any Loans hereunder, any reduction in any amount receivable by such Lender or the Administrative Agent under this Agreement or any of the other fiscal, monetary Loan Documents in respect of any of such Loans or other authority such obligation or the maintenance by such Lender or the Administrative Agent of capital or liquidity in respect of its Loans or its Commitments (whether or not having the force of lawsuch increases in costs and reductions in amounts receivable being herein called “Additional Costs”), shall:
resulting from any Regulatory Change that: (ai) subject Subjects such Lender or the Metal Lender Administrative Agent under this Agreement or any of the other Loan Documents to any tax (except for taxes on income or profits), levy, impost, duty, charge, fee, deduction or withholding Taxes in respect of any nature with respect to the making of Fixed Rate Consignments such Loans or Fixed Rate Gold Loansits Commitments (other than Indemnified Taxes, or
Taxes described in clauses (b) materially change the basis of taxation through (except for changes in taxes on income or profitsd) of payments the definition of Excluded Taxes and Connection Income Taxes); (ii) imposes or modifies any reserve, special deposit, compulsory loan, liquidity insurance charge or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on SOFR Loans is determined to the Metal Lender extent utilized when determining Daily Simple SOFR or Term SOFR for such Loans) relating to any extensions of the principal of credit or the interest on Fixed Rate Consignments other assets of, or Fixed Rate Gold Loans any deposits with or other liabilities of, or other credit extended by, or any other amounts payable to acquisition of funds by such Lender (or its parent corporation), or any commitment of such Lender (including, without limitation, the Metal Commitments of such Lender under this Agreement for Fixed Rate Consignments hereunder); or Fixed Rate Gold Loans(iii) imposes on any Lender or the Administrative Agent or the applicable interbank market any other condition, or
(c) impose cost or increase or render applicable expense (other than to Taxes) affecting this Agreement or the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy Loans made by such Lender or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of the Metal Lender as they relate to this Agreement, or
(d) impose on the Metal Lender any other conditions or requirements with respect to Fixed Rate Consignments or Fixed Rate Gold Loans or any class of commitments of which any of Fixed Rate Consignments or Fixed Rate Gold Loans form a part;
(e) and the result of any of the foregoing is:
(i) to increase the cost to the Metal Lender of making, funding, issuing, renewing, extending or maintaining any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(ii) to reduce the amount of principal, interest or other amount payable to the Metal Lender hereunder on account of any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(iii) to require the Metal Lender to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Metal Lender for the Customers hereunder, then, and in each such case, the Customers will, upon demand by the Metal Lender, at any time and from time to time and as often as the occasion therefor may arise, pay to the Metal Lender such additional amounts as will be sufficient to compensate the Metal Lender for such additional cost, reduction, payment or foregone interest or other sumAdministrative Agent.
Appears in 1 contract
Additional Costs. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or (a) The Company shall pay directly to each Bank from time to time hereafter made such amounts as such Bank may determine to be necessary to compensate it for any costs which such Bank determines are attributable to its making or maintaining of any Eurodollar Loans or its obligation to make any eurodollar loans hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any of such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "ADDITIONAL COSTS"), resulting from any Regulatory Change which:
(i) changes the basis of taxation of any amounts payable to such Bank under this Agreement or its Note in respect of any of such Loans (other than taxes on the overall net income of such Bank or its Applicable Lending Office imposed by the jurisdiction in which such Bank has its principal office or such Applicable Lending Office); or
(ii) imposes or modifies any reserve, special deposit or similar requirements (other than the Reserve Requirement utilized in the determination of the LIBOR Rate for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank or any commitment of such Bank; or
(iii) imposes any other condition affecting this Agreement, its Note (or any of such extensions of credit or liabilities) or Commitment.
(b) Without limiting the effect of the provisions of SECTION 5.1(a) hereof, the obligation of any Bank to make or Continue, or to Convert Alternate Base Rate Loans or Fed Funds Loans into Eurodollar Loans hereunder shall be suspended upon or otherwise issued notice to the Metal Lender Company (with a copy to the Agent) until any Regulatory Change ceases to be in effect (in which case the provisions of SECTION 5.4 hereof shall be applicable), in the event that, by reason of such Regulatory Change, such Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank which includes deposits by reference to which the interest rate on Eurodollar Loans is determined or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold.
(c) Without limiting the effect of the foregoing provisions of this SECTION 5.1 (but without duplication), if any Bank determines that compliance with any change in any law or regulation or any guideline or request from any central bank or other fiscal, monetary or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Bank or any Person controlling such Bank and that the amount of such capital is increased by or based upon the existence of such Bank's Commitment to lend hereunder and other commitments of this type or any Loan, then, upon demand by such Bank (with a copy of such demand to the Agent), shall:
(a) subject the Metal Lender to any tax (except for taxes on income or profits), levy, impost, duty, charge, fee, deduction or withholding of any nature with respect Company shall immediately pay to the making Agent for the account of Fixed Rate Consignments such Bank, from time to time as specified by such Bank, additional amounts sufficient to compensate such Bank or Fixed Rate Gold Loanssuch Person in the light of such circumstances, or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to the Metal Lender of the principal of or the interest on Fixed Rate Consignments or Fixed Rate Gold Loans or any other amounts payable to the Metal Lender under this Agreement for Fixed Rate Consignments or Fixed Rate Gold Loans, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere that such Bank determines such increase in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy to be allocable to the existence of such Bank's Commitment to lend or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of the Metal Lender as they relate to this Agreement, orLoans hereunder.
(d) impose Each Bank will notify the Company of any event occurring after the date of this Agreement that will entitle such Bank to compensation under SUBSECTIONS (a) or (c) of this SECTION 5.1 as promptly as practicable. Each Bank will furnish to the Company a certificate setting forth the basis and amount of each request by such Bank for compensation under SUBSECTION (a) or (c) of this SECTION 5.1, which certificate shall be conclusive and binding on the Metal Lender Company in the absence of manifest error. Determinations and allocations by any Bank for purposes of this SECTION 5.1 of the effect of any Regulatory Change, law, regulation, guideline or request of any central bank or other conditions or requirements with respect to Fixed Rate Consignments or Fixed Rate Gold Loans or any class of commitments of which any of Fixed Rate Consignments or Fixed Rate Gold Loans form a part;monetary authority shall be conclusive and binding on the Company absent manifest error.
(e) Notwithstanding the foregoing, the Company will not be required to reimburse any Bank for any Additional Costs or increase in capital under this SECTION 5.1 arising prior to 90 days preceding the date of notice, unless the applicable Regulatory Change, law, regulation, guideline or request of any central bank or other monetary authority (collectively, a "CHANGE") is imposed retroactively. In the case of a Change which is retroactive in effect, such notice shall be provided to the Company not later than 90 days from the date that such Bank reasonably should have learned of such Change and the result Company's obligation to compensate such Bank for such Additional Costs or increase in capital is contingent upon the provision of such timely notice (but any of failure by such Bank to provide such timely notice shall not affect the foregoing is:
Company's reimbursement obligations with respect to (i) to Additional Costs or increase in capital incurred from the cost date as of which the Change became effective to the Metal Lender date that is 90 days after such Bank reasonably should have learned of making, funding, issuing, renewing, extending or maintaining any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
such Change and (ii) Additional Costs or increases in capital following the provision of such notice. No failure on the part of any Bank to reduce demand compensation under this SECTION 5.1 shall constitute a waiver of its right to demand such compensation on any other occasion in connection with any other Change. If the affected Bank shall subsequently recoup costs for which such Bank has theretofore been compensated by the Company, such Bank shall remit to the Company the amount of principal, interest or other amount payable to the Metal Lender hereunder on account of any of the Fixed Rate Consignments or Fixed Rate Gold Loans, orrecoupment.
(iiif) to require If the Metal Lender Company shall be required to make any payment or reimbursement or to forego compensate any Bank under this SECTION 5.1, so long as no Default has occurred and is continuing, the Company shall be free at any time within 180 days after the receipt of the certificate of the affected Bank, (i) to terminate the affected Bank's Commitment and the affected Bank's entitlement to the facility fee accruing after such termination and to prepay the Loans of such Bank in full together with accrued and unpaid interest or on the amount thereof and all other sum amounts payable hereunder, (ii) to prepay the affected portion of any Loan in full, together with accrued and unpaid interest on the amount thereof and pay all other amounts payable hereunder through the date of which payment such prepayment or foregone interest or other sum is calculated by reference (iii) to replace any such Bank with another bank reasonably acceptable to the gross amount Agent. Upon any exercise of any sum receivable the rights described in CLAUSE (i), (ii) or deemed received by the Metal Lender for the Customers hereunder, then, and in each such case(iii) above, the Customers willCompany shall pay such affected Bank all amounts payable pursuant to SECTION 5.5 with respect to the cost of funds and SUBSECTION (a) or (c) of this SECTION 5.1 in order to compensate such affected Bank for Additional Costs or increases in capital with respect to the period prior to termination, upon demand by the Metal Lenderprepayment or replacement, at any time and from time to time and as often as the occasion therefor case may arise, pay to the Metal Lender such additional amounts as will be sufficient to compensate the Metal Lender for such additional cost, reduction, payment or foregone interest or other sumbe.
Appears in 1 contract
Additional Costs. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or The Borrower shall pay directly to each Bank from time to time hereafter made upon such amounts as such Bank may reasonably determine to be necessary to compensate such Bank for any costs that such Bank determines are attributable to its agreeing to make, making or otherwise issued to the Metal Lender by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject the Metal Lender to any tax (except for taxes on income or profits), levy, impost, duty, charge, fee, deduction or withholding maintaining of any nature with respect to the making of Fixed Rate Consignments or Fixed Rate Gold Eurodollar Loans, or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to the Metal Lender of the principal of or the interest on Fixed Rate Consignments or Fixed Rate Gold LC Loans or any other amounts payable to the Metal Lender under this Agreement for Fixed Rate Consignments or Fixed Rate Gold BA Loans, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of the Metal Lender as they relate to this Agreement, or
(d) impose on the Metal Lender any other conditions or requirements with respect to Fixed Rate Consignments or Fixed Rate Gold Loans or any class of commitments of which reduction in any of Fixed Rate Consignments or Fixed Rate Gold Loans form a part;
(e) and the result amount receivable by such Bank hereunder in respect of any of the foregoing issuch Loans (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change that:
(i) changes the basis of taxation of any amounts payable to increase the cost to the Metal Lender such Bank under this Agreement in respect of making, funding, issuing, renewing, extending or maintaining any of such Loans (other than taxes imposed on or measured by the Fixed Rate Consignments overall net income of such Bank or Fixed Rate Gold Loans, of its Applicable Lending Office for any of such Loans by the jurisdiction in which such Bank has its principal office or such Applicable Lending Office); or
(ii) imposes or modifies any reserve, special deposit or similar requirements after the date hereof relating to reduce the amount any extensions of principal, interest credit or other amount payable to the Metal Lender hereunder on account of assets of, or any deposits with or other liabilities of, such Bank (including, without limitation, any of such Loans or any deposits referred to in the Fixed Rate Consignments definition of "LIBO Rate" in Section 1.01 hereof), or Fixed Rate Gold Loansany commitment of such Bank (including, without limitation, the Commitment of such Bank hereunder); or
(iii) imposes any other condition affecting this Agreement (or any of such extensions of credit or liabilities) or its Commitment. If any Bank requests compensation from the Borrower under this Section 5.01(a), the Borrower may, by notice to require such Bank (with a copy to the Metal Lender Administrative Agent), suspend the obligation of such Bank thereafter to make any payment or Continue Loans of the Type with respect to which such compensation is requested, or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount Convert Loans of any sum receivable or deemed received by other Type into Loans of such Type, until the Metal Lender for Regulatory Change giving rise to such request ceases to be in effect (in which case the Customers hereunderprovisions of Section 5.04 hereof shall be applicable), then, and in each provided that such case, suspension shall not affect the Customers will, upon demand by right of such Bank to receive the Metal Lender, at any time and from time to time and as often as the occasion therefor may arise, pay to the Metal Lender such additional amounts as will be sufficient to compensate the Metal Lender for such additional cost, reduction, payment or foregone interest or other sumcompensation so requested.
Appears in 1 contract
Sources: Credit Agreement (Bowater Inc)
Additional Costs. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or The Borrower shall pay directly to each Bank from time to time hereafter made upon such amounts as such Bank may reasonably determine to be necessary to compensate such Bank for any costs that such Bank determines are attributable to its making or otherwise issued maintaining of any Eurodollar Loans or its obligation to make any Eurodollar Loans to the Metal Lender by any central bank or other fiscalBorrower hereunder, monetary or other authority (whether or not having the force of law), shall:
(a) subject the Metal Lender to any tax (except for taxes on income or profits), levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to the making of Fixed Rate Consignments or Fixed Rate Gold Loans, or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to the Metal Lender of the principal of or the interest on Fixed Rate Consignments or Fixed Rate Gold Loans or any other amounts payable to the Metal Lender under this Agreement for Fixed Rate Consignments or Fixed Rate Gold Loans, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere reduction in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits amount receivable by such Bank hereunder in or for the account of, or loans by, or commitments of the Metal Lender as they relate to this Agreement, or
(d) impose on the Metal Lender any other conditions or requirements with respect to Fixed Rate Consignments or Fixed Rate Gold Loans or any class of commitments of which any of Fixed Rate Consignments or Fixed Rate Gold Loans form a part;
(e) and the result of any of the foregoing issuch Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change that:
(i) changes the basis of taxation of any amounts payable to increase the cost to the Metal Lender such Bank under this Agreement in respect of making, funding, issuing, renewing, extending or maintaining any of such Loans (other than taxes imposed on or measured by the Fixed Rate Consignments overall net income of such Bank or Fixed Rate Gold Loans, of its Applicable Lending Office for any of such Loans by the jurisdiction in which such Bank has its principal office or such Applicable Lending Office); or
(ii) to reduce imposes or modifies any reserve, special deposit or similar requirements (other than the amount of principal, interest or other amount payable to Reserve Requirement utilized in the Metal Lender hereunder on account of any determination of the Fixed Base Rate Consignments for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including, without limitation, any of such Loans or any deposits referred to in the definition of "Fixed Rate Gold LoansBase Rate" in
Section 1.01 hereof), or any commitment of such Bank (including, without limitation, the Commitment of such Bank hereunder); or
(iii) imposes any other condition affecting this Agreement (or any of such extensions of credit or liabilities) or its Commitment. If any Bank requests compensation from the Borrower under this Section 5.01(a), the Borrower may, by notice to require such Bank (with a copy to the Metal Lender Administrative Agent), suspend the obligation of such Bank thereafter to make any payment or Continue Loans of the Type with respect to which such compensation is requested, or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount Convert Loans of any sum receivable or deemed received by other Type into Loans of such Type, until the Metal Lender for Regulatory Change giving rise to such request ceases to be in effect (in which case the Customers hereunderprovisions of Section 5.04 hereof shall be applicable), then, and in each provided that such case, suspension shall not affect the Customers will, upon demand by right of such Bank to receive the Metal Lender, at any time and from time to time and as often as the occasion therefor may arise, pay to the Metal Lender such additional amounts as will be sufficient to compensate the Metal Lender for such additional cost, reduction, payment or foregone interest or other sumcompensation so requested.
Appears in 1 contract
Additional Costs. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or (a) The Company shall pay directly to each Bank from time to time hereafter made upon such amounts as such Bank may reasonably determine to be necessary to compensate such Bank for any costs that such Bank determines are attributable to its making or otherwise issued maintaining of any Fixed Rate Loans or its obligation to make any Fixed Rate Loans hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any of such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change that:
(i) changes the basis of taxation of any amounts payable to such Bank under this Agreement or its Notes in respect of any of such Loans (other than taxes imposed on or measured by the overall net income of such Bank or of its Applicable Lending Office for any of such Loans by the jurisdiction in which such Bank has its principal office or such Applicable Lending Office); or
(ii) imposes or modifies any reserve, special deposit or similar requirements (other than the Reserve Requirement utilized in the determination of the Fixed Base Rate for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including, without limitation, any of such Loans or any deposits referred to in the definition of "Fixed Base Rate" in Section 1.01 hereof), or any commitment of such Bank (including, without limitation, the Commitment of such Bank hereunder); or
(iii) imposes any other condition affecting this Agreement or its Notes (or any of such extensions of credit or liabilities) or its Commitment. If any Bank requests compensation from the Company under this Section 5.01(a), the Company may, by notice to such Bank (with a copy to the Metal Lender Administrative Agent), suspend the obligation of such Credit Agreement Bank thereafter to make or Continue Loans of the Type with respect to which such compensation is requested, or to Convert Loans of any other Type into Loans of such Type, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.04 hereof shall be applicable), provided that such suspension shall not affect the right of such Bank to receive the compensation so requested.
(b) Without limiting the effect of the provisions of paragraph (a) of this Section 5.01, in the event that, by reason of any central bank Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other fiscal, monetary liabilities of such Bank that includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other authority assets of such Bank that includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Bank so elects by notice to the Company (with a copy to the Administrative Agent), the obligation of such Bank to make or Continue, or to Convert Loans of any other Type into, Loans of such Type hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 5.04 hereof 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 Bank from time to time on request such amounts as such Bank may reasonably determine to be necessary to compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for any costs that it determines are attributable to the maintenance by such Bank (or any Applicable Lending Office or such bank holding company), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law), shall:
(alaw and whether or not failure to comply therewith would be unlawful) subject the Metal Lender to any tax (except for taxes on income or profits), levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to the making of Fixed Rate Consignments court or Fixed Rate Gold Loans, or
governmental or monetary authority (bi) materially change the basis of taxation following any Regulatory Change or (except for changes in taxes on income or profitsii) of payments to the Metal Lender of the principal of or the interest on Fixed Rate Consignments or Fixed Rate Gold Loans or implementing any other amounts payable to the Metal Lender under this Agreement for Fixed Rate Consignments or Fixed Rate Gold Loans, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, risk-based capital adequacy guideline or other similar requirements requirement (whether or not having the force of lawlaw and whether or not the failure to comply therewith would be unlawful) against assets held byhereafter issued by any government or governmental or supervisory authority implementing at the national level the Basle Accord (including, or deposits in or for without limitation, the account of, or loans by, or commitments Final Risk-Based Capital Guidelines of the Metal Lender as they relate to this AgreementBoard of Governors of the Federal Reserve System (12 C.F.R. Part 208, or
(d) impose on the Metal Lender any other conditions or requirements with respect to Fixed Rate Consignments or Fixed Rate Gold Loans or any class of commitments of which any of Fixed Rate Consignments or Fixed Rate Gold Loans form a part;
(eAppendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the result of any Final Risk-Based Capital Guidelines of the foregoing is:
(i) to increase the cost to the Metal Lender of making, funding, issuing, renewing, extending or maintaining any Office of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(ii) to reduce the amount of principal, interest or other amount payable to the Metal Lender hereunder on account of any Comptroller of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(iii) to require the Metal Lender to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Metal Lender for the Customers hereunder, then, and in each such case, the Customers will, upon demand by the Metal Lender, at any time and from time to time and as often as the occasion therefor may arise, pay to the Metal Lender such additional amounts as will be sufficient to compensate the Metal Lender for such additional cost, reduction, payment or foregone interest or other sum.Currency Credit Agreement
Appears in 1 contract
Sources: Credit Agreement (Bowater Inc)
Additional Costs. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or (a) The Company shall pay directly to each Bank from time to time hereafter made upon such amounts as such Bank may reasonably determine to be necessary to compensate such Bank for any costs that such Bank determines are attributable to its making or otherwise issued maintaining of any Fixed Rate Loans or its obligation to make any Fixed Rate Loans hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any of such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change that:
(i) shall subject any Bank (or its lending office for any of such Loans) to any tax, duty or other charge in respect of such Loans or its Notes or changes the basis of taxation of any amounts payable to such Bank under this Agreement or its Notes in respect of any of such Loans (excluding changes in the rate of tax on the overall net income or gross receipts of such Bank or of such lending office by the jurisdiction in which such Bank has its principal office or such lending office); or
(ii) imposes or modifies any reserve, special deposit or similar requirements (other than, in the case of any Bank for any period as to which the Company is required to pay any amount under paragraph (d) below, the reserves against "Eurocurrency liabilities" under Regulation D therein referred to) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including, without limitation, any of such Loans or any deposits referred to in the definition of "Fixed Base Rate" in Section 1.01 hereof), or any commitment of such Bank (including, without limitation, the Commitment of such Bank hereunder); or
(iii) imposes any other condition affecting this Agreement or its Notes (or any of such extensions of credit or liabilities) or its Commitment. If any Bank requests compensation from the Company under this Section 5.01(a), the Company may, by notice to such Bank (with a 42 - 38 - copy to the Metal Lender Administrative Agent), suspend the obligation of such Bank thereafter to make 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 Bank 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 Bank from time to time on request such amounts as such Bank may reasonably determine to be necessary to compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for any costs that it determines are attributable to the maintenance by such Bank (or any central lending office or such bank holding company), pursuant to any law or other fiscalregulation or any interpretation, monetary directive or other authority request (whether or not having the force of law), shall:
(alaw and whether or not failure to comply therewith would be unlawful) subject the Metal Lender to any tax (except for taxes on income or profits), levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to the making of Fixed Rate Consignments court or Fixed Rate Gold Loans, or
governmental or monetary authority (bi) materially change the basis of taxation following any Regulatory Change or (except for changes in taxes on income or profitsii) of payments to the Metal Lender of the principal of or the interest on Fixed Rate Consignments or Fixed Rate Gold Loans or implementing any other amounts payable to the Metal Lender under this Agreement for Fixed Rate Consignments or Fixed Rate Gold Loans, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, risk-based capital adequacy guideline or other similar requirements 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 Bank (or any lending office or such bank holding company) to a level below that which such Bank (or any lending office or such bank holding company) could have achieved but for such law, regulation, interpretation, directive or request).
(c) against assets held byEach Bank shall notify the Company of any event occurring after the date hereof entitling such Bank to compensation under paragraph (a) or (b) of this Section 5.01 as promptly as practicable, but in any event within 60 days, after such Bank obtains actual knowledge thereof; provided that (i) if any Bank fails to give such notice within 60 days after it obtains actual knowledge of such an event, such Bank shall, with respect to compensation payable pursuant to this Section 5.01 in respect of any costs resulting from such event, only be entitled to payment under this Section 5.01 for costs incurred from and after the date 60 days prior to the date that such Bank does give such notice and (ii) each Bank will designate a different lending office for the Loans of such Bank affected by such event if such designation will avoid the need for, or deposits in or for reduce the account amount of, such compensation and will not, in the sole opinion of such Bank, be disadvantageous to such Bank. Each Bank will furnish to the Company a certificate setting forth in reasonably specific detail the basis and amount of each request by such Bank for compensation under paragraph (a) or loans by(b) of this Section 5.01. Determinations and allocations by any Bank for purposes of this Section 5.01 of the effect of any Regulatory Change pursuant to paragraph (a) of this Section 5.01, or commitments of the Metal Lender as they relate effect of capital maintained pursuant to paragraph (b) of this AgreementSection 5.01, oron its costs or rate of return of maintaining Loans or its obligation to make Loans, or on amounts receivable by it in respect of Loans, and of the amounts required to compensate such Bank under this Section 5.01, shall be conclusive, provided that such determinations and allocations are made on a reasonable basis.
(d) impose Without limiting the effect of the foregoing, the Company shall pay to each Bank on the Metal Lender last day of each Interest Period so long as such Bank is maintaining reserves against "Eurocurrency liabilities" under Regulation D (or, unless the provisions of paragraph (b) above are applicable, so long as such Bank is, by reason of any Regulatory Change, maintaining reserves against any other conditions or requirements with respect category of liabilities that includes deposits by reference to Fixed Rate Consignments or Fixed Rate Gold which the interest rate on Eurodollar Loans or LIBOR Market Loans is determined as provided in this Agreement or against any class category of commitments extensions of which credit or other assets of such Bank that includes any of Fixed Rate Consignments Eurodollar Loans or Fixed Rate Gold Loans form a part;
LIBOR Market Loans) an additional amount (ereasonably determined by such Bank and notified to the Company through the Administrative Agent) and equal to the result of any product of the foregoing isfollowing for each Eurodollar Loan or LIBOR Market Loan for each day during such Interest Period:
(i) to increase the cost to the Metal Lender principal amount of making, funding, issuing, renewing, extending such Eurodollar Loan or maintaining any of the Fixed Rate Consignments or Fixed Rate Gold Loans, orLIBOR Market Loan outstanding on such day; and
(ii) to reduce the amount remainder of principal, (x) a fraction the numerator of which is the rate (expressed as a decimal) at which interest accrues on such Eurodollar Loan or other amount payable to LIBOR Market Loan for such Interest Period as provided in this Agreement (less the Metal Lender hereunder Applicable Margin) and the denominator of which is one minus the effective rate (expressed as a decimal) at which such reserve requirements are imposed on account of any of the Fixed Rate Consignments or Fixed Rate Gold Loans, orsuch Bank on such day minus (y) such numerator; and
(iii) to require the Metal Lender to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Metal Lender for the Customers hereunder, then, and in each such case, the Customers will, upon demand by the Metal Lender, at any time and from time to time and as often as the occasion therefor may arise, pay to the Metal Lender such additional amounts as will be sufficient to compensate the Metal Lender for such additional cost, reduction, payment or foregone interest or other sum.1/360. 44 - 40 -
Appears in 1 contract
Additional Costs. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or Borrower shall pay directly to each Bank from time to time hereafter made upon on demand such amounts as such Bank or otherwise issued Fronting Bank may reasonably determine to the Metal Lender be necessary to compensate it for any increased costs which such Bank or Fronting Bank determines are attributable to its making or maintaining any Loan, or its obligation to issue, maintain or participate in any Letter of Credit, or its obligation to make or maintain any Loan, or its obligation to Convert any Loan hereunder, or any reduction in any amount receivable by any central bank such Bank or other fiscal, monetary Fronting Bank hereunder in respect of its Loan(s) or other authority such obligations (whether or not having the force of lawsuch increases in costs and reductions in amounts receivable being herein called “Additional Costs”), shallin each case resulting from any Regulatory Change which:
(a1) subject the Metal Lender any Recipient to any tax Taxes (except for taxes other than (A) Indemnified Taxes, and (B) Excluded Taxes) on income its loans, loan principal, letters of credit, commitments, or profits)other obligations, levyor its deposits, impostreserves, duty, charge, fee, deduction other liabilities or withholding of any nature with respect to the making of Fixed Rate Consignments or Fixed Rate Gold Loans, capital attributable thereto; or
(b2) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to the Metal Lender of the principal of or the interest on Fixed Rate Consignments or Fixed Rate Gold Loans or any other amounts payable to the Metal Lender under this Agreement for Fixed Rate Consignments or Fixed Rate Gold Loans, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere the LIBOR Reserve Requirement is taken into account in this Agreementdetermining the LIBOR Interest Rate at the commencement of the applicable Interest Period) imposes or modifies any reserve, special deposit, reserveliquidity, deposit insurance or assessment, liquidityminimum capital, capital adequacy ratio or similar requirements relating to any extensions of credit or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans byany deposits with or other liabilities of, such Bank (including any LIBOR Loan, LIBOR Daily Loan or LIBOR Bid Rate Loan or any deposits referred to in the definition of “LIBOR Interest Rate”), or commitments any commitment of the Metal Lender as they relate to this Agreement, such Bank (including such Bank’s Loan Commitment hereunder); or
(d3) impose imposes any other condition, cost or expense (other than Taxes) affecting this Agreement or the Notes (or any of such extensions of credit or liabilities). Without limiting the effect of the provisions of the first paragraph of this Section, in the event that, by reason of any Regulatory Change, any Bank becomes subject to restrictions on the Metal Lender any other conditions amount of such a category of liabilities or requirements assets which it may hold, then, if such Bank so elects by notice to Borrower (with respect a copy to Fixed Rate Consignments Administrative Agent), the obligation of such Bank to permit Elections of, to Continue, or Fixed Rate Gold to Convert 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. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or any class of commitments of which any of Fixed Rate Consignments or Fixed Rate Gold Loans form a part;
(e) and the result of in connection with any of the foregoing is:
(i) Loan Documents and the termination of the Loan Commitments in respect of the period prior to increase such termination. Determinations and allocations by a Bank for purposes of this Section of the cost effect of any Regulatory Change pursuant to the Metal Lender first or second paragraph of makingthis Section, funding, issuing, renewing, extending on its costs or rate of return of making or maintaining any its Loan or portions thereof or on amounts receivable by it in respect of its Loan or portions thereof, and the Fixed Rate Consignments or Fixed Rate Gold Loansamounts required to compensate such Bank under this Section, or
(ii) shall be included in a calculation of such amounts given to reduce the amount of principal, interest or other amount payable Borrower and shall be conclusive absent manifest error. Notwithstanding anything contained in this Article III to the Metal Lender hereunder on account of contrary, Borrower shall only be obligated to pay any of the Fixed Rate Consignments amounts due under this Section 3.01 or Fixed Rate Gold Loansunder Section 3.06 if, or
(iii) to require the Metal Lender to make and a Bank shall not exercise any payment right under this Section 3.01 or to forego any interest Sections 3.02, 3.03, 3.04 or other sum payable hereunder3.06 unless, the amount 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 obligated to compensate any Bank under any such provision for any amounts attributable to any period which is more than nine (9) months prior to such Bank’s delivery of notice thereof to Borrower (except that if a Regulatory Change is retroactive, then such period shall be extended to include the period of retroactive effect, provided that such Bank delivered notice thereof to Borrower no later than nine (9) months after the date on which payment or foregone interest or other sum is calculated by reference to the gross amount Regulatory Change with such retroactive effect was made). For purposes of any sum receivable or deemed received by the Metal Lender for the Customers hereunder, then, and in each such casethis Section 3.01, the Customers will, upon demand by the Metal Lender, at term “Bank” includes any time and from time to time and as often as the occasion therefor may arise, pay to the Metal Lender such additional amounts as will be sufficient to compensate the Metal Lender for such additional cost, reduction, payment or foregone interest or other sumFronting Bank.
Appears in 1 contract
Additional Costs. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or Each Borrower shall pay directly to each Bank from time to time hereafter made upon such amounts as such Bank may reasonably determine to be necessary to compensate such Bank for any costs that such Bank determines are attributable to its making or otherwise issued to the Metal Lender by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject the Metal Lender to any tax (except for taxes on income or profits), levy, impost, duty, charge, fee, deduction or withholding maintaining of any nature with respect to the making of Fixed Rate Consignments Loans or its obligation to make any Fixed Rate Gold LoansLoans to such Borrower hereunder, or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to the Metal Lender of the principal of or the interest on Fixed Rate Consignments or Fixed Rate Gold Loans or any other amounts payable to the Metal Lender under this Agreement for Fixed Rate Consignments or Fixed Rate Gold Loans, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere reduction in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits amount receivable by such Bank hereunder in or for the account of, or loans by, or commitments of the Metal Lender as they relate to this Agreement, or
(d) impose on the Metal Lender any other conditions or requirements with respect to Fixed Rate Consignments or Fixed Rate Gold Loans or any class of commitments of which any of Fixed Rate Consignments or Fixed Rate Gold Loans form a part;
(e) and the result of any of the foregoing issuch Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change that:
(i) changes the basis of taxation of any amounts payable to increase the cost to the Metal Lender such Bank under this Agreement in respect of making, funding, issuing, renewing, extending or maintaining any of such Loans (other than taxes imposed on or measured by the Fixed Rate Consignments overall net income of such Bank or Fixed Rate Gold Loans, of its Applicable Lending Office for any of such Loans by the jurisdiction in which such Bank has its principal office or such Applicable Lending Office); or
(ii) to reduce imposes or modifies any reserve, special deposit or similar requirements (other than the amount of principal, interest or other amount payable to Reserve Requirement utilized in the Metal Lender hereunder on account of any determination of the Fixed Base Rate Consignments for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including, without limitation, any of such Loans or any deposits referred to in the definition of "Fixed Rate Gold LoansBase Rate" in Section 1.01 hereof), or any commitment of such Bank (including, without limitation, the Commitment of such Bank hereunder); or
(iii) imposes any other condition affecting this Agreement (or any of such extensions of credit or liabilities) or its Commitment. If any Bank requests compensation from a Borrower under this Section 5.01(a), the Company may, by notice to require such Bank (with a copy to the Metal Lender Administrative Agent), suspend the obligation of such Bank thereafter to make any payment or Continue Loans of the Type with respect to which such compensation is requested, or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount Convert Loans of any sum receivable or deemed received by other Type into Loans of such Type, until the Metal Lender for Regulatory Change giving rise to such request ceases to be in effect (in which case the Customers hereunderprovisions of Section 5.04 hereof shall be applicable), then, and in each provided that such case, suspension shall not affect the Customers will, upon demand by right of such Bank to receive the Metal Lender, at any time and from time to time and as often as the occasion therefor may arise, pay to the Metal Lender such additional amounts as will be sufficient to compensate the Metal Lender for such additional cost, reduction, payment or foregone interest or other sumcompensation so requested.
Appears in 1 contract
Additional Costs. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or (a) The Borrower shall pay directly to each Bank from time to time hereafter made upon on demand such amounts as such Bank may determine to be necessary to compensate it for any costs which such Bank determines are attributable to its making or otherwise issued maintaining any Fixed Rate Loans under this Agreement or its Note or its obligation to make any such Loans hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change which: (i) changes the basis of taxation of any amounts payable to such Bank under this Agreement or its Note in respect of any of such Loans (other than taxes imposed on the overall net income of such Bank or of its Lending Office for any of such Loans by the jurisdiction in which such Bank has its principal office or such Lending Office); or (ii) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirements (other than those already reflected in the Reserve Requirement) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any of such Loans or any deposits referred to in the definition of "Fixed Base Rate" in Section 1.01); or (iii) imposes any other condition affecting this Agreement or its Note (or any of such extensions of credit or liabilities). Each Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Bank to compensation pursuant to this Section 3.01(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. If any Bank requests compensation from the Borrower under this Section 3.01(a), or under Section 3.01(c), the Borrower may, by notice to such Bank (with a copy to the Metal Lender Agent), require that such Bank's Loans of the type with respect to which such compensation is requested be converted in accordance with Section 3.04.
(b) Without limiting the effect of the foregoing provisions of this Section 3.01, in the event that, by reason of any central bank Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other fiscal, monetary liabilities of such Bank which includes deposits by reference to which the interest rate on Fixed Rate Loans is determined as provided in this Agreement or a category of extensions of credit or other authority assets of such Bank which includes 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 Bank so elects by notice to the Borrower (with a copy to the Agent), the obligation of such Bank to make or renew, and to convert Loans of any other type into, Loans of such type hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (and all Loans of such type held by such Bank then outstanding shall be converted in accordance with Section 3.04).
(c) Without limiting the effect of the foregoing provisions of this Section 3.01 (but without duplication), the Borrower shall pay directly to each Bank from time to time on request such amounts as such Bank may determine to be necessary to compensate such Bank 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)law and whether in effect on the date of this Agreement or thereafter) of any court or governmental or monetary authority regarding capital adequacy, shall:
of capital in respect of its Loans hereunder or its obligation to make Loans hereunder (a) subject the Metal Lender such compensation to include, without limitation, an amount equal to any tax (except reduction in return on assets or equity of such Bank to a level below that which it could have achieved but for taxes on income such law, regulation, interpretation, directive or profitsrequest), levy, impost, duty, charge, fee, deduction or withholding of any nature with respect . Each Bank will notify the Borrower if it is entitled to the making of Fixed Rate Consignments or Fixed Rate Gold Loans, or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to the Metal Lender of the principal of or the interest on Fixed Rate Consignments or Fixed Rate Gold Loans or any other amounts payable to the Metal Lender under this Agreement for Fixed Rate Consignments or Fixed Rate Gold Loans, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of the Metal Lender as they relate compensation pursuant to this Agreement, orSection 3.01(c) as promptly as practicable after it determines to request such compensation.
(d) impose Determinations and allocations by a Bank for purposes of this Section 3.01 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 the Metal Lender any other conditions its costs of making or requirements with respect to Fixed Rate Consignments or Fixed Rate Gold maintaining Loans or any class its obligation to make Loans, or on amounts receivable by, or the rate of commitments return to, it in respect of which any of Fixed Rate Consignments Loans or Fixed Rate Gold Loans form a part;
(e) such obligation, and the result of any of the foregoing is:
(i) additional amounts required to increase compensate such Bank under this Section 3.01, shall be conclusive, provided that such determinations and allocations are made on a reasonable basis, but in no event shall the cost Borrower be obligated to reimburse any costs incurred for periods earlier than six months prior to the Metal Lender delivery of making, funding, issuing, renewing, extending or maintaining any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(ii) to reduce the amount of principal, interest or other amount payable to the Metal Lender hereunder on account of any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(iii) to require the Metal Lender to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Metal Lender for the Customers hereunder, then, and in each such case, the Customers will, upon demand by the Metal Lender, at any time and from time to time and as often as the occasion therefor may arise, pay to the Metal Lender such additional amounts as will be sufficient to compensate the Metal Lender Bank's written request for such additional cost, reduction, payment or foregone interest or other sumcosts.
