Common use of Cost Protection Clause in Contracts

Cost Protection. (a) If (i) Regulation D of the FRB (“Regulation D”), (ii) the adoption after the date hereof of any Applicable Law, (iii) any change after the date hereof in any Applicable Law, (iv) any change after the date hereof in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or (v) compliance by such Bank (or any Eurodollar Office of such Bank) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency; (A) shall subject any Bank (or any Eurodollar Office of such Bank) to any tax, duty or other charge with respect to its Loans, its Notes or its obligation to make Loans, or shall change the basis of taxation of payments to any Bank of the principal of or interest on its Loans or any other amounts due under this Agreement in respect of its Loans or its obligation to make Loans (except for Excluded Taxes or Recipient Taxes of the type described in clause (ii), clause (iii) and clause (iv) of the first sentence of Section 5.3(a); (B) shall impose, modify or deem applicable any assessment or other charge against assets of, deposits with or for the account of, or credit extended by, any Bank (or any Eurodollar Office of such Bank); (C) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or any Eurodollar Office of such Bank); or (D) shall impose on any Bank (or its Eurodollar Office) any other condition affecting its Loans, its Notes or its obligation to make Loans; and the result of any of the foregoing is to increase the cost to such Bank (or any Eurodollar Office of such Bank) of making or maintaining or issuing its Commitment or any Loan or to reduce the amount of any sum received or receivable by such Bank (or its Eurodollar Office) under this Agreement or under its Notes then, within ten (10) days after demand by such Bank (which demand shall be accompanied by a statement setting forth the basis of such demand), the Borrower shall pay directly to such Bank such additional amount or amounts as will compensate such Bank for such cost, increased cost or such reduction. (b) If any Bank shall reasonably determine that the application or adoption after the date hereof of any law, rule, regulation, directive, interpretation, treaty or guideline regarding capital adequacy, or any change therein or in the interpretation or administration thereof after the date hereof, whether or not having the force of law increases the amount of capital required to be maintained by such Bank, or any corporation controlling such Bank, and such increase is based solely upon the existence of such Bank’s obligations hereunder, by an amount deemed by such Bank in its sole discretion to be material, then from time to time, within ten (10) days after demand from such Bank, the Borrower shall pay to such Bank such amount or amounts as will fairly compensate such Bank for such increased capital requirement. The determination of any amount to be paid by the Borrower under this Section shall take into consideration the policies of such Bank, or any corporation controlling such Bank, with respect to capital adequacy and shall be based upon any reasonable averaging, attribution and allocation methods. A certificate of such Bank setting forth the amount or amounts as shall be necessary to compensate such Bank as specified in this Section shall be delivered to the Borrower and the Administrative Agent and shall be conclusive in the absence of manifest error. (c) Promptly after any Bank becomes aware of any event that would entitle it to compensation under Section 6.1 (a) or Section 6.1(b), such Bank shall notify the Administrative Agent, which shall advise the Borrower thereof; provided that if any Bank fails to notify the Administrative Agent within 180 days of its actual knowledge of any such event (the “Notice Date”), the Borrower shall not be obligated to pay such additional amounts accruing during the period from the Notice Date until the date of delivery of such notice; provided, further, that the failure to give such notice shall not affect the Borrower’s obligation to pay such additional amounts accrued prior to the Notice Date or after delivery of such notice.

Appears in 2 contracts

Samples: Senior Revolving Credit Facility Agreement (Hunt J B Transport Services Inc), Senior Revolving Credit Facility Agreement (Hunt J B Transport Services Inc)

