Funding Losses. In the event the Lender or any SPC shall incur any loss or expense (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Lender to make, continue or maintain any portion of the principal amount of any Advance as, or to convert any portion of the principal amount of any Advance into, a Eurodollar Advance) as a result of (a) any conversion or repayment or prepayment of the principal amount of any Eurodollar Advances on a date other than the scheduled last day of the Interest Period applicable thereto, whether pursuant to Section 2.7 or otherwise; (b) any Advances not being made as Eurodollar Advances in accordance with the Borrowing Request therefor; (c) any Advances not being continued as, or converted into, Eurodollar Advances in accordance with the Continuation/Conversion Notice therefor; or (d) any assignment by an SPC of its interest in any Advance to its Liquidity Provider at a time when Commercial Paper Notes funding such interest is outstanding; then the Borrower shall, on the Distribution Date occurring in the calendar month following its receipt of written notice thereof from the Lender, pay directly to the Lender such amount as will (in the reasonable determination of the Lender) reimburse the Lender or such SPC, as applicable, for such loss or expense. Such written notice (which shall include calculations in reasonable detail) shall, in the absence of manifest error, be conclusive and binding on the Borrower. Such amounts to be paid by the Borrower shall constitute "Carrying Charges" within the meaning of the Base Indenture and "Series 2000-1 Carrying Charges" within the meaning of the Series 2000-1 Supplement.
Appears in 1 contract
Funding Losses. In the event the Lender If any Borrower makes any payment of principal with respect to any EurocurrencyTerm Benchmark Rate Advance (pursuant to Article 2, 6 or 8 or otherwise) on any SPC shall incur any loss or expense (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Lender to make, continue or maintain any portion of the principal amount of any Advance as, or to convert any portion of the principal amount of any Advance into, a Eurodollar Advance) as a result of
(a) any conversion or repayment or prepayment of the principal amount of any Eurodollar Advances on a date day other than the scheduled last day of the Interest Period applicable thereto, whether pursuant or if any Borrower fails to Section 2.7 borrow, prepay, or otherwise;
(b) Convert into any EurocurrencyTerm Benchmark Rate Advances not being made as Eurodollar Advances after notice has been given to any Lender in accordance with Section 2.1 or 2.10, or any Borrower Converts any EurocurrencyTerm Benchmark Rate Advance other than on the Borrowing Request therefor;
last day of the Interest Period applicable thereto, such Borrower shall reimburse each Lender within 15 days after demand for any resulting loss or expense incurred by it (cor by an existing or prospective Participant in the related Advance), including (without limitation) any Advances not being continued asloss incurred in obtaining, liquidating or converted intoemploying deposits from third parties, Eurodollar Advances in accordance with but excluding loss of margin for the Continuation/Conversion Notice therefor; or
(d) period after any assignment by an SPC of its interest in any Advance such payment, failure to its Liquidity Provider at a time when Commercial Paper Notes funding borrow, prepay or Convert or Conversion, provided that such interest is outstanding; then the Borrower shall, on the Distribution Date occurring in the calendar month following its receipt of written notice thereof from the Lender, pay directly Lender shall have delivered to the Lender such applicable Borrower a written request as to the amount as will (in the reasonable determination of the Lender) reimburse the Lender or such SPC, as applicable, for such loss or expense. Such , which written notice (which request shall include calculations in reasonable detail) shall, be conclusive in the absence of manifest error. Without limiting the effect of the preceding sentence, be conclusive and binding such compensation shall include an amount equal to the excess, if any, of (i) the amount of interest that otherwise would have accrued on the Borrower. Such amounts principal amount so paid, prepaid, Converted or not borrowed or Converted for the period from the date of such payment, prepayment, failure to be paid by borrow or Convert, or Conversion to the Borrower shall constitute "Carrying Charges" within the meaning last day of the Base Indenture and "Series 2000-1 Carrying Charges" within then current Interest Period for such Advance (or, in the meaning case of a failure to borrow, the Interest Period for such Advance that would have commenced on the date specified for such borrowing or Conversion) at the applicable rate of interest for such Advance provided for herein (excluding loss of margin) over (ii) the amount of interest that otherwise would have accrued on such principal amount at a rate per annum equal to the interest component of the Series 2000-1 Supplement.amount such Lender would have bid in the Londonapplicable interbank market (if such Advance is a EurocurrencyTerm Benchmark Rate Advance) or the United States secondary certificate of deposit market (if such Advance is a EurocurrencyTerm Benchmark Rate Advance denominated in US Dollars) for US Dollar deposits of leading banks in amounts comparable to such principal amount and with maturities comparable to such period (as reasonably determined by such Lender). This
Appears in 1 contract
Samples: Credit Agreement (Marsh & McLennan Companies, Inc.)
Funding Losses. In the event the Lender or any SPC The Borrower shall incur indemnify each Tax Protected Party against any loss or reasonable expense (including but excluding in any event loss of anticipated profit) which such Tax Protected Party may sustain or expense incurred incur as a consequence of (i) any failure by reason the Borrower to fulfill on the date of the liquidation Borrowing hereunder the applicable conditions set forth in Article IV, so long as any such failure is not solely due to the failure of the Agent or reemployment of deposits or other funds acquired any Lender to comply with its obligations hereunder in all material respects, (ii) any failure by the Borrower to borrow or to prepay any Loan hereunder after irrevocable notice of such Borrowing, or prepayment has been given pursuant to Section 2.02 or 2.07, as applicable, so long as any such failure is not solely due to the failure of the Agent or any Lender to make, continue comply with its obligations hereunder in all material respects or maintain any portion of the principal amount of any Advance as, or to convert any portion of the principal amount of any Advance into, a Eurodollar Advance) as a result of
(aiii) any conversion or repayment payment or prepayment of the principal amount a Loan, (including, without limitation, payment or prepayment pursuant to Section 2.08), whether voluntary or involuntary, pursuant to any other provision of any Eurodollar Advances this Agreement or otherwise made on a date other than the scheduled last day of the Interest Period applicable thereto, whether pursuant to Section 2.7 so long as any such payment, prepayment or otherwise;
(b) any Advances conversion is not being made as Eurodollar Advances in accordance with the Borrowing Request therefor;
(c) any Advances not being continued as, or converted into, Eurodollar Advances in accordance with the Continuation/Conversion Notice therefor; or
(d) any assignment by an SPC of its interest in any Advance to its Liquidity Provider at a time when Commercial Paper Notes funding such interest is outstanding; then the Borrower shall, on the Distribution Date occurring in the calendar month following its receipt of written notice thereof from the Lender, pay directly solely due to the Lender such amount as will (in the reasonable determination failure of the Lender) reimburse the Agent or any Lender or such SPC, as applicable, for to comply with its obligations hereunder in all material respects (each such loss or expense, a “Funding Loss”). Such written notice (which Funding Losses shall be determined by each Tax Protected Party in its sole discretion and shall include calculations in reasonable detailan amount equal to the excess, if any, as reasonably determined by such Tax Protected Party, of (i) shallits cost of obtaining the funds for the Loan being paid, prepaid or not borrowed (based on the applicable London Interbank Offered Rate), for the period from the date of such payment, prepayment or failure to borrow to the last day of the then applicable Interest Period (or, in the absence case of a failure to borrow, the Interest Period for such Loan which would have been applicable to such Loan on the date of such failure to borrow) over (ii) the amount of interest (as reasonably determined by such Tax Protected Party) that would be realized by such Tax Protected Party in reemploying the funds so paid, prepaid or not borrowed or continued for such period or Interest Period, as the case may be. A certificate of any Tax Protected Party setting forth any amount or amounts which such Tax Protected Party is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive absent manifest error, be conclusive and binding on the Borrower. Such amounts to be paid by the Borrower shall constitute "Carrying Charges" within the meaning of the Base Indenture and "Series 2000-1 Carrying Charges" within the meaning of the Series 2000-1 Supplement.
Appears in 1 contract
Funding Losses. In the event the Borrowers agree to indemnify Lender, promptly after receipt of a written request therefor, and to hold Lender or any SPC shall incur harmless from, any loss or expense (including any loss that Lender may sustain or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Lender to make, continue or maintain any portion of the principal amount of any Advance as, or to convert any portion of the principal amount of any Advance into, a Eurodollar Advance) incur as a result of
consequence of (a) default by a Borrower in making a borrowing of, conversion into or continuation of Eurodollar Loans after such Borrower has given a notice (including a written or verbal notice that is subsequently revoked) requesting the same in accordance with the provisions of this Agreement, (b) default by a Borrower in making any conversion or repayment or prepayment of or conversion from Eurodollar Loans after such Borrower has given a notice (including a written or verbal notice that is subsequently revoked) thereof in accordance with the principal amount provisions of any this Agreement, (c) the making of a prepayment of a Eurodollar Advances Loan on a date other than day that is not the scheduled last day of an Interest Period applicable thereto or (d) any conversion of a Eurodollar Loan to a Base Rate Loan on a day that is not the last day of an Interest Period applicable thereto. Such indemnification shall be in an amount equal to the excess, whether pursuant to Section 2.7 or otherwise;
if any, of (bi) any Advances not being made as Eurodollar Advances in accordance with the Borrowing Request therefor;
(c) any Advances not being continued asamount of interest that would have accrued on the amounts so prepaid, or not so borrowed, converted intoor continued, Eurodollar Advances in accordance with for the Continuation/Conversion Notice therefor; or
(d) any assignment by an SPC of its interest in any Advance to its Liquidity Provider at a time when Commercial Paper Notes funding such interest is outstanding; then the Borrower shall, on the Distribution Date occurring in the calendar month following its receipt of written notice thereof period from the Lenderdate of such prepayment or of such failure to borrow, pay directly convert or continue to the Lender last day of such amount as will Interest Period (in the reasonable determination of the Lender) reimburse the Lender or such SPC, as applicable, for such loss or expense. Such written notice (which shall include calculations in reasonable detail) shallor, in the absence case of a failure to borrow, convert or continue, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Loans provided for herein over (ii) the amount of interest (as determined by Lender) that would have accrued to Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the appropriate London interbank market, along with any administration fee charged by Lender. A certificate as to any amounts payable pursuant to this Section 3.3 submitted to Administrative Borrower by Lender shall be conclusive absent manifest error, be conclusive . The obligations of Borrowers pursuant to this Section 3.3 shall survive the termination of this Agreement and binding on the Borrower. Such amounts to be paid by the Borrower shall constitute "Carrying Charges" within the meaning payment of the Base Indenture Loans and "Series 2000-1 Carrying Charges" within the meaning of the Series 2000-1 Supplementall other amounts payable hereunder.
Appears in 1 contract
Samples: Credit and Security Agreement (Colonial Commercial Corp)
Funding Losses. In The Borrower agrees to compensate each Bank for any loss or expense which such Bank may sustain or incur as a consequence of (a) default by the event Borrower in payment or prepayment when due of the Lender principal amount of or interest on any SPC Eurodollar Loan, (b) default by the Borrower in making a borrowing of, conversion into or continuation of Eurodollar Loans after the Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, (c) default by the Borrower in making any prepayment after the Borrower has given a notice thereof in accordance with the provisions of this Agreement or (d) the making of a prepayment or conversion of Eurodollar Loans on a day which is not the last day of an Interest Period with respect thereto, including, without limitation, in each case, any such loss (including, without limitation, loss of margin) or expense arising from the reemployment of funds obtained by it or from amounts payable by such Bank to lenders of funds obtained by it in order to make or maintain such Loans. Such compensation may include an amount equal to the excess, if any, of (i) the amount of interest which would have accrued on the amount so prepaid or converted, or not so borrowed, converted or continued, for the period from the date of such prepayment or conversion or of such failure to borrow, convert or continue to the last day of such Interest Period (or, in the case of a failure to borrow, convert or continue, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Loans provided for herein, including the LIBOR Applicable Margin included therein, over (ii) the amount of interest (as reasonably determined by such Bank) which would have accrued to such Bank on such amount by placing such amount on deposit for a comparable period with leading banks in the interbank eurodollar market. This covenant shall incur survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. When claiming under this Section 2.13, the claiming Bank shall provide to the Borrower a statement, signed by an officer of such Bank, explaining the amount of any such loss or expense (including any loss or expense incurred by reason the calculation of the liquidation or reemployment of deposits or other funds acquired by the Lender to makesuch amount), continue or maintain any portion of the principal amount of any Advance as, or to convert any portion of the principal amount of any Advance into, a Eurodollar Advance) as a result of
(a) any conversion or repayment or prepayment of the principal amount of any Eurodollar Advances on a date other than the scheduled last day of the Interest Period applicable thereto, whether pursuant to Section 2.7 or otherwise;
(b) any Advances not being made as Eurodollar Advances in accordance with the Borrowing Request therefor;
(c) any Advances not being continued as, or converted into, Eurodollar Advances in accordance with the Continuation/Conversion Notice therefor; or
(d) any assignment by an SPC of its interest in any Advance to its Liquidity Provider at a time when Commercial Paper Notes funding such interest is outstanding; then the Borrower shall, on the Distribution Date occurring in the calendar month following its receipt of written notice thereof from the Lender, pay directly to the Lender such amount as will (in the reasonable determination of the Lender) reimburse the Lender or such SPC, as applicable, for such loss or expense. Such written notice (which shall include calculations in reasonable detail) statement shall, in the absence of manifest error, be conclusive and binding on with respect to the Borrower. Such amounts to be paid by the Borrower shall constitute "Carrying Charges" within the meaning of the Base Indenture and "Series 2000-1 Carrying Charges" within the meaning of the Series 2000-1 Supplementparties hereto.
Appears in 1 contract
Funding Losses. In the event the Lender or any SPC The Borrower shall incur indemnify each Tax Protected Party against any loss or reasonable expense (including but excluding in any event loss of anticipated profit) which such Tax Protected Party may sustain or expense incurred incur as a consequence of (i) any failure by reason the Borrower to fulfill on the date of the liquidation Borrowing hereunder the applicable conditions set forth in Article IV , so long as any such failure is not solely due to the failure of the Agent or reemployment of deposits or other funds acquired any Lender to comply with its obligations hereunder in all material respects, (ii) any failure by the Borrower to borrow or to prepay any Loan hereunder after irrevocable notice of such Borrowing, or prepayment has been given pursuant to Section 2.02 or 2.07 , as applicable, so long as any such failure is not solely due to the failure of the Agent or any Lender to make, continue comply with its obligations hereunder in all material respects or maintain any portion of the principal amount of any Advance as, or to convert any portion of the principal amount of any Advance into, a Eurodollar Advance) as a result of
(aiii) any conversion or repayment payment or prepayment of the principal amount a Loan, (including, without limitation, payment or prepayment pursuant to Section 2.08), whether voluntary or involuntary, pursuant to any other provision of any Eurodollar Advances this Agreement or otherwise made on a date other than the scheduled last day of the Interest Period applicable thereto, whether pursuant to Section 2.7 so long as any such payment, prepayment or otherwise;
(b) any Advances conversion is not being made as Eurodollar Advances in accordance with the Borrowing Request therefor;
(c) any Advances not being continued as, or converted into, Eurodollar Advances in accordance with the Continuation/Conversion Notice therefor; or
(d) any assignment by an SPC of its interest in any Advance to its Liquidity Provider at a time when Commercial Paper Notes funding such interest is outstanding; then the Borrower shall, on the Distribution Date occurring in the calendar month following its receipt of written notice thereof from the Lender, pay directly solely due to the Lender such amount as will (in the reasonable determination failure of the Lender) reimburse the Agent or any Lender or such SPC, as applicable, for to comply with its obligations hereunder in all material respects (each such loss or expense, a “ Funding Loss ”). Such written notice (which Funding Losses shall be determined by each Tax Protected Party in its sole discretion and shall include calculations in reasonable detailan amount equal to the excess, if any, as reasonably determined by such Tax Protected Party, of (i) shallits cost of obtaining the funds for the Loan being paid, prepaid or not borrowed (based on the applicable London Interbank Offered Rate), for the period from the date of such payment, prepayment or failure to borrow to the last day of the then applicable Interest Period (or, in the absence case of a failure to borrow, the Interest Period for such Loan which would have been applicable to such Loan on the date of such failure to borrow) over (ii) the amount of interest (as reasonably determined by such Tax Protected Party) that would be realized by such Tax Protected Party in reemploying the funds so paid, prepaid or not borrowed or continued for such period or Interest Period, as the case may be. A certificate of any Tax Protected Party setting forth any amount or amounts which such Tax Protected Party is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive absent manifest error, be conclusive and binding on the Borrower. Such amounts to be paid by the Borrower shall constitute "Carrying Charges" within the meaning of the Base Indenture and "Series 2000-1 Carrying Charges" within the meaning of the Series 2000-1 Supplement.
Appears in 1 contract
Funding Losses. In the event the The Borrower agrees to reimburse each Lender or any SPC shall incur and to hold each Lender harmless from any loss or expense (including any loss which such Lender may sustain or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Lender to make, continue or maintain any portion of the principal amount of any Advance as, or to convert any portion of the principal amount of any Advance into, a Eurodollar Advance) incur as a result consequence of:
(a) the failure of the Borrower to make any conversion payment or repayment or mandatory prepayment of the principal amount of any Eurodollar Advances LIBORSOFR Loan (including payments made after any acceleration thereof);
(b) the failure of the Borrower to borrow, continue or convert a Loan after the Borrower has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation;
(c) the failure of the Borrower to make any prepayment after the Borrower has given a notice in accordance with Section 1.7;
(d) the prepayment (including pursuant to Section 1.8) of a LIBORSOFR Loan on a date other than day which is not the scheduled last day of the Interest Period applicable with respect thereto, whether pursuant to Section 2.7 or otherwise;
(b) any Advances not being made as Eurodollar Advances in accordance with the Borrowing Request therefor;
(c) any Advances not being continued as, or converted into, Eurodollar Advances in accordance with the Continuation/Conversion Notice therefor; or
(de) the conversion pursuant to Section 1.6 of any assignment by an SPC of its interest in any Advance LIBORSOFR Loan to its Liquidity Provider at a time when Commercial Paper Notes funding such interest Base Rate Loan on a day that is outstanding; then not the Borrower shall, on the Distribution Date occurring in the calendar month following its receipt of written notice thereof from the Lender, pay directly to the Lender such amount as will (in the reasonable determination last day of the Lender) reimburse the Lender or such SPC, applicable Interest Period (including as applicable, for a result of an Event of Default); including any such loss or expenseexpense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBORSOFR Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained; provided that, with respect to the expenses described in clauses (d) and (e) above, such Lender shall have notified the Applicable Agent of any such expense within two (2) Business Days of the date on which such expense was incurred. Such written notice (which For the avoidance of doubt, the Administrative Agent shall include calculations in reasonable detail) shall, in the absence have no responsibility for calculating any amount due pursuant to this Section 10.4. Solely for purposes of manifest error, be conclusive and binding on the Borrower. Such calculating amounts to be paid payable by the Borrower to the Lenders under this Section 10.4 and under subsection 10.3(a): each LIBORSOFR Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall constitute "Carrying Charges" within be conclusively deemed to have been funded at the meaning of LIBORSOFR used in determining the Base Indenture interest rate for such LIBORSOFR Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and "Series 2000-1 Carrying Charges" within the meaning of the Series 2000-1 Supplementfor a comparable period, whether or not such LIBORSOFR Loan is in fact so funded.
Appears in 1 contract
Samples: Credit Agreement (SelectQuote, Inc.)
Funding Losses. In the event the Borrower agrees to indemnify each Lender, promptly after receipt of a written request therefor, and to hold each Lender or any SPC shall incur harmless from, any loss or expense (including any loss that such Lender may sustain or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Lender to make, continue or maintain any portion of the principal amount of any Advance as, or to convert any portion of the principal amount of any Advance into, a Eurodollar Advance) incur as a result of
consequence of (a) default by Borrower in making a borrowing of, conversion into or continuation of LIBOR Fixed Rate Loans after Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, (b) default by Borrower in making any conversion or repayment or prepayment of or conversion from LIBOR Fixed Rate Loans after Borrower has given a notice thereof in accordance with the principal amount provisions of any Eurodollar Advances this Agreement, (c) the making of a prepayment of a LIBOR Fixed Rate Loan on a date other than day that is not the scheduled last day of the an Interest Period applicable thereto, whether pursuant to Section 2.7 or otherwise;
(b) any Advances not being made as Eurodollar Advances in accordance with the Borrowing Request therefor;
(c) any Advances not being continued as, or converted into, Eurodollar Advances in accordance with the Continuation/Conversion Notice therefor; or
(d) any conversion of a LIBOR Fixed Rate Loan to a Base Rate Loan on a day that is not the last day of an Interest Period applicable thereto, or (e) any compulsory assignment by of such Lender’s interests, rights and obligations under this Agreement pursuant to Section 10.3(c) or 10.12 hereof. Such indemnification shall be in an SPC amount equal to the excess, if any, of its (i) the amount of interest in any Advance to its Liquidity Provider at a time when Commercial Paper Notes funding such interest is outstanding; then the Borrower shall, that would have accrued on the Distribution Date occurring in amounts so prepaid, or not so borrowed, converted or continued, for the calendar month following its receipt of written notice thereof period from the Lenderdate of such prepayment or of such failure to borrow, pay directly convert or continue to the Lender last day of such amount as will Interest Period (in the reasonable determination of the Lender) reimburse the Lender or such SPC, as applicable, for such loss or expense. Such written notice (which shall include calculations in reasonable detail) shallor, in the absence case of a failure to borrow, convert or continue, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Loans provided for herein (excluding, however, the Applicable Margin included therein, if any) over (ii) the amount of interest (as reasonably determined by such Lender) that would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the appropriate London interbank market, along with any reasonable administration fee charged by such Lender. A certificate as to any amounts payable pursuant to this Section 3.3 submitted to Borrower (with a copy to Agent) by any Lender shall be conclusive absent manifest error, be conclusive . The obligations of Borrower pursuant to this Section 3.3 shall survive the termination of this Agreement and binding on the Borrower. Such amounts to be paid by the Borrower shall constitute "Carrying Charges" within the meaning payment of the Base Indenture Loans and "Series 2000-1 Carrying Charges" within the meaning of the Series 2000-1 Supplementall other amounts payable hereunder.
Appears in 1 contract
Funding Losses. In the event the Borrowers agree to indemnify each Lender, promptly after receipt of a written, reasonably detailed certification and request therefor, and to hold each Lender or any SPC shall incur harmless from, any loss or expense (including any loss that such Lender may sustain or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Lender to make, continue or maintain any portion of the principal amount of any Advance as, or to convert any portion of the principal amount of any Advance into, a Eurodollar Advance) incur as a result of
consequence of (a) default by a Borrower in making a borrowing of, conversion into or continuation of Eurodollar Loans after such Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, (b) default by a Borrower in making any conversion or repayment or prepayment of or conversion from Eurodollar Loans after such Borrower has given a notice thereof in accordance with the principal amount provisions of any this Agreement, (c) the making of a prepayment of a Eurodollar Advances Loan on a date other than day that is not the scheduled last day of the an Interest Period applicable thereto, whether pursuant to Section 2.7 or otherwise;
(b) any Advances not being made as Eurodollar Advances in accordance with the Borrowing Request therefor;
(c) any Advances not being continued as, or converted into, Eurodollar Advances in accordance with the Continuation/Conversion Notice therefor; or
(d) any assignment by conversion of a Eurodollar Loan to a Base Rate Loan on a day that is not the last day of an SPC Interest Period applicable thereto. Such indemnification shall be in an amount equal to the excess, if any, of its (i) the amount of interest in any Advance to its Liquidity Provider at a time when Commercial Paper Notes funding such interest is outstanding; then the Borrower shall, that would have accrued on the Distribution Date occurring in amounts so prepaid, or not so borrowed, converted or continued, for the calendar month following its receipt of written notice thereof period from the Lenderdate of such prepayment or of such failure to borrow, pay directly convert or continue to the Lender last day of such amount as will Interest Period (in the reasonable determination of the Lender) reimburse the Lender or such SPC, as applicable, for such loss or expense. Such written notice (which shall include calculations in reasonable detail) shallor, in the absence case of a failure to borrow, convert or continue, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Loans provided for herein (excluding, however, the Applicable Margin included therein, if any) over (ii) the amount of interest (as reasonably determined by such Lender) that would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the appropriate London interbank market, along with any administration fee charged by such Lender. A certificate as to any amounts payable pursuant to this Section 3.3 submitted to Administrative Borrower (with a copy to Agent) by any Lender shall be conclusive absent manifest error, be conclusive . The obligations of Borrowers pursuant to this Section 3.3 shall survive the termination of this Agreement and binding on the Borrower. Such amounts to be paid by the Borrower shall constitute "Carrying Charges" within the meaning payment of the Base Indenture Loans and "Series 2000-1 Carrying Charges" all other amounts payable hereunder. Notwithstanding the foregoing, no Lender shall be entitled to any indemnification or reimbursement pursuant to this Section 3.3 to the extent such Lender has not made demand therefore (as set forth above) within two hundred seventy (270) days after the meaning occurrence of the Series 2000-1 Supplementevent giving rise to such entitlement or, if later, such Lender having knowledge of such event.
Appears in 1 contract
Funding Losses. In Each of the event Parent Company and the Borrower shall reimburse each Lender or any SPC for, and shall incur any loss hold each Lender harmless from, each loss, cost or expense (including any loss which such Lender shall sustain or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Lender to make, continue or maintain any portion of the principal amount of any Advance as, or to convert any portion of the principal amount of any Advance into, a Eurodollar Advance) incur as a result consequence of:
(a) any conversion failure by the Borrower to make any payment of principal of or repayment or prepayment of the principal amount of interest on any Eurodollar Advances on a date other than Loan punctually when such principal shall become due and payable in accordance with the scheduled last day of the Interest Period applicable theretoterms hereof (whether at maturity, whether pursuant to Section 2.7 upon acceleration, or otherwise);
(b) any Advances not being made failure by the Borrower to borrow a Eurodollar Loan, continue a Eurodollar Loan or convert a Base Rate Loan to a Eurodollar Loan after the Borrower has given a Notice of Borrowing or a Notice of Conversion/Continuation, as Eurodollar Advances in accordance with the Borrowing Request thereforcase may be;
(c) any Advances not being continued as, failure by the Borrower to make any payment of principal of or converted into, interest on any Eurodollar Advances Loan punctually when such principal and interest shall become subject to prepayment in accordance with any notice of prepayment given by the Borrower in accordance with the Continuation/Conversion Notice thereforterms hereof; or
(d) any assignment by an SPC payment or prepayment of its interest in principal of any Advance Eurodollar Loan for any reason whatsoever (whether pursuant to its Liquidity Provider at SECTION 2.6 or SECTION 2.7 or upon acceleration, or otherwise) on a time when Commercial Paper Notes funding day which is not the last day of the Interest Period, applicable thereto; including any such interest is outstanding; then the Borrower shallloss, on the Distribution Date occurring in the calendar month following its receipt of written notice thereof cost or expense arising from the Lender, pay directly liquidation or reemployment of funds obtained by such Lender to the maintain any Eurodollar Loan hereunder or arising from fees payable by such Lender to terminate deposits from which such amount as will (in the reasonable determination of the Lender) reimburse the Lender or such SPC, as applicable, for such loss or expense. Such written notice (which shall include calculations in reasonable detail) shall, in the absence of manifest error, be conclusive and binding on the Borrower. Such amounts to be paid by the Borrower shall constitute "Carrying Charges" within the meaning of the Base Indenture and "Series 2000-1 Carrying Charges" within the meaning of the Series 2000-1 Supplementfunds were obtained.
Appears in 1 contract
Funding Losses. In The Borrower shall compensate the event the Lender or any SPC shall incur any loss or expense Lender, upon its written request, for all losses, expenses and liabilities (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired interest paid by the Lender to make, continue lenders of funds borrowed by it to make or maintain any portion carry LIBOR Advances to the extent not recovered by the Lender in connection with the re-employment of such funds and including loss of anticipated profits) which the principal amount Lender may sustain: by reason of any action or failure to act by the Borrower, a funding of a LIBOR Advance as, does not occur on the date specified therefor in the Borrower’s request or notice as to convert any portion such Advance under Section 2.1. In the event of (a) the principal amount payment of any principal of any LIBOR Advance into, a Eurodollar Advance) other than on the last day of an Interest Period applicable thereto (including as a result of
of an Event of Default), (ab) any the conversion or repayment or prepayment of the principal amount of any Eurodollar Advances on a date LIBOR Advance other than on the scheduled last day of the Interest Period applicable thereto, whether pursuant to Section 2.7 or otherwise;
(b) any Advances not being made as Eurodollar Advances in accordance with the Borrowing Request therefor;
(c) the failure by Borrower to borrow, convert, continue or prepay any Advances not being continued as, or converted into, Eurodollar Advances in accordance with LIBOR Advance on the Continuation/Conversion Notice therefor; or
(d) any assignment by an SPC of its interest date specified in any Advance to its Liquidity Provider at a time when Commercial Paper Notes funding notice delivered pursuant hereto, then, in any such interest is outstanding; then event, the Borrower shallshall compensate the Lender for the loss, on cost and expense attributable to such event. In the Distribution Date occurring in the calendar month following its receipt case of written notice thereof from the Lendera LIBOR Advance, pay directly such loss, cost or expense to the Lender shall be deemed to include the amount determined by the Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such amount as will (in LIBOR Advance had such event not occurred, at the reasonable determination LIBOR plus the Applicable Margin that would have been applicable to such LIBOR Advance, for the period from the date of such event to the last day of the Lender) reimburse the Lender or such SPC, as applicable, for such loss or expense. Such written notice then current Interest Period therefor (which shall include calculations in reasonable detail) shallor, in the absence case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such LIBOR Advance), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which the Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. A certificate of the Lender setting forth any amount or amounts that the Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive absent manifest error, be conclusive and binding on the Borrower. Such amounts to be paid by the The Borrower shall constitute "Carrying Charges" pay the Lender the amount shown as due on any such certificate within the meaning of the Base Indenture and "Series 2000-1 Carrying Charges" within the meaning of the Series 2000-1 Supplement10 days after receipt thereof.
Appears in 1 contract
Funding Losses. In If the event the Lender Borrower makes any payment of principal with respect to any Fixed Rate Loan or any SPC shall incur Fixed Rate Loan is converted to a different type of Loan (whether such payment or conversion is pursuant to Article 2, 6 or 8 or otherwise) on any loss or expense (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Lender to make, continue or maintain any portion of the principal amount of any Advance as, or to convert any portion of the principal amount of any Advance into, a Eurodollar Advance) as a result of
(a) any conversion or repayment or prepayment of the principal amount of any Eurodollar Advances on a date day other than the scheduled last day of the Interest Period applicable thereto, whether or the end of an applicable period fixed pursuant to Section 2.7 2.07(c), or otherwise;
if the Borrower fails to borrow, prepay, convert outstanding on a pro rata basis (bbased on the Commitments of the Banks after giving effect to the changes made pursuant to this Section 2.17 on such date) any Advances from all the Banks or (y) to the creation of a new Commitment of one or more institutions not being made then a Bank hereunder; provided that (i) such institution becomes a party to this Agreement as Eurodollar Advances a Bank by execution and delivery to the Borrower and the Administrative Agent of counterparts of this Agreement, (ii) the Commitment Schedule shall be amended to reflect the Commitment of such new Bank, (iii) if requested by such new Bank, the Borrower shall issue a Note to such new Bank in accordance conformity with the Borrowing Request therefor;provisions of Section 2.05, (iv) if any Committed Loans are outstanding at the time of the creation of such Commitment of such Bank, the Borrower will, notwithstanding anything to the contrary contained in this Agreement, on the date of the creation of such Commitment, incur and repay or prepay one or more Committed Loans from the Banks in such amounts so that after giving effect thereto the Committed Loans shall be outstanding on a pro rata basis (based on the Commitments of the Banks after giving effect to the changes made pursuant to this Section 2.17 on such date) from all the Banks and (v) if such institution is neither a banking institution nor an affiliate of a Bank, such institution must be consented to by the Administrative Agent. The date on which the conditions set forth in this paragraph are satisfied is the “Increased Amount Date” and each such Bank providing an Incremental Commitment, an “Incremental Bank”.
(c) On any Advances not being continued asIncreased Amount Date on which any Incremental Commitments are effective, or converted intosubject to the satisfaction of the foregoing conditions, Eurodollar Advances in accordance each Incremental Bank shall become a Bank hereunder with respect to its Incremental Commitment and the Continuation/Conversion Notice therefor; orIncremental Loans made pursuant thereto.
(d) The Administrative Agent shall notify the Banks promptly upon receipt of the Borrower’s notice of the Increased Amount Date and in respect thereof of Incremental Commitments and the Incremental Banks.
(e) The terms and provisions of the Incremental Commitments and any assignment by an SPC Borrowing in respect of its interest in any Advance such Incremental Commitments shall be, except as otherwise set forth herein, identical to its Liquidity Provider at a time when Commercial Paper Notes funding such interest is outstanding; then the Borrower shall, Commitments on the Distribution Effective Date occurring and any other Loans made under this Agreement.
(f) It is understood that any increase in the calendar month following its receipt of written notice thereof from the Lender, pay directly to the Lender such amount as will (in the reasonable determination of the Lender) reimburse Commitments pursuant to this Section 2.17 shall not constitute an amendment of this Agreement or the Lender or Notes and that no Bank shall have any obligation to participate in such SPC, as applicable, for such loss or expense. Such written notice (which shall include calculations increase except in reasonable detail) shall, in the absence of manifest error, be conclusive its absolute and binding on the Borrower. Such amounts to be paid by the Borrower shall constitute "Carrying Charges" within the meaning of the Base Indenture and "Series 2000-1 Carrying Charges" within the meaning of the Series 2000-1 Supplementsole discretion.
Appears in 1 contract
Samples: Revolving Credit Agreement (National Rural Utilities Cooperative Finance Corp /Dc/)
Funding Losses. In the event the Lender or any SPC The Borrower shall incur indemnify each Bank against any loss or reasonable expense (including including, but not limited to, any loss or reasonable expense sustained or incurred by reason of the liquidation or reemployment of to be sustained or incurred in liquidating or reemploying deposits or other funds from third parties acquired by the Lender to make, continue effect or maintain such Loan or any portion of the principal amount of any Advance as, or to convert any portion of the principal amount of any Advance into, part thereof as a Eurodollar AdvanceRate Loan) which such Bank may sustain or incur as a result of
consequence of (a) any conversion failure by the Borrower to fulfill on the date of any Borrowing hereunder the applicable conditions set forth in Article III, (b) any failure by the Borrower to borrow hereunder, or repayment to Convert Loans hereunder or to cause a Letter of Credit to be issued after a Borrowing Request, Letter of Credit Request or Conversion Notice, respectively, has been given, (c) any payment, prepayment or Conversion of a Eurodollar Rate Loan required or permitted by any other provisions of this Agreement, including, without limitation, payments made due to the acceleration of the maturity of the Notes pursuant to Section 7.01, or otherwise made on a date other than the last day of the applicable Interest Period, (d) any default in the payment or prepayment of the principal amount of any Loan or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, by notice of prepayment or otherwise) or (e) the occurrence of an Event of Default. Such loss or reasonable expense shall include, without limitation, an amount equal to the excess, if any, as determined by each Bank of (i) its cost of obtaining the funds for the Loan being paid, prepaid or Converted or not borrowed or Converted (based on the Eurodollar Advances on a Rate applicable thereto) for the period from the date other than of such payment, prepayment or Conversion or failure to borrow or Convert to the scheduled last day of the Interest Period applicable theretofor such Loan (or, whether in the case of a failure to borrow or Convert, the Interest Period for the Loan which would have commenced on the date of such failure to borrow or Convert) over (ii) the amount of interest (as estimated by such Bank) that would be realized by such Bank in reemploying the funds so paid, prepaid or Converted or not borrowed or Converted for such period or Interest Period, as the case may be. A certificate of each Bank setting forth any amount or amounts which such Bank is entitled to receive pursuant to this Section 2.7 or otherwise;
(b) any Advances not being made as Eurodollar Advances in accordance with the Borrowing Request therefor;
(c) any Advances not being continued as, or converted into, Eurodollar Advances in accordance with the Continuation/Conversion Notice therefor; or
(d) any assignment by an SPC of its interest in any Advance 2.13 shall be delivered to its Liquidity Provider at a time when Commercial Paper Notes funding such interest is outstanding; then the Borrower shall(with a copy to the Agent and the Co-Agent) and shall be conclusive, if made in good faith, absent manifest error. The Borrower shall pay to the Agent for the account of each Bank the amount shown as due on the Distribution Date occurring in the calendar month following any certificate within 10 days after its receipt of written notice thereof from the Lendersame. Notwithstanding the foregoing, pay directly in no event shall any Bank be permitted to receive any compensation hereunder constituting interest in excess of the Highest Lawful Rate. Without prejudice to the Lender such amount as will (in the reasonable determination survival of any other obligations of the Lender) reimburse Borrower hereunder, the Lender or such SPC, as applicable, for such loss or expense. Such written notice (which shall include calculations in reasonable detail) shall, in the absence obligations of manifest error, be conclusive and binding on the Borrower. Such amounts to be paid by the Borrower under this Section 2.13 shall constitute "Carrying Charges" within survive the meaning termination of this Agreement and/or the payment or assignment of any of the Base Indenture and "Series 2000-1 Carrying Charges" within the meaning of the Series 2000-1 SupplementNotes.