Appears in 1 contract
Additional Costs. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or (a) The Borrower shall pay directly to each Bank from time to time hereafter made upon or otherwise issued such amounts as such Bank may determine to the Metal Lender be necessary to compensate it for any costs incurred by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject the Metal Lender to any tax (except for taxes on income or profits), levy, impost, duty, charge, fee, deduction or withholding of any nature with respect such Bank which such Bank determines are attributable to the making or maintaining of Fixed Rate Consignments any Eurodollar Loans hereunder or Fixed Rate Gold Loansits obligation to make any Eurodollar Loans hereunder, or
(b) materially change the basis or any reduction in any amount receivable by such Bank hereunder in respect of taxation (except for changes in taxes on income or profits) of payments to the Metal Lender of the principal of or the interest on Fixed Rate Consignments or Fixed Rate Gold any such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any other amounts payable to the Metal Lender under this Agreement for Fixed Rate Consignments or Fixed Rate Gold Loans, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of the Metal Lender as they relate to this Agreement, or
(d) impose on the Metal Lender any other conditions or requirements with respect to Fixed Rate Consignments or Fixed Rate Gold Loans or any class of commitments of which any of Fixed Rate Consignments or Fixed Rate Gold Loans form a part;
(e) and the result of any of the foregoing isRegulatory Change which:
(i) changes the basis of taxation of any amounts payable to increase the cost to the Metal Lender such Bank under this Agreement or its Note in respect of making, funding, issuing, renewing, extending or maintaining any of such Loans (other than taxes imposed on the Fixed Rate Consignments overall net income of such Bank or Fixed Rate Gold Loans, orits Applicable Lending Office for any of such Loans by the jurisdiction in which such 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 reduce the amount any extensions of principal, interest credit or other amount payable to the Metal Lender hereunder on account of assets of, or any deposits with or other liabilities or commitments of, such Bank (including any of such Loans or any deposits referred to in the Fixed Rate Consignments or Fixed Rate Gold Loans, definition of "Eurodollar Rate" in Section 1.1 hereof); or
(iii) imposes any other condition affecting this Agreement or the Notes or any of such extensions of credit or liabilities or commitments. Each Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Bank to require compensation pursuant to this Section 4.1(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and will designate a different Applicable Lending Office for the Metal Lender Loans affected by such event if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Bank, violate any law, rule or regulation or be in any way disadvantageous to such Bank, provided that such Bank shall have no obligation to so designate an Applicable Lending Office located in the United States of America. If any Bank requests compensation from the Borrower under this Section 4.1(a), the Borrower may, by notice to such Bank (with a copy to the Agent) suspend the obligation of such Bank to make or Continue or Convert 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 payment Regulatory Change, any Bank either (i) incurs Additional Costs based on or to forego any interest or other sum payable hereunder, measured by the excess above a specified level of the amount of which payment or foregone interest a category of deposits or other sum is calculated liabilities of such Bank which includes deposits by reference to which the gross interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of any sum receivable such a category of liabilities or deemed received by the Metal Lender for the Customers hereunderassets which it may hold, then, and in each if such caseBank so elects, the Customers willobligation of such Bank to make or Continue or Convert Loans into, upon demand 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 Bank for purposes of this Section 4.1 of the Metal Lendereffect 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, at any time and from time to time and as often as of the occasion therefor may arise, pay to the Metal Lender such additional amounts as will be sufficient required to compensate the Metal Lender for such additional costBank in respect of any Additional Costs, reductionshall be conclusive, payment or foregone interest or other sumprovided that such determinations and allocations are made in good faith on a reasonable basis generally consistent with such Bank's standard practices.
Appears in 1 contract
Additional Costs. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with (i) The Company shall pay to the administration or Administrative Agent for the interpretation thereof and requests, directives, instructions and notices at any time or account of each Lender from time to time hereafter made upon such 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, maintaining, converting or otherwise issued continuing of any Loans hereunder to the Metal Company or any other Borrower or its obligation to make any of such Loans hereunder to the Company or any other Borrower, or any reduction in any amount receivable by such Lender by in respect of any central bank of such Loans or other fiscal, monetary or other authority such obligation (whether or not having the force of lawsuch increases in costs and reductions in amounts receivable being herein called “Additional Costs”), shallin each case resulting from any Regulatory Change which:
(aA) subject subjects the Metal Lender or Issuing Bank to any tax Taxes on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto (except for taxes on income or profitsother than Indemnified Taxes covered by Section 5.08 and Excluded Taxes), levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to the making of Fixed Rate Consignments or Fixed Rate Gold Loans, ; or
(bB) materially change the basis of taxation (except for changes in taxes on income imposes, modifies or profits) of payments to the Metal Lender of the principal of or the interest on Fixed Rate Consignments or Fixed Rate Gold Loans or deems applicable any other amounts payable to the Metal Lender under this Agreement for Fixed Rate Consignments or Fixed Rate Gold Loansreserve, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserveliquidity or similar requirement (including any compulsory loan requirement, assessment, liquidity, capital adequacy insurance charge or other similar requirements (whether or not having the force of lawassessment) against assets held byof, or deposits in with or for the account of, or loans credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted Term SOFR Rate) or commitments of the Metal Lender as they relate to this Agreement, Issuing Bank; or
(dC) impose on the Metal Lender imposes any other conditions condition, cost or requirements expense affecting this Agreement (or any of such extensions of credit or liabilities). Each Lender (such term to include the Issuing Bank for purposes of this Section 6.01(a), solely in the case of and with respect to Fixed Rate Consignments or Fixed Rate Gold Loans or any class of commitments of which any of Fixed Rate Consignments or Fixed Rate Gold Loans form a part;
(e) and the result of any of the foregoing is:
(i) above) will notify the Company through the Administrative Agent of any event occurring after the Original Closing Date which will entitle such Lender to increase compensation pursuant to this Section 6.01(a) (an “Additional Cost Event”) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided, that the cost Company shall not be obligated to compensate such Lender for any such Additional Costs incurred more than 180 days prior to the Metal time the Lender first notifies the Company of makingsuch Additional Cost Event (or such longer period if such Additional Cost Event is given retroactive effect). Each Lender will furnish the Company with a statement setting forth the calculations and the basis therefor, fundingin each case in reasonable detail, issuingand amount of each request by such Lender for compensation under this Section 6.01(a). If any Lender requests compensation from the Company under this Section 6.01(a), renewingthe Company may, extending or maintaining any by notice to such Lender through the Administrative Agent, suspend the obligation of such Lender to make additional Loans of the Fixed Rate Consignments or Fixed Rate Gold Loans, orType for which compensation is requested to the Company until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 6.04 hereof shall be applicable).
(ii) to reduce Without limiting the effect of the foregoing provisions of this Section 6.01, 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 principal, interest a category of deposits or other liabilities of such Lender which includes deposits by reference to which the interest rate on Term Benchmark Loans or CDOR Loans, as the case may be, is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender which includes Term Benchmark Loans or CDOR Loans, as the case may be, or (ii) becomes subject to restrictions on the amount payable of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Metal Company (with a copy to the Administrative Agent), the obligation of such Lender hereunder on account of any of the Fixed Rate Consignments to make Term Benchmark Loans or Fixed Rate Gold CDOR Loans, oras the case may be, hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (in which case the provisions of Section 6.04 hereof shall be applicable).
(iii) to require Determinations and allocations by any Lender for purposes of this Section 6.01 of the Metal Lender effect of any Regulatory Change on its costs of maintaining its obligations to make Loans or of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts required to compensate such Lender in respect of any payment or to forego Additional Costs, shall be conclusive absent manifest error, provided that such determinations and allocations are made on a reasonable basis.
(iv) If any interest or other sum payable hereunderLender demands compensation under this Section, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Metal Lender for the Customers hereunder, then, and in each such case, the Customers will, upon demand by the Metal LenderCompany may, at any time and from time upon at least three (3) Business Days’ prior notice to time and as often as such Lender through the occasion therefor may ariseAdministrative Agent, pay convert in full the then outstanding Term Benchmark Loans denominated in Dollars 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 the Metal Lender such additional amounts as will be sufficient affected Term Benchmark Loan, to compensate the Metal Lender reimburse such Lender, in accordance with Section 6.05, for such additional cost, reduction, payment any resulting loss or foregone interest or other sumexpense incurred by it) to an ABR Loan.
Appears in 1 contract
Sources: Credit Agreement (Iron Mountain Inc)
Additional Costs. If any present or future applicable lawIn addition to, which expressionand not in limitation of the immediately preceding subsection, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or Borrower shall promptly pay to the interpretation thereof and requests, directives, instructions and notices at any time or Administrative Agent for the account of a Lender from time to time hereafter made upon such amounts as such Lender may determine to be necessary to compensate such Lender for any costs incurred by such Lender that it determines are attributable to its making or otherwise issued maintaining of any Term SOFR Loans or its obligation to make any Term SOFR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the Metal other Loan Documents in respect of any of such Term SOFR Loans or such obligation or the maintenance by such Lender by any central bank of capital in respect of its Term SOFR Loans or other fiscal, monetary or other authority its Commitments (whether or not having the force of lawsuch increases in costs and reductions in amounts receivable being herein called “Additional Costs”), shall:resulting from any Regulatory Change that:
(ai) subject the Metal Lender to any tax (except for taxes on income or profits), levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to the making of Fixed Rate Consignments or Fixed Rate Gold Loans, or
(b) materially change changes the basis of taxation (except for changes in taxes on income or profits) of payments to the Metal Lender of the principal of or the interest on Fixed Rate Consignments or Fixed Rate Gold Loans or any other amounts payable to the Metal such Lender under this Agreement for Fixed Rate Consignments or Fixed Rate Gold Loans, or
(c) impose any of the other Loan Documents in respect of any of such Term SOFR Loans or increase or render applicable its Commitments (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy Indemnified Taxes or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of the Metal Lender as they relate to this Agreement, or
(d) impose on the Metal Lender any other conditions or requirements with respect to Fixed Rate Consignments or Fixed Rate Gold Loans or any class of commitments of which any of Fixed Rate Consignments or Fixed Rate Gold Loans form a part;
(e) and the result of any of the foregoing is:
(i) to increase the cost to the Metal Lender of making, funding, issuing, renewing, extending or maintaining any of the Fixed Rate Consignments or Fixed Rate Gold Loans, orExcluded Taxes);
(ii) to reduce imposes or modifies any reserve, special deposit, compulsory loan, insurance charge or similar requirements (other than Regulation D of the amount of principal, interest FRB or other amount payable similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on Term SOFR Loans is determined to the Metal extent utilized when determining Term SOFR for such Loans) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender hereunder on account (or its parent corporation), or any commitment of any such Lender (including, without limitation, the Commitment of the Fixed Rate Consignments such Lender hereunder); or Fixed Rate Gold Loans, or
(iii) to require imposes on any Lender or the Metal Lender to make applicable interbank market any payment other condition, cost or to forego any interest expense (other than Taxes) affecting this Agreement or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated Loans made by reference to the gross amount of any sum receivable or deemed received by the Metal Lender for the Customers hereunder, then, and in each such case, the Customers will, upon demand by the Metal Lender, at any time and from time to time and as often as the occasion therefor may arise, pay to the Metal Lender such additional amounts as will be sufficient to compensate the Metal Lender for such additional cost, reduction, payment or foregone interest or other sum..
Appears in 1 contract
Sources: Term Loan Agreement (Sunstone Hotel Investors, Inc.)
Additional Costs. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or Borrower shall pay directly to each Bank from time to time hereafter made upon on demand such amounts as such Bank may reasonably determine to be necessary to compensate it for any increased costs which such Bank determines are attributable to its making or otherwise issued maintaining any Loan, or its obligation to the Metal Lender make or maintain any Loan, or its obligation to Convert a Loan hereunder, or any reduction in any amount receivable by any central bank such Bank hereunder in respect of its Loan or other fiscal, monetary or other authority such obligations (whether or not having the force of lawsuch increases in costs and reductions in amounts receivable being herein called “Additional Costs”), shallin each case resulting from any Regulatory Change which:
(a1) subject the Metal Lender any Recipient to any tax Taxes (except for taxes other than (A) Indemnified Taxes, and (B) Excluded Taxes) on income its loans, loan principal, commitments, or profits)other obligations, levyor its deposits, impostreserves, duty, charge, fee, deduction other liabilities or withholding of any nature with respect to the making of Fixed Rate Consignments or Fixed Rate Gold Loans, capital attributable thereto; or
(b2) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to the Metal Lender of the principal of or the interest on Fixed Rate Consignments or Fixed Rate Gold Loans or any other amounts payable to the Metal Lender under this Agreement for Fixed Rate Consignments or Fixed Rate Gold Loans, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere any reserve requirement is taken into account in this Agreementdetermining the Adjusted Term SOFR Rate at the commencement of the applicable Interest Period) imposes or modifies any reserve, special deposit, reserveliquidity, deposit insurance or assessment, liquidityminimum capital, capital adequacy ratio or similar requirements relating to any extensions of credit or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans byany deposits with or other liabilities of, such Bank (including any Term Benchmark Loan”), or commitments any commitment of the Metal Lender as they relate to this Agreement, such Bank (including such Bank’s Loan Commitment hereunder); or
(d3) impose imposes any other condition, cost or expense (other than Taxes) affecting this Agreement or the Notes (or any of such extensions of credit or liabilities). Without limiting the effect of the provisions of the first paragraph of this Section, in the event that, by reason of any Regulatory Change, any Bank becomes subject to restrictions on the Metal Lender any other conditions amount of such a category of liabilities or requirements assets which it may hold, then, if such Bank so elects by notice to Borrower (with respect a copy to Fixed Rate Consignments Administrative Agent), the obligation of such Bank to permit Elections of, to Continue, or Fixed Rate Gold to Convert 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. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or any class of commitments of which any of Fixed Rate Consignments or Fixed Rate Gold Loans form a part;
(e) and the result of in connection with any of the foregoing is:
(i) Loan Documents and the termination of the Loan Commitments in respect of the period prior to increase such termination. Determinations and allocations by a Bank for purposes of this Section of the cost effect of any Regulatory Change pursuant to the Metal Lender first or second paragraph of makingthis Section, funding, issuing, renewing, extending on its costs or rate of return of making or maintaining any its Loan or portions thereof or on amounts receivable by it in respect of its Loan or portions thereof, and the Fixed Rate Consignments or Fixed Rate Gold Loansamounts required to compensate such Bank under this Section, or
(ii) shall be included in a calculation of such amounts given to reduce the amount of principal, interest or other amount payable Borrower and shall be conclusive absent manifest error. Notwithstanding anything contained in this Article III to the Metal Lender hereunder on account of contrary, Borrower shall only be obligated to pay any of the Fixed Rate Consignments amounts due under this Section 3.01 or Fixed Rate Gold Loansunder Section 3.06 if, or
(iii) to require the Metal Lender to make and a Bank shall not exercise any payment right under this Section 3.01 or to forego any interest Sections 3.02, 3.03, 3.04 or other sum payable hereunder3.06 unless, the amount of which payment applicable Bank has certified that it is generally imposing a similar charge on, or foregone interest or otherwise similarly enforcing its agreements with, its other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Metal Lender for the Customers hereundersimilarly situated borrowers. In addition, then, and in each such case, the Customers will, upon demand by the Metal Lender, at any time and from time to time and as often as the occasion therefor may arise, pay to the Metal Lender such additional amounts as will Borrower shall not be sufficient obligated to compensate any Bank under any such provision for any amounts attributable to any period which is more than nine (9) months prior to such Bank’s delivery of notice thereof to Borrower (except that if a Regulatory Change is retroactive, then such period shall be extended to include the Metal Lender for period of retroactive effect, provided that such additional cost, reduction, payment or foregone interest or other sumBank delivered notice thereof to Borrower no later than nine (9) months after the date on which the Regulatory Change with such retroactive effect was made).
Appears in 1 contract
Additional Costs. If any present (a) The Borrower shall pay directly to the Issuing Bank and each Bank from time to time, within two days of the demand of the Issuing Bank or future applicable law, which expressionsuch Bank, as used hereinthe case may be, includes statutessuch amounts as the Issuing Bank or such Bank may reasonably determine to be necessary to compensate it for any costs which the Issuing Bank or such Bank reasonably determines are attributable to its issuing or making or maintaining any BA Rate Loans, rules Fixed Rate Loans, LIBOR Loans or Letters of Credit (or participations therein) under this Agreement or any of its Notes or its obligation under any such Loans or Letters of Credit hereunder, or any reduction in any amount receivable by the Issuing Bank or such Bank hereunder in respect of any such Loans or Letters of Credit (or participations therein) or such obligation (such increases in costs and regulations thereunder and interpretations thereof 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 Bank under this Agreement or any of its Notes in respect of any of such Loans or Letters of Credit (or participations therein) or obligations (other than taxes imposed on the overall net income of the Issuing Bank or such Bank or of its Lending Office for any of such Loans or Letters of Credit by the jurisdiction in which the Issuing Bank or such Bank has its principal office or such Lending Office); or (ii) imposes or modifies any competent court reserve, special deposit, deposit insurance or by assessment, minimum capital, capital ratio or similar requirements relating to any governmental extensions of credit or other regulatory body assets of, or official charged any deposits with or other liabilities of, the administration Issuing Bank or such Bank (including any of such Loans or any deposits referred to in the definition of "LIBOR" in Section 1.1 hereof); or (iii) imposes any other condition affecting this Agreement, any Note (or any of such extensions of credit or liabilities) or any Letter of Credit (or participations therein). The Issuing Bank and each Bank will notify the Administrative Agent of any event occurring after the date of this Agreement which will entitle the Issuing Bank or such Bank to compensation pursuant to this Section 5.1(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation and the Administrative Agent on behalf of the Issuing Bank or such Bank will promptly notify the Borrower of such event. If the Issuing Bank or any Bank requests compensation from the Borrower under this Section 5.1(a), or under Section 5.1(c), the Borrower may, by notice to the Administrative Agent (with a copy to the Issuing Bank or such Bank), suspend the obligation of the Issuing Bank to issue Letters of Credit or the interpretation thereof and requests, directives, instructions and notices obligation of such Bank to make Loans (but not to purchase participation interests in reimbursement obligations under Letters of Credit) or to otherwise extend credit of the type with respect to which such compensation is requested (in which case the provisions of Section 5.4 hereof 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 5.1; 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 5.1, in the event that, by reason of any Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank which includes deposits by reference to which the interest rate on LIBOR Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank which includes 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 Bank so elects by notice to the Administrative Agent (with a copy to the Borrower), the obligation of such Bank to make LIBOR Loans hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (in which case the provisions of Section 5.4 hereof shall be applicable).
(c) Without limiting the effect of the foregoing provisions of this Section 5.1 (but without duplication), the Borrower shall pay directly to the Issuing Bank and to each Bank from time to time hereafter made upon on request such amounts as the Issuing Bank or otherwise issued such Bank or any of its affiliates 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 Metal Lender maintenance by it or any central bank of its affiliates pursuant to any law or other fiscalregulation of any jurisdiction or any interpretation, monetary directive or other authority request (whether or not having the force of law)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 participations therein) or any Loans or other obligations hereunder (such compensation to include, shall:
(a) subject the Metal Lender without limitation, an amount equal to any tax (except for taxes reduction in return on income assets or profits), levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to the making of Fixed Rate Consignments or Fixed Rate Gold Loans, or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to the Metal Lender equity of the principal of Issuing Bank or the interest on Fixed Rate Consignments or Fixed Rate Gold Loans such Bank or any other amounts payable such affiliate 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 Metal Lender under Administrative Agent if it is entitled to compensation pursuant to this Agreement for Fixed Rate Consignments or Fixed Rate Gold LoansSection 5.1(c) as promptly as practicable after it determines to request such compensation, or
(c) impose or increase or render applicable (other than to and the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments Administrative Agent on behalf of the Metal Lender as they relate to this Agreement, orIssuing Bank or such Bank will promptly notify the Borrower.
(d) impose Determinations and allocations by the Issuing Bank or a Bank for purposes of this Section 5.1 of the effect of any Regulatory Change pursuant to subsection (a) or (b), or of the effect of capital maintained pursuant to subsection (c), on the Metal Lender its costs of making or maintaining Loans or Letters of Credit (or any other conditions or requirements reimbursement obligations with respect thereto or participations therein) or its obligation to Fixed Rate Consignments or Fixed Rate Gold make Loans or Letters of Credit (or any class reimbursement obligations with respect thereto), or on amounts receivable by, or the rate of commitments return to, it in respect of which Loans or Letters of Credit (or any of Fixed Rate Consignments reimbursement obligations with respect thereto or Fixed Rate Gold Loans form a part;
(e) participations therein), and the result of any of the foregoing is:
(i) to increase the cost to the Metal Lender of making, funding, issuing, renewing, extending or maintaining any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(ii) to reduce the amount of principal, interest or other amount payable to the Metal Lender hereunder on account of any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(iii) to require the Metal Lender to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Metal Lender for the Customers hereunder, then, and in each such case, the Customers will, upon demand by the Metal Lender, at any time and from time to time and as often as the occasion therefor may arise, pay to the Metal Lender such additional amounts as will be sufficient required to compensate the Metal Lender for Issuing Bank or such additional costBank under this Section 5.1, reduction, payment or foregone interest or other sumshall be conclusive absent manifest error.
Appears in 1 contract
Additional Costs. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or (a) The Borrower shall pay directly to each Bank from time to time hereafter made upon on demand such amounts as such Bank may reasonably determine to be necessary to compensate it for any costs which such Bank determines are attributable to its making or otherwise issued maintaining any Eurodollar Loans under this Agreement or its Note or its obligation to make any such Loans hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change, or any Reserve Requirement for any such Loans which: (i) changes the basis of taxation of any amounts payable to such Bank under this Agreement or its Note in respect of any of such Loans (other than taxes imposed on the overall net income of such Bank or of its Lending Office for any of such Loans by the jurisdiction in which such Bank has its principal office or such Lending Office); or (ii) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any of such Loans or any deposits referred to in the definition of "LIBO Base Rate" in Section 1.01); or (iii) imposes any other condition affecting this Agreement or its Note (or any of such extensions of credit or liabilities). Each Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Bank to compensation pursuant to this Section 3.01(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. The amount payable to any such Bank shall be computed from the date of the occurrence giving rise to Additional Cost, or the date that is 120 days prior to the Metal Lender date of demand by such Bank, whichever is later. If any central bank Bank requests compensation from the Borrower under this section 3.01(a), or under section 3.01(c), the Borrower may, by notice to such Bank (with a copy to the Agent), suspend the obligation of such Bank to maintain Loans of the type with respect to which such compensation is requested (in which case the provisions of section 3.04 shall be applicable).
(b) Without limiting the effect of the foregoing provisions of this Section 3.01, in the event that, by reason of any Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other fiscal, monetary liabilities of such 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 authority assets of such 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 Bank so elects by notice to the Borrower (with a copy to the Agent), the obligation of such Bank to make 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 3.04 shall be applicable).
(c) Without limiting the effect of the foregoing provisions of this Section 3.01 (but without duplication), the Borrower shall pay directly to each Bank from time to time on request such amounts as such Bank may reasonably determine to be necessary to compensate such Bank for any costs which it determines are attributable to the maintenance of capital by it or any of its Affiliates pursuant to any future law or regulation of any jurisdiction or any interpretation, directive or request (whether or not having the force of law)law and whether in effect on the date of this Agreement or thereafter) of any court or governmental or monetary authority in respect of its Loan hereunder or its obligation to make its Loan hereunder (such compensation to include, shall:
(a) subject the Metal Lender without limitation, an amount equal to any tax 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 Borrower if it is entitled to compensation pursuant to this Section 3.01(c) as promptly as practicable after it determines to request such compensation. The amount payable to any Bank shall be computed from the date of the occurrence entitling such Bank to compensation, or the date that is one hundred twenty (except for taxes on income or profits), levy, impost, duty, charge, fee, deduction or withholding of any nature with respect 120) days prior to the making date of Fixed Rate Consignments or Fixed Rate Gold Loansdemand by such Bank, or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to the Metal Lender of the principal of or the interest on Fixed Rate Consignments or Fixed Rate Gold Loans or any other amounts payable to the Metal Lender under this Agreement for Fixed Rate Consignments or Fixed Rate Gold Loans, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of the Metal Lender as they relate to this Agreement, orwhichever is later.
(d) impose Determinations and allocations by a Bank for purposes of this Section 3.01 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 the Metal Lender any other conditions its costs of making or requirements with respect to Fixed Rate Consignments or Fixed Rate Gold maintaining Loans or any class its obligation to make Loans, or on amounts receivable by, or the rate of commitments return to, it in respect of which any of Fixed Rate Consignments Loans or Fixed Rate Gold Loans form a part;
(e) such obligation, and the result of any of the foregoing is:
(i) to increase the cost to the Metal Lender of making, funding, issuing, renewing, extending or maintaining any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(ii) to reduce the amount of principal, interest or other amount payable to the Metal Lender hereunder on account of any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(iii) to require the Metal Lender to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Metal Lender for the Customers hereunder, then, and in each such case, the Customers will, upon demand by the Metal Lender, at any time and from time to time and as often as the occasion therefor may arise, pay to the Metal Lender such additional amounts as will be sufficient required to compensate the Metal Lender for such additional costBank under this Section 3.01, reductionshall be conclusive, payment or foregone interest or other sumprovided that such determinations and allocations are made on a reasonable basis.
Appears in 1 contract
Sources: Credit Agreement (Hardinge Inc)
Additional Costs. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or (a) The Borrower shall pay directly to each Lender from time to time hereafter made upon such amounts as are necessary to compensate such Lender for any increase in costs attributable to its making or otherwise issued maintaining of any Loans to the Metal Lender by Borrower or its obligation to make any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject the Metal Lender to any tax (except for taxes on income or profits), levy, impost, duty, charge, fee, deduction or withholding of any nature with respect Loans hereunder to the making of Fixed Rate Consignments or Fixed Rate Gold LoansBorrower, or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to the Metal Lender of the principal of or the interest on Fixed Rate Consignments or Fixed Rate Gold Loans or any other amounts payable to the Metal reduction in any amount receivable by such Lender under this Agreement for Fixed Rate Consignments or Fixed Rate Gold Loans, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere hereunder in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of the Metal Lender as they relate to this Agreement, or
(d) impose on the Metal Lender any other conditions or requirements with respect to Fixed Rate Consignments or Fixed Rate Gold Loans or any class of commitments of which any of Fixed Rate Consignments or Fixed Rate Gold Loans form a part;
(e) and the result of any of such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), in each case, from those costs and amounts receivable existing on the foregoing isdate hereof, resulting from any Regulatory Change that:
(i) imposes or modifies any reserve, special deposit or similar requirements, including any application of the Regulation D requirement, relating to increase the cost to the Metal any extensions of credit or other assets of, or any deposits with or other liabilities of, such Lender of making, funding, issuing, renewing, extending or maintaining (including any of such Loans or any deposits referred to in the Fixed Rate Consignments definition of "LIBOR Rate" in Section 1.01), or Fixed Rate Gold Loans, any commitment of such Lender (including the Commitment of such Lender hereunder); or
(ii) to reduce imposes or any Lender or the amount of principal, interest London interbank market any other condition affecting this Agreement or other amount payable to Loans made by such Lender.
(b) Without limiting the Metal Lender hereunder on account of any effect of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
foregoing provisions of this Section 5.01 (iii) to require the Metal Lender to make any payment or to forego any interest or other sum payable hereunderbut without duplication), the amount of which payment or foregone interest or other sum is calculated by reference Borrower shall pay directly to the gross amount of any sum receivable or deemed received by the Metal each Lender for the Customers hereunder, then, and in each such case, the Customers will, upon demand by the Metal Lender, at any time and from time to time and on request such amounts as often as such Lender may determine in good faith to be necessary to compensate such Lender (or, without duplication, the occasion therefor may arise, pay bank holding company of which such Lender is a subsidiary) for any increase in costs that it in good faith determines is attributable to the Metal maintenance by such Lender (or any Applicable Lending Office or such additional amounts as will be sufficient bank holding company), pursuant to compensate the Metal Lender for such additional costany law or regulation or any interpretation, reductiondirective, payment guideline or foregone interest request (whether or other sum.Commercial Banks Loan Agreement
Appears in 1 contract
Sources: Loan Agreement (Phelps Dodge Corp)
Additional Costs. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or Borrower shall pay directly to each Bank from time to time hereafter made upon on demand such amounts as such Bank may reasonably determine to be necessary to compensate it for any increased costs which such Bank determines are attributable to its making or otherwise issued maintaining a LIBOR Loan or a Bid Rate Loan, or its obligation to the Metal Lender make or maintain a LIBOR Loan or a Bid Rate Loan, or its obligation to Convert a Base Rate Loan to a LIBOR Loan hereunder, or any reduction in any amount receivable by any central bank such Bank hereunder in respect of its LIBOR Loan or other fiscal, monetary Bid Rate Loan(s) or other authority such obligations (whether or not having the force of lawsuch increases in costs and reductions in amounts receivable being herein called "Additional Costs"), shallin each case resulting from any Regulatory Change which:
(a1) subject the Metal Lender to any tax (except for taxes on income or profits), levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to the making of Fixed Rate Consignments or Fixed Rate Gold Loans, or
(b) materially change changes the basis of taxation (except for changes in taxes on income or profits) of payments to the Metal Lender of the principal of or the interest on Fixed Rate Consignments or Fixed Rate Gold Loans or any other amounts payable to the Metal Lender such Bank under this Agreement for Fixed or the Notes in respect of any such LIBOR Loan or Bid Rate Consignments Loan (other than (i) changes in the rate of general corporate, franchise, branch profit, net income or Fixed Rate Gold Loans, other income tax imposed on such Bank or its Applicable Lending Office or (ii) a tax described in Section 10.13); or
(c2) impose or increase or render applicable (other than to the extent specifically provided for elsewhere the LIBOR Reserve Requirement is taken into account in this Agreementdetermining the LIBOR Rate at the commencement of the applicable Interest Period) imposes or modifies any reserve, special deposit, reserve, deposit insurance or assessment, liquidityminimum capital, capital adequacy ratio or similar requirements relating to any extensions of credit or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans byany deposits with or other liabilities of, such Bank (including any LIBOR Loan or Bid Rate Loan or any deposits referred to in the definition of "LIBOR Interest Rate" in Section 1.01), or commitments any commitment of the Metal Lender as they relate to this Agreement, such Bank (including such Bank's Loan Commitment hereunder); or
(d3) impose imposes any other condition (unrelated to the basis of taxation referred to in paragraph (1) above) affecting this Agreement or the Notes (or any of such extensions of credit or liabilities). Without limiting the effect of the provisions of the first paragraph of this Section, in the event that, by reason of any Regulatory Change, any Bank either (1) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank which includes deposits by reference to which the LIBOR Interest Rate is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank which includes loans based on the Metal Lender any other conditions LIBOR Interest Rate or requirements (2) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Bank so elects by notice to Borrower (with respect a copy to Fixed Administrative Agent), the obligation of such Bank to permit Elections of, to Continue, or to Convert Base Rate Consignments Loans into, LIBOR 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. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or Fixed Rate Gold Loans or any class of commitments of which any of Fixed Rate Consignments or Fixed Rate Gold Loans form a part;
(e) and the result of in connection with any of the foregoing is:
(i) Loan Documents and the termination of the Loan Commitments in respect of the period prior to increase such termination. Determinations and allocations by a Bank for purposes of this Section of the cost effect of any Regulatory Change pursuant to the Metal Lender first or second paragraph of makingthis Section, funding, issuing, renewing, extending on its costs or rate of return of making or maintaining any its Loan or portions thereof or on amounts receivable by it in respect of the Fixed Rate Consignments its Loan or Fixed Rate Gold Loans, or
(ii) to reduce the amount of principal, interest or other amount payable to the Metal Lender hereunder on account of any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(iii) to require the Metal Lender to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Metal Lender for the Customers hereunder, thenportions thereof, and in each such case, the Customers will, upon demand by the Metal Lender, at any time and from time to time and as often as the occasion therefor may arise, pay to the Metal Lender such additional amounts as will be sufficient required to compensate the Metal Lender for such additional costBank under this Section, reduction, payment or foregone interest or other sumshall be included in a calculation of such amounts given to Borrower and shall be conclusive absent manifest error.
Appears in 1 contract
Additional Costs. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with (a) The Borrower shall pay directly to the administration or the interpretation thereof and requests, directives, instructions and notices at any time or Bank from time to time hereafter made upon such amounts as the Bank may determine to be necessary to compensate it for any costs incurred by the Bank which the Bank reasonably determines are attributable to its making or otherwise issued maintaining of any LIBOR Advances hereunder or its obligation to make any of such Advances hereunder, or any reduction in any amount receivable by the Bank hereunder in respect of any such Advances 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 Metal Lender Bank under this Agreement or the Notes in respect of any of such Advances (other than taxes imposed on the overall net income of the Bank or its Applicable Lending Office for any of such Advances by the jurisdiction in which the Bank has its principal office or such Applicable Lending Office); (ii) imposes or modifies any central bank reserve, special deposit, minimum capital, capital ratio, or similar requirement relating to any extensions of credit or other fiscalassets of, monetary or any deposits with or other authority liabilities or commitments of, the Bank (whether including any of such Advances or not having any deposits referred to in the force definition of law"Base LIBOR" in Section 1.1 hereof); or ------------ (iii) imposes any other condition affecting this Agreement or the Notes or any of such extensions of credit or liabilities or commitments. The Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle the Bank to compensation pursuant to this Article ------- VI as promptly as practicable after it obtains knowledge thereof and determines - to request such compensation (provided that any claim by the Bank for compensation pursuant to this Article VI shall be made within ninety (90) days ---------- after the initial occurrence of the event giving rise to such claim), shall:
(a) subject and will designate a different Applicable Lending Office for the Metal Lender Advances affected by such event if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of the Bank, violate any law, rule, or regulation or be in any way disadvantageous to any tax (except the Bank, provided that the Bank shall have no obligation to so designate an Applicable Lending Office located in the United States of America. The Bank will furnish the Borrower with a certificate setting forth the basis and the amount of each request of the Bank for taxes on income or profitscompensation under this Section 6.2(a). If the Bank -------------- requests compensation from the Borrower under this Section 6.2(a), levythe Borrower -------------- may, impostby notice to the Bank suspend the obligation of the Bank to make or Continue making, dutyor Convert Advances into, charge, fee, deduction or withholding Advances of any nature the Type with respect to which such compensation is requested until the making Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Fixed Rate Consignments or Fixed Rate Gold Loans, orSection 6.5 ----------- hereof shall be applicable).
(b) materially change Without limiting the basis effect of taxation the foregoing provisions of this Section ------- 6.2, in the event that, by reason of any Regulatory Change, the Bank either (except for changes 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 the Bank which includes deposits by reference to which the interest rate on LIBOR Advances is determined as provided in taxes this Agreement or a category of extensions of credit or other assets of the Bank which includes LIBOR Advances or (ii) becomes subject to restrictions on income the amount of such a category of liabilities or profits) of payments assets which it may hold, then, if the Bank so elects by notice to the Metal Lender Borrower, the obligation of the principal Bank to make or Continue making, or Convert Advances into, Advances of or such Type hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the interest on Fixed Rate Consignments or Fixed Rate Gold Loans or any other amounts payable to the Metal Lender under this Agreement for Fixed Rate Consignments or Fixed Rate Gold Loans, orprovisions of Section 6.5 hereof shall be applicable). ------
(c) impose or increase or render applicable (other than to Determinations and allocations by the extent specifically provided Bank for elsewhere in purposes of this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments Section ------- 6.2 of the Metal Lender as they relate to this Agreement, or
(d) impose on the Metal Lender any other conditions or requirements with respect to Fixed Rate Consignments or Fixed Rate Gold Loans or any class of commitments of which any of Fixed Rate Consignments or Fixed Rate Gold Loans form a part;
(e) and the result effect of any Regulatory Change on its costs of maintaining its --- obligations to make Advances or of making or maintaining Advances or on amounts --- receivable by it in respect of Advances, and of the foregoing is:
(i) to increase the cost to the Metal Lender of making, funding, issuing, renewing, extending or maintaining any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(ii) to reduce the amount of principal, interest or other amount payable to the Metal Lender hereunder on account of any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(iii) to require the Metal Lender to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Metal Lender for the Customers hereunder, then, and in each such case, the Customers will, upon demand by the Metal Lender, at any time and from time to time and as often as the occasion therefor may arise, pay to the Metal Lender such additional amounts as will be sufficient required to compensate the Metal Lender for Bank in respect of any Additional Costs, shall be conclusive, provided that such additional cost, reduction, payment or foregone interest or other sumdeterminations and allocations are made in good faith and on a reasonable basis and without duplication of the LIBOR Reserve Percentage.
Appears in 1 contract
Sources: Loan Agreement (Pizza Inn Inc /Mo/)
Additional Costs. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with (a) The Borrower shall pay directly to the administration or the interpretation thereof and requests, directives, instructions and notices at any time or Bank from time to time hereafter made upon such amounts as the Bank may determine to be necessary to compensate it for any costs incurred by the Bank which the Bank reasonably determines are attributable to its making or otherwise issued maintaining of any Eurodollar Advances hereunder or its obligation to make any of such Advances hereunder, or any reduction in any amount receivable by the Metal Lender by Bank hereunder in respect of any central bank such Advances or other fiscal, monetary or other authority such obligation (whether or not having the force of lawsuch increases in costs and reductions in amounts receivable being herein called "Additional Costs"), shall:
(a) subject the Metal Lender to resulting from any tax (except for taxes on income or profits), levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to the making of Fixed Rate Consignments or Fixed Rate Gold Loans, or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to the Metal Lender of the principal of or the interest on Fixed Rate Consignments or Fixed Rate Gold Loans or any other amounts payable to the Metal Lender under this Agreement for Fixed Rate Consignments or Fixed Rate Gold Loans, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of the Metal Lender as they relate to this Agreement, or
(d) impose on the Metal Lender any other conditions or requirements with respect to Fixed Rate Consignments or Fixed Rate Gold Loans or any class of commitments of which any of Fixed Rate Consignments or Fixed Rate Gold Loans form a part;
(e) and the result of any of the foregoing isRegulatory Change which:
(i) to increase changes the cost basis of taxation of any amounts payable to the Metal Lender Bank under this Agreement or the Revolving Credit Note in respect of making, funding, issuing, renewing, extending or maintaining any of such Advances (other than taxes imposed on the Fixed Rate Consignments overall net income of the Bank or Fixed Rate Gold Loans, orits Applicable Lending Office for any of such Advances by the jurisdiction in which the 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 reduce the amount any extensions of principal, interest credit or other amount payable to assets of, or any deposits with or other liabilities or commitments of, the Metal Lender hereunder on account of Bank (including any of such Advances or any deposits referred to in the Fixed Rate Consignments or Fixed Rate Gold Loans, definition of "Eurodollar Rate" in Section 1.1 hereof); or
(iii) imposes any other condition affecting this Agreement or the Notes or any of such extensions of credit or liabilities or commitments. The Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle the Bank to require compensation pursuant to this Article IV as promptly as practicable after it obtains knowledge thereof and determines to request such compensation (provided that any claim by the Metal Lender Bank for compensation pursuant to make this Article IV shall be made within ninety (90) days after the initial occurrence of the event giving rise to such claim), and will designate a different Applicable Lending Office for the Advances affected by such event if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of the Bank, violate any payment law, rule, or regulation or be in any way disadvantageous to forego any interest or other sum payable hereunderthe Bank, provided that the Bank shall have no obligation to so designate an Applicable Lending Office located in the United States of America. The Bank will furnish the Borrower with a certificate setting forth the basis and the amount of each request of the Bank for compensation under this Section 4.2(a). If the Bank requests compensation from the Borrower under this Section 4.2(a), the Borrower may, by notice to the Bank suspend the obligation of the Bank to make or Continue making, or Convert Advances into, Advances of the Type with respect to which payment 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 4.5 hereof shall be applicable).
(b) Without limiting the effect of the foregoing provisions of this Section 4.2, in the event that, by reason of any Regulatory Change, the Bank either (i) incurs Additional Costs based on or foregone interest measured by the excess above a specified level of the amount of a category of deposits or other sum is calculated liabilities of the Bank which includes deposits by reference to which the gross interest rate on Eurodollar Advances is determined as provided in this Agreement or a category of extensions of credit or other assets of the Bank which includes Eurodollar Advances or (ii) becomes subject to restrictions on the amount of any sum receivable such a category of liabilities or deemed received by the Metal Lender for the Customers hereunderassets which it may hold, then, and in each such caseif the Bank so elects by notice to the Borrower, the Customers willobligation of the Bank to make or Continue making, upon demand or Convert Advances into, Advances of such Type hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.5 hereof shall be applicable).
