Increased Cost. (a) If any Regulatory Change occurs that has or would have the effect of: ACTIVE/105942580.15 (i) imposing, modifying or deeming applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, Lender; or (ii) imposing on Lender any other condition, cost or expense affecting this Agreement or Loan made by Lender; and the result of any of the foregoing shall be to reduce the rate of return on the capital of Lender as a consequence of its obligations hereunder or arising in connection herewith to a level below that which Lender could have achieved but for such introduction, change or compliance (taking into consideration the policies of Lender with respect to capital adequacy) by an amount deemed by Lender to be material, then from time to time, on the first Quarterly Payment Date occurring at least thirty (30) days after demand by Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a description of the computation of such demand), Borrower shall pay directly to Lender such additional amount or amounts as will compensate Lender for such reduction. Lender will take such actions reasonably requested by Borrower, at the expense of Borrower, if such actions will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of Lender, be otherwise disadvantageous to it or inconsistent with its internal policies and procedures. In no event will Lender be expected or required to monitor the occurrence of any of the events or contingencies described in this Section 3.04(a). Notwithstanding the foregoing, in no event shall Borrower be required to compensate Lender pursuant to this Section 3.04 for any amounts under this Section 3.04 incurred more than one hundred and eighty (180) days prior to the date that Lender notifies Borrower of such amount and of Lender’s intention to claim compensation therefor. (b) In determining any amount provided for in this Section 3.04, Lender shall use commercially reasonable averaging and attribution methods. If Lender makes a claim under this Section, it shall submit to Borrower a certificate setting forth the basis for such demand and a description of the computation of such demand as to such additional or increased cost or reduction, which certificate shall be conclusive absent manifest error.
Appears in 1 contract
Increased Cost. (a) If any Regulatory Change occurs that has or would have the effect of: ACTIVE/105942580.15
(i) imposing, modifying or deeming applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, Lender; or
(ii) imposing on Lender any other condition, cost or expense affecting this Agreement or Loan made by Lender; and the result of any such Regulatory Change is to increase the cost to (or in the case of Regulation D, to impose a cost on or increase the foregoing shall be cost to) Lender of making, maintaining or funding any LIBOR Loan, or to reduce the rate amount of return on any sum received or receivable by Lender under this Agreement or under the capital of Lender as a consequence of its obligations hereunder or arising in connection herewith to a level below that which Lender could have achieved but for such introduction, change or compliance (taking into consideration the policies of Lender Revolving Credit Note with respect to capital adequacy) thereto, by an amount deemed by Lender Lender, in its good faith judgment, to be material, then from time and if Lender is not otherwise fully compensated for such increase in cost or reduction in amount received or receivable by virtue of the inclusion of the reference to time"LIBOR Reserve Percentage" in the calculation of the interest rate applicable to LIBOR Loans, on the first Quarterly Payment Date occurring at least thirty then, within fifteen (3015) days after demand notice by Lender to Borrower together with a copy of the official notice of the applicable change in law (which demand shall be accompanied by a statement setting forth the basis for such demand if applicable) and a description of work sheet showing how the computation of such demand)increase in cost or reduction in amount received or receivable was calculated, Borrower shall pay directly to Lender Lender, as additional interest, such additional amount or amounts as will compensate Lender for such increased cost or reduction. Lender will take such actions reasonably requested by Borrower, at the expense of Borrower, if such actions will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of Lender, be otherwise disadvantageous to it or inconsistent with its internal policies and procedures. In no event will Lender be expected or required to monitor the occurrence promptly notify Borrower of any event of which it has knowledge, occurring after the events or contingencies described in this Section 3.04(a). Notwithstanding the foregoingdate hereof, in no event shall Borrower be required which will entitle Lender to compensate Lender compensation pursuant to this Section 3.04 for any amounts Section. The determination by Lender under this Section 3.04 incurred more than one hundred and eighty (180) days prior of the additional amount or amounts to be paid to it hereunder shall be conclusive in the date that Lender notifies Borrower absence of manifest error. In determining such amount or amounts, Lender may use any reasonable averaging and of Lender’s intention to claim compensation thereforattribution methods.
(b) In determining any amount provided for in this Section 3.04, Lender shall use commercially reasonable averaging and attribution methods. If Lender makes a claim demands compensation under this Section, it shall submit Borrower may at any time, upon at least two (2) Domestic Business Days' prior notice to Lender, repay in full its then outstanding LIBOR Loans from Lender, together with all accrued and unpaid interest thereon to the date of prepayment and any funding losses and other amounts due under Section 2.12. Concurrently with repaying such LIBOR Loans, Borrower may borrow from Lender a certificate setting forth Prime Loan in an amount equal to the basis for such demand and a description of the computation aggregate principal amount of such demand as LIBOR Loans, and, if Borrower so elects, Lender shall make such a Prime Loan to such additional or increased cost or reduction, which certificate shall be conclusive absent manifest errorBorrower.
