Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Lender Party of agreeing to make or of making, funding or maintaining Eurodollar Rate Advances or of agreeing to issue or of issuing or maintaining or participating in Letters of Credit or of agreeing to make or of making or maintaining Letter of Credit Advances or of purchasing, accepting or maintaining Bankers’ Acceptances or Notional Bankers’ Acceptances (excluding, for purposes of this Section 2.11, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.13 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Lender Party is organized or has its Applicable Lending Office or any political subdivision thereof), then the Borrowers shall from time to time, upon demand by such Lender Party (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender Party additional amounts sufficient to compensate such Lender Party for such increased cost. (b) If any Lender Party determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender Party or any corporation controlling such Lender Party and that the amount of such capital is increased by or based upon the existence of such Lender Party’s commitment to lend, to accept, purchase, maintain loans, and/or discount Banker’s Acceptances or to issue or participate in Letters of Credit hereunder and other commitments of such type or the issuance or maintenance of or participation in the Letters of Credit (or similar contingent obligations), then, upon demand by such Lender Party or such corporation (with a copy of such demand to the Administrative Agent), the US Borrower shall pay to the Administrative Agent for the account of such Lender Party, from time to time as specified by such Lender Party, additional amounts sufficient to compensate such Lender Party in the light of such circumstances, to the extent that such Lender Party reasonably determines such increase in capital to be allocable to the existence of such Lender Party’s commitment to lend, to accept, purchase, maintain loans, and/or discount Bankers’ Acceptances or Notional Bankers’ Acceptances or to issue or participate in Letters of Credit hereunder or to the issuance or maintenance of or participation in any Letters of Credit. (c) If, with respect to any Eurodollar Rate Advances under any Facility, Lenders owed at least a majority of the then aggregate unpaid principal amount thereof notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Lenders of making, funding or maintaining their Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrowers and the Appropriate Lenders, whereupon (i) each such Eurodollar Rate Advance under such Facility will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Appropriate Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers that such Lenders have determined that the circumstances causing such suspension no longer exist. (d) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation of any law or regulation shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for any Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate Advances hereunder, then, on notice thereof and demand therefor by such Lender to the Borrowers through the Administrative Agent, (i) each Eurodollar Rate Advance under each Facility under which such Lender has a Commitment will automatically, upon such demand, Convert into a Base Rate Advance and (ii) the obligation of the Appropriate Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers that such Lender has determined that the circumstances causing such suspension no longer exist; provided, however, that, before making any such demand, such Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Eurodollar Lending Office if the making of such a designation would allow such Lender or its Eurodollar Lending Office to continue to perform its obligations to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate Advances and would not, in the sole judgment of such Lender, be otherwise disadvantageous to such Lender. (e) Notwithstanding any other provision of this Agreement, if the introduction of or any change in the interpretation of any law or regulation shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for any Canadian Lender or its BA Lending Office to perform its obligations hereunder to complete and accept Drafts, to purchase Bankers’ Acceptances or Notional Bankers’ Acceptances or to continue to fund or maintain Bankers’ Acceptances or Notional Bankers’ Acceptances hereunder, then, on notice thereof and demand therefor by such Canadian Lender to the applicable Canadian Borrower through the Administrative Agent (i) an amount equal to the aggregate Face Amount of all Bankers’ Acceptances and Notional Bankers’ Acceptances outstanding at such time shall, within three Canadian Business Days following such demand (which shall only be made if deemed necessary by the applicable Canadian Lender to comply with applicable law), be deposited by the applicable Canadian Borrower into the BA Collateral Account until the Maturity Date of each such Bankers’ Acceptance and Notional Bankers’ Acceptance, (ii) upon the Maturity Date of any Bankers’ Acceptance or Notional Bankers’ Acceptance in respect of which any such deposit has been made, the Administrative Agent shall be, and hereby is, authorized (without notice to or any further action by the applicable Canadian Borrower) to apply, or to direct the Administrative Agent to apply, such amount (or the applicable portion thereof) to the reimbursement of such Bankers’ Acceptance and (iii) the obligation of the Canadian Lenders to complete and accept Drafts and purchase Bankers’ Acceptances and Notional Bankers’ Acceptance shall be suspended until the Administrative Agent shall notify the Applicable Canadian Borrower that such Lender has determined that the circumstances causing such suspension no longer exist.
Appears in 1 contract
Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Lender Party of agreeing to make or of making, funding or maintaining Eurodollar Rate Advances or of agreeing to issue or of issuing or maintaining or participating in Letters of Credit or of agreeing to make or of making or maintaining Letter of Credit Advances or of purchasing, accepting or maintaining Bankers’ Acceptances or Notional Bankers’ Acceptances (excluding, excluding for purposes of this Section 2.11, 2.10 any such increased costs resulting from (xi) Taxes or Other Taxes (as to which Section 2.13 2.12 shall govern) and (yii) changes in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Lender Party is organized or has its Applicable Lending Office or any political subdivision thereof), then the Borrowers Borrower shall from time to time, upon demand by such Lender Party (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender Party additional amounts sufficient to compensate such Lender Party for such increased cost; provided, however, that, before making any such demand, each Lender Party agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender Party, be otherwise disadvantageous to such Lender Party. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender Party, shall be conclusive and binding for all purposes, absent manifest error.