(c) Determinations and allocations by the Metal LenderBank for purposes of this Section 4.2 of the effect of any Regulatory Change on its costs of maintaining its obligations to make Advances or of making or maintaining Advances or on amounts receivable by it in respect of Advances, at any time and from time to time and as often as of the occasion therefor may arise, pay to the Metal Lender such additional amounts as will be sufficient required to compensate the Metal Lender for Bank in respect of any Additional Costs, shall be conclusive, provided that such additional cost, reduction, payment or foregone interest or other sumdeterminations and allocations are made in good faith and on a reasonable basis and without duplication of the Reserve Requirement.
Appears in 1 contract
Sources: Loan Agreement (Pizza Inn Inc /Mo/)
Additional Costs. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or (a) The Company shall pay directly to each Bank from time to time hereafter made upon such amounts as such Bank may reasonably determine to be necessary to compensate such Bank for any costs that such Bank determines are attributable to its making or otherwise issued maintaining of any Fixed Rate Loans or its obligation to make any Fixed Rate Loans hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any of such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change that:
(i) shall subject any Bank (or its lending office for any of such Loans) to any tax, duty or other charge in respect of such Loans or its Notes or changes the basis of taxation of any amounts payable to such Bank under this Agreement or its Notes (if any) in respect of any of such Loans (excluding changes in the rate of tax on the overall net income or gross receipts of such Bank or of such lending office by the jurisdiction in which such Bank has its principal office or such lending office); or
(ii) imposes or modifies any reserve, special deposit or similar requirements (other than, in the case of any Bank for any period as to which the Company is required to pay any amount under paragraph (d) below, the reserves against "Eurocurrency liabilities" under Regulation D therein referred to) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including, without limitation, any of such Loans or any deposits referred to in the definition of "Fixed Base Rate" in Section 1.01 hereof), or any commitment of such Bank (including, without limitation, the Commitment of such Bank hereunder); or
(iii) imposes any other condition affecting this Agreement or its Notes (if any) (or any of such extensions of credit or liabilities) or its Commitment. If any Bank requests compensation from the Company under this Section 5.01(a), the Company may, by notice to such Bank (with a copy to the Metal Lender Administrative Agent), suspend the obligation of such Bank thereafter to make 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 Bank 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 Bank from time to time on request such amounts as such Bank may reasonably determine to be necessary to compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for any costs that it determines are attributable to the maintenance by such Bank (or any central lending office or such bank holding company), pursuant to any law or other fiscalregulation or any interpretation, monetary directive or other authority request (whether or not having the force of law), shall:
(alaw and whether or not failure to comply therewith would be unlawful) subject the Metal Lender to any tax (except for taxes on income or profits), levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to the making of Fixed Rate Consignments court or Fixed Rate Gold Loans, or
governmental or monetary authority (bi) materially change the basis of taxation following any Regulatory Change or (except for changes in taxes on income or profitsii) of payments to the Metal Lender of the principal of or the interest on Fixed Rate Consignments or Fixed Rate Gold Loans or implementing any other amounts payable to the Metal Lender under this Agreement for Fixed Rate Consignments or Fixed Rate Gold Loans, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, risk-based capital adequacy guideline or other similar requirements 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 Amended and Restated Credit Agreement 39 - 40 - 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 Bank (or any lending office or such bank holding company) to a level below that which such Bank (or any lending office or such bank holding company) could have achieved but for such law, regulation, interpretation, directive or request).
(c) against assets held byEach Bank shall notify the Company of any event occurring after the date hereof entitling such Bank to compensation under paragraph (a) or (b) of this Section 5.01 as promptly as practicable, but in any event within 60 days, after such Bank obtains actual knowledge thereof; provided that (i) if any Bank fails to give such notice within 60 days after it obtains actual knowledge of such an event, such Bank shall, with respect to compensation payable pursuant to this Section 5.01 in respect of any costs resulting from such event, only be entitled to payment under this Section 5.01 for costs incurred from and after the date 60 days prior to the date that such Bank does give such notice and (ii) each Bank will designate a different lending office for the Loans of such Bank affected by such event if such designation will avoid the need for, or deposits in or for reduce the account amount of, such compensation and will not, in the sole opinion of such Bank, be disadvantageous to such Bank. Each Bank will furnish to the Company a certificate setting forth in reasonably specific detail the basis and amount of each request by such Bank for compensation under paragraph (a) or loans by(b) of this Section 5.01. Determinations and allocations by any Bank for purposes of this Section 5.01 of the effect of any Regulatory Change pursuant to paragraph (a) of this Section 5.01, or commitments of the Metal Lender as they relate effect of capital maintained pursuant to paragraph (b) of this AgreementSection 5.01, oron its costs or rate of return of maintaining Loans or its obligation to make Loans, or on amounts receivable by it in respect of Loans, and of the amounts required to compensate such Bank under this Section 5.01, shall be conclusive, provided that such determinations and allocations are made on a reasonable basis.
(d) impose Without limiting the effect of the foregoing, the Company shall pay to each Bank on the Metal Lender last day of each Interest Period so long as such Bank is maintaining reserves against "Eurocurrency liabilities" under Regulation D (or, unless the provisions of paragraph (b) above are applicable, so long as such Bank is, by reason of any Regulatory Change, maintaining reserves against any other conditions or requirements with respect category of liabilities that includes deposits by reference to Fixed Rate Consignments or Fixed Rate Gold which the interest rate on Eurodollar Loans or LIBOR Market Loans is determined as provided in this Agreement or against any class category of commitments extensions of which credit or other assets of such Bank that includes any of Fixed Rate Consignments Eurodollar Loans or Fixed Rate Gold Loans form a part;
LIBOR Market Loans) an additional amount (ereasonably determined by such Bank and notified to the Company through the Administrative Agent) and equal to the result of any product of the foregoing isfollowing for each Eurodollar Loan or LIBOR Market Loan for each day during such Interest Period:
(i) to increase the cost to the Metal Lender principal amount of making, funding, issuing, renewing, extending such Eurodollar Loan or maintaining any of the Fixed Rate Consignments or Fixed Rate Gold Loans, orLIBOR Market Loan outstanding on such day; and
(ii) to reduce the amount remainder of principal, (x) a fraction the numerator of which is the rate (expressed as a decimal) at which interest accrues on such Eurodollar Loan or other amount payable to LIBOR Market Loan for such Interest Period as provided in this Agreement (less the Metal Lender hereunder Applicable Margin) and the denominator of which is one minus the effective rate (expressed as a decimal) at which such reserve requirements are imposed on account of any of the Fixed Rate Consignments or Fixed Rate Gold Loans, orsuch Bank on such day minus (y) such numerator; and
(iii) to require the Metal Lender to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Metal Lender for the Customers hereunder, then, and in each such case, the Customers will, upon demand by the Metal Lender, at any time and from time to time and as often as the occasion therefor may arise, pay to the Metal Lender such additional amounts as will be sufficient to compensate the Metal Lender for such additional cost, reduction, payment or foregone interest or other sum1/360.
Appears in 1 contract
Additional Costs. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or (a) The Borrower shall pay directly to each Bank from time to time hereafter made upon such amounts as such Bank may determine to be necessary to compensate it for any reasonable costs incurred by such Bank which such Bank determines are directly attributable to its making or otherwise issued maintaining of any Loans subject to the Metal Lender Eurodollar Accounts hereunder or its obligation to make any of such Loans hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any central bank such Loans or other fiscal, monetary or other authority such obligation (whether or not having the force of lawsuch increases in costs and reductions in amounts receivable being herein called "Additional Costs"), shall:
(a) subject the Metal Lender to resulting from any tax (except for taxes on income or profits), levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to the making of Fixed Rate Consignments or Fixed Rate Gold Loans, or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to the Metal Lender of the principal of or the interest on Fixed Rate Consignments or Fixed Rate Gold Loans or any other amounts payable to the Metal Lender under this Agreement for Fixed Rate Consignments or Fixed Rate Gold Loans, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of the Metal Lender as they relate to this Agreement, or
(d) impose on the Metal Lender any other conditions or requirements with respect to Fixed Rate Consignments or Fixed Rate Gold Loans or any class of commitments of which any of Fixed Rate Consignments or Fixed Rate Gold Loans form a part;
(e) and the result of any of the foregoing isRegulatory Change which:
(i) changes the basis of taxation of any amounts payable to increase the cost to the Metal Lender such Bank under this Agreement or its Notes in respect of making, funding, issuing, renewing, extending or maintaining any of such Loans (other than franchise taxes and taxes imposed on the Fixed Rate Consignments overall net income of such Bank or Fixed Rate Gold Loans, orits Applicable Lending Office for any of such Loans by the United States of America or the jurisdiction in which such Bank has its Principal Office or such Applicable Lending Office);
(ii) imposes or modifies any reserve (other than the Reserve Requirement), special deposit, minimum capital, capital ratio, or similar requirement relating to reduce the amount any extensions of principal, interest credit or other amount payable to the Metal Lender hereunder on account of assets of, or any deposits with or other liabilities or commitments of, such Bank (including any of such Loans or any deposits referred to in the Fixed Rate Consignments or Fixed Rate Gold Loans, definition of "Eurodollar Rate" in Section 1.1 hereof); or
(iii) imposes any other condition affecting this Agreement or the Notes or any of such extensions of credit or liabilities or commitments and which results in additional cost or expense to require the Metal Lender Bank. Each Bank will notify the Borrower (with a copy to make the Agent) of any payment event occurring after the date of this Agreement which will entitle such Bank to compensation pursuant to this subsection 7.1(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and will designate a different Applicable Lending Office for the Loans affected by such event if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Bank, violate any law, rule, or regulation or be in any way disadvantageous to forego any interest or other sum payable hereunder, such Bank. Each Bank will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Bank for compensation under this subsection 7.1(a). If any Bank requests compensation from the Borrower under this subsection 7.1(a), the Borrower may, by notice to such Bank (with a copy to the Agent) suspend the obligation of such Bank to make Loans subject to Eurodollar Accounts or Continue Eurodollar Accounts as Eurodollar Accounts or Convert Base Rate Accounts into Eurodollar Accounts until the Regulatory Change giving rise to such request ceases to be in effect (in which payment case the provisions of Section 7.4 hereof shall be applicable with respect to such Eurodollar Accounts).
(b) Without limiting the effect of the foregoing provisions of this Section 7.1, in the event that, by reason of any Regulatory Change, any Bank either (i) incurs Additional Costs based on or foregone interest measured by the excess above a specified level of the amount of a category of deposits or other sum is calculated liabilities of such Bank which includes deposits by reference to which the gross interest rate on the Loans subject to Eurodollar Accounts is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank which includes Loans subject to Eurodollar Accounts or (ii) becomes subject to restrictions on the amount of any sum receivable such a category of liabilities or deemed received by the Metal Lender for the Customers hereunderassets which it may hold, then, and in each if such caseBank so elects by notice to the Borrower (with a copy to the Agent), the Customers willobligation of such Bank to make Loans subject to Eurodollar Accounts or Continue Eurodollar Accounts as Eurodollar Accounts or Convert Base Rate Accounts into Eurodollar Accounts hereunder shall be suspended until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 7.4 hereof shall be applicable).
(c) Determinations and allocations by any Bank for purposes of this Section 7.1 of the effect of any Regulatory Change on its costs of maintaining its obligation to make Loans or of making or maintaining Loans or on amounts receivable by it in respect of the Loans, upon demand by and of the Metal Lender, at any time and from time to time and as often as the occasion therefor may arise, pay to the Metal Lender such additional amounts as will be sufficient required to compensate the Metal Lender for such additional costBank in respect of any Additional Costs, reductionshall, payment or foregone interest or other sumabsent manifest error, be conclusive, provided that such determinations and allocations are made on a reasonable basis.
Appears in 1 contract
Additional Costs. If (a) In the event that any present existing or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations regulation or guideline or interpretation thereof by any competent court or by any administrative or governmental or other regulatory body or official authority charged with the administration thereof, or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to the Metal Lender compliance by any central bank Bank with any request or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject the Metal Lender to any tax (except for taxes on income or profits), levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to the making of Fixed Rate Consignments or Fixed Rate Gold Loans, or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to the Metal Lender of the principal of or the interest on Fixed Rate Consignments or Fixed Rate Gold Loans or any other amounts payable to the Metal Lender under this Agreement for Fixed Rate Consignments or Fixed Rate Gold Loans, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements directive (whether or not having the force of law) of any such authority shall impose, modify, deem applicable or result in the application of any capital maintenance, capital ratio or similar requirement against loan commitments made by any Bank, and the result is to impose upon any Bank or increase any capital requirement applicable as a result of the making or maintenance of such Bank's Commitment or the obligation of the Borrower under this Agreement with respect to its Commitment (which imposition of capital requirements may be determined by each Bank's reasonable allocation of the aggregate of such capital increases or impositions), then, upon demand made by such Bank as promptly as practicable after it obtains knowledge that such law, regulation, guideline, interpretation, request or directive exists and determines to make such demand, the Borrower shall immediately pay to such Bank from time to time as specified by such Bank additional amounts sufficient to compensate such Bank for such imposition of or increase in capital requirements together with interest on each such amount commencing five days from the date payment of such additional costs is demanded until payment in full is made at the Post-Default Rate. A certificate setting forth in reasonable detail the amount necessary to compensate such Bank as a result of an imposition of or increase in capital requirements submitted by such Bank to the Borrower shall be conclusive as to the amount of such compensation, absent manifest error. For purposes of this Section 2.16(a), in calculating the amount necessary to compensate any Bank for any imposition of or increase in capital requirements, such Bank shall be deemed to be entitled to a rate of return on capital (after federal, state and local taxes) of 15% per annum and all references to any "Bank" shall be deemed to include any participant in such Bank's Commitment.
(b) In the event that any Regulatory Change shall (i) change the basis of taxation of any amounts payable to any Bank under this Agreement or the Notes in respect of any Loans (other than taxes imposed on the overall net income of such Bank for any Loans by the United States or the jurisdiction in which such Bank has its principal office), (ii) impose or modify any reserve, Federal Deposit Insurance Corporation premium or assessment, special deposit or similar requirements relating to any extensions of credit or other assets held by, or deposits in or for the account of, or loans byany deposits with or other liabilities of, such Bank (including any of such Loans or any deposits referred to in the definition of "Eurodollar Rate" in Section 1.1), or commitments of the Metal Lender as they relate to this Agreement, or
(diii) impose on the Metal Lender any other conditions or requirements with affecting this Agreement in respect to Fixed Rate Consignments or Fixed Rate Gold of Loans (or any class of commitments such extensions of which any of Fixed Rate Consignments credit, assets, deposits or Fixed Rate Gold Loans form a part;
(e) liabilities), and the result of any of the foregoing is:
event referred to in clause (i), (ii) or (iii) above shall be to increase the cost to the Metal Lender such Bank's costs of making, funding, issuing, renewing, extending making or maintaining any Loans or its Commitment or to reduce any amount receivable by such Bank under this Agreement in respect of its Eurodollar Loans or its Commitment (such increases in costs and reductions in amounts receivable are hereinafter referred to as "Additional Costs"), in each case only to the Fixed extent that such Additional Costs are not included in the Eurodollar Rate Consignments or Fixed Rate Gold applicable to such Eurodollar Loans, or
then upon demand made by such Bank as promptly as practicable after it obtains knowledge that such a Regulatory Change exists and determines to make such demand (ii) to reduce the amount a copy of principal, interest or other amount payable which demand shall be delivered to the Metal Lender hereunder on account of any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(iii) to require the Metal Lender to make any payment or to forego any interest or other sum payable hereunderAgent), the amount of which payment or foregone interest or other sum is calculated by reference Borrower shall pay to the gross amount of any sum receivable or deemed received by the Metal Lender for the Customers hereunder, then, and in each such case, the Customers will, upon demand by the Metal Lender, at any time and Bank from time to time and as often as the occasion therefor may arise, pay to the Metal Lender specified by such Bank additional amounts as will be sufficient to compensate the Metal Lender such Bank for such additional costAdditional Costs from the date of such change, reductiontogether with interest on each such amount from the date demanded until payment in full at the Post-Default Rate. All references to any "Bank" shall be deemed to include any participant in such Bank's Commitment.
(c) Without limiting the effect of the foregoing provisions of this Section 2.16, payment in the event that, by reason of any Regulatory Change, any Bank either (i) incurs Additional Costs based on or foregone interest measured by the excess above a specified level of the amount of a category of deposits or other sumliabilities of such 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 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 Bank so elects by notice to the Borrower (with a copy to the Agent), the obligation of such Bank to make, and to convert Loans of any other type into, Loans of such type hereunder shall be suspended until the date such Regulatory Change ceases to be in effect and all Loans of such type then outstanding shall be converted into Prime Rate Loans or into Eurodollar Loans of another duration, as the case may be, in accordance with Sections 2.7 and 2.
Appears in 1 contract
Sources: Loan Agreement (Dvi Inc)
Additional Costs. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or Borrower shall pay directly to each Bank from time to time hereafter made upon on demand such amounts as such Bank may reasonably determine to be necessary to compensate it for any increased costs which such Bank determines are attributable to its making or otherwise issued maintaining any Loan, or its obligation to the Metal Lender make or maintain any Loan, or its obligation to Convert a Loan hereunder, or any reduction in any amount receivable by any central bank such Bank hereunder in respect of its Loan or other fiscal, monetary or other authority such obligations (whether or not having the force of lawsuch increases in costs and reductions in amounts receivable being herein called “Additional Costs”), shallin each case resulting from any Regulatory Change which:
(a1) subject the Metal Lender any Recipient to any tax Taxes (except for taxes other than (A) Indemnified Taxes, and (B) Excluded Taxes) on income its loans, loan principal, commitments, or profits)other obligations, levyor its deposits, impostreserves, duty, charge, fee, deduction other liabilities or withholding of any nature with respect to the making of Fixed Rate Consignments or Fixed Rate Gold Loans, capital attributable thereto; or
(b2) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to the Metal Lender of the principal of or the interest on Fixed Rate Consignments or Fixed Rate Gold Loans or any other amounts payable to the Metal Lender under this Agreement for Fixed Rate Consignments or Fixed Rate Gold Loans, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere the LIBOR Reserve Requirement is taken into account in this Agreementdetermining the LIBOR Rate at the commencement of the applicable Interest Period) imposes or modifies any reserve, special deposit, reserveliquidity, deposit insurance or assessment, liquidityminimum capital, capital adequacy ratio or similar requirements relating to any extensions of credit or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans byany deposits with or other liabilities of, such Bank (including any LIBOR Loan or any deposits referred to in the definition of “LIBOR Interest Rate”), or commitments any commitment of the Metal Lender as they relate to this Agreement, such Bank (including such Bank’s Loan Commitment hereunder); or
(d3) impose imposes any other condition, cost or expense (other than Taxes) affecting this Agreement or the Notes (or any of such extensions of credit or liabilities). Without limiting the effect of the provisions of the first paragraph of this Section, in the event that, by reason of any Regulatory Change, any Bank becomes subject to restrictions on the Metal Lender any other conditions amount of such a category of liabilities or requirements assets which it may hold, then, if such Bank so elects by notice to Borrower (with respect a copy to Fixed Rate Consignments Administrative Agent), the obligation of such Bank to permit Elections of, to Continue, or Fixed Rate Gold to Convert 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. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or any class of commitments of which any of Fixed Rate Consignments or Fixed Rate Gold Loans form a part;
(e) and the result of in connection with any of the foregoing is:
(i) Loan Documents and the termination of the Loan Commitments in respect of the period prior to increase such termination. Determinations and allocations by a Bank for purposes of this Section of the cost effect of any Regulatory Change pursuant to the Metal Lender first or second paragraph of makingthis Section, funding, issuing, renewing, extending on its costs or rate of return of making or maintaining any its Loan or portions thereof or on amounts receivable by it in respect of its Loan or portions thereof, and the Fixed Rate Consignments or Fixed Rate Gold Loansamounts required to compensate such Bank under this Section, or
(ii) shall be included in a calculation of such amounts given to reduce the amount of principal, interest or other amount payable Borrower and shall be conclusive absent manifest error. Notwithstanding anything contained in this Article III to the Metal Lender hereunder on account of contrary, Borrower shall only be obligated to pay any of the Fixed Rate Consignments amounts due under this Section 3.01 or Fixed Rate Gold Loansunder Section 3.06 if, or
(iii) to require the Metal Lender to make and a Bank shall not exercise any payment right under this Section 3.01 or to forego any interest Sections 3.02, 3.03, 3.04 or other sum payable hereunder3.06 unless, the amount of which payment applicable Bank is generally imposing a similar charge on, or foregone interest or otherwise similarly enforcing its agreements with, its other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Metal Lender for the Customers hereundersimilarly situated borrowers. In addition, then, and in each such case, the Customers will, upon demand by the Metal Lender, at any time and from time to time and as often as the occasion therefor may arise, pay to the Metal Lender such additional amounts as will Borrower shall not be sufficient obligated to compensate any Bank under any such provision for any amounts attributable to any period which is more than nine (9) months prior to such Bank’s delivery of notice thereof to Borrower (except that if a Regulatory Change is retroactive, then such period shall be extended to include the Metal Lender for period of retroactive effect, provided that such additional cost, reduction, payment or foregone interest or other sumBank delivered notice thereof to Borrower no later than nine (9) months after the date on which the Regulatory Change with such retroactive effect was made).
Appears in 1 contract
Additional Costs. If any present or future applicable law(a) The Company shall pay to the Bank, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon time, within ten (10) Business Days of receipt by the Company of the written demand of the Bank such amounts as the Bank may reasonably determine to be necessary to compensate it for any additional costs actually incurred by the Bank which it reasonably determines are attributable to its obligation to make the Revolving Credit Loans hereunder, or otherwise issued any reduction in any amount receivable by the Bank hereunder in respect of the Revolving Credit Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any Regulatory Change which: (i) changes the basis of taxation of any amounts payable to the Metal Lender Bank under this Agreement or the Revolving Credit Note in respect of the Revolving Credit Loan or obligations (other than taxes imposed on the overall net income of the Bank for any of such obligations by the jurisdiction in which the Bank has its principal office or lending office); or (ii) imposes or modifies any central bank reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating to any extensions of credit or other fiscalassets of, monetary or any deposits with or other authority liabilities of, the Bank (including the Revolving Credit Loan); or (iii) imposes any other condition affecting this Agreement or the Revolving Credit Note (or any of such extensions of credit or liabilities) and the Bank’s obligations with respect thereto. The Bank will give notice to the Company in writing of any event occurring after the date of this Agreement which will entitle the Bank to compensation pursuant to this Section 3.04(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation.
(b) Without limiting the effect of the foregoing provisions of this Section 3.04 (but without duplication), the Company shall pay to the Bank, from time to time, on written request such amounts as the Bank may reasonably determine to be necessary to compensate the Bank for any costs which it reasonably determines are attributable to the maintenance by it or any of its Subsidiaries pursuant to any law or regulation of any jurisdiction or any interpretation, directive or request (whether or not having the force of law)law and whether in effect on the date of this Agreement or thereafter) of any court or governmental or monetary authority, shall:
of capital in respect of the Revolving Credit Loan or other Obligations hereunder (a) subject the Metal Lender such compensation to include, without limitation, an amount equal to any tax (except for taxes reduction in return on income assets or profits), levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to the making of Fixed Rate Consignments or Fixed Rate Gold Loans, or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to the Metal Lender equity of the principal of 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 interest on Fixed Rate Consignments or Fixed Rate Gold Loans or any other amounts payable Company in writing, if it is entitled to the Metal Lender under compensation pursuant to this Agreement for Fixed Rate Consignments or Fixed Rate Gold Loans, orSection 3.04(b) as promptly as practicable after it determines to request such compensation.
(c) impose Determinations and allocations by the Bank for purposes of this Section 3.04 of the effect of any Regulatory Change pursuant to subsection (a), or increase of the effect of capital maintained pursuant to subsection (b), on its costs of making or render applicable (other than maintaining the Revolving Credit Loan or its obligation to make the extent specifically provided for elsewhere in this Agreement) any special depositRevolving Credit Loan, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held on amounts receivable by, or deposits the rate of return to, it in or for the account of, or loans by, or commitments respect of the Metal Lender as they relate Revolving Credit Loans, and of the additional amounts required to compensate the Bank under this AgreementSection 3.04, orshall be conclusive, absent manifest error, if such determination is made reasonably by the Bank and in good faith.
(d) impose on The Bank shall furnish to the Metal Lender Company a written explanation of the Regulatory Change and calculations, in reasonable detail, setting forth the Bank’s determination of any other conditions or requirements with respect such Additional Costs pursuant to Fixed Rate Consignments or Fixed Rate Gold Loans or any class of commitments of which any of Fixed Rate Consignments or Fixed Rate Gold Loans form a part;this Section 3.04.
(e) and the result of any of the foregoing is:
(i) to increase the cost to the Metal Lender of making, funding, issuing, renewing, extending or maintaining any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(ii) to reduce the amount of principal, interest or other amount payable to the Metal Lender hereunder on account of any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(iii) to require the Metal Lender to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Metal Lender for the Customers hereunder, then, and in each such case, the Customers will, upon demand by the Metal Lender, at any time and from time to time and as often as the occasion therefor may arise, The Company shall further pay to the Metal Lender Bank such additional amounts as will may be sufficient required pursuant to compensate the Metal Lender for such additional cost, reduction, payment or foregone interest or other sumRevolving Credit Note.
Appears in 1 contract
Additional Costs. If any present Regulatory Change shall:
(i) impose, modify or future deem applicable law, which expression, as used herein, includes statutes, rules and any reserve (including pursuant to 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 issued from time to time hereafter made upon or otherwise issued to by the Metal Lender by FRB for determining the maximum reserve requirement (including any central bank emergency, special, supplemental or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(amarginal reserve requirement) subject the Metal Lender to any tax (except for taxes on income or profits), levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to the making of Fixed Rate Consignments or Fixed Rate Gold Loans, or
eurocurrency funding (b) materially change the basis of taxation (except for changes currently referred to as “Eurocurrency liabilities” in taxes on income or profits) of payments to the Metal Lender Regulation D of the principal of or the interest on Fixed Rate Consignments or Fixed Rate Gold Loans or any other amounts payable FRB, as amended and in effect from time to the Metal Lender under this Agreement for Fixed Rate Consignments or Fixed Rate Gold Loanstime)), or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reservecompulsory loan, assessment, liquidity, capital adequacy insurance charge or other similar requirements (whether or not having the force of law) requirement against assets held byof, or deposits in with or for the account of, or advances, loans or other credit extended or participated in by, or commitments any Lender;
(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the Metal Lender as they relate to this Agreementdefinition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or
(diii) impose on the Metal any Lender any other conditions condition, cost or requirements with respect to Fixed Rate Consignments expense (other than Taxes) affecting this Agreement or Fixed Rate Gold the Loans or any class of commitments of which any of Fixed Rate Consignments or Fixed Rate Gold Loans form a part;
(e) made by such Lender; and the result of any of the foregoing is:
(i) shall be to increase the cost to the Metal such Lender or such other Recipient of making, fundingconverting to, issuing, renewing, extending continuing or maintaining any Loan or of maintaining its obligation to make any such Loan, or to increase the Fixed Rate Consignments cost to such Lender or Fixed Rate Gold Loans, or
(ii) such other Recipient or to reduce the amount of any sum received or receivable by such Lender or other Recipient hereunder (whether of principal, interest or any other amount payable to the Metal amount) then, upon request of such Lender hereunder on account of any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(iii) to require the Metal Lender to make any payment or to forego any interest or other sum payable hereunderRecipient, the amount of which payment or foregone interest Borrower will pay to such Lender or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Metal Lender for the Customers hereunderRecipient, then, and in each such case, the Customers will, upon demand by the Metal Lender, at any time and from time to time and as often as the occasion therefor case may arisebe, pay to the Metal Lender such additional amount or amounts as will be sufficient to compensate such Lender or other Recipient, as the Metal Lender case may be, for such additional cost, reduction, payment costs incurred or foregone interest or other sumreduction suffered.
Appears in 1 contract
Additional Costs. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or Borrower shall pay directly to each Bank from time to time hereafter made upon on demand such amounts as such Bank may reasonably determine to be necessary to compensate it for any increased costs which such Bank determines are attributable to its making or otherwise issued maintaining a LIBOR Loan or a Bid Rate Loan, or its obligation to the Metal Lender make or maintain a LIBOR Loan or a Bid Rate Loan, or its obligation to Convert a Base Rate Loan to a LIBOR Loan hereunder, or any reduction in any amount receivable by any central bank such Bank hereunder in respect of its LIBOR Loan or other fiscal, monetary Bid Rate Loan(s) or other authority such obligations (whether or not having the force of lawsuch increases in costs and reductions in amounts receivable being herein called "Additional Costs"), shallin each case resulting from any Regulatory Change which:
(a1) subject the Metal Lender to any tax (except for taxes on income or profits), levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to the making of Fixed Rate Consignments or Fixed Rate Gold Loans, or
(b) materially change changes the basis of taxation (except for changes in taxes on income or profits) of payments to the Metal Lender of the principal of or the interest on Fixed Rate Consignments or Fixed Rate Gold Loans or any other amounts payable to the Metal Lender such Bank under this Agreement for Fixed or the Notes in respect of any such LIBOR Loan or Bid Rate Consignments Loan (other than (i) changes in the rate of general corporate, franchise, branch profit, net income or Fixed Rate Gold Loans, other income tax imposed on such Bank or its Applicable Lending Office or (ii) a tax described in Section 10.13); or
(c2) impose or increase or render applicable (other than to the extent specifically provided for elsewhere the LIBOR Reserve Requirement is taken into account in this Agreementdetermining the LIBOR Rate at the commencement of the applicable Interest Period) imposes or modifies any reserve, special deposit, reserve, deposit insurance or assessment, liquidityminimum capital, capital adequacy ratio or similar requirements relating to any extensions of credit or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans byany deposits with or other liabilities of, such Bank (including any LIBOR Loan or Bid Rate Loan or any deposits referred to in the definition of "LIBOR Interest Rate" in Section 1.01), or commitments any commitment of the Metal Lender as they relate to this Agreement, such Bank (including such Bank's Loan Commitment hereunder); or
(d3) impose on the Metal Lender imposes any other conditions condition (unrelated to the basis of taxation referred to in paragraph (1) above) affecting this Agreement or requirements with respect to Fixed Rate Consignments or Fixed Rate Gold Loans the Notes (or any class of commitments such extensions of which any credit or liabilities). Without limiting the effect of Fixed Rate Consignments or Fixed Rate Gold Loans form a part;
(e) and the result provisions of the first paragraph of this Section, in the event that, by reason of any Regulatory Change, any Bank either (1) incurs Additional Costs based on or measured by the excess above a specified level of the foregoing is:
(i) to increase the cost to the Metal Lender of making, funding, issuing, renewing, extending or maintaining any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(ii) to reduce the amount of principal, interest a category of deposits or other amount payable liabilities of such Bank which includes deposits by reference to which the Metal Lender hereunder on account LIBOR Interest Rate is determined as provided in this Agreement or a category of any extensions of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(iii) to require the Metal Lender to make any payment or to forego any interest credit or other sum payable hereunder, assets of such Bank which includes loans based on the LIBOR Interest Rate or (2) becomes subject to restrictions on the amount of such a category of liabilities or assets which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Metal Lender for the Customers hereunderit may hold, then, and in each if such caseBank so elects by notice to Borrower (with a copy to Administrative Agent), the Customers willobligation of such Bank to permit Elections of, upon demand by to Continue, or to Convert Base Rate Loans into, LIBOR Loans shall be suspended (in which case the Metal Lender, at any time and from time provisions of Section 3.04 shall be applicable) until such Regulatory Change ceases to time and as often as the occasion therefor may arise, pay to the Metal Lender such additional amounts as will be sufficient to compensate the Metal Lender for such additional cost, reduction, payment or foregone interest or other sumin effect.
Appears in 1 contract
Additional Costs. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or (a) The Company shall pay directly to each Bank from time to time hereafter made upon such amounts as such Bank may determine to be necessary to compensate such Bank for any costs that such Bank determines are attributable to its making or otherwise issued maintaining of any Eurodollar Loans or its obligation to make any Eurodollar Loans hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change that:
(i) changes the basis of taxation of any amounts payable to such Bank under this Agreement or its Notes (other than taxes imposed on or measured by the overall net income of such Bank or of its Applicable Lending Office by the jurisdiction in which such Bank has its principal office or such Applicable Lending Office); or
(ii) imposes or modifies any reserve, special deposit or similar requirements (other than the Reserve Requirement Credit Agreement utilized in the determination of the Eurodollar Rate for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including, without limitation, any of such Loans or any deposits referred to in the definition of "Eurodollar Base Rate" in Section 1.01 hereof), or any commitment of such Bank hereunder (including, without limitation, the Commitment of such Bank); or
(iii) imposes any other condition affecting this Agreement or its Notes or its Commitment. If any Bank requests compensation from the Company under this Section 5.01(a), the Company may, by notice to such Bank (with a copy to the Metal Lender Agent), suspend the obligation of such Bank thereafter to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.03A hereof shall be applicable), provided that such suspension shall not affect the right of such Bank to receive the compensation so requested.
(b) Without limiting the effect of the provisions of paragraph (a) of this Section 5.01, in the event that, by reason of any central bank Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other fiscal, monetary liabilities of such Bank that includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other authority assets of such Bank that includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Bank so elects by notice to the Company (with a copy to the Administrative Agent), the obligation of such Bank to make Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the Loans theretofore made by such Bank shall bear interest at the Base Rate from the last day of the then current Interest Period for such Loans in accordance with the provisions of Section 5.03A). Credit Agreement
(c) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Company shall pay directly to each Bank from time to time on request such amounts as such Bank may determine to be necessary to compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for any costs that it determines are attributable to the maintenance by such Bank (or any Applicable Lending Office or such bank holding company), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law), shall:
(alaw and whether or not failure to comply therewith would be unlawful) subject the Metal Lender to any tax (except for taxes on income or profits), levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to the making of Fixed Rate Consignments court or Fixed Rate Gold Loans, or
governmental or monetary authority (bi) materially change the basis of taxation following any Regulatory Change or (except for changes in taxes on income or profitsii) of payments to the Metal Lender of the principal of or the interest on Fixed Rate Consignments or Fixed Rate Gold Loans or implementing any other amounts payable to the Metal Lender under this Agreement for Fixed Rate Consignments or Fixed Rate Gold Loans, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, risk-based capital adequacy guideline or other similar requirements requirement (whether or not having the force of lawlaw and whether or not the failure to comply therewith would be unlawful) against assets held byhereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Accord (including, or deposits in or for without limitation, the account of, or loans by, or commitments Final Risk-Based Capital Guidelines of the Metal Lender as they relate to this AgreementBoard of Governors of the Federal Reserve System (12 C.F.R. Part 208, or
(d) impose on the Metal Lender any other conditions or requirements with respect to Fixed Rate Consignments or Fixed Rate Gold Loans or any class of commitments of which any of Fixed Rate Consignments or Fixed Rate Gold Loans form a part;
(eAppendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the result of any Final Risk-Based Capital Guidelines of the foregoing is:
Office of the Comptroller of the Currency (i12 C.F.R. Part 3, Appendix A)), of capital in respect of its Commitment(s) or Loans (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such Bank (or any Applicable Lending Office or such bank holding company) to increase a level below that which such Bank (or any Applicable Lending Office or such bank holding company) could have achieved but for such law, regulation, interpretation, directive or request). For purposes of this Section 5.01(c), "Basel Accord" shall mean the cost to the Metal Lender of making, funding, issuing, renewing, extending or maintaining any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(ii) to reduce the amount of principal, interest or other amount payable to the Metal Lender hereunder on account of any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(iii) to require the Metal Lender to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received proposals for risk-based capital framework described by the Metal Lender for the Customers hereunderBasel Committee on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, thenas amended, modified and supplemented and in each such case, the Customers will, upon demand by the Metal Lender, at any time and effect from time to time and as often as the occasion therefor may arise, pay to the Metal Lender such additional amounts as will be sufficient to compensate the Metal Lender for such additional cost, reduction, payment or foregone interest or other sumany replacement thereof.
Appears in 1 contract
Sources: Credit Agreement (Enhance Financial Services Group Inc)
Additional Costs. If any present (a) Borrower shall pay directly to each Bank or future applicable law, which expressionthe Issuing Bank, as used hereinthe case may be, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon such amounts as such Bank or otherwise issued the Issuing Bank may determine to be necessary to compensate it for any reasonable costs incurred by such Bank or the Metal Lender Issuing Bank, as the case may be, which such Bank or the Issuing Bank determines are attributable to its making or maintaining of any Loans or Letters of Credit, as the case may be, subject to Eurodollar Accounts hereunder or its obligation to make any of such Loans or Letters of Credit hereunder, or any reduction in any amount receivable by such Bank or the Issuing Bank hereunder in respect of any central bank such Loans, such Letters of Credit or other fiscal, monetary or other authority such obligation (whether or not having the force of lawsuch increases in costs and reductions in amounts receivable being herein called “Additional Costs”), shall:
(a) subject the Metal Lender to resulting from any tax (except for taxes on income or profits), levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to the making of Fixed Rate Consignments or Fixed Rate Gold Loans, or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to the Metal Lender of the principal of or the interest on Fixed Rate Consignments or Fixed Rate Gold Loans or any other amounts payable to the Metal Lender under this Agreement for Fixed Rate Consignments or Fixed Rate Gold Loans, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of the Metal Lender as they relate to this Agreement, or
(d) impose on the Metal Lender any other conditions or requirements with respect to Fixed Rate Consignments or Fixed Rate Gold Loans or any class of commitments of which any of Fixed Rate Consignments or Fixed Rate Gold Loans form a part;
(e) and the result of any of the foregoing isRegulatory Change which:
(i) changes the basis of taxation of any amounts payable to increase such Bank or the cost to the Metal Lender Issuing Bank under this Agreement or its Revolving Notes in respect of making, funding, issuing, renewing, extending or maintaining any of such Loans or Letters of Credit (other than franchise taxes and taxes imposed on the Fixed Rate Consignments overall net income of such Bank or Fixed Rate Gold Loans, orthe Issuing Bank or its Applicable Lending Office for any of such Loans or Letters of Credit by the United States of America or the jurisdiction in which such Bank or the Issuing 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 reduce the amount any extensions of principal, interest credit or other amount payable to assets of, or any deposits with or other liabilities or commitments of, such Bank or the Metal Lender hereunder on account of Issuing Bank, as the case may be, (including any of such Loans or any deposits referred to in the Fixed Rate Consignments or Fixed Rate Gold Loans, definition of “Eurodollar Rate” in Section 1.1 hereof); or
(iii) imposes any other condition affecting this Agreement or the Revolving Notes or the Letters of Credit or any of such extensions of credit or liabilities or commitments. Each Bank and the Issuing Bank, as applicable, will notify Borrower (with a copy to require Agent) of any event occurring after the Metal Lender date of this Agreement which will entitle such Bank or the Issuing Bank, as the case may be, to make compensation pursuant to this Section 5.1(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and will designate a different Applicable Lending Office for the Loans or Letters of Credit, as the case may be, affected by such event if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Bank or the Issuing Bank, as the case may be, violate any payment law, rule, or regulation or be in any way disadvantageous to forego any interest such Bank or other sum payable hereunderthe Issuing Bank. Each Bank and the Issuing Bank, as applicable, will furnish Borrower with a certificate setting forth the basis and the amount of each request of such Bank or the Issuing Bank for compensation under this Section 5.1(a). If any Bank or the Issuing Bank requests compensation from Borrower under this Section 5.1(a), Borrower may, by notice to such Bank or the Issuing Bank, as the case may be, (with a copy to Agent) suspend the obligation of such Bank to make Loans subject to Eurodollar Accounts or Continue Eurodollar Accounts as Eurodollar Accounts or Convert Base Rate Accounts into Eurodollar Accounts or suspend the obligation of the Issuing Bank to issue Letters of Credit, as applicable, until the Regulatory Change giving rise to such request ceases to be in effect (in which payment case the provisions of Section 5.4 hereof shall be applicable with respect to such Eurodollar Accounts).
