Increased Cost. If, after the date hereof, any Regulatory Change or compliance with any request or directive (whether or not having the force of law) of any governmental authority, central bank or comparable agency: (i) shall subject the Bank to any tax, duty or other charge with respect to Fixed Rate Borrowings or Floating Eurodollar Rate Borrowings or its obligation to make Fixed Rate Borrowings or Floating Eurodollar Rate Borrowings, or shall change the basis of taxation of payment to the Bank of the principal of or interest on Fixed Rate Borrowings or Floating Eurodollar Rate Borrowings or any other amounts due under this Agreement in respect of Fixed Rate Borrowings or Floating Eurodollar Rate Borrowings or its obligation to make Fixed Rate Borrowings or Floating Eurodollar Rate Borrowings (except for changes in the rate of tax on the overall net income of the Bank imposed by the laws of the United States or any jurisdiction in which the Bank's principal office is located); or (ii) shall impose, modify or deem applicable any reserve, special deposit, capital requirement or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any such requirement to the extent included in calculating the Fixed Rate, the Floating Reserve-Adjusted Eurodollar Rate or the Average Daily Qualifying Balances, as the case may be) against assets of, deposits with or for the account of, or credit extended by, the Bank or shall impose on the Bank or on the United States market for certificates of deposit any other condition affecting, Fixed Rate Borrowings or Floating Eurodollar Rate Borrowings or its obligation to make Fixed Rate Borrowings or Floating Eurodollar Rate Borrowings; and the result of any of the foregoing is to increase the cost to the Bank of making or maintaining any Fixed Rate Borrowing or Floating Eurodollar Rate Borrowing, or to reduce the amount of any sum received or receivable by the Bank under this Agreement or under the Note, then, within 10 days after written demand by the Bank, delivered to the Company, the Company shall pay to the Bank such additional amount or -16- amounts as will compensate the Bank for such increased cost or reduction. A certificate of the Bank claiming compensation under this Section 6.02(b), setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of manifest error. In determining such amount, the Bank may use any reasonable averaging and attribution methods. Failure on the part of the Bank to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any period shall not constitute a waiver of the Bank's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent period.
Appears in 1 contract
Sources: Warehousing Credit Agreement (Express America Holdings Corp)
Increased Cost. IfIf any change in applicable law, after regulation or regulatory requirement or in the date hereofinterpretation or application thereof by any Authority shall: subject any Lender, any Regulatory Change Participant or compliance with any request or directive (whether or not having the force of law) of any governmental authority, central bank or comparable agency:
(i) shall subject the Bank parent holding company thereof to any tax, duty Taxes; or other charge with respect to Fixed Rate Borrowings or Floating Eurodollar Rate Borrowings or its obligation to make Fixed Rate Borrowings or Floating Eurodollar Rate Borrowings, or shall change the basis of taxation to any Lender, Participant or the parent holding company thereof of payment to the Bank payments of the principal of or interest on Fixed Rate Borrowings or Floating Eurodollar Rate Borrowings or any other amounts payment due under or to become due pursuant to this Agreement in respect of Fixed Rate Borrowings or Floating Eurodollar Rate Borrowings or its obligation to make Fixed Rate Borrowings or Floating Eurodollar Rate Borrowings (except for changes other than a change in the rate of tax on the overall net income of the Bank imposed basis effected by the laws of the United States of America, the State or The City of New York or any governmental subdivision or other taxing authority having jurisdiction in which over such Lender, Participant or parent holding company thereof (unless such jurisdiction is asserted solely by reason of the Bank's principal office is locatedactivities of OSG or any Subsidiary) or such other jurisdiction where the Advances may be payable); or
(ii) shall or impose, modify or deem applicable any reserve, reserve or capital adequacy requirements or require the making of any special deposit, capital requirement deposits against or similar requirement (including, without limitation, in respect of any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any such requirement to the extent included in calculating the Fixed Rate, the Floating Reserve-Adjusted Eurodollar Rate assets or the Average Daily Qualifying Balances, as the case may be) against assets liabilities of, deposits with or for the account of, or credit extended loans by, any Lender or Participant or the Bank parent holding company thereof; or shall impose on any Lender or Participant or the Bank or on the United States market for certificates of deposit parent holding company thereof any other condition affecting, Fixed Rate Borrowings affecting the Facility or Floating Eurodollar Rate Borrowings or its obligation to make Fixed Rate Borrowings or Floating Eurodollar Rate Borrowingsany part thereof; and the result of any of the foregoing is either to increase the cost to the Bank such Lender or Participant or its parent holding company, of making available or maintaining the Facility or any Fixed Rate Borrowing or Floating Eurodollar Rate Borrowing, part thereof or to reduce the rate of return on assets or equity of such Lender or Participant or the amount of any sum payment received by such Lender or receivable by Participant or its parent holding company, then and in any such case if such increase or reduction in the Bank opinion of such Lender or Participant materially affects the interests of such Lender or Participant or its parent holding company under or in connection with this Agreement Agreement: such Lender or under Participant shall notify the Note, then, within 10 days after written demand by Borrowers and the Bank, delivered Administrative Agent in writing of the happening of such event; the Borrowers agree forthwith upon receipt of notice from such Lender or Participant as aforesaid to the Company, the Company shall pay to the Bank such Lender or Participant such amount as such Lender or Participant certifies to be necessary to compensate such Lender or Participant or its parent holding company for such additional cost or such reduction. Any such notice referred to in subsections (i) and (ii) of this Section 11.2 may be made by a Lender or Participant at any time before or within one (1) year after any repayment of the Facility Balance; provided, however, that before making any such demand, such Lender or Participant agrees to use its best efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different lending office if the making of such designation would avoid the need for, or reduce the amount or -16- amounts as will compensate the Bank for of, such increased cost or reduction. A certificate of the Bank claiming compensation under this Section 6.02(b)such reduction and would not, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence judgment of manifest error. In determining such amountLender or Participant, the Bank may use any reasonable averaging and attribution methods. Failure on the part of the Bank be otherwise disadvantageous to demand compensation for any increased costs such Lender or reduction in amounts received or receivable with respect to any period shall not constitute a waiver of the Bank's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent periodParticipant.
Appears in 1 contract
Increased Cost. If, If after the date hereofClosing Date any change in applicable law, regulation or regulatory requirement or in the interpretation or application thereof by any Regulatory Change or compliance with any request or directive (whether or not having the force of law) of any governmental authority, central bank or comparable agencyAuthority shall:
(ia) shall subject the Bank any Lender or Participant to any tax, duty Indemnified Taxes or other charge with respect to Fixed Rate Borrowings or Floating Eurodollar Rate Borrowings or its obligation to make Fixed Rate Borrowings or Floating Eurodollar Rate Borrowings, or shall Other Taxes; or
(b) change the basis of taxation to any Lender or Participant of payment to the Bank payments of the principal of or interest on Fixed Rate Borrowings or Floating Eurodollar Rate Borrowings or any other amounts payment due under or to become due pursuant to this Agreement in respect of Fixed Rate Borrowings or Floating Eurodollar Rate Borrowings or its obligation to make Fixed Rate Borrowings or Floating Eurodollar Rate Borrowings (except for changes other than a change in the rate of tax on the overall net income of the Bank imposed basis effected by the laws of the United States of America, the State or the City of New York or any governmental subdivision or other taxing authority having jurisdiction in which over such Lender or Participant (unless such jurisdiction is asserted solely by reason of the Bank's principal office is locatedactivities of any Security Party) or such other jurisdiction where the Advances may be payable); or
(iic) shall impose, modify or deem applicable any reserve, reserve or capital adequacy requirements or require the making of any special deposit, capital requirement deposits against or similar requirement (including, without limitation, in respect of any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any such requirement to the extent included in calculating the Fixed Rate, the Floating Reserve-Adjusted Eurodollar Rate assets or the Average Daily Qualifying Balances, as the case may be) against assets liabilities of, deposits with or for the account of, or credit extended loans by, the Bank any Lender or shall Participant; or
(d) impose on the Bank any Lender or on the United States market for certificates of deposit Participant any other condition affecting, Fixed Rate Borrowings affecting the Facility or Floating Eurodollar Rate Borrowings or its obligation to make Fixed Rate Borrowings or Floating Eurodollar Rate Borrowingsany part thereof; and the result of any of the foregoing is either to increase the cost to the Bank such Lender or Participant of making available or maintaining the Facility or any Fixed Rate Borrowing or Floating Eurodollar Rate Borrowing, part thereof or to reduce the rate of return on assets or equity of such Lender or Participant or the amount of any sum payment received by such Lender or receivable by Participant, then and in any such case if such increase or reduction in the Bank opinion of such Lender or Participant materially affects the interests of such Lender or Participant under or in connection with this Agreement Agreement:
(i) such Lender or under Participant shall notify the Note, then, within 10 days after written demand by Borrower and the Bank, delivered Facility Agent in writing of the happening of such event;
(ii) the Borrowers agree forthwith upon receipt of notice from such Lender or Participant as aforesaid to the Company, the Company shall pay to the Bank such Lender or Participant such amount as such Lender or Participant certifies to be necessary to compensate such Lender or Participant for such additional cost or such reduction.
