Common use of HLT Classification Clause in Contracts

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. 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 the definition of highly leveraged transaction has been modified with the result that its that, 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 Company and the other Banks. The Agent, the Banks and the Agent. The Banks and the Borrower Borrowers 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 Borrowers and Banks having more than 50% in aggregate amount of the Required 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 Borrowers and Banks having more than 50% in aggregate amount of the Commitments fail to so agree on such increases within 10 45 days after notice is given by the Agent as provided above, then (i) the AgentAgent shall, if requested by Banks having 50% or more in aggregate amount of the Required Banks shallCommitments, by notice to the Borrower immediately Borrowers terminate the Commitments, Commitments and (ii) they shall thereupon terminate and the Borrower Borrowers shall be obligated to prepay on the date of such termination of the Commitments repay each outstanding Loan by paying at the aggregate principal amount to be prepaid together with all accrued interest thereon to end of 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 lossesInterest Period applicable thereto. The Banks acknowledge that a an HLT Classification is not a Default or an Event of Default hereunder.

HLT Classification. (a) If, after the date hereofEffective Date, 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 the definition of highly leveraged transaction has been modified with the result that its that, 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 Banks. Thereupon, the Agent. The , 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 Banks holding more than 50% in aggregate amount of the outstanding Loans, Letter of Credit Exposure and unused 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 9.05 without the necessity of approval by the Required Banks. If the Borrower and Banks holding more than 50% in aggregate amount of the outstanding Loans, Letter of Credit Exposure and unused Commitments fail to so agree on such increases within 10 45 days after notice is given by the Agent as provided above, then (i) the AgentAgent shall, if requested by Banks holding 50% or more in aggregate amount of the Required Banks shalloutstanding Loans, Letter of Credit Exposure and unused Commitments, by notice to the Borrower immediately Borrower, terminate the Commitments, Commitments and (ii) they shall thereupon terminate and the Borrower shall be obligated to prepay on the date of such termination of the Commitments repay each outstanding Loan by paying at the aggregate principal amount to be prepaid together with all accrued interest thereon to end of 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 lossesInterest Period applicable thereto. The Banks acknowledge that a an HLT Classification is not a Default Default. (b) The Borrower and the Banks recognize that applicable regulations or guidelines of Governmental Authorities may require the Agent to determine whether an Event HLT Classification should be made and that such determination may be binding upon the Borrower and the Banks. The Borrower and the Banks understand that any such determination will be made solely by the Agent based upon such factors (which may include the Agent's internal policies and prevailing market practices) as the Agent shall deem relevant and agree that the Agent shall have no liability for the consequences of Default hereunderany such determination.

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 the 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, Classification the Agent Bank shall promptly give notice of such HLT Classification to the Borrower and the other Banks and the AgentBorrower. The Banks Bank 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 Bank fail to agree on such increases within 10 thirty (30) days after notice is given by the Agent as provided above, then (i) the Agent, if requested by the Required Banks Bank shall, by notice to the Borrower immediately terminate the CommitmentsCommitment, and (ii) the Borrower shall be obligated to prepay on the date of such termination of the Commitments Commitment 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 LIBOR Option Loans pursuant to this clause, the Borrower shall compensate the Banks Bank for any resulting funding losses. The Banks acknowledge that a HLT Classification is not a Default or an Event of Default hereunder.resulting

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 that, the definition of highly leveraged transaction has been modified with the result that its Loans hereunder are classified as a "highly leveraged transaction" under applicable federal regulatory guidelines (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 AgentBanks. 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 market incremental pricing for extensions of credit subject to HLT Classification. If the Borrower and Banks having more than 50% in aggregate amount 51 57 of the Required 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 9.05. If the Borrower and Banks having more than 50% in aggregate amount of the Commitments fail to so agree on such increases within 10 90 days after notice is given by the Agent as provided above, then (i) the AgentAgent shall, if requested by Banks having 50% or more in aggregate amount of the Required Banks shallCommitments, by notice to the Borrower immediately terminate the Commitments, Commitments and (ii) they shall thereupon terminate and the Borrower shall be obligated to prepay on the date of such termination of the Commitments repay each outstanding Loan by paying at the aggregate principal amount to be prepaid together with all accrued interest thereon to end of 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 lossesInterest Period applicable thereto. The Banks acknowledge that a an HLT Classification is not a Default or an Event of Default hereunder.