(b) Without limiting the effect of the foregoing provisions of this Section 5.1, in the event that, by reason of any Regulatory Change, any Bank or foregone interest the Issuing 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 sum is calculated liabilities of such Bank or the Issuing Bank, as the case may be, which includes deposits by reference to which the gross interest rate on the Loans subject to Eurodollar Accounts is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank which includes Loans subject to Eurodollar Accounts or with respect to the Issuing Bank which includes Letters of Credit or (ii) becomes subject to restrictions on the amount of any sum receivable such a category of liabilities or deemed received by the Metal Lender for the Customers hereunderassets which it may hold, then, and in each if such caseBank or the Issuing Bank, as the case may be, so elects by notice to Borrower (with a copy to Agent), the Customers willobligation of such Bank to make Loans subject to Eurodollar Accounts or Continue Eurodollar Accounts as Eurodollar Accounts or Convert Base Rate Accounts into Eurodollar Accounts hereunder or the obligation of the Issuing Bank to issue Letters of Credit, upon demand by the Metal Lender, at any time and from time to time and as often as the occasion therefor case may arisebe, pay shall be suspended until the Regulatory Change giving rise to such request ceases to be in effect (in which case the Metal Lender such provisions of Section 5.4 hereof shall be applicable).
(c) Determinations and allocations by any Bank or the Issuing Bank for purposes of this Section 5.1 of the effect of any Regulatory Change on its costs of maintaining its obligation to make Loans, to issue Letters of Credit, of making or maintaining Loans, of making or maintaining Letters of Credit, or on amounts receivable by it in respect of the Loans or the Letters of Credit, as the case may be, and of the additional amounts as will be sufficient required to compensate such Bank or the Metal Lender for Issuing Bank in respect of any Additional Costs, shall, absent manifest error, be conclusive, provided that such additional cost, reduction, payment or foregone interest or other sumdeterminations and allocations are made on a reasonable basis.
Appears in 1 contract
Additional Costs. If any present or future applicable law(a) Subject to Section 13.6, which expressionthe Company shall pay to the Paying Agent, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with on demand for the administration or the interpretation thereof and requests, directives, instructions and notices at any time or account of each Bank from time to time hereafter made upon such amounts as such Bank may determine to be necessary to compensate it for any costs incurred by such Bank which such Bank determines are attributable to its making or otherwise issued maintaining of any Eurodollar Loan or any Bankers' Acceptance hereunder or its obligation to the Metal Lender make any such Loan hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any central bank of such Loans or other fiscal, monetary or other authority such obligation (whether or not having the force of lawsuch increases in costs and reductions in amounts receivable being herein called "Additional Costs"), shallin each case resulting from any Regulatory Change which:
(ai) subject the Metal Lender subjects such Bank (or makes it apparent that such Bank is subject) to any tax (except for taxes on income or profits)tax, levy, impost, duty, chargecharge or fee (collectively, fee"Taxes"), or any deduction or withholding for any Taxes on or from the payment due in respect of any nature with respect to the making of Fixed Rate Consignments Bankers' Acceptance or Fixed Rate Gold Loansunder any Eurodollar Loan or other amounts due hereunder, or
(b) materially change the basis of taxation (except for changes in other than income and franchise taxes on income or profits) of payments to the Metal Lender of the principal of or the interest on Fixed Rate Consignments or Fixed Rate Gold Loans jurisdiction (or any other amounts payable to the Metal Lender under this Agreement for Fixed Rate Consignments subdivision thereof) in which such Bank has an office or Fixed Rate Gold Loans, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of the Metal Lender as they relate to this Agreement, or
(d) impose on the Metal Lender any other conditions or requirements with respect to Fixed Rate Consignments or Fixed Rate Gold Loans or any class of commitments of which any of Fixed Rate Consignments or Fixed Rate Gold Loans form a part;
(e) and the result of any of the foregoing is:
(i) to increase the cost to the Metal Lender of making, funding, issuing, renewing, extending or maintaining any of the Fixed Rate Consignments or Fixed Rate Gold Loans, its Applicable Lending Office; or
(ii) to reduce changes the amount basis of principal, interest or other amount taxation of any amounts payable to the Metal Lender hereunder on account such Bank under this Agreement or its Notes in respect of any of such Loans or in respect of Bankers' Acceptances (other than changes which affect taxes measured by or imposed on the Fixed Rate Consignments overall net income or Fixed Rate Gold Loans, franchise taxes of such Bank or of its Applicable Lending Office for any of such Loans by the jurisdiction (or any subdivision thereof) in which such Bank has an office or such Applicable Lending Office); or
(iii) imposes or modifies or increases or deems applicable any reserve, special deposit or similar requirements (including, without limitation, any such requirement imposed by the Office of the Superintendent of Financial Institutions Canada) relating to require any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank or loans made by such Bank, or Bankers' Acceptances accepted by such Bank or against any other funds, obligations or other property owned or held by such Bank (including any of such Loans or, where applicable, any deposits referred to in the Metal Lender definition of "Eurodollar Base Rate" in Section 1.1 hereof or any Bankers' Acceptances) and such Bank actually incurs such additional costs. Each Bank (if so requested by the Company through the Administrative Agent) will designate a different available Applicable Lending Office for the Eurodollar Loans or the Bankers' Acceptances of such Bank or take such other action as the Company may request if such designation or action will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Bank, be disadvantageous to make any payment such Bank (provided that such Bank shall have no obligation so to designate an Applicable Lending Office for Eurodollar Loans located in the United States of America or to forego designate an Applicable Lending Office for Bankers' Acceptances located in any interest jurisdiction that is not located in Canada). Each Bank will furnish the Company with a statement setting forth the basis and amount of each request by such Bank for compensation under this Section 6.1(a); subject to Section 6.8, such certificate shall be conclusive, absent manifest error, and may be prepared using any reasonable averaging and attribution methods.
(b) Without limiting the effect of the foregoing provisions of this Section 6.1, in the event that, by reason of any Regulatory Change, any Bank either (i) incurs Additional Costs based on or other sum payable hereunder, measured by the excess above a specified level of the amount of which payment or foregone interest a category of deposits or other sum is calculated liabilities of such Bank which includes deposits by reference to which the gross interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank which includes Eurodollar Loans or Bankers' Acceptances or (ii) becomes subject to restrictions on the amount of any sum receivable such a category of liabilities or deemed received by the Metal Lender for the Customers hereunderassets which it may hold, then, if such Bank so elects by notice to the Company (with a copy to the Administrative Agent and in each such casethe Paying Agent), the Customers willobligation of such Bank to make Eurodollar Loans or accept and purchase Bankers' Acceptances, upon demand as applicable, hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (in which case the provisions of Section 6.4 hereof shall be applicable).
(c) Good faith determinations and allocations by any Bank for purposes of this Section 6.1 of the Metal Lendereffect of any Regulatory Change on its costs of maintaining its obligations to make Loans or accept and purchase Bankers' Acceptances or of making or maintaining Loans or accepting and purchasing Bankers' Acceptances on amounts receivable by it in respect of Loans or Bankers' Acceptances, at any time and from time to time and as often as of the occasion therefor may arise, pay to the Metal Lender such additional amounts as will be sufficient required to compensate the Metal Lender for such additional costBank in respect of any Additional Costs, reductionshall be conclusive, payment or foregone interest or other sumabsent manifest error.
(d) The Company's obligation to pay Additional Costs and compensation with regard to each Eurodollar Loan and each Bankers' Acceptance shall survive termination of this Agreement.
Appears in 1 contract
Additional Costs. If any present (a) If, on or future applicable law, which expressionafter the date hereof, as used hereina result of the adoption of any Requirement of Law, includes statutesor any change in any Requirement of Law, rules and regulations thereunder and interpretations or any change in the interpretation or administration thereof by any competent court or by any governmental or other regulatory body or official Governmental Authority charged with the interpretation or administration thereof, or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to the Metal Lender compliance by any central bank Bank (or other fiscal, monetary its Applicable Lending Office) with any request or other authority (whether or not having the force of law), shall:
(a) subject the Metal Lender to any tax (except for taxes on income or profits), levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to the making of Fixed Rate Consignments or Fixed Rate Gold Loans, or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to the Metal Lender of the principal of or the interest on Fixed Rate Consignments or Fixed Rate Gold Loans or any other amounts payable to the Metal Lender under this Agreement for Fixed Rate Consignments or Fixed Rate Gold Loans, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements directive (whether or not having the force of law) against assets held byof any such Governmental Authority there shall be any increase in the cost to any Bank of agreeing to make or making, funding or deposits maintaining its Loan (other than taxes, which shall be treated in or accordance with Section 5.05 hereof), then such Bank shall, promptly after the occurrence of such event, notify the Borrower thereof, and the Borrower shall, subject to clause (c) below, pay to the Administrative Agent for the account of such Bank the amount stated in such notification as required to indemnify such Bank against such increased cost, such amount to be payable within ten days after the Borrower's receipt of such notification.
(b) If any Bank shall have determined that, after the date hereof, the adoption of any Requirement of Law regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, has or would have the effect of reducing the rate of return on capital of such Bank (or its parent) as a consequence of such Bank's obligations hereunder or its Loan to a level below that which such Bank (or its parent) could have achieved but for such adoption, change, request or directive by an amount reasonably deemed by it to be material, then from time to time, such Bank shall, promptly after the occurrence of such reduction, notify the Borrower thereof, and the Borrower shall, subject to clause (c) below, pay to such Bank the amount stated in such notification as required to indemnify such Bank (or its parent) against such reduction, such amount to be payable within ten days after the Borrower's receipt of such notification.
(c) Each Bank will promptly notify the Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section. Before giving any such notice pursuant to this subsection (c) such Bank shall designate a different Applicable Lending Office or take such other action as it deems appropriate in its reasonable judgment if such designation or other action (x) will, in the reasonable judgment of such Bank, avoid the need for, or reduce the amount of, or loans bysuch compensation and (y) will not, or commitments in the reasonable judgment of such Bank, be materially disadvantageous to such Bank. A notification of any Bank claiming compensation under this Section 5.01 setting forth in reasonable detail the calculation of the Metal Lender as they relate additional amount or amounts to this be paid to it hereunder, shall be conclusive and binding on the Borrower in the absence of manifest error. If the Borrower receives any such notification from a Bank, it shall have the right, subject to giving five Business Days' notice to the Administrative Agent, to cancel the Commitment of such Bank and, without penalty or premium but subject to Sections 2.06 and 5.04, to prepay the full outstanding principal amount of such Bank's Loan, together with accrued interest thereon and all other amounts payable to such Bank hereunder. Credit Agreement, or
(d) impose on Without duplication of Section 5.01(a), the Metal Lender any other conditions or requirements Borrower shall pay to each Bank, so long as such Bank shall be required under regulations of the Board of Governors of the Federal Reserve System to maintain reserves with respect to Fixed Rate Consignments liabilities or Fixed Rate Gold Loans assets consisting of or any class of commitments of which any of Fixed Rate Consignments or Fixed Rate Gold Loans form a part;
(e) and including Eurocurrency Liabilities, additional interest on the result of any unpaid principal amount of the foregoing is:
Loan of such Bank, from and including the date of such Loan until such principal amount is paid in full, at an interest rate per annum equal at all times to the remainder obtained by subtracting (i) to increase the cost to LIBO Rate for the Metal Lender of making, funding, issuing, renewing, extending or maintaining any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
relevant Interest Period from (ii) the rate obtained by dividing such LIBO Rate by a percentage equal to reduce 100% minus the Eurodollar Rate Reserve Percentage of such Bank for such Interest Period, payable on each date on which interest is payable on such Loan, provided, that if any Bank claims amounts under this clause (d) in respect of its Loan, the Borrower shall have the right, subject to giving five Business Days' notice to the Administrative Agent without penalty or premium but subject to Sections 2.06 and 5.04, to prepay the principal amount of principalsuch Loan, together with accrued interest or thereon and all other amount amounts payable to the Metal Lender hereunder on account of any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(iii) to require the Metal Lender to make any payment or to forego any such Bank hereunder. Such additional interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated shall be determined by reference such Bank and notified to the gross amount of any sum receivable or deemed received by Borrower through the Metal Lender for the Customers hereunder, then, and in each such case, the Customers will, upon demand by the Metal Lender, at any time and from time to time and as often as the occasion therefor may arise, pay to the Metal Lender such additional amounts as will be sufficient to compensate the Metal Lender for such additional cost, reduction, payment or foregone interest or other sumAdministrative Agent.
Appears in 1 contract
Additional Costs. If any present or future applicable lawIn addition to, which expressionand not in limitation of the immediately preceding subsection, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or Borrower shall promptly pay to the interpretation thereof and requests, directives, instructions and notices at any time or Administrative Agent for the account of a Lender from time to time hereafter made upon such amounts as such Lender may determine to be necessary to compensate such Lender for any costs incurred by such Lender that it determines are attributable to its making or otherwise issued to the Metal Lender by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject the Metal Lender to any tax (except for taxes on income or profits), levy, impost, duty, charge, fee, deduction or withholding maintaining of any nature with respect to the making of Fixed Rate Consignments or Fixed Rate Gold Loans, or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to the Metal Lender of the principal of or the interest on Fixed Rate Consignments or Fixed Rate Gold Term SOFR Loans or its obligation to make any other amounts payable to the Metal Term SOFR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement for Fixed Rate Consignments or Fixed Rate Gold Loans, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of the Metal Lender as they relate to this Agreement, or
(d) impose on the Metal Lender any other conditions or requirements with Loan Documents in respect to Fixed Rate Consignments or Fixed Rate Gold Loans or any class of commitments of which any of Fixed Rate Consignments or Fixed Rate Gold Loans form a part;
(e) and the result of any of such Term SOFR Loans or such obligation or the foregoing ismaintenance by such Lender of capital in respect of its Term SOFR Loans or its Commitments (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any Regulatory Change that:
(i) changes the basis of taxation of any amounts payable to increase the cost to the Metal such Lender of making, funding, issuing, renewing, extending under this Agreement or maintaining any of the Fixed Rate Consignments other Loan Documents in respect of any of such Term SOFR Loans or Fixed Rate Gold Loans, orits Commitments (other than Indemnified Taxes or Excluded Taxes);
(ii) to reduce imposes or modifies any reserve, special deposit, compulsory loan, insurance charge or similar requirements (other than Regulation D of the amount of principal, interest FRB or other amount payable similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on Term SOFR Loans is determined to the Metal extent utilized when determining Term SOFR for such Loans) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender hereunder on account (or its parent corporation), or any commitment of any such Lender (including, without limitation, the Commitments of the Fixed Rate Consignments or Fixed Rate Gold Loans, such Lender hereunder); or
(iii) to require imposes on any Lender or the Metal Lender to make applicable interbank market any payment other condition, cost or to forego any interest expense (other than Taxes) affecting this Agreement or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated Loans made by reference to the gross amount of any sum receivable or deemed received by the Metal Lender for the Customers hereunder, then, and in each such case, the Customers will, upon demand by the Metal Lender, at any time and from time to time and as often as the occasion therefor may arise, pay to the Metal Lender such additional amounts as will be sufficient to compensate the Metal Lender for such additional cost, reduction, payment or foregone interest or other sum.
Appears in 1 contract
Additional Costs. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to the Metal Lender by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject In the Metal Lender to event that compliance by any tax (except for taxes on income Bank with any future request or profits), levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to the making of Fixed Rate Consignments or Fixed Rate Gold Loans, or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to the Metal Lender of the principal of or the interest on Fixed Rate Consignments or Fixed Rate Gold Loans or any other amounts payable to the Metal Lender under this Agreement for Fixed Rate Consignments or Fixed Rate Gold Loans, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements directive (whether or not having the force of law) against assets held by, made or deposits in issued after the date hereof or any Regulatory Change (including for the account purposes of this Section 2.15, any law, rule, regulation or guidelines adopted at any time, whether or not such law, rule, regulation or guidelines was in effect on or prior to the date hereof, pursuant to or arising out of the June 2004 Report of the Basel Committee on Banking Supervision entitled “International Convergence of Capital Measurement and Capital Standards: A Revised Framework” and any amendments thereto or other or subsequent report of the Basel Committee) shall (i) change the basis of taxation of any amounts payable to such Bank under this Agreement or the Notes in respect of any Loans (other than taxes imposed on the overall net income of such Bank for any such Loans by the United States of America or the jurisdiction in which such Bank has its principal office or in which its Lending Office is located); (ii) impose or modify any reserve, Federal Deposit Insurance Corporation premium or assessment, special deposit or similar requirements relating to any extensions of credit or other assets of, or loans byany deposits with or other liabilities of, such Bank; or commitments of the Metal Lender as they relate to this Agreement, or
(diii) impose on the Metal Lender any other conditions affecting this Agreement or requirements with the Notes in respect to Fixed Rate Consignments or Fixed Rate Gold of Loans (or any class of commitments such extensions of which any of Fixed Rate Consignments credit, assets, deposits or Fixed Rate Gold Loans form a part;
(e) liabilities); and the result of any of the foregoing is:
event referred to in clause (i), (ii) or (iii) above shall be to increase the cost to the Metal Lender such Bank’s costs of making, funding, issuing, renewing, extending making or maintaining any of the Fixed Rate Consignments Loans or Fixed Rate Gold Loansits Commitment, or
(ii) or to reduce the any amount of principal, interest or other amount payable to the Metal Lender receivable by such Bank hereunder on account in respect of any of Loans or its Commitment (such increases in costs and reductions in amounts receivable are hereinafter referred to as “Additional Costs”), then the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(iii) Borrower shall pay to require the Metal Lender to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Metal Lender for the Customers hereunder, then, and in each such case, the Customers will, upon demand by the Metal Lender, at any time and Bank from time to time and as often as the occasion therefor may arisespecified by such Bank, pay to the Metal Lender such additional commitment fees or other amounts as will which shall be sufficient to compensate the Metal Lender such Bank for such additional costAdditional Costs, reductiontogether with interest on each such amount which is not paid within thirty (30) days after demand by such Bank, payable at the Post-Default Rate, but not for a period prior to such demand of more than forty-five (45) days.
(b) Each Bank agrees that it will use reasonable commercial efforts to notify the Borrower of any event of which it has knowledge that will entitle such Bank to receive a payment in respect of an Additional Cost and to deliver a certificate of a responsible officer of such Bank setting forth (i) the Regulatory Change that is the basis for the claim, (ii) the amount or foregone interest amounts necessary to compensate such Bank for such Additional Cost and (iii) reasonable detail of the calculations of the amount necessary to compensate such Bank for such Additional Cost. All determinations, estimates, assumptions, allocations, and the like required for the determination of such amount or other sumamounts shall be made by each Bank, in good faith, but a Bank’s judgment thereon shall be conclusive and binding upon Borrower absent manifest error or willful misconduct. Any failure by any Bank to comply with this subparagraph shall not relieve the Borrower from its obligations under the Loan Documents.
Appears in 1 contract
Additional Costs. If (a) Within thirty (30) days of any present or future applicable lawdemand therefor, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or Borrower shall pay directly to each Bank from time to time hereafter made upon on demand such amounts as such Bank may reasonably determine to be necessary to compensate it for any costs which such Bank determines are attributable to its making or otherwise issued maintaining any Eurocurrency Loans under this Agreement or its Note or its obligation to make any such Loans hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any Regulatory Change, or any Reserve Requirement for any such Loans which: (i) changes the basis of taxation of any amounts payable to such Bank under this Agreement or its Note in respect of any of such Loans (other than taxes imposed on the overall net income of such Bank by the jurisdiction in which such Bank has its principal office); or (ii) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any of such Loans or any deposits referred to in the definition of “LIBOR Rate” in Section 1.01); or (iii) imposes any other condition affecting this Agreement or its Note (or any of such extensions of credit or liabilities). Each Bank will notify the Borrower of any event occurring after the Original Effective Date which will entitle such Bank to compensation pursuant to this Section 3.01(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. The amount payable to any such Bank shall be computed from the date of the occurrence giving rise to Additional Cost, or the date that is one hundred twenty (120) days prior to the Metal Lender date of demand by such Bank, whichever is later. If any central bank Bank requests compensation from the Borrower under this Section 3.01(a), or under Section 3.01(c), the Borrower may, by notice to such Bank (with a copy to the Agent), suspend the obligation of such Bank to maintain Loans of the type with respect to which such compensation is requested (in which case the provisions of Section 3.04 shall be applicable).
(b) Without limiting the effect of the foregoing provisions of this Section 3.01, in the event that, by reason of any Regulatory Change, any Bank either: (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other fiscal, monetary liabilities of such Bank which includes deposits by reference to which the interest rate on Eurocurrency Loans is determined as provided in this Agreement or a category of extensions of credit or other authority assets of such Bank which includes 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 Bank so elects by notice to the Borrower (with a copy to the Agent), the obligation of such Bank to make 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 3.04 shall be applicable).
(c) Without limiting the effect of the foregoing provisions of this Section 3.01 (but without duplication), the Borrower shall pay directly to each Bank from time to time on request such amounts as such Bank may reasonably determine to be necessary to compensate such Bank for any costs which it determines are attributable to the maintenance of capital by it or any of its Affiliates pursuant to any future law or regulation of any jurisdiction or any interpretation, directive or request (whether or not having the force of law)law and whether in effect on the Original Effective Date or thereafter) of any court or governmental or monetary authority in respect of its Loan hereunder or its obligation to make its Loan hereunder (such compensation to include, shall:
(a) subject the Metal Lender without limitation, an amount equal to any tax 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 Borrower if it is entitled to compensation pursuant to this Section 3.01(c) as promptly as practicable after it determines to request such compensation. The amount payable to any Bank shall be computed from the date of the occurrence entitling such Bank to compensation, or the date that is one hundred twenty (except for taxes on income or profits), levy, impost, duty, charge, fee, deduction or withholding of any nature with respect 120) days prior to the making date of Fixed Rate Consignments or Fixed Rate Gold Loansdemand by such Bank, or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to the Metal Lender of the principal of or the interest on Fixed Rate Consignments or Fixed Rate Gold Loans or any other amounts payable to the Metal Lender under this Agreement for Fixed Rate Consignments or Fixed Rate Gold Loans, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of the Metal Lender as they relate to this Agreement, orwhichever is later.
(d) impose Determinations and allocations by a Bank for purposes of this Section 3.01 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 the Metal Lender any other conditions its costs of making or requirements with respect to Fixed Rate Consignments or Fixed Rate Gold maintaining Loans or any class its obligation to make Loans, or on amounts receivable by, or the rate of commitments return to, it in respect of which any of Fixed Rate Consignments Loans or Fixed Rate Gold Loans form a part;
(e) such obligation, and the result of any of the foregoing is:
(i) to increase the cost to the Metal Lender of making, funding, issuing, renewing, extending or maintaining any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(ii) to reduce the amount of principal, interest or other amount payable to the Metal Lender hereunder on account of any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(iii) to require the Metal Lender to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Metal Lender for the Customers hereunder, then, and in each such case, the Customers will, upon demand by the Metal Lender, at any time and from time to time and as often as the occasion therefor may arise, pay to the Metal Lender such additional amounts as will be sufficient required to compensate the Metal Lender for such additional costBank under this Section 3.01, reductionshall be conclusive, payment or foregone interest or other sumprovided that such determinations and allocations are made on a reasonable basis.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Hardinge Inc)
Additional Costs. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with (a) The Company shall pay to the administration or Administrative Agent for the interpretation thereof and requests, directives, instructions and notices at any time or account of each Lender from time to time hereafter made upon such 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, maintaining, converting or otherwise issued continuing of any Loans hereunder to the Metal Company or any other Borrower or its obligation to make any of such Loans hereunder to the Company or any other Borrower, or any reduction in any amount receivable by such Lender by in respect of any central bank of such Loans or other fiscal, monetary or other authority such obligation (whether or not having the force of lawsuch increases in costs and reductions in amounts receivable being herein called “Additional Costs”), shallin each case resulting from any Regulatory Change which:
(ai) subject subjects the Metal Lender or Issuing Bank to any tax Taxes on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto (except for taxes on income or profitsother than Indemnified Taxes covered by Section 5.08 and Excluded Taxes), levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to the making of Fixed Rate Consignments or Fixed Rate Gold Loans, ; or
(bii) materially change the basis of taxation (except for changes in taxes on income imposes, modifies or profits) of payments to the Metal Lender of the principal of or the interest on Fixed Rate Consignments or Fixed Rate Gold Loans or deems applicable any other amounts payable to the Metal Lender under this Agreement for Fixed Rate Consignments or Fixed Rate Gold Loansreserve, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserveliquidity or similar requirement (including any compulsory loan requirement, assessment, liquidity, capital adequacy insurance charge or other similar requirements (whether or not having the force of lawassessment) against assets held byof, or deposits in with or for the account of, or loans credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted Term SOFR Rate) or commitments of the Metal Lender as they relate to this Agreement, or
(d) impose on the Metal Lender any other conditions or requirements with respect to Fixed Rate Consignments or Fixed Rate Gold Loans or any class of commitments of which any of Fixed Rate Consignments or Fixed Rate Gold Loans form a part;
(e) and the result of any of the foregoing is:
(i) to increase the cost to the Metal Lender of making, funding, issuing, renewing, extending or maintaining any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(ii) to reduce the amount of principal, interest or other amount payable to the Metal Lender hereunder on account of any of the Fixed Rate Consignments or Fixed Rate Gold Loans, Issuing Bank; or
(iii) imposes any other condition, cost or expense affecting this Agreement (or any of such extensions of credit or liabilities). Each Lender (such term to require include the Metal Issuing Bank for purposes of this Section 6.01(a), solely in the case of and with respect to (i) above) will notify the Company through the Administrative Agent of any event occurring after the Original Closing Date which will entitle such Lender to compensation pursuant to this Section 6.01(a) (an “Additional Cost Event”) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided, that the 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 (or such longer period if such Additional Cost Event is given retroactive effect). Each Lender will furnish the Company with a statement setting forth the calculations and the basis therefor, in each case in reasonable detail, and amount of each request by such Lender for compensation under this Section 6.01(a). If any Lender requests compensation from the Company under this Section 6.01(a), the Company may, by notice to such Lender through the Administrative Agent, suspend the obligation of such Lender to make additional Loans of the Type for which compensation is requested to the Company until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 6.04 hereof shall be applicable).
(b) Without limiting the effect of the foregoing provisions of this Section 6.01, in the event that, by reason of any payment Regulatory Change, any Lender either (i) incurs Additional Costs based on or to forego any interest or other sum payable hereunder, measured by the excess above a specified level of the amount of which payment or foregone interest a category of deposits or other sum is calculated liabilities of such Lender which includes deposits by reference to which the gross interest rate on Term Benchmark Loans or CDOR Loans, as the case may be, is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender which includes Term Benchmark Loans or CDOR Loans, as the case may be, or (ii) becomes subject to restrictions on the amount of any sum receivable such a category of liabilities or deemed received by the Metal Lender for the Customers hereunderassets which it may hold, then, and in each if such caseLender so elects by notice to the Company (with a copy to the Administrative Agent), the Customers willobligation of such Lender to make Term Benchmark Loans or CDOR Loans, upon demand as the case may be, hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (in which case the provisions of Section 6.04 hereof shall be applicable).
(c) Determinations and allocations by any Lender for purposes of this Section 6.01 of the Metal Lendereffect of any Regulatory Change on its costs of maintaining its obligations to make Loans or of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts required to compensate such Lender in respect of any Additional Costs, shall be conclusive absent manifest error, provided that such determinations and allocations are made on a reasonable basis.
(d) If any Lender demands compensation under this Section, the Company may, at any time and from time upon at least three (3) Business Days’ prior notice to time and as often as such Lender through the occasion therefor may ariseAdministrative Agent, pay convert in full the then outstanding Term Benchmark Loans denominated in Dollars 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 the Metal Lender such additional amounts as will be sufficient affected Term Benchmark Loan, to compensate the Metal Lender reimburse such Lender, in accordance with Section 6.05, for such additional cost, reduction, payment any resulting loss or foregone interest or other sumexpense incurred by it) to an ABR Loan.
Appears in 1 contract
Sources: Credit Agreement (Iron Mountain Inc)
Additional Costs. If any present or future applicable law(a) Borrower shall pay to Agent, which expressionfor Agent and the Ratable benefit of the Lenders, from time to time, as used hereinapplicable, includes statuteswithin ten (10) Business Days after demand therefor by Agent, rules such amounts as each Recipient may reasonably and regulations thereunder in good faith determine to be sufficient to compensate such Recipient for any increase in costs that such Recipient reasonably determines are attributable to its making or maintaining of any portion of the Loan or, with respect to Agent, its obligation to administer the Loan hereunder, or any reduction in any amount receivable by such Recipient hereunder or such obligation (such increases in costs and interpretations thereof reductions in amounts receivable being herein called “Additional Costs”), in each case resulting from and limited to the amounts necessary to compensate each Recipient for any Regulatory Change (i) which affects similarly situated banks or financial institutions generally and is not applicable to such Recipient primarily by reason of such Recipient’s particular conduct or condition and (ii) which:
(A) subjects any competent court or by Recipient to any governmental Taxes (other than (1) Indemnified Taxes, (2) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (3) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other regulatory body obligations or official charged its deposits, reserves, other liabilities or capital attributable thereto; or
(B) imposes or modifies any reserve, special deposit or similar requirements (other than the Reserve Requirement utilized in the determination of the LIBOR Base Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Recipient (including, without limitation, any such deposits referred to in the administration definition of “LIBOR Base Rate”), or any commitment of such Recipient (including, without limitation, the commitment of such Recipient hereunder); or
(C) imposes any other condition affecting this Agreement or the interpretation thereof Note (or any of such extensions of credit or liabilities referred to in subdivision (B) above). No Lender shall require Borrower to pay any amounts under this Section 2.2.4(a) unless such Lender takes similar action with respect to other similarly situated borrowers with respect to loans where such Lender has a contractual right to do so.
(b) Without limiting the effect of the provisions of clause (a) of this Section 2.2.4 (but without duplication), in the event that, by reason of any Regulatory Change which affects similarly situated banks or financial institutions generally and requestsis not applicable to a Lender primarily by reason of such Lender’s particular conduct or condition, directivesany Lender 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 that includes deposits by reference to which the LIBOR Base Rate is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender that includes the portion of the Loan evidenced by such Lender’s Note, instructions then, if such Lender so elects by notice to Agent and notices Borrower, the obligation of such Lender to make or continue such portion of the Loan based on the LIBOR Base Rate hereunder shall be suspended effective on the last day of the then current Interest Period, until such Regulatory Change ceases to be in effect and the portion of the Loan evidenced by such Lender’s Note shall, during such suspension, bear interest at any time or the Reference Rate plus the Margin.
(c) Without limiting the effect of the foregoing provisions of this Section 2.2.4 (but without duplication), Borrower shall pay to each Lender from time to time hereafter made upon on request such amounts as such Lender may reasonably determine to be necessary to compensate such Lender (or, without duplication, the bank or otherwise issued bank holding company of which such Lender is a subsidiary) for any increase in costs that it reasonably and in good faith determines are attributable to the Metal maintenance by such Lender by (or any central Applicable Lending Office or such parent bank or other fiscalbank holding company of such Lender), monetary pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law) of any Governmental Authority (i) arising out of any Regulatory Change or (ii) implementing, after the date of this Agreement, any capital guideline or other authority requirement (whether or not having the force of law), shall:
(a) subject the Metal Lender to any tax (except for taxes on income or profits), levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to the making of Fixed Rate Consignments or Fixed Rate Gold Loans, or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to the Metal Lender of the principal of or the interest on Fixed Rate Consignments or Fixed Rate Gold Loans or any other amounts payable to the Metal Lender under this Agreement for Fixed Rate Consignments or Fixed Rate Gold Loans, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of the Metal Lender as they relate to this Agreement, or
(d) impose on the Metal Lender any other conditions or requirements with respect to Fixed Rate Consignments or Fixed Rate Gold Loans or any class of commitments of which any of Fixed Rate Consignments or Fixed Rate Gold Loans form a part;
(e) and the result of any of the foregoing is:
(i) to increase the cost to the Metal Lender of making, funding, issuing, renewing, extending or maintaining any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(ii) to reduce the amount of principal, interest or other amount payable to the Metal Lender hereunder on account of any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(iii) to require the Metal Lender to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Metal Lender for the Customers hereunder, then, and in each such case, the Customers will, upon demand by the Metal Lender, at any time and from time to time and as often as the occasion therefor may arise, pay to the Metal Lender such additional amounts as will be sufficient to compensate the Metal Lender for such additional cost, reduction, payment or foregone interest or other sum.
Appears in 1 contract
Additional Costs. If any present or future applicable law, which expression, as used herein, includes statutes, rules Borrower shall pay directly to each Bank 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 Issuing Bank from time to time hereafter made upon on demand such amounts as may be necessary to compensate it for any increased costs incurred by it which are attributable to its making, Converting, Continuing or otherwise issued maintaining any Loan, or its obligation to the Metal Lender make, Convert, Continue or maintain a Loan, or its obligation to issue, maintain or participate in any Letter of Credit, or any reduction in any amount receivable by such Bank hereunder in respect of any central bank Loan or other fiscal, monetary or other authority such obligations (whether or not having the force of lawsuch increases in costs and reductions in amounts receivable being herein called “Additional Costs”), shallin each case resulting from any Regulatory Change which:
(a1) subject the Metal Lender any Recipient to any tax Taxes (except for taxes other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on income its loans, loan principal, letters of credit, commitments, or profits)other obligations, levyor its deposits, impostreserves, duty, charge, fee, deduction other liabilities or withholding of any nature with respect to the making of Fixed Rate Consignments or Fixed Rate Gold Loans, capital attributable thereto; or
(b2) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to the Metal Lender of the principal of or the interest on Fixed Rate Consignments or Fixed Rate Gold Loans or any other amounts payable to the Metal Lender under this Agreement for Fixed Rate Consignments or Fixed Rate Gold Loans, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere the LIBOR Reserve Requirement is taken into account in this Agreementdetermining the LIBOR Rate at the commencement of the applicable Interest Period) imposes or modifies any reserve, special deposit, reservecompulsory loan, deposit insurance or assessment, liquidityminimum capital, capital adequacy ratio or similar requirements relating to any extensions of credit or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans byany deposits with or other liabilities of, such Bank (including any LIBOR Loan or LIBOR Bid Rate Loan or any deposits referred to in the definition of “LIBOR Interest Rate” in Section 1.01), or commitments any commitment of the Metal Lender as they relate to such Bank (including such Bank’s Loan Commitment hereunder); or
(3) imposes any other condition, cost or expense (other than Taxes) affecting this Agreement, or
(d) impose on the Metal Lender any other conditions or requirements with respect to Fixed Rate Consignments or Fixed Rate Gold Loans or any class of commitments of which the Notes (or any of Fixed Rate Consignments such extensions of credit or Fixed Rate Gold Loans form a part;
(e) and liabilities or the result London interbank market). Without limiting the effect of the provisions of the first paragraph of this Section, in the event that, by reason of any Regulatory Change, any Bank either (1) incurs Additional Costs based on or measured by the excess above a specified level of the foregoing is:
(i) to increase the cost to the Metal Lender of making, funding, issuing, renewing, extending or maintaining any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(ii) to reduce the amount of principal, interest a category of deposits of other liabilities of such Bank which includes deposits by reference to which the LIBOR Interest Rate is determined as provided in this Agreement or a category of extensions of credit or other amount payable assets of such Bank which includes loans based on the LIBOR Interest Rate or (2) becomes subject to the Metal Lender hereunder restrictions on account of any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(iii) to require the Metal Lender to make any payment or to forego any interest or other sum payable hereunder, the amount of such a category of liabilities or assets which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Metal Lender for the Customers hereunderit may hold, then, and in each if such caseBank so elects by notice to Borrower (with a copy to Administrative Agent), the Customers willobligation of such Bank to permit Elections of, upon demand to Continue, or to Convert Base Rate Loans into, LIBOR 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. Determinations and allocations by a Bank for purposes of this Section of the Metal Lender, at effect of any time and from time to time and as often as the occasion therefor may arise, pay Regulatory Change pursuant to the Metal Lender such additional first or second paragraph of this Section, on its costs or rate of return of making or maintaining its Loan or portions thereof or on amounts as will be sufficient receivable by it in respect of its Loan or portions thereof, and the amounts required to compensate the Metal Lender for such additional costBank under this Section, reduction, payment or foregone interest or other sumshall be included in a calculation of such amounts given to Borrower and shall be conclusive absent manifest error.
Appears in 1 contract
Sources: Revolving Loan Agreement (Avalonbay Communities Inc)
Additional Costs. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or (a) The Company shall pay directly to each Bank from time to time hereafter made upon on demand such amounts as such Bank may determine to be necessary to compensate it for any costs which such Bank determines are attributable to its making or otherwise issued maintaining any Eurocurrency Loan or Eurocurrency Loans under this Agreement or its Notes or its obligation to make any such Loan or Loans hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any such Loan or Loans 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 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 Bank or of its Lending Office for any of such Loans by the jurisdiction in which such Bank has its principal office or such Lending Office); (ii) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirement relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any of such Loans or any deposits referred to in the definition of "Fixed Base Rate" in Section 1.1; or (iii) imposes any other condition affecting this Agreement or its Notes (or any of such extensions of credit or liabilities). Each Bank will notify the Company of any event occurring after the date of this Agreement which will entitle such Bank to compensation pursuant to this Section 3.1(a) as promptly as practicable after such Bank obtains knowledge thereof and determines to request such compensation. Such notice will set forth in reasonable detail the calculation of any Additional Costs due hereunder. If any Bank requests compensation from the Company under this Section 3.1(a), or under Section 3.1(c), the Company may, by notice to such Bank (with a copy to the Metal Lender Agent), require that such Bank's Loans of the type with respect to which such compensation is requested be converted in accordance with Section 3.4.