(e) Any such notice referred to in subsections (i) and (ii) of this Section 12.2 may be made by a Lender or Participant which notice shall set forth in reasonable detail the amount or -16- amounts as will amount necessary to compensate such Lender or Participant at any time before or within one (1) year after any repayment of the Bank for outstanding Facility Amount; provided, however, that before making any such demand, such Lender agrees to use its best efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different lending office if the making of such designation would avoid the need for, or reduce the amount of, such increased cost or reduction. A certificate of the Bank claiming compensation under this Section 6.02(b)such reduction and would not, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence judgment of manifest error. In determining such amountLender, the Bank may use any reasonable averaging and attribution methods. Failure on the part of the Bank be otherwise disadvantageous to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any period shall not constitute a waiver of the Bank's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent periodsuch Lenders.
Appears in 1 contract
Sources: Senior Secured Revolving Credit Facility Agreement (OSG America L.P.)
Increased Cost. If, after the date hereof, (a) If any Regulatory Change or compliance with any request or directive (whether or not having the force of law) of any governmental authority, central bank or comparable agencyin Law shall:
(i) shall subject the Bank to any tax, duty or other charge with respect to Fixed Rate Borrowings or Floating Eurodollar Rate Borrowings or its obligation to make Fixed Rate Borrowings or Floating Eurodollar Rate Borrowings, or shall change the basis of taxation of payment to the Bank of the principal of or interest on Fixed Rate Borrowings or Floating Eurodollar Rate Borrowings or any other amounts due under this Agreement in respect of Fixed Rate Borrowings or Floating Eurodollar Rate Borrowings or its obligation to make Fixed Rate Borrowings or Floating Eurodollar Rate Borrowings (except for changes in the rate of tax on the overall net income of the Bank imposed by the laws of the United States or any jurisdiction in which the Bank's principal office is located); or
(ii) shall impose, modify or deem applicable any reserve, special deposit, capital requirement deposit or liquidity or similar requirement (includingincluding any compulsory loan requirement, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any such requirement to the extent included in calculating the Fixed Rate, the Floating Reserve-Adjusted Eurodollar Rate insurance charge or the Average Daily Qualifying Balances, as the case may beother assessment) against assets of, deposits with or for the account of, or credit extended by, the any Lender or any Issuing Bank;
(ii) impose on any Lender or any Issuing Bank or shall impose on the applicable offshore interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; or
(iii) subject any Lender, the Issuing Bank or the Administrative Agent 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 the United States market for certificates its loans, loan principal, letters of deposit any credit, commitments or other condition affectingobligations, Fixed Rate Borrowings or Floating Eurodollar Rate Borrowings or its obligation to make Fixed Rate Borrowings deposits, reserves, other liabilities or Floating Eurodollar Rate Borrowingscapital attributable thereto; and the result of any of the foregoing is shall be to increase the cost to the such Lender or such Issuing Bank of making making, continuing, converting or maintaining any Fixed Rate Borrowing Loan (or Floating Eurodollar Rate Borrowingof maintaining its obligation to make any such Loan) or to increase the cost to such Lender or such Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or such Issuing Bank hereunder (whether of principal, interest or otherwise), in each case by an amount deemed by that Lender or Issuing Bank in good faith to be material, then the Bank under this Agreement Borrower will pay to such Lender or under the Note, then, within 10 days after written demand by the such Issuing Bank, delivered to as the Companycase may be, the Company shall pay to the Bank such additional amount or -16- amounts as will compensate such Lender or such Issuing Bank, as the Bank case may be, for such increased cost additional costs incurred or reduction. A certificate reduction suffered.
(b) If any Lender or any Issuing Bank determines that any Change in Law regarding capital, liquidity requirements or other requirements of law has or would have the effect of reducing the rate of return on such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s or such Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or such Issuing Bank claiming compensation under this Section 6.02(bor such Lender’s or such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such ▇▇▇▇▇▇’s or such Issuing Bank’s policies and the policies of such ▇▇▇▇▇▇’s or such Issuing Bank’s holding company including those with respect to capital adequacy), setting forth in each case by an amount deemed by that Lender in good faith to be material, then from time to time the Borrower will, without duplication of payments required to be made by the Borrower pursuant to Section 2.18 hereof, pay to such Lender or such Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction suffered.
(c) A certificate of a Lender or an Issuing Bank setting forth the amount or amounts necessary to be paid to it hereunder compensate such Lender or such Issuing Bank or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section and stating in reasonable detail setting forth the basis for the charge and the method of computationdetermination thereof, together with supporting calculations, shall be delivered to the Borrower and shall be conclusive in the absence of absent manifest error. In determining such amountamount or amounts, the such Lender or such Issuing Bank shall act reasonably and in good faith, and may use any reasonable averaging and attribution methods. The Borrower shall pay such Lender or such Issuing Bank, as the case may be, the amount shown as due on any such certificate within 10 Business Days after receipt thereof.
(d) Failure or delay on the part of the any Lender or any Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable with respect pursuant to any period this Section shall not constitute a waiver of the such Lender’s or such Issuing Bank's rights ’s right to demand compensation such compensation; provided that the Borrower shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs or reduction reductions incurred more than 180 days prior to the date that such Lender or such Issuing Bank, as the case may be, notifies the Borrower of the Change in amounts received Law giving rise to such increased costs or receivable reductions and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in any subsequent periodLaw giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.
Appears in 1 contract
Sources: Credit Agreement (Huntington Ingalls Industries, Inc.)
Increased Cost. If, after the date hereof, any Regulatory Change or compliance with any request or directive (whether or not having the force of lawa) of any governmental authority, central bank or comparable agency:
If (i) Regulation D or (ii) a Regulatory -------------- Change: (A) shall subject the Bank Lender to any tax, duty or other charge with respect to Fixed Rate Borrowings or Floating Eurodollar Rate Borrowings the LIBOR Loans, the Note or its obligation to make Fixed Rate Borrowings or Floating Eurodollar Rate BorrowingsLIBOR Loans, or shall change the basis of taxation of payment payments to the Bank Lender of the principal of or interest on Fixed Rate Borrowings or Floating Eurodollar Rate Borrowings its LIBOR Loans or any other amounts due under this Agreement in respect of Fixed Rate Borrowings or Floating Eurodollar Rate Borrowings its LIBOR Loans or its obligation to make Fixed Rate Borrowings or Floating Eurodollar Rate Borrowings LIBOR Loans (except for taxes on or changes in the rate of tax on the overall net income of the Bank imposed by the laws of the United States or any jurisdiction in which the Bank's principal office is locatedLender); or
or (iiB) shall impose, modify or deem applicable any reserve, special deposit, capital requirement or similar requirement reserve (including, without limitation, any such requirement reserve imposed by the Board of Governors of the Federal Reserve System), but excluding any such special deposit, capital or similar requirement to the extent included in calculating the Fixed Rate, the Floating Reserve-Adjusted Eurodollar Rate or the Average Daily Qualifying Balances, as the case may be) against assets of, deposits with or for the account of, or credit extended or committed to be extended by, the Bank Lender or shall impose on the Bank shall, with respect to Lender impose, modify or on the United States market for certificates of deposit deem applicable any other condition affectingaffecting Lender's LIBOR Loans, Fixed Rate Borrowings the Note or Floating Eurodollar Rate Borrowings or its Lender's obligation to make Fixed Rate Borrowings or Floating Eurodollar Rate BorrowingsLIBOR Loans; and the result of any of the foregoing is to increase the cost to (or in the Bank case of Regulation D, to impose a cost on or increase the cost to) Lender of making or maintaining any Fixed Rate Borrowing or Floating Eurodollar Rate BorrowingLIBOR Loan, or to reduce the amount of any sum received or receivable by the Bank Lender under this Agreement or under its Note with respect thereto, by an amount deemed by Lender to be material, and if Lender is not otherwise fully compensated for such increase in cost or reduction in amount received or receivable by virtue of the Noteinclusion of the reference to "LIBOR Reserve Percentage" in the calculation of the LIBOR Rate, thenthen upon notice by Lender to Borrower, within 10 days after written demand by which notice shall set forth Lender's supporting calculations and the Bankdetails of the Regulatory Change, delivered to the Company, the Company Borrower shall pay to the Bank Lender, as additional interest, such additional amount or -16- amounts as will compensate the Bank Lender for such increased cost or reduction. A certificate of the Bank claiming compensation The determination by Lender under this Section 6.02(b), setting forth of the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of manifest error. In determining such amountamount or amounts, the Bank Lender may use any reasonable averaging and attribution methods.