Appears in 1 contract
Increased Cost. If any Regulatory Change:
(a) If shall subject any Regulatory Change occurs that has Lender (or would have its Applicable Lending Office) to any tax, duty or other charge with respect to its LIBOR Advances, its Notes or its obligation to make LIBOR Advances or shall change the effect of: ACTIVE/105942580.15basis of taxation of payment to any Lender (or its Applicable Lending Office) of the principal of or interest on its LIBOR Advances or any other amounts due under this Agreement in respect of its LIBOR Advances or its obligation to make LIBOR Advances (except for changes in the rate of tax on the overall net income of such Lender or its Applicable Lending Office imposed by the jurisdiction in which such Lender’s principal office or Applicable Lending Office is located); or
(ib) imposingshall impose, modifying modify or deeming deem applicable any reserve, special deposit, compulsory loan, insurance charge deposit or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any LIBOR Advance any such requirement to the extent included in calculating the applicable Adjusted LIBOR Rate) against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender’s Applicable Lending Office or against Letters of Credit or shall impose on any Lender (or its Applicable Lending Office) or the interbank Eurodollar market any other condition affecting its LIBOR Advances, its Notes or its obligation to make LIBOR Advances or affecting any Letter of Credit; orand
(iic) imposing on Lender any other condition, cost or expense affecting this Agreement or Loan made by Lender; and the result of any of the foregoing shall be is to increase the cost to such Lender (or its Applicable Lending Office) of making or maintaining any LIBOR Advance or issuing or maintaining any Letter of Credit, or to reduce the rate amount of return on the capital of any sum received or receivable by such Lender as a consequence of (or its obligations hereunder Applicable Lending Office) under this Agreement or arising in connection herewith to a level below that which Lender could have achieved but for such introductionunder its Notes, change or compliance (taking into consideration the policies of Lender with respect to capital adequacy) by an amount deemed by Lender to be materialthen, then from time to time, on the first Quarterly Payment Date occurring at least thirty (30) within 30 days after demand by such Lender (which demand shall be accompanied by with a statement setting forth copy to the basis for such demand and a description of the computation of such demandAgent), the Borrower shall pay directly to the applicable Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction. Each Lender will take promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such actions reasonably requested by Borrower, at the expense of Borrower, Lender to compensation pursuant to this Section 2.23 and will designate a different Applicable Lending Office if such actions designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. If any Lender fails to give such notice within 45 days after it or inconsistent obtains knowledge of such an event, such Lender shall, with its internal policies and procedures. In no event will Lender be expected or required respect to monitor the occurrence of any of the events or contingencies described in this Section 3.04(a). Notwithstanding the foregoing, in no event shall Borrower be required to compensate Lender compensation payable pursuant to this Section 3.04 for any amounts 2.23, only be entitled to payment under this Section 3.04 2.23 for costs incurred more than one hundred from and eighty (180) after the date 45 days prior to the date that such Lender notifies Borrower does give such notice. A certificate of such any Lender claiming compensation under this Section 2.23, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of Lender’s intention to claim compensation therefor.
(b) computation, shall be conclusive in the absence of error. In determining such amount, any amount provided for in this Section 3.04, Lender shall may use commercially any reasonable averaging and attribution methods. If Failure on the part of any Lender makes to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a claim under this Section, it shall submit to Borrower a certificate setting forth the basis for such demand and a description of the computation waiver of such Lender’s rights to demand as to such additional compensation for any increased costs or increased cost reduction in amounts received or reduction, which certificate shall be conclusive absent manifest errorreceivable in any subsequent Interest Period.