Appears in 1 contract
Funding Losses. In the event the Lender or any SPC Purchaser shall incur any loss or expense (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Lender such Purchaser to make, continue or maintain any portion of the principal amount of any Series A Advance as, or to convert any portion as the LIBOR Tranche of the principal amount of any Advance into, a Eurodollar such Series A Advance) as a result of:
(a) any conversion or repayment or prepayment of the principal amount of any Eurodollar Advances portion of the LIBOR Tranche on a date other than the scheduled last day of the Interest Period applicable theretothereto (whether voluntary, whether pursuant to Section 2.7 mandatory, automatic, by reason of acceleration, or otherwise);
(b) any Advances Series A Advance not being made as Eurodollar Advances a Series A Advance under the LIBOR Tranche after a request for such a Series A Advance has been made in accordance with the Borrowing Request thereforterms contained herein;
(c) any Advances Series A Advance not being continued as, as a Series A Advance under the LIBOR Tranche after a request for such continuation or converted into, Eurodollar Advances conversion has been made in accordance with the Continuation/Conversion Notice thereforterms contained herein; or
(d) any assignment of a Series A Advance under the LIBOR Tranche on a day other than the last day of the Interest Period therefor as a result of a request by an SPC the Issuer pursuant to Section 3.09(b), then, upon the written notice of its interest in any Advance such Purchaser to its Liquidity Provider at a time when Commercial Paper Notes funding the Administrative Agent, the applicable Funding Agent, the Servicer and the Issuer, the Issuer shall pay to the Administrative Agent for the account of the applicable Funding Agent and by such interest is outstanding; then the Borrower shall, Funding Agent directly to such Purchaser or Recipient on the Distribution next Payment Date occurring in the calendar month following its after receipt of written such notice thereof from in accordance with Section 8.06 of the LenderIndenture, pay directly to the Lender such amount as will (in the reasonable determination of the Lendersuch Purchaser) reimburse the Lender or such SPC, as applicable, Purchaser for such loss or expense; provided that if there is a shortfall in the payment of such amount on such Payment Date, the amount of such shortfall shall remain outstanding until paid pursuant to Section 8.06 of the Indenture. Such written notice (which shall include calculations in reasonable detail) shall, in the absence of manifest error, be conclusive and binding on the Borrower. Such amounts to be paid by the Borrower shall constitute "Carrying Charges" within the meaning of the Base Indenture and "Series 2000-1 Carrying Charges" within the meaning of the Series 2000-1 SupplementIssuer.
Appears in 1 contract
Samples: Note Purchase Agreement (OneMain Financial Holdings, Inc.)
Funding Losses. In The U.S. Borrowers (jointly and severally with respect to all Loans) and the event the Canadian Borrower (with respect to Loans that are Canadian Obligations) agree to reimburse each Lender or any SPC shall incur and to hold each Lender harmless from any loss or expense (including any loss which such Lender may sustain or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Lender to make, continue or maintain any portion of the principal amount of any Advance as, or to convert any portion of the principal amount of any Advance into, a Eurodollar Advance) incur as a result consequence of:
(a) the failure of the Borrowers to make any conversion payment or repayment or mandatory prepayment of the principal amount of any Eurodollar Advances LIBOR Rate Loan or BA Rate Loan (including payments made after any acceleration thereof);
(b) the failure of the Borrowers to borrow, continue or convert a Loan after the Borrower Representative has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation;
(c) the failure of the Borrowers to make any prepayment after the Borrowers have given a notice in accordance with Section 1.7;
(d) the prepayment (including pursuant to Section 1.8) of a LIBOR Rate Loan or BA Rate Loan on a date other than day which is not the scheduled last day of the Interest Period applicable with respect thereto, whether pursuant to Section 2.7 or otherwise;
(b) any Advances not being made as Eurodollar Advances in accordance with the Borrowing Request therefor;
(c) any Advances not being continued as, or converted into, Eurodollar Advances in accordance with the Continuation/Conversion Notice therefor; or
(de) the conversion pursuant to Section 1.6 of any assignment by an SPC of its interest in LIBOR Rate Loan to a Base Rate Loan or any Advance BA Rate Loan to its Liquidity Provider at a time when Commercial Paper Notes funding such interest is outstanding; then the Borrower shall, on the Distribution Date occurring in the calendar month following its receipt of written notice thereof from the Lender, pay directly to the Lender such amount as will (in the reasonable determination of the Lender) reimburse the Lender or such SPCCanadian Index Rate Loan, as applicable, for on a day that is not the last day of the applicable Interest Period; including any such loss or expenseexpense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Rate Loans and BA Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained; provided that, with respect to the expenses described in clauses (d) and (e) above, such Lender shall have notified Agent of any such expense within two (2) Business Days of the date on which such expense was incurred. Such written notice Solely for purposes of calculating amounts payable by the Applicable Borrower to the Lenders under this Section 10.4 and under Section 10.3(a): each LIBOR Rate Loan and BA Rate Loan made by a Lender (which and each related reserve, special deposit or similar requirement) shall include calculations be conclusively deemed to have been funded at the LIBOR or BA Rate, as applicable, used in reasonable detail) shalldetermining the interest rate for such LIBOR Rate Loan or BA Rate Loan, as applicable, by a matching deposit or other borrowing in the absence of manifest errorinterbank Eurodollar market for a comparable amount and for a comparable period, be conclusive and binding on the Borrower. Such amounts to be paid by the Borrower shall constitute "Carrying Charges" within the meaning of the Base Indenture and "Series 2000-1 Carrying Charges" within the meaning of the Series 2000-1 Supplementwhether or not such LIBOR Rate Loan or BA Rate Loan, as applicable, is in fact so funded.
Appears in 1 contract
Samples: Revolving Credit Agreement (Signature Group Holdings, Inc.)
Funding Losses. In Borrower shall indemnify the event Agent and the Lender or any SPC shall incur Lenders against any loss or reasonable expense (including such loss or expense is referred to herein as a "Funding Loss" such term including, but not limited to, any loss or reasonable expense sustained or incurred by reason of the liquidation or reemployment of to be sustained or incurred in liquidating or redeploying deposits or other funds from third parties acquired by the Lender to make, continue effect or maintain such Borrowing or any portion part thereof as a Eurodollar Borrowing) which Lender may sustain or incur as a consequence of (i) any failure by Borrower to fulfill on the principal amount date of any Advance asBorrowing hereunder the applicable conditions set forth in Section 7, (ii) any failure by Borrower to borrow hereunder or to convert Borrowings hereunder after a Notice of Borrowing has been given, (iii) any portion payment, prepayment, or conversion of a Eurodollar Borrowing required or permitted by any other provisions of this Agreement, including, without limitation, payments made due to the acceleration of the principal amount maturity of any Advance intothe Borrowings pursuant to Section 11.2, or otherwise made on a Eurodollar Advance) as a result of
date other than the last day of the applicable Interest Period, (aiv) any conversion or repayment default in the payment or prepayment of the principal amount of any Borrowing or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, by notice of prepayment or otherwise), or (v) the occurrence of an Event of Default. The term "Funding Loss" includes, without limitation, an amount equal to the excess, if any, as determined by such Lender of (A) its cost of obtaining the funds for the Borrowing being paid, prepaid or converted or not borrowed or converted (based on the Adjusted Eurodollar Advances on a Rate applicable thereto) for the period from the date other than of such payment, prepayment or conversion or failure to borrow or convert to the scheduled last day of the 22 28 Interest Period applicable theretofor such Borrowing (or, whether in the case of a failure to borrow or convert, the Interest Period for the Borrowing which would have commenced on the date of such failure to borrow or convert) over (B) the amount of interest (as estimated by such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid or converted or not borrowed or converted for such period or Interest Period, as the case may be. A certificate of Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.7 or otherwise;
2.16(e), together with a description in reasonable detail of the manner in which such amounts have been calculated, shall be delivered to Borrower and shall be conclusive, absent manifest error. Borrower shall pay to such Lender the amount shown as due on any certificate within five (b5) any Advances not being made as Eurodollar Advances in accordance with the Borrowing Request therefor;
(c) any Advances not being continued as, or converted into, Eurodollar Advances in accordance with the Continuation/Conversion Notice therefor; or
(d) any assignment by an SPC of its interest in any Advance to its Liquidity Provider at a time when Commercial Paper Notes funding such interest is outstanding; then the Borrower shall, on the Distribution Date occurring in the calendar month following Business Days after its receipt of written notice thereof from the Lendersame. Notwithstanding the foregoing, pay directly in no event shall Lender be permitted to receive any compensation hereunder constituting interest in excess of the Maximum Rate. Without prejudice to the Lender such amount as will (in survival of any other obligations of Borrower hereunder, the reasonable determination obligations of Borrower under this Section 2.16(e) shall survive the termination of this Agreement and/or the payment of the Lender) reimburse the Lender or such SPC, as applicable, for such loss or expense. Such written notice (which shall include calculations in reasonable detail) shall, in the absence of manifest error, be conclusive and binding on the Borrower. Such amounts to be paid by the Borrower shall constitute "Carrying Charges" within the meaning of the Base Indenture and "Series 2000-1 Carrying Charges" within the meaning of the Series 2000-1 SupplementNotes.
Appears in 1 contract
Funding Losses. In the event the Lender or any SPC Affected Person shall incur any loss or expense (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Lender such Affected Person to make, continue fund or maintain any portion of the principal amount of any Advance as, or to convert any portion of the principal amount of any Advance into, as a Eurodollar Advance) as a result of
: (a) any conversion conversion, repayment, prepayment or repayment redemption (for any reason, including, without limitation, as a result of any Voluntary Decrease or prepayment the acceleration of the maturity of such Eurodollar Advance) of the principal amount of any Eurodollar Advances Advance on a date other than the scheduled last day of the Eurodollar Interest Accrual Period applicable thereto, whether pursuant to Section 2.7 or otherwise;
; (b) any Advances Advance not being funded or maintained as a Eurodollar Advance after a request therefor has been made as Eurodollar Advances in accordance with the Borrowing Request therefor;
terms contained herein (for a reason other than the failure of such Affected Person to make an Advance after all conditions thereto have been met); or (c) any Advances not being continued asfailure of the Co-Issuers to make a Voluntary Decrease, prepayment or converted intoredemption with respect to any Eurodollar Advance after giving notice thereof pursuant to the applicable provisions of the Indenture; then, Eurodollar Advances upon the written notice (which shall include calculations in reasonable detail) of any Affected Person to the related Funding Agent and the Co-Issuers, the Co-Issuers shall pay to the Administrative Agent, in the form of Series 2018-1 Class A Notes Other Amounts, subject to and in accordance with the Continuation/Conversion Notice therefor; or
(d) any assignment by an SPC Priority of its interest in any Advance to its Liquidity Provider at a time when Commercial Paper Notes funding such interest is outstanding; then the Borrower shall, Payments on the Distribution Payment Date occurring following the Collection Period in the calendar month following its receipt of which such written notice thereof from is received, and by the Lender, Administrative Agent to such Funding Agent pursuant to written direction and such Funding Agent shall pay directly to the Lender such Affected Person such amount (“Breakage Amount” or “Series 2018-1 Class A Breakage Amount”) as will (in the reasonable determination of the Lendersuch Affected Person) reimburse the Lender or such SPC, as applicable, Affected Person for such loss or expense. With respect to any notice given to the Co- Issuers under this Section 3.06 the Co-Issuers shall not be under any obligation to pay any amount with respect to any period prior to the date that is nine (9) months prior to such notice. Such written notice (which shall include calculations in reasonable detail) shall, in the absence of manifest error, be conclusive and binding on the Borrower. Such amounts to be paid by the Borrower shall constitute "Carrying Charges" within the meaning of the Base Indenture and "Series 2000Co-1 Carrying Charges" within the meaning of the Series 2000-1 SupplementIssuers.
Appears in 1 contract
Funding Losses. In If for any reason (other than default by a Lender) (a) any Borrowing of, or conversion to or continuation of, a LIBOR Loan does not occur on the event date specified therefor in a Notice of Borrowing or Notice of Conversion/Continuation (whether or not withdrawn), (b) any repayment or conversion of a LIBOR Loan occurs on a day other than the end of its Interest Period, (c) Borrowers fail to repay a LIBOR Loan when required hereunder, or (d) a Lender (other than a Defaulting Lender) is required to assign a LIBOR Loan prior to the end of its Interest Period pursuant to Section 3.8 or any SPC 13.4, then Borrowers shall incur pay to Agent its customary administrative charge and to each Lender all resulting losses and expenses, including loss of anticipated profits and any loss or expense (including arising from liquidation or redeployment of funds or from fees payable to terminate deposits of matching funds. Lenders shall not be required to purchase Dollar deposits in any loss interbank or expense incurred by reason offshore Dollar market to fund any LIBOR Loan, but this Section shall apply as if each Lender had purchased such deposits. Maximum Interest. Regardless of any provision contained in any of the liquidation Loan Documents, in no contingency or reemployment event whatsoever shall the aggregate of deposits all amounts that are contracted for, charged or received by Agent or any Lender pursuant to the terms of this Agreement or any of the other funds acquired Loan Documents and that are deemed interest under Applicable Law exceed the highest rate permissible under any Applicable Law (the “Maximum Rate”). No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent of the Lender right to make, continue accelerate the payment or maintain the maturity of all or any portion of the principal amount Obligations, or the exercise of any Advance asoption whatsoever contained in any of the Loan Documents, or to convert the prepayment by any portion Obligor of any of the principal amount Obligations, or the occurrence of any Advance intocontingency whatsoever, a Eurodollar Advanceshall entitle Agent or Lenders to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law (such interest, charges, amounts, premiums and fees referred to herein collectively as “Interest”) as a result of
(a) any conversion or repayment or prepayment in excess of the principal amount of Maximum Rate and in no event shall any Eurodollar Advances on a date other than Obligor be obligated to pay Interest exceeding such Maximum Rate, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor to pay Interest exceeding the scheduled last day Maximum Rate shall be without binding force or effect, at law or in equity, to the extent only of the Interest Period applicable thereto, whether pursuant to Section 2.7 or otherwise;
(b) any Advances not being made as Eurodollar Advances in accordance with the Borrowing Request therefor;
(c) any Advances not being continued as, or converted into, Eurodollar Advances in accordance with the Continuation/Conversion Notice therefor; or
(d) any assignment by an SPC excess of its interest in any Advance to its Liquidity Provider at a time when Commercial Paper Notes funding such interest is outstanding; then the Borrower shall, on the Distribution Date occurring in the calendar month following its receipt of written notice thereof from the Lender, pay directly to the Lender such amount as will (in the reasonable determination of the Lender) reimburse the Lender or such SPC, as applicable, for such loss or expense. Such written notice (which shall include calculations in reasonable detail) shall, in the absence of manifest error, be conclusive and binding on the Borrower. Such amounts to be paid by the Borrower shall constitute "Carrying Charges" within the meaning of the Base Indenture and "Series 2000-1 Carrying Charges" within the meaning of the Series 2000-1 Supplement.Interest
Appears in 1 contract
Funding Losses. In The Borrower shall indemnify each member of the event the Lender or any SPC shall incur Bank Group against any loss or reasonable expense (including including, but not limited to, any loss or reasonable expense sustained or incurred by reason of the liquidation or reemployment of to be sustained or incurred in liquidating or reemploying deposits or other funds from third parties acquired by the Lender to make, continue effect or maintain a Loan or any portion of the principal amount of any Advance as, or to convert any portion of the principal amount of any Advance into, part thereof as a Eurodollar AdvanceLoan) which such Person may sustain or incur as a result of
consequence of (a) any failure by the Borrower to fulfill on the date of any Borrowing hereunder the applicable conditions set forth in Article III, (b) any failure by the Borrower to borrow, convert or continue hereunder after a Borrowing Request or an Interest Election Request has been given, (c) any payment, prepayment, conversion or repayment continuation of a Eurodollar Loan required or permitted by any other provisions of this Agreement, including, without limitation, payments made due to the acceleration of the maturity of the Loans pursuant to Section 7.01, or otherwise made on a date other than the last day of the applicable Interest Period, (d) any default in the payment or prepayment of the principal amount of any Eurodollar Advances Loan or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, by notice of prepayment or otherwise), (e) the occurrence of an Event of Default or (f) the Borrower’s election to replace an Affected Bank pursuant to Section 2.14(b). Such loss or reasonable expense shall include, without limitation, an amount equal to the excess, if any, as determined by each Bank of (i) its cost of obtaining the funds for the Loan being paid, prepaid, converted or continued or not borrowed, converted or continued (based on a the interest rate applicable thereto) for the period from the date other than of such payment, prepayment, conversion or continuation or failure to borrow, convert or continue to the scheduled last day of the Interest Period applicable theretofor such Loan (or, whether in the case of a failure to borrow, convert or continue, for the Loan which would have commenced on the date of such failure to borrow, convert or continue) over (ii) the amount of interest (as estimated by such Bank) that would be realized by such Bank in reemploying the funds so paid, prepaid, converted or continued or not borrowed, converted or continued for such period or Interest Period, as the case may be. A certificate of each member of the Bank Group setting forth any amount or amounts which such Person is entitled to receive pursuant to this Section 2.7 or otherwise;
(b) any Advances not being made as Eurodollar Advances in accordance with the Borrowing Request therefor;
(c) any Advances not being continued as, or converted into, Eurodollar Advances in accordance with the Continuation/Conversion Notice therefor; or
(d) any assignment by an SPC of its interest in any Advance 2.11 shall be delivered to its Liquidity Provider at a time when Commercial Paper Notes funding such interest is outstanding; then the Borrower shall(with a copy to the Agent) and shall be conclusive, if made in good faith, absent manifest error. The Borrower shall pay to the Agent for the account of each such Person the amount shown as due on the Distribution Date occurring in the calendar month following any certificate within 30 days after its receipt of written notice thereof from the Lendersame. Notwithstanding the foregoing, pay directly in no event shall any Bank be permitted to receive any compensation hereunder constituting interest in excess of the Highest Lawful Rate. Without prejudice to the Lender such amount as will (in the reasonable determination survival of any other obligations of the Lender) reimburse Borrower hereunder, the Lender or such SPC, as applicable, for such loss or expense. Such written notice (which shall include calculations in reasonable detail) shall, in the absence obligations of manifest error, be conclusive and binding on the Borrower. Such amounts to be paid by the Borrower under this Section 2.11 shall constitute "Carrying Charges" within survive the meaning termination of this Agreement and/or the payment or assignment of any of the Base Indenture and "Series 2000-1 Carrying Charges" within the meaning of the Series 2000-1 SupplementNotes.
Appears in 1 contract
Samples: Credit Agreement (Kirby Corp)
Funding Losses. In Upon demand of any Lender (with a copy to the event Administrative Agent) from time to time, the Borrowers shall promptly compensate such Lender or for and hold such Lender harmless from any SPC shall incur any loss or expense (including any loss loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Lender to make, continue or maintain any portion of the principal amount of any Advance as, or to convert any portion of the principal amount of any Advance into, a Eurodollar Advance) it as a result of:
(a) any conversion or repayment continuation, conversion, payment or prepayment of the principal amount of any Eurodollar Advances Loan other than a Base Rate Loan on a date day other than the scheduled last day of the Interest Period applicable theretofor such Loan (whether voluntary, whether pursuant to Section 2.7 mandatory, automatic, by reason of acceleration, or otherwise);
(b) any Advances not being made as Eurodollar Advances failure by the Borrowers (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in accordance with the Borrowing Request therefor;amount notified by the Borrowers; or
(c) any Advances not being continued asassignment of a LIBOR Loan on a day other than the last day of the Interest Period therefor as a result of (i) a request by the Borrowers pursuant to Section 12.15, or converted into, Eurodollar Advances in accordance with the Continuation/Conversion Notice therefor; or
(dii) any an assignment by an SPC of its interest in any Advance to its Liquidity Provider at Lender that is a time when Commercial Paper Notes funding such interest is outstanding; then the Borrower shall, Lender on the Distribution Closing Date occurring pursuant to Section 12.07(b) as part of the primary syndication of the Commitments and Loans following the Closing Date or (iii) an assignment by any Lender in connection with an Incremental Facility pursuant to Section 2.15; including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained. Lenders shall provide Borrower Representative with a notice (with a copy to the Administrative Agent) setting forth in reasonable detail the basis for Lenders demand, which shall be conclusive absent manifest error. Borrowers shall pay such amount within ten days after receipt of such notice. For purposes of calculating amounts payable by the Borrowers to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each LIBOR Loan made by it at the LIBO Base Rate used in determining the LIBO Rate for such Loan by a matching deposit or other borrowing in the calendar month following its receipt of written notice thereof from the LenderLondon interbank market for a comparable amount and for a comparable period, pay directly to the Lender whether or not such amount as will (LIBOR Loan was in the reasonable determination of the Lender) reimburse the Lender or such SPC, as applicable, for such loss or expense. Such written notice (which shall include calculations in reasonable detail) shall, in the absence of manifest error, be conclusive and binding on the Borrower. Such amounts to be paid by the Borrower shall constitute "Carrying Charges" within the meaning of the Base Indenture and "Series 2000-1 Carrying Charges" within the meaning of the Series 2000-1 Supplementfact so funded.
Appears in 1 contract
Funding Losses. In the event the Borrower shall indemnify Agent and each Lender or any SPC shall incur against any loss or reasonable expense (including such loss or expense is referred to herein as a "FUNDING LOSS," such term including, but not limited to, any loss or reasonable expense sustained or incurred by reason of the liquidation or reemployment of to be sustained or incurred in liquidating or reemploying deposits or other funds from third parties acquired by the Lender to make, continue effect or maintain such Advance or any portion of the principal amount of any Advance as, or to convert any portion of the principal amount of any Advance into, part thereof as a Eurodollar Advance) which Agent or any Lender may sustain or incur as a result of
consequence of (ai) any failure by Borrower to fulfill on the date of any Advance hereunder the applicable conditions set forth in SECTION 4, (ii) any failure by Borrower to borrow hereunder or to convert Advances hereunder after a Notice of Borrowing has been given, (iii) any payment, prepayment, or conversion of a Eurodollar Advance required or repayment permitted by any other provisions of this Agreement, including, without limitation, payments made due to the acceleration of the maturity of Advances pursuant to SECTION 8.2, or otherwise made on a date other than the last day of the applicable Interest Period, (iv) any default in the payment or prepayment of the principal amount of any Advance or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, by notice of prepayment or otherwise), or (v) the occurrence of an Event of Default. The term "FUNDING LOSS" includes, without limitation, an amount equal to the excess, if any, as determined by Agent or any Lender of (A) its cost of obtaining the funds for the Advance being paid, prepaid, or converted or not borrowed or converted (based on the Adjusted Eurodollar Advances on a Rate applicable thereto) for the period from the date other than of such payment, prepayment, or conversion or failure to borrow or convert to the scheduled last day of the Interest Period applicable theretofor such Advance (or, whether pursuant in the case of a failure to Section 2.7 borrow or otherwise;
convert, the Interest Period for the Advance which would have commenced on the date of such failure to borrow or convert) over (bB) any Advances not being made the amount of interest (as Eurodollar Advances estimated by Agent or such Lender) that would be realized by Agent or such Lender in accordance with reemploying the Borrowing Request therefor;
(c) any Advances not being continued asfunds so paid, prepaid, or converted intoor not borrowed or converted for such period or Interest Period, Eurodollar Advances as the case may be. A certificate of Agent or such Lender setting forth any amount or amounts which Agent or such Lender is entitled to receive pursuant to this SECTION 2.6(e), together with a description in accordance with the Continuation/Conversion Notice therefor; or
(d) any assignment by an SPC of its interest in any Advance to its Liquidity Provider at a time when Commercial Paper Notes funding such interest is outstanding; then the Borrower shall, on the Distribution Date occurring in the calendar month following its receipt of written notice thereof from the Lender, pay directly to the Lender such amount as will (in the reasonable determination detail of the Lender) reimburse the Lender or manner in which such SPCamounts have been calculated, as applicable, for such loss or expense. Such written notice (which shall include calculations in reasonable detail) shall, be delivered to Borrower and shall be presumed to be correct in the absence of manifest error, be conclusive and binding on the Borrower. Such amounts to be paid by the Borrower shall constitute "Carrying Charges" pay to Agent, for itself or for the account of any such Lender, the amount shown as due on any certificate within the meaning five (5) days after its receipt of the Base Indenture and "Series 2000-1 Carrying Charges" within same. Notwithstanding the meaning foregoing, in no event shall Lender be permitted to receive any compensation hereunder constituting interest in excess of the Series 2000-1 SupplementMaximum Rate.
Appears in 1 contract
Samples: Revolving Credit Agreement (United Dental Care Inc /De/)
Funding Losses. In the event the Lender or any SPC shall incur The Borrower will indemnify each Bank upon demand against any loss or expense which such Bank may sustain or incur (including including, without limitation, any loss or expense sustained or incurred by reason of the liquidation in obtaining, liquidating or reemployment of employing deposits or other funds acquired by the Lender to makeeffect, continue fund, or maintain any portion of the principal amount of any Advance as, or to convert any portion of the principal amount of any Advance into, a Eurodollar Advance) as a result of
consequence of (ai) any conversion or repayment or prepayment failure of the principal Borrower to make any payment when due of any amount due hereunder or under any Term Note, (ii) any failure of the Borrower to borrow, continue or convert an Advance on a date specified therefor in a notice thereof, or (iii) any payment (including, without limitation, any payment pursuant to Section 4.2, 4.3 or 10.2), prepayment or conversion of any Eurodollar Advances Advance on a date other than the scheduled last day of the Interest Period applicable thereto, whether pursuant to for such Advance. Determinations by each Bank for purposes of this Section 2.7 or otherwise;
(b) any Advances not being made as Eurodollar Advances in accordance with the Borrowing Request therefor;
(c) any Advances not being continued as, or converted into, Eurodollar Advances in accordance with the Continuation/Conversion Notice therefor; or
(d) any assignment by an SPC of its interest in any Advance to its Liquidity Provider at a time when Commercial Paper Notes funding such interest is outstanding; then the Borrower shall, on the Distribution Date occurring in the calendar month following its receipt of written notice thereof from the Lender, pay directly to the Lender such amount as will (in the reasonable determination 2.6 of the Lender) reimburse the Lender or amount required to indemnify such SPC, as applicable, for such loss or expense. Such written notice (which Bank shall include calculations in reasonable detail) shall, be conclusive in the absence of manifest error. Without limiting the effect of the foregoing, be conclusive and binding each Bank's loss under clause (ii) or (iii) above with respect to a Eurodollar Advance shall include an amount equal to the excess, if any, of (a) the amount of interest that otherwise would have accrued on the Borrower. Such amounts principal amount so paid, so prepaid, so not borrowed, so not converted or so not continued for the period from the date of such payment or such failure to be paid by borrow, convert or continue to the Borrower shall constitute "Carrying Charges" within last day of then current Interest Period for such Eurodollar Advance (or, in the meaning case of a failure to borrow, convert or continue, the Interest Period for such Eurodollar Advance that would have commenced on the date specified for such borrowing, conversion on continuation) at the applicable rate of interest (or the rate of interest which would have been applicable) for such Eurodollar Advance provided herein over (b) the amount of interest that otherwise would have accrued on such principal amount at a rate per annum equal to the interest component of the Base Indenture and "Series 2000-1 Carrying Charges" within the meaning of the Series 2000-1 Supplement.amount such Bank
Appears in 1 contract
Funding Losses. In If Borrower shall (a) repay or prepay any LIBOR Term Loans on any day other than the event the Lender last day of an Interest Period for such Term Loans (whether an optional prepayment or a Mandatory Prepayment), (b) fail to borrow any SPC shall incur any loss or expense LIBOR Term Loans in accordance with a Notice of Borrowing delivered to Administrative Agent (including any loss or expense incurred by reason whether as a result of the liquidation failure to satisfy any applicable conditions or reemployment otherwise) after such Notice of deposits or other funds acquired by the Lender to makeBorrowing has become irrevocable, continue or maintain any portion of the principal amount of any Advance as, or (c) fail to convert any portion Term Loans into LIBOR Term Loans in accordance with a Notice of the principal amount Conversion of any Advance into, a Eurodollar Advance) Loan Type delivered to Administrative Agent (whether as a result of
(a) any conversion or repayment or prepayment of the principal amount of failure to satisfy any Eurodollar Advances on a date other than the scheduled last day of the Interest Period applicable thereto, whether pursuant to Section 2.7 conditions or otherwise;
) after such Notice of Conversion of Loan Type has become irrevocable, (bd) any Advances not being made as Eurodollar Advances fail to continue a LIBOR Term Loan in accordance with the Borrowing Request therefor;
(c) any Advances not being continued asa Confirmation of Interest Period Selection delivered to Administrative Agent, or converted into, Eurodollar Advances (e) fail to make any prepayment in accordance with the Continuation/Conversion Notice therefor; or
(d) any assignment by an SPC notice of its interest in any Advance prepayment delivered to its Liquidity Provider at a time when Commercial Paper Notes funding such interest is outstanding; Administrative Agent, then the Borrower shall, on the Distribution Date occurring in the calendar month following its within ten days after demand by any Lender, reimburse such Lender for all reasonable costs and losses incurred by such Lender as a result of such repayment, prepayment or failure ("Liquidation Costs"). Borrower understands that such costs and losses may include losses incurred by a Lender as a result of funding and other contracts entered into by such Lender to fund LIBOR Term Loans (other than non-receipt of written notice thereof from the Lender, pay directly margin applicable to such LIBOR Term Loans). Each Lender demanding payment under this Section 2.6 shall deliver to Borrower a certificate setting forth in reasonable detail the Lender such basis for and the amount as will (in the reasonable determination of the Lender) reimburse the Lender or such SPC, as applicable, costs and losses for such loss or expensewhich demand is made. Such written notice (which shall include calculations in reasonable detail) a certificate so delivered to Borrower shall, in the absence of manifest error, be conclusive and binding on as to the Borrower. Such amounts to be paid by the Borrower shall constitute "Carrying Charges" within the meaning amount of the Base Indenture and "Series 2000-1 Carrying Charges" within the meaning such loss for purposes of the Series 2000-1 Supplementthis Agreement.
Appears in 1 contract
Samples: Credit Agreement (Calpine Corp)
Funding Losses. In the event the The Borrower hereby agrees to indemnify each Lender or and to hold such Lender harmless from any SPC shall incur any funding loss or expense which such Lender may sustain or incur as a consequence of (including any loss or expense incurred by reason of i) the liquidation or reemployment of deposits or other funds acquired failure by the Lender Borrower to make, continue or maintain any portion of pay the principal amount of or interest on any Advance asTerm Loan by such Lender in accordance with the terms hereof, or to convert any portion (ii) the failure of the principal amount Borrower to accept a borrowing after the Borrower has given a notice in accordance with the terms hereof, (iii) the failure of the Borrower to make any Advance intorepayment or prepayment after the Borrower has given a notice in accordance with the terms hereof, and/or (iv) the making by the Borrower of a Eurodollar Advance) as a result of
(a) any conversion or repayment or prepayment of a Term Loan, or the principal amount of any Eurodollar Advances conversion thereof, on a date other than day which is not the scheduled last day of the Interest Period applicable with respect thereto, whether pursuant to Section 2.7 or otherwise;
(b) in each case including, but not limited to, any Advances not being made as Eurodollar Advances in accordance with the Borrowing Request therefor;
(c) any Advances not being continued as, or converted into, Eurodollar Advances in accordance with the Continuation/Conversion Notice therefor; or
(d) any assignment by an SPC of its interest in any Advance to its Liquidity Provider at a time when Commercial Paper Notes funding such interest is outstanding; then the Borrower shall, on the Distribution Date occurring in the calendar month following its receipt of written notice thereof from the Lender, pay directly to the Lender such amount as will (in the reasonable determination of the Lender) reimburse the Lender or such SPC, as applicable, for such loss or expenseexpense arising from interest or fees payable by such Lender to lenders of funds obtained by it in order to maintain its Term Loans hereunder. Such written notice A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender, through the Agent, to the Borrower (which certificate must be delivered to the Agent within ninety (90) days following such default, repayment or conversion) shall include calculations in reasonable detail) shall, be conclusive in the absence of manifest error); provided that if such certificate is not delivered to the Agent within ninety (90) days following such Lender becoming aware of such default, repayment or conversion, such Lender shall only be conclusive and binding on entitled to receive payment pursuant to this Section with respect to losses or expenses incurred by such Lender during the ninety (90) days prior to the date such Lender delivers such certificate to the Agent. The Borrower. Such amounts to be paid by ’s obligations under this Section 2.09 shall survive the Borrower shall constitute "Carrying Charges" within the meaning termination of the Base Indenture Commitments and "Series 2000-1 Carrying Charges" within the meaning repayment in full of the Series 2000-1 Supplementall Obligations hereunder.
Appears in 1 contract
Samples: Subordinated Delayed Draw Credit Agreement (Gencorp Inc)
Funding Losses. In the event the The Borrowers agree to reimburse each Lender or any SPC shall incur and to hold each Lender harmless from any loss or expense (including any loss which such Lender may sustain or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Lender to make, continue or maintain any portion of the principal amount of any Advance as, or to convert any portion of the principal amount of any Advance into, a Eurodollar Advance) incur as a result consequence of:
(a) the failure of a Borrower to make any conversion payment or repayment or mandatory prepayment of the principal amount of any Eurodollar Advances LIBOR Rate Loan or CDOR Rate Loan (including payments made after any acceleration thereof);
(b) the failure of a Borrower to borrow, continue or convert a Loan after a Borrower has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation;
(c) the failure of the Borrower to make any prepayment after the Borrower has given a notice in accordance with Section 1.7;
(d) the prepayment (including pursuant to Section 1.8) of a LIBOR Rate Loan on a date other than day which is not the scheduled last day of the Interest Period applicable with respect thereto, whether pursuant to Section 2.7 or otherwise;
(b) any Advances a CDOR Rate Loan on a day which is not being made as Eurodollar Advances in accordance the last day of the CDOR Period with the Borrowing Request therefor;
(c) any Advances not being continued as, or converted into, Eurodollar Advances in accordance with the Continuation/Conversion Notice thereforrespect thereto; or
(de) the conversion pursuant to Section 1.6 of any assignment by an SPC LIBOR Rate Loan to a Base Rate Loan, or of its interest in any Advance CDOR Rate Loan to its Liquidity Provider at a time when Commercial Paper Notes funding such interest is outstanding; then the Borrower shallCanadian Prime Rate Loan, on a day that is not the Distribution Date occurring in the calendar month following its receipt of written notice thereof from the Lender, pay directly to the Lender such amount as will (in the reasonable determination last day of the Lender) reimburse the Lender applicable Interest Period or such SPCCDOR Period, as applicable, for ; including any such loss or expenseexpense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained; provided that, with respect to the expenses described in clauses (d) and (e) above. Such written notice Solely for purposes of calculating amounts payable by the Borrower to the Lenders under this Section 10.4 and under subsection 10.3(a): each LIBOR Rate Loan made by a Lender (which and each related reserve, special deposit or similar requirement) shall include calculations be conclusively deemed to have been funded at the Adjusted LIBOR Rate used in reasonable detail) shall, determining the interest rate for such LIBOR Rate Loan by a matching deposit or other borrowing in the absence of manifest errorinterbank Eurodollar market for a comparable amount and for a comparable period, be conclusive and binding on whether or not such LIBOR Rate Loan is in fact so funded. The Borrowers shall pay the Borrower. Such amounts applicable Lender any amount required to be paid to such Lender under this Section within fifteen (15) days after receipt by the Borrower shall constitute "Carrying Charges" within the meaning Borrowers of a certificate from such Lender of the Base Indenture type described in Section 10.7 showing the amount so due and "Series 2000-1 Carrying Charges" within payable by the meaning of the Series 2000-1 SupplementBorrower.