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Cost Protection. (a) If (i) Regulation D of the FRB ("Regulation D"), (ii) the adoption after the date hereof of any Change in Applicable Law, or (iii) any change after the date hereof in any Applicable Law, (iv) any change after the date hereof in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or (v) compliance by such Bank (or any Eurodollar Office of such Bank) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency; (A) shall subject any Bank (or any Eurodollar Office of such Bank) to any tax, duty or other charge with respect to its Loans, its Notes or its obligation to make Loans, or shall change the basis of taxation of payments to any Bank of the principal of or interest on its Loans or any other amounts due under this Agreement in respect of its Loans or its obligation to make Loans (except for Excluded Taxes or Recipient Taxes of the type described in clause (ii), clause (iii) and clause (iv) of the first sentence of Section 5.3(a); (B) shall impose, modify or deem applicable any assessment or other charge against assets of, deposits with or for the account of, or credit extended by, any Bank (or any Eurodollar Office of such Bank); (C) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or any Eurodollar Office of such Bank); or (D) shall impose on any Bank (or its Eurodollar Office) any other condition affecting its Loans, its Notes or its obligation to make Loans; and the result of any of the foregoing is to increase the cost to such Bank (or any Eurodollar Office of such Bank) of making or maintaining or issuing its Commitment or any Loan or to reduce the amount of any sum received or receivable by such Bank (or its Eurodollar Office) under this Agreement or under its Notes then, within ten (10) days after demand by such Bank (which demand shall be accompanied by a statement setting forth the basis of such demand), the Borrower shall pay directly to such Bank such additional amount or amounts as will compensate such Bank for such cost, increased cost or such reduction. (b) If any Bank shall reasonably determine that the application or adoption after the date hereof of any law, rule, regulation, directive, interpretation, treaty or guideline regarding capital adequacy, or any change therein or in the interpretation or administration thereof after the date hereof, whether or not having the force of law increases the amount of capital required to be maintained by such Bank, or any corporation controlling such Bank, and such increase is based solely upon the existence of such Bank’s 's obligations hereunder, by an amount deemed by such Bank in its sole discretion to be material, then from time to time, within ten (10) days after demand from such Bank, the Borrower shall pay to such Bank such amount or amounts as will fairly compensate such Bank for such increased capital requirement. The determination of any amount to be paid by the Borrower under this Section shall take into consideration the policies of such Bank, or any corporation controlling such Bank, with respect to capital adequacy and shall be based upon any reasonable averaging, attribution and allocation methods. A certificate of such Bank setting forth the amount or amounts as shall be necessary to compensate such Bank as specified in this Section shall be delivered to the Borrower and the Administrative Agent and shall be conclusive in the absence of manifest error. For purposes of this Section 6.1(b) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith shall be deemed to be have been adopted after the date hereof, and all requests, rules, guidelines or directives promulgated by, or in accordance with the directives of, the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities shall be deemed to have been adopted after the date hereof. (c) Promptly after any Bank becomes aware of any event that would entitle it to compensation under Section 6.1 (a) or Section 6.1(b), such Bank shall notify the Administrative Agent, which shall advise the Borrower thereof; provided that if any Bank fails to notify the Administrative Agent within 180 days of its actual knowledge of any such event (the "Notice Date"), the Borrower shall not be obligated to pay such additional amounts accruing during the period from the Notice Date until the date of delivery of such notice; provided, further, that the failure to give such notice shall not affect the Borrower’s 's obligation to pay such additional amounts accrued prior to the Notice Date or after delivery of such notice.

Appears in 1 contract

Samples: Senior Term Loan Agreement (Hunt J B Transport Services Inc)