(b) If any Lender Party determines that compliance with either (i) the enactment of or any change in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender Party or any corporation controlling such Lender Party and that the amount of such capital is increased by or based upon the existence of such Lender Party’s 's commitment to lend, to accept, purchase, maintain loans, and/or discount Banker’s Acceptances lend or to issue or participate in Letters of Credit hereunder and other commitments of such type or the issuance or maintenance of or participation in the Letters of Credit (or similar contingent obligations), then, upon demand by such Lender Party or such corporation (with a copy of such demand to the Administrative Agent), the US Borrower shall pay to the Administrative Agent for the account of such Lender Party, from time to time as specified by such Lender Party, additional amounts sufficient to compensate such Lender Party in the light of such circumstances, to the extent that such Lender Party reasonably determines such increase in capital to be allocable to the existence of such Lender Party’s 's commitment to lend, to accept, purchase, maintain loans, and/or discount Bankers’ Acceptances or Notional Bankers’ Acceptances lend or to issue or participate in Letters of Credit hereunder or to the issuance or maintenance of or participation in any Letters of Credit.
(c) If, with respect to any Eurodollar Rate Advances under any Facility, Lenders owed at least a majority of the then aggregate unpaid principal amount thereof notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Lenders of making, funding or maintaining their Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrowers and the Appropriate Lenders, whereupon (i) each such Eurodollar Rate Advance under such Facility will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Appropriate Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers that such Lenders have determined that the circumstances causing such suspension no longer exist.
(d) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation of any law or regulation shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for any Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate Advances hereunder, then, on notice thereof and demand therefor by such Lender to the Borrowers through the Administrative Agent, (i) each Eurodollar Rate Advance under each Facility under which such Lender has a Commitment will automatically, upon such demand, Convert into a Base Rate Advance and (ii) the obligation of the Appropriate Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers that such Lender has determined that the circumstances causing such suspension no longer exist; provided, however, that, before making any such demand, such each Lender Party agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Eurodollar Applicable Lending Office if the making of such a designation would allow such Lender or its Eurodollar Lending Office to continue to perform its obligations to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate Advances and would not, in avoid the sole judgment of such Lender, be otherwise disadvantageous to such Lender.
(e) Notwithstanding any other provision of this Agreement, if the introduction of or any change in the interpretation of any law or regulation shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for any Canadian Lender or its BA Lending Office to perform its obligations hereunder to complete and accept Drafts, to purchase Bankers’ Acceptances or Notional Bankers’ Acceptances or to continue to fund or maintain Bankers’ Acceptances or Notional Bankers’ Acceptances hereunder, then, on notice thereof and demand therefor by such Canadian Lender to the applicable Canadian Borrower through the Administrative Agent (i) an amount equal to the aggregate Face Amount of all Bankers’ Acceptances and Notional Bankers’ Acceptances outstanding at such time shall, within three Canadian Business Days following such demand (which shall only be made if deemed necessary by the applicable Canadian Lender to comply with applicable law), be deposited by the applicable Canadian Borrower into the BA Collateral Account until the Maturity Date of each such Bankers’ Acceptance and Notional Bankers’ Acceptance, (ii) upon the Maturity Date of any Bankers’ Acceptance or Notional Bankers’ Acceptance in respect of which any such deposit has been made, the Administrative Agent shall be, and hereby is, authorized (without notice to or any further action by the applicable Canadian Borrower) to apply, or to direct the Administrative Agent to apply, such amount (or the applicable portion thereof) to the reimbursement of such Bankers’ Acceptance and (iii) the obligation of the Canadian Lenders to complete and accept Drafts and purchase Bankers’ Acceptances and Notional Bankers’ Acceptance shall be suspended until the Administrative Agent shall notify the Applicable Canadian Borrower that such Lender has determined that the circumstances causing such suspension no longer exist.need
Appears in 1 contract
Samples: Credit Agreement (Amf Group Inc)
Increased Costs, Etc. (a) If, due to either (i) the -------------------- introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Lender Party of agreeing to make or of making, funding or maintaining Eurodollar Rate Advances or of agreeing to issue or of issuing or maintaining or participating in Letters of Credit or of agreeing to make or of making or maintaining Letter of Credit Advances or of purchasing, accepting or maintaining Bankers’ Acceptances or Notional Bankers’ Acceptances (excluding, for purposes of this Section 2.112.10, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.13 2.12 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Lender Party is organized or has its Applicable Lending Office or any political subdivision thereof), then the Borrowers shall each Borrower hereby jointly and severally agrees from time to time, upon demand by such Lender Party (with a copy of such demand to the Administrative Agent), to pay to the Administrative Agent for the account of such Lender Party additional amounts sufficient to compensate such Lender Party for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrowers by such Lender Party, shall be conclusive and binding for all purposes, absent manifest error.