(b) If Lender demands compensation under Section 2.13(a) above, Borrower may at any time, upon at least three (3) Eurodollar Business Day's prior notice to Lender, convert its then outstanding LIBOR Loans to Prime Loans in an equal principal amount. Failure Interest accrued on each such LIBOR Loan prior to any such conversion shall be due and payable on the part date of the Bank to demand compensation for such conversion together with any increased costs or reduction in funding losses and other amounts received or receivable with respect to any period shall not constitute a waiver of the Bank's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent perioddue under Section 2.10 and this Section 2.13.
Appears in 1 contract
Increased Cost. If, after the date hereofClosing Date, any Regulatory Change or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any governmental authorityGovernmental Authority, central bank bank, or comparable agency:
(i) shall subject the Bank such Lender (or its Applicable Lending Office) to any tax, duty duty, or other charge with respect to Fixed Rate Borrowings or Floating Eurodollar Rate Borrowings any Libor Accounts, its Notes, or its obligation to make Fixed Rate Borrowings or Floating Eurodollar Rate BorrowingsLibor Accounts, or shall change the basis of taxation of payment any amounts payable to the Bank of the principal of such Lender (or interest on Fixed Rate Borrowings or Floating Eurodollar Rate Borrowings or any other amounts due its Applicable Lending Office) under this Agreement or its Notes in respect of Fixed Rate Borrowings any Libor Accounts (other than franchise taxes or Floating Eurodollar Rate Borrowings taxes imposed on or its obligation to make Fixed Rate Borrowings or Floating Eurodollar Rate Borrowings (except for changes in measured by the rate of tax on the overall net income of the Bank imposed such Lender by the laws of the United States or any jurisdiction in which the Bank's such Lender is organized, has its principal office or such Applicable Lending Office, or is locateddoing business); or;
(ii) shall impose, modify modify, or deem applicable any reserve, special deposit, capital requirement assessment, or similar requirement (including, without limitation, any such requirement imposed by other than the Board of Governors Reserve Requirement utilized in the determination of the Federal Reserve System, but excluding Adjusted Libor Rate) relating to any such requirement to the extent included in calculating the Fixed Rate, the Floating Reserve-Adjusted Eurodollar Rate extensions of credit or the Average Daily Qualifying Balances, as the case may be) against other assets of, or any deposits with or for the account other liabilities or commitments of, such Lender (or credit extended byits Applicable Lending Office), including the Bank or Commitments of such Lender hereunder; or
(iii) shall impose on such Lender (or its Applicable Lending Office) or the Bank or on the United States London interbank market for certificates of deposit any other condition affecting, Fixed Rate Borrowings or Floating Eurodollar Rate Borrowings affecting this Agreement or its obligation to make Fixed Rate Borrowings Notes or Floating Eurodollar Rate Borrowingsany of such extensions of credit or liabilities or commitments; 45 and the result of any of the foregoing is to increase the cost to the Bank such Lender (or its Applicable Lending Office) of making making, Converting into, Continuing, or maintaining any Fixed Rate Borrowing or Floating Eurodollar Rate Borrowing, Libor Accounts or to reduce the amount of any sum received or receivable by the Bank such Lender (or its Applicable Lending Office) under this Agreement or under the Noteits Notes with respect to any Libor Accounts, then, within 10 days after written demand by the Bank, delivered to the Company, the Company then Borrower shall pay to the Bank such additional Lender on demand such amount or -16- amounts as will compensate the Bank such Lender for such increased cost or reduction. A certificate of the Bank claiming If any Lender requests compensation by Borrower under this Section 6.02(b6.1(a), setting forth Borrower may, by notice to such Lender (with a copy to Agent), suspend the additional amount obligation of such Lender to make or amounts maintain Libor Accounts, or to Convert Base Rate Accounts into Libor Accounts, until the event or condition giving rise to such request ceases to be paid to it hereunder and stating in reasonable detail effect (in which case the basis for the charge and the method provisions of computation, Section 6.4 shall be conclusive in the absence of manifest error. In determining applicable); provided that such amount, the Bank may use any reasonable averaging and attribution methods. Failure on the part of the Bank to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any period suspension shall not constitute a waiver affect the right of such Lender to receive the Bank's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent periodso requested.
Appears in 1 contract
Sources: Credit Agreement (Intervoice Inc)
Increased Cost. If, (a) If (i) Regulation D or (ii) after the date hereof, the adoption of any Regulatory Change applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any governmental or regulatory authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) of any such governmental or regulatory authority, central bank or comparable agency:agency (a "Regulatory Change"):
(iA) shall subject the Bank any Lender to any tax, duty or other charge with respect to Fixed Rate Borrowings or Floating Eurodollar Rate Borrowings its LIBOR Loans, its Notes or its obligation to make Fixed Rate Borrowings or Floating Eurodollar Rate BorrowingsLIBOR Loans, or shall change the basis of taxation of payment payments to the Bank any Lender of the principal of or interest on Fixed Rate Borrowings or Floating Eurodollar Rate Borrowings its LIBOR Loans or any other amounts due under this Agreement in respect of Fixed Rate Borrowings or Floating Eurodollar Rate Borrowings its LIBOR Loans or its obligation to make Fixed Rate Borrowings or Floating Eurodollar Rate Borrowings LIBOR Loans (except for taxes on or changes in the rate of tax on the overall net income of the Bank imposed by the laws of the United States or any jurisdiction in which the Bank's principal office is locatedsuch Lender); or
(iiB) shall impose, modify or deem applicable any reserve, special deposit, capital requirement or similar requirement reserve (including, without limitation, any such requirement reserve imposed by the Board of Governors of the Federal Reserve System), but excluding any such special deposit, capital or similar requirement to the extent included in calculating the Fixed Rate, the Floating Reserve-Adjusted Eurodollar Rate or the Average Daily Qualifying Balances, as the case may be) against assets of, deposits with or for the account of, or credit extended or committed to be extended by, the Bank any Lender or shall impose on the Bank shall, with respect to any Lender impose, modify or on the United States market for certificates of deposit deem applicable any other condition affectingaffecting such Lender's LIBOR Loans, Fixed Rate Borrowings such Lender's Notes or Floating Eurodollar Rate Borrowings or its such Lender's obligation to make Fixed Rate Borrowings or Floating Eurodollar Rate BorrowingsLIBOR Loans; and the result of any of the foregoing is to increase the cost to (or in the Bank case of Regulation D, to impose a cost on or increase the cost to) such Lender of making or maintaining any Fixed Rate Borrowing or Floating Eurodollar Rate BorrowingLIBOR Loan, or to reduce the amount of any sum received or receivable by the Bank such Lender under this Agreement or under any of its Notes with respect thereto, by an amount deemed by such Lender to be material, and if such Lender is not otherwise fully compensated for such increase in cost or reduction in amount received or receivable by virtue of the Noteinclusion of the reference to "LIBOR Reserve Percentage" in the calculation of the LIBOR Rate, then, within 10 days after written demand then upon notice by the Bank, delivered such Lender to the CompanyCompany and ▇▇▇▇▇▇▇ Electronics, which notice shall be sent by such Lender promptly after such Lender becomes aware of such increased cost or reduction and which notice shall set forth such Lender's supporting calculations in reasonable detail and the details of the Regulatory Change, the Company and ▇▇▇▇▇▇▇ Electronics shall pay to the Bank such Lender, as additional interest, such additional amount or -16- amounts as will compensate the Bank such Lender for such increased cost or reduction. A certificate of the Bank claiming compensation The determination by any Lender under this Section 6.02(b), setting forth of the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of manifest demonstrable error. In determining such amountamount or amounts, the Bank Lenders may use any reasonable averaging and attribution methods.