Appears in 1 contract
Funding Losses. In the event the The Borrower shall indemnify each Lender or any SPC shall incur against any loss or expense (including but excluding in any event loss of anticipated profit) which such Lender may sustain or expense incurred incur as a consequence of (i) any failure by reason any Borrower to fulfill on the date of any Borrowing hereunder the liquidation or reemployment of deposits or other funds acquired applicable conditions set forth in ARTICLE IV, (ii) any failure by the Lender Borrower to make, continue or maintain any portion of the principal amount of any Advance as, borrow or to convert or continue any portion Loan hereunder after irrevocable notice of the principal amount such Borrowing, conversion or continuation has been given pursuant to Section 2.02 or Section 2.07, (iii) any payment, prepayment or conversion of any Advance into, a Eurodollar Advance) as a result of
(a) Loan, whether voluntary or involuntary, pursuant to any conversion other provision of this Agreement or repayment or prepayment of the principal amount of any Eurodollar Advances otherwise made on a date other than the scheduled last day of the Interest Period applicable thereto, whether (iv) any default in payment or prepayment of the principal amount of any Loan or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, by irrevocable notice of prepayment or otherwise) or (v) the assignment of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.7 2.16, including, in each such case, any loss or otherwise;
reasonable expense sustained or incurred or to be sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Loan or any part thereof as a Eurodollar Loan. Such loss or reasonable expense shall include an amount equal to the excess, if any, as reasonably determined by such Lender, of (bi) any Advances its cost of obtaining the funds for the Loan being paid, prepaid, converted, not being made as Eurodollar Advances in accordance with the Borrowing Request therefor;
borrowed or assigned (c) any Advances not being continued as, or converted into, Eurodollar Advances in accordance with the Continuation/Conversion Notice therefor; or
(d) any assignment by an SPC of its interest in any Advance to its Liquidity Provider at a time when Commercial Paper Notes funding such interest is outstanding; then the Borrower shall, based on the Distribution Date occurring in applicable LIBO Screen Rate), for the calendar month following its receipt of written notice thereof period from the Lenderdate of such payment, pay directly prepayment, conversion, failure to borrow, convert or continue to the Lender such amount as will (in the reasonable determination last day of the Lender) reimburse the Lender or such SPC, as applicable, Interest Period for such loss or expense. Such written notice Loan (which shall include calculations in reasonable detail) shallor, in the absence case of a failure to borrow, the Interest Period for such Loan which would have commenced on the date of such failure to borrow, convert or continue) or assignment over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid, converted, not borrowed, converted or continued for such period or Interest Period or assignment, as the case may be. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 3.05 shall be delivered to the Borrower and shall be conclusive absent manifest error, be conclusive and binding on the Borrower. Such amounts to be paid by the Borrower shall constitute "Carrying Charges" within the meaning of the Base Indenture and "Series 2000-1 Carrying Charges" within the meaning of the Series 2000-1 Supplement.
Appears in 1 contract
Funding Losses. In the event the Lender or any SPC Without duplication of other provisions -------------- contained herein, Borrower shall incur indemnify each Bank against any loss or reasonable expense which such Bank may sustain or incur as a consequence of (including i) any loss failure by Borrower to fulfill on the Borrowing Date for any Borrowing hereunder the applicable conditions set forth in Article III, (ii) any failure ----------- by Borrower to borrow hereunder after a Borrowing Request pursuant to this Article II has been given, (iii) any failure by Borrower to convert or expense incurred continue ---------- a Borrowing hereunder after a Notice of Conversion or Continuation pursuant to this Article II has been given, (iv) any payment, prepayment, continuance, or ---------- conversion of a LIBOR Rate Borrowing required or permitted by reason any other provision of this Credit Agreement including, without limitation, payments made due to the acceleration of the liquidation or reemployment of deposits or other funds acquired by the Lender to make, continue or maintain any portion maturity of the principal amount of any Advance asNotes pursuant to Section 7.01, ------------ or to convert any portion otherwise made on a date other than the last day of the principal amount of any Advance intoapplicable Interest Period, a Eurodollar Advance) as a result of
(av) any conversion or repayment default in the payment or prepayment of the principal amount of any Eurodollar Advances LIBOR Rate Borrowing or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, by notice of prepayment or otherwise) including, but not limited to, any loss or reasonable expense sustained or incurred or to be sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Bank's Commitment Percentage of any LIBOR Rate Borrowing or any part thereof as a LIBOR Rate Borrowing. Such loss or reasonable expense shall include, without limitation, an amount equal to the excess, if any, as reasonably determined by such Bank of (i) its cost of obtaining the funds for its Commitment Percentage of the LIBOR Rate Borrowing being paid, prepaid or converted or not borrowed (based on a the LIBOR Rate or fixed rate applicable thereto) for the period from the date other than of such payment, prepayment, continuance or conversion or failure to borrow to the scheduled last day of the Interest Period applicable theretofor such LIBOR Rate Loan (or, whether in the case of a failure to borrow, the Interest Period for the LIBOR Rate Loan, as the case may be, which would have commenced on the date of such failure to borrow) over (ii) the amount of interest (as reasonably determined by such Bank) that would be realized by such Bank in reemploying the funds so paid, prepaid, continued or converted or not borrowed for such period or Interest Period, as the case may be, provided that such Bank will use its best efforts to reemploy funds in investments of similar quality. A certificate of such Bank signed by an officer setting forth in reasonable detail any amount or amounts which such Bank is entitled to receive pursuant to this Section 2.7 or otherwise;
2.18 shall be delivered to Borrower. Borrower shall pay to such Bank the ------------ amount shown as due on any certificate within thirty (b30) any Advances not being made as Eurodollar Advances in accordance with the Borrowing Request therefor;
(c) any Advances not being continued as, or converted into, Eurodollar Advances in accordance with the Continuation/Conversion Notice therefor; or
(d) any assignment by an SPC of its interest in any Advance to its Liquidity Provider at a time when Commercial Paper Notes funding such interest is outstanding; then the Borrower shall, on the Distribution Date occurring in the calendar month following Business Days after its receipt of written notice thereof from the Lendersame. Notwithstanding the foregoing, pay directly in no event shall any Bank be permitted to receive any compensation hereunder constituting interest in excess of the Highest Lawful Rate. Without prejudice to the Lender such amount as will (survival of any other obligations of Borrower hereunder, the obligations of Borrower under this Section 2.18 shall survive the date of termination of this Credit Agreement and ------------ the payment in the reasonable determination full of the LenderObligations for a period of sixty (60) reimburse the Lender or such SPC, as applicable, for such loss or expense. Such written notice (which shall include calculations in reasonable detail) shall, in the absence of manifest error, be conclusive and binding on the Borrower. Such amounts to be paid by the Borrower shall constitute "Carrying Charges" within the meaning of the Base Indenture and "Series 2000-1 Carrying Charges" within the meaning of the Series 2000-1 Supplementdays.
Appears in 1 contract
Funding Losses. In If Borrower shall (a) repay or prepay any LIBORSOFR Loans on any day other than the event the Lender or any SPC shall incur any loss or expense last day of an Interest Period for such Loans (including as a result of an assignment effected pursuant to Section 2.9.2), (b) fail to borrow any loss or expense incurred by reason LIBORSOFR Loans in accordance with a Notice of Revolving Borrowing delivered to Administrative Agent (whether as a result of the liquidation failure to satisfy any applicable conditions or reemployment of deposits or other funds acquired by the Lender to makeotherwise) after such notice has become irrevocable, continue or maintain any portion of the principal amount of any Advance as, or (c) fail to convert any portion Base Rate Loans into LIBORSOFR Loans in accordance with a Notice of the principal amount Conversion of any Advance into, a Eurodollar Advance) Loan Type delivered to Administrative Agent (whether as a result of
of the failure to satisfy any applicable conditions or otherwise) after such notice has become irrevocable, (d) fail to continue a LIBORSOFR Loan in accordance with a Confirmation of Interest Period Selection after such notice of confirmation has become irrevocable or (e) fail to make any prepayment in accordance with any notice of prepayment delivered to Administrative Agent, Borrower shall, within 30 days after demand by any Lender (other than in the case of the costs covered by the parenthetical clause under clause (a) any conversion or repayment or prepayment of the principal amount of any Eurodollar Advances on a date other than the scheduled last day of the Interest Period applicable theretoabove, whether pursuant to Section 2.7 or otherwise;
(b) any Advances not being made as Eurodollar Advances which shall be paid in accordance with the Borrowing Request therefor;
Section 2.9.2), reimburse such Lender for all reasonable costs and losses incurred by such Lender (c“Liquidation Costs”) any Advances not being continued asdue to such payment, prepayment or converted into, Eurodollar Advances in accordance with the Continuation/Conversion Notice therefor; or
failure. Borrower understands that such costs and losses may include losses incurred by a Lender as a result of funding and other contracts entered into by such Lender to fund LIBORSOFR Loans (d) any assignment by an SPC of its interest in any Advance to its Liquidity Provider at a time when Commercial Paper Notes funding such interest is outstanding; then the Borrower shall, on the Distribution Date occurring in the calendar month following its other than non-receipt of written notice thereof from the Lender, pay directly to the Lender such amount as will (Applicable Rate in the reasonable determination respect of the Lender) reimburse interest rate on LIBORSOFR Loans). Each Lender demanding payment under this Section 2.8 shall deliver to Borrower a certificate setting forth in reasonable detail the Lender or such SPC, as applicable, amount of costs and losses for such loss or expensewhich demand is made. Such written notice (which shall include calculations in reasonable detail) a certificate so delivered to Borrower shall, in the absence of manifest demonstrable error, be conclusive and binding on as to the Borrower. Such amounts to be paid by the Borrower shall constitute "Carrying Charges" within the meaning amount of the Base Indenture and "Series 2000-1 Carrying Charges" within the meaning such loss for purposes of the Series 2000-1 Supplementthis Agreement.
Appears in 1 contract
Samples: Credit Agreement (Tampa Electric Co)
Funding Losses. In Upon demand of any Lender (with a copy to the event Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender or for and hold such Lender harmless from any SPC shall incur any loss or expense (including any loss actual cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Lender to make, continue or maintain any portion of the principal amount of any Advance as, or to convert any portion of the principal amount of any Advance into, a Eurodollar Advance) it as a result of:
(a) any conversion or repayment continuation, conversion, payment or prepayment of the principal amount of any Eurodollar Advances Loan other than a Base Rate Loan on a date day other than the scheduled last day of the Interest Period applicable theretofor such Loan (whether voluntary, whether pursuant to Section 2.7 mandatory, automatic, by reason of acceleration, or otherwise);
(b) any Advances not being made as Eurodollar Advances failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in accordance with the Borrowing Request therefor;amount notified by the Borrower; or
(c) any Advances not being continued as, or converted into, assignment of a Eurodollar Advances in accordance with Rate Loan on a day other than the Continuation/Conversion Notice therefor; or
(d) any assignment by an SPC of its interest in any Advance to its Liquidity Provider at a time when Commercial Paper Notes funding such interest is outstanding; then the Borrower shall, on the Distribution Date occurring in the calendar month following its receipt of written notice thereof from the Lender, pay directly to the Lender such amount as will (in the reasonable determination last day of the Lender) reimburse the Lender or such SPC, Interest Period therefor as applicable, for such loss or expense. Such written notice (which shall include calculations in reasonable detail) shall, in the absence a result of manifest error, be conclusive and binding on the Borrower. Such amounts to be paid a request by the Borrower pursuant to Section 10.15; including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained. Notwithstanding the foregoing, the Borrower shall constitute "Carrying Charges" within have no obligation to pay any Lender any amount arising under subsection (a) to the meaning extent that such amount exceeds the amount, if any, by which (i) the present value of the Base Indenture and "Series 2000-1 Carrying Charges" within additional interest which would have been payable to such Lender if the meaning applicable Loan had not been prematurely continued, converted, paid or prepaid exceeds (ii) the present value of the Series 2000-1 Supplementinterest which would have been receivable by such Lender as a result of placing the amount so received by such Lender as a consequence of the continuation, conversion, payment or prepayment of such Loan on deposit in the applicable offshore Dollar interbank market for a term equal to the number of days remaining in the Interest Period related to such Loan. For purposes of calculating the present value of any interest payments referred in the immediately preceding sentence, such interest payments shall be discounted at a rate equal to the sum of (x) the Eurodollar Rate in effect on the date two Business Days prior to the date the Borrower continues, converts, pays or prepays any Loan in the manner described in subsection (a), and (y) the margin listed under the heading "Eurodollar Rate" in the definition of "Applicable Rate." The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. The foregoing indemnity shall not apply to any special, incidental or consequential damages. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each Eurodollar Rate Committed Loan made by it at the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the applicable offshore Dollar interbank market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Committed Loan was in fact so funded.
Appears in 1 contract
Funding Losses. In the event the The relevant Borrower shall indemnify each Lender or any SPC shall incur against any loss or expense (including any loss of anticipated profits) which such Lender may sustain or expense incurred incur as a consequence of (i) any failure by reason such Borrower to fulfill on the date of any Borrowing hereunder the applicable conditions set forth in ARTICLE IV,(ii) any failure by such Borrower to borrow or to refinance, convert or continue any Loan hereunder after irrevocable notice of such Borrowing, refinancing, conversion or continuation has been given pursuant to SECTION 2.02 or 2.08, (iii) any payment, prepayment or conversion of a Eurodollar Loan or Bankers' Acceptance, whether voluntary or involuntary, pursuant to any other provision of this Agreement or otherwise made on a date other than the last day of the liquidation Interest Period or reemployment of deposits or other funds acquired by the Lender to makeBA Contract Period applicable thereto, continue or maintain any portion of the principal amount of any Advance as, or to convert any portion of the principal amount of any Advance into, a Eurodollar Advance) as a result of
(aiv) any conversion or repayment default in payment or prepayment of the principal amount of any Loan or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, by irrevocable notice of prepayment or otherwise), (v) the occurrence of any Event of Default or (vi) the assignment of any Eurodollar Advances on a date Loan or Bankers' Acceptance other than on the scheduled last day of the Interest Period or BA Contract Period applicable thereto, whether thereto as a result of a request by the Parent Borrower pursuant to Section 2.7 SECTION 2.11(c), including, in each such case, any loss or otherwise;
reasonable expense sustained or incurred or to be sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Loan or any part thereof as a Eurodollar Loan. Such loss or reasonable expense shall be the amount as reasonably determined by such Lender as the excess, if any, of (bi) any Advances the amount of interest which would have accrued to such Lender on the amount -107- so paid, prepaid, converted, not being made as borrowed, redenominated or assigned at a rate of interest equal to the Adjusted Eurodollar Advances Rate for such Loan, for the period from the date of such payment, prepayment, conversion, failure to borrow, redenomination or assignment to the last day (x) in accordance with the Borrowing Request therefor;
(c) any Advances not being continued ascase of a payment, prepayment, conversion, redenomination or assignment other than on the last day of the Interest Period for such Loan, of the then current Interest Period for such Loan, or converted into(y) in the case of such failure to borrow, Eurodollar Advances in accordance with of the Continuation/Conversion Notice therefor; or
(d) any assignment by an SPC of its interest in any Advance to its Liquidity Provider at a time when Commercial Paper Notes funding Interest Period for such interest is outstanding; then the Borrower shall, Loan which would have commenced on the Distribution Date occurring date of such failure to borrow, over (ii) the amount of interest which would have accrued to such Lender on such amount by placing such amount on deposit in the calendar month following its receipt applicable currency for a comparable period with leading banks in the relevant interbank market. A certificate of written notice thereof from the Lender, pay directly any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this SECTION 3.06 shall be delivered to the Lender such amount as will (in the reasonable determination of the Lender) reimburse the Lender or such SPC, as applicable, for such loss or expense. Such written notice (which relevant Borrower and shall include calculations in reasonable detail) shall, in the absence of be conclusive absent manifest error, be conclusive and binding on the Borrower. Such amounts to be paid by the Borrower shall constitute "Carrying Charges" within the meaning of the Base Indenture and "Series 2000-1 Carrying Charges" within the meaning of the Series 2000-1 Supplement.
Appears in 1 contract
Funding Losses. In the event the Borrower shall indemnify Lender or any SPC shall incur against any loss or reasonable expense (including such loss or expense is referred to herein as a "Funding Loss, " such term including, but not limited to, any loss or reasonable expense sustained or incurred by reason of the liquidation or reemployment of to be sustained or incurred in liquidating or redeploying deposits or other funds from third parties acquired by the Lender to make, continue effect or maintain such Borrowing or any portion part thereof as a Eurodollar Borrowing) which Lender may sustain or incur as a consequence of (i) any failure by Borrower to fulfill on the principal amount date of any Advance asBorrowing hereunder the applicable conditions set forth in Section 4, (ii) any failure by Borrower to borrow hereunder or to convert Borrowings hereunder after a Conversion Notice has been given, (iii) any portion payment, prepayment, or conversion of a Eurodollar Borrowing required or permitted by any other provisions of this Agreement, including, without limitation, payments made due to the acceleration of the principal amount maturity of any Advance intothe Borrowings pursuant to Section 8.2, or otherwise made on a Eurodollar Advance) as a result of
date other than the last day of the applicable Interest Period, (aiv) any conversion or repayment default in the payment or prepayment of the principal amount of any Borrowing or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, by notice of prepayment or otherwise), or (v) the occurrence of an Event of Default. The term "Funding Loss" includes, without limitation, an amount equal to the excess, if any, as determined by Lender of (A) its cost of obtaining the funds for the Borrowing being paid, prepaid or converted or not borrowed or converted (based on the Adjusted Eurodollar Advances on a Rate applicable thereto) for the period from the date other than of such payment, prepayment or conversion or failure to borrow or convert to the scheduled last day of the Interest Period applicable theretofor such Borrowing (or, whether in the case of a 22 failure to borrow or convert, the Interest Period for the Borrowing which would have commenced on the date of such failure to-borrow or convert) over (B) the amount of interest (as estimated by Lender) that would be realized by Lender in reemploying the funds so paid, prepaid or converted or not borrowed or converted for such period or Interest Period, as the case may be. A certificate of Lender setting forth any amount or amounts which Lender is entitled to receive pursuant to this Section 2.7 or otherwise;
2.16(e), together with a description in reasonable detail of the manner in which such amounts have been calculated, shall be delivered to Borrower and shall be conclusive, absent manifest error. Borrower shall pay to Lender the amount shown as due on any certificate within five (b5) any Advances not being made as Eurodollar Advances in accordance with the Borrowing Request therefor;
(c) any Advances not being continued as, or converted into, Eurodollar Advances in accordance with the Continuation/Conversion Notice therefor; or
(d) any assignment by an SPC of its interest in any Advance to its Liquidity Provider at a time when Commercial Paper Notes funding such interest is outstanding; then the Borrower shall, on the Distribution Date occurring in the calendar month following business days after its receipt of written notice thereof from the Lendersame. Notwithstanding the foregoing, pay directly in no event shall Lender be permitted to receive any compensation hereunder constituting interest in excess of the Maximum Rate. Without prejudice to the Lender such amount as will (in survival of any other obligations of Borrower hereunder, the reasonable determination obligations of Borrower under this Section 2.16(e) shall survive the termination of this Agreement and/or the payment or assignment of the Lender) reimburse the Lender or such SPC, as applicable, for such loss or expense. Such written notice (which shall include calculations in reasonable detail) shall, in the absence of manifest error, be conclusive and binding on the Borrower. Such amounts to be paid by the Borrower shall constitute "Carrying Charges" within the meaning of the Base Indenture and "Series 2000-1 Carrying Charges" within the meaning of the Series 2000-1 SupplementNote.
Appears in 1 contract
Samples: Revolving Credit Agreement (Tandy Brands Accessories Inc)
Funding Losses. In The Borrower shall compensate each Bank, upon such Bank's delivery of a written demand therefor to the event Borrower, with a copy to the Lender Agent (which demand shall, absent manifest error, be final and conclusive and binding upon all of the parties hereto), for all reasonable losses, expenses and liabilities (including, without limitation, any loss, expense or any SPC shall incur any loss or expense (including any loss or expense liability incurred by reason of such Bank in connection with the liquidation or reemployment of deposits or funds required by it to make or carry its Eurodollar Loans, and including losses of anticipated profits), that such Bank sustains: (i) if for any reason (other funds acquired than a default by the Lender to make, continue or maintain any portion of the principal amount of any Advance assuch Bank) a Borrowing of, or to convert any portion of the principal amount of any Advance conversion from or into, or a continuation of, Eurodollar Advance) as a result of
(a) any conversion or repayment or prepayment of the principal amount of any Eurodollar Advances Loans does not occur on a date other than specified therefor in a Notice of Borrowing or Notice of Conversion or Continuation (whether or not rescinded, canceled or withdrawn or deemed rescinded, canceled or withdrawn), (ii) if any repayment (including, without limitation, payment after acceleration) or conversion of any of its Eurodollar Loans occurs on a date which is not the scheduled last day of the Interest Period applicable thereto, whether pursuant to Section 2.7 or otherwise;
(biii) if any Advances prepayment of any of its Eurodollar Loans is not being made as Eurodollar Advances on any date specified in accordance with a notice of prepayment given by the Borrowing Request therefor;
(c) any Advances not being continued asBorrower, or converted into, Eurodollar Advances in accordance with the Continuation/Conversion Notice therefor; or
(div) as a consequence of any assignment by an SPC of its interest in any Advance to its Liquidity Provider at a time when Commercial Paper Notes funding such interest is outstanding; then the Borrower shall, on the Distribution Date occurring in the calendar month following its receipt of written notice thereof from the Lender, pay directly to the Lender such amount as will (in the reasonable determination of the Lender) reimburse the Lender or such SPC, as applicable, for such loss or expense. Such written notice (which shall include calculations in reasonable detail) shall, in the absence of manifest error, be conclusive and binding on the Borrower. Such amounts to be paid default by the Borrower in repaying its Eurodollar Loans or any other amounts owing hereunder in respect of its Eurodollar Loans when required by the terms of this Agreement. Calculation of all amounts payable to a Bank under this Section shall constitute "Carrying Charges" within be made on the meaning assumption that such Bank has funded its relevant Eurodollar Loan through the purchase of a Eurodollar deposit, bearing interest at the Base Indenture Eurodollar Rate, in an amount equal to the amount of such Eurodollar Loan, with a maturity equivalent to the Interest Period applicable to such Eurodollar Loan and "Series 2000-1 Carrying Charges" within through the meaning transfer of such Eurodollar deposit from an offshore office of such Bank to a domestic office of such Bank in the Series 2000-1 SupplementUnited States of America, provided that each Bank may fund its Eurodollar Loans in any manner that it in its sole discretion chooses and the foregoing assumption shall only be made in order to calculate amounts payable under this Section.
Appears in 1 contract
Samples: Construction and Term Loan Agreement (Cleco Power LLC)
Funding Losses. In If for any reason (other than default by a Lender) (a) any Borrowing of, or conversion to or continuation of, an Interest Period Loan does not occur on the event date specified therefor in a Notice of Borrowing or Notice of Conversion/Continuation (whether or not withdrawn), (b) any repayment or conversion of an Interest Period Loan occurs on a day other than the Lender end of its Interest Period, (c) any Borrower fails to repay an Interest Period Loan when required hereunder, or (d) any Borrower fails to repay any drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any SPC payment thereof in a different currency, then such Borrower shall incur any loss or expense (pay to the Agent its customary administrative charge and to each Lender and the applicable Issuing Bank all losses and expenses that it sustains as a consequence thereof, including any loss or expense incurred by reason of the arising from liquidation or reemployment redeployment of funds or from fees payable to terminate deposits or other funds acquired of matching funds, but excluding loss of margin. All amounts payable by the Lender to make, continue or maintain any portion of the principal amount of any Advance as, or to convert any portion of the principal amount of any Advance into, a Eurodollar Advance) as a result of
(a) any conversion or repayment or prepayment of the principal amount of any Eurodollar Advances on a date other than the scheduled last day of the Interest Period applicable thereto, whether pursuant to Borrowers under this Section 2.7 or otherwise;
(b) any Advances not being made as Eurodollar Advances 3.9 shall be due and payable in accordance with Section 3.3. The Lenders shall not be required to purchase Dollar deposits in the Borrowing Request therefor;London interbank market or any other offshore Dollar market to fund any LIBOR Loan, but the provisions hereof shall apply as if each Lender had purchased such deposits.”
(cu) any Advances not being continued asSection 5.11.1 of the Credit Agreement is hereby amended by deleting such subsection in its entirety and inserting in lieu thereof the following:
5.11.1 Except as otherwise explicitly set forth herein (including in Section 2.2.2), each repayment of a Revolver Loan or converted into, Eurodollar Advances LC Obligation or a part thereof shall be made in accordance with the Continuation/Conversion Notice therefor; orcurrency in which such Revolver Loan or LC Obligation is denominated at the time of that repayment;”
(dv) any assignment by an SPC of its interest in any Advance to its Liquidity Provider at a time when Commercial Paper Notes funding such interest is outstanding; then the Borrower shall, on the Distribution Date occurring in the calendar month following its receipt of written notice thereof from the Lender, pay directly to the Lender such amount as will (in the reasonable determination Section 5.12 of the Lender) reimburse Credit Agreement is hereby amended by deleting such section in its entirety and inserting in lieu thereof the Lender or such SPC, as applicable, for such loss or expense. Such written notice (which shall include calculations in reasonable detail) shall, in the absence of manifest error, be conclusive and binding on the Borrower. Such amounts to be paid by the Borrower shall constitute "Carrying Charges" within the meaning of the Base Indenture and "Series 2000-1 Carrying Charges" within the meaning of the Series 2000-1 Supplement.following:
Appears in 1 contract
Samples: Credit Agreement (Clean Harbors Inc)
Funding Losses. In the event the The Borrower agrees to indemnify each Lender, promptly after receipt of a written request therefor, and to hold each Lender or any SPC shall incur harmless from, any loss or expense (including any loss that such Lender may sustain or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Lender to make, continue or maintain any portion of the principal amount of any Advance as, or to convert any portion of the principal amount of any Advance into, a Eurodollar Advance) incur as a result of
consequence of (a) default by the Borrower in making a borrowing of, conversion into or continuation of Eurocurrency Loans after the Borrower has given a notice (including a written or verbal notice that is subsequently revoked) requesting the same in accordance with the provisions of this Agreement, (b) default by the Borrower in making any conversion or repayment or prepayment of or conversion from Eurocurrency Loans after the principal amount Borrower has
given a notice (including a written or verbal notice that is subsequently revoked) thereof in accordance with the provisions of any Eurodollar Advances this Agreement, (c) the making of a prepayment of a Eurocurrency Loan on a date other than day that is not the scheduled last day of the an Interest Period applicable thereto, whether pursuant to Section 2.7 or otherwise;
(b) any Advances not being made as Eurodollar Advances in accordance with the Borrowing Request therefor;
(c) any Advances not being continued as, or converted into, Eurodollar Advances in accordance with the Continuation/Conversion Notice therefor; or
(d) any conversion of a Eurocurrency Loan to a Base Rate Loan on a day that is not the last day of an Interest Period applicable thereto, or (e) any compulsory assignment by of such Lender’s interests, rights and obligations under this Agreement pursuant to Section 11.3(c) or 11.12 hereof. Such indemnification shall be in an SPC amount equal to the excess, if any, of its (i) the amount of interest in any Advance to its Liquidity Provider at a time when Commercial Paper Notes funding such interest is outstanding; then the Borrower shall, that would have accrued on the Distribution Date occurring in amounts so prepaid, or not so borrowed, converted or continued, for the calendar month following its receipt of written notice thereof period from the Lenderdate of such prepayment or of such failure to borrow, pay directly convert or continue to the Lender last day of such amount as will Interest Period (in the reasonable determination of the Lender) reimburse the Lender or such SPC, as applicable, for such loss or expense. Such written notice (which shall include calculations in reasonable detail) shallor, in the absence case of a failure to borrow, convert or continue, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Loans provided for herein over (ii) the amount of interest (as reasonably determined by such Lender) that would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the appropriate London interbank market, along with any administration fee charged by such Lender. A certificate as to any amounts payable pursuant to this Section 3.3 submitted to the Borrower (with a copy to the Administrative Agent) by any Lender together with a reasonably detailed calculation and description of such amounts, shall be conclusive absent manifest error, be conclusive and binding on the Borrower. Such amounts to be paid by The obligations of the Borrower pursuant to this Section 3.3 shall constitute "Carrying Charges" within survive the meaning termination of this Agreement and the payment of the Base Indenture Loans and "Series 2000-1 Carrying Charges" within the meaning of the Series 2000-1 Supplementall other amounts payable hereunder.
Appears in 1 contract
Funding Losses. In the event the Lender or any SPC Participant shall incur any loss or out-of-pocket expense (including any Break Costs and any loss or out-of-pocket expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Lender such Participant to makemake available, continue or maintain any portion of the principal amount of any Advance asLoan or Certificate Amount, or to convert any portion of as the principal amount of any Advance into, a Eurodollar Advancecase may be) as a result of:
(a) any conversion or repayment or prepayment of the principal amount of any Eurodollar Advances Loans or Certificate Amounts, as the case may be, on a date other than the scheduled last day of the Interest Period applicable thereto, whether pursuant to Section 2.7 or otherwise;; or
(b) any Advances Loans or Certificate Amounts, as the case may be, not being made as Eurodollar Advances in accordance with the Borrowing Advance Request therefor;
therefor (c) any Advances not being continued asunless such failure to make such Loans or fund such Certificate Amounts, or converted intoas the case may be, Eurodollar Advances in accordance with constitutes a breach by the Continuation/Conversion Notice therefor; or
(d) any assignment by an SPC applicable Participant of its interest in any Advance obligations under Article III), then, upon the written notice of such Participant to its Liquidity Provider at the Lessee (with a time when Commercial Paper Notes funding such interest is outstanding; then copy to the Borrower Lessor), the Lessee shall, within five days of its receipt thereof, pay (provided, that prior to the Applicable Base Term Commencement Date for any Facility or Unit allocated to an Equipment Group and pursuant to the terms and conditions of this Participation Agreement relating to Advances, Lessee shall request an Advance the proceeds of which shall be used to pay losses or out-of-pocket expenses attributable to Advances which Funded such Uncompleted Facility or Uncompleted Unit) directly to such Participant as Supplemental Rent such amount (determined on the Distribution Date occurring in the calendar month following its receipt basis of written notice thereof from the Lender, pay directly to the Lender such amount Participant's standard practices) as will (in the reasonable determination of the Lender) reimburse the Lender or such SPC, as applicable, Participant for such loss or out-of-pocket expense. Such written notice (which shall include calculations in sufficiently reasonable detaildetail to indicate the incurrence and amount of such loss and out-of-pocket expense) shall, in the absence of manifest error, shall be conclusive presumed correct and binding on the Borrower. Such amounts to be paid by the Borrower shall constitute "Carrying Charges" within the meaning of the Base Indenture and "Series 2000-1 Carrying Charges" within the meaning of the Series 2000-1 SupplementLessee absent demonstrable error.
Appears in 1 contract
Samples: Participation Agreement (PPL Electric Utilities Corp)
Funding Losses. In The Company shall compensate each Lender, upon such Lender's delivery of a written demand therefor to the event Company, with a copy to the Lender Agent (which demand shall set forth the basis for requesting such amounts and shall, absent manifest error, be final and conclusive and binding upon all of the parties hereto), for all reasonable losses, expenses and liabilities (including, without limitation, any loss, expense or any SPC shall incur any loss or expense (including any loss or expense liability incurred by reason of such Lender in connection with the liquidation or reemployment of deposits or funds required by it to make or carry its Bridge Notes), that such Lender sustains: (i) if for any reason (other funds acquired than a default by the Lender to make, continue or maintain any portion such Lender) a borrowing of the principal amount of any Advance as, or to convert any portion of the principal amount of any Advance into, a Eurodollar Advance) as a result of
(a) any conversion or repayment or prepayment of the principal amount of any Eurodollar Advances Bridge Notes does not occur on a date other than specified therefor in a Notice of Borrowing (whether or not rescinded, cancelled or withdrawn or deemed rescinded, cancelled or withdrawn,), (ii) if any repayment (including, without limitation, payment after acceleration) or conversion of any of its Bridge Notes occurs on a date which is not the scheduled last day of the Interest Period applicable thereto, whether pursuant to Section 2.7 or otherwise;
(biii) if any Advances prepayment of any of its Bridge Notes is not being made as Eurodollar Advances on any date specified in accordance with a notice of prepayment given by the Borrowing Request therefor;
(c) any Advances not being continued asCompany, or converted into, Eurodollar Advances (iv) as a consequence of any default by the Company in accordance with the Continuation/Conversion Notice therefor; or
(d) repaying its Bridge Notes or any assignment by an SPC other amounts owing hereunder in respect of its Bridge Notes when required by the terms of this Agreement. Calculation of all amounts payable to a Lender under this Section 2.8 shall be made on the assumption that such Lender has funded its relevant Bridge Notes through the purchase of a Eurodollar deposit bearing interest at the LIBO Rate in an amount equal to the amount of such Bridge Notes with a maturity equivalent to the Interest Period applicable to such Bridge Notes, and through the transfer of such Eurodollar deposit from an offshore office of such Lender to a domestic office of such Lender in the United States of America, provided that each Lender may fund its Eurodollar Loans in any Advance manner that it in its sole discretion chooses and the foregoing assumption shall only be made in order to its Liquidity Provider at a time when Commercial Paper Notes funding such interest is outstanding; then the Borrower shall, on the Distribution Date occurring in the calendar month following its receipt of written notice thereof from the Lender, pay directly to the Lender such amount as will (in the reasonable determination of the Lender) reimburse the Lender or such SPC, as applicable, for such loss or expense. Such written notice (which shall include calculations in reasonable detail) shall, in the absence of manifest error, be conclusive and binding on the Borrower. Such calculate amounts to be paid by the Borrower shall constitute "Carrying Charges" within the meaning of the Base Indenture and "Series 2000-1 Carrying Charges" within the meaning of the Series 2000-1 Supplementpayable under this Section 2.8.
Appears in 1 contract
Samples: Senior Subordinated Credit Agreement (Bio Rad Laboratories Inc)
Funding Losses. In If for any reasonIn the event of (a) the payment of any Borrowing, conversion or continuation of a LIBOR Loan does not occur on the date specified therefor in a Notice of Borrowing or Notice of Conversion/Continuation (whether or not withdrawn), (b) any repayment or conversion of a LIBORprincipal of any Term SOFR Loan occurs on a day other than on the endlast day of itsthe Interest Period, (c) Borrowers fail to repay a LIBOR Loan when required hereunder, or (d) a Lender or any SPC shall incur any loss or expense (applicable thereto (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Lender to make, continue or maintain any portion of the principal amount of any Advance as, or to convert any portion of the principal amount of any Advance into, a Eurodollar Advance) as a result of
of an Event of Default), (ab) any the continuation, conversion or repayment or prepayment of the principal amount of any Eurodollar Advances on a date Term SOFR Loan other than a Defaulting Lender) is required to assign a LIBOR Loan prior toon the scheduled last day of the Interest Period applicable theretothereto (including as a result of an Event of Default), whether (c) the failure to borrow, convert, continue or prepay any Term SOFR Loan on the date specified in any notice delivered pursuant hereto, or (d) the endassignment of itsany Term SOFR Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrowers pursuant to Section 2.7 or otherwise;
(b) any Advances not being made as Eurodollar Advances in accordance with the Borrowing Request therefor;
(c) any Advances not being continued as13.43.3, or converted intothen, Eurodollar Advances in accordance with the Continuation/Conversion Notice therefor; or
(d) any assignment by an SPC of its interest in any Advance such event, the Borrowers shall pay to Agent its Liquidity Provider at customary administrative charge not to exceed $1,000 and to each Lender all losses, expenses and feescompensate each Lender for any loss, cost and expense attributable to such event, including any loss, cost or expense arising from the liquidation or redeployment of funds or termination of match funding. For purposes of calculating amounts payable under this Section, a time when Commercial Paper Notes funding such interest is outstanding; then the Borrower shall, on the Distribution Date occurring Lender shall be deemed to have funded a LIBOR Loan by a matching deposit or other borrowing in the calendar month following its receipt of written notice thereof from London interbank market for a comparable amount and period, whether or not the Lender, pay directly to the Lender such amount as will (in the reasonable determination of the Lender) reimburse the Lender or such SPC, as applicable, for such loss or expense. Such written notice (which shall include calculations in reasonable detail) shall, in the absence of manifest error, be conclusive and binding on the Borrower. Such amounts to be paid by the Borrower shall constitute "Carrying Charges" within the meaning of the Base Indenture and "Series 2000-1 Carrying Charges" within the meaning of the Series 2000-1 SupplementLoan was infact so fundedfrom any fees payable.
Appears in 1 contract
Samples: Loan, Security and Guarantee Agreement (GEE Group Inc.)
