Increased Costs; Capital Adequacy, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof after the date hereof or (ii) the compliance with any guideline or request from any governmental authority, central bank or comparable agency (whether or not having the force of law) issued after the date hereof, there shall be any increase in the cost to any Bank of agreeing to make or making, funding or maintaining LIBOR Advances (other than increased costs described in Section 2.06 or in clause (b) below), then the Borrower shall from time to time, upon demand by such Bank (with a copy of such demand to the Agent), pay to the Agent for the account of such Bank additional amounts sufficient to compensate such Bank for such increased cost. A certificate in reasonable detail as to the basis for and the amount of such increased cost, submitted to the Borrower and the Agent by such Bank, shall be prima facie evidence of such amount. No Bank shall be permitted to recover increased costs incurred or accrued more than 90 days prior to notice to the Borrower thereof. (b) If any Bank shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its lending office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency (except to the extent such request or directive arises as a result of the individual creditworthiness of such Bank) has the effect of increasing the amount of capital required or expected to be maintained by such Bank or any Person controlling such Bank as a result of such Bank's Commitment hereunder, then upon demand by such Bank (with a copy to the Agent), the Borrower shall immediately pay to the Agent for the account of such Bank additional amounts sufficient to compensate such Bank or such Person for the increased cost to such Bank or such Person as a result of such increase in capital to the extent that such Bank reasonably determines such increase in capital to be allocable to such Bank's Commitment. A certificate as to such amounts submitted to the Borrower and the Agent by such Bank and certifying that such costs are generally being charged by such Bank to other similarly situated borrowers under similar credit facilities shall be prima facie evidence of such amounts, although the failure to give any such demand shall not release or diminish any of the Borrower's obligations to pay additional amounts pursuant to this Section 2.10(b). No Bank shall be permitted to recover additional amounts pursuant to this Section 2.10(b) accrued more than 90 days prior to notice to the Borrower thereof. (c) Each Bank shall use reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to select a jurisdiction for its Applicable Lending Office or change the jurisdiction of its Applicable Lending Office, as the case may be, so as to avoid the imposition of any increased costs under this Section 2.10 or to eliminate the amount of any such increased cost which may thereafter accrue or to eliminate any unlawful circumstance referred to in Section 2.11; provided that no such selection or change of the jurisdiction for its Applicable Lending Office shall be made if, in the reasonable judgment of such Bank, such selection or change would be disadvantageous to such Bank.
Appears in 1 contract
Samples: Revolving Credit Agreement (Enron Capital & Trade Resources Corp)
Increased Costs; Capital Adequacy, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof after the date hereof or (ii) the compliance with any guideline or request from any governmental authority, central bank or comparable agency (whether or not having the force of law) issued after the date hereof), there shall be any increase in the cost to any Bank of agreeing to make or making, funding or maintaining LIBOR Advances (or of maintaining its obligation to make any such Advance), any increase in the cost to any Bank of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or issue any such Letter of Credit), or any reduction in amount of any sum received or receivable by such Bank hereunder (whether of principal, interest, or any other amount) (other than increased costs described in Section 2.06 or in clause (bSection 2.10(c) below), then the applicable Borrower or Borrowers shall from time to time, upon demand by such Bank (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Bank additional amounts sufficient to compensate such Bank for such increased costcost unless such Bank shall have withdrawn its demand for additional compensation for such increased cost pursuant to Section 2.16(b) or such Borrower is not obligated to pay such amounts pursuant to Section 2.16(a). A certificate in Such Bank shall provide to such Borrower a reasonable detail as to the basis for and the amount explanation of such increased cost, submitted amounts to the Borrower and the Agent be paid by such Bank, shall be prima facie evidence of such amount. No Bank shall be permitted to recover increased costs incurred or accrued more than 90 days prior to notice to the Borrower thereofBorrower.