(b) If any Lender demands compensation under Section 2.17(a) above, the Company and/or ▇▇▇▇▇▇▇ Electronics may at any time, upon at least three (3) Eurodollar Business Day's prior notice to such Lender, convert its then outstanding LIBOR Loans to Base Rate Loans of the same type (i.e., a Revolving Credit Base Rate Loan or a Term Base Rate Loan) in an equal principal amount. Failure Interest accrued on each such LIBOR Loan prior to any such conversion shall be due and payable on the part date of the Bank to demand compensation for such conversion together with any increased costs or reduction in funding losses and other amounts received or receivable with respect to any period shall not constitute a waiver of the Bank's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent perioddue under Section 2.14 and this Section 2.17.
Appears in 1 contract
Sources: Loan Agreement (Labarge Inc)
Increased Cost. If, after the date hereof, If any Regulatory Change or compliance with any request or directive (whether or not having the force of law) of any governmental authority, central bank or comparable agencyChange:
(i) shall subject the Bank any Lender (or its Applicable Lending Office) to any tax, duty or other charge with respect to Fixed Rate Borrowings or Floating Eurodollar Rate Borrowings any Loan whose interest is determined by reference to the Libor Base Rate, its Note or its obligation to make Fixed any Loan whose interest is determined by reference to the Libor Base Rate Borrowings available to the Borrower or Floating Eurodollar Rate Borrowings, or shall change the basis of taxation of payment any amounts payable to the Bank of the principal of such Lender (or interest on Fixed Rate Borrowings or Floating Eurodollar Rate Borrowings or any other amounts due its Applicable Lending Office) under this Agreement or its Note in respect of Fixed any Loan whose interest is determined by reference to the Libor Base Rate Borrowings (other than franchise taxes or Floating Eurodollar Rate Borrowings taxes imposed on or its obligation to make Fixed Rate Borrowings or Floating Eurodollar Rate Borrowings (except for changes in measured by the rate of tax on the overall net income of the Bank imposed such Lender by the laws of the United States or any jurisdiction in which the Bank's such Lender is organized, has its principal office or such Applicable Lending Office or is locateddoing business); or;
(ii) shall impose, modify or deem applicable any reserve, special deposit, capital requirement compulsory loan, insurance charge or similar requirement (including, without limitation, any such requirement imposed by other than the Board of Governors Eurocurrency Reserve Percentage utilized in the determination of the Federal Reserve System, but excluding Libor Rate relating to any such requirement to the extent included in calculating the Fixed Rate, the Floating Reserve-Adjusted Eurodollar Rate extensions of credit or the Average Daily Qualifying Balances, as the case may be) against other assets of, or any deposits with or for the account other liabilities or commitments of, such Lender (or credit extended byits Applicable Lending Office), including the Bank or Commitment of such Lender hereunder; or
(iii) shall impose on such Lender (or its Applicable Lending Office), the Bank or on the United States applicable interbank market for certificates of deposit any other condition affecting, Fixed Rate Borrowings or Floating Eurodollar Rate Borrowings affecting this Agreement or its obligation to make Fixed Rate Borrowings Note or Floating Eurodollar Rate Borrowingsany of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to the Bank such Lender (or its Applicable Lending Office) of making making, Converting into, Continuing or maintaining any Fixed Loan whose interest is determined by reference to the Libor Base Rate Borrowing or Floating Eurodollar Rate Borrowing, or to reduce the amount of any sum received or receivable by the Bank such Lender (or its Applicable Lending Office) under this Agreement or under the Note, then, within 10 days after written demand its Note with respect to any Loan whose interest is determined by the Bank, delivered reference to the CompanyLibor Base Rate, then the Company Borrower shall pay to the Bank such additional Lender on demand such amount or -16- amounts as will compensate the Bank such Lender for such increased cost or reduction. A certificate of If any Lender requests compensation by the Bank claiming compensation Borrower under this Section 6.02(b6.1(a), setting forth the additional amount Borrower may, by notice to such Lender (with a copy to the Agent), suspend the obligation of such Lender to make or amounts maintain any Loan whose interest is determined by reference to the Libor Base Rate, or to Convert Base Rate Loans into Libor Loans, until the event or condition giving rise to such request ceases to be paid to it hereunder and stating in reasonable detail effect (in which case the basis for the charge and the method provisions of computation, Section 6.4 shall be conclusive in the absence of manifest error. In determining applicable); provided that such amount, the Bank may use any reasonable averaging and attribution methods. Failure on the part of the Bank to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any period suspension shall not constitute a waiver affect the right of such Lender to receive the Bank's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent periodso requested.
Appears in 1 contract
Increased Cost. If, after the date hereofClosing Date, any Regulatory Change -------------- or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any governmental authorityGovernmental Authority, central bank bank, or comparable agency:
(i) shall subject the Bank such Lender (or its Applicable Lending Office) to any tax, duty duty, or other charge with respect to Fixed Rate Borrowings or Floating Eurodollar Rate Borrowings any Libor Accounts, its Notes, or its obligation to make Fixed Rate Borrowings or Floating Eurodollar Rate BorrowingsLibor Accounts, or shall change the basis of taxation of payment any amounts payable to the Bank of the principal of such Lender (or interest on Fixed Rate Borrowings or Floating Eurodollar Rate Borrowings or any other amounts due its Applicable Lending Office) under this Agreement or its Notes in respect of Fixed Rate Borrowings any Libor Accounts (other than franchise taxes or Floating Eurodollar Rate Borrowings taxes imposed on or its obligation to make Fixed Rate Borrowings or Floating Eurodollar Rate Borrowings (except for changes in measured by the rate of tax on the overall net income of the Bank imposed such Lender by the laws of the United States or any jurisdiction in which the Bank's such Lender is organized, has its principal office or such Applicable Lending Office or is locateddoing business); or;
(ii) shall impose, modify modify, or deem applicable any reserve, special deposit, capital requirement assessment, or similar requirement (including, without limitation, any such requirement imposed by other than the Board of Governors Reserve Requirement utilized in the determination of the Federal Reserve System, but excluding Adjusted Libor Rate) relating to any such requirement to the extent included in calculating the Fixed Rate, the Floating Reserve-Adjusted Eurodollar Rate extensions of credit or the Average Daily Qualifying Balances, as the case may be) against other assets of, or any deposits with or for the account other liabilities or commitments of, such Lender (or credit extended byits Applicable Lending Office), including the Bank or Commitments of such Lender hereunder; or
(iii) shall impose on such Lender (or its Applicable Lending Office) or the Bank or on the United States London interbank market for certificates of deposit any other condition affecting, Fixed Rate Borrowings or Floating Eurodollar Rate Borrowings affecting this Agreement or its obligation to make Fixed Rate Borrowings Notes or Floating Eurodollar Rate Borrowingsany of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to the Bank such Lender (or its Applicable Lending Office) of making making, Converting into, Continuing, or maintaining any Fixed Rate Borrowing or Floating Eurodollar Rate Borrowing, Libor Accounts or to reduce the amount of any sum received or receivable by the Bank such Lender (or its Applicable Lending Office) under this Agreement or under the Noteits Notes with respect to any Libor Accounts, then, within 10 days after written demand by the Bank, delivered to the Company, the Company then Borrower shall pay to the Bank such additional Lender on demand such amount or -16- amounts as will compensate the Bank such Lender for such increased cost or reduction, as then or previously incurred. A certificate of the Bank claiming If any Lender requests compensation by Borrower under this Section 6.02(b6.1(a), setting forth Borrower may, by notice to such Lender (with a copy to -------------- Administrative Agent), suspend the additional amount obligation of such Lender to make or amounts maintain Libor Accounts, or to Convert Base Rate Accounts into Libor Accounts, until the event or condition giving rise to such request ceases to be paid to it hereunder and stating in reasonable detail effect (in which case the basis for the charge and the method provisions of computation, Section 6.4 shall be conclusive in the absence of manifest error. In determining ----------- applicable); provided that such amount, the Bank may use any reasonable averaging and attribution methods. Failure on the part of the Bank to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any period suspension shall not constitute a waiver affect the right of -------- such Lender to receive the Bank's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent periodso requested.