Funding Losses. In the event the The Borrower shall reimburse each Lender or any SPC shall incur and hold each Lender harmless from any loss or expense which the Lender may sustain or incur as a consequence of:
(a) the failure of the Borrower to make on a timely basis any payment of principal on any Offshore Rate Loan,
(b) the failure of the Borrower to borrow, continue or convert a Loan after the Borrower has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation,
(c) the failure of the Borrower to make any prepayment in accordance with any notice delivered under Section 2.6,
(d) the prepayment (including pursuant to Sections 2.6 and 2.7) or other payment (including after acceleration thereof) of an Offshore Rate Loan on a day that is not the last day of the relevant Interest Period, or
(e) the automatic conversion under Section 2.4 or 4.2 of any Offshore Rate Loan to a Base Rate Loan on a day that is not the last day of the relevant Interest Period, including any such loss or expense incurred by reason of arising from the liquidation or reemployment of deposits or other funds acquired obtained by the such Lender to makemaintain its Offshore Rate Loans, continue or maintain any portion from fees payable to terminate the deposits from which such funds were obtained. Such loss or expense shall include an amount equal to the excess, if any, as reasonably determined by such Lender, of (i) the amount of interest (but not including the Applicable Margin relating thereto) which would have accrued on the principal amount of any Advance aspaid, prepaid, continued or converted, or not borrowed, converted, or continued for the period from the date of such payment, prepayment, continuation, conversion, or failure to convert any portion of borrow, convert, or continue to the principal amount of any Advance into, a Eurodollar Advance) as a result of
(a) any conversion or repayment or prepayment of the principal amount of any Eurodollar Advances on a date other than the scheduled last day of the Interest Period applicable thereto, whether pursuant to Section 2.7 or otherwise;
(b) any Advances not being made as Eurodollar Advances in accordance with the Borrowing Request therefor;
(c) any Advances not being continued as, or converted into, Eurodollar Advances in accordance with the Continuation/Conversion Notice therefor; or
(d) any assignment by an SPC of its interest in any Advance to its Liquidity Provider at a time when Commercial Paper Notes funding such interest is outstanding; then the Borrower shall, on the Distribution Date occurring in the calendar month following its receipt of written notice thereof from the Lender, pay directly to the Lender such amount as will (in the reasonable determination of the Lender) reimburse the Lender or such SPC, as applicable, for such loss or expense. Such written notice Loan (which shall include calculations in reasonable detail) shallor, in the absence case of manifest errora failure to borrow, be conclusive and binding convert, or continue, the Interest Period for such Loan which would have commenced on the Borrower. Such amounts date of such failure to be paid borrow, convert, or continue) over (ii) the interest component (as reasonably determined by the Borrower shall constitute "Carrying Charges" within the meaning such Lender) of the Base Indenture amount such Lender would have bid in the interbank eurodollar market for a comparable amount and "Series 2000-1 Carrying Charges" within the meaning of the Series 2000-1 Supplementfor a comparable period.
Appears in 1 contract
Funding Losses. In the event the The Borrower agrees to reimburse each Lender or any SPC shall incur and to hold each Lender harmless from any loss or expense which the Lender may sustain or incur as a consequence of: (a) the failure of the Borrower to make any payment or prepayment of principal of any Eurodollar Rate Loan (including payments made after any loss or expense incurred by reason acceleration thereof); (b) the failure of the liquidation or reemployment of deposits or other funds acquired by the Lender Borrower to makeborrow, continue or maintain any portion convert a Loan after the Company, in its capacity as operating agent for the Borrower (acting through the Designated Domestic Office), or the Borrower has given (or is deemed to have given) a Revolving Loan Notice or a Term Loan Interest Rate Selection Notice; (c) the failure of the principal amount of Borrower to make any Advance asprepayment after the Company, in its capacity as operating agent for the Borrower (acting through the Designated Domestic Office), or to convert any portion the Borrower has given a notice in accordance with Section 2.06; or (d) the prepayment of the principal amount of any Advance into, a Eurodollar Advance) as a result of
(a) any conversion or repayment or prepayment of the principal amount of any Eurodollar Advances Rate Loan on a date other than day which is not the scheduled last day of the Interest Period applicable theretowith respect thereto (including as a result of a request by the Company, whether in its capacity as operating agent for the Borrower (acting through the Designated Domestic Office), or the Borrower pursuant to Section 2.7 or otherwise;
(b) 10.22, it being agreed that the receipt by a Lender of any Advances not being made as Eurodollar Advances in accordance with the Borrowing Request therefor;
(c) payment from a purchasing Lender under Section 10.22 shall be deemed a prepayment for purposes of this Section 3.05); including any Advances not being continued as, or converted into, Eurodollar Advances in accordance with the Continuation/Conversion Notice therefor; or
(d) any assignment by an SPC of its interest in any Advance to its Liquidity Provider at a time when Commercial Paper Notes funding such interest is outstanding; then the Borrower shall, on the Distribution Date occurring in the calendar month following its receipt of written notice thereof from the Lender, pay directly to the Lender such amount as will (in the reasonable determination of the Lender) reimburse the Lender or such SPC, as applicable, for such loss or expenseexpense arising from the liquidation or reemployment of funds obtained by it to maintain its Eurodollar Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained. Such written notice (which shall include calculations in reasonable detail) shall, in the absence Solely for purposes of manifest error, be conclusive and binding on the Borrower. Such calculating amounts to be paid payable by the Borrower to the Lenders under Section 3.04 and this Section 3.05, each Eurodollar Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall constitute "Carrying Charges" within be conclusively deemed to have been funded at the meaning Eurodollar Base Rate used in determining the Eurodollar Rate for such Eurodollar Rate Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan is in fact so funded. This covenant shall survive the payment in full of the Base Indenture and "Series 2000-1 Carrying Charges" within the meaning of the Series 2000-1 Supplementall other Obligations.
Appears in 1 contract
Samples: Credit Agreement (Mattel Inc /De/)
Funding Losses. In addition to such amounts as are required to be paid by Borrower pursuant to the event the Schedule, Borrower shall compensate each Lender or any SPC shall incur any loss or expense other than CSCC, promptly upon receipt of such Lender’s written request (through Agent), for all losses, costs and expenses (including any loss or expense incurred by reason of the liquidation any Lender in obtaining, liquidating or reemployment of re-employing deposits or other funds acquired by the Lender to make, continue fund or maintain the Loans), if any, which such Lender sustains if: (i) Borrower repays or prepays any portion of the principal amount of any Advance as, or to convert any portion of the principal amount of any Advance into, a Eurodollar Advance) as a result of
(a) any conversion or repayment or prepayment of the principal amount of any Eurodollar Advances Loan on a date other than the scheduled last day of the an Interest Period applicable theretofor such Loan (whether as a result of an optional prepayment, a mandatory prepayment, a payment as a result of acceleration or otherwise); (ii) Borrower fails to borrow a Loan after giving its notice of borrowing under Section 2.3; (iii) Borrower fails to prepay a Loan after giving its notice thereof, or (iv) any Loan shall be acquired from a Lender under Section 2.11 other than on the last day of an Interest Period for such Loan. For purposes of calculating amounts payable by Borrower to Lenders under this Section, each Loan accruing interest at LIBOR made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the rate used in determining LIBOR for such Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether pursuant to Section 2.7 or otherwise;
(b) any Advances not being made as Eurodollar Advances such Loan is in accordance with fact so funded. Any such request for compensation shall set forth the Borrowing Request therefor;
(c) any Advances not being continued as, or converted into, Eurodollar Advances in accordance with the Continuation/Conversion Notice therefor; or
(d) any assignment by an SPC of its interest in any Advance to its Liquidity Provider at a time when Commercial Paper Notes funding basis for requesting such interest is outstanding; then the Borrower shall, on the Distribution Date occurring in the calendar month following its receipt of written notice thereof from the Lender, pay directly to the Lender such amount as will (in the reasonable determination of the Lender) reimburse the Lender or such SPC, as applicable, for such loss or expense. Such written notice (which shall include calculations in reasonable detail) compensation and shall, in the absence of manifest error, be conclusive and binding on the Borrowerfor all purposes. Such amounts to be paid by the Borrower shall constitute "Carrying Charges" within As used herein, “Interest Period” has the meaning of set forth in the Base Indenture and "Series 2000-1 Carrying Charges" within the meaning of the Series 2000-1 SupplementSchedule.
Appears in 1 contract
Funding Losses. In the event the Borrower shall indemnify Agent and each Lender or any SPC shall incur against any loss or reasonable expense (such loss or expense is referred to herein as a "FUNDING LOSS," such term including any loss or reasonable expense sustained or incurred by reason of the liquidation or reemployment of to be sustained or incurred in liquidating or reemploying deposits or other funds from third parties acquired by the Lender to make, continue effect or maintain such Advance or any portion of the principal amount of any Advance as, or to convert any portion of the principal amount of any Advance into, part thereof as a Eurodollar Advance) which Agent or any Lender may sustain or incur as a result of
consequence of (ai) any failure by Borrower to fulfill on the date of any Advance hereunder the applicable conditions set forth in SECTION 4, (ii) any failure by Borrower to borrow hereunder or to convert Advances hereunder after a Notice of Borrowing has been given, (iii) any payment, prepayment, or conversion of a Eurodollar Advance required or repayment permitted by any other provisions of this Agreement, including payments made due to the acceleration of the maturity of Advances pursuant to SECTION 7.2, or otherwise made on a date other than the last day of the applicable Interest Period other than pursuant to SECTION (A)(II) of this Exhibit, (iv) any default in the payment or prepayment of the principal amount of any Advance or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, by notice of prepayment or otherwise), or (v) the occurrence of an Event of Default. The term "FUNDING LOSS" includes an amount equal to the excess, if any, as determined by Agent or any Lender of (A) its cost of obtaining the funds for the Advance being paid, prepaid, or converted or not borrowed or converted (based on the Adjusted Eurodollar Advances on a Rate applicable thereto) for the period from the date other than of such payment, prepayment, or conversion or failure to borrow or convert to the scheduled last day of the Interest Period applicable theretofor such Advance (or, whether pursuant in the case of a failure to Section 2.7 borrow or otherwise;
convert, the Interest Period for the Advance which would have commenced on the date of such failure to borrow or convert) over (bB) any Advances not being made the amount of interest (as Eurodollar Advances estimated by Agent or such Lender) that would be realized by Agent or such Lender in accordance with reemploying the Borrowing Request therefor;
(c) any Advances not being continued asfunds so paid, prepaid, or converted intoor not borrowed or converted for such period or Interest Period, Eurodollar Advances as the case may be. A certificate of Agent or such Lender setting forth any amount or amounts which Agent or such Lender is entitled to receive pursuant to this PARAGRAPH (E), together with a description in accordance with the Continuation/Conversion Notice therefor; or
(d) any assignment by an SPC of its interest in any Advance to its Liquidity Provider at a time when Commercial Paper Notes funding such interest is outstanding; then the Borrower shall, on the Distribution Date occurring in the calendar month following its receipt of written notice thereof from the Lender, pay directly to the Lender such amount as will (in the reasonable determination detail of the Lender) reimburse the Lender or manner in which such SPCamounts have been calculated, as applicable, for such loss or expense. Such written notice (which shall include calculations in reasonable detail) shall, be delivered to Borrower and shall be presumed to be correct in the absence of manifest error, be conclusive and binding on the Borrower. Such amounts to be paid by the Borrower shall constitute "Carrying Charges" pay to Agent, for itself or for the account of any such Lender, the amount shown as due on any certificate within the meaning five days after its receipt of the Base Indenture and "Series 2000-1 Carrying Charges" within same. Notwithstanding the meaning foregoing, in no event shall Lender be permitted to receive any compensation hereunder constituting interest in excess of the Series 2000Maximum Rate. SCHEDULE 4.1 CLOSING CONDITIONS ------------------ Unless otherwise specified, all dated as of October 9, 1998, or a date (a "Current Date") within 30 days before the Closing Date. H&B 1. REVOLVING CREDIT AGREEMENT (the "LOAN AGREEMENT") dated as of October 9, 1998, between XXXX X. XXXXXX, ("BORROWER"), certain Lenders defined therein (the "LENDERS"), NATIONSBANK, N.A., as Agent for the Lenders, and TORONTO DOMINION SECURITIES (USA), INC., and SOCIETE GENERALE as Co-Agents for the Lenders -- all the terms of which are incorporated and which have the same meanings when used in this schedule -- to which must be attached: Exhibit A - Form of Assignment and Acceptance Exhibit B - Form of Revolving Credit Note Exhibit C - Form of Notice of Borrowing Exhibit D - Eurodollar Requirements Schedule 4.1 - Closing List Schedule 5.2 - Initial Collateral Schedule 5.5 - Litigation Schedule 5.11 - Share Ownership H&B 2. REVOLVING CREDIT NOTE in the total stated principal amount of $150,000,000, executed by Borrower, payable to NationsBank, N.A., in substantially the form of Exhibit B to the Loan Agreement. H&B 3. REVOLVING CREDIT NOTE in the total stated principal amount of $55,000,000, executed by Borrower, payable to NationsBank, N.A., and substantially the form of Exhibit B to the Loan Agreement H&B 4. REVOLVING CREDIT NOTE in the total stated principal amount of $70,000,000, executed by Borrower, payable to Toronto Dominion (Texas), Inc., in substantially the form of Exhibit B to the Loan Agreement. H&B 5. REVOLVING CREDIT NOTE in the total stated principal amount of $70,000,000, executed by Borrower, payable to Societe Generale, and substantially the form of Exhibit B to the Loan Agreement H&B 6. PLEDGE AGREEMENT executed by Borrower and Agent. Borrower Schedule I - Pledged Shares Schedule II - Collateral Characteristics, Margin Call Percentage, and Original Advance Percentage Schedule III - Form of Pledge Certificate Rule 144 Rider H&B 7. RULE 144 RIDER executed by Borrower, substantially in the form of RIDER 1 Supplementto the Pledge Agreement.
Appears in 1 contract
Funding Losses. In If a Borrower shall (a) repay or prepay any LIBOR Loans on any day other than the event the Lender or any SPC shall incur any loss or expense last day of an Interest Period for such Loans (including as a result of an assignment effected pursuant to Section 2.9.2), (b) fail to borrow any loss or expense incurred by reason LIBOR Loans in accordance with a Notice of Borrowing delivered to Administrative Agent (whether as a result of the liquidation failure to satisfy any applicable conditions or reemployment of deposits or other funds acquired by the Lender to makeotherwise) after such notice has become irrevocable, continue or maintain any portion of the principal amount of any Advance as, or (c) fail to convert any portion ABR Loans into LIBOR Loans in accordance with a Notice of the principal amount Conversion of any Advance into, a Eurodollar Advance) Loan Type delivered to Administrative Agent (whether as a result of
of the failure to satisfy any applicable conditions or otherwise) after such notice has become irrevocable, (d) fail to continue a LIBOR Loan in accordance with a Confirmation of Interest Period Selection after such notice of confirmation has become irrevocable or (e) fail to make any prepayment in accordance with any notice of prepayment delivered to Administrative Agent, such Borrower shall, within 30 days after demand by any Lender (other than in the case of the costs covered by the parenthetical clause under clause (a) any conversion or repayment or prepayment of the principal amount of any Eurodollar Advances on a date other than the scheduled last day of the Interest Period applicable theretoabove, whether pursuant to Section 2.7 or otherwise;
(b) any Advances not being made as Eurodollar Advances which shall be paid in accordance with the Borrowing Request therefor;
Section 2.9.2), reimburse such Lender for all reasonable costs and losses incurred by such Lender (c“Liquidation Costs”) any Advances not being continued asdue to such payment, prepayment or converted into, Eurodollar Advances in accordance with the Continuation/Conversion Notice therefor; or
failure. Each Borrower understands that such costs and losses may include losses incurred by a Lender as a result of funding and other contracts entered into by such Lender to fund LIBOR Loans (d) any assignment by an SPC of its interest in any Advance to its Liquidity Provider at a time when Commercial Paper Notes funding such interest is outstanding; then the Borrower shall, on the Distribution Date occurring in the calendar month following its other than non-receipt of written notice thereof from the Lender, pay directly Applicable Rate in respect of the interest rate on LIBOR Loans). Each Lender demanding payment under this Section 2.8 shall deliver to the Lender such applicable Borrower a certificate setting forth in reasonable detail the amount as will (in the reasonable determination of the Lender) reimburse the Lender or such SPC, as applicable, costs and losses for such loss or expensewhich demand is made. Such written notice (which shall include calculations in reasonable detail) a certificate so delivered to such Borrower shall, in the absence of manifest demonstrable error, be conclusive and binding on as to the Borrower. Such amounts to be paid by the Borrower shall constitute "Carrying Charges" within the meaning amount of the Base Indenture and "Series 2000-1 Carrying Charges" within the meaning such loss for purposes of the Series 2000-1 Supplementthis Agreement.
Appears in 1 contract
Samples: Senior Unsecured Bridge Credit Agreement (Teco Energy Inc)
Funding Losses. In If Borrower shall (i) repay or prepay -------------- any Eurodollar Loan on any day other than the event the Lender or any SPC shall incur any loss or expense last day of an Interest Period for such Loan (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Lender to make, continue or maintain any portion of the principal amount of any Advance as, or to convert any portion of the principal amount of any Advance intowhether an optional prepayment, a mandatory prepayment, a payment upon acceleration or otherwise); (ii) fail to borrow any Eurodollar Advance) Loan in accordance with a Notice of Borrowing or a telephonic request delivered to Administrative Agent (whether as a result of
(a) any conversion or repayment or prepayment of the principal amount of failure to satisfy any applicable conditions or otherwise); (iii) fail to Convert any Base Rate Loan into a Eurodollar Loan or continue any Eurodollar Advances on a date other than the scheduled last day of the Interest Period applicable thereto, whether pursuant to Section 2.7 or otherwise;
(b) any Advances not being made as Eurodollar Advances Loan in accordance with a Notice of Continuance/Conversion delivered to Administrative Agent (whether as a result of the Borrowing Request therefor;
failure to satisfy any applicable conditions or otherwise); or (civ) fail to make any Advances not being continued as, or converted into, Eurodollar Advances prepayment in accordance with the Continuation/Conversion Notice therefor; or
(d) any assignment by an SPC notice of its interest in any Advance prepayment delivered to its Liquidity Provider at a time when Commercial Paper Notes funding such interest is outstanding; then the Administrative Agent, Borrower shall, on the Distribution Date occurring in the calendar month following its receipt of written notice thereof from the upon demand by any Lender, pay directly reimburse such Lender for all costs and losses incurred by such Lender as a result of such repayment, prepayment or failure ("Breakage Costs"). Borrower understands that -------------- such costs and losses may include losses incurred by a Lender as a result of funding and other contracts entered into by such Lender to the fund Eurodollar Loans. Each Lender such amount as will demanding payment under this Section 2.18 shall deliver to Borrower (in the reasonable determination of the Lenderthrough Administrative Agent) reimburse the Lender or such SPC, as applicable, for such loss or expense. Such written notice (which shall include a certificate including calculations in reasonable detail) detail as to the amount of costs and losses for which demand is made. Such a certificate so delivered to Borrower shall, in the absence of manifest error, be conclusive and binding on as to the Borroweramount of such loss for all purposes. Such Calculation of all amounts payable to a Lender under this Section 2.18 shall be paid by made as though such Lender had actually funded its relevant Eurodollar Loan through the Borrower purchase of a Eurodollar deposit bearing interest at the Eurodollar Rate in an amount equal to the amount of such Eurodollar Loan, having a maturity comparable to the relevant Interest Period; provided, however, that each Lender -------- ------- may fund its Eurodollar Loans in any manner sees fit and the foregoing assumption shall constitute "Carrying Charges" within be utilized only for the meaning calculation of the Base Indenture and "Series 2000-1 Carrying Charges" within the meaning of the Series 2000-1 Supplementamounts payable under this Section 2.18.
Appears in 1 contract
Samples: Credit Agreement (Grancare Inc)
Funding Losses. In the event the The Borrower agrees to reimburse each Lender or any SPC shall incur and to hold each Lender harmless from any loss or expense (including any loss which such Lender may sustain or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Lender to make, continue or maintain any portion of the principal amount of any Advance as, or to convert any portion of the principal amount of any Advance into, a Eurodollar Advance) incur as a result consequence of:
(a) the failure of the Borrower to make any conversion payment or repayment or mandatory prepayment of the principal amount of any Eurodollar Advances LIBOR Rate Loan (including payments made after any acceleration thereof);
(b) the failure of the Borrower to borrow, continue or convert a Loan after the Borrower has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation for a LIBOR Rate Loan;
(c) the failure of the Borrower to make any prepayment of a LIBOR Rate Loan after the Borrower has given a notice in accordance with Section 1.7;
(d) the prepayment (including pursuant to Section 1.8) of a LIBOR Rate Loan on a date other than day which is not the scheduled last day of the Interest Period applicable with respect thereto, whether pursuant to Section 2.7 or otherwise;
(b) any Advances not being made as Eurodollar Advances in accordance with the Borrowing Request therefor;
(c) any Advances not being continued as, or converted into, Eurodollar Advances in accordance with the Continuation/Conversion Notice therefor; or
(de) the conversion pursuant to Section 1.6 of any assignment by an SPC of its interest in any Advance LIBOR Rate Loan to its Liquidity Provider at a time when Commercial Paper Notes funding such interest Base Rate Loan on a day that is outstanding; then not the Borrower shall, on the Distribution Date occurring in the calendar month following its receipt of written notice thereof from the Lender, pay directly to the Lender such amount as will (in the reasonable determination last day of the Lender) reimburse the Lender or such SPC, as applicable, for applicable Interest Period; including any such loss or expenseexpense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained; provided that, with respect to the expenses described in clauses (d) and (e) above, such Lender shall have notified Agent of any such expense within two (2) Business Days of the date on which such expense was incurred. Such written notice (which shall include calculations in reasonable detail) shall, in the absence Solely for purposes of manifest error, be conclusive and binding on the Borrower. Such calculating amounts to be paid payable by the Borrower to the Lenders under this Section 10.4 and under subsection 10.3(a): each LIBOR Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall constitute "Carrying Charges" within be conclusively deemed to have been funded at the meaning of LIBOR used in determining the Base Indenture interest rate for such LIBOR Rate Loan by a matching deposit or other borrowing in the interbank Eurodollar market for a comparable amount and "Series 2000-1 Carrying Charges" within the meaning of the Series 2000-1 Supplementfor a comparable period, whether or not such LIBOR Rate Loan is in fact so funded.
Appears in 1 contract
Samples: Credit Agreement (Affymetrix Inc)
Funding Losses. In the event the Lender If any Borrower makes any payment of principal with respect to any Eurocurrency Rate Advance, LIBO Rate Advance or Fixed Rate Advance (pursuant to Article 2, 6 or 8 or otherwise) on any SPC shall incur any loss or expense (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Lender to make, continue or maintain any portion of the principal amount of any Advance as, or to convert any portion of the principal amount of any Advance into, a Eurodollar Advance) as a result of
(a) any conversion or repayment or prepayment of the principal amount of any Eurodollar Advances on a date day other than the scheduled last day of the Interest Period applicable thereto, whether pursuant or if any Borrower fails to Section 2.7 borrow, prepay, or otherwise;
(b) Convert into any Eurocurrency Rate Advances not being made as Eurodollar Advances after notice has been given to any Lender in accordance with Section 2.1, 2.3 or 2.10, or any Borrower Converts any Eurocurrency Rate Advance other than on the Borrowing Request therefor;
last day of the Interest Period applicable thereto, such Borrower shall reimburse each Lender within 15 days after demand for any resulting loss or expense incurred by it (cor by an existing or prospective Participant in the related Advance), including (without limitation) any Advances not being continued asloss incurred in obtaining, liquidating or converted intoemploying deposits from third parties, Eurodollar Advances in accordance with but excluding loss of margin for the Continuation/Conversion Notice therefor; or
(d) period after any assignment by an SPC of its interest in any Advance such payment, failure to its Liquidity Provider at a time when Commercial Paper Notes funding borrow, prepay or Convert or Conversion, provided that such interest is outstanding; then the Borrower shall, on the Distribution Date occurring in the calendar month following its receipt of written notice thereof from the Lender, pay directly Lender shall have delivered to the Lender such applicable Borrower a written request as to the amount as will (in the reasonable determination of the Lender) reimburse the Lender or such SPC, as applicable, for such loss or expense. Such , which written notice (which request shall include calculations in reasonable detail) shall, be conclusive in the absence of manifest error. Without limiting the effect of the preceding sentence, be conclusive and binding such compensation shall include an amount equal to the excess, if any, of (i) the amount of interest that otherwise would have accrued on the Borrower. Such amounts principal amount so paid, prepaid, Converted or not borrowed or Converted for the period from the date of such payment, prepayment, failure to be paid by borrow or Convert, or Conversion to the Borrower shall constitute "Carrying Charges" within the meaning last day of the Base Indenture and "Series 2000-1 Carrying Charges" within then current Interest Period for such Advance (or, in the meaning case of a failure to borrow, the Interest Period for such Advance that would have commenced on the date specified for such borrowing or Conversion) at the applicable rate of interest for such Advance provided for herein (excluding loss of margin) over (ii) the amount of interest that otherwise would have accrued on such principal amount at a rate per annum equal to the interest component of the Series 2000-1 Supplementamount such Lender would have bid in the London interbank market (if such Advance is a Eurocurrency Rate Advance or a LIBO Rate Advance) or the United States secondary certificate of deposit market (if such Advance is a Eurocurrency Rate Advance denominated in Dollars) for Dollar deposits of leading banks in amounts comparable to such principal amount and with maturities comparable to such period (as reasonably determined by such Lender). This Section 2.18 shall apply to amounts received by any Lender in respect of the principal portion of the purchase price of Advances that such Lender is required to assign pursuant to Section 8.5 as if such receipt were a prepayment of such Advances.
Appears in 1 contract
Samples: Credit Agreement (Marsh & McLennan Companies, Inc.)
Funding Losses. In the event the Borrower agrees to indemnify each Lender, promptly after receipt of a written request therefor, and to hold each Lender or any SPC shall incur harmless from, any loss or expense (including any loss that such Lender may sustain or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Lender to make, continue or maintain any portion of the principal amount of any Advance as, or to convert any portion of the principal amount of any Advance into, a Eurodollar Advance) incur as a result of
consequence of (a) default by Borrower in making a borrowing of, conversion into or continuation of Eurodollar Loans after Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, (b) default by Borrower in making any conversion or repayment or prepayment of or conversion from Eurodollar Loans after Borrower has given a notice thereof in accordance with the principal amount provisions of any this Agreement, (c) the making of a prepayment of a Eurodollar Advances Loan on a date other than day that is not the scheduled last day of the an Interest Period applicable thereto, whether pursuant to Section 2.7 or otherwise;
(b) any Advances not being made as Eurodollar Advances in accordance with the Borrowing Request therefor;
(c) any Advances not being continued as, or converted into, Eurodollar Advances in accordance with the Continuation/Conversion Notice therefor; or
(d) any assignment by conversion of a Eurodollar Loan to a Base Rate Loan on a day that is not the last day of an SPC Interest Period applicable thereto. Such indemnification shall be in an amount equal to the excess, if any, of its (i) the amount of interest in any Advance to its Liquidity Provider at a time when Commercial Paper Notes funding such interest is outstanding; then the Borrower shall, that would have accrued on the Distribution Date occurring in amounts so prepaid, or not so borrowed, converted or continued, for the calendar month following its receipt of written notice thereof period from the Lenderdate of such prepayment or of such failure to borrow, pay directly convert or continue to the Lender last day of such amount as will Interest Period (in the reasonable determination of the Lender) reimburse the Lender or such SPC, as applicable, for such loss or expense. Such written notice (which shall include calculations in reasonable detail) shallor, in the absence case of a failure to borrow, convert or continue, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Loans provided for herein over (ii) the amount of interest (as reasonably determined by such Lender) that would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the appropriate London interbank market, along with any administration fee charged by such Lender. A certificate as to any amounts payable pursuant to this Section 3.3 submitted to Borrower (with a copy to Agent) by any Lender shall be conclusive absent manifest error, be conclusive . The obligations of Borrower pursuant to this Section 3.3 shall survive the termination of this Agreement and binding on the Borrower. Such amounts to be paid by the Borrower shall constitute "Carrying Charges" within the meaning payment of the Base Indenture Loans and "Series 2000-1 Carrying Charges" within the meaning of the Series 2000-1 Supplementall other amounts payable hereunder.
Appears in 1 contract
Samples: Credit and Security Agreement (Kratos Defense & Security Solutions, Inc.)
Funding Losses. In the event the The Borrowers agree to reimburse each Lender or any SPC shall incur and to hold each Lender harmless from any loss or expense (including any loss which such Lender may sustain or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Lender to make, continue or maintain any portion of the principal amount of any Advance as, or to convert any portion of the principal amount of any Advance into, a Eurodollar Advance) incur as a result consequence of:
(a) the failure of the Borrowers to make any conversion payment or repayment or mandatory prepayment of the principal amount of any Eurodollar Advances LIBOR Loan or any BA Rate Loan, as applicable (including payments made after any acceleration thereof);
(b) the failure of the Borrowers to borrow, continue or convert a Loan after the Borrowers have given (or are deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation – LIBOR or a Notice of Borrowing or a Notice of Conversion/Continuation – BA Rate;
(c) the failure of the Borrowers to make any prepayment after the Borrowers have given a notice in accordance with Section 1.3;
(d) the prepayment (including pursuant to Section 1.3) of a LIBOR Loan or a BA Rate Loan, as applicable, on a date other than day which is not the scheduled last day of the Interest Period applicable with respect thereto, whether pursuant to Section 2.7 or otherwise;
(b) any Advances not being made as Eurodollar Advances in accordance with the Borrowing Request therefor;
(c) any Advances not being continued as, or converted into, Eurodollar Advances in accordance with the Continuation/Conversion Notice therefor; or
(de) the conversion of any assignment by an SPC of its interest in any Advance LIBOR Loan to its Liquidity Provider at a time when Commercial Paper Notes funding such interest is outstanding; then the Borrower shall, on the Distribution Date occurring in the calendar month following its receipt of written notice thereof from the Lender, pay directly to the Lender such amount as will (in the reasonable determination of the Lender) reimburse the Lender US Base Rate Loan or such SPCCanadian Base Rate Loan, as applicable, for or any BA Rate Loan to a Canadian Prime Rate Loan, as applicable, on a day that is not the last day of the applicable Interest Period; including any such loss or expenseexpense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Loans or BA Rate Loans, as applicable, hereunder or from fees payable to terminate the deposits from which such funds were obtained; provided that, with respect to the expenses described in clauses (d) and (e) above, such Lender shall have notified Agent of any such expense within two (2) Business Days of the date on which such expense was incurred. Such written notice Solely for purposes of calculating amounts payable by the Borrowers to the Lenders under this Section 1.17 and under subsection 1.16(a): each LIBOR Loan made by a Lender (which and each related reserve, special deposit or similar requirement) shall include calculations be conclusively deemed to have been funded at the LIBOR Rate used in reasonable detail) shall, determining the interest rate for such LIBOR Loan by a matching deposit or other borrowing in the absence interbank Eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Loan is in fact so funded. This covenant shall survive the termination of manifest errorthis Agreement and the payment of the Obligations and all other amounts payable hereunder. As promptly as practicable under the circumstances, each Lender shall provide each US Borrower or Cdn. Borrower, as applicable, with its written calculation of all amounts payable pursuant to this Section 1.17, and such calculation shall be conclusive and binding on the parties hereto unless such US Borrower or Cdn. Borrower. Such amounts to be paid by , as applicable, shall object in writing within ten (10) Business Days of receipt thereof, specifying the Borrower shall constitute "Carrying Charges" within the meaning of the Base Indenture and "Series 2000-1 Carrying Charges" within the meaning of the Series 2000-1 Supplementbasis for such objection in detail.
Appears in 1 contract
Funding Losses. In the event the Borrower agrees to indemnify each Lender, promptly after receipt of a written request therefor, and to hold each Lender or any SPC shall incur harmless from, any loss or expense (including any loss that such Lender may sustain or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Lender to make, continue or maintain any portion of the principal amount of any Advance as, or to convert any portion of the principal amount of any Advance into, a Eurodollar Advance) incur as a result of
consequence of (a) default by Borrower in making a borrowing of, conversion into or continuation of Eurodollar Loans after Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, (b) default by Borrower in making any conversion or repayment or prepayment of or conversion from Eurodollar Loans after Borrower has given a notice thereof in accordance with the principal amount provisions of any this Agreement, (c) the making of a prepayment of a Eurodollar Advances Loan on a date other than day that is not the scheduled last day of the an Interest Period applicable thereto, whether pursuant to Section 2.7 or otherwise;
(b) any Advances not being made as Eurodollar Advances in accordance with the Borrowing Request therefor;
(c) any Advances not being continued as, or converted into, Eurodollar Advances in accordance with the Continuation/Conversion Notice therefor; or
(d) any assignment by conversion of a Eurodollar Loan to a Base Rate Loan on a day that is not the last day of an SPC Interest Period applicable thereto. Such indemnification shall be in an amount equal to the excess, if any, of its (i) the amount of interest in any Advance to its Liquidity Provider at a time when Commercial Paper Notes funding such interest is outstanding; then the Borrower shall, that would have accrued on the Distribution Date occurring in amounts so prepaid, or not so borrowed, converted or continued, for the calendar month following its receipt of written notice thereof period from the Lenderdate of such prepayment or of such failure to borrow, pay directly convert or continue to the Lender last day of such amount as will Interest Period (in the reasonable determination of the Lender) reimburse the Lender or such SPC, as applicable, for such loss or expense. Such written notice (which shall include calculations in reasonable detail) shallor, in the absence case of a failure to borrow, convert or continue, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Loans provided for herein (excluding, however, the Applicable Margin included therein, if any) over (ii) the amount of interest (as reasonably determined by such Lender) that would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the appropriate London interbank market, along with any administration fee charged by such Lender. A certificate as to any amounts payable pursuant to this Section 3.3 submitted to Borrower (with a copy to Agent) by any Lender shall be conclusive absent manifest error, be conclusive . The obligations of Borrower pursuant to this Section 3.3 shall survive the termination of this Agreement and binding on the Borrower. Such amounts to be paid by the Borrower shall constitute "Carrying Charges" within the meaning payment of the Base Indenture Loans and "Series 2000-1 Carrying Charges" within the meaning of the Series 2000-1 Supplementall other amounts payable hereunder.
Appears in 1 contract
Samples: Credit and Security Agreement (Shiloh Industries Inc)
Funding Losses. In Borrowers shall be jointly and severally obligated -------------- to compensate Lenders, upon Agent's written request (which request shall set forth the event basis for requesting such amounts and which request shall, absent manifest error, be final, conclusive and binding upon all of the Lender or any SPC shall incur any loss or expense parties hereto), for all losses, expenses and liabilities (including any loss or expense incurred interest paid by reason of the liquidation or reemployment of deposits or other funds acquired by the a Lender to makelenders of funds borrowed by such Lender to make or carry its LIBOR Loans to the extent not recovered by such Lender in connection with the re-employment of such funds), continue which any Lender may sustain: (i) if for any reason (other than a default by such Lender) a Borrowing of, or maintain conversion to or continuation of, LIBOR Loans does not occur on the date specified therefor in a Notice of Borrowing or Notice of Conversion/ Continuation (whether or not withdrawn), (ii) if any portion of the principal amount repayment (including any conversions pursuant to Section 2.1.2 hereof) of any Advance as, or to convert any portion of the principal amount of any Advance into, a Eurodollar Advance) as a result of
(a) any conversion or repayment or prepayment of the principal amount of any Eurodollar Advances its LIBOR Loans occurs on a date other than that is not the scheduled last day of the an Interest Period applicable thereto, whether pursuant or (iii) if, for any reason, Borrowers default in their obligation to repay LIBOR Loans when required by the terms of this Agreement. For purposes of this Section 2.7 2.9, all references to a Lender shall be deemed to include any bank holding company or otherwise;
(b) any Advances not being bank parent of such Lender. The calculations of all amounts payable to a Lender under this Section 2.9 shall be made as Eurodollar Advances though such Lender had actually funded or committed to fund its LIBOR Loan through the purchase for an underlying deposit in accordance with an amount equal to the Borrowing Request therefor;
(c) amount of such LIBOR Loan and having a maturity comparable to the relevant Interest Period for such LIBOR Loan; provided, however, any Advances not being continued as, or converted into, Eurodollar Advances in accordance with the Continuation/Conversion Notice therefor; or
(d) any assignment by an SPC of Lender may -------- ------- fund its interest LIBOR Loans in any Advance to its Liquidity Provider at a time when Commercial Paper Notes funding such interest is outstanding; then manner it deems fit and the Borrower shall, on foregoing assumption shall be utilized only for the Distribution Date occurring in the calendar month following its receipt calculation of written notice thereof from the Lender, pay directly to the Lender such amount as will (in the reasonable determination of the Lender) reimburse the Lender or such SPC, as applicable, for such loss or expense. Such written notice (which shall include calculations in reasonable detail) shall, in the absence of manifest error, be conclusive and binding on the Borrower. Such amounts to be paid by the Borrower shall constitute "Carrying Charges" within the meaning of the Base Indenture and "Series 2000-1 Carrying Charges" within the meaning of the Series 2000-1 Supplementpayable under this Section 2.9.
