Increased Costs and Illegality. (1) Any Lender with Increased Costs may request the Borrower to pay the Increased Costs. Upon such request, the Borrower shall pay the Increased Costs to such Lender with Increased Costs to the extent not inconsistent with the Laws and Ordinances.
(2) If the Borrower receives, prior to the Disbursement Date, a notice of request as provided in the preceding Paragraph (1), it may release the obligation to make an advance in relation to such Lender with Increased Costs by notifying the Agent and the Lenders thereof not later than one (1) Business Day prior to the Disbursement Date.
(3) If the Borrower receives, on or after the Disbursement Date, a notice of request as provided in the preceding Paragraph (1), it may, on the date on which it proposes to prepay the Individual Advance of such Lender with Increased Costs (which date shall be no earlier than tenth (10th) Business Day after the receipt of such request and be notified to such Lender and the Agent; such date being hereinafter referred to as the "Prepayment Date for Increased Costs"), prepay the Individual Advance of such Lender with Increased Costs. In case of the prepayment of principal of the Individual Advance made by such Lender with Increased Costs in accordance with the provisions of this Paragraph (3), the Borrower shall pay the entire amount of principal of such Individual Advance, together with any accrued interest on such principal and any Break Funding Costs, and the Increased Costs so requested to pay, to such Lender with Increased Costs on such Prepayment Date for Increased Costs.
(4) If the execution and performance of this Agreement and transactions pursuant hereto shall become in breach of any Laws and Ordinances binding on any of the Lenders, as notified by such Lender to the Borrower through the Agent, (i), in the event of the maintenance of obligation to make an advance, the disbursement of an Individual Advance or the funding to make an Individual Advance becoming illegal, such Lender may terminate its obligation to make an advance as of the date before a day on which such illegality occurs and (ii), in the event of the maintenance of an Individual Advance already disbursed becoming illegal, such Lender may require the Borrower to pay the entire amount of an Individual Advance Payable relating to the Individual Advance, together with any accrued interest and Break Funding Costs (if any) on the date before a day on which such illegality occurs (or such other date as provided in the ...
Increased Costs and Illegality. (a) If any Change in Law shall:
(i) impose, modify or deem 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 by, any Lender or any Issuing Bank (except any such reserve requirement reflected in the Eurocurrency Rate);
(ii) impose on any Lender or any Issuing Bank or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Eurocurrency Loans made by such Lender or any Letter of Credit or participation therein; or
(iii) subject any Recipient of any payments to be made by or on account of any obligation of any Borrower hereunder to any Taxes on its Loans, loan principal, Letters of Credit, Commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto (other than (A) Indemnified Taxes, (B) Excluded Taxes, (C) Other Taxes, which Other Taxes, solely for purposes of this Section 2.14(a)(iii), include any Taxes that would be Other Taxes but for the fact that they are imposed with respect to an assignment) or (D) Connection Income Taxes; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, continuing, converting to or maintaining any Eurocurrency Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender, such Issuing Bank or such other Recipient of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender, such Issuing Bank or such other Recipient hereunder (whether of principal, interest or otherwise), then, subject to paragraphs (c) and (d) of this Section 2.14, the Borrowers (other than any Foreign Designated Borrower) will jointly and severally pay to such Lender, such Issuing Bank or such other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered; provided that such amounts shall be proportionate to the amounts that such Lender or such Issuing Bank charges other borrowers or account parties for such additional costs incurred or reductions suffered on loans or letters of credit, as the case may be, similarly situated to the Borrowers in connection with substantially similar facilities as reasonably determined by such Lender or such Issuing Bank, as the case...
Increased Costs and Illegality. If any change in lending office of any Bank or assignment or substitution of or with respect to all or any part of the rights or obligations of a Bank under this Agreement pursuant to clause 29.3, 29.4 or 29.5 is made which results (or would but for this clause result) at the time thereof in amounts becoming payable under clauses 12.2 or 14.l, then the assignee or transferee (or, in the case of a change in lending office, the Bank) shall be entitled to receive such amounts only to the extent that the assignor or transferor would have been so entitled had there been no such assignment, transfer or change in lending office. Nothing in this clause will affect the rights of an assignee or transferee under clauses 12.2 or 14.1 in relation to amounts which may become payable after the time of assignment or transfer. No such assignment or transfer shall be made if the assignee or transferee would be entitled immediately afterwards to give notice under clause 13.
Increased Costs and Illegality. In the event that (x) in the case of clause (i) below, the Agent, and (y) in the case of clauses (ii) and (iii) below, any Lender, shall have determined (which determination in either case shall, absent manifest error, be final and conclusive and binding upon all parties hereto):
(i) on any date for determining the LIBOR Rate for any Interest Period that, by reason of any changes arising on or after the date of this Agreement affecting the relevant capital market, (x) adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of LIBOR Rate or (y) such means will not adequately and fairly reflect the cost to the Lenders of funding LIBOR Loans for the relevant Interest Periods; or
(ii) at any time, that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any LIBOR Loans because of (x) any change since the date of this Agreement in any applicable law, governmental rule, regulation, guideline or order (or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, guideline or order) (such as, for example, but not limited to, in the case of a LIBOR Loan, a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the extent included in the computation of the LIBOR Rate) and/or (y) other circumstances affecting the relevant capital market; or
(iii) at any time, that the making or continuance of any LIBOR Loan has become unlawful by compliance by such Lender in good faith with any law, governmental rule, regulation, guideline or order (or would conflict with any such governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or has become impracticable as a result of a contingency occurring after the date of this Agreement which materially and adversely affects the relevant capital market; then, and in any such event, the Lender so affected (or the Agent, in the case of clause (i) above) shall on such date give notice to the Borrower (and the other Lenders and/or the Agent, as the case may be) of such determination. Thereafter (x) in the case of clause (i) above, LIBOR Loans shall no longer be available until such time as the Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice by the A...