(b) If the applicable Borrower so notifies the Administrative Agent within five Business Days after any Bank notifies such Borrower of any increased cost pursuant to the provisions of Section 2.10(a), such Borrower shall Convert all Advances of the Type affected by such increased cost of all Banks then outstanding into Advances of another Type in accordance with Section 2.08 and, additionally, reimburse such Bank for such increased cost in accordance with Section 2.10(a).
(c) If any Bank shall have determined that, after the date hereofEffective Date, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its lending office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency (except to the extent such request or directive arises as a result of the individual creditworthiness of such Bank) ), has the effect of increasing the amount of capital required or expected to be maintained by such Bank or any Person controlling such Bank as a result of such Bank's its Commitment hereunderhereunder or the existence of any Letter of Credit, then upon demand by such Bank (shall have the right to give prompt written notice and demand for payment thereof to the applicable Borrower with a copy to the Agent), Administrative Agent (which notice and demand shall show in reasonable detail the Borrower shall immediately pay to the Agent for the account calculation of such Bank additional amounts sufficient as shall be required to compensate such Bank or such Person for the increased cost to such Bank or such Person Bank's holding company as a result of such increase in capital to the extent that such Bank reasonably determines such increase in capital to be allocable to such Bank's Commitment. A certificate as to such amounts submitted to the Borrower and the Agent by such Bank and certifying that such costs are generally being charged by such Bank to other similarly situated borrowers under similar credit facilities shall be prima facie evidence of such amountscapital), although the failure to give any such demand notice shall not not, unless such notice fails to set forth the information required above, release or diminish any of the Borrower's Borrowers' obligations to pay additional amounts pursuant to this Section 2.10(b2.10(c). No Bank , and subject to Section 2.16, such Borrower shall be permitted to recover pay such additional amounts pursuant to this Section 2.10(b) accrued more than 90 days prior to notice to the Borrower thereofamounts.
(cd) Each Bank shall use its commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to select a jurisdiction for its Applicable Lending Office or change the jurisdiction of its Applicable Lending Office, as the case may be, so as to avoid the imposition of any increased costs under this Section 2.10 or to eliminate the amount of any such increased cost which may thereafter accrue or to eliminate any unlawful circumstance referred to in Section 2.11accrue; provided that no such selection or change of the jurisdiction for its Applicable Lending Office shall be made if, in the reasonable judgment of such Bank, such selection or change would be disadvantageous to such Bank.
(e) No Bank shall be entitled to recover increased costs pursuant to this Section 2.10, (a) incurred or accruing more than 90 days prior to the date on which such Bank sent to the applicable Borrower a written notice and demand for payment as specified in this Section 2.10, or (b) to the extent that such increased costs have resulted from the failure of such Bank to have complied with Section 2.10(d).
Appears in 1 contract
Samples: Credit Agreement (Ensco PLC)
Increased Costs; Capital Adequacy, Etc. (a) IfSubject to Section 8.8, if, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof thereof, in each case after the date hereof of this Agreement, or (ii) the compliance with any guideline or request from any governmental authority, central bank or comparable agency (whether or not having the force of law) in each case made or issued after the date hereofof this Agreement, there shall be any increase in the cost to any Bank of agreeing to make or making, funding or maintaining LIBOR Eurodollar Advances (other than increased costs described in Section 2.06 2.6 or in clause (bc) below), then the Borrower shall from time to time, upon demand by such Bank within 20 Business Days following its receipt of the certificate hereinbelow referenced (with a copy of such demand certificate from the requesting Bank to the Administrative Agent), pay to the Administrative Agent for the account of such Bank additional amounts sufficient to compensate such Bank for such increased cost. A certificate in reasonable detail as to stating the basis for and the amount of such increased cost, showing in reasonable detail the calculation of such additional amounts as shall be required to compensate it for the increased costs to it as a result of such events and certifying that such costs are generally being charged by it to other similarly situated borrowers under similar credit facilities shall be submitted to the Borrower and the Administrative Agent by such Bank, which certificate shall be prima facie evidence conclusive and binding for all purposes, absent manifest error. Promptly after any Bank becomes aware of any such amountintroduction, change or proposed compliance, such Bank shall notify the Borrower thereof. No Bank shall be permitted to recover increased costs incurred or accrued pursuant to this Section 2.10(a) more than 90 180 days prior to notice the date it sends the certificate to the Borrower which is referred to in this Section 2.10(a); provided, however, that if any such introduction, change, interpretation, guideline or request referred to above giving rise to such increased costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.