Appears in 1 contract
Samples: Loan and Security Agreement (Gulf States Steel Inc /Al/)
Funding Losses. In US Borrower (and the event the appropriate Foreign Borrower) agrees to indemnify each Lender, promptly after receipt of a written request therefor, and to hold each Lender or any SPC shall incur harmless from, any loss or expense (including any loss that such Lender may sustain or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Lender to make, continue or maintain any portion of the principal amount of any Advance as, or to convert any portion of the principal amount of any Advance into, a Eurodollar Advance) incur as a result of
consequence of (a) default by a Borrower in making a borrowing of, conversion into or continuation of LIBOR Fixed Rate Loans after such Borrower has given a notice (including a written or verbal notice that is subsequently revoked) requesting the same in accordance with the provisions of this Agreement, (b) default by a Borrower in making any conversion or repayment or prepayment of or conversion from LIBOR Fixed Rate Loans after such Borrower has given a notice (including a written or verbal notice that is subsequently revoked) thereof in accordance with the principal amount provisions of any Eurodollar Advances this Agreement, (c) the making of a prepayment of a LIBOR Fixed Rate Loan on a date other than day that is not the scheduled last day of the an Interest Period applicable thereto, whether pursuant to Section 2.7 or otherwise;
(b) any Advances not being made as Eurodollar Advances in accordance with the Borrowing Request therefor;
(c) any Advances not being continued as, or converted into, Eurodollar Advances in accordance with the Continuation/Conversion Notice therefor; or
(d) any conversion of a Eurodollar Loan to a Base Rate Loan on a day that is not the last day of an Interest Period applicable thereto, or (e) any compulsory assignment by of such Lender’s interests, rights and obligations under this Agreement pursuant to Section 3.4(b) hereof. Such indemnification shall be in an SPC amount equal to the excess, if any, of its (i) the amount of interest in any Advance to its Liquidity Provider at a time when Commercial Paper Notes funding such interest is outstanding; then the Borrower shall, that would have accrued on the Distribution Date occurring in amounts so prepaid, or not so borrowed, converted or continued, for the calendar month following its receipt of written notice thereof period from the Lenderdate of such prepayment or of such failure to borrow, pay directly convert or continue to the Lender last day of such amount as will Interest Period (in the reasonable determination of the Lender) reimburse the Lender or such SPC, as applicable, for such loss or expense. Such written notice (which shall include calculations in reasonable detail) shallor, in the absence case of a failure to borrow, convert or continue, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Loans provided for herein (excluding, however, the Applicable Margin included therein, if any) over (ii) the amount of interest (as reasonably determined by such Lender) that would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the appropriate London interbank market, along with any administration fee charged by such Lender. A certificate as to any amounts payable pursuant to this Section 3.3 submitted to Administrative Borrower (with a copy to Agent) by any Lender shall be conclusive absent manifest error, be conclusive . The obligations of Borrowers pursuant to this Section 3.3 shall survive the termination of this Agreement and binding on the Borrower. Such amounts to be paid by the Borrower shall constitute "Carrying Charges" within the meaning payment of the Base Indenture Loans and "Series 2000-1 Carrying Charges" within the meaning of the Series 2000-1 Supplementall other amounts payable hereunder.
Appears in 1 contract
Funding Losses. In the event the any Revolving Credit Lender or any SPC shall incur any loss or expense (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the such Revolving Credit Lender to make, continue or maintain any portion of the principal amount of any Advance Revolving Credit Loan as, or to convert any portion of the principal amount of any Advance Revolving Credit Loan into, a Eurodollar AdvanceLIBO Rate Loan) as a result of
of (a) a any conversion or repayment or prepayment of the principal amount of any Eurodollar Advances LIBO Rate Loans on a date other than the scheduled last day of the Interest Period applicable thereto, whether pursuant to Section 2.7 3.1 or otherwise;
; (b) b any Advances Revolving Credit Loans not being made as Eurodollar Advances LIBO Rate Loans in accordance with the Borrowing Request therefor;
; or (c) c any Advances Revolving Credit Loans not being continued as, or converted into, Eurodollar Advances LIBO Rate Loans in accordance with the Continuation/Conversion Notice therefor; or
, then, upon the written notice of such Revolving Credit Lender to the Revolving Credit Borrowers (dwith a copy to the Administrative Agent) (which notice such Revolving Credit Lender shall use all commercially reasonable efforts to deliver to the Revolving Credit Borrowers within 90 days of the occurrence of any assignment by an SPC such event and which notice shall in any event be delivered no later than 120 days after the annual audited financial statements are reported for the fiscal year of such Revolving Credit Lender ended following the payment and performance in full of all Obligations, the termination of all Commitments and the expiration of all Revolving Credit Letters of Credit), the Revolving Credit Borrowers shall, and the Revolving Credit Borrowers hereby acknowledge and agree that they are jointly and severally liable to pay, within five days of its interest in any Advance to its Liquidity Provider at a time when Commercial Paper Notes funding such interest is outstanding; then the Borrower shall, on the Distribution Date occurring in the calendar month following its receipt of written notice thereof from the Lenderthereof, pay directly to the such Revolving Credit Lender such amount as will (in the reasonable determination of the such Revolving Credit Lender) reimburse the such Revolving Credit Lender or such SPC, as applicable, for such loss or expense. Such written notice (which shall include calculations in reasonable detail) shall, in the absence of manifest error, be conclusive and binding on the Borrower. Such amounts to be paid by the Borrower shall constitute "Carrying Charges" within the meaning of the Base Indenture and "Series 2000-1 Carrying Charges" within the meaning of the Series 2000-1 SupplementRevolving Credit Borrowers.
Appears in 1 contract
Funding Losses. In During the event Term of the Lender or any SPC shall incur Lease and thereafter, the Lessee agrees to indemnify each Indemnitee and to hold each Indemnitee harmless from any loss or expense which such Indemnitee may sustain or incur (including any loss other than through such Person's own gross negligence or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Lender to make, continue or maintain any portion of the principal amount of any Advance as, or to convert any portion of the principal amount of any Advance into, a Eurodollar Advancewillful misconduct) as a result consequence of (i) default by the Lessee in making a borrowing of
, conversion into or continuation of Loans or Equity Investment which are Eurodollar Loan(s)/Equity Investment(s) after the Lessee has delivered an Advance Request in accordance with the provisions of this Participation Agreement, (aii) default by the Lessee in making any conversion or repayment or prepayment of a Loan or Equity Investment which is a Eurodollar Loan/Equity Investment after the principal Lessee has given a notice thereof in accordance with the provisions of this Participation Agreement or (iii) the making of a prepayment of Loans or Equity Investment which are Eurodollar Loan(s)/Equity Investment(s) on a day which is not the last day of an Interest Period with respect thereto. Such indemnification may include an amount equal to the excess, if any, of (x) the amount of any Eurodollar Advances interest which would have accrued on a the amount so prepaid, or not so borrowed, converted or continued, for the period from the date other than of such prepayment or of such failure to borrow, convert or continue to the scheduled last day of the applicable Interest Period applicable thereto, whether pursuant to Section 2.7 or otherwise;
(b) any Advances not being made as Eurodollar Advances in accordance with the Borrowing Request therefor;
(c) any Advances not being continued as, or converted into, Eurodollar Advances in accordance with the Continuation/Conversion Notice therefor; or
(d) any assignment by an SPC of its interest in any Advance to its Liquidity Provider at a time when Commercial Paper Notes funding such interest is outstanding; then the Borrower shall, on the Distribution Date occurring in the calendar month following its receipt of written notice thereof from the Lender, pay directly to the Lender such amount as will (in the reasonable determination of the Lender) reimburse the Lender or such SPC, as applicable, for such loss or expense. Such written notice (which shall include calculations in reasonable detail) shall, in the absence case of manifest errora failure to borrow, be conclusive and binding convert or continue, the Interest Period that would have commenced on the Borrowerdate of such failure) in each case at the applicable rate of interest for such Loan or Equity Investment which is a Eurodollar Loan/Equity Investment provided for herein (excluding, however, the Applicable Margin included therein, if any) over (y) the amount of interest (as reasonably determined by such Indemnitee) which would have accrued to such Indemnitee on such amount by placing such amount on deposit for a comparable period with leading banks in the interbank eurodollar market. Such amounts to be paid by This covenant shall survive the Borrower shall constitute "Carrying Charges" within termination of this Participation Agreement or any other Operative Document and the meaning payment of the Base Indenture Loans, Equity Investment and "Series 2000-1 Carrying Charges" within all other amounts payable under the meaning of the Series 2000-1 SupplementOperative Documents.
Appears in 1 contract
Funding Losses. In the event the any Lender or any SPC shall incur any loss or expense (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the such Lender to make, continue or maintain any portion of the principal amount of any Advance Loan as, or to convert any portion of the principal amount of any Advance Loan into, a Eurodollar AdvanceLIBO Rate Loan) as a result of
of (a) any conversion or repayment or prepayment of the principal amount of any Eurodollar Advances LIBO Rate Loans on a date other than the scheduled last day of the Interest Period applicable thereto, whether pursuant to Section 2.7 3.1 or otherwise;
; (b) any Advances Loans not being made as Eurodollar Advances LIBO Rate Loans in accordance with the Borrowing Request therefor;
; (c) any Advances Loans not being continued as, or converted into, Eurodollar Advances LIBO Rate Loans in accordance with the Continuation/Conversion Notice therefor, then, upon the written notice of such Lender to the Borrowers (with a copy to the Administrative Agent); or
or (d) any assignment by an SPC transfer pursuant to Section 4.12, the Borrowers shall, within five (5) days of its interest in any Advance to its Liquidity Provider at a time when Commercial Paper Notes funding such interest is outstanding; then the Borrower shall, on the Distribution Date occurring in the calendar month following its receipt of written notice thereof from the Lenderthereof, pay directly to the such Lender such amount as will (in the reasonable determination of the such Lender) reimburse the such Lender or such SPC, as applicable, for such loss or expense. Such written notice (which shall include calculations in reasonable detail) shall, in the absence of manifest error, be conclusive and binding on the BorrowerBorrowers. Such Each Lender shall use reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to select a jurisdiction for its applicable lending office or change the jurisdiction of applicable lending office, as the case may be, if such selection or change will avoid the imposition of any amounts payable to be paid by the Borrower shall constitute "Carrying Charges" within the meaning such Lender under this Section 4.4, provided that no such selection or change of the Base Indenture jurisdiction for its applicable lending office shall be made if, in the sole and "Series 2000-1 Carrying Charges" within the meaning absolute judgment of the Series 2000-1 Supplementsuch Lender, acting in good faith, such selection or change would be otherwise disadvantageous to such Lender or prohibited by Governmental Rule.
Appears in 1 contract
Funding Losses. In the event the any Lender or any SPC shall incur any loss or expense (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the such Lender to make, make or continue or maintain any portion of the principal amount of any Advance Loan as, or to convert any portion of the principal amount of any Advance Loan into, a Eurodollar AdvanceLIBO Rate Loan) as a result of
(a) any conversion or repayment or prepayment of the principal amount of any Eurodollar Advances LIBO Rate Loan on a date other than the scheduled last day of the Interest Period applicable thereto, whether pursuant to Section 2.7 Article III or otherwise;
(b) any Advances Loans not being made as Eurodollar Advances LIBO Rate Loans in accordance with the Borrowing Request therefor;; or
(c) any Advances Loans not being continued as, or converted into, Eurodollar Advances LIBO Rate Loans in accordance with the Continuation/Conversion Notice therefor; or
then, upon the written notice of such Lender to the Borrower (d) any assignment by an SPC of its interest in any Advance with a copy to its Liquidity Provider at a time when Commercial Paper Notes funding such interest is outstanding; then the Administrative Agent), the Borrower shall, on the Distribution Date occurring in the calendar month following within five days of its receipt of written notice thereof from the Lenderthereof, pay directly to the such Lender such amount as will (in the reasonable determination of the such Lender) reimburse the such Lender or such SPC, as applicable, for such loss or expense. With such notice, the Lender shall provide the Borrower with a certificate outlining in reasonable detail the computations of any amounts claimed and the assumptions underlying such computations. Such written notice (which shall include calculations in reasonable detail) shall, in the absence of manifest error, be conclusive and binding on the Borrower. Such amounts The Borrower shall have no obligation to be paid by make a payment under this Section to a Secured Party unless such Lender shall have notified the Borrower shall constitute "Carrying Charges" of its demand therefor within the meaning 60 days of the Base Indenture and "Series 2000-1 Carrying Charges" within date on which such Lender has obtained final internal financial statements with respect to the meaning Fiscal Quarter of the Series 2000-1 Supplementsuch Lender in which such loss or expense occurred.
Appears in 1 contract
Funding Losses. In the event the Lender or any SPC Without duplication of other provisions -------------- contained herein, Borrower shall incur indemnify each Bank against any loss or reasonable expense which such Bank may sustain or incur as a consequence of (including i) any loss failure by Borrower to fulfill on the Borrowing Date for any Borrowing hereunder the applicable conditions set forth in Article III, (ii) any failure ----------- by Borrower to borrow hereunder after a Borrowing Request pursuant to this Article II has been given, (iii) any failure by Borrower to convert or expense incurred continue ---------- a Borrowing hereunder after a Notice of Conversion or Continuation pursuant to this Article II has been given, (iv) any payment, prepayment, continuance or ---------- conversion of a LIBOR Borrowing required or permitted by reason any other provision of this Credit Agreement including, without limitation, payments made due to the acceleration of the liquidation or reemployment of deposits or other funds acquired by the Lender to make, continue or maintain any portion maturity of the principal amount of any Advance asNotes pursuant to Section 7.01, or to convert any portion otherwise ------------ made on a date other than the last day of the principal amount of any Advance intoapplicable LIBOR Interest Period, a Eurodollar Advance) as a result of
(av) any conversion or repayment default in the payment or prepayment of the principal amount of any Eurodollar Advances LIBOR Borrowing or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, by notice of prepayment or otherwise) including, but not limited to, any loss or reasonable expense sustained or incurred or to be sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Bank's Commitment Percentage of any LIBOR Borrowing or any part thereof as a LIBOR Borrowing. Such loss or reasonable expense shall include, without limitation, an amount equal to the excess, if any, as reasonably determined by such Bank of (i) its cost of obtaining the funds for its Commitment Percentage of the LIBOR Borrowing being paid, prepaid or converted or not borrowed (based on a the LIBOR Rate applicable thereto) for the period from the date other than of such payment, prepayment, continuance or conversion or failure to borrow to the scheduled last day of the LIBOR Interest Period applicable theretofor such LIBOR Loan (or, whether in the case of a failure to borrow, the LIBOR Interest Period for the LIBOR Loan which would have commenced on the date of such failure to borrow) over (ii) the amount of interest (as reasonably determined by such Bank) that would be realized by such Bank in reemploying the funds so paid, prepaid, continued or converted or not borrowed for such period or LIBOR Interest Period, as the case may be, provided that such Bank will use its best efforts to reemploy funds in investments of similar quality. A certificate of such Bank signed by an officer setting forth in reasonable detail any amount or amounts which such Bank is entitled to receive pursuant to this Section 2.7 or otherwise;
2.17 shall be delivered to Borrower. Borrower shall ------------ pay to such Bank the amount shown as due on any certificate within thirty (b30) any Advances not being made as Eurodollar Advances in accordance with the Borrowing Request therefor;
(c) any Advances not being continued as, or converted into, Eurodollar Advances in accordance with the Continuation/Conversion Notice therefor; or
(d) any assignment by an SPC of its interest in any Advance to its Liquidity Provider at a time when Commercial Paper Notes funding such interest is outstanding; then the Borrower shall, on the Distribution Date occurring in the calendar month following Business Days after its receipt of written notice thereof from the Lendersame. Notwithstanding the foregoing, pay directly in no event shall any Bank be permitted to receive any compensation hereunder constituting interest in excess of the Highest Lawful Rate. Without prejudice to the Lender such amount as will (survival of any other obligations of Borrower hereunder, the obligations of Borrower under this Section 2.17 shall survive the date of termination of ------------ this Credit Agreement and the payment in the reasonable determination full of the LenderObligations for a period of sixty (60) reimburse the Lender or such SPC, as applicable, for such loss or expense. Such written notice (which shall include calculations in reasonable detail) shall, in the absence of manifest error, be conclusive and binding on the Borrower. Such amounts to be paid by the Borrower shall constitute "Carrying Charges" within the meaning of the Base Indenture and "Series 2000-1 Carrying Charges" within the meaning of the Series 2000-1 Supplementdays.
Appears in 1 contract
Samples: Revolving Credit Agreement (Barrett Resources Corp)
Funding Losses. In the event the Lender or any SPC shall incur any loss or -------------- expense (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Lender to make, continue or maintain any portion of the principal amount of any Advance Revolving Loan as, or to convert any portion of the principal amount of any Advance Revolving Loan into, a Eurodollar AdvanceLIBO Rate Revolving Loan) as a result of
(a) any conversion or repayment or prepayment of the principal amount of any Eurodollar Advances LIBO Rate Loans on a date other than the scheduled last day of the Interest Period applicable thereto, whether pursuant to Section 2.7 3.1 ----------- or otherwise;
(b) any Advances Revolving Loans not being made as Eurodollar Advances LIBO Rate Loans in accordance with the Borrowing Request therefor;, except as a result of Lender's breach of its Revolving Loan Commitment hereunder; or
(c) any Advances Revolving Loans not being continued as, or converted into, Eurodollar Advances LIBO Rate Loans in accordance with the Continuation/Conversion Notice therefor; or
(d) any assignment by an SPC , except as a result of Lender's breach of its interest in any Advance Revolving Loan Commitment hereunder, then, upon the written notice of Lender to its Liquidity Provider at a time when Commercial Paper Notes funding such interest is outstanding; then the Borrower, the Borrower shall, on the Distribution Date occurring in the calendar month following within five days of its receipt of written notice thereof from the Lenderthereof, pay directly to the Lender such amount as will (in the reasonable determination of the Lender) reimburse the Lender or such SPC, as applicable, for such loss or expense. Such written notice (which shall include calculations in reasonable detail) shall, in the absence of manifest error, be conclusive and binding on the Borrower. Such amounts to be paid by the Borrower shall constitute "Carrying Charges" within the meaning of the Base Indenture and "Series 2000-1 Carrying Charges" within the meaning of the Series 2000-1 Supplement.
Appears in 1 contract
Funding Losses. In the event the US Borrower and each Applicable Borrower shall, within five days of receipt of written notice thereof, reimburse each Lender or any SPC shall incur and hold each Lender harmless from any loss or expense which such Lender may sustain or incur as a consequence of: (a) the failure of such Applicable Borrower to make on a timely basis any payment of principal of any LIBOR Rate Loan or BA Equivalent Rate Loan; (b) the failure (including by reason of Section 4.5) of such Applicable Borrower to borrow, continue or convert a LIBOR Rate Loan or BA Equivalent Rate Loan after such Applicable Borrower has given (or is deemed to have given) a Notice of Committed Borrowing, Notice of Canadian Borrowing or a Notice of Conversion/Continuation (other than any such failure arising as a result of a default by such Lender or any Applicable Agent); (c) the failure of such Applicable Borrower to make any prepayment of any Committed Loan in accordance with any notice delivered under Section 2.7 or Section 2.3A; (d) the prepayment by such Applicable Borrower (including pursuant to Section 2.7 or 2.8) or other payment (including after acceleration thereof) the principal of any LIBOR Rate Loan or BA Equivalent Rate Loan on a day that is not the last day of the relevant Interest Period; or (e) the conversion by such Applicable Borrower under Section 2.4 or Section 2.4A of any LIBOR Rate Loan to an ABR Loan or a BA Equivalent Rate Loan to a Prime Rate Loan, respectively, on a day that is not the last day of the relevant Interest Period; including any such loss or expense incurred by reason of arising from the liquidation or reemployment of deposits or other funds acquired obtained by the Lender it to make, continue or maintain any portion of the principal amount of any Advance as, applicable Loans or from fees payable to convert any portion of terminate the principal amount of any Advance into, a Eurodollar Advance) as a result of
(a) any conversion or repayment or prepayment of the principal amount of any Eurodollar Advances on a date other than the scheduled last day of the Interest Period applicable thereto, whether pursuant to Section 2.7 or otherwise;
(b) any Advances not being made as Eurodollar Advances in accordance with the Borrowing Request therefor;
(c) any Advances not being continued as, or converted into, Eurodollar Advances in accordance with the Continuation/Conversion Notice therefor; or
(d) any assignment by an SPC of its interest in any Advance to its Liquidity Provider at a time when Commercial Paper Notes funding deposits from which such interest is outstanding; then the Borrower shall, on the Distribution Date occurring in the calendar month following its receipt of written notice thereof from the Lender, pay directly to the Lender such amount as will (in the reasonable determination of the Lender) reimburse the Lender or such SPC, as applicable, for such loss or expensefunds were obtained. Such written notice (which shall include calculations in reasonable detail) shall, in the absence of manifest error, be conclusive and binding on the each Applicable Borrower. Such For purposes of calculating amounts payable by each Applicable Borrower to any Lender under this Section and under subsection 4.3(a), (i) each LIBOR Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall be paid conclusively deemed to have been funded at the LIBOR Rate used in determining the interest rate for such LIBOR Rate Loan by a matching deposit or other borrowing in the interbank eurocurrency market for a comparable amount and for a comparable period and in the same Applicable Currency, whether or not such LIBOR Rate Loan is in fact so funded, and (ii) each BA Equivalent Rate Loan made by a Canadian Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the BA Equivalent Rate applicable to such BA Equivalent Rate Loan by the Borrower shall constitute "Carrying Charges" within the meaning purchase by such Canadian Lender of the Base Indenture a bankers' acceptance in a comparable amount and "Series 2000-1 Carrying Charges" within the meaning of the Series 2000-1 Supplementfor a comparable period, whether or not such BA Equivalent Rate Loan is in fact so funded.
Appears in 1 contract
Samples: Credit Agreement (Mt Investors Inc)
Funding Losses. In the event the any Lender or any SPC shall incur any loss or expense (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the such Lender to make, continue or maintain any portion of the principal amount of any Advance Loan as, or to convert any portion of the principal amount of any Advance Loan into, a Eurodollar AdvanceLIBO Rate Loan) as a result of
of (ai) any conversion or repayment or prepayment of the principal amount of any Eurodollar Advances LIBO Rate Loans on a date other than the scheduled last day of the Interest Period applicable thereto, whether pursuant to Section 2.7 3.1 or otherwise;
, (bii) any Advances Loans not being made as Eurodollar Advances LIBO Rate Loans in accordance with the Borrowing Request therefor;
, or (ciii) any Advances Loans not being continued as, or converted into, Eurodollar Advances LIBO Rate Loans in accordance with the Continuation/Conversion Notice therefor; or
, then, upon the written notice of such Lender to the Borrower (d) any assignment by an SPC of its interest in any Advance with a copy to its Liquidity Provider at a time when Commercial Paper Notes funding such interest is outstanding; then the Administrative Agent), the Borrower shall, on the Distribution Date occurring in the calendar month following within five Business Days of its receipt of written notice thereof from the Lenderthereof, pay directly to the such Lender such amount as will (in the reasonable determination of the such Lender) reimburse the such Lender or such SPC, as applicable, for such loss or expense. Such written notice (which shall include calculations in reasonable detail) shall, in the absence of bad faith or manifest error, be conclusive and binding on the Borrower. Such amounts In no event shall the amount the Borrower is obligated to be paid pay to any Lender pursuant to this Section exceed the excess, if any, of (i) the amount of interest (exclusive of any Applicable Margin) which would have accrued on the amount so prepaid or converted, or not so borrowed, converted or continued, for the period from and including the date of such event to but excluding that last day of the Interest Period (or proposed Interest Period) for the applicable Loans at the applicable LIBO Rate (or proposed LIBO Rate) for such Loans over (ii) the amount of interest (as reasonably determined by such Lender) which would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the interbank eurodollar market; it being understood that the Borrower shall constitute "Carrying Charges" within the meaning of the Base Indenture and "Series 2000-1 Carrying Charges" within the meaning of the Series 2000-1 Supplementnot be required to indemnify any Lender for any lost profits.
Appears in 1 contract
Samples: Credit Agreement (Medaphis Corp)
Funding Losses. In the event the any Lender or any SPC shall incur any loss -------------- or expense (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the such Lender to make, make or continue or maintain any portion of the principal amount of any Advance Loan as, or to convert any portion of the principal amount of any Advance Loan into, a Eurodollar AdvanceLIBO Rate Loan) as a result of
(a) any conversion or repayment or prepayment of the principal amount of any Eurodollar Advances LIBO Rate Loan on a date other than the scheduled last day of the Interest Period applicable thereto, whether pursuant to Section 2.7 Article III or ----------- otherwise;
(b) any Advances Loans not being made as Eurodollar Advances LIBO Rate Loans in accordance with the Borrowing Request therefor;; or
(c) any Advances Loans not being continued as, or converted into, Eurodollar Advances LIBO Rate Loans in accordance with the Continuation/Conversion Notice therefor; or
then, upon the written notice of such Lender to the Borrower (d) any assignment by an SPC of its interest in any Advance with a copy to its Liquidity Provider at a time when Commercial Paper Notes funding such interest is outstanding; then the Administrative Agent), the Borrower shall, on the Distribution Date occurring in the calendar month following within five days of its receipt of written notice thereof from the Lenderthereof, pay directly to the such Lender such amount as will (in the reasonable determination of the such Lender) reimburse the such Lender or such SPC, as applicable, for such loss or expense. With such notice, the Lender shall provide the Borrower with a certificate outlining in reasonable detail the computations of any amounts claimed and the assumptions underlying such computations. Such written notice (which shall include calculations in reasonable detail) shall, in the absence of manifest error, be conclusive and binding on the Borrower. Such amounts The Borrower shall have no obligation to be paid by make a payment under this Section to a Secured Party unless such Lender shall have notified the Borrower shall constitute "Carrying Charges" of its demand therefor within the meaning 60 days of the Base Indenture and "Series 2000-1 Carrying Charges" within date on which such Lender has obtained final internal financial statements with respect to the meaning Fiscal Quarter of the Series 2000-1 Supplementsuch Lender in which such loss or expense occurred.
Appears in 1 contract
Funding Losses. In the event the Lender or any SPC Affected Person shall incur any loss or expense (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Lender such Affected Person to make, continue fund or maintain any portion of the principal amount of any Advance as, or to convert any portion of the principal amount of any Advance into, as a Eurodollar Advance) as a result of:
(a) any conversion conversion, repayment, prepayment or repayment redemption (for any reason, including, without limitation, as a result of any Mandatory Decrease or prepayment Voluntary Decrease, or the acceleration of the maturity of such Eurodollar Advance) of the principal amount of any Eurodollar Advances Advance on a date other than the scheduled last day of the Eurodollar Interest Period applicable thereto, whether pursuant to Section 2.7 or otherwise;
(b) any Advances Advance not being funded or maintained as a Eurodollar Advance after a request therefor has been made as Eurodollar Advances in accordance with the Borrowing Request therefor;terms contained herein (for a reason other than the failure of such Affected Person to make an Advance after all conditions thereto have been met); or
(c) any Advances not being continued asfailure of the Co-Issuers to make a Mandatory Decrease or a Voluntary Decrease, prepayment or converted intoredemption with respect to any Eurodollar Advance after giving notice thereof pursuant to the applicable provisions of the Series 2017-1 Supplement; then, Eurodollar Advances upon the written notice of any Affected Person to the related Funding Agent and the Co-Issuers, the Co-Issuers jointly and severally shall deposit into the Collection Account (within five (5) Business Days of receipt of such notice) to be payable as Class A-1 Senior Notes Other Amounts, subject to and in accordance with the Continuation/Conversion Notice therefor; or
(d) any assignment Priority of Payments, to the Administrative Agent and by an SPC of its interest in any Advance the Administrative Agent to its Liquidity Provider at a time when Commercial Paper Notes funding such interest is outstanding; then the Borrower shall, on the Distribution Date occurring in the calendar month following its receipt of written notice thereof from the Lender, Funding Agent and such Funding Agent shall pay directly to the Lender such Affected Person such amount (“Breakage Amount” or “Series 2017-1 Class A-1 Breakage Amount”) as will (in the reasonable determination of the Lendersuch Affected Person) reimburse such Affected Person for such loss or expense; provided that with respect to any notice given to the Lender Co-Issuers under this Section 3.06, the Co-Issuers shall not be under any obligation to pay any amount with respect to any period prior to the date that is nine (9) months prior to such demand if the relevant Affected Person knew or such SPC, as applicable, for could reasonably have been expected to know of the circumstances giving rise to such loss or expense. Such written notice (which shall include calculations in reasonable detail) shall, in the absence of manifest error, be conclusive and binding on the Borrower. Such amounts to be paid by the Borrower shall constitute "Carrying Charges" within the meaning of the Base Indenture and "Series 2000Co-1 Carrying Charges" within the meaning of the Series 2000-1 SupplementIssuers.
Appears in 1 contract
Funding Losses. In the event the Borrower agrees to indemnify each Lender, promptly after receipt of a written request therefor, and to hold each Lender or any SPC shall incur harmless from, any loss or expense (including any loss that such Lender may sustain or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Lender to make, continue or maintain any portion of the principal amount of any Advance as, or to convert any portion of the principal amount of any Advance into, a Eurodollar Advance) incur as a result of
consequence of (a) default by Borrower in making a borrowing of, conversion into or continuation of LIBOR Fixed Rate Loans after Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, (b) default by Borrower in making any conversion or repayment or prepayment of or conversion from LIBOR Fixed Rate Loans after Borrower has given a notice thereof in accordance with the principal amount provisions of any Eurodollar Advances this Agreement, (c) the making of a prepayment of a LIBOR Fixed Rate Loan on a date other than day that is not the scheduled last day of the an Interest Period applicable thereto, whether (d) the making of a prepayment of a Swing Loan on a day that is not the Swing Loan Maturity Date applicable thereto, or (e) any conversion of a LIBOR Fixed Rate Loan to a Base Rate Loan pursuant to Section 2.7 or otherwise;
3.4 hereof on a day that is not the last day of an Interest Period applicable thereto. Such indemnification shall be in an amount equal to the excess, if any, of (bi) any Advances not being made as Eurodollar Advances in accordance with the Borrowing Request therefor;
(c) any Advances not being continued asamount of interest that would have accrued on the amounts so prepaid, or not so borrowed, converted intoor continued, Eurodollar Advances in accordance with for the Continuation/Conversion Notice therefor; or
(d) any assignment by an SPC of its interest in any Advance to its Liquidity Provider at a time when Commercial Paper Notes funding such interest is outstanding; then the Borrower shall, on the Distribution Date occurring in the calendar month following its receipt of written notice thereof period from the Lenderdate of such prepayment or of such failure to borrow, pay directly convert or continue to the Lender last day of such amount as will Interest Period (in the reasonable determination of the Lender) reimburse the Lender or such SPC, as applicable, for such loss or expense. Such written notice (which shall include calculations in reasonable detail) shallor, in the absence case of a failure to borrow, convert or continue, the Interest Period that would have commenced on the date of such failure) or the applicable Swing Loan Maturity Date in each case at the applicable rate of interest for such Loans provided for herein (excluding, however, the Applicable Margin included therein, if any) over (ii) the amount of interest (as reasonably determined by such Lender) that would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the appropriate London interbank market, along with any reasonable administration fee charged by such Lender. A certificate as to any amounts payable pursuant to this Section 3.3 submitted to Borrower (with a copy to Agent) by any Lender shall be conclusive absent manifest error, be conclusive . The obligations of Borrower pursuant to this Section 3.3 shall survive the termination of this Agreement and binding on the Borrower. Such amounts to be paid by the Borrower shall constitute "Carrying Charges" within the meaning payment of the Base Indenture Loans and "Series 2000-1 Carrying Charges" within the meaning of the Series 2000-1 Supplementall other amounts payable hereunder.
Appears in 1 contract
Funding Losses. In Each Borrower shall compensate each Lender, upon its written request to Interface (which request shall set forth the event the Lender or any SPC basis for requesting such amounts in reasonable detail and which request shall incur any loss or expense (including any loss or expense incurred by reason be made in good faith and, absent manifest error, shall be final, conclusive and binding upon all of the liquidation or reemployment of deposits or other funds acquired parties hereto), for all losses, expenses and liabilities (including, without limitation, any interest paid by the such Lender to makelenders of funds borrowed by it to make or carry its portions of Fixed Rate Advances, continue or maintain and any portion of the principal amount of amounts required to be paid by any Advance as, or to convert any portion of the principal amount of any Advance into, a Eurodollar Advance) Multicurrency Syndicated Lender as a result of currency fluctuations of Agreed Currencies borrowed by it to make or carry Multicurrency Syndicated Loans, in either case to the extent not recovered by such Lender in connection with the re-employment of such funds or Agreed Currencies and including loss of anticipated profits), which the Lender may sustain: (i) if for any reason (other than a default by such Lender) a borrowing of
, or conversion to or continuation of, Fixed Rate Advances to such Borrower does not occur on the date specified therefor in a notice given by any Borrower to either Co-Agent as provided herein (awhether or not withdrawn), (ii) if any conversion or repayment or prepayment of the principal amount (including mandatory prepayments and any conversions pursuant to Section 4.09(b)) of any Eurodollar Fixed Rate Advances to such Borrower occurs on a date other than which is not the scheduled last day of the an Interest Period applicable thereto, whether pursuant to Section 2.7 or otherwise;
(b) any Advances not being made as Eurodollar Advances in accordance with the Borrowing Request therefor;
(c) any Advances not being continued asiii), or converted into, Eurodollar Advances in accordance with the Continuation/Conversion Notice therefor; or
(d) any assignment by an SPC of its interest in any Advance to its Liquidity Provider at a time when Commercial Paper Notes funding such interest is outstanding; then the Borrower shall, on the Distribution Date occurring in the calendar month following its receipt of written notice thereof from the Lender, pay directly to the Lender such amount as will (in the reasonable determination of the Lender) reimburse the Lender or such SPC, as applicableif, for any reason, such loss or expense. Such written notice (which shall include calculations Borrower defaults in reasonable detail) shall, in the absence of manifest error, be conclusive and binding on the Borrower. Such amounts its obligation to be paid repay its Fixed Rate Advances when required by the Borrower shall constitute "Carrying Charges" within the meaning terms of the Base Indenture and "Series 2000-1 Carrying Charges" within the meaning of the Series 2000-1 Supplementthis Agreement.
Appears in 1 contract
Samples: Credit Agreement (Interface Inc)
Funding Losses. In the event the The Borrowers shall reimburse each Lender or any SPC shall incur and hold each Lender harmless from any loss or expense which such Lender may sustain or incur as a consequence of:
(a) the failure of the Borrowers to borrow a Term SOFR Loan, Daily One Month SOFR Loan or BA Equivalent, Term XXXXX Loan or Daily Simple XXXXX Loan after any Borrower has given (or is deemed to have given) a Notice of Borrowing;
(b) the failure of the Borrowers to continue a Term SOFR Loan or BA EquivalentTerm XXXXX Loan or convert a Loan into a Term SOFR Loan, Daily One Month SOFR Loan or BA Equivalent, Term XXXXX Loan or Daily Simple XXXXX Loan after any Borrower has given (or is deemed to have given) a Notice of Continuation/Conversion; or
(c) the prepayment or other payment (including after acceleration thereof) of any Term SOFR Loans or BA EquivalentTerm XXXXX Loans on a day that is not the last day of the relevant Interest Period or BA EquivalentTerm XXXXX Interest Period (including any payment in respect thereof pursuant to Section 5.10), including any loss or expense incurred by reason of arising from the liquidation or reemployment of funds obtained by it to maintain its Term SOFR Loans, Daily One Month SOFR Loans or BA Equivalent, Term XXXXX Loans or Daily Simple XXXXX Loans or from fees payable to terminate the deposits or other from which such funds acquired were obtained. The Borrowers shall also pay any customary administrative fees charged by the any Lender to make, continue or maintain any portion of the principal amount of any Advance as, or to convert any portion of the principal amount of any Advance into, a Eurodollar Advance) as a result of
(a) any conversion or repayment or prepayment of the principal amount of any Eurodollar Advances on a date other than the scheduled last day of the Interest Period applicable thereto, whether pursuant to Section 2.7 or otherwise;
(b) any Advances not being made as Eurodollar Advances in accordance connection with the Borrowing Request therefor;
(c) any Advances not being continued as, or converted into, Eurodollar Advances in accordance with the Continuation/Conversion Notice therefor; or
(d) any assignment by an SPC of its interest in any Advance to its Liquidity Provider at a time when Commercial Paper Notes funding such interest is outstanding; then the Borrower shall, on the Distribution Date occurring in the calendar month following its receipt of written notice thereof from the Lender, pay directly to the Lender such amount as will (in the reasonable determination of the Lender) reimburse the Lender or such SPC, as applicable, for such loss or expense. Such written notice (which shall include calculations in reasonable detail) shall, in the absence of manifest error, be conclusive and binding on the Borrower. Such amounts to be paid by the Borrower shall constitute "Carrying Charges" within the meaning of the Base Indenture and "Series 2000-1 Carrying Charges" within the meaning of the Series 2000-1 Supplementforegoing.