Appears in 1 contract
Increased Cost. If, after the date hereof, any Regulatory -------------- Change or compliance with any request or directive (whether or not having the force of law) of any governmental authority, central bank Lender or comparable agency:
(i) shall subject the Bank any Lender to any tax, duty or other charge with respect to Fixed Rate Borrowings or Floating Eurodollar Rate Borrowings Advances, its Warehousing Note or its obligation to make Fixed Rate Borrowings or Floating Eurodollar Rate BorrowingsAdvances, or shall change the basis of taxation of payment to the Bank such Lender of the principal of or interest on Fixed Rate Borrowings or Floating Eurodollar Rate Borrowings Advances or any other amounts due under this Agreement in respect of Fixed Rate Borrowings or Floating Eurodollar Rate Borrowings Advances or its obligation to make Fixed Rate Borrowings or Floating Eurodollar Rate Borrowings Advances (except for changes in the rate of tax on the overall net income of the Bank such Lender imposed by the laws of the United States or any jurisdiction in which the Banksuch Lender's principal office is located); or
(ii) shall impose, modify or deem applicable any reserve, special deposit, capital requirement or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any such requirement to the extent included in calculating the Fixed Rate, the Floating Reserve-applicable Adjusted Eurodollar Rate or the Average Daily Qualifying Balances, as the case may beRate) against assets of, deposits with or for the account of, or credit extended by, the Bank any Lender or shall impose on the Bank any Lender or on the United States interbank Eurodollar market for certificates of deposit any other condition affectingaffecting Eurodollar Advances, Fixed Rate Borrowings or Floating Eurodollar Rate Borrowings such Lender's Warehousing Note or its obligation to make Fixed Rate Borrowings or Floating Eurodollar Rate BorrowingsAdvances; and the result of any of the foregoing is to increase the cost to the Bank such Lender of making or maintaining any Fixed Rate Borrowing or Floating Eurodollar Rate BorrowingAdvance, or to reduce the amount of any sum received or receivable by the Bank such Lender under this Agreement or under the its Warehousing Note, then, within 10 30 days after written demand by the Bank, delivered to the Companysuch Lender, the Company shall pay to the Bank such Lender such additional amount or -16- amounts as will compensate the Bank such Lender for such increased cost or reduction; provided, that the Company shall not be obligated to pay any such additional amount (i) unless such Lender shall first have notified the Company in writing that it intends to seek such compensation pursuant to this Section, or (ii) to the extent such additional amount is attributable to the period ending 91 days prior to the date of the first such notice with respect to such Regulatory Change (the "Excluded Period"), except to the extent any amount is attributable to the Excluded Period as a result of the retroactive application of the applicable Regulatory Change. A certificate of the Bank any Lender claiming compensation under this Section 6.02(b)2.08, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of manifest error. In determining such amount, the Bank such Lender may use any reasonable averaging and attribution methods. Failure on the part of the Bank any Lender to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any period shall not constitute a waiver of the Banksuch Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent period.
Appears in 1 contract
Increased Cost. If, after the date hereof, (a) (CHANGE IN LAW): If by reason of any Regulatory Change change in law or in its interpretation or administration or of compliance with any request from or directive (whether or not having the force of law) requirement of any governmental fiscal, monetary or other authority, central bank or comparable agency:
(i) shall subject the Bank to any tax, duty Redraw Facility Provider incurs a cost as a result of its having entered into or other charge with respect to Fixed Rate Borrowings or Floating Eurodollar Rate Borrowings or performing its obligation to make Fixed Rate Borrowings or Floating Eurodollar Rate Borrowings, or shall change the basis of taxation of payment to the Bank of the principal of or interest on Fixed Rate Borrowings or Floating Eurodollar Rate Borrowings or any other amounts due obligations under this Agreement in respect or as a result of Fixed Rate Borrowings or Floating Eurodollar Rate Borrowings or its obligation to make Fixed Rate Borrowings or Floating Eurodollar Rate Borrowings any Advance being outstanding hereunder;
(except for changes ii) there is any increase in the rate cost to the Redraw Facility Provider of tax on funding or maintaining any Advance;
(iii) the overall net income amount of principal, interest or other amount payable to the Bank imposed by Redraw Facility Provider or the laws of effective return to the United States or any jurisdiction in which the Bank's principal office Redraw Facility Provider under this Agreement is located)reduced; or
(iiiv) shall impose, modify or deem applicable any reserve, special deposit, capital requirement or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any such requirement to the extent included in calculating the Fixed Rate, the Floating Reserve-Adjusted Eurodollar Rate or the Average Daily Qualifying Balances, as the case may be) against assets of, deposits with or for the account of, or credit extended by, the Bank or shall impose on the Bank or on the United States market for certificates of deposit any other condition affecting, Fixed Rate Borrowings or Floating Eurodollar Rate Borrowings or its obligation Redraw Facility Provider becomes liable to make Fixed Rate Borrowings any payment (not being a payment of Tax on its overall net income) on or Floating Eurodollar Rate Borrowings; and the result of any of the foregoing is calculated by reference to increase the cost to the Bank of making or maintaining any Fixed Rate Borrowing or Floating Eurodollar Rate Borrowing, or to reduce the amount of any sum received or receivable Advances made under this Agreement, then from time to time on notification by the Bank under this Agreement or under the Note, then, within 10 days after written demand by the Bank, delivered Redraw Facility Provider (copied to the CompanyManager) the Borrower will on the Monthly Payment Date following such notification, and on each succeeding Monthly Payment Date until the Company shall Redraw Facility Provider is paid in full, pay to the Bank such additional amount or -16- amounts as will compensate the Bank for such increased cost or reduction. A certificate Redraw Facility Provider so much of the Bank claiming compensation amounts sufficient to indemnify the Redraw Facility Provider against such cost, increased cost, reduction or liability as there are funds available for this purpose in accordance with the Sub-Fund Notice.
(b) (NO DEFENCE): If the Redraw Facility Provider has acted in good faith it will not be a defence to the Borrower, in the event of any failure by the Borrower to comply with its payment obligations under this Section 6.02(bclause 8.2(a), setting forth that any such cost, increased cost, reduction or liability could have been avoided. However, the additional amount or amounts to be paid to it hereunder and stating Redraw Facility Provider will negotiate in reasonable detail good faith with the basis for the charge Borrower and the method of computationManager with a view to finding a means by which such cost, shall increased cost, reduction or liability may be conclusive in the absence of manifest error. In determining such amount, the Bank may use any reasonable averaging and attribution methods. Failure on the part of the Bank to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any period shall not constitute a waiver of the Bank's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent periodminimised.