(b) If the Borrower so notifies the Administrative Agent of any increased cost pursuant to the provisions of Section 2.10(a), the Borrower shall have the right to Convert all Advances of the Type affected by such increased cost of all Banks then outstanding into Advances of another Type in accordance with Section 2.8 and, additionally, reimburse such Bank for such increased cost in accordance with Section 2.10(a).
(c) If any Bank shall have determined that, after the date hereof, the adoption of any applicable law, rule rule, regulation or regulation treaty regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, in each case after the date hereof, or compliance by any such Bank (or its lending office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency (except to the extent such request or directive arises as a result of the individual creditworthiness of such Bank) , in each case made or issued after the date hereof), has or would have the effect of increasing the amount of capital required or expected to be maintained by such Bank or any Person controlling such Bank as a result of such Bank's its Commitment or Advance hereunder, then upon demand by such Bank (shall have the right to give prompt written notice thereof to the Borrower with a copy to the Administrative Agent), which notice shall show in reasonable detail the Borrower shall immediately pay to the Agent for the account calculation of such Bank additional amounts sufficient as shall be required to compensate such Bank or such Person it for the increased cost to such Bank or such Person it as a result of such increase in capital to the extent that such Bank reasonably determines such increase in capital to be allocable to such Bank's Commitment. A certificate as to such amounts submitted to the Borrower and the Agent by such Bank and certifying shall certify that such costs are generally being charged by such Bank it to other similarly situated borrowers under similar credit facilities facilities, which notice shall be prima facie evidence of such amountsconclusive and binding for all purposes, absent manifest error, although the failure to give any such demand notice shall not not, unless such notice fails to set forth the information required above or except as otherwise expressly provided in Section 2.17(a), release or diminish any of the Borrower's obligations to pay additional amounts pursuant to this Section 2.10(b2.17(a). No Bank shall be permitted to recover additional amounts increased costs incurred or accrued pursuant to this Section 2.10(b2.10(c) accrued more than 90 180 days prior to notice the date it sends the certificate to the Borrower which is referred to in this Section 2.10(c); provided, however, that if any such adoption or change in any applicable law, rule, regulation or treaty, or any request or directive, giving rise to such increased costs is retroactive, then the 180- day period referred to above shall be extended to include the period of retroactive effect thereof.
(cd) Each Bank shall use its reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to select a jurisdiction for its Applicable Lending Office Office, or change the jurisdiction of its Applicable Lending Office, as the case may be, Office so as to avoid the imposition of any increased costs under Section 2.6 or this Section 2.10 or to eliminate the amount of any such increased cost which may thereafter accrue or to eliminate any unlawful circumstance referred to in Section 2.11accrue; provided that no such selection or change of the jurisdiction for its Applicable Lending Office shall be made if, in the reasonable judgment of such Bank, such selection or change would be disadvantageous to such Bankit.