(b) Without limiting the effect of the foregoing provisions of this Section 3.1, if, by reason of any central bank Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other fiscal, monetary liabilities of such Bank which includes deposits by reference to which the interest rate on Eurocurrency Loans is determined as provided in this Agreement or a category of extensions of credit or other authority assets of such Bank which includes 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 Bank so elects by notice to the Company (with a copy to the Agent), the obligation of such Bank to make or renew, and to convert Loans of any other type into, Loans of such type hereunder shall be suspended until the date such Regulatory Change ceases to be in effect, and all Loans of such type held by such Bank then outstanding shall be converted in accordance with Section 3.4.
(c) Without limiting the effect of the foregoing provisions of this Section 3.1 (but without duplication), the Company shall pay directly to each Bank from time to time on demand such amounts as such Bank may determine to be necessary to compensate such Bank for any costs which such Bank determines are attributable to the maintenance by it, pursuant to any law or regulation of any jurisdiction or any interpretation, directive or request (whether or not having the force of law)law and whether in effect on the date of this Agreement or thereafter) of any court of governmental or monetary authority, shall:
of capital in respect of its Loans hereunder or its obligation to make Loans hereunder (a) subject the Metal Lender such compensation to include an amount equal to any tax (except reduction in return on assets or equity of such Bank to a level below that which it could have achieved but for taxes on income such law, regulation, interpretation, directive or profitsrequest). Each Bank will notify the Agent if such Bank is entitled to compensation pursuant to this Section 3.1(c) as promptly as practicable after such Bank it determines to request such compensation, levy, impost, duty, charge, fee, deduction or withholding and the Agent will notify the Company. Such notice will set forth in reasonable detail the calculation of any nature with respect to the making of Fixed Rate Consignments or Fixed Rate Gold Loans, or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to the Metal Lender of the principal of or the interest on Fixed Rate Consignments or Fixed Rate Gold Loans or any other amounts payable to the Metal Lender under this Agreement for Fixed Rate Consignments or Fixed Rate Gold Loans, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of the Metal Lender as they relate to this Agreement, ordue hereunder.
(d) impose Determinations and allocations by a Bank for purposes of this Section 3.1 of the effect of any Regulatory Change pursuant to Sections 3.1(a) or 3.1(b), or of the effect of capital maintained pursuant to Section 3.1(c), on the Metal Lender any other conditions its costs of making or requirements with respect to Fixed Rate Consignments or Fixed Rate Gold maintaining Loans or any class its obligation to make Loans, or on amounts receivable by, or the rate of commitments return to, such Bank in respect of which any of Fixed Rate Consignments Loans or Fixed Rate Gold Loans form a part;
(e) such obligation, and the result of any of the foregoing is:
(i) to increase the cost to the Metal Lender of making, funding, issuing, renewing, extending or maintaining any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(ii) to reduce the amount of principal, interest or other amount payable to the Metal Lender hereunder on account of any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(iii) to require the Metal Lender to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Metal Lender for the Customers hereunder, then, and in each such case, the Customers will, upon demand by the Metal Lender, at any time and from time to time and as often as the occasion therefor may arise, pay to the Metal Lender such additional amounts as will be sufficient required to compensate the Metal Lender for such additional costBank under this Section 3.1, reductionshall be conclusive, payment or foregone interest or other sumprovided that such determinations and allocations are made on a reasonable basis.
Appears in 1 contract
Sources: Credit Agreement (Macdermid Inc)
Additional Costs. If (a) The Borrower shall pay to the Agent on behalf of any present or future applicable lawBank, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon time, within two days of the demand of any such Bank, such amounts as such Bank may reasonably determine to be necessary to compensate it for any costs which such Bank reasonably determines are attributable to its obligation to make any Loan hereunder, or otherwise issued to the Metal Lender any reduction in any amount receivable by such Bank hereunder in respect of any central bank such Loans or other fiscal, monetary or other authority such obligation (whether or not having the force of lawsuch increases in costs and reductions in amounts receivable being herein called "Additional Costs"), shall:
resulting from any Regulatory Change which: (ai) subject the Metal Lender to any tax (except for taxes on income or profits), levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to the making of Fixed Rate Consignments or Fixed Rate Gold Loans, or
(b) materially change changes the basis of taxation of any amounts payable to such Bank under this Agreement or its Note or any Letter of Credit or any Documentary Banker's Acceptance in respect of any of such Loans or obligations (except for changes in other than taxes imposed on the overall net income or profitsfranchise of such Bank or of its Lending Office for any of such Loans by the jurisdiction in which such Bank has its principal office or such Lending Office); or (ii) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating to any extensions of payments to the Metal Lender credit or other assets of, or any deposits with or other liabilities of, such Bank (including any of the principal of or the interest on Fixed Rate Consignments or Fixed Rate Gold such Loans or any deposits referred to in the definitions of "LIBOR Loans" or "Letters of Credit" or "Documentary Banker's Acceptances" in Section 1.1); or (iii) imposes any other amounts payable to the Metal Lender under this Agreement for Fixed Rate Consignments or Fixed Rate Gold Loans, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of the Metal Lender as they relate to condition affecting this Agreement, or
or its Note (dor any of such extensions of credit or liabilities) impose or any Letter of Credit or any Documentary Banker's Acceptance and such Bank's obligations with respect thereto. Each Bank will notify the Agent, and the Agent shall notify the Borrower of any event occurring after the date of this Agreement which will entitle such Bank to compensation pursuant to this Section 4.2(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, which notice shall set forth the basis of the calculation of such additional compensation. The determination by any Bank of such amount, if done in good faith on the Metal Lender any other conditions or requirements with respect to Fixed Rate Consignments or Fixed Rate Gold Loans or any class of commitments of which any of Fixed Rate Consignments or Fixed Rate Gold Loans form a part;
(e) and the result basis of any of reasonable method, shall, in the foregoing is:
(i) to increase the cost to the Metal Lender of making, funding, issuing, renewing, extending or maintaining any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(ii) to reduce the amount of principal, interest or other amount payable to the Metal Lender hereunder on account absence of any of the Fixed Rate Consignments or Fixed Rate Gold Loansdemonstrable error, or
(iii) to require the Metal Lender to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Metal Lender for the Customers hereunder, then, and in each such case, the Customers will, upon demand by the Metal Lender, at any time and from time to time and as often as the occasion therefor may arise, pay to the Metal Lender such additional amounts as will be sufficient to compensate the Metal Lender for such additional cost, reduction, payment or foregone interest or other sumconclusive.
Appears in 1 contract
Additional Costs. If In the event that the adoption after the Effective Date of any present or future applicable law, which expressiontreaty, as used hereinrule or regulation (whether domestic or foreign), includes statutesor any interpretation or administration after the Effective Date of any applicable law, rules and regulations thereunder and interpretations thereof by any competent court treaty, rule or regulation (whether domestic or foreign) by any governmental or other regulatory body or official authority charged with the interpretation or administration thereof, or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to the Metal Lender compliance by any central bank Bank with any request or other fiscal, monetary or other directive of any such authority (whether or not having the force of law), shall:
shall (a) subject the Metal Lender to any tax (except for taxes on income or profits), levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to the making of Fixed Rate Consignments or Fixed Rate Gold Loans, or
(b) materially change affect the basis of taxation (except for changes in taxes on income or profits) of payments to the Metal Lender any Bank of the principal of or the interest on Fixed Rate Consignments or Fixed Rate Gold Loans or any other amounts payable to by the Metal Lender Borrowers under this Agreement for Fixed Rate Consignments or Fixed Rate Gold Loans, or
(c) impose or increase or render applicable (other than to federal or state income taxes or taxes imposed on the extent specifically provided for elsewhere in this Agreementoverall net income of the Bank or the Michigan Single Business Tax), or (b) shall impose, modify or deem applicable any special deposit, reserve, assessment, liquidity, capital adequacy special deposit or other similar requirements (whether or not having the force of law) requirement against assets held byof, or deposits in with or for the account of, or loans bycredit extended by any Bank, or commitments of the Metal Lender as they relate (c) shall impose any penalty or other condition with respect to this Agreement, or
(d) impose on the Metal Lender any other conditions Notes or requirements with respect to Fixed Rate Consignments or Fixed Rate Gold Loans or any class of commitments of which any of Fixed Rate Consignments or Fixed Rate Gold Loans form a part;
(e) the Loans, and the result of any of the foregoing is:
(i) is to increase the cost to the Metal Lender any Bank of making, funding, issuing, renewing, extending making or maintaining any of the Fixed Rate Consignments Loan or Fixed Rate Gold Loans, or
(ii) to reduce the amount of principal, interest or other amount payable to the Metal Lender hereunder on account of any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(iii) to require the Metal Lender to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Metal Lender for the Customers hereundersuch Bank thereon, then, and in each such caseprovided the Bank has complied with the notice provisions of this Section 5.1, the Customers willBorrowers shall pay to such Bank, upon demand by the Metal Lender, at any time and from time to time and as often as the occasion therefor may ariseupon request by such Bank, pay to the Metal Lender such additional amounts as will be sufficient to compensate the Metal Lender Bank for such additional costincreased cost to or reduced sum receivable by the Bank to the extent such Bank is not expressly compensated therefor in the computation of the interest rate applicable to such Loan. Any Bank seeking reimbursement shall give the Borrowers written notice, reductionin reasonable detail, of the law, treaty, rule or regulation, or any interpretation or administration thereof, which may give rise to the increased cost or reduced sum receivable to the Bank and the reimbursement obligation of the Borrowers. Such notice, together with a detailed statement as to the amount of such increased cost or reduced sum receivable, 28 prepared in good faith, shall be given to the Borrowers within 90 days after such Bank has actual notice of such law, treaty, rule or regulation, or any applicable interpretation or administration thereof, and the Borrowers shall make payment or foregone interest or other sumto such Bank of the amount due within 15 days after receipt by the Borrowers of such notice and statement.
Appears in 1 contract
Additional Costs. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or Borrower shall pay directly to each Bank from time to time hereafter made upon on demand such amounts as such Bank may determine to be necessary to compensate it for any increased costs which such Bank determines are attributable to its making or otherwise issued maintaining a LIBOR Loan or a Bid Rate Loan, or its obligation to the Metal Lender make or maintain a LIBOR Loan or a Bid Rate Loan, or its obligation to Convert a Base Rate Loan to a LIBOR Loan hereunder, or any reduction in any amount receivable by any central bank such Bank hereunder in respect of its LIBOR Loan or other fiscal, monetary Bid Rate Loan(s) or other authority such obligations (whether or not having the force of lawsuch increases in costs and reductions in amounts receivable being herein called "Additional Costs"), shallin each case resulting from any Regulatory Change which:
(a1) subject the Metal Lender to any tax (except for taxes on income or profits), levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to the making of Fixed Rate Consignments or Fixed Rate Gold Loans, or
(b) materially change changes the basis of taxation (except for changes in taxes on income or profits) of payments to the Metal Lender of the principal of or the interest on Fixed Rate Consignments or Fixed Rate Gold Loans or any other amounts payable to the Metal Lender such Bank under this Agreement for Fixed or the Notes in respect of any such LIBOR Loan or Bid Rate Consignments Loan (other than changes in the rate of general corporate, franchise, branch profit, net income or Fixed Rate Gold Loans, other income tax imposed on such Bank or its Applicable Lending Office by the jurisdiction in which such Bank has its principal office or such Applicable Lending Office); or
(c2) impose or increase or render applicable (other than to the extent specifically provided for elsewhere the LIBOR Reserve Requirement is taken into account in this Agreementdetermining the LIBOR Rate at the commencement of the applicable Interest Period) imposes or modifies any reserve, special deposit, reserve, deposit insurance or assessment, liquidityminimum capital, capital adequacy ratio or similar requirements relating to any extensions of credit or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans byany deposits with or other liabilities of, such Bank (including any LIBOR Loan or Bid Rate Loan or any deposits referred to in the definition of "LIBOR Interest Rate" in Section E1.01), or commitments any commitment of the Metal Lender as they relate to this Agreement, such Bank (including such Bank's Loan Commitment hereunder); or
(d3) impose on the Metal Lender imposes any other conditions condition affecting this Agreement or requirements with respect to Fixed Rate Consignments or Fixed Rate Gold Loans the Notes (or any class of commitments such extensions of which any credit or liabilities). Without limiting the effect of Fixed Rate Consignments or Fixed Rate Gold Loans form a part;
(e) and the result provisions of the first paragraph of this Section, in the event that, by reason of any Regulatory Change, any Bank either (1) incurs Additional Costs based on or measured by the excess above a specified level of the foregoing is:
(i) to increase the cost to the Metal Lender of making, funding, issuing, renewing, extending or maintaining any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(ii) to reduce the amount of principal, interest a category of deposits of other liabilities of such Bank which includes deposits by reference to which the LIBOR Interest Rate is determined as provided in this Agreement or a category of extensions of credit or other amount payable assets of such Bank which includes loans based on the LIBOR Interest Rate or (2) becomes subject to the Metal Lender hereunder restrictions on account of any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(iii) to require the Metal Lender to make any payment or to forego any interest or other sum payable hereunder, the amount of such a category of liabilities or assets which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Metal Lender for the Customers hereunderit may hold, then, and in each if such caseBank so elects by notice to Borrower (with a copy to Administrative Agent), the Customers willobligation of such Bank to permit Elections of, upon demand to Continue, or to Convert Base Rate Loans into, LIBOR 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. Determinations and allocations by a Bank for purposes of this Section of the Metal Lender, at effect of any time and from time to time and as often as the occasion therefor may arise, pay Regulatory Change pursuant to the Metal Lender such additional first or second paragraph of this Section, on its costs or rate of return of making or maintaining its Loan or portions thereof or on amounts as will be sufficient receivable by it in respect of its Loan or portions thereof, and the amounts required to compensate the Metal Lender for such additional costBank under this Section, reduction, payment or foregone interest or other sumshall be included in a calculation of such amounts given to Borrower and shall be conclusive absent manifest error.
Appears in 1 contract
Sources: Revolving Loan Agreement (Bay Apartment Communities Inc)
Additional Costs. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or Borrower shall pay directly to each Bank from time to time hereafter made upon on demand such amounts as such Bank may reasonably determine to be necessary to compensate it for any increased costs which such Bank determines are attributable to its making or otherwise issued maintaining a LIBOR Loan or a Bid Rate Loan, or its obligation to the Metal Lender make or maintain a LIBOR Loan or a Bid Rate Loan, or its obligation to Convert a Base Rate Loan to a LIBOR Loan hereunder, or any reduction in any amount receivable by any central bank such Bank hereunder in respect of its LIBOR Loan or other fiscal, monetary Bid Rate Loan(s) or other authority such obligations (whether or not having the force of lawsuch increases in costs and reductions in amounts receivable being herein called "Additional Costs"), shallin each case resulting from any Regulatory Change which:
(a1) subject the Metal Lender to any tax (except for taxes on income or profits), levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to the making of Fixed Rate Consignments or Fixed Rate Gold Loans, or
(b) materially change changes the basis of taxation (except for changes in taxes on income or profits) of payments to the Metal Lender of the principal of or the interest on Fixed Rate Consignments or Fixed Rate Gold Loans or any other amounts payable to the Metal Lender such Bank under this Agreement for Fixed or the Notes in respect of any such LIBOR Loan or Bid Rate Consignments Loan (other than (i) changes in the rate of general corporate, franchise, branch profit, net income or Fixed Rate Gold Loans, other income tax imposed on such Bank or its Applicable Lending Office or (ii) a tax described in Section 10.13); or
(c2) impose or increase or render applicable (other than to the extent specifically provided for elsewhere the LIBOR Reserve Requirement is taken into account in this Agreementdetermining the LIBOR Rate at the commencement of the applicable Interest Period) imposes or modifies any reserve, special deposit, reserve, deposit insurance or assessment, liquidityminimum capital, capital adequacy ratio or similar requirements relating to any extensions of credit or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans byany deposits with or other liabilities of, such Bank (including any LIBOR Loan or Bid Rate Loan or any deposits referred to in the definition of "LIBOR Interest Rate" in Section 1.01), or commitments any commitment of the Metal Lender as they relate to this Agreement, such Bank (including such Bank's Loan Commitment hereunder); or
(d3) impose on the Metal Lender imposes any other conditions condition (unrelated to the basis of taxation referred to in paragraph (1) above) affecting this Agreement or requirements with respect to Fixed Rate Consignments or Fixed Rate Gold Loans the Notes (or any class of commitments such extensions of which any credit or liabilities). Without limiting the effect of Fixed Rate Consignments or Fixed Rate Gold Loans form a part;
(e) and the result provisions of the first paragraph of this Section, in the event that, by reason of any Regulatory Change, any Bank either (1) incurs Additional Costs based on or measured by the excess above a specified level of the foregoing is:
(i) to increase the cost to the Metal Lender of making, funding, issuing, renewing, extending or maintaining any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(ii) to reduce the amount of principal, interest a category of deposits of other liabilities of such Bank which includes deposits by reference to which the LIBOR Interest Rate is determined as provided in this Agreement or a category of extensions of credit or other amount payable assets of such Bank which includes loans based on the LIBOR Interest Rate or (2) becomes subject to the Metal Lender hereunder restrictions on account of any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(iii) to require the Metal Lender to make any payment or to forego any interest or other sum payable hereunder, the amount of such a category of liabilities or assets which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Metal Lender for the Customers hereunderit may hold, then, and in each if such caseBank so elects by notice to Borrower (with a copy to Administrative Agent), the Customers willobligation of such Bank to permit Elections of, upon demand to Continue, or to Convert Base Rate Loans into, LIBOR 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. Determinations and allocations by a Bank for purposes of this Section of the Metal Lender, at effect of any time and from time to time and as often as the occasion therefor may arise, pay Regulatory Change pursuant to the Metal Lender such additional first or second paragraph of this Section, on its costs or rate of return of making or maintaining its Loan or portions thereof or on amounts as will be sufficient receivable by it in respect of its Loan or portions thereof, and the amounts required to compensate the Metal Lender for such additional costBank under this Section, reduction, payment or foregone interest or other sumshall be included in a calculation of such amounts given to Borrower and shall be conclusive absent manifest error.
Appears in 1 contract
Additional Costs. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with (a) The Company shall pay to the administration or Agent for the interpretation thereof and requests, directives, instructions and notices at any time or account of each Bank from time to time hereafter made upon such amounts as such Bank may reasonably determine to be necessary to compensate it for any costs which such Bank determines are attributable to its making or otherwise issued maintaining of any of its Loans or its obligation to make Loans hereunder or any reduction in any amount receivable by such Bank from the Company hereunder or under the Notes in respect of its Loans 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 Metal Lender Agent or such Bank by the Company under this Agreement or any central bank Note (other than taxes imposed on the overall net income of such Bank or of its Applicable Lending Office by the jurisdiction in which such Bank has its principal office or such Applicable Lending Office); or (ii) imposes or modifies any reserve, special deposit, minimum capital, capital ratio or similar requirements, or increases the rate of any such requirements, relating to any extensions of credit or other fiscalassets of, monetary or any deposits with or other authority liabilities of, such Bank (whether including any of such Bank's Loans or not having any deposits referred to in the force definition of law"LIBOR' in Section 1.01 hereof), shall:
or the Commitments or the Notes; or (iii) imposes any other condition affecting this Agreement or the Notes (or any of such extensions of credit or liabilities) or the Commitments. Notwithstanding the foregoing provisions of this Section 5.01(a), in no event may any Bank requesting payment of Additional Costs under this Section 5.01 (a) subject the Metal Lender be entitled to any tax (except for taxes on income or profits), levy, impost, duty, charge, fee, deduction or withholding payment of any nature Additional Costs to the extent that such Additional Costs arose with respect to periods prior to the making date 18 months prior to the date of Fixed Rate Consignments the first such request. Each Bank will designate a different Applicable Lending Office for its Loans if such designation will avoid the need for, or Fixed Rate Gold Loansreduce the amount of, orsuch compensation and will not, in the opinion of such Bank, be disadvantageous to such Bank in any material respect. Each Bank will furnish the Company (with a copy to the Agent) with a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section 5.01(a).
(b) materially change Without limiting the basis of taxation (except for changes in taxes on income or profits) of payments to the Metal Lender effect of the principal provisions of or Section 5.01(a) hereof (but without duplication), in the interest on Fixed Rate Consignments or Fixed Rate Gold Loans or any other amounts payable to the Metal Lender under this Agreement for Fixed Rate Consignments or Fixed Rate Gold Loansevent that, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of the Metal Lender as they relate to this Agreement, or
(d) impose on the Metal Lender any other conditions or requirements with respect to Fixed Rate Consignments or Fixed Rate Gold Loans or any class of commitments of which any of Fixed Rate Consignments or Fixed Rate Gold Loans form a part;
(e) and the result by reason of any of the foregoing is:
(i) Regulatory Change, any Bank becomes subject to increase the cost to the Metal Lender of making, funding, issuing, renewing, extending or maintaining any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(ii) to reduce restrictions on the amount of principal, interest any category of liabilities or other amount payable assets (relating to the Metal Lender hereunder on account of any of the Fixed Rate Consignments Loan held by it or Fixed Rate Gold Loans, or
(iii) to require the Metal Lender to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Metal Lender for the Customers hereunderits funding), then, and in each if such caseBank so elects by notice to the Company (with a copy to the Agent), the Customers will, upon demand by the Metal Lender, at any time and from time to time and as often as the occasion therefor may arise, pay to the Metal Lender such additional amounts as will be sufficient to compensate the Metal Lender for such additional cost, reduction, payment or foregone interest or other sum.following provisions shall apply:
Appears in 1 contract
Sources: Loan Agreement (Coca Cola Bottling Co Consolidated /De/)
Additional Costs. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or (a) The Borrower shall pay directly to each Bank from time to time hereafter made upon on demand such amounts as such Bank may determine to be necessary to compensate it for any costs which such Bank reasonably determines are attributable to its making or otherwise issued maintaining any Fixed Rate Loans under this Agreement or any of its Notes with respect to Fixed Rate Loans or its obligation to make any such Loans hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change which: (i) changes the basis of taxation of any amounts payable to such Bank under this Agreement or any of such Notes in respect of any of such Loans (other than taxes imposed on the overall net income of such Bank or of its Lending Office for any of such Loans by the jurisdiction in which such Bank has its principal office or such Lending Office); or (ii) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any of such Loans or any deposits referred to in the definition of "Fixed Base Rate" in SECTION 1.01); or (iii) imposes any other condition affecting this Agreement or any of such Notes (or any of such extensions of credit or liabilities). Each Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Bank to compensation pursuant to this SECTION 3.01(A) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. If any Bank requests compensation from the Borrower under this SECTION 3.01(A), or under SECTION 3.01(C), the Borrower may, by notice to such Bank (with a copy to the Metal Lender Agent), require that such Bank's Loans of the type with respect to which such compensation is requested be converted in accordance with SECTION 3.04.
(b) Without limiting the effect of the foregoing provisions of this SECTION 3.01, in the event that, by reason of any central bank Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other fiscal, monetary liabilities of such 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 authority assets of such 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 Bank so elects by notice to the Borrower (with a copy to the Agent), the obligation of such Bank to make or renew, and to convert Loans of any other type into, Loans of such type hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (and all Loans of such type held by such Bank then outstanding shall be converted in accordance with SECTION 3.04).
(c) Without limiting the effect of the foregoing provisions of this SECTION 3.01 (but without duplication), the Borrower shall pay directly to each Bank from time to time on request such amounts as such Bank may reasonably determine to be necessary to compensate such Bank 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)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, shall:
(a) subject the Metal Lender without limitation, an amount equal to any tax (except reduction in return on assets or equity of such Bank to a level below that which it could have achieved but for taxes on income such law, regulation, interpretation, directive or profitsrequest), levy, impost, duty, charge, fee, deduction or withholding of any nature with respect . Each Bank will notify the Borrower if it is entitled to the making of Fixed Rate Consignments or Fixed Rate Gold Loans, or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to the Metal Lender of the principal of or the interest on Fixed Rate Consignments or Fixed Rate Gold Loans or any other amounts payable to the Metal Lender under this Agreement for Fixed Rate Consignments or Fixed Rate Gold Loans, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of the Metal Lender as they relate compensation pursuant to this Agreement, orSECTION 3.01(C) as promptly as practicable after it determines to request such compensation.
(d) impose Determinations and allocations by a Bank for purposes of this SECTION 3.01 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 the Metal Lender any other conditions its costs of making or requirements with respect to Fixed Rate Consignments or Fixed Rate Gold maintaining Loans or any class its obligation to make Loans, or on amounts receivable by, or the rate of commitments return to, it in respect of which any of Fixed Rate Consignments Loans or Fixed Rate Gold Loans form a part;
(e) such obligation, and the result of any of the foregoing is:
(i) to increase the cost to the Metal Lender of making, funding, issuing, renewing, extending or maintaining any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(ii) to reduce the amount of principal, interest or other amount payable to the Metal Lender hereunder on account of any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(iii) to require the Metal Lender to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Metal Lender for the Customers hereunder, then, and in each such case, the Customers will, upon demand by the Metal Lender, at any time and from time to time and as often as the occasion therefor may arise, pay to the Metal Lender such additional amounts as will be sufficient required to compensate the Metal Lender for such additional costBank under this SECTION 3.01, reductionshall be conclusive, payment or foregone interest or other sumprovided that such determinations and allocations are made on a reasonable basis.
Appears in 1 contract
Additional Costs. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or Borrower shall pay directly to each Bank from time to time hereafter made upon on demand such amounts as such Bank may reasonably determine to be necessary to compensate it for any increased costs which such Bank determines are attributable to its making or otherwise issued maintaining a LIBOR Loan or a Bid Rate Loan, or its obligation to the Metal Lender make or maintain a LIBOR Loan or a Bid Rate Loan, or its obligation to Convert a Base Rate Loan to a LIBOR Loan hereunder, or any reduction in any amount receivable by any central bank such Bank hereunder in respect of its LIBOR Loan or other fiscal, monetary Bid Rate Loan(s) or other authority such obligations (whether or not having the force of lawsuch increases in costs and reductions in amounts receivable being herein called "Additional Costs"), shallin each case resulting from any Regulatory Change which:
(a1) subject the Metal Lender to any tax (except for taxes on income or profits), levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to the making of Fixed Rate Consignments or Fixed Rate Gold Loans, or
(b) materially change changes the basis of taxation (except for changes in taxes on income or profits) of payments to the Metal Lender of the principal of or the interest on Fixed Rate Consignments or Fixed Rate Gold Loans or any other amounts payable to the Metal Lender such Bank under this Agreement for Fixed or the Notes in respect of any such LIBOR Loan or Bid Rate Consignments Loan (other than (i) changes in the rate of general corporate, franchise, branch profit, net income or Fixed Rate Gold Loans, other income tax imposed on such Bank or its Applicable Lending Office or (ii) a tax described in Section 10.13); or
(c2) impose or increase or render applicable (other than to the extent specifically provided for elsewhere the LIBOR Reserve Requirement is taken into account in this Agreementdetermining the LIBOR Rate at the commencement of the applicable Interest Period) imposes or modifies any reserve, special deposit, reserve, deposit insurance or assessment, liquidityminimum capital, capital adequacy ratio or similar requirements relating to any extensions of credit or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans byany deposits with or other liabilities of, such Bank (including any LIBOR Loan or Bid Rate Loan or any deposits referred to in the definition of "LIBOR Interest Rate" in Section 1.01), or commitments any commitment of the Metal Lender as they relate to this Agreement, such Bank (including such Bank's Loan Commitment hereunder); or
(d3) impose imposes any other condition (unrelated to the basis of taxation referred to in paragraph (1) above) affecting this Agreement or the Notes (or any of such extensions of credit or liabilities). Without limiting the effect of the provisions of the first paragraph of this Section, in the event that, by reason of any Regulatory Change, any Bank becomes subject to restrictions on the Metal Lender any other conditions amount of such a category of liabilities or requirements assets which it may hold, then, if such Bank so elects by notice to Borrower (with respect a copy to Fixed Administrative Agent), the obligation of such Bank to permit Elections of, to Continue, or to Convert Base Rate Consignments Loans into, LIBOR 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. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or Fixed Rate Gold Loans or any class of commitments of which any of Fixed Rate Consignments or Fixed Rate Gold Loans form a part;
(e) and the result of in connection with any of the foregoing is:
(i) Loan Documents and the termination of the Loan Commitments in respect of the period prior to increase such termination. Determinations and allocations by a Bank for purposes of this Section of the cost effect of any Regulatory Change pursuant to the Metal Lender first or second paragraph of makingthis Section, funding, issuing, renewing, extending on its costs or rate of return of making or maintaining any its Loan or portions thereof or on amounts receivable by it in respect of its Loan or portions thereof, and the Fixed Rate Consignments or Fixed Rate Gold Loansamounts required to compensate such Bank under this Section, or
(ii) shall be included in a calculation of such amounts given to reduce the amount of principal, interest or other amount payable Borrower and shall be conclusive absent manifest error. Notwithstanding anything contained in this Article III to the Metal Lender hereunder on account of contrary, Borrower shall only be obligated to pay any of the Fixed Rate Consignments amounts due under this Section 3.01 or Fixed Rate Gold Loansunder Section 3.06 if, or
(iii) to require the Metal Lender to make and a Bank shall not exercise any payment right under this Section 3.01 or to forego any interest Sections 3.02, 3.03, 3.04 or other sum payable hereunder3.06 unless, the amount of which payment applicable Bank is generally imposing a similar charge on, or foregone interest or otherwise similarly enforcing its agreements with, its other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Metal Lender for the Customers hereundersimilarly situated borrowers. In addition, then, and in each such case, the Customers will, upon demand by the Metal Lender, at any time and from time to time and as often as the occasion therefor may arise, pay to the Metal Lender such additional amounts as will Borrower shall not be sufficient obligated to compensate the Metal Lender any Bank under any such provision for any amounts attributable to any period which is more than one (1) year prior to such additional cost, reduction, payment or foregone interest or other sumBank's delivery of notice thereof to Borrower.
Appears in 1 contract
Additional Costs. If Borrower hereby irrevocably agrees to reimburse and indemnify each Bank from all increased costs and fees incurred by such Bank in connection with this Agreement subsequent to the date of the Initial Advance of funds to Borrower under this Agreement and relating to or arising from (x) the offering of rates of interest based upon SOFR to the extent such costs result from a Change or (y) a change in government regulation. Without limiting the generality of the foregoing, if (any present or future applicable of the following being a “Change”): (i) any law, which expressionrule, as used hereinregulation, includes statutesguideline, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to the Metal Lender by any central bank or other fiscal, monetary or other authority directive (in each case whether or not having the force of law)) is passed, shall:
(a) subject enacted, promulgated, ordered, issued or adopted after the Metal Lender to any tax (except for taxes on income or profits), levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to the making of Fixed Rate Consignments or Fixed Rate Gold Loans, or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to the Metal Lender date of the principal Initial Advance of or funds to Borrower under this Agreement, (ii) there is any change after the interest on Fixed Rate Consignments or Fixed Rate Gold Loans or any other amounts payable date of the Initial Advance of funds to the Metal Lender Borrower under this Agreement for Fixed Rate Consignments in any law, rule, regulation, guideline, or Fixed Rate Gold Loansdirective (in each case whether or not having the force of law and including, or
without limitation, any request, rule, guideline or directive (cA) impose in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act (as amended, the “▇▇▇▇-▇▇▇▇▇ Act”) or increase (B) enacted, promulgated, adopted, issued or render applicable implemented by Bank of International Settlements, the Basel Committee on Banking Supervision (other than or any successor or similar authority), or the United States or foreign financial regulatory authorities), or in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation, application or administration of any of the foregoing, or (iii) such Bank complies with any request or directive made after the date of the Initial Advance of funds to the extent specifically provided for elsewhere in Borrower under this Agreement) any special deposit, reserve, assessment, liquidity, Agreement regarding capital adequacy or other similar requirements (whether or not having the force of law) against assets held byfrom any such authority, central bank or comparable agency, and to the extent such Change shall:
(a) increase the cost to a Bank, by an amount which such Bank reasonably deems to be material, of making, converting into, continuing or maintaining any portion of any advance subject to the Interest Rate, or deposits reduce any amount receivable hereunder in or for the account of, or loans by, or commitments of the Metal Lender as they relate to this Agreementrespect thereof, or
(db) impose have the effect of reducing the rate of return on the Metal Lender any other conditions or requirements a Bank’s capital as a consequence of its obligations hereunder, with respect to Fixed Rate Consignments or Fixed Rate Gold Loans or any class of commitments of Loan, to a level below that which any of Fixed Rate Consignments or Fixed Rate Gold Loans form a part;such Bank could have achieved but for such Change by an amount reasonably deemed by such Bank to be material,
(ec) and the result of any of the foregoing is:
(i) to increase the cost to the Metal Lender of making, funding, issuing, renewing, extending or maintaining any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(ii) to reduce the amount of principal, interest or other amount payable to the Metal Lender hereunder on account of any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(iii) to require the Metal Lender to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Metal Lender for the Customers hereunder, then, in any and in each such case, the Customers willafter submission by such Bank to Borrower of a written request therefor, upon demand by the Metal Lender, at Borrower shall pay such Bank any time and from time additional amounts necessary to time and as often as the occasion therefor may arise, pay compensate such Bank for such increased cost or reduction to the Metal Lender extent such additional amounts as will costs or reduction is a result of the change. A Bank’s reasonable determination of the amount of such reimbursement shall be sufficient conclusive in the absence of manifest error. Notwithstanding anything to compensate the Metal Lender contrary contained herein, for all purposes of this Agreement, all requests, rules, guidelines and directives (I) in connection with the ▇▇▇▇-▇▇▇▇▇ Act or (II) enacted, promulgated, adopted, issued or implemented by Bank of International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority), or the United States or foreign financial regulatory authorities shall, in each case, be deemed to constitute a Change whether or not such additional costrequest, reductionrule, payment guideline or foregone interest directive has the force of law and regardless of the date on which such request, rule, guideline or other sumdirective was enacted, promulgated, adopted, issued or implemented.
Appears in 1 contract
Sources: Syndicated Term Loan Agreement (Strategic Storage Trust VI, Inc.)
Additional Costs. If any present or future applicable lawIn addition to, which expressionand not in limitation of the immediately preceding subsection, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or Borrower shall promptly pay to the interpretation thereof and requests, directives, instructions and notices at any time or Administrative Agent for the account of a Lender from time to time hereafter made upon such amounts as such Lender may determine to be necessary to compensate such Lender for any costs incurred by such Lender that it determines are attributable to its making or otherwise issued maintaining of any Term SOFR Loans or its obligation to make any Term SOFR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the Metal other Loan Documents in respect of any of such Term SOFR Loans or such obligation or the maintenance by such Lender by any central bank of capital in respect of its Term SOFR Loans or other fiscal, monetary or other authority its Commitments (whether or not having the force of lawsuch increases in costs and reductions in amounts receivable being herein called “Additional Costs”), shall:resulting from any Regulatory Change that:
(ai) subject the Metal Lender to any tax (except for taxes on income or profits), levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to the making of Fixed Rate Consignments or Fixed Rate Gold Loans, or
(b) materially change changes the basis of taxation (except for changes in taxes on income or profits) of payments to the Metal Lender of the principal of or the interest on Fixed Rate Consignments or Fixed Rate Gold Loans or any other amounts payable to the Metal such Lender under this Agreement for Fixed Rate Consignments or Fixed Rate Gold Loans, or
(c) impose any of the other Loan Documents in respect of any of such Term SOFR Loans or increase or render applicable its Commitments (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy Indemnified Taxes or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of the Metal Lender as they relate to this Agreement, or
(d) impose on the Metal Lender any other conditions or requirements with respect to Fixed Rate Consignments or Fixed Rate Gold Loans or any class of commitments of which any of Fixed Rate Consignments or Fixed Rate Gold Loans form a part;
(e) and the result of any of the foregoing is:
(i) to increase the cost to the Metal Lender of making, funding, issuing, renewing, extending or maintaining any of the Fixed Rate Consignments or Fixed Rate Gold Loans, orExcluded Taxes);
(ii) to reduce imposes or modifies any reserve, special deposit, compulsory loan, insurance charge or similar requirements (other than Regulation D of the amount of principal, interest FRB or other amount payable similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on Term SOFR Loans is determined to the Metal extent utilized when determining Term SOFR for such Loans) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender hereunder on account (or its parent corporation), or any commitment of any such Lender (including, without limitation, the Commitments of the Fixed Rate Consignments such Lender hereunder); or Fixed Rate Gold Loans, or
(iii) to require imposes on any Lender or the Metal Lender to make applicable interbank market any payment other condition, cost or to forego any interest expense (other than Taxes) affecting this Agreement or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated Loans made by reference to the gross amount of any sum receivable or deemed received by the Metal Lender for the Customers hereunder, then, and in each such case, the Customers will, upon demand by the Metal Lender, at any time and from time to time and as often as the occasion therefor may arise, pay to the Metal Lender such additional amounts as will be sufficient to compensate the Metal Lender for such additional cost, reduction, payment or foregone interest or other sum..
Appears in 1 contract
Additional Costs. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with (a) The Borrowers shall pay to the administration or the interpretation thereof and requests, directives, instructions and notices at any time or Bank from time to time hereafter made upon on demand such amounts as the Bank may determine to be necessary to compensate it for any costs which the Bank determines are attributable to its making or otherwise issued maintaining any LIBOR Loans under this Agreement or the Note or its obligation to make any such Revolving Loans hereunder, or any reduction in any amount receivable by the Bank hereunder in respect of any such Revolving Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change which: (i) changes the basis of taxation of any amounts payable to the Metal Lender Bank under this Agreement or the Note in respect of any of such Revolving Loans (other than taxes imposed on the overall net income of the Bank or of its Lending Office for any of such Revolving Loans by the jurisdiction in which the Principal Office or such Lending Office is located); or (ii) imposes or modifies any central bank reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating to any extensions of credit or other fiscalassets of, monetary or any deposits with or other authority liabilities of, the Bank (whether including any of such Revolving Loans or not having any deposits referred to in the force definition of law"LIBO Rate" in Section 1.1), shall:
; or (aiii) subject imposes any other condition affecting this Agreement or the Metal Lender to Note (or any tax (except for taxes on income of such extensions of credit or profitsliabilities), levy, impost, duty, charge, fee, deduction or withholding . The Bank will notify the Borrowers of any nature with respect event occurring after the date of this Agreement which will entitle the Bank to the making of Fixed Rate Consignments or Fixed Rate Gold Loans, orcompensation pursuant to this Section 3.1(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation.
