HLT Classification. The Banks acknowledge that as of the date hereof neither the Commitments nor the Loans are classified as "highly leveraged transactions". Notwithstanding the foregoing, if after the date hereof, the Agent determines, or is advised by any Bank that such Bank has determined or has received notice from any governmental authority, central bank or comparable agency having jurisdiction over such Bank, that any of the Commitments or Loans are classified as a "highly leveraged transaction" (an "HLT Classification") pursuant to any existing regulations regarding "highly leveraged transactions" or any modification, amendment or interpretation thereof, or the adoption of new regulations regarding "highly leveraged transactions" after the date hereof by any governmental authority, central bank or comparable agency, the Agent shall promptly give notice of such HLT Classification to the Borrower and the Banks (which date is hereafter referred to as the "HLT Notice Date"). The Agent, the Banks and the Borrower shall thereupon commence negotiations in good faith to agree on the extent to which fees, interest rates and/or margins hereunder should be increased so as to reflect such HLT Classification. If the Borrower and the Majority Banks agree on the amount of such increase or increases, this Agreement shall be promptly amended to give effect to such increase or increases. If the Borrower and the Majority Banks fail to so agree and the Borrower has failed to refinance the Loans within ninety (90) days after the HLT Notice Date, then the Agent shall, if so requested by the Majority Banks, by notice to the Borrower terminate the Commitments and accelerate the maturity date of the Loans and the Loans shall become due and payable in full on the date specified in such notice, which date shall be not earlier than one hundred eighty (180) days after the HLT Notice Date. The Agent and the Banks acknowledge that an HLT Classification is not a Default or an Event of Default.
HLT Classification. If, after the date hereof, the Agent is advised by any Bank that such Bank has received notice from any governmental authority, central bank or comparable agency having jurisdiction over such Bank that the definition of highly leveraged transaction has been modified with the result that its Loans hereunder are classified as a "highly leveraged transaction" (an "HLT Classification") or if the Borrower takes any action which causes this transaction to be subject to HLT Classification, the Agent shall promptly give notice of such HLT Classification to the Borrower and the other Banks and the Agent. The Banks and the Borrower shall commence negotiations in good faith to agree on whether and, if so, the extent to which commitment fees, interest rates and/or margins hereunder should be increased so as to reflect such HLT Classification. If the Borrower and the Required Banks fail to agree on such increases within 10 days after notice is given by the Agent as provided above, then (i) the Agent, if requested by the Required Banks shall, by notice to the Borrower immediately terminate the Commitments, and (ii) the Borrower shall be obligated to prepay on the date of such termination of the Commitments each outstanding Loan by paying the aggregate principal amount to be prepaid together with all accrued interest thereon to the date of such prepayment; provided that, if the Borrower prepays any Fixed Rate Loans pursuant to this clause, the Borrower shall compensate the Banks for any resulting funding losses. The Banks acknowledge that a HLT Classification is not a Default or an Event of Default hereunder.
HLT Classification. In the event that after the date hereof the Loans hereunder are classified as a "highly leveraged transaction" (an "HLT Classification") by any Governmental Authority having jurisdiction over any Lender, such Lender may in its discretion from time to time so notify the Agent, and upon receiving such notice the Agent shall promptly give notice of such event to the Borrowers, the Issuing Banks and the Lenders. In such event the parties hereto shall commence negotiations to agree on revised Facility Fees, interest rates and Applicable Margins hereunder. If the parties hereto fail to agree on such matters in their respective absolute discretion within 60 days of the notice given by the Agent referred to above, then the Required Lenders may at any time or from time to time thereafter direct the Agent to (a) by ten Business Days' notice to the Borrowers, terminate any or all of the Commitments, and any such Commitments shall thereupon terminate, or (b) by ten Business Days' notice to the Borrowers, declare the Obligations, together with (without duplication) accrued interest thereon, to be, and the Obligations shall thereupon become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived, and an action therefor shall immediately accrue. The Lenders acknowledge that an HLT Classification is not an Event of Default or Potential Default hereunder.
HLT Classification. Each Lender recognizes that applicable Laws may require the Administrative Agent to determine whether the transactions contemplated hereby should be classified as “highly leveraged” or assigned any similar or successor classification, and that such determination may be binding upon the other Lenders. Each Lender understands that any such determination shall be made solely by the Administrative Agent based upon such factors (which may include the Administrative Agent’s internal policies and prevailing market practices) as the Administrative Agent shall deem relevant and agrees that the Administrative Agent shall have no liability for the consequences of any such determination.