Appears in 1 contract
Increased Cost. (a) (CHANGE IN LAW): If by reason of any Regulatory Change occurs that has change in law or would have the effect of: ACTIVE/105942580.15in its interpretation or administration or of compliance with any request from or requirement of any fiscal, monetary or other authority:
(i) imposingthe Redraw Facility Provider incurs a cost as a result of its having entered into or performing its obligations under this Agreement or as a result of any Advance being outstanding hereunder;
(ii) there is any increase in the cost to the Redraw Facility Provider of funding or maintaining any Advance;
(iii) the amount of principal, modifying interest or deeming applicable any reserve, special deposit, compulsory loan, insurance charge other amount payable to the Redraw Facility Provider or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, Lendereffective return to the Redraw Facility Provider under this Agreement is reduced; or
(iiiv) imposing the Redraw Facility Provider becomes liable to make any payment (not being a payment of Tax on Lender any other condition, cost its overall net income) on or expense affecting calculated by reference to the amount of Advances made under this Agreement or Loan made by Lender; and the result of any of the foregoing shall be to reduce the rate of return on the capital of Lender as a consequence of its obligations hereunder or arising in connection herewith to a level below that which Lender could have achieved but for such introduction, change or compliance (taking into consideration the policies of Lender with respect to capital adequacy) by an amount deemed by Lender to be materialAgreement, then from time to time, time on notification by the Redraw Facility Provider (copied to the Manager) the Borrower will on the first Quarterly Monthly Payment Date occurring at least thirty (30) days after demand by Lender (which demand shall be accompanied by a statement setting forth following such notification, and on each succeeding Monthly Payment Date until the basis for such demand and a description Redraw Facility Provider is paid in full, pay to the Redraw Facility Provider so much of the computation of amounts sufficient to indemnify the Redraw Facility Provider against such demand)cost, Borrower shall pay directly to Lender such additional amount increased cost, reduction or amounts liability as will compensate Lender there are funds available for such reduction. Lender will take such actions reasonably requested by Borrower, at this purpose in accordance with the expense of Borrower, if such actions will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of Lender, be otherwise disadvantageous to it or inconsistent with its internal policies and procedures. In no event will Lender be expected or required to monitor the occurrence of any of the events or contingencies described in this Section 3.04(a). Notwithstanding the foregoing, in no event shall Borrower be required to compensate Lender pursuant to this Section 3.04 for any amounts under this Section 3.04 incurred more than one hundred and eighty (180) days prior to the date that Lender notifies Borrower of such amount and of Lender’s intention to claim compensation thereforSub-Fund Notice.
(b) In determining (NO DEFENCE): If the Redraw Facility Provider has acted in good faith it will not be a defence to the Borrower, in the event of any amount provided for failure by the Borrower to comply with its payment obligations under clause 8.2(a), that any such cost, increased cost, reduction or liability could have been avoided. However, the Redraw Facility Provider will negotiate in this Section 3.04good faith with the Borrower and the Manager with a view to finding a means by which such cost, Lender shall use commercially reasonable averaging and attribution methods. If Lender makes a claim under this Sectionincreased cost, it shall submit to Borrower a certificate setting forth the basis for such demand and a description of the computation of such demand as to such additional reduction or increased cost or reduction, which certificate shall liability may be conclusive absent manifest errorminimised.
Appears in 1 contract
Sources: Redraw Facility Agreement (Macquarie Securitisation LTD)
Increased Cost. (a) (Change in law): If by reason of any Regulatory Change occurs that has change in law or would have the effect of: ACTIVE/105942580.15in its interpretation or administration or because of compliance with any request from or requirement of any fiscal, monetary or other Governmental Agency:
(i) imposingthe Standby Redraw Facility Provider incurs a cost as a result of its having entered into or performing its obligations under this Agreement or as a result of any Advance being outstanding hereunder;
(ii) there is any increase in the cost to the Standby Redraw Facility Provider of funding or maintaining any Advance;
(iii) the amount of principal, modifying interest or deeming applicable any reserve, special deposit, compulsory loan, insurance charge other amount payable to the Standby Redraw Facility Provider or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, Lendereffective return to the Standby Redraw Facility Provider under this Agreement is reduced; or
(iiiv) imposing the Standby Redraw Facility Provider becomes liable to make any payment (not being a payment of Tax on Lender any other condition, cost its overall net income) on or expense affecting calculated by reference to the amount of Advances made under this Agreement or Loan made by Lender; and the result of any of the foregoing shall be to reduce the rate of return on the capital of Lender as a consequence of its obligations hereunder or arising in connection herewith to a level below that which Lender could have achieved but for such introduction, change or compliance (taking into consideration the policies of Lender with respect to capital adequacy) by an amount deemed by Lender to be materialAgreement, then from time to time, time on notification by the Standby Redraw Facility Provider (copied to the Manager) the Trustee will on the first Quarterly Payment Distribution Date occurring at least thirty (30) days after demand by Lender (which demand shall be accompanied by a statement setting forth following such notification and on each succeeding Distribution Date until the basis for such demand and a description Standby Redraw Facility Provider is paid in full pay to the Standby Redraw Facility Provider so much of the computation of amounts sufficient to indemnify the Standby Redraw Facility Provider against such demand)cost, Borrower shall pay directly to Lender such additional amount increased cost, reduction or amounts as will compensate Lender liability that is available for such reduction. Lender will take such actions reasonably requested by Borrower, at this purpose in accordance with the expense of Borrower, if such actions will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of Lender, be otherwise disadvantageous to it or inconsistent with its internal policies and procedures. In no event will Lender be expected or required to monitor the occurrence of any of the events or contingencies described in this Section 3.04(a). Notwithstanding the foregoing, in no event shall Borrower be required to compensate Lender pursuant to this Section 3.04 for any amounts under this Section 3.04 incurred more than one hundred and eighty (180) days prior to the date that Lender notifies Borrower of such amount and of Lender’s intention to claim compensation thereforSeries Supplement.