(b) materially change Without limiting the basis effect of taxation the foregoing provisions of this Section 3.1, in the event that, by reason of any Regulatory Change, the Bank either (except for changes 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 the Bank which includes deposits by reference to which the interest rate on LIBOR Loans is determined as provided in taxes this Agreement or a category of extensions of credit or other assets of the Bank which includes LIBOR Loans or (ii) becomes subject to restrictions on income the amount of such a category of liabilities or profitsassets which it may hold, then, if the Bank so elects by notice to the Borrowers, the obligation of the Bank to make or renew, and to convert Revolving Loans of any other type into, Revolving Loans of such type hereunder shall be suspended until the date such Regulatory Change ceases to be in effect, and the Borrowers shall on the last day(s) of payments to the Metal Lender then current Interest Period(s) for the outstanding Revolving Loans of the principal of or the interest on Fixed Rate Consignments or Fixed Rate Gold such type, either prepay such Revolving Loans or any other amounts payable to the Metal Lender under this Agreement for Fixed Rate Consignments or Fixed Rate Gold Loans, orconvert such Revolving Loans into another type of Revolving Loan in accordance with Section 2.5.
(c) impose or increase or render applicable (other than to Without limiting the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of the Metal Lender as they relate to this Agreement, or
(d) impose on the Metal Lender any other conditions or requirements with respect to Fixed Rate Consignments or Fixed Rate Gold Loans or any class of commitments of which any of Fixed Rate Consignments or Fixed Rate Gold Loans form a part;
(e) and the result of any effect of the foregoing is:
provisions of this Section 3.1 (i) to increase but without duplication), the cost Borrowers shall pay to the Metal Lender of making, funding, issuing, renewing, extending or maintaining any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(ii) to reduce the amount of principal, interest or other amount payable to the Metal Lender hereunder on account of any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(iii) to require the Metal Lender to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Metal Lender for the Customers hereunder, then, and in each such case, the Customers will, upon demand by the Metal Lender, at any time and Bank from time to time and as often on request such amounts as the occasion therefor Bank may arise, pay determine to the Metal Lender such additional amounts as will be sufficient necessary to compensate the Metal Lender for such additional cost, reduction, payment or foregone interest or other sum.compensate
Appears in 1 contract
Sources: Credit Agreement (Tridex Corp)
Additional Costs. If any present (a) Borrower shall pay directly to each Bank or future applicable law, which expressionthe Issuing Bank, as used hereinthe case may be, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon such amounts as such Bank or otherwise issued the Issuing Bank may reasonably determine to be necessary to compensate it for any reasonable costs incurred by such Bank or the Metal Lender Issuing Bank, as the case may be, which such Bank or the Issuing Bank reasonably determines are attributable to its making or maintaining of any Loans or Letters of Credit, as the case may be, or its obligation to make any of such Loans or Letters of Credit hereunder, or any reduction in any amount receivable by such Bank or the Issuing Bank hereunder in respect of any central bank such Loans, such Letters of Credit or other fiscalsuch obligation (such CREDIT AGREEMENT, monetary or other authority (whether or not having the force of lawPage 30 increases in costs and reductions in amounts receivable being herein called “Additional Costs”), shall:
(a) subject the Metal Lender to resulting from any tax (except for taxes on income or profits), levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to the making of Fixed Rate Consignments or Fixed Rate Gold Loans, or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to the Metal Lender of the principal of or the interest on Fixed Rate Consignments or Fixed Rate Gold Loans or any other amounts payable to the Metal Lender under this Agreement for Fixed Rate Consignments or Fixed Rate Gold Loans, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of the Metal Lender as they relate to this Agreement, or
(d) impose on the Metal Lender any other conditions or requirements with respect to Fixed Rate Consignments or Fixed Rate Gold Loans or any class of commitments of which any of Fixed Rate Consignments or Fixed Rate Gold Loans form a part;
(e) and the result of any of the foregoing isRegulatory Change which:
(i) changes the basis of taxation of any amounts payable to increase such Bank or the cost to the Metal Lender Issuing Bank under this Agreement or its Revolving Notes in respect of making, funding, issuing, renewing, extending or maintaining any of such Loans or Letters of Credit (other than franchise taxes and taxes imposed on the Fixed Rate Consignments overall net income of such Bank or Fixed Rate Gold Loans, orthe Issuing Bank or its Applicable Lending Office for any of such Loans or Letters of Credit by the United States of America or any state or subdivision thereof or the jurisdiction in which such Bank or the Issuing 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 reduce the amount any extensions of principal, interest credit or other amount payable to assets of, or any deposits with or other liabilities or commitments of, such Bank or the Metal Lender hereunder on account of Issuing Bank, as the case may be (including any of such Loans or any deposits referred to in the Fixed Rate Consignments or Fixed Rate Gold Loans, definitions of “Adjusted Eurodollar Rate” and “Statutory Reserve Rate” in Section 1.1 hereof); or
(iii) imposes any other condition affecting this Agreement or the Revolving Notes or the Letters of Credit or any of such extensions of credit or liabilities or commitments. Each Bank and the Issuing Bank, as applicable, will notify Borrower (with a copy to require Agent) of any event occurring after the Metal Lender date of this Agreement which will entitle such Bank or the Issuing Bank, as the case may be, to make compensation pursuant to this Section 4.13(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and will designate a different Applicable Lending Office for the Loans or Letters of Credit, as the case may be, affected by such event if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Bank or the Issuing Bank, as the case may be, violate any payment law, rule, or regulation or be in any way disadvantageous to forego any interest such Bank or other sum payable hereunderthe Issuing Bank. Each Bank and the Issuing Bank, as applicable, will furnish Borrower with a certificate setting forth the basis and the amount of which payment each request of such Bank or foregone interest the Issuing Bank for compensation under this Section 4.13(a). If any Bank or the Issuing Bank requests compensation from Borrower under this Section 4.13(a), Borrower may, by notice to such Bank or the Issuing Bank, as the case may be (with a copy to Agent), suspend the obligation of such Bank to make Eurodollar Loans or Continue Eurodollar Loans as Eurodollar Loans or suspend the obligation of the Issuing Bank to issue Letters of Credit, as applicable, until the Regulatory Change giving rise to such request ceases to be in effect.
(b) Without limiting the effect of the foregoing provisions of this Section 4.13, in the event that, by reason of any Regulatory Change, any Bank or the Issuing 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 sum is calculated liabilities of such Bank or the Issuing Bank, as the case may be, which includes deposits by reference to which the gross interest rate on the Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank which includes Eurodollar Loans or with respect to the Issuing Bank which includes Letters of Credit or (ii) becomes subject to restrictions on the amount of any sum receivable such a category of liabilities or deemed received by the Metal Lender for the Customers hereunderassets which it may hold, then, and in each if such caseBank or the Issuing Bank, as the case may be, so elects by notice to Borrower (with a copy to Agent), the Customers willobligation of such Bank to make Eurodollar Loans or Continue Eurodollar Loans as Eurodollar Loans or the obligation of the Issuing Bank to issue Letters of Credit, upon demand by the Metal Lender, at any time and from time to time and as often as the occasion therefor case may arisebe, pay shall be suspended until the Regulatory Change giving rise to such request ceases to be in effect (in which case the Metal Lender such provisions of Section 4.15 hereof shall be applicable).
(c) Determinations and allocations by any Bank or the Issuing Bank for purposes of this Section 4.13 of the effect of any Regulatory Change on its costs of maintaining its obligation to make CREDIT AGREEMENT, Page 31 Loans, to issue Letters of Credit, of making or maintaining Loans, of making or maintaining Letters of Credit, or on amounts receivable by it in respect of the Loans or the Letters of Credit, as the case may be, and of the additional amounts as will be sufficient required to compensate such Bank or the Metal Lender for Issuing Bank in respect of any Additional Costs, shall, absent manifest error, be conclusive, provided that such additional cost, reduction, payment or foregone interest or other sumdeterminations and allocations are made on a reasonable basis.
Appears in 1 contract
Additional Costs. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or (a) The Company shall pay directly to each Bank from time to time hereafter made upon such amounts as such Bank may reasonably determine to be necessary to compensate such Bank for any costs that such Bank determines are attributable to its making or otherwise issued maintaining of any Fixed Rate Loans or its obligation to make any Fixed Rate Loans hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any of such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change that:
(i) shall subject any Bank (or its lending office for any of such Loans) to any tax, duty or other charge in respect of such Loans or its Notes or changes the basis of taxation of any amounts payable to such Bank under this Agreement or its Notes (if any) in respect of any of such Loans (excluding changes in the rate of tax on the overall net income or gross receipts of such Bank or of such lending office by the jurisdiction in which such Bank has its principal office or such lending office); or
(ii) imposes or modifies any reserve, special deposit or similar requirements (other than, in the case of any Bank for any period as to which the Company is required to pay any amount under paragraph (d) below, the reserves against "Eurocurrency liabilities" under Regulation D therein referred to) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including, without limitation, any of such Loans or any deposits referred to in the definition of "Fixed Base Rate" in Section 1.01 hereof), or any commitment of such Bank (including, without limitation, the Commitment of such Bank hereunder); or
(iii) imposes any other condition affecting this Agreement or its Notes (if any) (or any of such extensions of credit or liabilities) or its Commitment. If any Bank requests compensation from the Company under this Section 5.01(a), the Company may, by notice to such Bank (with a copy to the Metal Lender Administrative Agent), suspend the obligation of such Bank thereafter to make 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 Amended and Restated Credit Agreement right of such Bank to receive the compensation so requested.
(b) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Company shall pay directly to each Bank from time to time on request such amounts as such Bank may reasonably determine to be necessary to compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for any costs that it determines are attributable to the maintenance by such Bank (or any central lending office or such bank holding company), pursuant to any law or other fiscalregulation or any interpretation, monetary directive or other authority request (whether or not having the force of law), shall:
(alaw and whether or not failure to comply therewith would be unlawful) subject the Metal Lender to any tax (except for taxes on income or profits), levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to the making of Fixed Rate Consignments court or Fixed Rate Gold Loans, or
governmental or monetary authority (bi) materially change the basis of taxation following any Regulatory Change or (except for changes in taxes on income or profitsii) of payments to the Metal Lender of the principal of or the interest on Fixed Rate Consignments or Fixed Rate Gold Loans or implementing any other amounts payable to the Metal Lender under this Agreement for Fixed Rate Consignments or Fixed Rate Gold Loans, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, risk-based capital adequacy guideline or other similar requirements 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 Bank (or any lending office or such bank holding company) to a level below that which such Bank (or any lending office or such bank holding company) could have achieved but for such law, regulation, interpretation, directive or request).
(c) against assets held byEach Bank shall notify the Company of any event occurring after the date hereof entitling such Bank to compensation under paragraph (a) or (b) of this Section 5.01 as promptly as practicable, but in any event within 60 days, after such Bank obtains actual knowledge thereof; provided that (i) if any Bank fails to give such notice within 60 days after it obtains actual knowledge of such an event, such Bank shall, with respect to compensation payable pursuant to this Section 5.01 in respect of any costs resulting from such event, only be entitled to payment under this Section 5.01 for costs incurred from and after the date 60 days prior to the date that such Bank does give such notice and (ii) each Bank will designate a different lending office for the Loans of such Bank affected by such event if such designation will avoid the need for, or deposits in or for reduce the account amount of, such compensation and will not, in the sole opinion of such Bank, be disadvantageous to such Bank. Each Bank will furnish to the Company a certificate setting forth in reasonably specific detail the basis and amount of each request by such Bank for compensation under paragraph (a) or loans by(b) of this Section 5.01. Determinations and allocations by any Bank for purposes of this Section 5.01 of the effect of any Regulatory Change pursuant to paragraph (a) of this Section 5.01, or commitments of the Metal Lender as they relate effect of capital maintained pursuant to paragraph (b) of this AgreementSection 5.01, oron its Amended and Restated Credit Agreement 38 - 38 - costs or rate of return of maintaining Loans or its obligation to make Loans, or on amounts receivable by it in respect of Loans, and of the amounts required to compensate such Bank under this Section 5.01, shall be conclusive, provided that such determinations and allocations are made on a reasonable basis.
(d) impose Without limiting the effect of the foregoing, the Company shall pay to each Bank on the Metal Lender last day of each Interest Period so long as such Bank is maintaining reserves against "Eurocurrency liabilities" under Regulation D (or, unless the provisions of paragraph (b) above are applicable, so long as such Bank is, by reason of any Regulatory Change, maintaining reserves against any other conditions or requirements with respect category of liabilities that includes deposits by reference to Fixed Rate Consignments or Fixed Rate Gold which the interest rate on Eurodollar Loans or LIBOR Market Loans is determined as provided in this Agreement or against any class category of commitments extensions of which credit or other assets of such Bank that includes any of Fixed Rate Consignments Eurodollar Loans or Fixed Rate Gold Loans form a part;
LIBOR Market Loans) an additional amount (ereasonably determined by such Bank and notified to the Company through the Administrative Agent) and equal to the result of any product of the foregoing isfollowing for each Eurodollar Loan or LIBOR Market Loan for each day during such Interest Period:
(i) to increase the cost to the Metal Lender principal amount of making, funding, issuing, renewing, extending such Eurodollar Loan or maintaining any of the Fixed Rate Consignments or Fixed Rate Gold Loans, orLIBOR Market Loan outstanding on such day; and
(ii) to reduce the amount remainder of principal, (x) a fraction the numerator of which is the rate (expressed as a decimal) at which interest accrues on such Eurodollar Loan or other amount payable to LIBOR Market Loan for such Interest Period as provided in this Agreement (less the Metal Lender hereunder Applicable Margin) and the denominator of which is one minus the effective rate (expressed as a decimal) at which such reserve requirements are imposed on account of any of the Fixed Rate Consignments or Fixed Rate Gold Loans, orsuch Bank on such day minus (y) such numerator; and
(iii) to require the Metal Lender to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Metal Lender for the Customers hereunder, then, and in each such case, the Customers will, upon demand by the Metal Lender, at any time and from time to time and as often as the occasion therefor may arise, pay to the Metal Lender such additional amounts as will be sufficient to compensate the Metal Lender for such additional cost, reduction, payment or foregone interest or other sum1/360.
Appears in 1 contract
Additional Costs. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to the Metal Lender Supplier by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject the Metal Lender Supplier to any tax (except for taxes on income or profits), levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to the making of Fixed Rate Consignments or Fixed Rate Gold Loans, or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to the Metal Lender Supplier of the principal of or the interest on Fixed Rate Consignments or Fixed Rate Gold Loans or any other amounts payable to the Metal Lender Supplier under this Agreement for Fixed Rate Consignments or Fixed Rate Gold Loans, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of the Metal Lender Supplier as they relate to this Agreement, or
(d) impose on the Metal Lender Supplier any other conditions or requirements with respect to Fixed Rate Consignments or Fixed Rate Gold Loans or any class of commitments of which any of Fixed Rate Consignments or Fixed Rate Gold Loans form a part;
(e) and the result of any of the foregoing is:
(i) to increase the cost to the Metal Lender Supplier of making, funding, issuing, renewing, extending or maintaining any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(ii) to reduce the amount of principal, interest or other amount payable to the Metal Lender Supplier hereunder on account of any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(iii) to require the Metal Lender Supplier to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Metal Lender Supplier for the Customers hereunder, then, and in each such case, the Customers will, upon demand by the Metal LenderSupplier, at any time and from time to time and as often as the occasion therefor may arise, pay to the Metal Lender Supplier such additional amounts as will be sufficient to compensate the Metal Lender Supplier for such additional cost, reduction, payment or foregone interest or other sum.
Appears in 1 contract
Sources: Precious Metals Agreement (Brush Engineered Materials Inc)
Additional Costs. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with (a) The Company shall pay to the administration or Administrative Agent for the interpretation thereof and requests, directives, instructions and notices at any time or account of each Lender from time to time hereafter made upon such 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, maintaining, converting or otherwise issued continuing of any Loans hereunder to the Metal Lender by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject the Metal Lender to any tax (except for taxes on income or profits), levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to the making of Fixed Rate Consignments or Fixed Rate Gold Loans, or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to the Metal Lender of the principal of or the interest on Fixed Rate Consignments or Fixed Rate Gold Loans Company or any other amounts payable Borrower or its obligation to make any of such Loans hereunder to the Metal Company or any other Borrower, or any reduction in any amount receivable by such Lender under this Agreement for Fixed Rate Consignments in respect of any of such Loans or Fixed Rate Gold Loanssuch obligation (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), or
in each case resulting from any Regulatory Change which: (ci) impose subjects the Lender or increase Issuing Bank to Taxes on its loans, loan principal, letters of credit, commitments, or render applicable other obligations, or its deposits, reserves, other liabilities or capital attributable thereto (other than to the extent specifically provided for elsewhere in this AgreementIndemnified Taxes covered by Section 5.08 and Excluded Taxes); or (ii) imposes, modifies or deems applicable any reserve, special deposit, reserveliquidity or similar requirement (including any compulsory loan requirement, assessment, liquidity, capital adequacy insurance charge or other similar requirements (whether or not having the force of lawassessment) against assets held byof, or deposits in with or for the account of, or loans credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted Term SOFR Rate) or commitments Issuing Bank; or (iii) imposes any other condition, cost or expense affecting this Agreement (or any of such extensions of credit or liabilities). Each Lender (such term to include the Issuing Bank for purposes of this Section 6.01(a), solely in the case of and with respect to (i) above) will notify the Company through the Administrative Agent of any event occurring after the Original Closing Date which will entitle such Lender to compensation pursuant to this Section 6.01(a) (an “Additional Cost Event”) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided, that the 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 (or such longer period if such Additional Cost Event is given retroactive effect). Each Lender will furnish the Company with a statement setting forth the calculations and the basis therefor, in each case in reasonable detail, and amount of each request by such Lender for compensation under this Section 6.01(a). If any Lender requests compensation from the Company under this Section 6.01(a), the Company may, by notice to such Lender through the Administrative Agent, suspend the obligation of such Lender to make additional Loans of the
(b) Without limiting the effect of the Metal foregoing provisions of this Section 6.01, 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 Term Benchmark Loans is determined as they relate provided in this Agreement or a category of extensions of credit or other assets of such Lender which includes Term Benchmark 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 Company (with a copy to the Administrative Agent), the obligation of such Lender to make Term Benchmark Loans hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (in which case the provisions of Section 6.04 hereof shall be applicable).
(c) Determinations and allocations by any Lender for purposes of this AgreementSection 6.01 of the effect of any Regulatory Change on its costs of maintaining its obligations to make Loans or of making or maintaining Loans or on amounts receivable by it in respect of Loans, orand of the additional amounts required to compensate such Lender in respect of any Additional Costs, shall be conclusive absent manifest error, provided that such determinations and allocations are made on a reasonable basis.
(d) impose on the Metal If any Lender any other conditions or requirements with respect to Fixed Rate Consignments or Fixed Rate Gold Loans or any class of commitments of which any of Fixed Rate Consignments or Fixed Rate Gold Loans form a part;
(e) and the result of any of the foregoing is:
(i) to increase the cost to the Metal Lender of making, funding, issuing, renewing, extending or maintaining any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(ii) to reduce the amount of principal, interest or other amount payable to the Metal Lender hereunder on account of any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(iii) to require the Metal Lender to make any payment or to forego any interest or other sum payable hereunderdemands compensation under this Section, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Metal Lender for the Customers hereunder, then, and in each such case, the Customers will, upon demand by the Metal LenderCompany may, at any time and from time upon at least three (3) Business Days’ prior notice to time and as often as such Lender through the occasion therefor may ariseAdministrative Agent, pay convert in full the then outstanding Term Benchmark Loans denominated in Dollars 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 the Metal Lender such additional amounts as will be sufficient affected Term Benchmark Loan, to compensate the Metal Lender reimburse such Lender, in accordance with Section 6.05, for such additional cost, reduction, payment any resulting loss or foregone interest or other sumexpense incurred by it) to an ABR Loan.
Appears in 1 contract
Sources: Credit Agreement (Iron Mountain Inc)
Additional Costs. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or Borrower shall pay directly to each Bank from time to time hereafter made upon on demand such amounts as such Bank may determine to be necessary to compensate it for any increased costs incurred by it or otherwise issued reduction of the amount received or receivable by it which are attributable to the Metal Lender its making, Converting, Continuing or maintaining any Loan, or its obligation to make, Convert, Continue or maintain a Loan hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any central bank Loan or other fiscal, monetary or other authority such obligations (whether or not having the force of lawsuch increases in costs and reductions in amounts receivable being herein called “Additional Costs”), shallin each case resulting from any Regulatory Change which:
(a1) subject the Metal Lender subjects any Recipient to any tax Taxes (except for taxes other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on income its loans, loan principal, letters of credit, commitments, or profits)other obligations, levyor its deposits, impostreserves, duty, charge, fee, deduction other liabilities or withholding of any nature with respect to the making of Fixed Rate Consignments or Fixed Rate Gold Loans, capital attributable thereto; or
(b2) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to the Metal Lender of the principal of or the interest on Fixed Rate Consignments or Fixed Rate Gold Loans or any other amounts payable to the Metal Lender under this Agreement for Fixed Rate Consignments or Fixed Rate Gold Loans, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere the LIBOR Reserve Requirement is taken into account in this Agreementdetermining the LIBOR Rate at the commencement of the applicable Interest Period) imposes or modifies any reserve, special deposit, reservecompulsory loan, deposit insurance or assessment, liquidityminimum capital, capital adequacy ratio or similar requirements relating to any extensions of credit or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans byany deposits with or other liabilities of, such Bank (including any LIBOR Loan or any deposits referred to in the definition of “LIBOR Interest Rate” in Section 1.01), or commitments any commitment of the Metal Lender as they relate to such Bank (including such Bank’s Loan Commitment hereunder); or
(3) imposes any other condition, cost or expense (other than Taxes) affecting this Agreement, or
(d) impose on the Metal Lender any other conditions or requirements with respect to Fixed Rate Consignments or Fixed Rate Gold Loans or any class of commitments of which the Notes (or any of Fixed Rate Consignments such extensions of credit or Fixed Rate Gold Loans form a part;
(e) and liabilities or the result London interbank market). Without limiting the effect of the provisions of the first paragraph of this Section, in the event that, by reason of any Regulatory Change, any Bank either (1) incurs Additional Costs based on or measured by the excess above a specified level of the foregoing is:
(i) to increase the cost to the Metal Lender of making, funding, issuing, renewing, extending or maintaining any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(ii) to reduce the amount of principal, interest a category of deposits of other liabilities of such Bank which includes deposits by reference to which the LIBOR Interest RateSOFR is determined as provided in this Agreement or a category of extensions of credit or other amount payable assets of such Bank which includes loans based on the LIBOR Interest RateSOFR or (2) becomes subject to the Metal Lender hereunder restrictions on account of any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(iii) to require the Metal Lender to make any payment or to forego any interest or other sum payable hereunder, the amount of such a category of liabilities or assets which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Metal Lender for the Customers hereunderit may hold, then, and in each if such caseBank so elects by notice to Borrower (with a copy to Administrative Agent), the Customers willobligation of such Bank to permit Elections of, upon demand to Continue, or to Convert Base Rate Loans into, LIBORSOFR 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. Determinations and allocations by a Bank for purposes of this Section of the Metal Lender, at effect of any time and from time to time and as often as the occasion therefor may arise, pay Regulatory Change pursuant to the Metal Lender such additional first or second paragraph of this Section, on its costs or rate of return of making or maintaining its Loan or portions thereof or on amounts as will be sufficient receivable by it in respect of its Loan or portions thereof, and the amounts required to compensate the Metal Lender for such additional costBank under this Section, reduction, payment or foregone interest or other sumshall be included in a calculation of such amounts given to Borrower and shall be conclusive absent manifest error.
Appears in 1 contract
Additional Costs. If any present or future applicable law(a) The Borrowers agree, which expressionjointly and severally, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or to pay directly to each Bank from time to time hereafter made upon such amounts as such Bank may reasonably determine to be necessary to compensate it for any costs incurred by such Bank which such Bank determines are attributable to its making or otherwise issued maintaining of any Loans subject to the Metal Lender Libor Accounts or Letters of Credit hereunder or its obligation to make any of such Loans hereunder or issue or participate in any Letter of Credit, or any reduction in any amount receivable by such Bank hereunder in respect of any central bank such Loans or other fiscal, monetary Letters of Credit or other authority such obligation (whether or not having the force of lawsuch increases in costs and reductions in amounts receivable being herein called "ADDITIONAL COSTS"), shall:
(a) subject the Metal Lender to resulting from any tax (except for taxes on income or profits), levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to the making of Fixed Rate Consignments or Fixed Rate Gold Loans, or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to the Metal Lender of the principal of or the interest on Fixed Rate Consignments or Fixed Rate Gold Loans or any other amounts payable to the Metal Lender under this Agreement for Fixed Rate Consignments or Fixed Rate Gold Loans, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of the Metal Lender as they relate to this Agreement, or
(d) impose on the Metal Lender any other conditions or requirements with respect to Fixed Rate Consignments or Fixed Rate Gold Loans or any class of commitments of which any of Fixed Rate Consignments or Fixed Rate Gold Loans form a part;
(e) and the result of any of the foregoing isRegulatory Change which:
(i) changes the basis of taxation of any amounts payable to increase the cost to the Metal Lender such Bank under this Agreement or its Notes in respect of making, funding, issuing, renewing, extending or maintaining any of such Loans (other than franchise taxes and other taxes or charges imposed on the Fixed Rate Consignments overall income or Fixed Rate Gold Loans, orprofit of such Bank or its Applicable Lending Office for any of such Loans by the United States of America or the jurisdiction in which such Bank has its Principal Office or such Applicable Lending Office);
(ii) imposes or modifies any reserve, special deposit, minimum capital, capital ratio, or similar requirement relating to reduce the amount any extensions of principal, interest credit or other amount payable to the Metal Lender hereunder on account of assets of, or any deposits with or other liabilities or commitments of, such Bank (including any of such Loans or any deposits referred to in the Fixed Rate Consignments or Fixed Rate Gold Loans, definition of "Libor Rate" in SECTION 1.1 hereof but excluding any Reserve Requirement already taken into account in calculating the Adjusted 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. Each Bank will notify Parent (with a copy to require the Metal Lender Agent) of any event occurring after the date of this Agreement which will entitle such Bank to make compensation pursuant to this SUBSECTION 5.1(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and will designate a different Applicable Lending Office for the Loans affected by such event if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Bank, violate any payment law, rule, or regulation or be in any way disadvantageous to forego any interest or other sum payable hereunder, such Bank. Each Bank will furnish Parent with a certificate setting forth the basis and the amount of each request of such Bank for compensation under this SUBSECTION 5.1(a). If any Bank requests compensation from the Borrowers under this SUBSECTION 5.1(a), Parent may, by notice to such Bank (with a copy to the Agent) suspend the obligation of such Bank to issue or participate in Letters of Credit or to make Loans subject to Libor Accounts or Continue Libor Accounts as Libor Accounts or Convert Base Rate Accounts into Libor Accounts until the Regulatory Change giving rise to such request ceases to be in effect (in which payment case the provisions of SECTION 5.4 hereof shall be applicable 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 5.1, in the event that, by reason of any Regulatory Change, any Bank either (i) incurs Additional Costs based on or foregone interest measured by the excess above a specified level of the amount of a category of deposits or other sum is calculated liabilities of such Bank which includes deposits by reference to which the gross interest rate on the Loans subject to Libor Accounts is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank which includes Loans subject to Libor Accounts or (ii) becomes subject to restrictions on the amount of any sum receivable such a category of liabilities or deemed received by the Metal Lender for the Customers hereunderassets which it may hold, then, and in each if such caseBank so elects by notice to Parent (with a copy to the Agent), the Customers willobligation of such Bank to make Loans subject to Libor Accounts or Continue Libor Accounts as Libor Accounts or Convert Base Rate Accounts into Libor Accounts hereunder shall be suspended until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of SECTION 5.4 hereof shall be applicable).
(c) Determinations and allocations by any Bank for purposes of this SECTION 5.1 of the effect of any Regulatory Change on its costs of maintaining its obligation to make Loans or issue or participate in Letters of Credit or of making or maintaining Loans or issuing or participating in Letters of Credit or on amounts receivable by it in respect of Loans or Letters of Credit, and of the additional amounts required to compensate such Bank in respect of any Additional Costs, shall, absent manifest error, constitute prima facie evidence of the accuracy thereof, provided that such determinations and allocations are made on a reasonable basis. Additionally, each Bank shall, upon demand request by Parent, take requested measures to mitigate the Metal Lender, at any time and from time Additional Costs which the Borrowers are required to time and as often as the occasion therefor may arise, pay to any Bank if such measures can, in the Metal Lender sole and absolute opinion of such additional amounts as will Bank be sufficient to compensate the Metal Lender for taken without such additional costBank suffering any economic, reductionlegal, payment or foregone interest regulatory or other sumdisadvantage (provided, however, that no such Bank shall be required to designate a funding office that is not located in the United States of America).
Appears in 1 contract
Additional Costs. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or (a) The Borrower shall pay directly to each Bank from time to time hereafter made upon on demand such amounts as such Bank may determine to be necessary to compensate it for any costs which such Bank reasonably determines are attributable to its making or otherwise issued maintaining any Fixed Rate Loans under this Agreement or any of its Notes with respect to Fixed Rate Loans or its obligation to make any such Loans hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change which: (i) changes the basis of taxation of any amounts payable to such Bank under this Agreement or any of such Notes in respect of any of such Loans (other than taxes imposed on the overall net income of such Bank or of its Lending Office for any of such Loans by the jurisdiction in which such Bank has its principal office or such Lending Office); or (ii) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any of such Loans or any deposits referred to in the definition of "Fixed Base Rate" in Section 1.01); or (iii) imposes any other condition affecting this Agreement or any of such Notes (or any of such extensions of credit or liabilities). Each Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Bank to compensation pursuant to this Section 3.01(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. If any Bank requests compensation from the Borrower under this Section 3.01(a), or under Section 3.01(c), the Borrower may, by notice to such Bank (with a copy to the Metal Lender Agent), require that such Bank's Loans of the type with respect to which such compensation is requested be converted in accordance with Section 3.04.
(b) Without limiting the effect of the foregoing provisions of this Section 3.01, in the event that, by reason of any central bank Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other fiscal, monetary liabilities of such 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 authority assets of such 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 Bank so elects by notice to the Borrower (with a copy to the Agent), the obligation of such Bank to make or renew, and to convert Loans of any other type into, Loans of such type hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (and all Loans of such type held by such Bank then outstanding shall be converted in accordance with Section 3.04).
(c) Without limiting the effect of the foregoing provisions of this Section 3.01 (but without duplication), the Borrower shall pay directly to each Bank from time to time on request such amounts as such Bank may reasonably determine to be necessary to compensate such Bank 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)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, shall:
(a) subject the Metal Lender without limitation, an amount equal to any tax (except reduction in return on assets or equity of such Bank to a level below that which it could have achieved but for taxes on income such law, regulation, interpretation, directive or profitsrequest), levy, impost, duty, charge, fee, deduction or withholding of any nature with respect . Each Bank will notify the Borrower if it is entitled to the making of Fixed Rate Consignments or Fixed Rate Gold Loans, or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to the Metal Lender of the principal of or the interest on Fixed Rate Consignments or Fixed Rate Gold Loans or any other amounts payable to the Metal Lender under this Agreement for Fixed Rate Consignments or Fixed Rate Gold Loans, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of the Metal Lender as they relate compensation pursuant to this Agreement, orSection 3.01(c) as promptly as practicable after it determines to request such compensation.
(d) impose Determinations and allocations by a Bank for purposes of this Section 3.01 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 the Metal Lender any other conditions its costs of making or requirements with respect to Fixed Rate Consignments or Fixed Rate Gold maintaining Loans or any class its obligation to make Loans, or on amounts receivable by, or the rate of commitments return to, it in respect of which any of Fixed Rate Consignments Loans or Fixed Rate Gold Loans form a part;
(e) such obligation, and the result of any of the foregoing is:
(i) to increase the cost to the Metal Lender of making, funding, issuing, renewing, extending or maintaining any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(ii) to reduce the amount of principal, interest or other amount payable to the Metal Lender hereunder on account of any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(iii) to require the Metal Lender to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Metal Lender for the Customers hereunder, then, and in each such case, the Customers will, upon demand by the Metal Lender, at any time and from time to time and as often as the occasion therefor may arise, pay to the Metal Lender such additional amounts as will be sufficient required to compensate the Metal Lender for such additional costBank under this Section 3.01, reductionshall be conclusive, payment or foregone interest or other sumprovided that such determinations and allocations are made on a reasonable basis.
Appears in 1 contract
Additional Costs. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or Borrower shall pay directly to each bank from time to time hereafter made upon on demand such amounts as such Bank may reasonably determine to be necessary to compensate it for any increased costs which such Bank determines are attributable to its making or otherwise issued maintaining any Loan, or its obligation to the Metal Lender make or maintain any Loan, or its obligation to Convert a Loan hereunder, or any reduction in any amount receivable by any central bank such Bank hereunder in respect of its Loan or other fiscal, monetary or other authority such obligations (whether or not having the force of lawsuch increases in costs and reductions in amounts receivable being herein called “Additional Costs”), shallin each case resulting from any Regulatory Change which:
(a1) subject the Metal Lender any Recipient to any tax Taxes (except for taxes other than (A) Indemnified Taxes, and (B) Excluded Taxes) on income its loans, loan principal, commitments, or profits)other obligations, levyor its deposits, impostreserves, duty, charge, fee, deduction other liabilities or withholding of any nature with respect to the making of Fixed Rate Consignments or Fixed Rate Gold Loans, capital attributable thereto; or
(b2) materially change (other than any reserve requirement taken into account in determining the basis of taxation (except for changes in taxes on income or profits) of payments to Adjusted Term SOFR Rate at the Metal Lender commencement of the principal applicable Interest Period) imposes or modifies any reserve, special deposit, liquidity, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating to any extensions of credit or the interest on Fixed Rate Consignments or Fixed Rate Gold Loans other assets of, or any deposits with or other amounts payable to the Metal Lender under this Agreement for Fixed Rate Consignments liabilities of, such Bank (including any Term Benchmark Loan”), or Fixed Rate Gold Loans, any commitment of such Bank (including such Bank’s Loan Commitment hereunder); or
(c3) impose imposes any other condition, cost or increase or render applicable expense (other than Taxes) affecting this Agreement or the Notes (or any of such extensions of credit or liabilities). Without limiting the effect of the provisions of the first paragraph of this Section, in the event that, by reason of any Regulatory Change, any Bank becomes subject to restrictions on the extent specifically provided for elsewhere in this Agreement) any special depositamount of such a category of liabilities or assets which it may hold, reservethen, assessmentif such Bank so elects by notice to Borrower (with a copy to Administrative Agent), liquiditythe obligation of such Bank to permit Elections of, capital adequacy or other similar requirements (whether or not having the force of law) against assets held byto Continue, or deposits to Convert 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. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or for the account of, or loans by, or commitments of the Metal Lender as they relate to this Agreement, or
(d) impose on the Metal Lender any other conditions or requirements in connection with respect to Fixed Rate Consignments or Fixed Rate Gold Loans or any class of commitments of which any of Fixed Rate Consignments or Fixed Rate Gold Loans form a part;
(e) and the result of any of the foregoing is:
(i) Loan Documents and the termination of the Loan Commitments in respect of the period prior to increase such termination. Determinations and allocations by a Bank for purposes of this Section of the cost effect of any Regulatory Change pursuant to the Metal Lender first or second paragraph of makingthis Section, funding, issuing, renewing, extending on its costs or rate of return of making or maintaining any its Loan or portions thereof or on amounts receivable by it in respect of its Loan or portions thereof, and the Fixed Rate Consignments or Fixed Rate Gold Loansamounts required to compensate such Bank under this Section, or
(ii) shall be included in a calculation of such amounts given to reduce the amount of principal, interest or other amount payable Borrower and shall be conclusive absent manifest error. Notwithstanding anything contained in this Article III to the Metal Lender hereunder on account of contrary, Borrower shall only be obligated to pay any of the Fixed Rate Consignments amounts due under this Section 3.01 or Fixed Rate Gold Loansunder Section 3.06 if, or
(iii) to require the Metal Lender to make and a Bank shall not exercise any payment right under this Section 3.01 or to forego any interest Sections 3.02, 3.03, 3.04 or other sum payable hereunder3.06 unless, the amount of which payment applicable Bank has certified that it is generally imposing a similar charge on, or foregone interest or otherwise similarly enforcing its agreements with, its other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Metal Lender for the Customers hereundersimilarly situated borrowers. In addition, then, and in each such case, the Customers will, upon demand by the Metal Lender, at any time and from time to time and as often as the occasion therefor may arise, pay to the Metal Lender such additional amounts as will Borrower shall not be sufficient obligated to compensate any Bank under any such provision for any amounts attributable to any period which is more than nine (9) months prior to such Bank’s delivery of notice thereof to Borrower (except that if a Regulatory Change is retroactive, then such period shall be extended to include the Metal Lender for period of retroactive effect, provided that such additional cost, reduction, payment or foregone interest or other sumBank delivered notice thereof to Borrower no later than nine (9) months after the date on which the Regulatory Change with such retroactive effect was made).
Appears in 1 contract
Additional Costs. If (a) If, due to either (i) any present Change in Law or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by (ii) the compliance with any competent court guideline 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 request from time to time hereafter made upon or otherwise issued to the Metal Lender by any central bank or other fiscal, monetary or other authority Official Body (whether or not having the force of lawLaw), shall:
there shall be any increase in the cost to, or reduction in income receivable by, the Bank of making, funding or maintaining Loans (a) subject or commitments to make the Metal Lender to any tax (except for taxes on income or profitsLoans), levythen the Borrowers shall from time to time, impostupon demand by the Bank, dutypay to the Bank additional amounts sufficient to reimburse the Bank for any such additional costs or reduction in income. A certificate of the Bank submitted to the Borrowers in good faith as to the amount of such additional costs shall be conclusive and binding for all purposes, charge, fee, deduction or withholding absent manifest error. Within five (5) Business Days after the Bank notifies the Borrowers of any nature such additional costs pursuant to this Section 2.12(a), the Borrowers may either (A) prepay in full all Loans of any types so affected then outstanding, together with respect interest accrued thereon to the making date of Fixed such prepayment or (B) convert all Loans of any type so affected then outstanding into Loans of any other type not so affected upon not less than four (4) Business Days’ notice to the Bank. If any such prepayment or conversion of any Libor Rate Consignments or Fixed Rate Gold LoansLoan occurs on any day other than the last day of the applicable Interest Period for such Loan, orthe Borrowers also shall pay to the Bank such additional amounts as set forth in Section 2.12(c).