HLT Classification. If, after the date hereof, a Lender or the Agent has received notice from any governmental authority, central bank or comparable agency having jurisdiction over a Lender or from any bank examiner or other official reviewing the loan portfolio of a Lender that the definition of highly leveraged transaction has been modified with the result that its Loans hereunder are classified as a "highly leveraged transaction" (an "HLT Classification"), by reason of a Regulatory Change affecting such Lender any Loan hereunder has become subject to HLT Classification, or, if Borrower takes any action which causes this transaction to be subject to HLT Classification, such Lender shall promptly give notice of such HLT Classification to Borrower. In such event, if such Lender incurs Additional Costs as a result of such HLT Classification, Borrower shall compensate such Lender for such Additional Costs which payments shall be made by Borrower within fifteen (15) days of Borrower's receipt of notice that such payments are due. Each Lender acknowledges that a HLT Classification is not an Event of Default hereunder.
HLT Classification. If, after the date hereof, the Agent determines ------------------ or is advised by any Bank that such Bank has determined, or the Agent receives notice from or is advised by any Bank that such Bank has received notice from any governmental authority, central bank or comparable agency having jurisdiction over such Bank, that any of the Commitments, Loans, Letters of Credit or Letter of Credit Participations are classified as a "highly leveraged transaction" (an "HLT Classification") pursuant to any existing regulations regarding "highly leveraged transactions" or any modification, amendment or interpretation thereof,
HLT Classification. The Agent and each of the Banks hereby ------------------ confirms that as of the date hereof none of the Loans, the Letters of Credit or the Commitment are classified as "highly leveraged transactions". Notwithstanding the foregoing, if after the date hereof, the Agent determines, or is advised by any Bank that such Bank has determined, or is advised by any Bank that such Bank has received notice from any governmental authority,
HLT Classification. If, after the date hereof, the Agent determines that, or the Agent is advised by any Bank that such Bank has received notice from any governmental authority, central bank or comparable agency having jurisdiction over such Bank that, Loans hereunder are classified as a "highly leveraged transaction" (an "HLT Classification"), the Agent shall promptly give notice of such HLT Classification to the Company and the other Banks. The Agent, the Banks and the Company shall commence negotiations in good faith to agree on the extent to which fees, interest rates and/or margins hereunder should be increased so as to reflect such HLT Classification. If the Company and Banks having more than 50% in aggregate amount of the Commitments agree on the amount of such increase or increases, this Agreement may be amended to give effect to such increase or increases as provided in Section 11.05. If the Company and Banks having more than 50% in aggregate amount of the Commitments fail to so agree within 45 days after notice is given by the Agent as provided above, then the Agent shall, if requested by Banks having 50% or more in aggregate amount of the Commitments, by notice to the Company terminate the Commitments and they shall thereupon terminate and the Borrowers shall repay each outstanding Loan at the end of the Interest Period applicable thereto. The Banks acknowledge that an HLT Classification is not a Default or an Event of Default hereunder.
HLT Classification. In the event that after the date hereof the Loan or the Total Commitment hereunder are classified on the Agent's books as a "highly leveraged transaction" (an "HLT Classification") by the Agent or by any governmental authority, central bank or comparable agency having jurisdiction over the Agent, then the Agent shall promptly give notice of such HLT Classification to the Company and the Banks whereupon the Agent, the Banks and the Company shall commence negotiations in good faith to agree on a revised commitment fee, interest rates and/or margins hereunder reflecting such HLT Classification. In the event that the parties hereto fail to agree on such revised commitment fee, interest rates and/or margins within 30 days of the notice given by the Agent, then the Agent shall (i) if requested by the Majority Banks, by five Business Days' notice to the Borrowers terminate the unused portions of the Total Commitment and they shall thereupon terminate, and (ii) if requested by the Majority Banks, by five Business Days' notice to the Borrowers declare all outstanding Loans (together with accrued interest thereon and any other amounts payable hereunder) to be, and all such amounts shall thereupon become, absolutely and immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Borrower. Each of the Borrowers hereby absolutely and unconditionally agrees to pay to the Agent for the accounts of the Banks on the date of any such acceleration all amounts payable by it hereunder.
HLT Classification. 29 2.14 Taxes .....................................