Appears in 1 contract
Samples: Credit Agreement (Herc Holdings Inc)
Funding Losses. In the event the The Borrower agrees to reimburse each Lender or any SPC shall incur and to hold each Lender harmless from any loss or expense (including any loss which such Lender may sustain or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Lender to make, continue or maintain any portion of the principal amount of any Advance as, or to convert any portion of the principal amount of any Advance into, a Eurodollar Advance) incur as a result consequence of:
(a) the failure of the Borrower to make any conversion payment or repayment or mandatory prepayment of the principal amount of any Eurodollar Advances LIBOR Rate Loan (including payments made after any acceleration thereof);
(b) the failure of the Borrower to make any payment or mandatory prepayment of principal of any BA Rate Loan (including payments made after any acceleration thereof);
(c) the failure of the Borrower to borrow, continue or convert a Loan after the Borrower has given (or is deemed to have given) a Notice of Borrowing, a Notice of Conversion/Continuation – BA Rate, or a Notice of Conversion/Continuation - LIBOR;
(d) the failure of the Borrower to make any prepayment after the Borrower has given a notice in accordance with Section 1.7;
(e) the prepayment (including pursuant to Section 1.8) of a BA Rate Loan on a date other than day which is not the scheduled last day of the BA Period with respect thereto;
(f) the prepayment (including pursuant to Section 1.8) of a LIBOR Rate Loan on a day which is not the last day of the Interest Period applicable with respect thereto, whether ;
(g) the conversion pursuant to Section 2.7 or otherwise;
(b1.6(a) of any Advances BA Rate Loan to a Canadian Prime Rate Loan on a day that is not being made as Eurodollar Advances in accordance with the Borrowing Request therefor;
(c) any Advances not being continued as, or converted into, Eurodollar Advances in accordance with last day of the Continuation/Conversion Notice thereforapplicable BA Period; or
(dh) the conversion pursuant to Section 1.6(b) of any assignment by an SPC of its interest in any Advance LIBOR Rate Loan to its Liquidity Provider at a time when Commercial Paper Notes funding such interest U.S. Base Rate Loan on a day that is outstanding; then not the Borrower shall, on the Distribution Date occurring in the calendar month following its receipt of written notice thereof from the Lender, pay directly to the Lender such amount as will (in the reasonable determination last day of the Lender) reimburse the Lender or such SPC, as applicable, for applicable Interest Period; including any such loss or expenseexpense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained; provided that, with respect to the expenses described in clauses (d) and (e) above, such Lender shall have notified Agent of any such expense within two (2) Business Days of the date on which such expense was incurred. Such written notice (which shall include calculations in reasonable detail) shall, in the absence Solely for purposes of manifest error, be conclusive and binding on the Borrower. Such calculating amounts to be paid payable by the Borrower to the Lenders under this Section 10.4 and under subsection 10.3(a): each LIBOR Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall constitute "Carrying Charges" within be conclusively deemed to have been funded at the meaning of LIBOR used in determining the Base Indenture interest rate for such LIBOR Rate Loan by a matching deposit or other borrowing in the interbank Eurodollar market for a comparable amount and "Series 2000-1 Carrying Charges" within the meaning of the Series 2000-1 Supplementfor a comparable period, whether or not such LIBOR Rate Loan is in fact so funded.
Appears in 1 contract
Samples: Credit Agreement (Solo Cup CO)
Funding Losses. In Upon demand of any Lender (with a copy to the event Administrative Agent) from time to time, the Borrowers shall promptly pay the Administrative Agent for the account of such Lender, such amount or amounts as shall compensate such Lender or for, and hold such Lender harmless from, any SPC shall incur any loss or expense (including any loss loss, cost or expense incurred by reason of the liquidation such Lender in obtaining, liquidating or reemployment of employing deposits or other funds acquired by the Lender to make, continue or maintain any portion of the principal amount of any Advance as, or to convert any portion of the principal amount of any Advance into, a Eurodollar Advance) from third parties as a result of
of (a) any conversion failure or repayment or prepayment refusal of the principal amount Borrowers (for any reasons whatsoever other than a default by the Administrative Agent or any Lender) to accept a LIBOR Rate Loan after the Borrowers shall have requested such Loan under this Credit Agreement, (b) any prepayment or other payment of any Eurodollar Advances a LIBOR Rate Loan on a date day other than the scheduled last day of the Interest Period applicable theretoto such Loan, whether pursuant to Section 2.7 or otherwise;
(b) any Advances not being made as Eurodollar Advances in accordance with the Borrowing Request therefor;
(c) any Advances other prepayment of a Loan that is otherwise not being continued asmade in compliance with the provisions of this Credit Agreement, or converted into, Eurodollar Advances in accordance with the Continuation/Conversion Notice therefor; or
(d) the failure of the Borrowers to make a prepayment of a Loan after giving notice under this Credit Agreement, that such prepayment will be made; provided that the Borrowers shall not be responsible for any assignment payment pursuant to this Section 4.5 with respect to any LIBOR Rate Loan based on Daily LIBOR. Requests for Compensation. If requested by an SPC of its interest the Borrowers in connection with any Advance demand for payment pursuant to its Liquidity Provider at this Section 4 (other than Section 4.1), a time when Commercial Paper Notes funding such interest is outstanding; then the Borrower shall, on the Distribution Date occurring in the calendar month following its receipt of written notice thereof from the Lender, pay directly Lender shall provide to the Lender such amount as will (Borrowers, with a copy to the Administrative Agent, a certificate setting forth in reasonable detail the reasonable determination of the Lender) reimburse the Lender or such SPC, as applicable, basis for such loss or expense. Such written notice (which shall include calculations in reasonable detail) shalldemand, the amount required to be paid by the Borrowers to such Lender and the computations made by such Lender to determine such amount, such certificate to be conclusive and binding in the absence of manifest error, be conclusive and binding on the Borrower. Such amounts to be paid Any such amount payable by the Borrower Borrowers shall constitute "Carrying Charges" within not be duplicative of any amounts (a) previously paid under this Section 4, or (b) included in the meaning calculation of LIBOR. Survival. Without prejudice to the survival of any other agreement of the Base Indenture and "Series 2000-1 Carrying Charges" within the meaning Borrowers hereunder, all of the Series 2000-1 Supplement.Borrowers’ obligations under this Section 4 shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Credit Agreement or any provision hereof. Each Lender shall notify the Borrowers of any event occurring after the termination of this Credit Agreement entitling such Lender to compensation under this Section 4 as promptly as practicable. USActive 51532649.853699586.5
Appears in 1 contract
Samples: Revolving Credit Agreement (Owl Rock Technology Finance Corp.)
Funding Losses. In the event the Lender or any SPC The Borrower shall incur reimburse each Bank, and hold each -------------- Bank harmless from, any loss or expense (including any loss which the Bank may sustain or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Lender to make, continue or maintain any portion of the principal amount of any Advance as, or to convert any portion of the principal amount of any Advance into, a Eurodollar Advance) incur as a result consequence of:
(a) any conversion the Borrower's failure to borrow, continue or repayment convert a Loan after the Borrower has given (or prepayment is deemed to have given) a Notice of the principal amount Borrowing or a Notice of any Eurodollar Advances on a date other than the scheduled last day of the Interest Period applicable thereto, whether pursuant to Section 2.7 or otherwiseConversion/Continuation;
(b) the Borrower's failure to make any Advances not being made as Eurodollar Advances prepayment in accordance with the Borrowing Request therefor;any notice delivered under Section 2.5; -----------
(c) any Advances the prepayment (including pursuant to Section 2.6) or other ----------- payment (including after acceleration thereof) of a LIBOR Loan on a day that is not being continued as, or converted into, Eurodollar Advances in accordance with the Continuation/Conversion Notice thereforlast day of the relevant Interest Period; or
(d) the automatic conversion under Section 2.4 of any assignment by an SPC LIBOR Loan to a ----------- Reference Rate Loan on a day that is not the last day of its interest in any Advance to its Liquidity Provider at a time when Commercial Paper Notes funding such interest is outstandingthe relevant Interest Period; then the Borrower shall, on the Distribution Date occurring in the calendar month following its receipt of written notice thereof from the Lender, pay directly to the Lender such amount as will (in the reasonable determination of the Lender) reimburse the Lender or such SPC, as applicable, for extent that any such loss or expenseexpense arises from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Loans or from fees payable to terminate the deposits from which such funds were obtained. Such written notice For purposes of this Section 3.4, the loss or expense arising from the liquidation ----------- or reemployment of funds obtained to maintain any LIBOR Loans shall be an amount equal to the sum of (i) $250.00 and (ii) the amount, if any, by which shall include calculations X exceeds Y, and (iii) all other costs and expenses that such Bank would reasonably expect to incur in reasonable detail) shallconnection with the prepayment of the applicable LIBOR Loans, where "X" equals the additional interest that would have accrued on the principal amount of the LIBOR Loan prepaid, without regard to the Applicable Margin, if that principal amount had remained outstanding until the last day of the applicable Interest Period, and "Y" equals the interest that such Bank could recover by placing the prepaid funds on deposit in the absence of manifest error, be conclusive and binding London U.S. Dollar interbank market for a period beginning on the Borrower. Such amounts to be paid by day of prepayment and ending on the Borrower shall constitute "Carrying Charges" within the meaning last day of the Base Indenture applicable Interest Period, or for a comparable period for which an appropriate rate quote can be obtained. For purposes of calculating
3.3.1 each LIBOR Loan made by a Bank (and "Series 2000-1 Carrying Charges" within each related reserve, special ------------- deposit or similar requirement) shall be conclusively deemed to have been funded at the meaning of LIBOR for such LIBOR Loan by a matching deposit or other borrowing in the Series 2000-1 SupplementLondon U.S. Dollar interbank market for a comparable amount and for a comparable period, whether or not such LIBOR Loan is in fact so funded.
Appears in 1 contract
Samples: Line of Credit Loan Agreement (Catellus Development Corp)
Funding Losses. In the event the Lender or any SPC shall incur The Lessee agrees to indemnify each -------------- Participant and to hold each Participant harmless from any loss or expense which such Participant may sustain or incur (including any loss other than through such Person's own gross negligence or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Lender to make, continue or maintain any portion of the principal amount of any Advance as, or to convert any portion of the principal amount of any Advance into, a Eurodollar Advancewillful misconduct) as a result of
consequence of (a) default by the Lessee in making a borrowing of, conversion into or continuation of Loans or Lessor Amounts which are Eurodollar Loans or Eurodollar Lessor Amounts after the Lessee has given a notice requesting the same in accordance with the provisions of this Participation Agreement, (b) default by the Lessee in making any conversion or repayment or prepayment of a Loan or Lessor Amounts which is a Eurodollar Loan or Eurodollar Lessor Amount after the principal Lessee has given a notice thereof in accordance with the provisions of this Participation Agreement or (c) the making of a prepayment of Loans or Lessor Amounts which are Eurodollar Loans or Eurodollar Lessor Amounts on a day which is not the last day of an Interest Period with respect thereto. Such indemnification may include an amount equal to the excess, if any, of (i) the amount of any Eurodollar Advances interest which would have accrued on a the amount so prepaid, or not so borrowed, converted or continued, for the period from the date other than of such prepayment or of such failure to borrow, convert or continue to the scheduled last day of the applicable Interest Period applicable thereto, whether pursuant to Section 2.7 or otherwise;
(b) any Advances not being made as Eurodollar Advances in accordance with the Borrowing Request therefor;
(c) any Advances not being continued as, or converted into, Eurodollar Advances in accordance with the Continuation/Conversion Notice therefor; or
(d) any assignment by an SPC of its interest in any Advance to its Liquidity Provider at a time when Commercial Paper Notes funding such interest is outstanding; then the Borrower shall, on the Distribution Date occurring in the calendar month following its receipt of written notice thereof from the Lender, pay directly to the Lender such amount as will (in the reasonable determination of the Lender) reimburse the Lender or such SPC, as applicable, for such loss or expense. Such written notice (which shall include calculations in reasonable detail) shall, in the absence case of manifest errora failure to borrow, be conclusive and binding convert or continue, the Interest Period that would have commenced on the Borrowerdate of such failure) in each case at the applicable rate of interest for such Loan or Lessor Amount which is a Eurodollar Loan or a Eurodollar Lessor Amount provided for herein over (ii) the amount of interest (as reasonably determined by such Indemnitee) which would have accrued to such Participant on such amount by placing such amount on deposit for a comparable period with leading banks in the interbank eurodollar market. Such amounts to be paid by This covenant shall survive the Borrower shall constitute "Carrying Charges" within termination of this Participation Agreement or any other Operative Document and the meaning payment in satisfaction of the Base Indenture Loan Balance and "Series 2000-1 Carrying Charges" within the meaning of Lessor Balance and all other amounts payable under the Series 2000-1 SupplementOperative Documents.
Appears in 1 contract
Samples: Participation Agreement (Palm Inc)
Funding Losses. In the event the The Borrowers shall indemnify, jointly and severally, each Lender or any SPC shall incur against any loss or reasonable expense which such Lender may sustain or incur as a consequence of (including i) any loss or expense incurred failure by reason any Borrower to fulfill on the date of any Borrowing hereunder the applicable conditions set forth in Article IV, so long as any such failure is not solely due to the failure of the liquidation Administrative Agent or reemployment of deposits or other funds acquired by the any Lender to makecomply with its obligations hereunder in all material respects, (ii) any failure by any Borrower to borrow or to refinance, convert or continue any Loan hereunder after irrevocable notice of such Borrowing, refinancing, conversion or maintain continuation has been given pursuant to Section 2.02 or 2.08, so long as any portion such failure is not solely due to the failure of the principal amount of Administrative Agent or any Advance asLender to comply with its obligations hereunder in all material respects, or to convert any portion of the principal amount of any Advance into, a Eurodollar Advance) as a result of
(aiii) any payment, prepayment or conversion of a Eurocurrency Loan, whether voluntary or repayment involuntary, pursuant to any other provision of this Agreement or prepayment of the principal amount of any Eurodollar Advances otherwise made on a date other than the scheduled last day of the Interest Period applicable thereto, whether so long as any such payment, prepayment or conversion is not solely due to the failure of the Administrative Agent or any Lender to comply with its obligations hereunder in all material respects, (iv) any default in payment or prepayment of the principal amount of any Loan or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, by irrevocable notice of prepayment or otherwise), (v) any redenomination of a Syndicated Eurocurrency Loan denominated in an Alternative Currency to a Syndicated Base Rate Loan in Dollars pursuant to Section 2.7 2.08(f) by reason of any difference between the applicable Spot Rate used to effect such redenomination hereunder and the actual exchange rate used by such Lender to effect such redenomination on its books at or otherwise;
about the time it receives notice of such redenomination hereunder, (bvi) any Advances not being made as Eurodollar Advances failure by any Borrower to make payment of any Loan (or interest due thereon) denominated in accordance with the Borrowing Request therefor;
(c) an Alternative Currency on its scheduled due date or any Advances not being continued asBorrower makes any payment thereof in a different currency, or (vii) the occurrence of any Event of Default, including, in each such case, any loss or reasonable expense sustained or incurred or to be sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Loan or any part thereof as a Eurocurrency Loan. Such loss or reasonable expense shall include an amount equal to the excess, if any, as reasonably determined by such Lender, of (i) its cost of obtaining the funds for the Loan being paid, prepaid, converted into, Eurodollar Advances in accordance with the Continuation/Conversion Notice therefor; or
or not borrowed (d) any assignment by an SPC of its interest in any Advance to its Liquidity Provider at a time when Commercial Paper Notes funding such interest is outstanding; then the Borrower shall, based on the Distribution Date occurring in applicable Eurocurrency Rate), for the calendar month following its receipt of written notice thereof period from the Lenderdate of such payment, pay directly prepayment, conversion or failure to borrow, convert or continue to the Lender such amount as will (in the reasonable determination last day of the Lender) reimburse the Lender or such SPC, as applicable, Interest Period for such loss or expense. Such written notice Loan (which shall include calculations in reasonable detail) shallor, in the absence case of a failure to borrow, the Interest Period for such Loan which would have commenced on the date of such failure to borrow, convert or continue) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid, converted or not borrowed, converted or continued for such period or Interest Period, as the case may be. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section shall be delivered to Xxxxxxxxx and shall be conclusive absent manifest error, be conclusive and binding on the Borrower. Such amounts to be paid by the Borrower shall constitute "Carrying Charges" within the meaning of the Base Indenture and "Series 2000-1 Carrying Charges" within the meaning of the Series 2000-1 Supplement.
Appears in 1 contract
Samples: Revolving Credit Agreement (Carpenter Technology Corp)
Funding Losses. In the event the The Borrowers shall indemnify, jointly and severally, each Lender or any SPC shall incur against any loss or reasonable expense (including any loss of anticipated profits) which such Lender may sustain or expense incurred incur as a consequence of (i) any failure by reason any Borrower to fulfill on the date of any Borrowing hereunder the applicable conditions set forth in Article IV, so long as any such failure is not solely due to the failure of the liquidation Agent or reemployment of deposits or other funds acquired any Lender to comply with its obligations hereunder in all material respects, (ii) any failure by the Borrower to borrow or to refinance, convert or continue any Loan hereunder after irrevocable notice of such Borrowing, refinancing, conversion or continuation has been given pursuant to Section 2.02 or 2.06, so long as any such failure is not solely due to the failure of the Agent or any Lender to makecomply with its obligations hereunder in all material respects, continue or maintain any portion of the principal amount of any Advance as, or to convert any portion of the principal amount of any Advance into, a Eurodollar Advance) as a result of
(aiii) any payment, prepayment or conversion of a Eurocurrency Loan, whether voluntary or repayment involuntary, pursuant to any other provision of this Agreement or prepayment of the principal amount of any Eurodollar Advances otherwise made on a date other than the scheduled last day of the Interest Period applicable thereto, whether so long as any such payment, prepayment or conversion is not solely due to the failure of the Agent or any Lender to comply with its obligations hereunder in all material respects, (iv) any default in payment or prepayment of the principal amount of any Loan or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, by irrevocable notice of prepayment or otherwise), (v) any redenomination of a Eurocurrency Loan denominated in an Alternative Currency to a Base Rate Loan in Dollars pursuant to Section 2.7 2.06(f) by reason of any difference between the applicable Exchange Rate used to effect such redenomination hereunder and the actual exchange rate used by such Lender to effect such redenomination on its books at or otherwise;
(b) any Advances not being made as Eurodollar Advances in accordance with about the Borrowing Request therefor;
(c) any Advances not being continued astime it receives notice of such redenomination hereunder, or (vi) the occurrence of any Event of Default, including, in each such case, any loss or reasonable expense sustained or incurred or to be sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Loan or any part thereof as a Eurocurrency Loan. Such loss or reasonable expense shall include an amount equal to the excess, if any, as reasonably determined by such Lender, of (i) its cost of obtaining the funds for the Loan being paid, prepaid, converted into, Eurodollar Advances in accordance with the Continuation/Conversion Notice therefor; or
or not borrowed (d) any assignment by an SPC of its interest in any Advance to its Liquidity Provider at a time when Commercial Paper Notes funding such interest is outstanding; then the Borrower shall, based on the Distribution Date occurring in applicable Eurocurrency Rate), for the calendar month following its receipt of written notice thereof period from the Lenderdate of such payment, pay directly prepayment, conversion or failure to borrow, convert or continue to the Lender such amount as will (in the reasonable determination last day of the Lender) reimburse the Lender or such SPC, as applicable, Interest Period for such loss or expense. Such written notice Loan (which shall include calculations in reasonable detail) shallor, in the absence case of a failure to borrow, the Interest Period for such Loan which would have commenced on the date of such failure to borrow, convert or continue) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid, converted or not borrowed, converted or continued for such period or Interest Period, as the case may be. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section shall be delivered to Cxxxxxxxx and shall be conclusive absent manifest error, be conclusive and binding on the Borrower. Such amounts to be paid by the Borrower shall constitute "Carrying Charges" within the meaning of the Base Indenture and "Series 2000-1 Carrying Charges" within the meaning of the Series 2000-1 Supplement.
Appears in 1 contract
Samples: 364 Day Revolving Credit Agreement (Carpenter Technology Corp)
Funding Losses. In the event the The Borrower shall indemnify each Lender or any SPC shall incur against any loss or reasonable expense (including any loss of anticipated profits) which such Lender may sustain or expense incurred incur as a consequence of (i) any failure by reason the Borrower to fulfill on the date of any Borrowing hereunder the applicable conditions set forth in Article IV, so long as any such failure is not solely due to the failure of the liquidation Agent or reemployment of deposits or other funds acquired any Lender to comply with its obligations hereunder in all material respects, (ii) any failure by the Borrower to borrow or to refinance, convert or continue any Loan hereunder after irrevocable notice of such Borrowing, refinancing, conversion or continuation has been given pursuant to Section 2.02 or 2.08, so long as any such failure is not solely due to the failure of the Agent or any Lender to makecomply with its obligations hereunder in all material respects, continue (iii) any payment, prepayment or maintain any portion conversion of the principal amount of any Advance as, or to convert any portion of the principal amount of any Advance into, a Eurodollar Advance) as a result of
(a) Loan, whether voluntary or involuntary, pursuant to any conversion other provision of this Agreement or repayment or prepayment of the principal amount of any Eurodollar Advances otherwise made on a date other than the scheduled last day of the Interest Period applicable thereto, whether pursuant so long as any such payment, prepayment or conversion is not solely due to Section 2.7 the failure of the Agent or any Lender to comply with its obligations hereunder in all material respects, (iv) any default in payment or prepayment of the principal amount of any Loan or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, by irrevocable notice of prepayment or otherwise;
(b) any Advances not being made as Eurodollar Advances in accordance with the Borrowing Request therefor;
(c) any Advances not being continued as), or (v) the occurrence of any Event of Default, including, in each such case, any loss or reasonable expense sustained or incurred or to be sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Loan or any part thereof as a Eurodollar Loan. Such loss or reasonable expense shall include an amount equal to the excess, if any, as reasonably determined by such Lender, of (i) its cost of obtaining the funds for the Loan being paid, prepaid, converted into, Eurodollar Advances in accordance with the Continuation/Conversion Notice therefor; or
or not borrowed (d) any assignment by an SPC of its interest in any Advance to its Liquidity Provider at a time when Commercial Paper Notes funding such interest is outstanding; then the Borrower shall, based on the Distribution Date occurring in applicable Eurodollar Rate), for the calendar month following its receipt of written notice thereof period from the Lenderdate of such payment, pay directly prepayment, conversion or failure to borrow, convert or continue to the Lender such amount as will (in the reasonable determination last day of the Lender) reimburse the Lender or such SPC, as applicable, Interest Period for such loss or expense. Such written notice Loan (which shall include calculations in reasonable detail) shallor, in the absence case of a failure to borrow, the Interest Period for such Loan which would have commenced on the date of such failure to borrow, convert or continue) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid, converted or not borrowed, converted or continued for such period or Interest Period, as the case may be. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 3.05 shall be delivered to the Borrower and shall be conclusive absent manifest error, be conclusive and binding on the Borrower. Such amounts to be paid by the Borrower shall constitute "Carrying Charges" within the meaning of the Base Indenture and "Series 2000-1 Carrying Charges" within the meaning of the Series 2000-1 Supplement.
Appears in 1 contract
Samples: Revolving Credit Agreement (Worthington Industries Inc)
Funding Losses. In the event the any Lender or any SPC shall incur any loss or expense (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the such Lender to make, continue or maintain any portion of the principal amount of any Advance Loan as, or to convert any portion of the principal amount of any Advance Loan into, a Eurodollar AdvanceRate Loan) as a result of:
(a) any conversion or repayment or prepayment of the principal amount of any Eurodollar Advances Rate Loans on a date other than the scheduled last day of the Interest Period applicable thereto, whether pursuant to Section 2.7 2.8 or otherwise, or the compulsory assignment of a Eurodollar Rate Loan of a Non-Consenting Lender pursuant to Section 9.1;
(b) any Advances not being made as conversion of all or any portion of the outstanding principal amount of any Eurodollar Advances in accordance with Rate Loans to Base Rate Loans prior to the Borrowing Request thereforexpiration of the Interest Period then applicable thereto;
(c) any Advances Loans not being made as Eurodollar Rate Loans in accordance with the Notice of Borrowing therefor (except in the event of a revocation of a Notice of Borrowing pursuant to Section 2.9.4 (b)); or
(d) any Loans not being continued as, or converted into, Eurodollar Advances Rate Loans in accordance with the Continuation/Conversion Notice given therefor; or
(d) any assignment , then, upon the request by an SPC the Administrative Agent on behalf of its interest such Lender in any Advance the form of a certificate as to its Liquidity Provider at such amounts, showing a time when Commercial Paper Notes funding calculation of such interest is outstanding; then amounts in reasonable detail, submitted to the Borrower shall, on and the Distribution Date occurring in the calendar month following its receipt of written notice thereof from the Administrative Agent by such Lender, which shall be presumptive evidence of such amounts (which request the Administrative Agent hereby agrees to deliver), the Borrower shall pay directly to the Administrative Agent for the account of such Lender such amount as will (in the reasonable determination of the such Lender) reimburse the such Lender or such SPC, as applicable, for such loss or expense. Such written notice (which shall include calculations in reasonable detail) shall, in the absence Solely for purposes of manifest error, be conclusive and binding on the Borrower. Such calculating amounts to be paid payable by the Borrower to such Lenders under this Section 2.11, each Eurodollar Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall constitute "Carrying Charges" within be conclusively deemed to have been funded at the meaning rate used in determining the IBO Rate for such Eurodollar Rate Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan is in fact so funded. Any claim by a Lender for reimbursement under this Section 2.11 shall be set forth in a certificate delivered by such Lender to the Borrower and the Administrative Agent showing in reasonable detail the basis for such calculation and shall be presumptive evidence of such amounts. The agreements and obligations of the Base Indenture Borrower in this Section 2.11 shall survive the payment of all other Obligations.
(e) If the Borrower is required to pay additional amounts to any Lender or the Administrative Agent pursuant to Section 2.11, then such Lender shall use its reasonable best efforts (consistent with legal and "Series 2000-1 Carrying Charges" within regulatory restrictions) to take such actions (including, if applicable, to change the meaning jurisdiction of its Applicable Lending Office) so as to minimize any such additional payment by the Series 2000-1 SupplementBorrower which may thereafter accrue if such change in the judgment of such Lender is not otherwise disadvantageous to such Lender.
Appears in 1 contract
Funding Losses. In The Company will indemnify the event the Lender or any SPC shall incur Bank upon demand against any loss or expense which the Bank may sustain or incur (including including, without limitation, any loss or expense sustained or incurred by reason of the liquidation in obtaining, liquidating or reemployment of employing deposits or other funds acquired by to effect, fund or maintain any Loan) as a consequence of (i) any failure of the Lender Company to makemake any payment when due of any amount due hereunder or under the Note, (ii) any failure of the Company to borrow, continue or maintain any portion of the principal amount of any Advance asconvert a Loan on a date specified therefor in a notice thereof, or to convert any portion of the principal amount of any Advance into, a Eurodollar Advance) as a result of
(aiii) any payment (including, without limitation, any payment pursuant to Section 5.3 or Section 10.2), prepayment or conversion or repayment or prepayment of the principal amount of any Eurodollar Advances Loan on a date other than the scheduled last day of the Interest Period for such Loan. In the case of a Eurodollar Loan, such loss or expense shall include an amount equal to the present value of the excess, if any, as reasonably determined by the Bank, of (a) the amount of interest that would have accrued on the principal amount so paid, prepaid or converted or not borrowed, continued or converted for the period from the date of such payment, prepayment or conversion or failure to borrow, continue or convert (such date being hereinafter referred to as the "Breakage Date") to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, continue or convert, the Interest Period for such Loan that would have commenced on the date of such failure) at the rate of interest applicable thereto, whether pursuant to Section 2.7 or otherwise;
such Loan under the terms of this Agreement over (b) any Advances not being made as Eurodollar Advances in accordance with the Borrowing Request therefor;
(c) any Advances not being continued asamount of interest that the Bank would have earned had it invested the entire amount of funds so paid, prepaid or converted intoor the entire amount of funds acquired to effect, Eurodollar Advances fund or maintain the Loan not borrowed, continued or converted, as the case may be, in accordance U.S. Government Treasury Securities with the Continuation/Conversion Notice therefor; or
(d) any assignment a maturity comparable to such period or Interest Period. The present value of such excess shall be calculated by an SPC of its interest in any Advance to its Liquidity Provider at a time when Commercial Paper Notes funding discounting such interest is outstanding; then the Borrower shall, on the Distribution Date occurring in the calendar month following its receipt of written notice thereof from the Lender, pay directly excess to the Lender Breakage Date at the interest rate expressly borne by such amount as will (in U.S. Government Treasury Securities or, if none, the reasonable determination effective interest rate on such Securities. Determinations by the Bank for purposes of this Section 2.6 of the Lender) reimburse amount required to indemnify the Lender or such SPC, as applicable, for Bank against any such loss or expense. Such written notice (which expense shall include calculations in reasonable detail) shall, be conclusive in the absence of manifest error, be conclusive and binding on the Borrower. Such amounts to be paid by the Borrower shall constitute "Carrying Charges" within the meaning of the Base Indenture and "Series 2000-1 Carrying Charges" within the meaning of the Series 2000-1 Supplement.
Appears in 1 contract
Samples: Revolving Credit Agreement (Executone Information Systems Inc)
Funding Losses. In the event the The Borrowers shall reimburse each Lender or any SPC shall incur and hold each Lender harmless from any loss or expense which such Lender may sustain or incur as a consequence of: (a) the failure of the Borrowers to borrow a Term SOFR Loan, Daily SOFR Loan, BA EquivalentTerm XXXXX Loan, EURIBOR Loan or Bank Bill Rate Loan after any Borrower has given (or is deemed to have given) a Notice of Borrowing; (b) the failure of the Borrowers to continue a Term SOFR Loan, BA EquivalentTerm XXXXX Loan, EURIBOR Loan or Bank Bill Rate Loan or convert a Loan into a Term SOFR Loan, Daily SOFR Loan,BA Equivalent Term XXXXX Loan, EURIBOR Loan or Bank Bill Rate Loan after any Borrower has given (or is deemed to have given) a Notice of Continuation/Conversion; or (c) the prepayment or other payment (including after acceleration thereof) of any Term SOFR Loans, BA EquivalentTerm XXXXX Loans, EURIBOR Loans or Bank Bill Rate Loans on a day that is not the last day of the relevant Interest Period or BA EquivalentTerm XXXXX Interest Period (including any payment in respect thereof pursuant to Section 5.9), including any loss or expense incurred by reason of arising from the liquidation or reemployment of funds obtained by it to maintain its Term SOFR Loans, Daily SOFR Loans, BA EquivalentTerm XXXXX Loans, EURIBOR Loans or Bank Bill Rate Loans or from fees payable to terminate the deposits or other from which such funds acquired were obtained. The Borrowers shall also pay any customary administrative fees charged by the any Lender to make, continue or maintain any portion of the principal amount of any Advance as, or to convert any portion of the principal amount of any Advance into, a Eurodollar Advance) as a result of
(a) any conversion or repayment or prepayment of the principal amount of any Eurodollar Advances on a date other than the scheduled last day of the Interest Period applicable thereto, whether pursuant to Section 2.7 or otherwise;
(b) any Advances not being made as Eurodollar Advances in accordance connection with the Borrowing Request therefor;
(c) any Advances not being continued as, or converted into, Eurodollar Advances in accordance with the Continuation/Conversion Notice therefor; or
(d) any assignment by an SPC of its interest in any Advance to its Liquidity Provider at a time when Commercial Paper Notes funding such interest is outstanding; then the Borrower shall, on the Distribution Date occurring in the calendar month following its receipt of written notice thereof from the Lender, pay directly to the Lender such amount as will (in the reasonable determination of the Lender) reimburse the Lender or such SPC, as applicable, for such loss or expense. Such written notice (which shall include calculations in reasonable detail) shall, in the absence of manifest error, be conclusive and binding on the Borrower. Such amounts to be paid by the Borrower shall constitute "Carrying Charges" within the meaning of the Base Indenture and "Series 2000-1 Carrying Charges" within the meaning of the Series 2000-1 Supplementforegoing.
Appears in 1 contract
Samples: Credit Agreement (United Rentals North America Inc)
Funding Losses. In the event the Borrower agrees to indemnify each Lender, promptly after receipt of a written request therefor, and to hold each Lender or any SPC shall incur harmless from, any loss or expense (including any loss that such Lender may sustain or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Lender to make, continue or maintain any portion of the principal amount of any Advance as, or to convert any portion of the principal amount of any Advance into, a Eurodollar Advance) incur as a result of
consequence of (a) default by Borrower in making a borrowing of, conversion into or continuation of Eurodollar Loans after Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, (b) default by Borrower in making any conversion or repayment or prepayment of or conversion from Eurodollar Loans after Borrower has given a notice thereof in accordance with the principal amount provisions of any this Agreement, (c) the making of a prepayment of a Eurodollar Advances Loan on a date other than day that is not the scheduled last day of the an Interest Period applicable thereto, whether pursuant to Section 2.7 or otherwise;
(b) any Advances not being made as Eurodollar Advances in accordance with the Borrowing Request therefor;
(c) any Advances not being continued as, or converted into, Eurodollar Advances in accordance with the Continuation/Conversion Notice therefor; or
(d) any assignment by conversion of a Eurodollar Loan to a Base Rate Loan pursuant to Section 3.4 hereof on a day that is not the last day of an SPC Interest Period applicable thereto. Such indemnification shall be in an amount equal to the excess, if any, of its (i) the amount of interest in any Advance to its Liquidity Provider at a time when Commercial Paper Notes funding such interest is outstanding; then the Borrower shall, that would have accrued on the Distribution Date occurring in amounts so prepaid, or not so borrowed, converted or continued, for the calendar month following its receipt of written notice thereof period from the Lenderdate of such prepayment or of such failure to borrow, pay directly convert or continue to the Lender last day of such amount as will Interest Period (in the reasonable determination of the Lender) reimburse the Lender or such SPC, as applicable, for such loss or expense. Such written notice (which shall include calculations in reasonable detail) shallor, in the absence case of a failure to borrow, convert or continue, the Interest Period that would have commenced on the date of such failure) at the applicable rate of interest for such Loans provided for herein (excluding, however, the Applicable Margin included therein, if any) over (ii) the amount of interest (as reasonably determined by such Lender) that would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the appropriate London interbank market, along with any administration fee charged by such Lender. A certificate as to any amounts payable pursuant to this Section 3.3 submitted to Borrower (with a copy to Agent) by any Lender shall be conclusive absent manifest error, be conclusive . The obligations of Borrower pursuant to this Section 3.3 shall survive the termination of this Agreement and binding on the Borrower. Such amounts to be paid by the Borrower shall constitute "Carrying Charges" within the meaning payment of the Base Indenture Loans and "Series 2000-1 Carrying Charges" within the meaning of the Series 2000-1 Supplementall other amounts payable hereunder.
Appears in 1 contract
Funding Losses. In the event the Borrowers agree to indemnify Lender, promptly after receipt of a written request therefor, and to hold Lender or any SPC shall incur harmless from, any loss or expense (including any loss that Lender may sustain or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Lender to make, continue or maintain any portion of the principal amount of any Advance as, or to convert any portion of the principal amount of any Advance into, a Eurodollar Advance) incur as a result of
consequence of (a) default by a Borrower in making a borrowing of, conversion into or continuation of Eurodollar Loans after such Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, (b) default by a Borrower in making any conversion or repayment or prepayment of or conversion from Eurodollar Loans after such Borrower has given a notice thereof in accordance with the principal amount provisions of any this Agreement, (c) the making of a prepayment of a Eurodollar Advances Loan on a date other than day that is not the scheduled last day of an Interest Period applicable thereto or (d) any conversion of a Eurodollar Loan to a Base Rate Loan on a day that is not the last day of an Interest Period applicable thereto. Such indemnification shall be in an amount equal to the excess, whether pursuant to Section 2.7 or otherwise;
if any, of (bi) any Advances not being made as Eurodollar Advances in accordance with the Borrowing Request therefor;
(c) any Advances not being continued asamount of interest that would have accrued on the amounts so prepaid, or not so borrowed, converted intoor continued, Eurodollar Advances in accordance with for the Continuation/Conversion Notice therefor; or
(d) any assignment by an SPC of its interest in any Advance to its Liquidity Provider at a time when Commercial Paper Notes funding such interest is outstanding; then the Borrower shall, on the Distribution Date occurring in the calendar month following its receipt of written notice thereof period from the Lenderdate of such prepayment or of such failure to borrow, pay directly convert or continue to the Lender last day of such amount as will Interest Period (in the reasonable determination of the Lender) reimburse the Lender or such SPC, as applicable, for such loss or expense. Such written notice (which shall include calculations in reasonable detail) shallor, in the absence case of a failure to borrow, convert or continue, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Loans provided for herein over (ii) the amount of interest (as determined by Lender) that would have accrued to Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the appropriate London interbank market, along with any administration fee charged by Lender. A certificate as to any amounts payable pursuant to this Section 3.3 submitted to Administrative Borrower by Lender shall be conclusive absent manifest error, be conclusive . The obligations of Borrowers pursuant to this Section 3.3 shall survive the termination of this Agreement and binding on the Borrower. Such amounts to be paid by the Borrower shall constitute "Carrying Charges" within the meaning payment of the Base Indenture Loans and "Series 2000-1 Carrying Charges" within the meaning of the Series 2000-1 Supplementall other amounts payable hereunder.