(b) materially change the basis of taxation If either (except for changes in taxes on income or profits) of payments to the Metal Lender of the principal of or the interest on Fixed Rate Consignments or Fixed Rate Gold Loans or any other amounts payable to the Metal Lender under this Agreement for Fixed Rate Consignments or Fixed Rate Gold Loans, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreementi) any special deposit, reserve, assessment, liquidity, capital adequacy Change in Law or (ii) the compliance with any guideline or request from any central bank or other similar requirements Official Body (whether or not having the force of law) against assets held byLaw), affects or deposits in or for the account of, or loans by, or commitments of the Metal Lender as they relate to this Agreement, or
(d) impose on the Metal Lender any other conditions or requirements with respect to Fixed Rate Consignments or Fixed Rate Gold Loans or any class of commitments of which any of Fixed Rate Consignments or Fixed Rate Gold Loans form a part;
(e) and the result of any of the foregoing is:
(i) to increase the cost to the Metal Lender of making, funding, issuing, renewing, extending or maintaining any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(ii) to reduce would affect the amount of principal, interest capital required or other amount payable expected to be maintained by the Metal Lender hereunder on account of Bank or any of corporation controlling the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(iii) to require Bank and the Metal Lender to make any payment or to forego any interest or other sum payable hereunder, Bank determines that the amount of which payment such capital is increased by or foregone interest based upon the existence of the Loans (or commitment to make the Loans) and other sum is calculated by reference extensions of credit (or commitments to the gross amount extend credit) of any sum receivable or deemed received by the Metal Lender for the Customers hereundersimilar type, then, and in each such case, the Customers will, upon demand by the Metal LenderBank, at any time and the Borrowers shall pay to the Bank from time to time as specified by the Bank, additional amounts sufficient to compensate the Bank in the light of such circumstances, to the extent that the Bank reasonably determines such increase in capital to be allocable to the existence of the Bank’s Loans (or commitment to make the Loans). A certificate of the Bank in good faith submitted to the Borrowers as to such amounts shall be conclusive and as often as binding for all purposes, absent manifest error. Within five (5) Business Days after the occasion therefor Bank provides such certificate to the Borrowers of any such additional costs pursuant to this Section 2.12(b), the Borrowers may ariseeither (A) prepay in full all Loans of any types so affected then outstanding, together with interest accrued thereon to the date of such prepayment or (B) convert all Loans of any type so affected then outstanding into Loans of any other type not so affected upon not less than four (4) Business Days’ notice to the Bank. If any such prepayment or conversion of any Libor Rate Loan occurs on any day other than the last day of the applicable Interest Period for such Loan, the Borrowers also shall pay to the Metal Lender Bank such additional amounts as will be set forth in Section 2.12(c).
(c) If the Borrowers shall prepay any Libor Rate Loan on a day other than the last day of the applicable Interest Period for such Loan (whether such prepayment is permitted by (i) this Section 2.12 or Section 2.13, (ii) as a result of the failure by the Borrowers to consummate a transaction after providing notice as set forth in Section 2.01(d), (iii) otherwise permitted by the Bank or (iv) otherwise permitted or required under the terms of this Agreement), the Borrowers shall pay to the Bank on demand such additional amounts as are sufficient to compensate indemnify the Metal Lender for Bank against any reasonable loss, cost or expense incurred by the Bank as a result of such additional costprepayment including, reductionwithout limitation, payment any loss (including loss of anticipated profits), costs or foregone interest expense incurred by reason of the liquidation or reemployment of deposits or other sumfunds acquired by the Bank to fund such Loan, and a certificate as to the amount of any such loss, cost or expense submitted by the Bank to the Borrowers in good faith shall be conclusive and binding for all purposes, absent manifest error.
Appears in 1 contract
Additional Costs. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental Borrower shall pay directly to each Bank or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or Recipient from time to time hereafter made upon or otherwise issued to the Metal Lender by any central bank on demand such amounts as such Bank or other fiscal, monetary Recipient may reasonably determine to be necessary to compensate it for any increased costs which such Bank or other authority Recipient determines are attributable to its making or maintaining a Loan, or its obligation to make or maintain a Loan, or its obligation to Convert a Loan hereunder, or any reduction in any amount receivable by such Bank or other Recipient hereunder in respect of its Loan(s) or such obligations (whether or not having the force of lawsuch increases in costs and reductions in amounts receivable being herein called “Additional Costs”), shallin each case resulting from any Change in Law which:
(a1) subject the Metal Lender subjects any Recipient to any tax Taxes (except for taxes other than (A) Indemnified Taxes, and (B) Excluded Taxes) on income its loans, loan principal, letters of credit, commitments, or profits)other obligations, levyor its deposits, impostreserves, duty, charge, fee, deduction other liabilities or withholding of any nature with respect to the making of Fixed Rate Consignments or Fixed Rate Gold Loans, capital attributable thereto; or
(b2) materially change the basis of taxation (except for changes in taxes on income imposes, modifies or profits) of payments to the Metal Lender of the principal of or the interest on Fixed Rate Consignments or Fixed Rate Gold Loans or deems applicable any other amounts payable to the Metal Lender under this Agreement for Fixed Rate Consignments or Fixed Rate Gold Loansreserve, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessmentcompulsory loan, liquidity, deposit insurance or assessment, minimum capital, capital adequacy ratio or similar requirements relating to any extensions of credit or other similar requirements (whether or not having the force of law) against assets held byof, or any deposits in with or other liabilities of, or for the account of, or loans credit extended or participated in by, such Bank, or commitments any commitment of the Metal Lender as they relate to such Bank (including such Bank’s Loan Commitment hereunder); or
(3) imposes any other condition, cost or expense (other than Taxes) affecting this Agreement, or
the Notes, SOFR Loans made by such Bank or any Letter of Credit or participation therein (d) impose or any of such extensions of credit or liabilities). Without limiting the effect of the provisions of the first paragraph of this Section, in the event that, by reason of any Change in Law, any Bank becomes subject to restrictions on the Metal Lender any other conditions amount of such a category of liabilities or requirements assets which it may hold, then, if such Bank so elects by notice to Borrower (with respect a copy to Fixed Administrative Agent), the obligation of such Bank to permit Borrowings of, to Continue, or to Convert Base Rate Consignments or Fixed Rate Gold Loans into, Term SOFR Loans or any class Daily SOFR Loans shall be suspended until such Change in Law ceases to be in effect. The obligations of commitments Borrower under this Section shall survive the repayment of which any of Fixed Rate Consignments all amounts due under or Fixed Rate Gold Loans form a part;
(e) and the result of in connection with any of the foregoing is:
(i) Loan Documents and the termination of the Loan Commitments in respect of the period prior to increase such termination. Determinations and allocations by a Bank for purposes of this Section of the cost effect of any Change in Law pursuant to the Metal Lender first or second paragraph of makingthis Section, funding, issuing, renewing, extending on its costs or rate of return of making or maintaining any its Loan or portions thereof or on amounts receivable by it in respect of its Loan or portions thereof, and the Fixed Rate Consignments or Fixed Rate Gold Loansamounts required to compensate such Bank under this Section, or
(ii) shall be included in a calculation of such amounts given to reduce the amount of principal, interest or other amount payable Borrower and shall be conclusive absent manifest error. Notwithstanding anything contained in this Article III to the Metal Lender hereunder on account of contrary, Borrower shall only be obligated to pay any of the Fixed Rate Consignments amounts due under this Section 3.01 or Fixed Rate Gold Loansunder Section 3.06 if, or
(iii) to require the Metal Lender to make and a Bank shall not exercise any payment right under this Section 3.01 or to forego any interest Sections 3.03 or other sum payable hereunder3.06 unless, the amount applicable Bank is generally imposing a similar charge on, or otherwise similarly enforcing its agreements with, its other similarly situated borrowers; provided that in no event shall any Bank be required to disclose information of other borrowers. In addition, Borrower shall not be obligated to compensate any Bank under any such provision for any amounts attributable to any period which payment or foregone interest or other sum is calculated by reference more than 180 days prior to such Bank’s delivery of notice thereof to Borrower (except that if a Change in Law is retroactive, then such period shall be extended to include the gross amount period of any sum receivable or deemed received by retroactive effect, provided that such Bank delivered notice thereof to Borrower no later than 180 days after the Metal Lender for date on which the Customers hereunder, then, and Change in each Law with such caseretroactive effect was made). For purposes of this Section 3.01, the Customers will, upon demand by the Metal Lender, at term “Bank” includes any time and from time to time and as often as the occasion therefor may arise, pay to the Metal Lender such additional amounts as will be sufficient to compensate the Metal Lender for such additional cost, reduction, payment or foregone interest or other sumFronting Bank.
Appears in 1 contract
Additional Costs. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with (a) The Borrowers shall pay to the administration or the interpretation thereof and requests, directives, instructions and notices at any time or Bank from time to time hereafter made upon on demand such amounts as the Bank may determine to be necessary to compensate it for any costs which the Bank determines are attributable to its making or otherwise issued maintaining any LIBOR Loans under this Agreement or the Note or its obligation to make any such Revolving Loans hereunder, or any reduction in any amount receivable by the Bank hereunder in respect of any such Revolving Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change which: (i) changes the basis of taxation of any amounts payable to the Metal Lender Bank under this Agreement or the Note in respect of any of such Revolving Loans (other than taxes imposed on the overall net income of the Bank or of its Lending Office for any of such Revolving Loans by the jurisdiction in which the Principal Office or such Lending Office is located); or (ii) imposes or modifies any central bank reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating to any exten sions of credit or other fiscalassets of, monetary or any deposits with or other authority liabilities of, the Bank (including any of such Revolving Loans or any deposits referred to in the definition of "LIBO Rate" in Section 1.1); or (iii) imposes any other condition affecting this Agreement or the Note (or any of such extensions of credit or liabilities). The Bank will notify the Borrowers of any event occurring after the date of this Agreement which will entitle the Bank to compensation pursuant to this Section 3.1(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation.
(b) Without limiting the effect of the foregoing provisions of this Section 3.1, in the event that, by reason of any Regulatory Change, 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 the Bank which includes deposits by reference to which the interest rate on LIBOR Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of the Bank which includes 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 the Bank so elects by notice to the Borrowers, the obligation of the Bank to make or renew, and to convert Revolving Loans of any other type into, Revolving Loans of such type hereunder shall be suspended until the date such Regulatory Change ceases to be in effect, and the Borrowers shall on the last day(s) of the then current Interest Period(s) for the outstanding Revolving Loans of such type, either prepay such Revolving Loans or convert such Revolving Loans into another type of Revolving Loan in accordance with Section 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 16 15 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)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 Loans hereunder or its obligation to make Revolving Loans hereunder (such compensation to include, shall:
(a) subject the Metal Lender without limitation, an amount equal to any tax (except for taxes reduction in return on income assets or profits), levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to the making of Fixed Rate Consignments or Fixed Rate Gold Loans, or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to the Metal Lender equity of the principal of 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 interest on Fixed Rate Consignments or Fixed Rate Gold Loans or any other amounts payable Borrowers if it is entitled to the Metal Lender under this Agreement for Fixed Rate Consignments or Fixed Rate Gold Loans, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of the Metal Lender as they relate compensation pursuant to this Agreement, orSection 3.1(c) as promptly as practicable after it determines to request such compensation.
(d) impose Determinations and allocations by the Bank for purposes of this Section 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 making or maintaining Revolving Loans or its obligation to make Revolving Loans, or on amounts receivable by, or the rate of return to, it in respect of Revolving Loans or such obligation, and of the additional amounts required to compensate the Bank under this Section 3.1, shall be conclusive, provided that such determinations and allocations are made on a reasonable basis; provided, however, that the Bank shall provide ninety days' notice of any additional amounts required to compensate the Bank under this Section 3.1 (the "Adjustment"), and the Borrowers may thereafter attempt to negotiate the amount of the Adjustment in good faith with the Bank within ninety days of the day on which the Borrowers are so notified. If the Borrowers and the Bank are unable to agree on the Metal Lender 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 Borrowers. Whatever the final Adjustment may be, if the Bank shall still have any other conditions or requirements Revolving Loans outstanding to the Borrowers 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 obligated to offer LIBO Rates with respect to Fixed Rate Consignments or Fixed Rate Gold Loans or Interest Periods commencing during the period following any class of commitments of which any of Fixed Rate Consignments or Fixed Rate Gold Loans form a part;
(e) such notice and prior to agreement by the Bank and the result of any of the foregoing is:
(i) Borrowers as to increase the cost to the Metal Lender of making, funding, issuing, renewing, extending or maintaining any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(ii) to reduce the amount of principal, interest or other amount payable to the Metal Lender hereunder on account of any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(iii) to require the Metal Lender to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Metal Lender for the Customers hereunder, then, and in each such case, the Customers will, upon demand by the Metal Lender, at any time and from time to time and as often as the occasion therefor may arise, pay to the Metal Lender such additional amounts as will be sufficient to compensate the Metal Lender for such additional cost, reduction, payment or foregone interest or other sumAdjustment.
Appears in 1 contract
Additional Costs. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or (a) The Company shall pay directly to each Bank from time to time hereafter made upon such amounts as such Bank may determine to be necessary to compensate such Bank for any costs that such Bank determines are attributable to its making or otherwise issued maintaining of any Eurodollar Loans or its obligation to make any Eurodollar Loans hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any of such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change that:
(i) shall subject any Bank (or its Applicable Lending Office for any of such Loans) to any tax, duty or other charge in respect of such Loans or its Notes or changes the basis of taxation of any amounts payable to such Bank under this Agreement or its Notes in respect of any of such Loans (excluding changes in the rate of tax on the overall net income of such Bank or of such Applicable Lending Office by the jurisdiction in which such Bank has its principal office or such Applicable Lending Office); or
(ii) imposes or modifies any reserve, special deposit or similar requirements (other than the Reserve Requirement utilized in the determination of the Eurodollar Rate for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including, without limitation, any of such Loans or any deposits referred to in the definition of "Eurodollar Base Rate" in Section 1.01 hereof), or any commitment of such Bank (including, without limitation, the Commitments of such Bank hereunder); or
(iii) imposes any other condition affecting this Agreement or its Notes (or any of such extensions of credit or liabilities) or its Commitments. If any Bank requests compensation from the Company under this Section 5.01(a), the Company may, by notice to such Bank (with a copy to the Metal Lender Administrative Agent), suspend the obligation of such Bank thereafter to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.04 hereof shall be applicable), provided that such suspension shall not affect the right of such Bank to receive the compensation so requested.
(b) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Company shall pay directly to each Bank from time to time on request such amounts as such Bank may determine to be necessary to compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for any costs that it determines are attributable to the maintenance by such Bank (or any central Applicable Lending Office or such bank holding company), pursuant to any law or other fiscalregulation or any interpretation, monetary directive or other authority request (whether or not having the force of law), shall:
(alaw and whether or not failure to comply therewith would be unlawful) subject the Metal Lender to any tax (except for taxes on income or profits), levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to the making of Fixed Rate Consignments court or Fixed Rate Gold Loans, or
governmental or monetary authority (bi) materially change the basis of taxation following any Regulatory Change or (except for changes in taxes on income or profitsii) of payments to the Metal Lender of the principal of or the interest on Fixed Rate Consignments or Fixed Rate Gold Loans or implementing any other amounts payable to the Metal Lender under this Agreement for Fixed Rate Consignments or Fixed Rate Gold Loans, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, risk-based capital adequacy guideline or other similar requirements requirement (whether or not having the force of lawlaw and whether or not the failure to comply therewith would be unlawful) against assets held byhereafter 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 deposits in or for the account ofLoans (such compensation to include, or loans bywithout limitation, or commitments an amount equal to any reduction of the Metal Lender as they relate rate of return on assets or equity of such Bank (or any Applicable Lending Office or such bank holding company) to this Agreementa level below that which such Bank (or any Applicable Lending Office or such bank holding company) could have achieved but for such law, orregulation, interpretation, directive or request).
(dc) impose on Each Bank shall notify the Metal Lender Company of any other conditions event occurring after the date hereof entitling such Bank to compensation under paragraph (a) or requirements (b) of this Section 5.01 as promptly as practicable, but in any event within 45 days, after such Bank obtains actual knowledge thereof; provided that (i) if any Bank fails to give such notice within 45 days after it obtains actual knowledge of such an event, such Bank shall, with respect to Fixed Rate Consignments or Fixed Rate Gold Loans or any class of commitments of which any of Fixed Rate Consignments or Fixed Rate Gold Loans form a part;
(e) and the result compensation payable pursuant to this Section 5.01 in respect of any of costs resulting from such event, only be entitled to payment under this Section 5.01 for costs incurred from and after the foregoing is:
(i) to increase the cost date 45 days prior to the Metal Lender of making, funding, issuing, renewing, extending or maintaining any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
date that such Bank does give such notice and (ii) to each Bank will designate a different Applicable Lending Office for the Loans of such Bank affected by such event if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of principalsuch Bank, interest or other amount payable be disadvantageous to such Bank, except that such Bank shall have no obligation to designate an Applicable Lending Office located in the United States of America. Each Bank will furnish to the Metal Lender hereunder on account Company a certificate setting forth the basis and amount of each request by such Bank for compensation under paragraph (a) or (b) of this Section 5.01. Determinations and allocations by any Bank for purposes of this
Section 5.01 of the effect of any Regulatory Change pursuant to paragraph (a) of this Section 5.01, or of the Fixed Rate Consignments effect of capital maintained pursuant to paragraph (b) of this Section 5.01, on its costs or Fixed Rate Gold rate of return of maintaining Loans or its obligation to make Loans, or
(iii) to require the Metal Lender to make any payment or to forego any interest or other sum payable hereunder, the amount on amounts receivable by it in respect of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Metal Lender for the Customers hereunder, thenLoans, and in each such case, of the Customers will, upon demand by the Metal Lender, at any time and from time to time and as often as the occasion therefor may arise, pay to the Metal Lender such additional amounts as will be sufficient required to compensate the Metal Lender for such additional costBank under this Section 5.01, reductionshall be conclusive, payment or foregone interest or other sumprovided that such determinations and allocations are made on a reasonable basis.
Appears in 1 contract
Sources: Credit Agreement (Fidelity National Financial Inc /De/)
Additional Costs. If any present or future applicable law, which expression, as used herein, includes statutes, rules (a) The Borrower shall pay directly to each Bank 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 Agent from time to time hereafter made upon within ten days after demand therefor such amounts as such Bank or otherwise issued the Agent may determine to be necessary to compensate it for any costs which such Bank or the Agent determines are attributable to its making or maintaining any Fixed Rate Loans under this Agreement or its Note, or any reduction in any amount receivable by such Bank hereunder in respect of any such Loans (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 Bank or the Agent under this Agreement or its Term Note in respect of any of such Loans (other than taxes imposed on the overall net income of such Bank or the Agent or of its Lending Office for any of such Loans by the jurisdiction in which such Bank has its principal office or such Lending Office); or (ii) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank or the Agent (including any of such Loans or any deposits referred to in the definition of "Fixed Base Rate" in Section 1.01); or (iii) imposes any other condition affecting this Agreement or its Term Note (or any of such extensions of credit or liabilities). Each Bank or the Agent will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Bank or the Agent (as the case may be) to compensation pursuant to this Section 4.01(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. If any Bank requests compensation from the Borrower under this Section 4.01(a), or under Section 4.01(c), the Borrower may, by notice to such Bank (with a copy to the Metal Lender Agent), require that such Bank's Loans of the type with respect to which such compensation is requested be converted in accordance with Section 4.04.
(b) Without limiting the effect of the foregoing provisions of this Section 4.01, in the event that, by reason of any central bank Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other fiscal, monetary liabilities of such Bank which includes deposits by reference to which the interest rate on Fixed Rate Loans is determined as provided in this Agreement or a category of extensions of credit or other authority assets of such Bank which includes 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 Bank so elects by notice to the Borrower (with a copy to the Agent), the obligation of such Bank to renew, and to convert Loans of any other type into, Loans of such type hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (and all Loans of such type held by such Bank then outstanding shall be converted 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 shall pay directly to each Bank from time to time within ten days after request therefor 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)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 (such compensation to include, shall:
(a) subject the Metal Lender without limitation, an amount equal to any tax (except reduction in return on assets or equity of such Bank to a level below that which it could have achieved but for taxes on income such law, regulation, interpretation, directive or profitsrequest), levy, impost, duty, charge, fee, deduction or withholding of any nature with respect . Each Bank will notify the Borrower if it is entitled to the making of Fixed Rate Consignments or Fixed Rate Gold Loans, or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to the Metal Lender of the principal of or the interest on Fixed Rate Consignments or Fixed Rate Gold Loans or any other amounts payable to the Metal Lender under this Agreement for Fixed Rate Consignments or Fixed Rate Gold Loans, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of the Metal Lender as they relate compensation pursuant to this Agreement, orSection 4.01(c) as promptly as practicable after it makes a determination to request such compensation.
(d) impose Determinations and allocations by a Bank for purposes of this Section 4.01 of the effect of any Regulatory Change pursuant to subsections (a) or (b), or of the effect of capital maintained pursuant to subsection (c), on its costs of making or maintaining Loans, or on amounts receivable by, or the Metal Lender any other conditions or requirements rate of return to, it in respect of Loans, and of the additional amounts required to compensate such Bank under this Section 4.01, shall be conclusive, provided that such determinations and allocations are made on a reasonable basis and are set forth in reasonable detail and provided to the Borrower together with respect to Fixed Rate Consignments or Fixed Rate Gold Loans or any class of commitments of which any of Fixed Rate Consignments or Fixed Rate Gold Loans form a part;the request for payment thereof.
(e) Any Bank claiming any additional amount under this Section 4.01 agrees to use reasonable efforts (consistent with legal and the result of any of the foregoing is:
(iregulatory restrictions) to increase designate a different Lending Office if the cost to making of such designation would avoid the Metal Lender of makingneed for, funding, issuing, renewing, extending or maintaining any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(ii) to reduce the amount of principalof, interest or other amount payable any such additional amounts.
(f) In the event that any Bank requests compensation pursuant to this Section 4.01, the Borrower shall be entitled to require such Bank (on at least 30 days' prior written notice to such Bank and the Agent) to assign its rights and obligations under this Agreement (including the Loans owing to it) to a new lender obtained by the Borrower (provided that such lender is reasonably acceptable to the Metal Lender hereunder on account Agent), which assignment shall be effected in accordance with and subject to all the terms and conditions of any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(iii) to require the Metal Lender to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Metal Lender for the Customers hereunder, then, and in each such case, the Customers will, upon demand by the Metal Lender, at any time and from time to time and as often as the occasion therefor may arise, pay to the Metal Lender such additional amounts as will be sufficient to compensate the Metal Lender for such additional cost, reduction, payment or foregone interest or other sumSection 12.05.
Appears in 1 contract
Additional Costs. If any present (a) The Borrower shall pay in Dollars directly to each Bank or future applicable law, which expressionthe Administrative Agent, as used hereinthe case may be, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon such amounts as such Bank or otherwise issued the Administrative Agent, as the case may be, may reasonably determine to be necessary to compensate it for any costs that such Bank or the Administrative Agent, as the case may be, reasonably determines are attributable to its making or maintaining of any Loans or its obligation to make any Loans hereunder to the Metal Lender Borrower, or any reduction in any amount received or receivable by such Bank or the Administrative Agent hereunder in respect of any central bank of such Loans or such obligation to the Borrower (such increases in costs and reductions in amounts received or receivable being herein called “Additional Costs”), resulting from any Regulatory Change that: (i) imposes or modifies any reserve, special deposit or similar requirements (other than, in the case of any Bank for any period as to which the Borrower is required to pay any amount under paragraph (d) of this Section 5.01, the reserves against “Eurocurrency liabilities” under Regulation D therein referred to) relating to any extensions of credit or other fiscalassets of, monetary or any deposits with or other authority liabilities of, such Bank (whether or not having the force including, without limitation, any of law), shall:
(a) subject the Metal Lender to any tax (except for taxes on income or profits), levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to the making of Fixed Rate Consignments or Fixed Rate Gold Loans, or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to the Metal Lender of the principal of or the interest on Fixed Rate Consignments or Fixed Rate Gold such Loans or any other amounts payable deposits referred to in the Metal Lender under this Agreement for Fixed Rate Consignments definitions of “Eurocurrency Rate” in Section 1.01 hereof), or Fixed Rate Gold Loansany commitment of such Bank (including, or
without limitation, the Commitment of such Bank hereunder); (cii) impose subjects any Bank or increase or render applicable the Administrative Agent to any Taxes (other than to the extent specifically provided for elsewhere in this AgreementIndemnified Taxes and Excluded Taxes) any special depositon its loans, reserveloan principal, assessment, liquidity, capital adequacy commitments or other similar requirements (whether or not having the force of law) against assets held byobligations, or deposits in its deposits, reserves, other liabilities or for the account of, capital attributable thereto; or loans by, or commitments of the Metal Lender as they relate to this Agreement, or
(d) impose on the Metal Lender any other conditions or requirements with respect to Fixed Rate Consignments or Fixed Rate Gold Loans or any class of commitments of which any of Fixed Rate Consignments or Fixed Rate Gold Loans form a part;
(e) and the result of any of the foregoing is:
(i) to increase the cost to the Metal Lender of making, funding, issuing, renewing, extending or maintaining any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(ii) to reduce the amount of principal, interest or other amount payable to the Metal Lender hereunder on account of any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(iii) to require in the Metal Lender to make case of a Bank, imposes any payment other condition (other than Taxes) affecting this Agreement or to forego its Notes (or any interest of such extensions of credit or other sum payable hereunder, the amount of which payment liabilities) or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Metal Lender for the Customers hereunder, then, and in each such case, the Customers will, upon demand by the Metal Lender, at any time and from time to time and as often as the occasion therefor may arise, pay to the Metal Lender such additional amounts as will be sufficient to compensate the Metal Lender for such additional cost, reduction, payment or foregone interest or other sumits Commitment.
Appears in 1 contract
Additional Costs. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or Borrower shall pay directly to each Bank from time to time hereafter made upon on demand such amounts as such Bank may reasonably determine to be necessary to compensate it for any increased costs which such Bank determines are attributable to its making or otherwise issued maintaining a LIBOR Loan or a Bid Rate Loan, or its obligation to the Metal Lender make or maintain a LIBOR Loan or a Bid Rate Loan, or its obligation to Convert a Base Rate Loan to a LIBOR Loan hereunder, or any reduction in any amount receivable by any central bank such Bank hereunder in respect of its LIBOR Loan or other fiscal, monetary Bid Rate Loan(s) or other authority such obligations (whether or not having the force of lawsuch increases in costs and reductions in amounts receivable being herein called “Additional Costs”), shallin each case resulting from any Regulatory Change which:
(a1) subject the Metal Lender to any tax (except for taxes on income or profits), levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to the making of Fixed Rate Consignments or Fixed Rate Gold Loans, or
(b) materially change changes the basis of taxation (except for changes in taxes on income or profits) of payments to the Metal Lender of the principal of or the interest on Fixed Rate Consignments or Fixed Rate Gold Loans or any other amounts payable to the Metal Lender such Bank under this Agreement for Fixed or the Notes in respect of any such LIBOR Loan or Bid Rate Consignments Loan (other than (i) changes in the rate of general corporate, franchise, branch profit, net income or Fixed Rate Gold Loans, other income tax imposed on such Bank or its Applicable Lending Office or (ii) a tax described in Section 10.13); or
(c2) impose or increase or render applicable (other than to the extent specifically provided for elsewhere the LIBOR Reserve Requirement is taken into account in this Agreementdetermining the LIBOR Rate at the commencement of the applicable Interest Period) imposes or modifies any reserve, special deposit, reserve, deposit insurance or assessment, liquidityminimum capital, capital adequacy ratio or similar requirements relating to any extensions of credit or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans byany deposits with or other liabilities of, such Bank (including any LIBOR Loan or Bid Rate Loan or any deposits referred to in the definition of “LIBOR Interest Rate” in Section 1.01), or commitments any commitment of the Metal Lender as they relate to this Agreement, such Bank (including such Bank’s Loan Commitment hereunder); or
(d3) impose imposes any other condition (unrelated to the basis of taxation referred to in paragraph (1) above) affecting this Agreement or the Notes (or any of such extensions of credit or liabilities). Without limiting the effect of the provisions of the first paragraph of this Section, in the event that, by reason of any Regulatory Change, any Bank becomes subject to restrictions on the Metal Lender any other conditions amount of such a category of liabilities or requirements assets which it may hold, then, if such Bank so elects by notice to Borrower (with respect a copy to Fixed Administrative Agent), the obligation of such Bank to permit Elections of, to Continue, or to Convert Base Rate Consignments Loans into, LIBOR 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. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or Fixed Rate Gold Loans or any class of commitments of which any of Fixed Rate Consignments or Fixed Rate Gold Loans form a part;
(e) and the result of in connection with any of the foregoing is:
(i) Loan Documents and the termination of the Loan Commitments in respect of the period prior to increase such termination. Determinations and allocations by a Bank for purposes of this Section of the cost effect of any Regulatory Change pursuant to the Metal Lender first or second paragraph of makingthis Section, funding, issuing, renewing, extending on its costs or rate of return of making or maintaining any its Loan or portions thereof or on amounts receivable by it in respect of its Loan or portions thereof, and the Fixed Rate Consignments or Fixed Rate Gold Loansamounts required to compensate such Bank under this Section, or
(ii) shall be included in a calculation of such amounts given to reduce the amount of principal, interest or other amount payable Borrower and shall be conclusive absent manifest error. Notwithstanding anything contained in this Article III to the Metal Lender hereunder on account of contrary, Borrower shall only be obligated to pay any of the Fixed Rate Consignments amounts due under this Section 3.01 or Fixed Rate Gold Loansunder Section 3.06 if, or
(iii) to require the Metal Lender to make and a Bank shall not exercise any payment right under this Section 3.01 or to forego any interest Sections 3.02, 3.03, 3.04 or other sum payable hereunder3.06 unless, the amount of which payment applicable Bank is generally imposing a similar charge on, or foregone interest or otherwise similarly enforcing its agreements with, its other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Metal Lender for the Customers hereundersimilarly situated borrowers. In addition, then, and in each such case, the Customers will, upon demand by the Metal Lender, at any time and from time to time and as often as the occasion therefor may arise, pay to the Metal Lender such additional amounts as will Borrower shall not be sufficient obligated to compensate the Metal Lender any Bank under any such provision for any amounts attributable to any period which is more than one (1) year prior to such additional cost, reduction, payment or foregone interest or other sumBank’s delivery of notice thereof to Borrower.
Appears in 1 contract
Additional Costs. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or (a) The Borrower shall pay directly to each Bank from time to time hereafter made upon on demand such amounts as such Bank may determine to be necessary to compensate it for any costs which such Bank determines are attributable to its making or otherwise issued maintaining of any Fed Funds Rate Loans or its obligation to make any Fed Funds Rate Loans hereunder, or any reduction in any amount received or receivable by such Bank hereunder in respect of any Fed Funds Rate Loans or such obligation (such increases in costs and reductions in amounts received or receivable being herein called “Additional Costs”), resulting from any Regulatory Change which:
(i) changes the basis of taxation of any amounts payable to such Bank under this Agreement or its Note (other than taxes on the overall net income of such Bank or its Lending Office imposed by the United States of America or by the jurisdiction in which such Bank has its principal office or such Lending Office);
(ii) imposes, modifies, or deems applicable any reserve, special deposit, or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank or the Commitment of such Bank in respect of Fed Funds Rate Loans; or
(iii) imposes any other condition affecting this Agreement or its Note (or any of such extensions of credit or liabilities) or Commitment in respect of Fed Funds Rate Loans.
(b) Without limiting the effect of the foregoing provisions of this Section 5.1 (but without duplication), the Borrower shall pay directly to each Bank from time to time on demand such amounts as such Bank may determine to be necessary to compensate such Bank or any Person controlling such Bank for any increased costs which it determines are attributable to the Metal Lender maintenance by such Bank or such Person (or any Lending Office) of capital in respect of such Bank’s Commitment or Loans as a result of any Regulatory Change, such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such Bank or such Person (or any Lending Office) to a level below that which such Bank or such Person (or any Lending Office), taking into account their policies concerning capital adequacy, could have achieved but for such Regulatory Change.
(c) Each Bank will notify the Borrower of any event occurring after the date of this Agreement that will entitle such Bank to compensation under paragraph (a) or (b) of this Section 5.1 as promptly as practicable. Together with the delivery of such notice, the relevant Bank will furnish to the Borrower a certificate setting forth the basis and amount of each request by such Bank for compensation under paragraph (a) or (b) of this Section 5.1. Determinations and allocations by any Bank for purposes of this Section 5.1 of the effect of any Regulatory Change, law, regulation, or request of any central bank or other fiscal, monetary or other authority (whether or not having and computations of amounts payable set forth in the force of law), shall:
(a) subject certificate referred to in the Metal Lender to any tax (except for taxes on income or profits), levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to the making of Fixed Rate Consignments or Fixed Rate Gold Loans, or
(b) materially change the basis of taxation (except for changes preceding sentence shall be made in taxes on income or profits) of payments to the Metal Lender good faith and shall be rebuttably presumptive evidence of the principal of or the interest on Fixed Rate Consignments or Fixed Rate Gold Loans or any other amounts payable to the Metal Lender under this Agreement for Fixed Rate Consignments or Fixed Rate Gold Loans, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere matters set forth in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of the Metal Lender as they relate to this Agreement, or
(d) impose on the Metal Lender any other conditions or requirements with respect to Fixed Rate Consignments or Fixed Rate Gold Loans or any class of commitments of which any of Fixed Rate Consignments or Fixed Rate Gold Loans form a part;
(e) and the result of any of the foregoing is:
(i) to increase the cost to the Metal Lender of making, funding, issuing, renewing, extending or maintaining any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(ii) to reduce the amount of principal, interest or other amount payable to the Metal Lender hereunder on account of any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(iii) to require the Metal Lender to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Metal Lender for the Customers hereunder, then, and in each such case, the Customers will, upon demand by the Metal Lender, at any time and from time to time and as often as the occasion therefor may arise, pay to the Metal Lender such additional amounts as will be sufficient to compensate the Metal Lender for such additional cost, reduction, payment or foregone interest or other sumcertificates.
Appears in 1 contract
Sources: Credit Agreement (Boston Private Financial Holdings Inc)
Additional Costs. If (a) The Company shall pay directly to any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or Bank from time to time hereafter made upon such amounts as such Bank may determine to be necessary to compensate it for any costs which such Bank determines are attributable to its making or otherwise issued maintaining any Eurodollar Rate Loans, or its obligation to make any such Loans hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any of such Loans or such obligations (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any Regulatory Change which: (i) imposes or modifies any reserve, special deposit, minimum capital, capital ratio or similar requirements, to the Metal Lender by extent not included within the definition of “Reserve Requirement” in Section 1.01 hereof, relating to any central bank extensions of credit or other fiscalassets of, monetary or any deposits with or other authority liabilities of, such Bank (whether including any of such Loans or not having any deposits referred to in the force definition of law“LIBOR Rate” in Section 1.01 hereof), shall:
or any commitments of such Bank; or (aii) subject imposes any other condition affecting this Agreement or the Metal Lender to Notes (or any tax of such extensions of credit or liabilities) or its Commitment (except for taxes on income or profits), levy, impost, duty, charge, fee, deduction or withholding of any nature other than with respect to taxes (including any Taxes or Other Taxes), Section 5 hereof being the making sole remedy of Fixed Rate Consignments or Fixed Rate Gold Loanssuch Bank with respect thereto). Such Bank will notify the Company and the Agent of any event occurring after the date of this Agreement which will entitle such Bank to compensation pursuant to this Section 6.01(a) as promptly as practicable after it obtains knowledge thereof and shall determine as promptly as practicable after delivery of such notice whether it will determine to request such compensation, and such Bank will designate a different Applicable Lending Office for the Loans affected by such event if such designation will avoid the need for, or, if unavoidable, reduce the amount of, such compensation and will not, in the sole opinion of such Bank, be disadvantageous to such Bank, provided that such Bank shall have no obligation to so designate an Applicable Lending Office located in the United States. Each Bank will furnish the Company (with a copy to the Agent) with a certificate setting forth the basis and amount of each request by such Bank for compensation under this Section 6.01(a).
(b) materially change Without limiting the basis effect of taxation the provisions of Section 6.01(a) hereof, in the event that, by reason of any Regulatory Change, any Bank either (except for changes i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank which includes deposits by reference to which the interest rate on Eurodollar Rate Loans is determined as provided in taxes this Agreement or a category of extensions of credit or other assets of such Bank which includes Eurodollar Rate Loans or (ii) becomes subject to restrictions on income the amount of such a category of liabilities or profits) of payments assets which it may hold, then, if such Bank so elects by notice to the Metal Lender Agent and the Company, the obligation of the principal such Bank to make additional Loans of or the interest on Fixed Rate Consignments or Fixed Rate Gold Loans or any other amounts payable such Type hereunder shall be suspended until such Regulatory Change ceases to the Metal Lender under this Agreement for Fixed Rate Consignments or Fixed Rate Gold Loans, orbe in effect.
(c) impose or increase or render applicable Without limiting the effect of the foregoing provisions of this Section 6.01 (other than but without duplication), the Company shall pay directly to each Bank from time to time on request such amounts as such Bank may determine to be necessary to compensate such Bank for any costs which it determines are attributable to the extent specifically provided maintenance by such Bank or any of its affiliates, as a result of a Regulatory Change, of capital in respect of its maintaining Loans hereunder or its obligation to make Loans hereunder (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such Bank to a level below that which such Bank could have achieved but for elsewhere in such law, regulation, interpretation, directive or request). Each Bank will notify the Company that it is entitled to compensation pursuant to this AgreementSection 6.01(c) any special depositas promptly as practicable after it obtains knowledge thereof and shall determine as promptly as practicable after delivery of such notice whether it will determine to request such compensation, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or and such Bank will designate a different Applicable Lending Office for the account Loans affected by such event if such designation will avoid the need for, or, if unavoidable, reduce the amount of, or loans bysuch compensation and will not, or commitments in the sole opinion of such Bank, be disadvantageous to such Bank, provided that such Bank shall have no obligation to so designate an Applicable Lending Office located in the Metal Lender as they relate United States. Each Bank will furnish the Company (with a copy to the Agent) with a certificate setting forth the basis and amount of each request by such Bank for compensation under this Agreement, orSection 6.01(c).
(d) impose Determinations and allocations by any Bank for purposes of this Section 6.01 of the effect of any Regulatory Change on the Metal Lender any other conditions its costs of making or requirements with respect to Fixed Rate Consignments or Fixed Rate Gold maintaining Loans or maintaining its obligations to make Loans or on amounts receivable by it in respect of its Loans or such obligations, and of the additional amounts required to compensate such Bank in respect of any class of commitments of which any of Fixed Rate Consignments or Fixed Rate Gold Loans form Additional Costs, shall be conclusive, provided that such determinations and allocations are made on a part;reasonable basis.