(b) In determining (No defence): If the Standby Redraw Facility Provider has acted in good faith it will not be a defence to the Trustee, in the event of any failure by the Trustee to comply with its payment obligations under clause 8.2(a), that any such cost, increased cost, reduction or liability could have been avoided. However, the Standby Redraw Facility Provider will negotiate in good faith with the Trustee and the Manager with a view to finding a means by which such cost, increased cost, reduction or liability may be minimised.
(c) (Certificate conclusive): The Standby Redraw Facility Provider's certificate as to the amount provided for in this Section 3.04of, Lender shall use commercially reasonable averaging and attribution methods. If Lender makes a claim under this Section, it shall submit to Borrower a certificate setting forth the basis for arriving at, any such demand cost, increased cost, reduction or liability is conclusive and a description binding on the Trustee in the absence of manifest error on the face of the computation of such demand as to such additional or increased cost or reduction, which certificate shall be conclusive absent manifest error.certificate. --------------------------------------------------------------------------------
Appears in 1 contract
Sources: Standby Redraw Facility Agreement (Securitisation Advisory Services Pty LTD)
Increased Cost. (a) If If, as a result of any Regulatory Change occurs that has or would have the effect of: ACTIVE/105942580.15Change,
(iA) imposing, modifying the basis of taxation of payments to Lender of the principal of or deeming applicable interest on any Eurodollar Loan or any other amounts payable under this Agreement in respect thereof (other than taxes imposed on the overall net income of Lender) is changed; or
(B) any reserve, special deposit, compulsory loan, insurance charge deposit or similar requirement against requirements relating to any extensions of credit or other assets of, or any deposits with or for the account other liabilities of, Lender are imposed, modified or credit extended deemed applicable; or participated in by, Lender; or
(iiC) imposing on Lender any other condition, cost or expense condition affecting this Agreement or any Eurodollar Loan made by is imposed on Lender; and Lender reasonably determines that, by reason thereof, the result cost to Lender of making or maintaining any of the foregoing shall be to reduce the rate of return on the capital of Lender as a consequence of its obligations hereunder or arising in connection herewith to a level below that which Lender could have achieved but for such introduction, change or compliance (taking into consideration the policies of Lender with respect to capital adequacy) Eurodollar Loan is increased by an amount deemed by Lender to be material, then from time to time, on the first Quarterly Payment Date occurring at least thirty (30) days after demand or any amount receivable by Lender hereunder in respect of any Eurodollar Loan is reduced by an amount deemed by Lender to be material (which such increases in cost and reductions in amounts receivable being herein called "Increased Cost"), then Borrower shall pay to Lender upon demand shall such additional amount or amounts as Lender reasonably determines will compensate it for such Increased Cost, but not in excess of the Maximum Amount (such demand to be accompanied by a written statement setting forth the basis for such demand and a description of the computation of such demandcalculation thereof); provided, however, notwithstanding any prohibition against prepayment to the contrary in Section 2.9, Borrower shall pay directly have the right on the last Business Day of an Interest Period, upon such notice as agreed upon by Borrower and Lender, to convert any such Eurodollar Loan which is subject to an Increased Cost into a Domestic Loan, provided Borrower shall have paid Lender such additional amount or amounts as will compensate Lender for such reduction. Lender will take such actions reasonably requested by Borrower, at the expense of Borrower, if such actions will avoid the need for, or reduce the amount of, such compensation conversion and will not, in the judgment of Lender, be otherwise disadvantageous to it or inconsistent with its internal policies and procedures. In no event will Lender be expected or required to monitor the occurrence of any of the events or contingencies described in this Section 3.04(a). Notwithstanding the foregoing, in no event shall Borrower be required to compensate Lender pursuant to this Section 3.04 for any amounts under this Section 3.04 incurred more than one hundred and eighty (180) days prior to Increased Cost through the date that Lender notifies Borrower of such amount and of Lender’s intention to claim compensation thereforconversion.
(b) In determining any amount provided for in this Section 3.04, Lender shall use commercially reasonable averaging and attribution methods. If Lender makes a claim under this Section, it shall submit to Borrower a certificate setting forth the basis for such demand and a description of the computation of such demand as to such additional or increased cost or reduction, which certificate shall be conclusive absent manifest error.