Appears in 1 contract
Funding Losses. In the event the Borrower agrees to indemnify each Lender, promptly after receipt of a written request therefor, and to hold each Lender or any SPC shall incur harmless from, any loss or expense (including any loss that such Lender may sustain or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Lender to make, continue or maintain any portion of the principal amount of any Advance as, or to convert any portion of the principal amount of any Advance into, a Eurodollar Advance) incur as a result of
consequence of (a) default by Borrower in making a borrowing of, conversion into or continuation of Eurodollar Loans after Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, (b) default by Borrower in making any conversion or repayment or prepayment of or conversion from Eurodollar Loans after Borrower has given a notice thereof in accordance with the principal amount provisions of any this Agreement, (c) the making of a prepayment of a Eurodollar Advances Loan on a date other than day that is not the scheduled last day of the an Interest Period applicable thereto, whether pursuant to Section 2.7 or otherwise;
(b) any Advances not being made as Eurodollar Advances in accordance with the Borrowing Request therefor;
(c) any Advances not being continued as, or converted into, Eurodollar Advances in accordance with the Continuation/Conversion Notice therefor; or
(d) any assignment by conversion of a Eurodollar Loan to a Base Rate Loan on a day that is not the last day of an SPC Interest Period applicable thereto. Such indemnification shall be in an amount equal to the excess, if any, of its (i) the amount of interest in any Advance to its Liquidity Provider at a time when Commercial Paper Notes funding such interest is outstanding; then the Borrower shall, that would have accrued on the Distribution Date occurring in amounts so prepaid, or not so borrowed, converted or continued, for the calendar month following its receipt of written notice thereof period from the Lenderdate of such prepayment or of such failure to borrow, pay directly convert or continue to the Lender last day of such amount as will Interest Period (in the reasonable determination of the Lender) reimburse the Lender or such SPC, as applicable, for such loss or expense. Such written notice (which shall include calculations in reasonable detail) shallor, in the absence case of a failure to borrow, convert or continue, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Loans provided for herein (excluding, however, the Applicable Margin included therein, if any) over (ii) the amount of interest (as reasonably determined by such Lender) that would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the appropriate London interbank market. A certificate as to any amounts payable pursuant to this Section 3.3 submitted to Borrower (with a copy to Agent) by any Lender shall be conclusive absent manifest error, be conclusive . The obligations of Borrower pursuant to this Section 3.3 shall survive the termination of this Agreement and binding on the Borrower. Such amounts to be paid by the Borrower shall constitute "Carrying Charges" within the meaning payment of the Base Indenture Loans and "Series 2000-1 Carrying Charges" within the meaning of the Series 2000-1 Supplementall other amounts payable hereunder.
Appears in 1 contract
Samples: Credit Agreement (Bea Systems Inc)
Funding Losses. In the event the Without duplication of other provisions contained herein, Borrower shall indemnify each Lender or any SPC shall incur against any loss (excluding loss of anticipated profits) or reasonable expense (including any loss which such Lender may sustain or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Lender to make, continue or maintain any portion of the principal amount of any Advance as, or to convert any portion of the principal amount of any Advance into, a Eurodollar Advance) incur as a result of
consequence of (a) any failure by Borrower to fulfill on the Borrowing Date for any Borrowing hereunder the applicable conditions set forth in Article III, (b) any failure by Borrower to borrow hereunder after a Borrowing Request pursuant to this Article II has been given, (c) any failure by Borrower to convert or continue a Borrowing hereunder after a Notice of Conversion or Continuation pursuant to this Article II has been given, (d) any payment, prepayment, continuance, or conversion of a Eurodollar Rate Borrowing required or repayment permitted by any other provision of this Credit Agreement including, without limitation, payments made due to the acceleration of the maturity of the Obligations pursuant to Section 7.01, or otherwise made on a date other than the last day of the applicable Interest Period, or (e) any default in the payment or prepayment of the principal amount of any Eurodollar Advances Rate Borrowing or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, by notice of prepayment or otherwise) including, but not limited to, any loss or reasonable expense sustained or incurred or to be sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Lender's Commitment Percentage of any Eurodollar Rate Borrowing or any part thereof as a Eurodollar Rate Borrowing. Such loss or reasonable expense shall include, without limitation, an amount equal to the excess, if any, as reasonably determined by such Lender of (i) its cost of obtaining the funds for its Commitment Percentage of the Eurodollar Rate Borrowing being paid, prepaid or converted or not borrowed (based on a the Eurodollar Rate applicable thereto) for the period from the date other than of such payment, prepayment, continuance or conversion or failure to borrow to the scheduled last day of the Interest Period applicable theretofor such Eurodollar Rate Loan (or, whether in the case of a failure to borrow, the Interest Period for the Eurodollar Rate Loan, as the case may be, which would have commenced on the date of such failure to borrow) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid, continued or converted or not borrowed for such period or Interest Period, as the case may be, provided that such Lender will use its best efforts to reemploy funds in investments of similar quality. A certificate of such Lender signed by an officer setting forth in reasonable detail any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.7 or otherwise;
(b) 2.17 shall be delivered to Borrower, and Borrower shall pay to such Lender the amount shown as due on any Advances not being made as Eurodollar Advances in accordance with the Borrowing Request therefor;
(c) any Advances not being continued as, or converted into, Eurodollar Advances in accordance with the Continuation/Conversion Notice therefor; or
(d) any assignment by an SPC of its interest in any Advance to its Liquidity Provider at a time when Commercial Paper Notes funding such interest is outstanding; then the Borrower shall, on the Distribution Date occurring in the calendar month following certificate within 30 Business Days after its receipt of written notice thereof from the Lendersame. Notwithstanding the foregoing, pay directly in no event shall any Lender be permitted to receive any compensation hereunder constituting interest in excess of the Highest Lawful Rate. Without prejudice to the Lender such amount as will (survival of any other obligations of Borrower hereunder, the obligations of Borrower under this Section 2.17 shall survive the date of termination of this Credit Agreement and the payment in the reasonable determination full of the Lender) reimburse the Lender or such SPC, as applicable, Obligations for such loss or expense. Such written notice (which shall include calculations in reasonable detail) shall, in the absence a period of manifest error, be conclusive and binding on the Borrower. Such amounts to be paid by the Borrower shall constitute "Carrying Charges" within the meaning of the Base Indenture and "Series 2000-1 Carrying Charges" within the meaning of the Series 2000-1 Supplement60 days.
Appears in 1 contract
Samples: Revolving Credit Agreement (Barrett Resources Corp)
Funding Losses. In the event the Lender or If any SPC shall incur any loss or expense (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Lender to make, continue or maintain any portion of the principal amount of any Advance as, or to convert any portion of the principal amount of any Advance into, a Eurodollar Advance) as a result ofRegulatory Change: --------------
(a) shall subject the Lender to any conversion Tax determined by such Lender to be applicable to the Loan, to the Lender's obligation to make or repayment maintain the Loan, to this Agreement or prepayment the Note, or shall, in the determination of the Lender, change the basis of taxation of payments to the Lender of the principal amount of or interest on the Loan or of any Eurodollar Advances on a date other than the scheduled last day amounts payable under this Agreement in respect of the Interest Period applicable thereto, whether pursuant Loan or its obligation to Section 2.7 make or otherwise;maintain the Loan; or
(b) shall impose, increase, modify or deem applicable any Advances not being made as Eurodollar Advances in accordance Tax, reserve, insurance charge, special deposit, assessment or other requirement or condition against assets of, deposits with or to the Borrowing Request therefor;
(c) any Advances not being continued asaccount of, credit extended by, or converted intothe obligations of the Lender under this Agreement, Eurodollar Advances in accordance with the Continuation/Conversion Notice therefor; or
(d) any assignment by an SPC of its interest in any Advance to its Liquidity Provider at a time when Commercial Paper Notes funding such interest is outstanding; then the Borrower shall, or shall impose on the Distribution Date occurring Lender or on any relevant interbank market for U.S. Dollars, any condition; and the result of the foregoing, in the calendar month following its receipt determination of written notice thereof from the Lender, is to (x) reduce the amount of any sum received or receivable by the Lender with respect to the Loan or the return to be earned by the Lender on the Loan, (y) impose a cost on the Lender that is attributable to the making or maintaining of, or its commitment to make, the Loan, or (z) require the Lender to make any payment on, or calculated by reference to, the gross amount of any amount received by it hereunder or under the Loan, then, within 15 days after request by the Lender, the Debtor shall pay directly to the Lender such additional amount or amounts as the Lender determines will (in compensate the reasonable determination Lender for such reduction, increased cost or payment. The Lender will promptly notify the Debtor of any Regulatory Change of which it has knowledge that will entitle the Lender to compensation, but the failure to give such notice shall not affect the Lender) reimburse 's right to such compensation. The Lender agrees to take any reasonable action which the Lender or such SPC, as applicable, for such loss or expense. Such written notice (which shall include calculations in reasonable detail) shalldetermines, in its discretion, may be available without cost or expense to the absence Lender in order to eliminate or mitigate the effect of manifest error, be conclusive and binding on the Borrower. Such amounts to be paid by the Borrower shall constitute "Carrying Charges" within the meaning of the Base Indenture and "Series 2000-1 Carrying Charges" within the meaning of the Series 2000-1 Supplementsuch Regulatory Change.
Appears in 1 contract
Samples: Loan and Security Agreement (Cold Metal Products Inc)
Funding Losses. In the event the The Borrowers shall indemnify, jointly and severally, each Lender or any SPC shall incur against any loss or reasonable expense (including any loss of anticipated profits) which such Lender may sustain or expense incurred incur as a consequence of (i) any failure by reason any Borrower to fulfill on the date of any Borrowing hereunder the applicable conditions set forth in Article IV, so long as any such failure is not solely due to the failure of the liquidation Agent or reemployment of deposits or other funds acquired any Lender to comply with its obligations hereunder in all material respects, (ii) any failure by the Borrower to borrow or to refinance, convert or continue any Loan hereunder after irrevocable notice of such Borrowing, refinancing, conversion or continuation has been given pursuant to Section 2.02 or 2.06, so long as any such failure is not solely due to the failure of the Agent or any Lender to makecomply with its obligations hereunder in all material respects, continue or maintain any portion of the principal amount of any Advance as, or to convert any portion of the principal amount of any Advance into, a Eurodollar Advance) as a result of
(aiii) any payment, prepayment or conversion of a Eurocurrency Loan, whether voluntary or repayment involuntary, pursuant to any other provision of this Agreement or prepayment of the principal amount of any Eurodollar Advances otherwise made on a date other than the scheduled last day of the Interest Period applicable thereto, whether so long as any such payment, prepayment or conversion is not solely due to the failure of the Agent or any Lender to comply with its obligations hereunder in all material respects, (iv) any default in payment or prepayment of the principal amount of any Loan or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, by irrevocable notice of prepayment or otherwise), (v) any redenomination of a Eurocurrency Loan denominated in an Alternative Currency to a Base Rate Loan in Dollars pursuant to Section 2.7 2.06(f) by reason of any difference between the applicable Exchange Rate used to effect such redenomination hereunder and the actual exchange rate used by such Lender to effect such redenomination on its books at or otherwise;
(b) any Advances not being made as Eurodollar Advances in accordance with about the Borrowing Request therefor;
(c) any Advances not being continued astime it receives notice of such redenomination hereunder, or (vi) the occurrence of any Event of Default, including, in each such case, any loss or reasonable expense sustained or incurred or to be sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Loan or any part thereof as a Eurocurrency Loan. Such loss or reasonable expense shall include an amount equal to the excess, if any, as reasonably determined by such Lender, of (i) its cost of obtaining the funds for the Loan being paid, prepaid, converted into, Eurodollar Advances in accordance with the Continuation/Conversion Notice therefor; or
or not borrowed (d) any assignment by an SPC of its interest in any Advance to its Liquidity Provider at a time when Commercial Paper Notes funding such interest is outstanding; then the Borrower shall, based on the Distribution Date occurring in applicable Eurocurrency Rate), for the calendar month following its receipt of written notice thereof period from the Lenderdate of such payment, pay directly prepayment, conversion or failure to borrow, convert or continue to the Lender such amount as will (in the reasonable determination last day of the Lender) reimburse the Lender or such SPC, as applicable, Interest Period for such loss or expense. Such written notice Loan (which shall include calculations in reasonable detail) shallor, in the absence case of a failure to borrow, the Interest Period for such Loan which would have commenced on the date of such failure to borrow, convert or continue) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid, converted or not borrowed, converted or continued for such period or Interest Period, as the case may be. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section shall be delivered to Xxxxxxxxx and shall be conclusive absent manifest error, be conclusive and binding on the Borrower. Such amounts to be paid by the Borrower shall constitute "Carrying Charges" within the meaning of the Base Indenture and "Series 2000-1 Carrying Charges" within the meaning of the Series 2000-1 Supplement.
Appears in 1 contract
Samples: 364 Day Revolving Credit Agreement (Carpenter Technology Corp)
Funding Losses. In the event the Lender or any SPC shall incur any loss or expense (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Lender to make, continue or maintain any portion of the principal amount of any Advance as, or to convert any portion of the principal amount of any Advance into, a Eurodollar Advance) as a result of
If (a) any conversion Eurodollar Rate Advance is repaid or repayment or prepayment of the principal amount of converted into a Base Rate Advance on any Eurodollar Advances on a date day other than the scheduled last day of the relevant Interest Period applicable thereto(whether as a result of any optional prepayment, whether pursuant to Section 2.7 mandatory prepayment, payment upon acceleration, mandatory conversion or otherwise;
), (b) Borrower fails to borrow, continue or convert any Advances not being made as Eurodollar Advances Rate Advance in accordance with a Notice of Borrowing, a Notice of Continuance/Conversion or a telephonic request delivered to the Borrowing Request therefor;
Agent whether as a result of the failure to satisfy any applicable conditions or otherwise); or (c) Borrower fails to make any Advances not being continued as, or converted into, prepayment of a Eurodollar Advances Rate Advance in accordance with any notice of prepayment delivered to the Continuation/Conversion Notice therefor; or
(d) any assignment by an SPC of its interest in any Advance to its Liquidity Provider at a time when Commercial Paper Notes funding such interest is outstanding; Agent, then the Borrower shall, on upon demand by the Distribution Date occurring in Agent, reimburse the calendar month following its receipt of written notice thereof from Agent (for the Lender, pay directly to the Lender such amount as will (in the reasonable determination ratable benefit of the LenderLenders) reimburse for all reasonable costs and losses incurred by the Lender Lenders as a result of such repayment, prepayment or such SPCfailure ("Breakage Costs"), including reasonable costs and losses incurred by the Lenders as applicablea result of funding arrangements or contracts entered into by the Lenders to fund Eurodollar Rate Advances. Breakage Costs shall be payable only if demanded within ninety (90) days after the end of the applicable Interest Period and shall be due within thirty (30) days after demand. Demand shall be made by delivery to Borrower of a certificate of the Agent, for such loss or expense. Such written notice (which shall include calculations setting forth in reasonable detail) detail the calculation of the Breakage Costs for which demand is made, and such certificate shall, in the absence of manifest error, be conclusive and binding on the Borrower. Such The calculation of any amounts payable to the Lenders shall be paid by made as though the Borrower Lenders shall constitute "Carrying Charges" within have actually funded or committed to fund the meaning relevant Eurodollar Rate Advance through the purchase of an underlying deposit in an amount equal to such Eurodollar Rate Advance, and having a maturity comparable to the relevant Interest Period; provided, however, that each Lender may fund any Eurodollar Rate Advance in any manner it deems fit, and the foregoing assumptions shall be utilized only for the purpose of the Base Indenture and "Series 2000-1 Carrying Charges" within the meaning calculation of the Series 2000-1 Supplementamounts payable under this paragraph.
Appears in 1 contract
Funding Losses. In the event the The Borrower agrees to reimburse each Lender or any SPC shall incur and to hold each Lender harmless from any loss or expense (including other than any loss anticipated lost profits) which such Lender may sustain or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Lender to make, continue or maintain any portion of the principal amount of any Advance as, or to convert any portion of the principal amount of any Advance into, a Eurodollar Advance) incur as a result consequence of:
(a) the failure of the Borrower to make any conversion payment or repayment or mandatory prepayment of the principal amount of any Eurodollar Advances LIBOR Rate Loan (including payments made after any acceleration thereof);
(b) the failure of the Borrower to borrow, continue or convert a Term Loan after the Borrower has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation;
(c) the failure of the Borrower to make any prepayment after the Borrower has given a notice in accordance with Section 1.6;
(d) the prepayment (including pursuant to Section 1.7) of a LIBOR Rate Loan on a date other than day which is not the scheduled last day of the Interest Period applicable with respect thereto, whether pursuant to Section 2.7 or otherwise;
(b) any Advances not being made as Eurodollar Advances in accordance with the Borrowing Request therefor;
(c) any Advances not being continued as, or converted into, Eurodollar Advances in accordance with the Continuation/Conversion Notice therefor; or
(de) the conversion pursuant to Section 1.5 of any assignment by an SPC of its interest in any Advance LIBOR Rate Loan to its Liquidity Provider at a time when Commercial Paper Notes funding such interest Base Rate Loan on a day that is outstanding; then not the Borrower shall, on the Distribution Date occurring in the calendar month following its receipt of written notice thereof from the Lender, pay directly to the Lender such amount as will (in the reasonable determination last day of the Lender) reimburse the Lender or such SPC, as applicable, for applicable Interest Period; including any such loss or expenseexpense (other than any anticipated lost profits) arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained; provided that, with respect to the expenses described in clauses (d) and (e) above, such Lender shall have notified Agent of any such expense within two (2) Business Days of the date on which such expense was incurred; provided, however, that the Borrower shall not be required to compensate any Lender pursuant to this Section 10.4 for any amounts incurred more than six (6) months prior to the date such Lender notifies the Borrower of such Lender’s intention to claim compensation therefor. Such written notice (which shall include calculations in reasonable detail) shall, in the absence Solely for purposes of manifest error, be conclusive and binding on the Borrower. Such calculating amounts to be paid payable by the Borrower to the Lenders under this Section 10.4 and under subsection 10.3(a): each LIBOR Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall constitute "Carrying Charges" within be conclusively deemed to have been funded at the meaning of LIBOR used in determining the Base Indenture interest rate for such LIBOR Rate Loan by a matching deposit or other borrowing in the interbank Eurodollar market for a comparable amount and "Series 2000-1 Carrying Charges" within the meaning of the Series 2000-1 Supplementfor a comparable period, whether or not such LIBOR Rate Loan is in fact so funded.
Appears in 1 contract
Funding Losses. In the event the Lender or any SPC The Borrower shall incur indemnify each Protected Party against any loss or reasonable expense (including but excluding in any event loss of anticipated profit) which such Protected Party may sustain or expense incurred incur as a consequence of (i) any failure by reason the Borrower to fulfill on the date of any Borrowing hereunder the applicable conditions set forth in Article IV, so long as any such failure is not solely due to the failure of the liquidation Agent or reemployment of deposits or other funds acquired any Lender to comply with its obligations hereunder in all material respects, (ii) any failure by the Borrower to borrow or to refinance any Loan hereunder after irrevocable notice of such Borrowing, or refinancing has been given pursuant to Section 2.02 or 2.07, so long as any such failure is not solely due to the failure of the Agent or any Lender to make, continue comply with its obligations hereunder in all material respects or maintain any portion of the principal amount of any Advance as, or to convert any portion of the principal amount of any Advance into, a Eurodollar Advance) as a result of
(aiii) any conversion or repayment payment or prepayment of the principal amount a Loan, whether voluntary or involuntary, pursuant to any other provision of any Eurodollar Advances this Agreement or otherwise made on a date other than the scheduled last day of the Interest Period applicable thereto, whether pursuant to Section 2.7 so long as any such payment, prepayment or otherwise;
(b) any Advances conversion is not being made as Eurodollar Advances in accordance with the Borrowing Request therefor;
(c) any Advances not being continued as, or converted into, Eurodollar Advances in accordance with the Continuation/Conversion Notice therefor; or
(d) any assignment by an SPC of its interest in any Advance to its Liquidity Provider at a time when Commercial Paper Notes funding such interest is outstanding; then the Borrower shall, on the Distribution Date occurring in the calendar month following its receipt of written notice thereof from the Lender, pay directly solely due to the Lender such amount as will (in the reasonable determination failure of the Lender) reimburse the Agent or any Lender or such SPC, as applicable, for to comply with its obligations hereunder in all material respects (each such loss or expense, a “Funding Loss”). Such written notice (which Funding Losses shall be determined by each Protected Party in its sole discretion and shall include calculations in reasonable detailan amount equal to the excess, if any, as reasonably determined by such Protected Party, of (i) shallits cost of obtaining the funds for the Loan being paid, prepaid or not borrowed (based on the applicable London Interbank Offered Rate), for the period from the date of such payment, prepayment or failure to borrow to the last day of the then applicable Interest Period (or, in the absence case of a failure to borrow, the Interest Period for such Loan which would have been applicable to such Loan on the date of such failure to borrow) over (ii) the amount of interest (as reasonably determined by such Protected Party) that would be realized by such Protected Party in reemploying the funds so paid, prepaid or not borrowed or continued for such period or Interest Period, as the case may be. A certificate of any Protected Party setting forth any amount or amounts which such Protected Party is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive absent manifest error, be conclusive and binding on the Borrower. Such amounts to be paid by the Borrower shall constitute "Carrying Charges" within the meaning of the Base Indenture and "Series 2000-1 Carrying Charges" within the meaning of the Series 2000-1 Supplement.
Appears in 1 contract
Funding Losses. In the event the Borrowers agree to indemnify each Lender, promptly after receipt of a written, reasonably detailed certification and request therefor, and to hold each Lender or any SPC shall incur harmless from, any loss or expense (including any loss that such Lender may sustain or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Lender to make, continue or maintain any portion of the principal amount of any Advance as, or to convert any portion of the principal amount of any Advance into, a Eurodollar Advance) incur as a result of
consequence of (a) default by a Borrower in making a borrowing of, conversion into or continuation of Eurodollar Loans after such Borrower has given a notice (including a written or verbal notice that is subsequently revoked) requesting the same in accordance with the provisions of this Agreement, (b) default by a Borrower in making any conversion or repayment or prepayment of or conversion from Eurodollar Loans after such Borrower has given a notice (including a written or verbal notice that is subsequently revoked) thereof in accordance with the principal amount provisions of any this Agreement, (c) the making of a prepayment of a Eurodollar Advances Loan on a date other than day that is not the scheduled last day of the an Interest Period applicable thereto, whether pursuant to Section 2.7 or otherwise;
(b) any Advances not being made as Eurodollar Advances in accordance with the Borrowing Request therefor;
(c) any Advances not being continued as, or converted into, Eurodollar Advances in accordance with the Continuation/Conversion Notice therefor; or
(d) any conversion of a Eurodollar Loan to a Base Rate Loan on a day that is not the last day of an Interest Period applicable thereto, or (e) any compulsory assignment by of such Lender’s interests, rights and obligations under this Agreement pursuant to Section 11.3(d) or 11.12 hereof. Such indemnification shall be in an SPC amount equal to the excess, if any, of its (i) the amount of interest in any Advance to its Liquidity Provider at a time when Commercial Paper Notes funding such interest is outstanding; then the Borrower shall, that would have accrued on the Distribution Date occurring in amounts so prepaid, or not so borrowed, converted or continued, for the calendar month following its receipt of written notice thereof period from the Lenderdate of such prepayment or of such failure to borrow, pay directly convert or continue to the Lender last day of such amount as will Interest Period (in the reasonable determination of the Lender) reimburse the Lender or such SPC, as applicable, for such loss or expense. Such written notice (which shall include calculations in reasonable detail) shallor, in the absence case of a failure to borrow, convert or continue, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Loans provided for herein (excluding the Applicable Margin included therein, if any) over (ii) the amount of interest (as reasonably determined by such Lender) that would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the appropriate London interbank market, along with any administration fee charged by such Lender. A certificate as to any amounts payable pursuant to this Section 3.3 submitted to Administrative Borrower (with a copy to Agent) by any Lender shall be conclusive absent manifest error, be conclusive . The obligations of Borrowers pursuant to this Section 3.3 shall survive the termination of this Agreement and binding on the Borrower. Such amounts to be paid by the Borrower shall constitute "Carrying Charges" within the meaning payment of the Base Indenture Loans and "Series 2000-1 Carrying Charges" all other amounts payable hereunder. Notwithstanding the foregoing, no Lender shall be entitled to any indemnification or reimbursement pursuant to this Section 3.3 to the extent such Lender has not made demand therefore (as set forth above) within two hundred seventy (270) days after the meaning occurrence of the Series 2000-1 Supplementevent giving rise to such entitlement or, if later, such Lender having knowledge of such event.
Appears in 1 contract
Funding Losses. In the event the any Lender or any SPC shall incur any loss or expense (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the such Lender to make, continue or maintain any portion of the principal amount of any Advance Loan as, or or, if applicable, to convert any portion of the principal amount of any Advance Loan into, a Bid Loan based upon the Eurodollar AdvanceRate or a Eurodollar Committed Loan) as a result of
(a) any conversion or repayment or prepayment of the principal amount of any Bid Loans or Eurodollar Advances Committed Loans on a date other than the scheduled last day of the Interest Period applicable thereto, whether pursuant to Section 2.7 SECTION 3.1 or otherwise;
(b) any Advances Loans not being made as Eurodollar Advances in accordance with the Borrowing Request therefor;; or
(c) any Advances Loans not being continued as, or converted into, Eurodollar Advances Committed Loans in accordance with the Continuation/Conversion Notice therefor; or
, then, upon the written notice of such Lender to each Borrower (d) any assignment by an SPC of its interest in any Advance with a copy to its Liquidity Provider at a time when Commercial Paper Notes funding the Administrative Agent), which notice shall set forth the basis for requesting such interest is outstanding; then the reimbursement, such Borrower shall, on the Distribution Date occurring in the calendar month following within five Business Days of its receipt of written notice thereof from the Lenderthereof, pay directly to the such Lender such amount as will (in the reasonable determination of the such Lender) reimburse the such Lender or such SPC, as applicable, for such loss or expenseexpense incurred with respect to Loans to such Borrower. Such written notice (which shall include calculations in reasonable detail) shall, in the absence of manifest error, be conclusive and binding on the such Borrower. Such amounts to be paid by the Borrower shall constitute "Carrying Charges" within the meaning of the Base Indenture and "Series 2000-1 Carrying Charges" within the meaning of the Series 2000-1 Supplement.
Appears in 1 contract
Funding Losses. In the event the Lender or any SPC shall incur The Borrowers agree to reimburse each Bank and to hold each Bank harmless from any loss or expense (including any loss which such Bank may sustain or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Lender to make, continue or maintain any portion of the principal amount of any Advance as, or to convert any portion of the principal amount of any Advance into, a Eurodollar Advance) incur as a result consequence of:
(a) the failure of the Borrowers to make any conversion payment or repayment or mandatory prepayment of the principal amount of any Eurodollar Advances LIBO Rate Advance (including payments made after any acceleration thereof);
(b) the failure of the Borrowers to borrow, continue or convert an Advance after the Borrowers have given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation;
(c) the failure of the Borrowers to make any prepayment after the Company, on behalf of the Borrowers, has given a notice in accordance with Section 2.08;
(d) the conversion pursuant to Section 2.03(e) or Section 2.06 of any LIBO Rate Advance to a Prime Rate Advance on a date other than day that is not the scheduled last day of the respective Interest Period;
(e) the termination or reduction in the Aggregate Commitment which is effective, with respect to a LIBO Rate Advance, on a day that is not the last day of the Interest Period applicable theretofor such LIBO Rate Advance, whether pursuant to as provided in Section 2.7 or otherwise;
(b) any Advances not being made as Eurodollar Advances in accordance with the Borrowing Request therefor;
(c) any Advances not being continued as, or converted into, Eurodollar Advances in accordance with the Continuation/Conversion Notice therefor2.07; or
(df) any assignment by an SPC the prepayment (including pursuant to Section 2.08) of its interest in any a LIBO Rate Advance to its Liquidity Provider at on a time when Commercial Paper Notes funding such interest day which is outstanding; then not the Borrower shall, on the Distribution Date occurring in the calendar month following its receipt of written notice thereof from the Lender, pay directly to the Lender such amount as will (in the reasonable determination last day of the Lender) reimburse the Lender or such SPC, as applicable, for Interest Period with respect thereto; including any such loss or expense. Such written notice expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBO Rate Advances hereunder or from fees payable to terminate the deposits from which such funds were obtained, such amount or amounts to include, without limitation, an amount equal to the excess, if any, of (i) the amount of interest which shall include calculations in reasonable detail) shallwould have accrued on the amount so prepaid, not prepaid, not paid, not borrowed, not continued or converted, or converted at the time of such action or failure to act for the period from the date of such action or failure to act to the last day of the then current Interest Period (or, in the absence case of manifest errora failure to borrow, be conclusive and binding continue or convert, the Interest Period which would have commenced on the Borrowerdate of such failure) at the LIBO Rate in effect for such Interest Period over (ii) the amount of -------------------------------------------------------------------------------- Page 44 -------------------------------------------------------------------------------- interest which would accrue to such Bank on such amount by placing such amount on deposit for a comparable period with leading banks in the London Interbank Market. Such Bank shall deliver to the Borrowers, through the Company, (with a copy to the Administrative Agent) a certificate setting forth in reasonable detail the amount of such loss, cost or expense and the basis therefor which shall be rebuttable presumptive evidence of the amount of such loss, cost or expense. Solely for purposes of calculating amounts to be paid payable by the Borrower Borrowers to the Banks under this Section 3.04 and under subsection 3.03(a), each LIBO Rate Advance made by a Bank (and each related reserve, special deposit or similar requirement) shall constitute "Carrying Charges" within be conclusively deemed to have been funded at the meaning of LIBO Rate plus the Base Indenture Applicable Margin for such LIBO Rate Advance by a matching deposit or other borrowing in the London Interbank Market for a comparable amount and "Series 2000-1 Carrying Charges" within the meaning of the Series 2000-1 Supplementfor a comparable period, whether or not such LIBO Rate Advance is in fact so funded.
Appears in 1 contract
Samples: Credit Agreement (Schuler Homes Inc)
Funding Losses. In US Borrowers (and the event the appropriate Foreign Borrower) agree to indemnify each Lender, promptly after receipt of a written request therefor, and to hold each Lender or harmless from, any SPC shall incur any properly documented loss or expense (including any loss that such Lender may sustain or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Lender to make, continue or maintain any portion of the principal amount of any Advance as, or to convert any portion of the principal amount of any Advance into, a Eurodollar Advance) incur as a result of
consequence of (a) default by a Borrower in making a borrowing of, conversion into or continuation of LIBOR Fixed Rate Loans after such Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, (b) default by a Borrower in making any conversion or repayment or prepayment of or conversion from LIBOR Fixed Rate Loans after such Borrower has given a notice thereof in accordance with the principal amount provisions of any Eurodollar Advances this Agreement, (c) the making of a prepayment of a LIBOR Fixed Rate Loan on a date other than day that is not the scheduled last day of the an Interest Period applicable thereto, whether pursuant to Section 2.7 or otherwise;
(b) any Advances not being made as Eurodollar Advances in accordance with the Borrowing Request therefor;
(c) any Advances not being continued as, or converted into, Eurodollar Advances in accordance with the Continuation/Conversion Notice therefor; or
(d) the making of a prepayment of a Swing Loan on a day that is not the Swing Loan Maturity Date applicable thereto, or (e) any assignment by conversion of a Eurodollar Loan to a Base Rate Loan on a day that is not the last day of an SPC Interest Period applicable thereto. Such indemnification shall be in an amount equal to the excess, if any, of its (i) the amount of interest in any Advance to its Liquidity Provider at a time when Commercial Paper Notes funding such interest is outstanding; then the Borrower shall, (with no premium or penalty thereon) that would have accrued on the Distribution Date occurring in amounts so prepaid, or not so borrowed, converted or continued, for the calendar month following its receipt of written notice thereof period from the Lenderdate of such prepayment or of such failure to borrow, pay directly convert or continue to the Lender last day of such amount as will Interest Period (in the reasonable determination of the Lender) reimburse the Lender or such SPC, as applicable, for such loss or expense. Such written notice (which shall include calculations in reasonable detail) shallor, in the absence case of manifest errora failure to borrow, be conclusive and binding convert or continue, the Interest Period that would have commenced on the date of such failure) or the applicable Swing Loan Maturity Date in each case at the applicable rate of interest for such Loans provided for herein (excluding, however, the Applicable Margin included therein, if any) over (ii) the amount of interest (as reasonably determined by such Lender (with no premium or penalty thereon)) that would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the appropriate London interbank market, along with any administration fee charged by such Lender. A certificate as to any amounts payable pursuant to this Section 3.3 submitted to Administrative Borrower. Such , together with a reasonably detailed calculation and description of such amounts (with a copy to Agent) by any Lender shall be paid by the Borrower shall constitute "Carrying Charges" within the meaning rebuttably presumptive evidence of the Base Indenture amount so payable. The obligations of Borrowers pursuant to this Section 3.3 shall survive the termination of this Agreement and "Series 2000-1 Carrying Charges" within the meaning payment of the Series 2000-1 SupplementLoans and all other amounts payable hereunder.
Appears in 1 contract
Samples: Credit Agreement (Agilysys Inc)
Funding Losses. In US Borrower (and the event the appropriate Foreign Borrower) agrees to indemnify each Lender, promptly after receipt of a written request therefor, and to hold each Lender or any SPC shall incur harmless from, any loss or expense (including any loss that such Lender may sustain or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Lender to make, continue or maintain any portion of the principal amount of any Advance as, or to convert any portion of the principal amount of any Advance into, a Eurodollar Advance) incur as a result of
consequence of (a) default by a Borrower in making a borrowing of, conversion into or continuation of LIBOREurodollar Fixed Rate Loans after such Borrower has given a notice (including a written or verbal notice that is subsequently revoked) requesting the same in accordance with the provisions of this Agreement, (b) default by a Borrower in making any conversion or repayment or prepayment of or conversion from LIBOREurodollar Fixed Rate Loans after such Borrower has given a notice (including a written or verbal notice that is subsequently revoked) thereof in accordance with the principal amount provisions of any Eurodollar Advances this Agreement, (c) the making of a prepayment of a LIBOREurodollar Fixed Rate Loan on a date other than day that is not the scheduled last day of the an Interest Period applicable thereto, whether pursuant to Section 2.7 or otherwise;
(b) any Advances not being made as Eurodollar Advances in accordance with the Borrowing Request therefor;
(c) any Advances not being continued as, or converted into, Eurodollar Advances in accordance with the Continuation/Conversion Notice therefor; or
(d) any conversion of a Eurodollar Loan to a Base Rate Loan on a day that is not the last day of an Interest Period applicable thereto, or (e) any compulsory assignment by of such Lxxxxx’s interests, rights and obligations under this Agreement pursuant to Section 3.4(b) hereof. Such indemnification shall be in an SPC amount equal to the excess, if any, of its (i) the amount of interest in any Advance to its Liquidity Provider at a time when Commercial Paper Notes funding such interest is outstanding; then the Borrower shall, that would have accrued on the Distribution Date occurring in amounts so prepaid, or not so borrowed, converted or continued, for the calendar month following its receipt of written notice thereof period from the Lenderdate of such prepayment or of such failure to borrow, pay directly convert or continue to the Lender last day of such amount as will Interest Period (in the reasonable determination of the Lender) reimburse the Lender or such SPC, as applicable, for such loss or expense. Such written notice (which shall include calculations in reasonable detail) shallor, in the absence case of a failure to borrow, convert or continue, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Loans provided for herein (excluding, however, the Applicable Margin included therein, if any) over (ii) the amount of interest (as reasonably determined by such Lender) that would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the appropriate London interbank market, along with any administration fee charged by such Lender. A certificate as to any amounts payable pursuant to this Section 3.3 submitted to Administrative Borrower (with a copy to Agent) by any Lender shall be conclusive absent manifest error, be conclusive . The obligations of Borrowers pursuant to this Section 3.3 shall survive the termination of this Agreement and binding on the Borrower. Such amounts to be paid by the Borrower shall constitute "Carrying Charges" within the meaning payment of the Base Indenture Loans and "Series 2000-1 Carrying Charges" within the meaning of the Series 2000-1 Supplementall other amounts payable hereunder.