Appears in 1 contract
Sources: Redraw Facility Agreement (Macquarie Securitisation LTD)
Increased Cost. If, after the date hereof, If any Regulatory Change or compliance with any request or directive (whether or not having the force of law) of any governmental authority, central bank or comparable agencyChange:
(i) shall subject the Bank any Lender (or its Applicable Lending Office) to any tax, duty or other charge with respect to Fixed Rate Borrowings any Libor Balances or Floating Eurodollar Rate Borrowings IBOR Balances, its Note or its obligation to make Fixed Rate Borrowings Libor Balances or Floating Eurodollar Rate BorrowingsIBOR Balances available to the Borrower or (as the case may be) issuing or participating in Letters of Credit, or shall change the basis of taxation of payment any amounts payable to the Bank of the principal of such Lender (or interest on Fixed Rate Borrowings or Floating Eurodollar Rate Borrowings or any other amounts due its Applicable Lending Office) under this Agreement or its Note in respect of Fixed Rate Borrowings any Libor Balances or Floating Eurodollar Rate Borrowings IBOR Balances (other than franchise taxes or its obligation to make Fixed Rate Borrowings taxes imposed on or Floating Eurodollar Rate Borrowings (except for changes in measured by the rate of tax on the overall net income of the Bank imposed such Lender by the laws of the United States or any jurisdiction in which the Bank's such Lender is organized, has its principal office or such Applicable Lending Office or is locateddoing business); or;
(ii) shall impose, modify or deem applicable any reserve, special deposit, capital requirement assessment or similar requirement (including, without limitation, any such requirement imposed by other than the Board of Governors Eurodollar Reserve Percentage utilized in the determination of the Federal Reserve System, but excluding any such requirement to the extent included in calculating the Fixed Rate, the Floating Reserve-Adjusted Eurodollar Libor Rate or the Average Daily Qualifying Balances, as the case may beIBOR Rate) against relating to any extensions of credit or other assets of, or any deposits with or for the account other liabilities or commitments of, such Lender (or credit extended byits Applicable Lending Office), including the Bank or Commitment of such Lender hereunder; or
(iii) shall impose on such Lender (or its Applicable Lending Office), the Bank London interbank market or on the United States offshore interbank market for certificates of deposit (with respect to the IBOR Rate) any other condition affecting, Fixed Rate Borrowings or Floating Eurodollar Rate Borrowings affecting this Agreement or its obligation to make Fixed Rate Borrowings Note or Floating Eurodollar Rate Borrowingsany of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to the Bank such Lender (or its Applicable Lending Office) of making making, Converting into, Continuing or maintaining any Fixed Rate Borrowing Libor Balances or Floating Eurodollar Rate Borrowing, IBOR Balances or to reduce the amount of any sum received or receivable by the Bank such Lender (or its Applicable Lending Office) under this Agreement or under its Note with respect to any Libor Balances or IBOR Balances, then the Note, then, within 10 days after written demand by the Bank, delivered to the Company, the Company Borrower shall pay to the Bank such additional Lender on demand such amount or -16- amounts as will compensate the Bank such Lender for such increased cost or reduction. A certificate of If any Lender requests compensation by the Bank claiming compensation Borrower under this Section 6.02(b6.1(a), setting forth the additional amount Borrower may, by notice to such Lender (with a copy to the Agent), suspend the obligation of such Lender to make or amounts maintain Libor Balances or IBOR Balances, or to Convert any portion of the Base Rate Balances into Libor Balances or IBOR Balances, until the event or condition giving rise to such request ceases to be paid to it hereunder and stating in reasonable detail effect (in which case the basis for the charge and the method provisions of computation, Section 6.4 shall be conclusive in the absence of manifest error. In determining applicable); provided that such amount, the Bank may use any reasonable averaging and attribution methods. Failure on the part of the Bank to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any period suspension shall not constitute a waiver affect the right of such Lender to receive the Bank's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent periodso requested.
Appears in 1 contract
Increased Cost. If, after the date hereofClosing Date, any Regulatory Change or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any governmental authorityGovernmental Authority, central bank bank, or comparable agency:
(i) shall subject the Bank such Lender (or its Applicable Lending Office) to any tax, duty duty, or other charge with respect to Fixed Rate Borrowings any Libor Balances or Floating Eurodollar Rate Borrowings IBOR Balances, its Note, or its obligation to make Fixed Rate Borrowings Libor Balances or Floating Eurodollar Rate BorrowingsIBOR Balances available to the Borrower, or shall change the basis of taxation of payment any amounts payable to the Bank of the principal of such Lender (or interest on Fixed Rate Borrowings or Floating Eurodollar Rate Borrowings or any other amounts due its Applicable Lending Office) under this Agreement or its Note in respect of Fixed Rate Borrowings any Libor Balances or Floating Eurodollar Rate Borrowings IBOR Balances (other than franchise taxes or its obligation to make Fixed Rate Borrowings taxes imposed on or Floating Eurodollar Rate Borrowings (except for changes in measured by the rate of tax on the overall net income of the Bank imposed such Lender by the laws of the United States or any jurisdiction in which the Bank's such Lender is organized, has its principal office or such Applicable Lending Office, or is locateddoing business); or;
(ii) shall impose, modify modify, or deem applicable any reserve, special deposit, capital requirement assessment, or similar requirement (including, without limitation, any such requirement imposed by other than the Board of Governors Eurodollar Reserve Percentage utilized in the determination of the Federal Reserve System, but excluding any such requirement to the extent included in calculating the Fixed Rate, the Floating Reserve-Adjusted Eurodollar Libor Rate or the Average Daily Qualifying Balances, as the case may beIBOR Rate) against relating to any extensions of credit or other assets of, or any deposits with or for the account other liabilities or commitments of, such Lender (or credit extended byits Applicable Lending Office), including the Bank or Commitment of such Lender hereunder; or
(iii) shall impose on such Lender (or its Applicable Lending Office), the Bank London interbank market, or on the United States offshore interbank market for certificates of deposit (with respect to the IBOR Rate) any other condition affecting, Fixed Rate Borrowings or Floating Eurodollar Rate Borrowings affecting this Agreement or its obligation to make Fixed Rate Borrowings Note or Floating Eurodollar Rate Borrowingsany of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to the Bank such Lender (or its Applicable Lending Office) of making making, Converting into, Continuing, or maintaining any Fixed Rate Borrowing Libor Balances or Floating Eurodollar Rate Borrowing, IBOR Balances or to reduce the amount of any sum received or receivable by the Bank such Lender (or its Applicable Lending Office) under this Agreement or under its Note with respect to any Libor Balances or IBOR Balances, then the Note, then, within 10 days after written demand by the Bank, delivered to the Company, the Company Borrower shall pay to the Bank such additional Lender on demand such amount or -16- amounts as will compensate the Bank such Lender for such increased cost or reduction. A certificate of If any Lender requests compensation by the Bank claiming compensation Borrower under this Section 6.02(b5.1(a), setting forth the additional amount Borrower may, by notice to such Lender (with a copy to the Agent), suspend the obligation of such Lender to make or amounts maintain Libor Balances or IBOR Balances, or to Convert any portion of the Base Rate Balances into Libor Balances or IBOR Balances, until the event or condition giving rise to such request ceases to be paid to it hereunder and stating in reasonable detail effect (in which case the basis for the charge and the method provisions of computation, Section 5.4 shall be conclusive in the absence of manifest error. In determining applicable); provided that such amount, the Bank may use any reasonable averaging and attribution methods. Failure on the part of the Bank to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any period suspension shall not constitute a waiver affect the right of such Lender to receive the Bank's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent periodso requested.
Appears in 1 contract
Increased Cost. If, after the date hereof, If any Regulatory Change or compliance with any request or directive (whether or not having the force of law) of any governmental authority, central bank or comparable agencyChange:
(ia) shall subject the any Bank (or its Applicable Lending Office) to any tax, duty or other charge with respect to Fixed Rate Borrowings or Floating its Eurodollar Rate Borrowings Advances, its Revolving Note or its obligation to make Fixed Rate Borrowings or Floating Eurodollar Rate Borrowings, Advances or shall change the basis of taxation of payment to the any Bank (or its Applicable Lending Office) of the principal of or interest on Fixed Rate Borrowings or Floating its Eurodollar Rate Borrowings Advances or any other amounts due under this Agreement in respect of Fixed Rate Borrowings or Floating its Eurodollar Rate Borrowings Advances or its obligation to make Fixed Rate Borrowings or Floating Eurodollar Rate Borrowings Advances (except for changes in the rate of tax on the overall net income of the such Bank or its Applicable Lending Office imposed by the laws of the United States or any jurisdiction in which the such Bank's principal office or Applicable Lending Office is located); or
(iib) shall impose, modify or deem applicable any reserve, special deposit, capital requirement deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve SystemBoard, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the Fixed Rate, the Floating Reserve-applicable Adjusted Eurodollar Rate or the Average Daily Qualifying Balances, as the case may beRate) against assets of, deposits with or for the account of, or credit extended by, the Bank any Bank's Applicable Lending Office or shall impose on any Bank (or its Applicable Lending Office) or the Bank or on the United States interbank Eurodollar market for certificates of deposit any other condition affecting, Fixed Rate Borrowings or Floating affecting its Eurodollar Rate Borrowings Advances, its Revolving Note or its obligation to make Fixed Rate Borrowings or Floating Eurodollar Rate BorrowingsAdvances; and the result of any of the foregoing is to increase the cost to the such Bank (or its Applicable Lending Office) of making or maintaining any Fixed Rate Borrowing or Floating Eurodollar Rate BorrowingAdvance, or to reduce the amount of any sum received or receivable by the such Bank (or its Applicable Lending Office) under this Agreement or under the its Revolving Note, then, within 10 30 days after written demand by the Bank, delivered such Bank (with a copy to the CompanyAgent), the Company Borrower shall pay to the such Bank such additional amount or -16- amounts as will compensate the such Bank for such increased cost or reduction. Each Bank will promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. If any Bank fails to give such notice within 45 days after it obtains knowledge of such an event, such Bank shall, with respect to compensation payable pursuant to this Section, only be entitled to payment under this Section for costs incurred from and after the date 45 days prior to the date that such Bank does give such notice. A certificate of the any Bank claiming compensation under this Section 6.02(b)Section, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of manifest error. In determining such amount, the any Bank may use any reasonable averaging and attribution methods. Failure on the part of the any Bank to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any period Interest Period shall not constitute a waiver of the such Bank's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent periodInterest Period (subject to the limitation contained in the third preceding sentence).