Appears in 1 contract
Increased Cost. The Borrower shall reimburse or compensate the Lender, upon demand, for all costs incurred, losses suffered or payments made by the Lender which are applied or reasonably allocated by the Lender to the transactions contemplated herein (aall as determined by the Lender in its reasonable discretion) If by reason of any Regulatory and all future reserve, deposit, capital adequacy or similar requirements against (or against any class of or change in or in the amount of) assets, liabilities or commitments of, or extensions of credit by, the Lender or Change occurs in Law or in the interpretation or application thereof after the date hereof; and compliance by the Lender with any directive, or requirements from any regulatory authority, whether or not having the force of law (including any Tax (other than Indemnified Taxes and Excluded Taxes)), provided that has or would have the effect of: ACTIVE/105942580.15
(i) imposingsuch amounts shall be consistent with amounts that the Lender is generally charging other borrowers similarly situated to the Borrower under substantially similar facilities with substantially similar assets from whom the Lender is entitled to seek such compensation, modifying or deeming applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, Lender; or
(ii) imposing on the Lender any other condition, cost shall use reasonable efforts to designate a different lending office for funding or expense affecting this Agreement booking its Loans hereunder or Loan made by Lender; to assign its rights and the result of any of the foregoing shall be obligations hereunder to reduce the rate of return on the capital of Lender as a consequence another of its obligations hereunder offices, branches or arising in connection herewith to a level below that which Lender could have achieved but for such introduction, change or compliance (taking into consideration the policies of Lender with respect to capital adequacy) by an amount deemed by Lender to be material, then from time to time, on the first Quarterly Payment Date occurring at least thirty (30) days after demand by Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a description of the computation of such demand), Borrower shall pay directly to Lender such additional amount or amounts as will compensate Lender for such reduction. Lender will take such actions reasonably requested by Borrower, at the expense of Borroweraffiliates, if such actions will avoid the need for, designation or assignment would eliminate or reduce any such amounts (and the amount ofBorrower hereby agrees to pay all reasonable costs and expenses incurred by the Lender in connection with any such designation or assignment), such compensation and will not, (iii) the Lender shall deliver a certificate to the Borrower setting forth in reasonable detail the judgment of Lender, additional amounts to be otherwise disadvantageous paid to it or inconsistent with its internal policies hereunder and procedures. In no event will Lender the calculations used in determining such amounts shall be expected or required to monitor conclusive absent manifest error and (iv) the occurrence of any of the events or contingencies described in this Section 3.04(a). Notwithstanding the foregoing, in no event Borrower shall Borrower not be required to compensate the Lender pursuant to this Section 3.04 8(m) for any amounts under this Section 3.04 increased costs or reductions incurred more than one hundred and eighty (180) 180 days prior to the date that the Lender notifies Borrower of demands compensation from the Borrower; provided that, if such amount and of Lender’s intention to claim compensation therefor.
(b) In determining any amount provided for Change in this Section 3.04, Lender shall use commercially reasonable averaging and attribution methods. If Lender makes a claim under this Section, it shall submit to Borrower a certificate setting forth the basis for such demand and a description of the computation of such demand as Law or other event giving rise to such additional increased costs or increased cost or reductionreductions is retroactive, which certificate then the 180-day period referred to above shall be conclusive absent manifest errorextended to include the period of retroactive effect thereof.
Appears in 1 contract
Sources: Credit Agreement (FS Multi-Alternative Income Fund)
Increased Cost. If any Regulatory Change:
(a) If shall subject the Lender to any Regulatory Change occurs that has tax, duty or would have other charge with respect to its Eurodollar Rate Advances, the effect of: ACTIVE/105942580.15Notes, its obligation to make Eurodollar Rate Advances or shall change the basis of taxation of payment to the Lender of the principal of or interest on Eurodollar Rate Advances or any other amounts due under this Agreement in respect of Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances (except for changes in the rate of tax on the overall net income of the Lender imposed by the jurisdiction in which the Lender's principal office is located); or
(ib) imposingshall impose, modifying modify or deeming deem applicable any reserve, special deposit, compulsory loan, insurance charge capital requirement or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended or participated in by, Lender; or
(ii) imposing the Lender or shall impose on the Lender or on the interbank Eurodollar market any other conditioncondition affecting its Eurodollar Rate Advances, cost the Notes or expense affecting this Agreement or Loan made by Lenderits obligation to make Eurodollar Rate Advances; and the result of any of the foregoing shall be is to increase the cost to the Lender of making or maintaining any Eurodollar Rate Advance, or to reduce the rate amount of return on any sum received or receivable by the capital of Lender as a consequence of its obligations hereunder under this Agreement or arising in connection herewith to a level below that which Lender could have achieved but for such introductionunder the Revolving Note or the Term Note, change or compliance (taking into consideration the policies of Lender with respect to capital adequacy) by an amount deemed by Lender to be materialthen, then from time to time, on the first Quarterly Payment Date occurring at least thirty (30) within 30 days after demand by Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a description of Lender, the computation of such demand), Borrower shall pay directly to the Lender such additional amount or amounts as will compensate the Lender for such increased cost or reduction. The Lender will take such actions reasonably requested by Borrower, at promptly notify the expense of Borrower, if such actions will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of Lender, be otherwise disadvantageous to it or inconsistent with its internal policies and procedures. In no event will Lender be expected or required to monitor the occurrence Borrower of any event of which it has knowledge, occurring after the events or contingencies described in this Section 3.04(a). Notwithstanding date hereof, which will entitle the foregoing, in no event shall Borrower be required Lender to compensate Lender compensation pursuant to this Section 3.04 for any amounts Section. A certificate of the Lender claiming compensation under this Section 3.04 incurred more than one hundred Section, setting forth the additional amount or amounts to be paid to it hereunder and eighty (180) days prior to stating in reasonable detail the date that Lender notifies Borrower basis for the charge and the method of such amount and computation, shall be conclusive in the absence of Lender’s intention to claim compensation therefor.
