Common use of HLT Classification Clause in Contracts

HLT Classification. The Agent shall promptly give notice to the Borrower and each Lender if at any time (a) the Agent determines in its reasonable judgment (based upon any Law or guideline or interpretation or application thereof by any Governmental Authority charged with the interpretation or administration thereof or compliance with any request or directive of any Governmental Authority (whether or not having the force of law), now existing or hereafter adopted), that any portion of the Loans under this Agreement should be classified as a "highly leveraged transaction" (or any similar or successor classification then in effect) (an "HLT Classification"), (b) the Agent is informed by any Governmental Authority that any portion of the Loans under this Agreement are or should be subject to HLT Classification, or (c) any Lender is informed by any Governmental Authority that any portion of the Loans under this Agreement contemplated hereby are or should be subject to HLT Classification, and such Lender in its discretion gives notice of such fact to the Agent. In such event the parties hereto shall commence negotiations in good faith with a view to agreeing on revised interest rates, fees and other terms and conditions hereof, consistent with then-current market requirements for transactions subject to HLT Classification. If the parties hereto fail to agree on such matters in their respective absolute discretion within 30 days of the notice given by the Agent referred to above, then the Agent, acting at the request of the Required Lenders, may give a further notice to the Borrower, and effective as of the date of such further notice (i) each Applicable Margin set forth in Section 2.06(b) hereof shall be increased by 2.50%, and (ii) the percentage applicable to calculation of the Revolving Credit Commitment Fee in Section 2.02(a) hereof shall be increased by .250%. Except as set forth above, this Agreement shall remain in full force and effect.

HLT Classification. The Agent shall promptly give notice to In the Borrower and each Lender if at any time (a) event that after the Agent determines in its reasonable judgment (based upon any Law or guideline or interpretation or application thereof by any Governmental Authority charged with the interpretation or administration thereof or compliance with any request or directive of any Governmental Authority (whether or not having the force of law), now existing or hereafter adopted), that any portion of date hereof the Loans under this Agreement should be hereunder are classified as a "highly leveraged transaction" (or any similar or successor classification then in effect) (an "HLT Classification"), (b) the Agent is informed by any Governmental Authority that having jurisdiction over any portion of the Loans under this Agreement are or should be subject to HLT ClassificationLender, or (c) any Lender is informed by any Governmental Authority that any portion of the Loans under this Agreement contemplated hereby are or should be subject to HLT Classification, and such Lender may in its discretion gives from time to time so notify the Agent, and upon receiving such notice the Agent shall promptly give notice of such fact event to the AgentBorrower and the Lenders. In such event the parties hereto shall commence negotiations in good faith with a view to agreeing agree on revised Revolving Credit Commitment Fees, interest rates, fees rates and other terms and conditions hereof, consistent with then-current market requirements for transactions subject to HLT ClassificationApplicable Margins hereunder. If the parties hereto fail to agree on such matters in their respective absolute discretion within 30 60 days of the notice given by the Agent referred to above, then the Agent, acting Required Lenders may at any time or from time to time thereafter direct the request of the Required Lenders, may give a further Agent to (a) by ten Business Days' notice to the Borrower, and effective as of the date of such further notice (i) each Applicable Margin set forth in Section 2.06(b) hereof shall be increased by 2.50%, and (ii) the percentage applicable to calculation of terminate the Revolving Credit Commitment Fee in Section 2.02(aCommitments, and the Revolving Credit Commitments shall thereupon terminate, or (b) hereof by ten Business Days' notice to the Borrower, declare the Loans, together with (without duplication) accrued interest thereon, to be, and the Loans shall be increased by .250%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. Except as set forth above, this Agreement shall remain in full force and effectThe Lenders acknowledge that an HLT Classification is not an Event of Default or Potential Default hereunder.