Appears in 1 contract
Increased Costs; Capital Adequacy, Etc. (a) Ifa. Subject to Section 8.8, if, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof thereof, in each case after the date hereof of this Agreement, or (ii) the compliance with any guideline or request from any governmental authority, central bank or comparable agency (whether or not having the force of law) in each case made or issued after the date hereofof this Agreement, there shall be any increase in the cost to any Bank of agreeing to make or making, funding or maintaining LIBOR Eurodollar Advances (other than increased costs described in Section 2.06 2.6 or in clause (bc) below), then the Borrower shall from time to time, upon demand by such Bank within 20 Business Days following its receipt of the certificate hereinbelow referenced (with a copy of such demand certificate from the requesting Bank to the Administrative Agent), pay to the Administrative Agent for the account of such Bank additional amounts sufficient to compensate such Bank for such increased cost. A certificate in reasonable detail as to stating the basis for and the amount of such increased cost, showing in reasonable detail the calculation of such additional amounts as shall be required to compensate it for the increased costs to it as a result of such events and certifying that such costs are generally being charged by it to other similarly situated borrowers under similar credit facilities shall be submitted to the Borrower and the Administrative Agent by such Bank, which certificate shall be prima facie evidence conclusive and binding for all purposes, absent manifest error. Promptly after any Bank becomes aware of any such amountintroduction, change or proposed compliance, such Bank shall notify the Borrower thereof. No Bank shall be permitted to recover increased costs incurred or accrued pursuant to this Section 2.11(a) more than 90 180 days prior to notice the date it sends the certificate to the Borrower which is referred to in this Section 2.11(a); provided, however, that if any such introduction, change, interpretation, guideline or request referred to above giving rise to such increased costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.
(b) . If the Borrower so notifies the Administrative Agent of any increased cost pursuant to the provisions of Section 2.11(a), the Borrower shall have the right to Convert all Advances of the Type affected by such increased cost of all Banks then outstanding into Advances of another Type in accordance with Section 2.8 and, additionally, reimburse such Bank for such increased cost in accordance with Section 2.11(a). If any Total Facility Bank shall have determined that, after the date hereof, the adoption of any applicable law, rule rule, regulation or regulation treaty regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, in each case after the date hereof, or compliance by any such Total Facility Bank (or its lending office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency (except to the extent such request or directive arises as a result of the individual creditworthiness of such Total Facility Bank) , in each case made or issued after the date hereof), has or would have the effect of increasing the amount of capital required or expected to be maintained by such Bank or any Person controlling such Bank as a result of such Bank's its Commitment, Canadian Commitment or Sterling Commitment hereunder, then upon demand by such Total Facility Bank (shall have the right to give prompt written notice thereof to the Borrower with a copy to the Administrative Agent), which notice shall show in reasonable detail the Borrower shall immediately pay to the Agent for the account calculation of such Bank additional amounts sufficient as shall be required to compensate such Bank or such Person it for the increased cost to such Bank or such Person it as a result of such increase in capital to the extent that such Bank reasonably determines such increase in capital to be allocable to such Bank's Commitment. A certificate as to such amounts submitted to the Borrower and the Agent by such Bank and certifying shall certify that such costs are generally being charged by such Bank it to other similarly situated borrowers under similar credit facilities facilities, which notice shall be prima facie evidence of such amountsconclusive and binding for all purposes, absent manifest error, although the failure to give any such demand notice shall not not, unless such notice fails to set forth the information required above or except as otherwise expressly provided in Section 2.18(a), release or diminish any of the Borrower's obligations to pay additional amounts pursuant to this Section 2.10(b2.18(a). No Total Facility Bank shall be permitted to recover additional amounts increased costs incurred or accrued pursuant to this Section 2.10(b2.11(c) accrued more than 90 180 days prior to notice the date it sends the certificate to the Borrower which is referred to in this Section 2.11(c); provided, however, that if any such adoption or change in any applicable law, rule, regulation or treaty, or any request or directive, giving rise to such increased costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.
(c) . Each Total Facility Bank shall use its reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to select a jurisdiction for its Applicable Lending Office, Canadian Lending Office or UK Lending Office, as appropriate, or change the jurisdiction of its Applicable Lending Office, Canadian Lending Office or UK Lending Office, as the case may be, so as to avoid the imposition of any increased costs under Section 2.6 or this Section 2.10 2.11 or to eliminate the amount of any such increased cost which may thereafter accrue or to eliminate any unlawful circumstance referred to in Section 2.11accrue; provided that no such selection or change of the jurisdiction for its Applicable Lending Office, Canadian Lending Office or UK Lending Office shall be made if, in the reasonable judgment of such Total Facility Bank, such selection or change would be disadvantageous to such Bankit.
Appears in 1 contract