(b) error. In determining such amount, the Lender may use any amount provided for in this Section 3.04, Lender shall use commercially reasonable averaging and attribution methods. If Lender makes a claim under this Section, it shall submit to Borrower a certificate setting forth Failure on the basis for such demand and a description part of the computation Lender to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of such the Lender's rights to demand as to such additional compensation for any increased costs or increased cost reduction in amounts received or reduction, which certificate shall be conclusive absent manifest errorreceivable in any subsequent Interest Period.
Appears in 1 contract
Sources: Credit Agreement (Rimage Corp)
Increased Cost. (a) If any Regulatory Change occurs that has or would have the effect of: ACTIVE/105942580.15Change:
(i) imposingshall subject any Lender (or its Applicable Lending Office) to any tax, modifying duty or deeming other charge with respect to any Libor Balances or IBOR Balances, its Note or its obligation to make Libor Balances or IBOR Balances available to the Borrower or (as the case may be) issuing or participating in Letters of Credit, or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under this Agreement or its Note in respect of any Libor Balances or IBOR Balances (other than franchise taxes or taxes imposed on or measured by the net income of such Lender by the jurisdiction in which such Lender is organized, has its principal office or such Applicable Lending Office or is doing business);
(ii) shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge assessment or similar requirement against (other than the Eurodollar Reserve Percentage utilized in the determination of the Libor Rate or the IBOR Rate) relating to any extensions of credit or other assets of, or any deposits with or for the account other liabilities or commitments of, such Lender (or credit extended or participated in byits Applicable Lending Office), Lenderincluding the Commitment of such Lender hereunder; or
(iiiii) imposing shall impose on such Lender (or its Applicable Lending Office), the London interbank market or the offshore interbank market (with respect to the IBOR Rate) any other condition, cost or expense condition affecting this Agreement or Loan made by Lenderits Note or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing shall be is to increase the cost to such Lender (or its Applicable Lending Office) of making, Converting into, Continuing or maintaining any Libor Balances or IBOR Balances or to reduce the rate of return on the capital of any sum received or receivable by such Lender as a consequence of (or its obligations hereunder Applicable Lending Office) under this Agreement or arising in connection herewith to a level below that which Lender could have achieved but for such introduction, change or compliance (taking into consideration the policies of Lender its Note with respect to capital adequacy) by an amount deemed by Lender to be materialany Libor Balances or IBOR Balances, then from time to time, on the first Quarterly Payment Date occurring at least thirty (30) days after demand by Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a description of the computation of such demand), Borrower shall pay directly to such Lender on demand such additional amount or amounts as will compensate such Lender for such reduction. Lender will take such actions reasonably requested by Borrower, at the expense of Borrower, if such actions will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of Lender, be otherwise disadvantageous to it or inconsistent with its internal policies and procedures. In no event will Lender be expected or required to monitor the occurrence of any of the events or contingencies described in this Section 3.04(a). Notwithstanding the foregoing, in no event shall Borrower be required to compensate Lender pursuant to this Section 3.04 for any amounts under this Section 3.04 incurred more than one hundred and eighty (180) days prior to the date that Lender notifies Borrower of such amount and of Lender’s intention to claim compensation therefor.
(b) In determining any amount provided for in this Section 3.04, Lender shall use commercially reasonable averaging and attribution methods. If Lender makes a claim under this Section, it shall submit to Borrower a certificate setting forth the basis for such demand and a description of the computation of such demand as to such additional or increased cost or reduction. If any Lender requests compensation by the Borrower under this Section 6.1(a), the Borrower may, by notice to such Lender (with a copy to the Agent), suspend the obligation of such Lender to make or maintain Libor Balances or IBOR Balances, or to Convert any portion of the Base Rate Balances into Libor Balances or IBOR Balances, until the event or condition giving rise to such request ceases to be in effect (in which certificate case the provisions of Section 6.4 shall be conclusive absent manifest errorapplicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested.