(e) and If any Bank requests compensation for Additional Costs from the result of any of Company under Section 6.01(a) hereof, the foregoing is:
Company may either (i) to increase the cost to the Metal Lender prepay in full all Eurodollar Rate Loans of makingall Banks then outstanding, fundingtogether with interest accrued thereon, issuingin accordance with Section 4.02 hereof, renewing, extending or maintaining any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(ii) to reduce the amount Convert all Eurodollar Rate Loans of principal, interest or other amount payable to the Metal Lender hereunder on account of any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(iii) to require the Metal Lender to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Metal Lender for the Customers hereunder, thenall Banks in accordance with Section 3.03 hereof, and in each case the Company shall also pay such caseAdditional Costs to such Bank in accordance with this Section 6.01 on the date of such prepayment or Conversion, the Customers will, upon demand by the Metal Lender, at any time and from time to time and as often as the occasion therefor case may arise, pay be.
(f) Failure or delay on the part of any Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Bank’s right to demand such compensation; provided that the Company shall not be required to compensate a Bank pursuant to this Section for any increased costs or reductions incurred more than 270 days prior to the Metal Lender date that such additional amounts as will Bank notifies the Company of the Regulatory Change giving rise to such increased costs or reductions and of such Bank’s intention to claim compensation therefor; provided further that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall be sufficient extended to compensate include the Metal Lender for such additional cost, reduction, payment or foregone interest or other sumperiod of retroactive effect thereof.
Appears in 1 contract
Additional Costs. If (a) In the event that any present existing or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations law or regulation or guideline or interpretation thereof by any competent court or by any administrative or governmental or other regulatory body or official authority charged with the administration thereof, or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to the Metal Lender compliance by any central bank Bank with any request or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject the Metal Lender to any tax (except for taxes on income or profits), levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to the making of Fixed Rate Consignments or Fixed Rate Gold Loans, or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to the Metal Lender of the principal of or the interest on Fixed Rate Consignments or Fixed Rate Gold Loans or any other amounts payable to the Metal Lender under this Agreement for Fixed Rate Consignments or Fixed Rate Gold Loans, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements directive (whether or not having the force of law) against assets held byof any such authority shall impose, modify or deposits deem applicable or result in or for the account application of, any capital maintenance, capital ratio or loans bysimilar requirement against loan commitments made by any Bank, or commitments of the Metal Lender as they relate to this Agreement, or
(d) impose on the Metal Lender any other conditions or requirements with respect to Fixed Rate Consignments or Fixed Rate Gold Loans or any class of commitments of which any of Fixed Rate Consignments or Fixed Rate Gold Loans form a part;
(e) and the result of any event referred to above is to impose upon any Bank or increase any capital requirement applicable as a result of the foregoing is:
(i) to increase making or maintenance of, such Bank's Commitment or the cost to the Metal Lender of making, funding, issuing, renewing, extending or maintaining any obligation of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
Borrowers hereunder with respect to such Commitment (ii) to reduce the amount which imposition of principal, interest or other amount payable to the Metal Lender hereunder on account of any capital requirements may be determined by each Bank's reasonable allocation of the Fixed Rate Consignments aggregate of such capital increases or Fixed Rate Gold Loans, or
(iii) to require the Metal Lender to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Metal Lender for the Customers hereunderimpositions), then, upon demand made by such Bank as promptly as practicable after it obtains knowledge that such law, regulation, guideline, interpretation, request or directive exists and in each determines to make such casedemand, the Customers will, upon demand by the Metal Lender, at any time and Borrowers shall immediately pay to such Bank from time to time and as often as the occasion therefor may arise, pay to the Metal Lender specified by such Bank additional amounts as will commitment fees which shall be sufficient to compensate the Metal Lender such Bank for such imposition of or increase in capital requirements together with interest on each such amount commencing five (5) days from the date payment of such additional costcosts is demanded until payment in full thereof at the Post-Default Rate. A certificate setting forth in reasonable detail the amount necessary to compensate such Bank as a result of an imposition of or increase in capital requirements submitted -58- by such Bank to the Borrowers shall be conclusive, reductionas to the amount thereof. For purposes of this Section 2.16, payment all references to any "Bank" shall be deemed to include any participant in such Bank's Commitment.
(b) In the event that any Regulatory Change shall: (A) change the basis of taxation of any amounts payable to any Bank under this Agreement or foregone interest the Notes in respect of any Loans including, without limitation, Eurodollar Loans (other than taxes imposed on the overall net income of such Bank for any such Loans by the United States or the jurisdiction in which such Bank has its principal office); or (B) impose or modify any reserve, Federal Deposit Insurance Corporation premium or assessment, special deposit or similar requirements relating to any extensions of credit or other sumassets of, or any deposits with or other liabilities of, such Bank (including any of such Loans or any deposits referred to in the definition of "Eurodollar Rate" in Article I hereof); or (C) impose any other conditions affecting this Agreement in respect of Loans, including, without limitation, Eurodollar Loans (or any of such extensions of credit, assets, deposits or liabilities); and the result of any event referred to in clause (A), (B) or (C) above shall be to increase such Bank's costs of making or maintaining any Loans, including, without limitation, Eurodollar Loans, or its Commitment, or to reduce any amount receivable by such Bank hereunder in respect of any of its Eurodollar Loans, or its Commitment (such increases in costs and reductions in amounts receivable are hereinafter referred to as "Additional Costs") in each case, only to the extent that such Additional Costs are not included in the Eurodollar Rate applicable to such Eurodollar Loans, then, upon demand made by such Bank as promptly as practicable after it obtains knowledge that such a Regulatory Change exists and determines to make such demand (a copy of which demand shall be delivered to the Agent), the Borrowers shall pay to such Bank from time to time as specified by such Bank, additional commitment fees or other amounts which shall be sufficient to compensate such Bank for such increased cost or reduction in amounts receivable by such Bank from the date of such change, together with interest on each such amount from the date demanded until payment in full thereof at the Post-Default Rate. All references to any "Bank" shall be deemed to include any participant in such Bank's Commitment.
(c) Without limiting the effect of the foregoing provisions of this Section 2.16, in the event that, by reason of any Regulatory Change, any Bank either: (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Bank which includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank 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 Bank so elects by notice to the Borrowers (with a copy to the Agent), the obligation of such Bank to make, and to convert Loans of any other type into, Loans of such type hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (and all Loans of such type then outstanding shall be converted into Prime Rate Loans or into Eurodollar Loans of another duration, as the case may be, in accordance with Sections 2.7 and 2.19 hereof).
(d) Determinations by any Bank for purposes of this Section 2.16 of the effect of any Regulatory Change on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts required to compensate such Bank in respect of any Additional Costs, when set forth in a written notice to the Borrowers, shall be conclusive, absent manifest error.
Appears in 1 contract
Sources: Loan Agreement (Linc Group Inc)
Additional Costs. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with (a) The Borrowers shall pay to the administration or the interpretation thereof and requests, directives, instructions and notices at any time or Bank from time to time hereafter made upon or otherwise issued on demand such amounts as the Bank may reasonably determine to be necessary to compensate it for any costs which the Bank reasonably determines are attributable to the Metal Lender making or maintaining any Fixed Rate Loans under this Agreement or the Notes or the obligation to make any such Loans hereunder, or any reduction in any amount receivable by the Bank hereunder in respect of any central bank such Loans 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 Bank under this Agreement or the Notes in respect of any of such Loans (other than taxes imposed on the overall net income of the Bank or of any Lending Office for any of such Loans by the jurisdiction in which the Principal Office, the principal office of Chase London or such Lending Office is located); or (ii) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating to any extensions of credit or other fiscalassets of, monetary or any deposits with or other authority liabilities of, the Bank (including any of such Loans or any deposits referred to in the definition of "Fixed Base Rate" in Section 1.01); or (iii) imposes any other condition affecting this Agreement or the Notes (or any of such extensions of credit or liabilities). The Bank will notify the Borrowers of any event occurring after the date of this Agreement which will entitle the Bank to compensation pursuant to this Section 3.01(a) as promptly as practicable after it obtains knowledge thereof and determine to request such compensation.
(b) Without limiting the effect of the foregoing provisions of this Section 3.01, in the event that, by reason of any Regulatory Change, 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 the Bank which includes deposits by reference to which the interest rate on Fixed Rate Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of the Bank which includes 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 the Bank so elects by notice to the Borrowers, the obligation of the Bank to make or renew, and to convert Loans of any other type into, Loans of such type hereunder shall be suspended until the date such Regulatory Change ceases to be in effect, 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 accordance with Section 2.05.
(c) Without limiting the effect of the foregoing provisions of this Section 3.01 (but without duplication), the Borrowers shall pay to 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 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)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, shall:
(a) subject the Metal Lender without limitation, an amount equal to any tax (except for taxes reduction in return on income assets or profits), levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to the making of Fixed Rate Consignments or Fixed Rate Gold Loans, or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to the Metal Lender equity of the principal of 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 interest on Fixed Rate Consignments or Fixed Rate Gold Loans or any other amounts payable Borrowers if it is entitled to the Metal Lender under this Agreement for Fixed Rate Consignments or Fixed Rate Gold Loans, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of the Metal Lender as they relate compensation pursuant to this Agreement, orSection 3.01(c) as promptly as practicable after it determines to request such compensation.
(d) impose Determinations and allocations by the Bank for purposes of this Section 3.01 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 the Metal Lender any other conditions costs of making or requirements with respect to Fixed Rate Consignments or Fixed Rate Gold maintaining Loans or any class the obligation to make Loans, or on amounts receivable by, or the rate of commitments return to, the Bank in respect of which any of Fixed Rate Consignments Loans or Fixed Rate Gold Loans form a part;
(e) such obligation, and the result of any of the foregoing is:
(i) to increase the cost to the Metal Lender of making, funding, issuing, renewing, extending or maintaining any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(ii) to reduce the amount of principal, interest or other amount payable to the Metal Lender hereunder on account of any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(iii) to require the Metal Lender to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Metal Lender for the Customers hereunder, then, and in each such case, the Customers will, upon demand by the Metal Lender, at any time and from time to time and as often as the occasion therefor may arise, pay to the Metal Lender such additional amounts as will be sufficient required to compensate the Metal Lender for Bank under this Section 3.01, shall be conclusive, provided that such additional cost, reduction, payment or foregone interest or other sumdeterminations and allocations are made on a reasonable basis.
Appears in 1 contract
Sources: Credit Agreement (Farrel Corp)
Additional Costs. If any present Borrower agrees to pay to Bank all Additional Costs (hereinafter defined) within ten (10) days of receipt by Borrower from Bank of a statement setting forth the amount or future applicable law, which expression, as used herein, includes statutes, rules amounts due 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 basis for the interpretation thereof and requests, directives, instructions and notices at any time or determination from time to time hereafter made of such amount or amounts, which statement shall be conclusive and binding upon Borrower absent manifest error. Failure on the part of Bank to demand compensation for any Additional Costs in any Interest Period shall not constitute a waiver of Bank's right to demand compensation for any Additional Costs incurred during any such Interest Period or otherwise issued to in any other subsequent or prior Interest Period. The term "Additional Costs" shall mean such additional amount or amounts as Bank shall reasonably determine will compensate Bank for actual costs incurred by Bank in maintaining LIBOR Rates on the Metal Lender by LIBOR Balances or any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject the Metal Lender to any tax (except for taxes on income or profits), levy, impost, duty, charge, fee, deduction or withholding portion thereof as a result of any nature with respect to change, after the making date of Fixed Rate Consignments this Note, in applicable law, rule or Fixed Rate Gold Loansregulation or in the interpretation or administration thereof by, or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to the Metal Lender of the principal of or the interest on Fixed Rate Consignments compliance by Bank with any request or Fixed Rate Gold Loans directive from, any domestic or any other amounts payable to foreign governmental authority charged with the Metal Lender under this Agreement for Fixed Rate Consignments interpretation or Fixed Rate Gold Loans, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements administration thereof (whether or not having the force of law) or by any domestic or foreign court changing the basis of taxation of payments to Bank of the LIBOR Balances or interest on the LIBOR Balances or any portion thereof at an Adjusted LIBOR Rate or any other fees or amounts payable under this Note or the Loan Agreement (other than taxes imposed on all or any portion of the overall net income of Bank by any federal, state, local or municipal governmental unit), or imposing, modifying or applying any reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of, or loans by, or commitments of the Metal Lender as they relate to this Agreement, or
(d) impose on the Metal Lender any other conditions or requirements with respect to Fixed Rate Consignments or Fixed Rate Gold Loans or any class of commitments of which any of Fixed Rate Consignments or Fixed Rate Gold Loans form a part;
(e) and the result of any of the foregoing is:
(i) to increase the cost to the Metal Lender of making, funding, issuing, renewing, extending or maintaining any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(ii) to reduce the amount of principal, interest or other amount payable to the Metal Lender hereunder on account of any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(iii) to require the Metal Lender to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Metal Lender for the Customers hereunder, then, and in each such case, the Customers will, upon demand by the Metal Lender, at any time and from time to time and as often as the occasion therefor may arise, pay to the Metal Lender such additional amounts as will be sufficient to compensate the Metal Lender for such additional cost, reduction, payment or foregone interest or other sum.,
Appears in 1 contract
Sources: Loan and Security Agreement (White Electronic Designs Corp)
Additional Costs. If (a) The Borrower shall (but without duplication of any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or requirement in this Section 5) pay directly to each Bank from time to time hereafter made upon such amounts as such Bank shall in good faith determine to be material and necessary to compensate such Bank for any costs that such Bank determines are attributable to its making or otherwise issued to the Metal Lender by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject the Metal Lender to any tax (except for taxes on income or profits), levy, impost, duty, charge, fee, deduction or withholding maintaining of any nature with respect to the making of Fixed Rate Consignments or Fixed Rate Gold Loans, or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to the Metal Lender of the principal of or the interest on Fixed Rate Consignments or Fixed Rate Gold Loans or its obligation to make any other amounts payable to the Metal Lender under this Agreement for Fixed Rate Consignments or Fixed Rate Gold Loans, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held byEurodollar Loans hereunder, or deposits any reduction in or for the account of, or loans by, or commitments of the Metal Lender as they relate to this Agreement, or
(d) impose on the Metal Lender any other conditions or requirements with amount receivable by such Bank hereunder in respect to Fixed Rate Consignments or Fixed Rate Gold Loans or any class of commitments of which any of Fixed Rate Consignments or Fixed Rate Gold Loans form a part;
(e) and the result of any of the foregoing issuch Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any Regulatory Change that:
(i) to increase the cost to the Metal Lender of making, funding, issuing, renewing, extending shall subject any Bank (or maintaining 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 Fixed Rate Consignments basis of taxation of any amounts payable to such Bank under this Agreement or Fixed Rate Gold Loans, its Notes in respect of any of such Loans (excluding changes in the rate of tax on or measured by the overall net income of such Bank or of such Applicable Lending Office by the jurisdiction in which such Bank has its principal office or such Applicable Lending Office); or
(ii) imposes or modifies any reserve, special deposit or similar requirements (other than the reserves referred to reduce the amount in Section 5.01(d) hereof) relating to any extensions of principal, interest credit or other amount payable to the Metal Lender hereunder on account of assets of, or any deposits with or other liabilities of, such Bank (including, without limitation, any of such Loans or any deposits referred to in the definition of “Fixed Rate Consignments Base Rate” in Section 1.01 hereof), or Fixed Rate Gold Loansany commitment of such Bank (including, without limitation, the Commitment of such Bank hereunder); or
(iii) imposes any other condition affecting this Agreement or its Notes (or any of such extensions of credit or liabilities) or its Commitment. If any Bank requests compensation from the Borrower under this Section 5.01(a), the Borrower may, by notice to require such Bank (with a copy to the Metal Lender Administrative Agent), suspend the obligation of such Bank thereafter to make any payment or Continue Eurodollar Loans, or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount Convert Loans of any sum receivable 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 hereof shall be applicable), provided that such suspension shall not affect the right of such Bank to receive the compensation so requested.
(b) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication of any other requirement in this Section 5), if any Bank determines that any Regulatory Change regarding capital requirements has or deemed received would have the effect of reducing the rate of return on such Bank’s capital or on the capital of such Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by such Banks to a level below that which such Bank or such Bank’s holding company could have achieved but for such Regulatory Change (taking into consideration such Bank’s policies and the Metal Lender for the Customers hereunderpolicies of such Bank’s holding company with respect to capital adequacy), then, and in each such case, the Customers will, upon demand by the Metal Lender, at any time and then from time to time the Borrower will pay to such Bank such additional amount or amounts as will compensate such Bank or such Bank’s holding company for any such reduction suffered.
(c) Each Bank shall notify the Borrower of any event occurring after the date of this Agreement entitling such Bank to compensation under paragraph (a) or (b) of this Section 5.01 as promptly as practicable; provided that if any Bank fails to give such notice after it obtains actual knowledge of such an event, such Bank shall, with respect to compensation payable pursuant to this Section 5.01 in respect of any costs resulting from such event, only be entitled to payment under this Section 5.01 for costs incurred from and after the date 180 days prior to the date that such Bank does give such notice. Any Bank so notifying the Borrower shall, at the Borrower’s request, take such steps as often may be available to it and acceptable to the Borrower to mitigate the effects of such event (which shall include efforts to book the Loans held by such Bank at another lending office of such Bank); provided that such Bank shall be under no obligation to take any step that, in its good faith judgment, would result in its incurring any Additional Costs, additional U.S. Taxes or other additional costs in performing its obligations hereunder (unless the Borrower has agreed to reimburse it for the same) or would, in the good faith judgment of such Bank, be materially disadvantageous to such Bank or materially inconsistent with such Bank’s internal policies. Anything herein to the contrary notwithstanding, no Bank shall have the right to demand compensation for Additional Costs or reduced rate of return under paragraph (a) or (b) of this Section 5.01, (i) to the extent that such Bank determines in good faith that the interest rate or margin on the relevant Loans appropriately accounts for any Additional Costs, (ii) unless demand thereunder is made in accordance with a policy of such Bank being applied in good faith to all borrowers similarly situated and (iii)with respect to any Money Market Loans, if such Bank shall have obtained actual knowledge of the Regulatory Change giving rise to such request by the time of submission of such Bank’s Money Market Quote pursuant to which such Money Market Loans shall have been made, unless notice of such Bank’s entitlement to such compensation shall have been furnished to the Borrower at or prior to such time. Each Bank will furnish to the Borrower a certificate setting forth the basis and amount of each request by such Bank for compensation under paragraph (a) or (b) of this Section 5.01 and computations made by such Bank to determine such amount. Determinations and allocations by any Bank for purposes of this Section 5.01 of the effect of any Regulatory Change pursuant to paragraph (a) of this Section 5.01, or of the effect of capital maintained pursuant to paragraph (b) of this Section 5.01, on its costs or rate of return of maintaining Loans or its obligation to make Loans, or on amounts receivable by it in respect of Loans, and of the amounts required to compensate such Bank under this Section 5.01, shall be conclusive, provided that such determinations and allocations are made in good faith on a reasonable basis, including any reasonable averaging and attribution methods.
(d) Without limiting the effect of the foregoing (but without duplication of any other requirement in this Section 5), if any Bank certifies to the Borrower (through the Administrative Agent) that such Bank is maintaining reserves against “Eurocurrency liabilities” under Regulation D, then so long as such Bank is maintaining such reserves the occasion therefor may arise, Borrower shall pay to the Metal Lender Administrative Agent for account of such Bank, on the last day of each Interest Period for each Fixed Rate Loan made by such Bank more than three Business Days after receipt by the Borrower of such certification, an additional amounts as will be sufficient amount equal to compensate the Metal Lender product of the following for such additional costFixed Rate Loan for each day during such Interest Period:
(i) the principal amount of such Fixed Rate Loan outstanding on such day; and
(ii) the remainder of (x) a fraction the numerator of which is the rate (expressed as a decimal) at which interest accrues on such Fixed Rate Loan for such Interest Period as provided in this Agreement (less the Applicable Margin in the case of Syndicated Loans, reduction, payment and less (if positive) or foregone interest or other sumplus (if negative) the LIBO Margin in the case of LIBOR Market Loans) and the denominator of which is one minus the effective rate (expressed as a decimal) at which such reserve requirements are imposed on such Bank on such day minus (y) such numerator; and
(iii) 1/360. Any Bank that has certified to the Borrower that it is maintaining such reserves shall promptly notify the Borrower (through the Administrative Agent) if and when it ceases to maintain such reserves.
Appears in 1 contract
Additional Costs. If (a) If, due to either (i) any present change in any law or future applicable lawregulation (or its interpretation), which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by or (ii) the compliance with any competent court guideline or by request from any governmental central lender or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to the Metal Lender by any central bank or other fiscal, monetary or other governmental authority (whether or not having the force of law), shall:
there shall be any increase in the cost to the Lender of making, funding or maintaining LIBOR Rate Loans, then the Borrower shall from time to time, upon demand by the Lender pay to the Lender additional amounts sufficient to reimburse the Lender for any such additional costs. A certificate of the Lender submitted to the Borrower as to the amount of such additional costs, shall be conclusive and binding for all purposes, absent manifest error. Upon notice from the Borrower to the Lender within five (a5) subject Business Days after the Metal Lender notifies the Borrower of any such additional costs pursuant to this Section 2.10(a), the Borrower may either prepay in full all LIBOR Rate Loans so affected then outstanding, together with interest accrued thereon to the date of such prepayment, or (ii) convert such LIBOR Rate Loans so affected then outstanding into Base Rate Loans upon not less than four (4) Business Days’ notice to the Lender. If any tax such prepayment or conversion of any LIBOR Rate Loan occurs on any day other than the last day of the applicable Interest Period for such Loan, the Borrower also shall pay to the Lender such additional amounts sufficient to indemnify the Lender against any loss, cost, or expense incurred by the Lender as a result of such prepayment or conversion, including, without limitation, any loss (except for taxes on income or including loss of anticipated profits), levycost, impostor expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Lender to fund any such Loan, duty, charge, fee, deduction or withholding and a certificate as to the amount of any nature with respect such loss, cost, or expense submitted by the Lender to the making of Fixed Rate Consignments or Fixed Rate Gold LoansBorrower shall be conclusive and binding for all purposes, orabsent manifest error.
(b) materially change the basis of taxation If either (except for changes in taxes on income or profits) of payments to the Metal Lender of the principal of or the interest on Fixed Rate Consignments or Fixed Rate Gold Loans or any other amounts payable to the Metal Lender under this Agreement for Fixed Rate Consignments or Fixed Rate Gold Loans, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreementi) any special depositchange in any law or regulation (or its interpretation), reserve, assessment, liquidity, capital adequacy or (ii) the compliance with any guideline or request from any central lender or other similar requirements governmental authority (whether or not having the force of law) against assets held by), affects or deposits in or for the account of, or loans by, or commitments of the Metal Lender as they relate to this Agreement, or
(d) impose on the Metal Lender any other conditions or requirements with respect to Fixed Rate Consignments or Fixed Rate Gold Loans or any class of commitments of which any of Fixed Rate Consignments or Fixed Rate Gold Loans form a part;
(e) and the result of any of the foregoing is:
(i) to increase the cost to the Metal Lender of making, funding, issuing, renewing, extending or maintaining any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(ii) to reduce would affect the amount of principal, interest capital required or other amount payable expected to be maintained by the Metal Lender hereunder on account of or any of corporation controlling the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(iii) to require Lender and the Metal Lender to make any payment or to forego any interest or other sum payable hereunder, determines that the amount of which payment such capital is increased by or foregone interest based upon the existence of the Loan (or commitment to make the Loan) and other sum is calculated by reference extensions of credit (or commitments to the gross amount extend credit) of any sum receivable or deemed received by the Metal Lender for the Customers hereundersimilar type, then, and in each such case, the Customers will, upon demand by the Metal Lender, at any time and the Borrower shall pay to the Lender from time to time as specified by the Lender additional amounts sufficient to compensate the Lender in the light of such circumstances, to the extent that the Lender reasonably determines such increase in capital to be allocable to the existence of the Lender’s Loan (or commitment to make the Loan). A certificate of the Lender submitted to the Borrower as to such amounts shall be conclusive and as often as binding for all purposes, absent manifest error. Upon notice from the occasion therefor Borrower to the Lender within five (5) Business Days after the Lender notifies the Borrower of any such additional costs pursuant to this Section 2.10(b), the Borrower may ariseeither (A) prepay in full the Loan if so affected, together with interest accrued thereon to the date of such prepayment, or (B) convert the Loan if so affected into a Loan of any other type not so affected upon not less than four (4) Business Days’ notice to the Lender. If any such prepayment or conversion of any LIBOR Rate Loan occurs on any day other than the last day of the applicable Interest Period for such Loan, the Borrower also shall pay to the Metal Lender such additional amounts as will be sufficient to compensate indemnify the Metal Lender for such additional against any loss, cost, reductionor expense incurred by the Lender as a result of such prepayment or conversion, payment including, without limitation, any loss (including loss of anticipated profits), cost, or foregone interest expense incurred by reason of the liquidation or reemployment of deposits or other sum.funds acquired by the Lender to fund any such Loan, and a certificate as to the amount of any such loss, cost, or expense submitted by the Lender to the Borrower shall be conclusive and binding for all purposes, absent manifest error..
Appears in 1 contract
Sources: Credit Agreement (Birner Dental Management Services Inc)
Additional Costs. If any present (a) Each Borrower shall pay directly to each Lender or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or Issuing Bank from time to time hereafter made upon such amounts as such Lender or otherwise issued Issuing Bank may determine to the Metal be necessary to compensate such Lender by or Issuing Bank for any central bank costs that such Lender or other fiscal, monetary Issuing Bank determines are attributable to its making or other authority (whether or not having the force of law), shall:
(a) subject the Metal Lender to any tax (except for taxes on income or profits), levy, impost, duty, charge, fee, deduction or withholding maintaining of any nature with respect to the making of Fixed LIBO Rate Consignments or Fixed Rate Gold Loans, or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to the Metal Lender of the principal of or the interest on Fixed Rate Consignments or Fixed Rate Gold Loans or Set Rate Loans or its obligation to make any other amounts payable LIBO Rate Loans hereunder or to the Metal Lender under this Agreement for Fixed Rate Consignments participate in, issue or Fixed Rate Gold Loans, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) maintain any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force Letter of law) against assets held byCredit, or deposits any reduction in or for the account of, or loans by, or commitments of the Metal any amount receivable by such Lender as they relate to this Agreement, or
(d) impose on the Metal Lender any other conditions or requirements with hereunder in respect to Fixed Rate Consignments or Fixed Rate Gold Loans or any class of commitments of which any of Fixed Rate Consignments or Fixed Rate Gold Loans form a part;
(e) and the result of any of the foregoing issuch Loans, such Letters of Credit or such obligation (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any Regulatory Change that:
(i) changes the basis of taxation of any amounts payable to increase the cost to the Metal such Lender or Issuing Bank under this Agreement or its Notes in respect of making, funding, issuing, renewing, extending or maintaining any of such Loans or Letters of Credit (other than taxes imposed on or measured by the Fixed Rate Consignments overall net income of such Lender or Fixed Rate Gold Loans, such Issuing Bank or of its Applicable Lending Office for any of such Loans or Letters of Credit by the jurisdiction in which such Lender or Issuing Bank has its principal office or such Applicable Lending Office); or
(ii) imposes or modifies any reserve, special deposit or similar requirements (other than the Reserve Requirement utilized in the determination of the Adjusted LIBO Rate for such Loan and Mandatory Costs utilized in the determination of the LIBO Rate for such Loan) relating to reduce the amount any extensions of principal, interest credit or other amount payable to the Metal assets of, or any deposits with or other liabilities of, such Lender hereunder on account of (including, without limitation, any of such Loans or any deposits referred to in the Fixed Rate Consignments definition of “LIBO Rate” in Section 1.01), or Fixed Rate Gold Loansany commitment of such Lender (including, without limitation, the Commitment of such Lender hereunder); or
(iii) to require the Metal Lender to make imposes any payment other condition affecting this Agreement or to forego its Notes (or any interest of such extensions of credit or other sum payable hereunder, the amount of which payment liabilities) or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Metal Lender for the Customers hereunder, then, and in each such case, the Customers will, upon demand by the Metal Lender, at any time and from time to time and as often as the occasion therefor may arise, pay to the Metal Lender such additional amounts as will be sufficient to compensate the Metal Lender for such additional cost, reduction, payment or foregone interest or other sumits Commitment.
Appears in 1 contract
Additional Costs. If any present Regulatory Change shall:
(i) impose, modify or future deem applicable law, which expression, as used herein, includes statutes, rules and any reserve (including pursuant to 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 issued from time to time hereafter made upon or otherwise issued to by the Metal Lender by FRB for determining the maximum reserve requirement (including any central bank emergency, special, supplemental or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(amarginal reserve requirement) subject the Metal Lender to any tax (except for taxes on income or profits), levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to the making of Fixed Rate Consignments or Fixed Rate Gold Loans, or
eurocurrency funding (b) materially change the basis of taxation (except for changes currently referred to as “Eurocurrency liabilities” in taxes on income or profits) of payments to the Metal Lender Regulation D of the principal of or the interest on Fixed Rate Consignments or Fixed Rate Gold Loans or any other amounts payable FRB, as amended and in effect from time to the Metal Lender under this Agreement for Fixed Rate Consignments or Fixed Rate Gold Loanstime)), or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reservecompulsory loan, assessment, liquidity, capital adequacy insurance charge or other similar requirements (whether or not having the force of law) requirement against assets held byof, or deposits in with or for the account of, or advances, loans or other credit extended or participated in by, or commitments any Lender;
(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in Clauses (b) through (d) of the Metal Lender as they relate to this Agreementdefinition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or
(diii) impose on the Metal any Lender any other conditions condition, cost or requirements with respect to Fixed Rate Consignments expense (other than Taxes) affecting this Agreement or Fixed Rate Gold the Loans or any class of commitments of which any of Fixed Rate Consignments or Fixed Rate Gold Loans form a part;
(e) made by such Lender; and the result of any of the foregoing is:
(i) shall be to increase the cost to the Metal such Lender or such other Recipient of making, fundingconverting to, issuing, renewing, extending continuing or maintaining any Loan or of maintaining its obligation to make any such Loan, or to increase the Fixed Rate Consignments cost to such Lender or Fixed Rate Gold Loans, or
(ii) such other Recipient or to reduce the amount of any sum received or receivable by such Lender or other Recipient hereunder (whether of principal, interest or any other amount payable to the Metal amount) then, upon request of such Lender hereunder on account of any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(iii) to require the Metal Lender to make any payment or to forego any interest or other sum payable hereunderRecipient, the amount of which payment or foregone interest Borrower will pay to such Lender or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Metal Lender for the Customers hereunderRecipient, then, and in each such case, the Customers will, upon demand by the Metal Lender, at any time and from time to time and as often as the occasion therefor case may arisebe, pay to the Metal Lender such additional amount or amounts as will be sufficient to compensate such Lender or other Recipient, as the Metal Lender case may be, for such additional cost, reduction, payment costs incurred or foregone interest or other sumreduction suffered.
Appears in 1 contract
Sources: Secured Debtor in Possession Term Loan Credit Agreement (Office Properties Income Trust)
Additional Costs. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or (a) The Borrower shall pay directly to each Bank from time to time hereafter made upon on demand such amounts as such Bank may reasonably determine to be necessary to compensate it for any costs which such Bank determines are attributable to its making or otherwise issued maintaining any Eurocurrency Loans under this Agreement or its Note or its obligation to make any such Loans hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change, or any Reserve Requirement for any such Loans which: (i) changes the basis of taxation of any amounts payable to such Bank under this Agreement or its Note in respect of any of such Loans (other than taxes imposed on the overall net income of such Bank or of its Lending Office for any of such Loans by the jurisdiction in which such Bank has its principal office or such Lending Office); or (ii) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any of such Loans or any deposits referred to in the definition of "LIBO Rate" in Section 1.01); or (iii) imposes any other condition affecting this Agreement or its Note (or any of such extensions of credit or liabilities). Each Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Bank to compensation pursuant to this Section 3.01(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. The amount payable to any such Bank shall be computed from the date of the occurrence giving rise to Additional Cost, or the date that is 120 days prior to the Metal Lender date of demand by such Bank, whichever is later. If any central bank Bank requests compensation from the Borrower under this section 3.01(a), or under section 3.01(c), the Borrower may, by notice to such Bank (with a copy to the Agent), suspend the obligation of such Bank to maintain Loans of the type with respect to which such compensation is requested (in which case the provisions of section 3.04 shall be applicable).
(b) Without limiting the effect of the foregoing provisions of this Section 3.01, in the event that, by reason of any Regulatory Change, any Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other fiscal, monetary liabilities of such Bank which includes deposits by reference to which the interest rate on Eurocurrency Loans is determined as provided in this Agreement or a category of extensions of credit or other authority assets of such Bank which includes 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 Bank so elects by notice to the Borrower (with a copy to the Agent), the obligation of such Bank to make 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 3.04 shall be applicable).
(c) Without limiting the effect of the foregoing provisions of this Section 3.01 (but without duplication), the Borrower shall pay directly to each Bank from time to time on request such amounts as such Bank may reasonably determine to be necessary to compensate such Bank for any costs which it determines are attributable to the maintenance of capital by it or any of its Affiliates pursuant to any future law or regulation of any jurisdiction or any interpretation, directive or request (whether or not having the force of law)law and whether in effect on the date of this Agreement or thereafter) of any court or governmental or monetary authority in respect of its Loan hereunder or its obligation to make its Loan hereunder (such compensation to include, shall:
(a) subject the Metal Lender without limitation, an amount equal to any tax 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 Borrower if it is entitled to compensation pursuant to this Section 3.01(c) as promptly as practicable after it determines to request such compensation. The amount payable to any Bank shall be computed from the date of the occurrence entitling such Bank to compensation, or the date that is one hundred twenty (except for taxes on income or profits), levy, impost, duty, charge, fee, deduction or withholding of any nature with respect 120) days prior to the making date of Fixed Rate Consignments or Fixed Rate Gold Loansdemand by such Bank, or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to the Metal Lender of the principal of or the interest on Fixed Rate Consignments or Fixed Rate Gold Loans or any other amounts payable to the Metal Lender under this Agreement for Fixed Rate Consignments or Fixed Rate Gold Loans, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of the Metal Lender as they relate to this Agreement, orwhichever is later.
(d) impose Determinations and allocations by a Bank for purposes of this Section 3.01 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 the Metal Lender any other conditions its costs of making or requirements with respect to Fixed Rate Consignments or Fixed Rate Gold maintaining Loans or any class its obligation to make Loans, or on amounts receivable by, or the rate of commitments return to, it in respect of which any of Fixed Rate Consignments Loans or Fixed Rate Gold Loans form a part;
(e) such obligation, and the result of any of the foregoing is:
(i) to increase the cost to the Metal Lender of making, funding, issuing, renewing, extending or maintaining any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(ii) to reduce the amount of principal, interest or other amount payable to the Metal Lender hereunder on account of any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(iii) to require the Metal Lender to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Metal Lender for the Customers hereunder, then, and in each such case, the Customers will, upon demand by the Metal Lender, at any time and from time to time and as often as the occasion therefor may arise, pay to the Metal Lender such additional amounts as will be sufficient required to compensate the Metal Lender for such additional costBank under this Section 3.01, reductionshall be conclusive, payment or foregone interest or other sumprovided that such determinations and allocations are made on a reasonable basis.
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Additional Costs. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with (a) The Borrower shalt pay directly to the administration or the interpretation thereof and requests, directives, instructions and notices at any time or Bank from time to time hereafter made upon such amounts as the Bank may determine to be necessary to compensate the Bank for any costs that it determines are attributable to its making or otherwise issued maintaining of any Loans or its obligation to make any Loans hereunder, or any reduction in any amount receivable by the Bank hereunder in respect of any of such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting in whole or in part from any Regulatory Change that:
(i) changes the basis of taxation of any amounts payable to the Metal Lender Bank under this Agreement in respect of any of such Loans (other than taxes imposed on or measured by the overall net income of the Bank or of its Applicable Lending office for any central bank of such Loans by the jurisdiction in which the Bank has its principal office or such Applicable Lending Office); or
(ii) imposes or modifies any reserve, special deposit or similar requirements relating to any extensions of credit or other fiscalassets of, monetary or any deposits with or other authority liabilities of, the Bank (including any of such Loans or any deposits referred to in the definition of "London Interbank Rate" in Section 1.01 hereof), or any commitment of the Bank (including the Commitment hereunder); or
(iii) imposes any other condition affecting this Agreement (or any of such extensions of credit or liabilities) or the Commitment.
(b) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Borrower shall pay directly 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 that it determines are attributable to the maintenance by the Bank (or any Applicable Lending Office), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law), shall:
(alaw and whether or not the failure to comply therewith would be unlawful) subject the Metal Lender to any tax (except for taxes on income or profits), levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to the making of Fixed Rate Consignments court or Fixed Rate Gold Loans, or
governmental or monetary authority (bi) materially change the basis of taxation following any Regulatory Change or (except for changes in taxes on income or profitsii) of payments to the Metal Lender of the principal of or the interest on Fixed Rate Consignments or Fixed Rate Gold Loans or implementing any other amounts payable to the Metal Lender under this Agreement for Fixed Rate Consignments or Fixed Rate Gold Loans, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, risk-based capital adequacy guideline or other similar requirements requirement (whether or not having the force of lawlaw and whether or not the failure to comply therewith would be unlawful) against assets held byheretofore or hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basle Accord, or deposits of capital in or for the account of, or loans by, or commitments respect of the Metal Lender as they relate Commitment or Loans (such compensation to this Agreement, or
include an amount equal to any reduction of the rate of return on assets or equity of the Bank (d) impose on the Metal Lender any other conditions or requirements with respect to Fixed Rate Consignments or Fixed Rate Gold Loans or any class of commitments of which any of Fixed Rate Consignments or Fixed Rate Gold Loans form a part;
(e) and the result of any of the foregoing is:
(iApplicable Lending Office) to increase a level below that which the cost to Bank (or any Applicable Lending Office) could have achieved but for such law, regulation, interpretation, directive or request). For purposes of this Section 5.01(b), "Basle Accord" shall mean the Metal Lender of making, funding, issuing, renewing, extending or maintaining any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(ii) to reduce the amount of principal, interest or other amount payable to the Metal Lender hereunder on account of any of the Fixed Rate Consignments or Fixed Rate Gold Loans, or
(iii) to require the Metal Lender to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received proposals for risk-based capital framework described by the Metal Lender for the Customers hereunderBasle Committee on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, thenas amended, modified and supplemented and in each such case, the Customers will, upon demand by the Metal Lender, at any time and effect from time to time and as often as the occasion therefor may arise, pay to the Metal Lender such additional amounts as will be sufficient to compensate the Metal Lender for such additional cost, reduction, payment or foregone interest or other sumany replacement thereof.
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