Appears in 1 contract
Sources: Credit Agreement (Graco Inc)
Increased Cost. If, after the date hereofClosing Date, any Regulatory Change or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any governmental authorityGovernmental Authority, central bank or comparable agency:
(i) shall subject the Bank such Lender (or its Applicable Lending Office) to any tax, duty or other charge with respect to Fixed Rate Borrowings any Libor Balances or Floating Eurodollar Rate Borrowings IBOR Balances, its Note or its obligation to make Fixed Rate Borrowings Libor Balances or Floating Eurodollar Rate BorrowingsIBOR Balances available to the Borrower or (as the case may be) issuing or participating in Letters of Credit, or shall change the basis of taxation of payment any amounts payable to the Bank of the principal of such Lender (or interest on Fixed Rate Borrowings or Floating Eurodollar Rate Borrowings or any other amounts due its Applicable Lending Office) under this Agreement or its Note in respect of Fixed Rate Borrowings any Libor Balances or Floating Eurodollar Rate Borrowings IBOR Balances (other than franchise taxes or its obligation to make Fixed Rate Borrowings taxes imposed on or Floating Eurodollar Rate Borrowings (except for changes in measured by the rate of tax on the overall net income of the Bank imposed such Lender by the laws of the United States or any jurisdiction in which the Bank's such Lender is organized, has its principal office or such Applicable Lending Office or is locateddoing business); or;
(ii) shall impose, modify or deem applicable any reserve, special deposit, capital requirement assessment or similar requirement (including, without limitation, any such requirement imposed by other than the Board of Governors Eurodollar Reserve Percentage utilized in the determination of the Federal Reserve System, but excluding any such requirement to the extent included in calculating the Fixed Rate, the Floating Reserve-Adjusted Eurodollar Libor Rate or the Average Daily Qualifying Balances, as the case may beIBOR Rate) against relating to any extensions of credit or other assets of, or any deposits with or for the account other liabilities or commitments of, such Lender (or credit extended byits Applicable Lending Office), including the Bank or Commitment of such Lender hereunder; or
(iii) shall impose on such Lender (or its Applicable Lending Office), the Bank London interbank market or on the United States offshore interbank market for certificates of deposit (with respect to the IBOR Rate) any other condition affecting, Fixed Rate Borrowings or Floating Eurodollar Rate Borrowings affecting this Agreement or its obligation to make Fixed Rate Borrowings Note or Floating Eurodollar Rate Borrowingsany of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to the Bank such Lender (or its Applicable Lending Office) of making making, Converting into, Continuing or maintaining any Fixed Rate Borrowing Libor Balances or Floating Eurodollar Rate Borrowing, IBOR Balances or to reduce the amount of any sum received or receivable by the Bank such Lender (or its Applicable Lending Office) under this Agreement or under its Note with respect to any Libor Balances or IBOR Balances, then the Note, then, within 10 days after written demand by the Bank, delivered to the Company, the Company Borrower shall pay to the Bank such additional Lender on demand such amount or -16- amounts as will compensate the Bank such Lender for such increased cost or reduction. A certificate of If any Lender requests compensation by the Bank claiming compensation Borrower under this Section 6.02(b6.1(a), setting forth the additional amount Borrower may, by notice to such Lender (with a copy to the Agent), suspend the obligation of such Lender to make or amounts maintain Libor Balances or IBOR Balances, or to Convert any portion of the Base Rate Balances into Libor Balances or IBOR Balances, until the event or condition giving rise to such request ceases to be paid to it hereunder and stating in reasonable detail effect (in which case the basis for the charge and the method provisions of computation, Section 6.4 shall be conclusive in the absence of manifest error. In determining applicable); provided that such amount, the Bank may use any reasonable averaging and attribution methods. Failure on the part of the Bank to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any period suspension shall not constitute a waiver affect the right of such Lender to receive the Bank's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent periodso requested.
Appears in 1 contract
Increased Cost. If, after the date hereof, If any Regulatory Change or compliance with any request or directive (whether or not having the force of law) of any governmental authority, central bank or comparable agencyChange:
(ia) shall subject the any Bank (or its Applicable Lending Office) to any tax, duty or other charge with respect to Fixed its Eurocurrency Rate Borrowings Advances or Floating Eurodollar Rate Borrowings its Notes or its obligation to make Fixed Eurocurrency Rate Borrowings or Floating Eurodollar Rate Borrowings, Advances or shall change the basis of taxation of payment to the any Bank (or its Applicable Lending Office) of the principal of or interest on Fixed its Eurocurrency Rate Borrowings or Floating Eurodollar Rate Borrowings Advances or any other amounts due under this Agreement in respect of Fixed its Eurocurrency Rate Borrowings or Floating Eurodollar Rate Borrowings Advances or its obligation to make Fixed Eurocurrency Rate Borrowings or Floating Eurodollar Rate Borrowings Advances (except for changes in the rate of tax on the overall net income of the such Bank or its Applicable Lending Office imposed by the laws of the United States or any jurisdiction in which the such Bank's ’s principal office or Applicable Lending Office is located); or
(iib) shall impose, modify or deem applicable any reserve, special deposit, capital requirement deposit or similar requirement (including, without limitation, any such requirement imposed by the Board or the Bank of Governors of the Federal Reserve SystemEngland or other applicable Governmental Authority, but excluding with respect to any Eurocurrency Rate Advance any such requirement to the extent included in calculating the Fixed applicable Adjusted Eurocurrency Rate, the Floating Reserve-Adjusted Eurodollar Rate or the Average Daily Qualifying Balances, as the case may be) against assets of, deposits with or for the account of, or credit extended by, any Bank’s Applicable Lending Office or against Letters of Credit issued by the Bank Agent or shall impose on the any Bank (or its Applicable Lending Office) or on the United States market for certificates of deposit or the interbank Eurocurrency market any other condition affectingaffecting its Eurocurrency Rate Advances, Fixed Rate Borrowings or Floating Eurodollar Rate Borrowings its Notes or its obligation to make Fixed Eurocurrency Rate Borrowings Advances or Floating Eurodollar Rate Borrowingsaffecting any Letter of Credit; and the result of any of the foregoing is to increase the cost to the such Bank (or its Applicable Lending Office) of making or maintaining any Fixed Eurocurrency Rate Borrowing Advance or Floating Eurodollar Rate Borrowingissuing or maintaining any Letter of Credit, or to reduce the amount of any sum received or receivable by the such Bank (or its Applicable Lending Office) under this Agreement or under the Noteits Notes, then, within 10 30 days after written demand by the Bank, delivered such Bank (with a copy to the CompanyAgent), the Company Borrowers shall pay to the such Bank such additional amount or -16- amounts as will compensate the such Bank for such increased cost or reduction. A certificate Each Bank will promptly notify the Borrowers’ Agent and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank claiming to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. Any demand by any Bank for compensation under this Section 6.02(b)shall be accompanied by a certificate prepared by such Bank, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, . Each such certificate shall be conclusive in the absence of manifest error. In determining such amount, the any Bank may use any reasonable averaging and attribution methods. Failure on the part of the any Bank to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any period Interest Period shall not constitute a waiver of the such Bank's ’s rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent periodInterest Period.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Commercial Vehicle Group, Inc.)