Appears in 1 contract
Increased Cost. (a) If If, after the Closing Date, any Regulatory Change occurs that has or would have compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the effect of: ACTIVE/105942580.15force of law) of any Governmental Authority, central bank, or comparable agency:
(i) imposingshall subject such Lender (or its Applicable Lending Office) to any tax, modifying duty, or deeming other charge with respect to any Libor Accounts, its Notes, or its obligation to make Libor Accounts, or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under this Agreement or its Notes in respect of any Libor Accounts (other than franchise taxes or taxes imposed on or measured by the net income of such Lender by the jurisdiction in which such Lender is organized, has its principal office or such Applicable Lending Office or is doing business);
(ii) shall impose, modify, or deem applicable any reserve, special deposit, compulsory loanassessment, insurance charge or similar requirement against (other than the Reserve Requirement utilized in the determination of the Adjusted Libor Rate) relating to any extensions of credit or other assets of, or any deposits with or for the account other liabilities or commitments of, such Lender (or credit extended or participated in byits Applicable Lending Office), Lenderincluding the Commitments of such Lender hereunder; or
(iiiii) imposing shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition, cost or expense condition affecting this Agreement or Loan made by Lenderits Notes or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing shall be is to increase the cost to such Lender (or its Applicable Lending Office) of making, Converting into, Continuing, or maintaining any Libor Accounts or to reduce the rate of return on the capital of any sum received or receivable by such Lender as a consequence of (or its obligations hereunder Applicable Lending Office) under this Agreement or arising in connection herewith to a level below that which Lender could have achieved but for such introduction, change or compliance (taking into consideration the policies of Lender its Notes with respect to capital adequacy) by an amount deemed by Lender to be materialany Libor Accounts, then from time to time, on the first Quarterly Payment Date occurring at least thirty (30) days after demand by Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a description of the computation of such demand), Borrower shall pay directly to such Lender on demand such additional amount or amounts as will compensate such Lender for such reduction. Lender will take such actions reasonably requested by Borrower, at the expense of Borrower, if such actions will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of Lender, be otherwise disadvantageous to it or inconsistent with its internal policies and procedures. In no event will Lender be expected or required to monitor the occurrence of any of the events or contingencies described in this Section 3.04(a). Notwithstanding the foregoing, in no event shall Borrower be required to compensate Lender pursuant to this Section 3.04 for any amounts under this Section 3.04 incurred more than one hundred and eighty (180) days prior to the date that Lender notifies Borrower of such amount and of Lender’s intention to claim compensation therefor.
(b) In determining any amount provided for in this Section 3.04, Lender shall use commercially reasonable averaging and attribution methods. If Lender makes a claim under this Section, it shall submit to Borrower a certificate setting forth the basis for such demand and a description of the computation of such demand as to such additional or increased cost or reduction. If any Lender requests compensation by the Borrower under this SECTION 6.1(A), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or maintain Libor Accounts, or to Convert Base Rate Accounts into Libor Accounts, until the event or condition giving rise to such request ceases to be in effect (in which certificate case the provisions of SECTION 6.4 shall be conclusive absent manifest errorapplicable); PROVIDED that such suspension shall not affect the right of such Lender to receive the compensation so requested.
Appears in 1 contract
Sources: Credit Agreement (First Investors Financial Services Group Inc)
Increased Cost. (a) If If, after the date hereof, any Regulatory Change occurs that has or would have compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the effect of: ACTIVE/105942580.15force of law) of any Governmental Authority, central bank, or comparable agency:
(i) imposingshall subject such Lender (or its Applicable Lending Office) to any tax, modifying duty, or deeming other charge with respect to any Libor Accounts, its Notes, or its obligation to make Libor Accounts, or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under this Agreement or its Notes in respect of any Libor Accounts (other than franchise taxes or taxes imposed on or measured by the net income of such Lender by the jurisdiction in which such Lender is organized, has its principal office or such Applicable Lending Office or is doing business);
(ii) shall impose, modify, or deem applicable any reserve, special deposit, compulsory loanassessment, insurance charge or similar requirement against (other than the Reserve Requirement utilized in the determination of the Adjusted Libor Rate) relating to any extensions of credit or other assets of, or any deposits with or for the account other liabilities or commitments of, such Lender (or credit extended or participated in byits Applicable Lending Office), Lenderincluding the Commitments of such Lender hereunder; or
(iiiii) imposing shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition, cost or expense condition affecting this Agreement or Loan made by Lenderits Notes or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing shall be is to reduce increase the rate of return on the capital of cost to such Lender as a consequence of (or its obligations hereunder or arising in connection herewith to a level below that which Lender could have achieved but for such introduction, change or compliance (taking into consideration the policies of Lender with respect to capital adequacyApplicable Lending Office) by an amount deemed by such Lender to be materialmaterial of making, Converting into, Continuing, or maintaining any Libor Accounts or to reduce any sum received or receivable by such Lender (or its Applicable Lending Office) under this Agreement or its Notes with respect to any Libor Accounts, then from time to time, on the first Quarterly Payment Date occurring at least thirty (30) days after demand by Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a description of the computation of such demand), Borrower shall pay directly to such Lender on demand such additional amount or amounts as will compensate such Lender for such reduction. Lender will take such actions reasonably requested by Borrower, at the expense of Borrower, if such actions will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of Lender, be otherwise disadvantageous to it or inconsistent with its internal policies and procedures. In no event will Lender be expected or required to monitor the occurrence of any of the events or contingencies described in this Section 3.04(a). Notwithstanding the foregoing, in no event shall Borrower be required to compensate Lender pursuant to this Section 3.04 for any amounts under this Section 3.04 incurred more than one hundred and eighty (180) days prior to the date that Lender notifies Borrower of such amount and of Lender’s intention to claim compensation therefor.