Increased Costs and Illegality. (a) Subject as provided in paragraph (b) below, if any assignment, transfer or novation of or with respect to all or any part of the rights or obligations of a Lender under this Agreement pursuant to Clause 30.2 or 30.3 or any change in Facility Office pursuant to Clause 30.6 is made which results (or would but for this Clause result) at the time thereof in amounts becoming payable by any Borrower to the New Lender under Clauses 13 or 15.1, then the assignee, transferee, New Lender or Lender acting through its new Facility Office, as the case may be, shall be entitled to receive such amounts only to the extent that the assignor, transferor, Existing Lender or Lender acting through its original Facility Office would have been so entitled had there been no such assignment, transfer, novation or change in Facility Office. No such assignment, transfer, novation or change in Facility Office shall be made if the assignee, transferee or New Lender or such Lender (in the case of a change in Facility Office) would be entitled immediately afterwards to give notice under Clause 16.
(b) The provisions of the first sentence of paragraph (a) above shall not apply in relation to any assignment, transfer or novation of or with respect to the rights or obligations of the Lenders which is effected by the relevant Lender within twelve months from the Effective Date.
Increased Costs and Illegality. McKesson shall be able to provide the Loans in compliance with all applicable laws without incurring increased costs, unless such increased costs shall be paid by Borrower.
Increased Costs and Illegality. (1) A Lender incurring Incremental Expenses may, by notice to the Borrower through the Agent, request the Borrower to bear the Incremental Expenses, and upon such request, the Borrower shall pay such Incremental Expenses to the Lender incurring such Incremental Expenses.
(2) If the execution and performance of this Agreement and the transactions contemplated thereunder are in violation of any law or regulation binding on either lender, such lender may, by giving notice to the borrower to that effect, (i) if the maintenance of the loan obligation, the making of the individual loans, or the financing for making the individual loans is held to be illegal (ii) if the maintenance of an individual loan that has already been executed is deemed illegal on the repayment date for the individual loan or on an earlier date, the lender may terminate the lender’s loan obligation as of the day before the date on which the individual loan is deemed illegal (however, if the deadline for repayment is stipulated in the relevant laws and regulations, etc.).
Increased Costs and Illegality. (a) Subject as provided in paragraph (b) below, if any assignment, transfer or substitution of or with respect to all or any part of the rights or obligations of a Bank under this Agreement pursuant to Clause 30.3 or 30.4 or any change in Facility Office pursuant to Clause 30.6 is made which results (or would but for this Clause result) at the time thereof in amounts becoming payable under Clauses 13 or 15.1, then the assignee, transferee, New Bank or Bank acting through its new Facility Office shall be entitled to receive such amounts only to the extent that the assignor, transferor, Existing Bank or Bank acting through its original Facility Office would have been so entitled had there been no such assignment, transfer, substitution or change in Facility Office. No such assignment, transfer, substitution or change in Facility Office shall be made if the assignee, transferee or substitute or such Bank (in the case of a change in Facility Office) would be entitled immediately afterwards to give notice under Clause 16.
(b) The provisions of the first sentence of paragraph (a) above shall not apply (i) in relation to any assignment, transfer or substitution of or with respect to the rights or obligations of the Original Banks, provided that the same is effected by the Original Banks within twelve months from the date of this Agreement, or (ii) with respect to any assignment, transfer or novation from Xxxxxxx Xxxxx Credit Partners L.P. to Xxxxxxx Sachs International Bank and, or (iii) with respect to any assignment, transfer or novation by Xxxxxxx Xxxxx Credit Partners L.P. to the extent that they would not have applied had such assignment, transfer or novation been effected by Xxxxxxx Sachs International Bank. However, the Original Banks (except with respect to assignments, transfers or novations by Xxxxxxx Xxxxx Credit Partners L.P. to Xxxxxxx Sachs International Bank and except, with respect to other assignments, transfers or novations by Xxxxxxx Xxxxx Credit Partners L.P., that the obligations of Xxxxxxx Sachs Credit Partners L.P. under this paragraph as it applies thereto shall be limited to those which would apply if such assignment, transfer or novation were made by Xxxxxxx Xxxxx International Bank) will use reasonable endeavours (to the extent not materially prejudicial to their ability successfully to syndicate the Facilities within twelve months of the Unconditional Date) to avoid making any assignment, transfer or substitution to or in favour of any...
Increased Costs and Illegality. 8.1 If the Lender has incurred the Increased Costs, the Lender may request each Borrower to bear the Increased Costs, and such Borrower shall pay such Increased Costs to the Lender. For the avoidance of doubt, the aggregate amount paid by the All Borrowers pursuant to this Article 8.1 shall not exceed the Increased Costs incurred by the Lender.
8.2 If each Borrower receives the request set forth in Article 8.1 above on any day prior to each Drawdown Date, such Borrower may terminate the Lending Obligation of the Lender, by giving a notice to the Lender by the Business Day immediately preceding such Drawdown Date.
8.3 If each Borrower receives the request set forth in Article 8.1 above on or after each Drawdown Date, such Borrower, by giving a notice to the Lender, may pay to the Lender, on the date Term Loan Agreement for QAON G.K. etc. dated September 30, 2015
Increased Costs and Illegality