Increased Cost. If, (a) If (i) Regulation D or (ii) after the date hereof, the adoption of any Regulatory Change applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any governmental or regulatory authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) of any such governmental or regulatory authority, central bank or comparable agency:agency (a “Regulatory Change”):
(iA) shall subject the Bank any Lender to any tax, duty or other charge with respect to Fixed Rate Borrowings or Floating Eurodollar Rate Borrowings its LIBOR Loans, its Notes or its obligation to make Fixed Rate Borrowings or Floating Eurodollar Rate BorrowingsLIBOR Loans, or shall change the basis of taxation of payment payments to the Bank any Lender of the principal of or interest on Fixed Rate Borrowings or Floating Eurodollar Rate Borrowings its LIBOR Loans or any other amounts due under this Agreement in respect of Fixed Rate Borrowings or Floating Eurodollar Rate Borrowings its LIBOR Loans or its obligation to make Fixed Rate Borrowings or Floating Eurodollar Rate Borrowings LIBOR Loans (except for taxes on or changes in the rate of tax on the overall net income of the Bank imposed by the laws of the United States or any jurisdiction in which the Bank's principal office is locatedsuch Lender); or
(iiB) shall impose, modify or deem applicable any reserve, special deposit, capital requirement or similar requirement reserve (including, without limitation, any such requirement reserve imposed by the Board of Governors of the Federal Reserve System), but excluding any such special deposit, capital or similar requirement to the extent included in calculating the Fixed Rate, the Floating Reserve-Adjusted Eurodollar Rate or the Average Daily Qualifying Balances, as the case may be) against assets of, deposits with or for the account of, or credit extended or committed to be extended by, the Bank any Lender or shall impose on the Bank shall, with respect to any Lender impose, modify or on the United States market for certificates of deposit deem applicable any other condition affectingaffecting such Lender’s LIBOR Loans, Fixed Rate Borrowings such Lender’s Notes or Floating Eurodollar Rate Borrowings or its such Lender’s obligation to make Fixed Rate Borrowings or Floating Eurodollar Rate BorrowingsLIBOR Loans; and the result of any of the foregoing is to increase the cost to (or in the Bank case of Regulation D, to impose a cost on or increase the cost to) such Lender of making or maintaining any Fixed Rate Borrowing or Floating Eurodollar Rate BorrowingLIBOR Loan, or to reduce the amount of any sum received or receivable by the Bank such Lender under this Agreement or under any of its Notes with respect thereto, by an amount deemed by such Lender to be material, and if such Lender is not otherwise fully compensated for such increase in cost or reduction in amount received or receivable by virtue of the Noteinclusion of the reference to “LIBOR Reserve Percentage” in the calculation of the LIBOR Rate, then, within 10 days after written demand then upon notice by the Bank, delivered such Lender to the Company, ▇▇▇▇▇▇▇ Electronics and ▇▇▇▇▇▇▇ Acquisition, which notice shall be sent by such Lender promptly after such Lender becomes aware of such increased cost or reduction and which notice shall set forth such Lender’s supporting calculations in reasonable detail and the Company details of the Regulatory Change, the Company, ▇▇▇▇▇▇▇ Electronics and ▇▇▇▇▇▇▇ Acquisition shall pay to the Bank such Lender, as additional interest, such additional amount or -16- amounts as will compensate the Bank such Lender for such increased cost or reduction. A certificate of the Bank claiming compensation The determination by any Lender under this Section 6.02(b), setting forth of the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of manifest demonstrable error. In determining such amountamount or amounts, the Bank Lenders may use any reasonable averaging and attribution methods.
(b) If any Lender demands compensation under Section 2.19(a) above, the Company, ▇▇▇▇▇▇▇ Electronics and/or ▇▇▇▇▇▇▇ Acquisition may at any time, upon at least three (3) Eurodollar Business Day’s prior notice to such Lender, convert its then outstanding LIBOR Loans to Base Rate Loans of the same type (i.e., a Revolving Credit Base Rate Loan or a Term Base Rate Loan) in an equal principal amount. Failure Interest accrued on each such LIBOR Loan prior to any such conversion shall be due and payable on the part date of the Bank to demand compensation for such conversion together with any increased costs or reduction in funding losses and other amounts received or receivable with respect to any period shall not constitute a waiver of the Bank's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent perioddue under Section 2.16 and this Section 2.19.
Appears in 1 contract
Sources: Loan Agreement (Labarge Inc)
Increased Cost. If, after the date hereofClosing Date, any Regulatory Change or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any governmental authorityGovernmental Authority, central bank bank, or comparable agency:
(i) shall subject the Bank such Lender (or its Applicable Lending Office) to any tax, duty duty, or other charge with respect to Fixed Rate Borrowings or Floating Eurodollar Rate Borrowings any Libor Accounts, its Notes, or its obligation to make Fixed Rate Borrowings or Floating Eurodollar Rate BorrowingsLibor Accounts, or shall change the basis of taxation of payment any amounts payable to the Bank of the principal of such Lender (or interest on Fixed Rate Borrowings or Floating Eurodollar Rate Borrowings or any other amounts due its Applicable Lending Office) under this Agreement or its Notes in respect of Fixed Rate Borrowings any Libor Accounts (other than franchise taxes or Floating Eurodollar Rate Borrowings taxes imposed on or its obligation to make Fixed Rate Borrowings or Floating Eurodollar Rate Borrowings (except for changes in measured by the rate of tax on the overall net income of the Bank imposed such Lender by the laws of the United States or any jurisdiction in which the Bank's such Lender is organized, has its principal office or such Applicable Lending Office or is locateddoing business); or;
(ii) shall impose, modify modify, or deem applicable any reserve, special deposit, capital requirement assessment, or similar requirement (including, without limitation, any such requirement imposed by other than the Board of Governors Reserve Requirement utilized in the determination of the Federal Reserve System, but excluding Adjusted Libor Rate) relating to any such requirement to the extent included in calculating the Fixed Rate, the Floating Reserve-Adjusted Eurodollar Rate extensions of credit or the Average Daily Qualifying Balances, as the case may be) against other assets of, or any deposits with or for the account other liabilities or commitments of, such Lender (or credit extended byits Applicable Lending Office), including the Bank or Commitments of such Lender hereunder; or
(iii) shall impose on such Lender (or its Applicable Lending Office) or the Bank or on the United States London interbank market for certificates of deposit any other condition affecting, Fixed Rate Borrowings or Floating Eurodollar Rate Borrowings affecting this Agreement or its obligation to make Fixed Rate Borrowings Notes or Floating Eurodollar Rate Borrowingsany of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to the Bank such Lender (or its Applicable Lending Office) of making making, Converting into, Continuing, or maintaining any Fixed Rate Borrowing or Floating Eurodollar Rate Borrowing, Libor Accounts or to reduce the amount of any sum received or receivable by the Bank such Lender (or its Applicable Lending Office) under this Agreement or under its Notes with respect to any Libor Accounts, then the Note, then, within 10 days after written demand by the Bank, delivered to the Company, the Company Borrower shall pay to the Bank such additional Lender on demand such amount or -16- amounts as will compensate the Bank such Lender for such increased cost or reduction. A certificate of If any Lender requests compensation by the Bank claiming compensation Borrower under this Section 6.02(bSECTION 6.1(A), setting forth the additional amount Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or amounts maintain Libor Accounts, or to Convert Base Rate Accounts into Libor Accounts, until the event or condition giving rise to such request ceases to be paid to it hereunder and stating in reasonable detail effect (in which case the basis for the charge and the method provisions of computation, SECTION 6.4 shall be conclusive in the absence of manifest error. In determining applicable); PROVIDED that such amount, the Bank may use any reasonable averaging and attribution methods. Failure on the part of the Bank to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any period suspension shall not constitute a waiver affect the right of such Lender to receive the Bank's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent periodso requested.
Appears in 1 contract
Sources: Credit Agreement (First Investors Financial Services Group Inc)