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Cost Protection. (aA) If after the date hereof (i) the FDIC, (ii) Regulation D of the FRB Board of Governors of the Federal Reserve System ("Regulation D"), (ii) the adoption after the date hereof of any Applicable Law, (iii) the adoption of any change after the date hereof in any Applicable Lawlaw, (iv) any change after the date hereof in any law, (v) any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or (vvi) compliance by such Bank (Collateral Agent or any Eurodollar Office of such Bank) Lender with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency;, (Aa) shall subject any Bank (Collateral Agent or any Eurodollar Office of such Bank) Lender to any taxtax (other than any withholding, income or equivalent tax or the rate thereof, charged by any taxing authority), duty or other charge with respect to its Loans, its Notes any Loans or its obligation to make Loansthe Notes, or shall change the basis of taxation (other than any withholding, income or equivalent tax or the rate thereof, charged by any taxing authority) of payments to Collateral Agent or any Bank Lender of the principal of or interest on its any Loans or any other amounts due under this Agreement in respect of its Loans or its obligation to make Loans (except for Excluded Taxes or Recipient Taxes of the type described in clause (ii), clause (iii) and clause (iv) of the first sentence of Section 5.3(a);Agreement; 34 (Bb) shall impose, modify or deem applicable any assessment or other charge (including any assessment for insurance of deposits) against assets of, deposits with or for the account of, or credit extended by, any Bank (Collateral Agent or any Eurodollar Office of such Bank)Lender; (Cc) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRBBoard of Governors of the Federal Reserve System), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (Collateral Agent or any Eurodollar Office of such Bank)Lender; or (Dd) shall impose on Collateral Agent or any Bank (or its Eurodollar Office) Lender any other condition affecting its Loansthis Agreement, its Notes any Loans or its obligation to make Loansthe Notes; and the result of any of the foregoing is to increase the cost to such Bank (Collateral Agent or any Eurodollar Office of such Bank) Lender of making or maintaining any Loans, or issuing its Commitment or any Loan hereunder, or to reduce the amount of any sum received or receivable by such Bank (Collateral Agent or its Eurodollar Office) any Lender under this Agreement or under its the Notes then, within ten (10) days after demand by such Bank Collateral Agent or any Lender (which demand shall be made promptly after Collateral Agent or any Lender becomes aware of such conditions and shall be accompanied by a statement setting forth the basis of such demand), the Borrower shall pay directly to Collateral Agent and each such Bank Lender such additional amount or amounts (net of any tax savings to Collateral Agent or such Lender resulting from any of the foregoing) as will compensate Collateral Agent and each such Bank Lender for that portion of such cost, increased cost or such reductionreduction which relates to Indebtedness of Borrower. (bB) If Collateral Agent or any Bank Lender shall reasonably determine that the application or adoption after the date hereof of any law, rule, regulation, directive, interpretation, treaty or guideline regarding capital adequacy, or any change therein or in the interpretation or administration thereof after the date hereof, whether or not having the force of law (including application of changes to Regulation H and Regulation Y of the Board of Governors of the Federal Reserve System issued by said Board on January 19, 1989 and regulations of the Office of the Comptroller of the Currency, 12 CFR Part 3, Appendix A, issued by said Office on January 27, 1989) increases the amount of capital required or expected to be maintained by Collateral Agent or such BankLender, or any corporation controlling Collateral Agent or such BankLender, and such increase is based solely upon the existence of Collateral Agent's or such Bank’s Lender's obligations hereunder, by an amount deemed by Collateral Agent or such Bank Lender in its sole reasonable discretion to be material, then from time to time, within ten (10) 10 days after demand from Collateral Agent or such BankLender made promptly after Collateral Agent or such Lender becomes aware of such conditions, the Borrower shall pay to Collateral Agent or such Bank Lender such amount or amounts (net of any tax savings to Collateral Agent or such Lender resulting from any of the foregoing) as will fairly compensate Collateral Agent or such Bank Lender on a good faith basis for such increased capital requirement. The determination of any amount to be paid by the Borrower under this Section 3.10(B) shall take into consideration the policies of such BankCollateral Agent and each Lender, or any corporation controlling such BankCollateral Agent or a Lender, with respect to capital adequacy and shall be based upon any reasonable averaging, attribution and allocation methods. A certificate of such Bank Collateral Agent or a Lender setting forth the basis of amount or amounts as shall be necessary to compensate Collateral Agent or such Bank Lender as specified in this Section 3.10(B) shall be delivered to the Borrower and the Administrative Agent and shall be conclusive in the absence of manifest errorBorrower. (cC) Promptly after any Bank becomes aware of any event that would entitle it If Borrower shall receive notice pursuant to compensation under Section 6.1 clause (aA) or Section 6.1(b)clause (B) above from Collateral Agent or any Lender, Borrower shall have the right to replace Collateral Agent or any such Bank Lender with another lender (which lender shall notify purchase 100% of the Administrative AgentObligations of the Collateral Agent or the Lender being replaced, which shall advise the Borrower thereof; provided that if any Bank fails to notify the Administrative Agent at par) within 180 one hundred eighty (180) days of its actual knowledge of any such event (the “Notice Date”), the Borrower shall not be obligated to pay such additional amounts accruing during the period from the Notice Date until the date of delivery of such notice; provided, further, that the failure to give such notice shall not affect the Borrower’s obligation to pay such additional amounts accrued prior to the Notice Date or after delivery 's receipt of such notice. (D) Collateral Agent and each Lender agrees that from time to time after it becomes aware of the occurrence of an event or the existence of a condition described in clause (A) or clause (B) above, it will use reasonable efforts to notify Borrower of such event or condition and, to the extent not inconsistent with Collateral Agent's or such Lender's internal policies, will use its best efforts to make, fund or maintain the Loans of Collateral Agent or such Lender out of a different lending office or branch if, as a result thereof, the additional monies or taxes which would otherwise be required to be paid by Borrower would be reduced and, if determined in good faith by Collateral Agent or such Lender, the making, funding or maintaining of Loans through such other lending office or branch would not otherwise materially adversely affect such Loans, Collateral Agent or Lender.

Appears in 1 contract

Samples: Loan and Security Agreement (Mmi Products Inc)

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