(b) In determining any amount provided for in this Section 3.04, Lender shall use commercially reasonable averaging and attribution methods. If Lender makes a claim under this Section, it shall submit to Borrower a certificate setting forth the basis for such demand and a description of the computation of such demand as to such additional or increased cost or reduction. If any Lender requests compensation by the Borrower under this Section 6.1(a), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or maintain Libor Accounts, or to Convert Base Rate Accounts into Libor Accounts, until the event or condition giving rise to such request ceases to be in effect (in which certificate case the provisions of Section 6.4 shall be conclusive absent manifest errorapplicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested.
Appears in 1 contract
Increased Cost. (a) If If, after the Closing Date, any Regulatory Change occurs that has or would have compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the effect of: ACTIVE/105942580.15force of law) of any Governmental Authority, central bank or comparable agency:
(i) imposingshall subject such Lender (or its Applicable Lending Office) to any tax, modifying duty or deeming other charge with respect to any Libor Balances or IBOR Balances, its Note or its obligation to make Libor Balances or IBOR Balances available to the Borrower or (as the case may be) issuing or participating in Letters of Credit, or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under this Agreement or its Note in respect of any Libor Balances or IBOR Balances (other than franchise taxes or taxes imposed on or measured by the net income of such Lender by the jurisdiction in which such Lender is organized, has its principal office or such Applicable Lending Office or is doing business);
(ii) shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge assessment or similar requirement against (other than the Eurodollar Reserve Percentage utilized in the determination of the Libor Rate or the IBOR Rate) relating to any extensions of credit or other assets of, or any deposits with or for the account other liabilities or commitments of, such Lender (or credit extended or participated in byits Applicable Lending Office), Lenderincluding the Commitment of such Lender hereunder; or
(iiiii) imposing shall impose on such Lender (or its Applicable Lending Office), the London interbank market or the offshore interbank market (with respect to the IBOR Rate) any other condition, cost or expense condition affecting this Agreement or Loan made by Lenderits Note or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing shall be is to increase the cost to such Lender (or its Applicable Lending Office) of making, Converting into, Continuing or maintaining any Libor Balances or IBOR Balances or to reduce the rate of return on the capital of any sum received or receivable by such Lender as a consequence of (or its obligations hereunder Applicable Lending Office) under this Agreement or arising in connection herewith to a level below that which Lender could have achieved but for such introduction, change or compliance (taking into consideration the policies of Lender its Note with respect to capital adequacy) by an amount deemed by Lender to be materialany Libor Balances or IBOR Balances, then from time to time, on the first Quarterly Payment Date occurring at least thirty (30) days after demand by Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a description of the computation of such demand), Borrower shall pay directly to such Lender on demand such additional amount or amounts as will compensate such Lender for such reduction. Lender will take such actions reasonably requested by Borrower, at the expense of Borrower, if such actions will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of Lender, be otherwise disadvantageous to it or inconsistent with its internal policies and procedures. In no event will Lender be expected or required to monitor the occurrence of any of the events or contingencies described in this Section 3.04(a). Notwithstanding the foregoing, in no event shall Borrower be required to compensate Lender pursuant to this Section 3.04 for any amounts under this Section 3.04 incurred more than one hundred and eighty (180) days prior to the date that Lender notifies Borrower of such amount and of Lender’s intention to claim compensation therefor.
(b) In determining any amount provided for in this Section 3.04, Lender shall use commercially reasonable averaging and attribution methods. If Lender makes a claim under this Section, it shall submit to Borrower a certificate setting forth the basis for such demand and a description of the computation of such demand as to such additional or increased cost or reduction. If any Lender requests compensation by the Borrower under this Section 6.1(a), the Borrower may, by notice to such Lender (with a copy to the Agent), suspend the obligation of such Lender to make or maintain Libor Balances or IBOR Balances, or to Convert any portion of the Base Rate Balances into Libor Balances or IBOR Balances, until the event or condition giving rise to such request ceases to be in effect (in which certificate case the provisions of Section 6.4 shall be conclusive absent manifest errorapplicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested.
Appears in 1 contract