Appears in 1 contract
Funding Losses. In the event the The Borrower shall indemnify each Lender or any SPC shall incur against any loss or expense (including but excluding in any event loss of anticipated profit) which such Lender may sustain or expense incurred incur as a consequence of (i) any failure by reason any Borrower to fulfill on the date of any Borrowing hereunder the liquidation or reemployment of deposits or other funds acquired applicable conditions set forth in ARTICLE IV, (ii) any failure by the Lender Borrower to make, continue or maintain any portion of the principal amount of any Advance as, borrow or to convert or continue any portion Loan hereunder after irrevocable notice of the principal amount such Borrowing, conversion or continuation has been given pursuant to Section 2.02 or Section 2.07, (iii) any payment, prepayment or conversion of any Advance into, a Eurodollar Advance) as a result of
(a) Loan, whether voluntary or involuntary, pursuant to any conversion other provision of this Agreement or repayment or prepayment of the principal amount of any Eurodollar Advances otherwise made on a date other than the scheduled last day of the Interest Period applicable thereto, whether (iv) any default in payment or prepayment of the principal amount of any Loan or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, by irrevocable notice of prepayment or otherwise) or (v) the assignment of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.7 2.16, including, in each such case, any loss or otherwise;
reasonable expense sustained or incurred or to be sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Loan or any part thereof as a Eurodollar Loan. Such loss or reasonable expense shall include an amount equal to the excess, if any, as reasonably determined by such Lender, of (bi) any Advances its cost of obtaining the funds for the Loan being paid, prepaid, converted, not being made as Eurodollar Advances in accordance with the Borrowing Request therefor;
borrowed or assigned (c) any Advances not being continued as, or converted into, Eurodollar Advances in accordance with the Continuation/Conversion Notice therefor; or
(d) any assignment by an SPC of its interest in any Advance to its Liquidity Provider at a time when Commercial Paper Notes funding such interest is outstanding; then the Borrower shall, based on the Distribution Date occurring in applicable London Interbank Offered Rate), for the calendar month following its receipt of written notice thereof period from the Lenderdate of such payment, pay directly prepayment, conversion, failure to borrow, convert or continue to the Lender such amount as will (in the reasonable determination last day of the Lender) reimburse the Lender or such SPC, as applicable, Interest Period for such loss or expense. Such written notice Loan (which shall include calculations in reasonable detail) shallor, in the absence case of a failure to borrow, the Interest Period for such Loan which would have commenced on the date of such failure to borrow, convert or continue) or assignment over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid, converted, not borrowed, converted or continued for such period or Interest Period or assignment, as the case may be. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 3.05 shall be delivered to the Borrower and shall be conclusive absent manifest error, be conclusive and binding on the Borrower. Such amounts to be paid by the Borrower shall constitute "Carrying Charges" within the meaning of the Base Indenture and "Series 2000-1 Carrying Charges" within the meaning of the Series 2000-1 Supplement.
Appears in 1 contract
Funding Losses. In the event the Borrower agrees to indemnify each Lender, promptly after receipt of a written request therefor, and to hold each Lender or any SPC shall incur harmless from, any loss or expense (including any loss that such Lender may sustain or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Lender to make, continue or maintain any portion of the principal amount of any Advance as, or to convert any portion of the principal amount of any Advance into, a Eurodollar Advance) incur as a result of
consequence of (a) default by Borrower in making a borrowing of, conversion into or continuation of Eurodollar Loans after Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, (b) default by Borrower in making any conversion or repayment or prepayment of or conversion from Eurodollar Loans after Borrower has given a notice thereof in accordance with the principal amount provisions of any this Agreement, (c) the making of a prepayment of a Eurodollar Advances Loan on a date other than day that is not the scheduled last day of the an Interest Period applicable thereto, whether pursuant to Section 2.7 or otherwise;
(b) any Advances not being made as Eurodollar Advances in accordance with the Borrowing Request therefor;
(c) any Advances not being continued asor, or converted into, Eurodollar Advances in accordance with the Continuation/Conversion Notice therefor; or
(d) any assignment by conversion of a Eurodollar Loan to a Base Rate Loan on a day that is not the last day of an SPC Interest Period applicable thereto. Such indemnification shall be in an amount equal to the excess, if any, of its (i) the amount of interest in any Advance to its Liquidity Provider at a time when Commercial Paper Notes funding such interest is outstanding; then the Borrower shall, that would have accrued on the Distribution Date occurring in amounts so prepaid, or not so borrowed, converted or continued, for the calendar month following its receipt of written notice thereof period from the Lenderdate of such prepayment or of such failure to borrow, pay directly convert or continue to the Lender last day of such amount as will Interest Period (in the reasonable determination of the Lender) reimburse the Lender or such SPC, as applicable, for such loss or expense. Such written notice (which shall include calculations in reasonable detail) shallor, in the absence case of a failure to borrow, convert or continue, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Loans provided for herein over (ii) the amount of interest (as reasonably determined by such Lender) that would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the appropriate London interbank market, along with any administration fee charged by such Lender. A certificate as to any amounts payable pursuant to this Section 3.3 submitted to Borrower (with a copy to Agent) by any Lender shall be conclusive absent manifest error, be conclusive . The obligations of Borrower pursuant to this Section 3.3 shall survive the termination of this Agreement and binding on the Borrower. Such amounts to be paid by the Borrower shall constitute "Carrying Charges" within the meaning payment of the Base Indenture Loans and "Series 2000-1 Carrying Charges" within the meaning of the Series 2000-1 Supplementall other amounts payable hereunder.
Appears in 1 contract
Samples: Credit and Security Agreement (Netscout Systems Inc)
Funding Losses. In the event the Each Applicable Borrower shall, within 15 Business Days of receipt of written notice thereof, reimburse each Lender or any SPC shall incur and hold each Lender harmless from any loss or expense which such Lender may sustain or incur as a consequence of: (a) the failure of such Applicable Borrower to make on a timely basis any payment of principal of any LIBOR Loan; (b) the failure (including by reason of Section 4.5) of such Applicable Borrower to borrow, continue or convert a LIBOR Loan after such Applicable Borrower has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation (other than any such failure arising as a result of a default by such Lender or the Paying Agent); (c) the failure of such Applicable Borrower to make any prepayment of any Loan in accordance with any notice delivered under Section 2.7; (d) the prepayment by such Applicable Borrower (including pursuant to Section 2.7 or 2.8) or other payment (including after acceleration thereof) the principal of any LIBOR Loan on a day that is not the last day of the relevant Interest Period; or (e) the conversion by such Applicable Borrower under Section 2.4 of any LIBOR Loan to an ABR Loan on a day that is not the last day of the relevant Interest Period; including any such loss or expense incurred by reason of arising from the liquidation or reemployment of deposits or other funds acquired obtained by the Lender it to make, continue or maintain any portion of the principal amount of any Advance as, applicable Loans or from fees payable to convert any portion of terminate the principal amount of any Advance into, a Eurodollar Advance) as a result of
(a) any conversion or repayment or prepayment of the principal amount of any Eurodollar Advances on a date other than the scheduled last day of the Interest Period applicable thereto, whether pursuant to Section 2.7 or otherwise;
(b) any Advances not being made as Eurodollar Advances in accordance with the Borrowing Request therefor;
(c) any Advances not being continued as, or converted into, Eurodollar Advances in accordance with the Continuation/Conversion Notice therefor; or
(d) any assignment by an SPC of its interest in any Advance to its Liquidity Provider at a time when Commercial Paper Notes funding deposits from which such interest is outstanding; then the Borrower shall, on the Distribution Date occurring in the calendar month following its receipt of written notice thereof from the Lender, pay directly to the Lender such amount as will (in the reasonable determination of the Lender) reimburse the Lender or such SPC, as applicable, for such loss or expensefunds were obtained. Such written notice (which shall include calculations in reasonable detail) shall, in the absence of manifest error, be conclusive and binding on the each Applicable Borrower. Such For purposes of calculating amounts payable by each Applicable Borrower to any Lender under this Section and under subsection 4.3(a), each LIBOR Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall be paid conclusively deemed to have been funded at the LIBOR Rate used in determining the interest rate for such LIBOR Loan by a matching deposit or other borrowing in the Borrower shall constitute "Carrying Charges" within interbank eurocurrency market for a comparable amount and for a comparable period and in the meaning of the Base Indenture and "Series 2000-1 Carrying Charges" within the meaning of the Series 2000-1 Supplementsame Applicable Currency, whether or not such LIBOR Loan is in fact so funded.
Appears in 1 contract
Samples: Senior Secured Credit Agreement (Greif Brothers Corp)
Funding Losses. In the event the The Borrower shall indemnify each Lender or any SPC shall incur against any loss or reasonable expense (including any loss of anticipated profits) which such Lender may sustain or expense incurred incur as a consequence of (i) any failure by reason the Borrower to fulfill on the date of any Borrowing hereunder the applicable conditions set forth in ARTICLE IV, so long as any such failure is not solely due to the failure of the liquidation Agent or reemployment of deposits or other funds acquired any Lender to comply with its obligations hereunder in all material respects, (ii) any failure by the Borrower to borrow or to refinance, convert or continue any Loan hereunder after irrevocable notice of such Borrowing, refinancing, conversion or continuation has been given pursuant to SECTION 2.02 or 2.08, so long as any such failure is not solely due to the failure of the Agent or any Lender to makecomply with its obligations hereunder in all material respects, continue or maintain any portion of the principal amount of any Advance as, or to convert any portion of the principal amount of any Advance into, a Eurodollar Advance) as a result of
(aiii) any payment, prepayment or conversion of a Fixed Rate Loan, whether voluntary or repayment involuntary, pursuant to any other provision of this Agreement or prepayment of the principal amount of any Eurodollar Advances otherwise made on a date other than the scheduled last day of the Interest Period applicable thereto, whether pursuant so long as any such payment, prepayment or conversion is not solely due to Section 2.7 the failure of the Agent or any Lender to comply with its obligations hereunder in all material respects, (iv) any default in payment or prepayment of the principal amount of any Loan or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, by irrevocable notice of prepayment or otherwise;
(b) any Advances not being made as Eurodollar Advances in accordance with the Borrowing Request therefor;
(c) any Advances not being continued as), or (v) the occurrence of any Event of Default, including, in each such case, any loss or reasonable expense sustained or incurred or to be sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Loan or any part thereof as a Fixed Rate Loan. Such loss or reasonable expense shall include an amount equal to the excess, if any, as reasonably determined by such Lender, of (i) its cost of obtaining the funds for the Loan being paid, prepaid, converted into, Eurodollar Advances in accordance with the Continuation/Conversion Notice therefor; or
or not borrowed (d) any assignment by an SPC of its interest in any Advance to its Liquidity Provider at a time when Commercial Paper Notes funding such interest is outstanding; then the Borrower shall, based on the Distribution Date occurring in applicable Eurodollar Rate), for the calendar month following its receipt of written notice thereof period from the Lenderdate of such payment, pay directly prepayment, conversion or failure to borrow, convert or continue to the Lender such amount as will (in the reasonable determination last day of the Lender) reimburse the Lender or such SPC, as applicable, Interest Period for such loss or expense. Such written notice Loan (which shall include calculations in reasonable detail) shallor, in the absence case of a failure to borrow, the Interest Period for such Loan which would have commenced on the date of such failure to borrow, convert or continue) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid, converted or not borrowed, converted or continued for such period or Interest Period, as the case may be. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 3.05 shall be delivered to the Borrower and shall be conclusive absent manifest error, be conclusive and binding on the Borrower. Such amounts to be paid by the Borrower shall constitute "Carrying Charges" within the meaning of the Base Indenture and "Series 2000-1 Carrying Charges" within the meaning of the Series 2000-1 Supplement.
Appears in 1 contract
Samples: Revolving Credit Agreement (Worthington Industries Inc)
Funding Losses. In Borrowers shall be jointly and severally obligated to compensate each Lender, upon such Lender’s written request (which request shall set forth the event basis for requesting such amounts and which request shall, absent manifest error, be final, conclusive and binding upon all of the Lender or any SPC shall incur any loss or expense parties hereto), for all losses, expenses and liabilities (including any interest paid by such Lender to lenders of funds borrowed by such Lender to make or carry its Euro-Dollar Loans to the extent not recovered by such Lender in connection with the re-employment of such funds, but excluding any loss of profit or expense incurred by reason anticipated return in respect of the liquidation Applicable Margin), which such Lender may sustain: (i) if for any reason (other than a default by such Lender) a Borrowing of, or reemployment conversion to or continuation of, Euro-Dollar Loans does not occur on the date specified therefor in a Notice of deposits Borrowing or other funds acquired by the Lender Notice of Conversion/ Continuation (whether or not withdrawn), (ii) if any repayment (including any conversions pursuant to make, continue or maintain any portion of the principal amount Section 3.1.2 hereof) of any Advance as, or to convert any portion of the principal amount of any Advance into, a Eurodollar Advance) as a result of
(a) any conversion or repayment or prepayment of the principal amount of any Eurodollar Advances its Euro-Dollar Loans occurs on a date other than that is not the scheduled last day of the an Interest Period applicable thereto, whether pursuant or (iii) if, for any reason, Borrowers default in their obligation to repay Euro-Dollar Loans when required by the terms of this Agreement. For purposes of this Section 2.7 3.9, all references to a Lender shall be deemed to include any bank holding company or otherwise;
(b) bank parent of such Lender. The calculations of all amounts payable to any Advances not being Lender under this Section 3.9 shall be made as Eurodollar Advances though such Lender had actually funded or committed to fund its Euro-Dollar Loan through the purchase for an underlying deposit in accordance with an amount equal to the Borrowing Request therefor;
(c) any Advances not being continued asamount of such Euro-Dollar Loan and having a maturity comparable to the relevant Interest Period for such Euro-Dollar Loan; provided, or converted intohowever, Eurodollar Advances in accordance with the Continuation/Conversion Notice therefor; or
(d) any assignment by an SPC of a Lender may fund its interest Euro-Dollar Loans in any Advance to its Liquidity Provider at a time when Commercial Paper Notes funding such interest is outstanding; then manner it deems fit and the Borrower shall, on foregoing assumption shall be utilized only for the Distribution Date occurring in the calendar month following its receipt calculation of written notice thereof from the Lender, pay directly to the Lender such amount as will (in the reasonable determination of the Lender) reimburse the Lender or such SPC, as applicable, for such loss or expense. Such written notice (which shall include calculations in reasonable detail) shall, in the absence of manifest error, be conclusive and binding on the Borrower. Such amounts to be paid by the Borrower shall constitute "Carrying Charges" within the meaning of the Base Indenture and "Series 2000-1 Carrying Charges" within the meaning of the Series 2000-1 Supplementpayable under this Section 3.9.
Appears in 1 contract
Funding Losses. In the event the US Borrowers (and any appropriate Foreign Borrower) agree to indemnify each Lender, promptly after receipt of a written request therefor, and to hold each Lender or any SPC shall incur harmless from, any loss or expense (including any loss that such Lender may sustain or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Lender to make, continue or maintain any portion of the principal amount of any Advance as, or to convert any portion of the principal amount of any Advance into, a Eurodollar Advance) incur as a result of
consequence of (a) default by a Borrower in making a borrowing of, conversion into or continuation of LIBOR Fixed Rate Loans after such Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, (b) default by a Borrower in making any conversion or repayment or prepayment of or conversion from LIBOR Fixed Rate Loans after such Borrower has given a notice thereof in accordance with the principal amount provisions of any Eurodollar Advances this Agreement, (c) the making of a prepayment of a LIBOR Fixed Rate Loan on a date other than day that is not the scheduled last day of the an Interest Period applicable thereto, whether pursuant to Section 2.7 or otherwise;
(b) any Advances not being made as Eurodollar Advances in accordance with the Borrowing Request therefor;
(c) any Advances not being continued as, or converted into, Eurodollar Advances in accordance with the Continuation/Conversion Notice therefor; or
(d) any assignment by conversion of a LIBOR Fixed Rate Loan to a Base Rate Loan on a day that is not the last day of an SPC Interest Period applicable thereto. Such indemnification shall be in an amount equal to the excess, if any, of its (i) the amount of interest in any Advance to its Liquidity Provider at a time when Commercial Paper Notes funding such interest is outstanding; then the Borrower shall, that would have accrued on the Distribution Date occurring in amounts so prepaid, or not so borrowed, converted or continued, for the calendar month following its receipt of written notice thereof period from the Lenderdate of such prepayment or of such failure to borrow, pay directly convert or continue to the Lender last day of such amount as will Interest Period (in the reasonable determination of the Lender) reimburse the Lender or such SPC, as applicable, for such loss or expense. Such written notice (which shall include calculations in reasonable detail) shallor, in the absence case of a failure to borrow, convert or continue, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Loans provided for herein (excluding, however, the Applicable Margin included therein, if any) over (ii) the amount of interest (as reasonably determined by such Lender) that would have accrued to such Lender on such amount b y placing such amount on deposit for a comparable period with leading banks in the appropriate London interbank market, along with any administration fee charged by such Lender. A certificate as to any amounts payable pursuant to this Section 3.3 submitted to Borrower (with a copy to Agent) by any Lender shall be conclusive absent manifest error, be conclusive . The obligations of Administrative Borrower pursuant to this Section 3.3 shall survive the termination of this Agreement and binding on the Borrower. Such amounts to be paid by the Borrower shall constitute "Carrying Charges" within the meaning payment of the Base Indenture Loans and "Series 2000-1 Carrying Charges" within the meaning of the Series 2000-1 Supplementall other amounts payable hereunder.
Appears in 1 contract
Samples: Credit Agreement (IHS Inc.)
Funding Losses. In the event the The Borrower agrees to indemnify each Senior Facility Lender and to hold such Senior Facility Lender harmless from any documented loss, expense, liability or cost ("Funding Losses") which such Senior Facility Lender may reasonably sustain or incur as a consequence of (i) any SPC shall incur any loss payment or expense (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired prepayment by the Lender to makeBorrower of principal of or interest on such Senior Facility Lender's Outstanding Advance Amount for any reason (including, continue or maintain any portion of the principal amount of any Advance as, or to convert any portion of the principal amount of any Advance into, a Eurodollar Advance) as a result of
(a) any conversion or repayment or prepayment of the principal amount of any Eurodollar Advances on a date other than the scheduled last day of the Interest Period applicable thereto, whether pursuant to Section 2.7 or otherwise;
(b) any Advances not being made as Eurodollar Advances upon acceleration in accordance with the Borrowing Request therefor;
Master Security Agreement or voluntary prepayment made pursuant to Section 3.05) on any date other than an Interest Payment Date or Payment Date, as the case may be, (cii) failure of the Borrower to pay any Advances not being continued asprincipal of or interest on such Senior Facility Lender's Outstanding Advance Amount, or converted intoany fee or other amount due hereunder when due (whether at the stated maturity, Eurodollar Advances by acceleration or otherwise) or (iii) after delivery of a Notice of Borrowing, failure by the Borrower, for any reason, to satisfy any conditions precedent in accordance with Article V hereof. The amount of any Funding Losses of each Senior Facility Lender and a reasonably detailed description of the Continuation/Conversion Notice therefor; or
(d) any assignment by an SPC of its interest manner in any Advance which such amount was determined shall be set forth in certificates from such Senior Facility Lender, which certificates shall accompany a notice under this Section. Each Senior Facility Lender shall deliver such notice and certificates to its Liquidity Provider at a time when Commercial Paper Notes funding such interest is outstanding; then the Borrower shall, on the Distribution Date occurring in the calendar month following its receipt of written notice thereof from the Lender, pay directly to the as promptly as practicable after such Senior Facility Lender such amount as will (in the reasonable determination becomes aware of the Lender) reimburse the Lender or such SPC, as applicable, for such loss or expense. Such written notice (which shall include calculations in reasonable detail) shall, in the absence of manifest error, be conclusive and binding on the Borrower. Such amounts to be paid by the Borrower shall constitute "Carrying Charges" within the meaning of the Base Indenture and "Series 2000-1 Carrying Charges" within the meaning of the Series 2000-1 SupplementFunding Losses described therein.
Appears in 1 contract
Funding Losses. In the event that (i) the Borrower -------------- makes any prepayment of any Loan (whether voluntary or mandatory) other than a prepayment made on any Interest Payment Date which is made after proper notice thereof is given in accordance with the terms hereof (it being understood and agreed that payments of principal which become due and payable on a Maturity Date are not prepayments hereunder), (ii) the Borrower fails to make a borrowing after giving a notice requesting the same, or (iii) the Borrower fails to repay any Loan on the due date thereof or to prepay any Loan after notice has been given to the Lender or thereof, the Borrower shall reimburse the Lender promptly after demand for any SPC shall incur any loss or expense (including any resulting loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Lender (or its affiliates), any loss incurred in obtaining, liquidating or employing deposits from third parties, but excluding loss of margin for the period after any such payment or failure to makeborrow or prepay. Such loss shall include an amount equal to the excess, continue or maintain any portion if any, of (i) the principal amount of any Advance asinterest that would have accrued on the amount so prepaid, or not so borrowed, for the period from the date of such prepayment or of such failure to convert any portion of borrow to the principal amount of any Advance into, a Eurodollar Advance) as a result of
(a) any conversion or repayment or prepayment of the principal amount of any Eurodollar Advances on a date other than the scheduled last day of such Interest Period (or, in the case of a failure to borrow, the Interest Period applicable thereto, whether pursuant to Section 2.7 or otherwise;
(b) any Advances not being made as Eurodollar Advances in accordance with the Borrowing Request therefor;
(c) any Advances not being continued as, or converted into, Eurodollar Advances in accordance with the Continuation/Conversion Notice therefor; or
(d) any assignment by an SPC of its interest in any Advance to its Liquidity Provider at a time when Commercial Paper Notes funding such interest is outstanding; then the Borrower shall, that would have commenced on the Distribution Date occurring date of such failure) in each case at the calendar month following its receipt applicable rate of written notice thereof from interest for such Loans provided for herein (excluding, however, the Applicable Margin included therein, if any) over (ii) the amount of interest (as reasonably ---- determined by the Lender, pay directly ) that would have accrued to the Lender on such amount as will (by placing such amount on deposit for a comparable period with leading banks in the reasonable determination interbank eurodollar market. A certificate of the Lender) reimburse Lender delivered to the Lender or such SPC, as applicable, for Borrower setting forth in reasonable detail the calculation of the amount of such loss or expense. Such written notice (which expense shall include calculations in reasonable detail) shall, be conclusive in the absence of manifest error, be conclusive . The obligations under this Section 2.13 shall survive the termination of this Agreement and binding on the Borrower. Such amounts to be paid by the Borrower shall constitute "Carrying Charges" within the meaning payment of the Base Indenture Loans and "Series 2000-1 Carrying Charges" within the meaning of the Series 2000-1 Supplementall other amounts payable hereunder.
Appears in 1 contract
Funding Losses. In The Lessees shall pay to the event Lease Agent for the Lender account of each Participant, upon the request of such Participant through the Lease Agent, such amount or amounts as shall be sufficient (in the reasonable opinion of such Participant) to compensate it for any SPC shall incur any loss loss, cost or expense (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Lender to make, continue or maintain any portion of the principal amount of any Advance as, or to convert any portion of the principal amount of any Advance into, a Eurodollar Advance) as a result ofwhich such Participant determines is attributable to:
(a) any payment, prepayment, conversion or repayment or prepayment renewal of the principal amount of any Eurodollar Advances a LIBO Rate Amount made by such Participant on a date other than the scheduled last day of the an Interest Period applicable thereto, for such LIBO Rate Amount (whether pursuant to an assignment under Section 2.7 14.15 or by reason of acceleration or otherwise;); or
(b) any Advances Loans or Lessor Amounts not being made as Eurodollar Advances LIBO Rate Amounts in accordance with the Borrowing Funding Request therefor;
(c) , or any Advances Loans or Lessor Amounts not being continued as, or converted into, Eurodollar Advances LIBO Rate Loans in accordance with the Interest Period Selection/Continuation/Conversion Notice therefor; or
. Without limiting the foregoing, such compensation shall include an amount equal to the excess, if any, of (di) any assignment by an SPC the amount of its interest in any Advance to its Liquidity Provider at a time when Commercial Paper Notes funding such interest is outstanding; then the Borrower shall, or Yield which otherwise would have accrued on the Distribution Date occurring in principal amount so paid, prepaid, converted or renewed or not made, converted, prepaid or renewed for the calendar month following its receipt period from and including the date of written notice thereof from such payment, prepayment or conversion or failure to be made, converted, prepaid or renewed to but excluding the Lender, pay directly to the Lender such amount as will (in the reasonable determination last day of the Lender) reimburse the Lender or such SPC, as applicable, then current Interest Period for such loss or expense. Such written notice LIBO Rate Amount (which shall include calculations in reasonable detail) shallor, in the absence case of a failure to make, convert, prepay or renew LIBO Rate Amounts, to but excluding the last day of the Interest Period for such LIBO Rate Amount which would have commenced on the date specified therefor in the relevant notice) at the Applicable Rate for such LIBO Rate Amount provided for in Section 4.1(a), over (ii) the amount of interest or Yield (as reasonably determined by such Participant) such Participant would have bid in the London interbank market for Dollar deposits for amounts comparable to such principal amount of Loans or Lessor Amounts, as the case may be, and maturities comparable to such period. A determination of any Participant as to the amounts payable pursuant to this Section 13.10 shall be conclusive absent manifest error, be conclusive and binding ; provided that such determination is made on the Borrower. Such amounts to be paid by the Borrower shall constitute "Carrying Charges" within the meaning of the Base Indenture and "Series 2000-1 Carrying Charges" within the meaning of the Series 2000-1 Supplementa reasonable basis.
Appears in 1 contract
Funding Losses. In US Borrower, and Canadian Borrower to the event the extent such activity involves a Canadian Fixed Rate Loan made to Canadian Borrower, agree to indemnify each Applicable Lender, promptly after receipt of a written request therefor, and to hold each Applicable Lender or any SPC shall incur harmless from, any loss or expense (including any loss that such Lender may sustain or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Lender to make, continue or maintain any portion of the principal amount of any Advance as, or to convert any portion of the principal amount of any Advance into, a Eurodollar Advance) incur as a result of
consequence of (a) default by a Borrower in making a borrowing of, conversion into or continuation of Fixed Rate Loans after such Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, (b) default by a Borrower in making any conversion or repayment or prepayment of or conversion from Fixed Rate Loans after such Borrower has given a notice thereof in accordance with the principal amount provisions of any Eurodollar Advances this Agreement, (c) the making of a prepayment of a Fixed Rate Loan on a date other than day that is not the scheduled last day of the an Interest Period applicable thereto, whether pursuant to Section 2.7 or otherwise;
(b) any Advances not being made as Eurodollar Advances in accordance with the Borrowing Request therefor;
(c) any Advances not being continued as, or converted into, Eurodollar Advances in accordance with the Continuation/Conversion Notice therefor; or
(d) any assignment by conversion of a Fixed Rate Loan to a US Base Rate Loan or Canadian Base Rate Loan pursuant to Section 3.4 hereof on a day that is not the last day of an SPC Interest Period applicable thereto. Such indemnification shall be in an amount equal to the excess, if any, of its (i) the amount of interest in any Advance to its Liquidity Provider at a time when Commercial Paper Notes funding such interest is outstanding; then the Borrower shall, that would have accrued on the Distribution Date occurring in amounts so prepaid, or not so borrowed, converted or continued, for the calendar month following its receipt of written notice thereof period from the Lenderdate of such prepayment or of such failure to borrow, pay directly convert or continue to the Lender last day of such amount as will Interest Period (in the reasonable determination of the Lender) reimburse the Lender or such SPC, as applicable, for such loss or expense. Such written notice (which shall include calculations in reasonable detail) shallor, in the absence case of manifest errora failure to borrow, convert or continue, the Interest Period that would have commenced on the date of such failure) at the applicable rate of interest for such Loans provided for herein (excluding, however, the Applicable Margin included therein, if any) over (ii) the amount of interest (as reasonably determined by such Lender) that would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the appropriate London interbank market (or Canadian market, if applicable), along with any administration fee customarily charged by such Lender. A certificate as to any amounts payable pursuant to this Section 3.3 submitted to US Borrower or Canadian Borrower, as the case may be (with a copy to Agent (and Canadian Funding Agent, as appropriate)), by any Lender shall be conclusive absent manifest or demonstrable error. The obligations of Borrowers pursuant to this Section 3.3 shall survive the termination of this Agreement and binding on the Borrower. Such amounts to be paid by the Borrower shall constitute "Carrying Charges" within the meaning payment of the Base Indenture Loans and "Series 2000-1 Carrying Charges" within the meaning of the Series 2000-1 Supplementall other amounts payable hereunder.
Appears in 1 contract
Samples: Credit Agreement (Smucker J M Co)
Funding Losses. In The Borrower agrees to compensate the event Bank for any loss or expense which the Lender Bank may sustain or incur as a consequence of (a) default by the Borrower in payment or prepayment when due of the principal amount of or interest on any SPC Eurodollar Loan, (b) default by the Borrower in making a borrowing of, conversion into or continuation of Eurodollar Loans after the Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, (c) default by the Borrower in making any prepayment after the Borrower has given a notice thereof in accordance with the provisions of this Agreement, or (d) the making of a prepayment or conversion of Eurodollar Loans on a day which is not the last day of an Interest Period with respect thereto, including, without limitation, in each case, any such loss (including, without limitation, loss of margin) or expense arising from the reemployment of funds obtained by it or from amounts payable by the Bank to lenders of funds obtained by it in order to make or maintain such Loans. Such compensation may include an amount equal to the excess, if any, of (i) the amount of interest which would have accrued on the amount so prepaid or converted, or not so borrowed, converted or continued, for the period from the date of such prepayment or conversion or of such failure to borrow, convert or continue to the last day of such Interest Period (or, in the case of a failure to borrow, convert or continue, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Loans provided for herein, including the LIBOR Applicable Margin included therein, over (ii) the amount of interest (as reasonably determined by the Bank) which would have accrued to the Bank on such amount by placing such amount on deposit for a comparable period with leading banks in the interbank eurodollar market. This covenant shall incur survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. When claiming under this Section 2.13, the Bank shall provide to the Borrower a statement, signed by an officer of the Bank, explaining the amount of any such loss or expense (including any loss or expense incurred by reason the calculation of the liquidation or reemployment of deposits or other funds acquired by the Lender to makesuch amount), continue or maintain any portion of the principal amount of any Advance as, or to convert any portion of the principal amount of any Advance into, a Eurodollar Advance) as a result of
(a) any conversion or repayment or prepayment of the principal amount of any Eurodollar Advances on a date other than the scheduled last day of the Interest Period applicable thereto, whether pursuant to Section 2.7 or otherwise;
(b) any Advances not being made as Eurodollar Advances in accordance with the Borrowing Request therefor;
(c) any Advances not being continued as, or converted into, Eurodollar Advances in accordance with the Continuation/Conversion Notice therefor; or
(d) any assignment by an SPC of its interest in any Advance to its Liquidity Provider at a time when Commercial Paper Notes funding such interest is outstanding; then the Borrower shall, on the Distribution Date occurring in the calendar month following its receipt of written notice thereof from the Lender, pay directly to the Lender such amount as will (in the reasonable determination of the Lender) reimburse the Lender or such SPC, as applicable, for such loss or expense. Such written notice (which shall include calculations in reasonable detail) statement shall, in the absence of manifest error, be conclusive and binding on with respect to the Borrower. Such amounts to be paid by the Borrower shall constitute "Carrying Charges" within the meaning of the Base Indenture and "Series 2000-1 Carrying Charges" within the meaning of the Series 2000-1 Supplementparties hereto.
Appears in 1 contract
Funding Losses. In the event the Borrowers agree to indemnify each Lender, promptly after receipt of a written, reasonably detailed certification and request therefor, and to hold each Lender or any SPC shall incur harmless from, any loss or expense (including any loss that such Lender may sustain or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Lender to make, continue or maintain any portion of the principal amount of any Advance as, or to convert any portion of the principal amount of any Advance into, a Eurodollar Advance) incur as a result of
consequence of (a) default by a Borrower in making a borrowing of, conversion into or continuation of Eurodollar Loans after such Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, (b) default by a Borrower in making any conversion or repayment or prepayment of or conversion from Eurodollar Loans after such Borrower has given a notice thereof in accordance with the principal amount provisions of any this Agreement, (c) the making of a prepayment of a Eurodollar Advances Loan on a date other than day that is not the scheduled last day of the an Interest Period applicable thereto, whether pursuant to Section 2.7 or otherwise;
(b) any Advances not being made as Eurodollar Advances in accordance with the Borrowing Request therefor;
(c) any Advances not being continued as, or converted into, Eurodollar Advances in accordance with the Continuation/Conversion Notice therefor; or
(d) any conversion of a Eurodollar Loan to a Base Rate Loan on a day that is not the last day of an Interest Period applicable thereto, or (e) any compulsory assignment by of such Lender’s interests, rights and obligations under this Agreement pursuant to Section 11.3(d) or 11.12 hereof. Such indemnification shall be in an SPC amount equal to the excess, if any, of its (i) the amount of interest in any Advance to its Liquidity Provider at a time when Commercial Paper Notes funding such interest is outstanding; then the Borrower shall, that would have accrued on the Distribution Date occurring in amounts so prepaid, or not so borrowed, converted or continued, for the calendar month following its receipt of written notice thereof period from the Lenderdate of such prepayment or of such failure to borrow, pay directly convert or continue to the Lender last day of such amount as will Interest Period (in the reasonable determination of the Lender) reimburse the Lender or such SPC, as applicable, for such loss or expense. Such written notice (which shall include calculations in reasonable detail) shallor, in the absence case of a failure to borrow, convert or continue, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Loans provided for herein (excluding the Applicable Margin included therein, if any) over (ii) the amount of interest (as reasonably determined by such Lender) that would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the appropriate London interbank market, along with any administration fee charged by such Lender. A certificate as to any amounts payable pursuant to this Section 3.3 submitted to Administrative Borrower (with a copy to Agent) by any Lender shall be conclusive absent manifest error, be conclusive . The obligations of Borrowers pursuant to this Section 3.3 shall survive the termination of this Agreement and binding on the Borrower. Such amounts to be paid by the Borrower shall constitute "Carrying Charges" within the meaning payment of the Base Indenture Loans and "Series 2000-1 Carrying Charges" all other amounts payable hereunder. Notwithstanding the foregoing, no Lender shall be entitled to any indemnification or reimbursement pursuant to this Section 3.3 to the extent such Lender has not made demand therefore (as set forth above) within two hundred seventy (270) days after the meaning occurrence of the Series 2000-1 Supplementevent giving rise to such entitlement or, if later, such Lender having knowledge of such event.
Appears in 1 contract
Funding Losses. In The Borrowers shall compensate each Lender, upon its written request (which request shall set forth the event the Lender basis for requesting such compensation), for all reasonable losses, expenses and costs, including, without limitation, any loss, expense or any SPC shall incur any loss or expense (including any loss or expense cost incurred by reason of the liquidation or reemployment of deposits or other funds acquired required by the such Lender to makefund its LIBOR Loans (all such losses "FUNDING LOSSES") which such Lender may sustain: (x) if for any reason an advance or continuance of, continue or maintain conversion from or into, LIBOR Loans does not occur on a date specified therefor in a Notice of Borrowing or notice of conversion or continuance given pursuant to Section 2.08(a) or (b) hereof, as the case may be, (whether or not withdrawn by a Borrower or deemed withdrawn pursuant to Section 2.14(a) hereof); (y) if any portion of the principal amount repayment (including any prepayment made pursuant to Section 4.01 or 4.02 hereof) or conversion of any Advance as, of its LIBOR Loans occurs on a date which is not the last day of an Interest Period with respect thereto; or to convert any portion of the principal amount of any Advance into, a Eurodollar Advance(z) as a result of
consequence of (ai) any other default by the Borrowers to repay the Loans when required by the terms of this Agreement or any Note held by such Lender or (ii) any prepayment or conversion or repayment or prepayment of the principal amount of any Eurodollar Advances on a date other than the scheduled last day of the Interest Period applicable thereto, whether made pursuant to Section 2.7 or otherwise;
(b2.14(a) hereof. The amount of compensation available to any Advances not being made as Eurodollar Advances in accordance with the Borrowing Request therefor;
(cLender pursuant to this Section 2.14(c) any Advances not being continued as, or converted into, Eurodollar Advances in accordance with the Continuation/Conversion Notice therefor; or
(d) any assignment by an SPC of its interest in any Advance to its Liquidity Provider at a time when Commercial Paper Notes funding such interest is outstanding; then the Borrower shall, hereof shall be determined based on the Distribution Date occurring assumption that such Lender has funded the entire amount of the relevant LIBOR Loan through match funding obtained in the calendar month following its receipt London interbank market, but shall be limited to an amount not to exceed the amount of written notice thereof from interest that would have accrued on the Lender, pay directly to relevant LIBOR Loan through the Lender such amount as will (in the reasonable determination end of the Lender) reimburse the Lender or such SPC, as applicable, for such loss or expense. Such written notice (which shall include calculations in reasonable detail) shall, in the absence of manifest error, be conclusive and binding on the Borrower. Such amounts to be paid by the Borrower shall constitute "Carrying Charges" within the meaning of the Base Indenture and "Series 2000-1 Carrying Charges" within the meaning of the Series 2000-1 Supplementrelevant Interest Period.
Appears in 1 contract
Samples: Revolving Credit Agreement (TRC Companies Inc /De/)