HLT Classification. The Agent shall promptly give notice to In the Borrower and each Lender if at any time (a) event that after the Agent determines in its reasonable judgment (based upon any Law date hereof the Loan or guideline or interpretation or application thereof by any Governmental Authority charged with the interpretation or administration thereof or compliance with any request or directive of any Governmental Authority (whether or not having Total Commitment hereunder are classified on the force of law), now existing or hereafter adopted), that any portion of the Loans under this Agreement should be classified Agent's books as a "highly leveraged transaction" (or any similar or successor classification then in effect) (an "HLT Classification"), (b) by the Agent is informed or by any Governmental Authority that any portion of governmental authority, central bank or comparable agency having jurisdiction over the Loans under this Agreement are or should be subject to HLT ClassificationAgent, or (c) any Lender is informed by any Governmental Authority that any portion of then the Loans under this Agreement contemplated hereby are or should be subject to HLT Classification, and such Lender in its discretion gives Agent shall promptly give notice of such fact HLT Classification to the Company and the Banks whereupon the Agent. In such event , the parties hereto Banks and the Company shall commence negotiations in good faith with to agree on a view to agreeing on revised commitment fee, interest rates, fees and other terms and conditions hereof, consistent with then-current market requirements for transactions subject to rates and/or margins hereunder reflecting such HLT Classification. If In the event that the parties hereto fail to agree on such matters in their respective absolute discretion revised commitment fee, interest rates and/or margins within 30 days of the notice given by the Agent referred to aboveAgent, then the AgentAgent shall (i) if requested by the Majority Banks, acting at the request of the Required Lenders, may give a further by five Business Days' notice to the Borrower, and effective as Borrowers terminate the unused portions of the date of such further notice (i) each Applicable Margin set forth in Section 2.06(b) hereof Total Commitment and they shall be increased by 2.50%thereupon terminate, and (ii) if requested by the percentage applicable Majority Banks, by five Business Days' notice to calculation 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 Revolving Credit Commitment Fee in Section 2.02(a) hereof shall be increased 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 .250%. Except as set forth above, this Agreement shall remain in full force and effectit hereunder.

HLT Classification. The Agent shall promptly give notice to In the Borrower and each Lender if at any time (a) event that after the Agent determines in its reasonable judgment (based upon any Law or guideline or interpretation or application thereof by any Governmental Authority charged with the interpretation or administration thereof or compliance with any request or directive of any Governmental Authority (whether or not having the force of law), now existing or hereafter adopted), that any portion of date hereof the Loans under this Agreement should be hereunder are classified as a "highly leveraged transaction" (or any similar or successor classification then in effect) (an "HLT Classification"), (b) the Agent is informed by any Governmental Authority that having jurisdiction over any portion of the Loans under this Agreement are or should be subject to HLT ClassificationLender, or (c) any Lender is informed by any Governmental Authority that any portion of the Loans under this Agreement contemplated hereby are or should be subject to HLT Classification, and such Lender may in its discretion gives from time to time so notify the Agent, and upon receiving such notice the Agent shall promptly give notice of such fact event to the AgentBorrower, the Issuing Banks and the Lenders. In such event the parties hereto shall commence negotiations in good faith with a view to agreeing agree on revised Revolving Credit Commitment Fees, interest rates, fees rates and other terms and conditions hereof, consistent with then-current market requirements for transactions subject to HLT ClassificationApplicable Margins hereunder. If the parties hereto fail to agree on such matters in their respective absolute discretion within 30 60 days of the notice given by the Agent referred to above, then the Agent, acting Required Lenders may at any time or from time to time thereafter direct the request of the Required Lenders, may give a further Agent to (a) by ten Business Days' notice to the Borrower, and effective as of the date of such further notice (i) each Applicable Margin set forth in Section 2.06(b) hereof shall be increased by 2.50%, and (ii) the percentage applicable to calculation of terminate the Revolving Credit Commitment Fee in Section 2.02(aCommitments, and the Revolving Credit Commitments shall thereupon terminate, or (b) hereof by ten Business Days' notice to the Borrower, declare the Obligations, together with (without duplication) accrued interest thereon, to be, and the Obligations shall be increased by .250%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. Except as set forth above, this Agreement shall remain in full force and effectThe Lenders acknowledge that an HLT Classification is not an Event of Default or Potential Default hereunder.

HLT Classification. The Agent shall promptly give notice to In the Borrower and each Lender if at any time (a) event that after the Agent determines in its reasonable judgment (based upon any Law or guideline or interpretation or application thereof by any Governmental Authority charged with the interpretation or administration thereof or compliance with any request or directive of any Governmental Authority (whether or not having the force of law), now existing or hereafter adopted), that any portion of date hereof the Loans under this Agreement should be hereunder are classified as a "highly leveraged transaction" (or any similar or successor classification then in effect) (an "HLT Classification"), (b) the Agent is informed by any Governmental Authority that having jurisdiction over any portion of the Loans under this Agreement are or should be subject to HLT ClassificationLender, or (c) any Lender is informed by any Governmental Authority that any portion of the Loans under this Agreement contemplated hereby are or should be subject to HLT Classification, and such Lender may in its discretion gives from time to time so notify the Agent, and upon receiving such notice the Agent shall promptly give notice of such fact event to the AgentBorrowers and the Lenders. In such event the parties hereto shall commence negotiations in good faith with a view to agreeing agree on revised Facility Fees, interest rates, fees rates and other terms and conditions hereof, consistent with then-current market requirements for transactions subject to HLT ClassificationApplicable Margins hereunder. If the parties hereto fail to agree on such matters in their respective absolute discretion within 30 60 days of the notice given by the Agent referred to above, then the Agent, acting Required Lenders may at any time or from time to time thereafter direct the request of the Required Lenders, may give a further Agent to (a) by ten Business Days' notice to the BorrowerBorrowers, terminate any or all of the Commitments, and effective as of any such Commitments shall thereupon terminate, or (b) by ten Business Days' notice to the date of such further notice Borrowers, declare the Obligations, together with (iwithout duplication) each Applicable Margin set forth in Section 2.06(b) hereof shall be increased by 2.50%accrued interest thereon, to be, and (ii) the percentage applicable to calculation Obligations shall thereupon become, immediately due and payable without presentment, demand, protest or other notice of the Revolving Credit Commitment Fee in Section 2.02(a) hereof any kind, all of which are hereby waived, and an action therefor shall be increased by .250%immediately accrue. Except as set forth above, this Agreement shall remain in full force and effectThe Lenders acknowledge that an HLT Classification is not an Event of Default or Potential Default hereunder.

HLT Classification. The Agent shall promptly give notice to In the Borrower and each Lender if at any time (a) event that after the Agent determines in its reasonable judgment (based upon any Law or guideline or interpretation or application thereof by any Governmental Authority charged with the interpretation or administration thereof or compliance with any request or directive of any Governmental Authority (whether or not having the force of law), now existing or hereafter adopted), that any portion of date hereof the Loans under this Agreement should be hereunder are classified as a "highly leveraged transaction" (or any similar or successor classification then in effect) (an "HLT Classification"), (b) the Agent is informed by any Governmental Authority that having jurisdiction over any portion of the Loans under this Agreement are or should be subject to HLT ClassificationLender, or (c) any Lender is informed by any Governmental Authority that any portion of the Loans under this Agreement contemplated hereby are or should be subject to HLT Classification, and such Lender may in its discretion gives from time to time so notify the Agent, and upon receiving such notice the Agent shall promptly give notice of such fact event to the AgentBorrowers, the Issuing Banks and the Lenders. In such event the parties hereto shall commence negotiations in good faith with a view to agreeing agree on revised Facility Fees, interest rates, fees rates and other terms and conditions hereof, consistent with then-current market requirements for transactions subject to HLT ClassificationApplicable Margins hereunder. If the parties hereto fail to agree on such matters in their respective absolute discretion within 30 60 days of the notice given by the Agent referred to above, then the Agent, acting Required Lenders may at any time or from time to time thereafter direct the request of the Required Lenders, may give a further Agent to (a) by ten Business Days' notice to the BorrowerBorrowers, terminate any or all of the Commitments, and effective as of any such Commitments shall thereupon terminate, or (b) by ten Business Days' notice to the date of such further notice Borrowers, declare the Obligations, together with (iwithout duplication) each Applicable Margin set forth in Section 2.06(b) hereof shall be increased by 2.50%accrued interest thereon, to be, and (ii) the percentage applicable to calculation Obligations shall thereupon become, immediately due and payable without presentment, demand, protest or other notice of the Revolving Credit Commitment Fee in Section 2.02(a) hereof any kind, all of which are hereby waived, and an action therefor shall be increased by .250%immediately accrue. Except as set forth above, this Agreement shall remain in full force and effectThe Lenders acknowledge that an HLT Classification is not an Event of Default or Potential Default hereunder.