(b) If any Lender Party determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender Party or any corporation controlling such Lender Party and that the amount of such capital is increased by or based upon the existence of such Lender Party’s 's commitment to lend, to accept, purchase, maintain loans, and/or discount Banker’s Acceptances lend or to issue or participate in Letters of Credit hereunder and other commitments of such type or the issuance or maintenance of or participation in the Letters of Credit (or similar contingent obligations), thenthen each Borrower hereby jointly and severally agrees, upon demand by such Lender Party or such corporation (with a copy of such demand to the Administrative Agent), the US Borrower shall to pay to the Administrative Agent for the account of such Lender Party, from time to time as specified by such Lender Party, additional amounts sufficient to compensate such Lender Party in the light of such circumstances, to the extent that such Lender Party reasonably determines such increase in capital to be allocable to the existence of such Lender Party’s 's commitment to lend, to accept, purchase, maintain loans, and/or discount Bankers’ Acceptances or Notional Bankers’ Acceptances lend or to issue or participate in Letters of Credit hereunder or to the issuance or maintenance of or participation in any Letters of Credit. A certificate as to such amounts submitted to the Borrowers by such Lender Party shall be conclusive and binding for all purposes, absent manifest error. Each Lender Party shall use its reasonable efforts to notify the Borrowers as to the existence of any change of circumstance described in this Section 2.10(b) as promptly as practicable after gaining knowledge thereof, but the failure to give notice required hereby shall not affect the right of any Lender Party to any payment to which it would otherwise be entitled hereunder.
(c) If, with respect to any Eurodollar Rate Advances under any FacilityAdvances, the Required Lenders owed at least a majority of the then aggregate unpaid principal amount thereof notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Lenders of making, funding or maintaining their Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrowers and the Appropriate Lenders, whereupon (i) each such Eurodollar Rate Advance under such Facility will shall automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Appropriate Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers that such Lenders have determined that the circumstances causing such suspension no longer exist.
(d) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation of any law or regulation shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for any Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate Advances hereunder, then, on notice thereof and demand therefor by such Lender to the Borrowers each Borrower through the Administrative Agent, (i) each Eurodollar Rate Advance under each Facility under which such Lender has a Commitment will shall automatically, upon such demand, Convert into a Base Rate Advance and (ii) the obligation of the Appropriate Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers that such Lender has determined that the circumstances causing such suspension no longer exist; provided.
(e) Any Lender Party claiming any additional amounts payable pursuant to clause (a), however, that, before making any such demand, such Lender (b) or (c) of this Section 2.10 agrees to use its reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Eurodollar Applicable Lending Office if the making of such a designation would allow avoid the need for, or reduce the amount of, such Lender increased costs or its Eurodollar Lending Office to continue to perform its obligations to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate Advances additional amounts that may thereafter accrue and would not, in the sole judgment of such LenderLender Party, be otherwise disadvantageous to such LenderLender Party.
(e) Notwithstanding any other provision of this Agreement, if the introduction of or any change in the interpretation of any law or regulation shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for any Canadian Lender or its BA Lending Office to perform its obligations hereunder to complete and accept Drafts, to purchase Bankers’ Acceptances or Notional Bankers’ Acceptances or to continue to fund or maintain Bankers’ Acceptances or Notional Bankers’ Acceptances hereunder, then, on notice thereof and demand therefor by such Canadian Lender to the applicable Canadian Borrower through the Administrative Agent (i) an amount equal to the aggregate Face Amount of all Bankers’ Acceptances and Notional Bankers’ Acceptances outstanding at such time shall, within three Canadian Business Days following such demand (which shall only be made if deemed necessary by the applicable Canadian Lender to comply with applicable law), be deposited by the applicable Canadian Borrower into the BA Collateral Account until the Maturity Date of each such Bankers’ Acceptance and Notional Bankers’ Acceptance, (ii) upon the Maturity Date of any Bankers’ Acceptance or Notional Bankers’ Acceptance in respect of which any such deposit has been made, the Administrative Agent shall be, and hereby is, authorized (without notice to or any further action by the applicable Canadian Borrower) to apply, or to direct the Administrative Agent to apply, such amount (or the applicable portion thereof) to the reimbursement of such Bankers’ Acceptance and (iii) the obligation of the Canadian Lenders to complete and accept Drafts and purchase Bankers’ Acceptances and Notional Bankers’ Acceptance shall be suspended until the Administrative Agent shall notify the Applicable Canadian Borrower that such Lender has determined that the circumstances causing such suspension no longer exist.
Appears in 1 contract
Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Lender Party of agreeing to make or of making, funding or maintaining Eurodollar Rate Advances or of agreeing to issue or of issuing or maintaining or participating in Letters of Credit or of agreeing to make or of making or maintaining Letter of Credit Advances or of purchasing, accepting or maintaining Bankers’ Acceptances or Notional Bankers’ Acceptances (excluding, excluding for purposes of this Section 2.11, 2.10 any such increased costs resulting from (xi) Taxes or Other Taxes (as to which Section 2.13 2.12 shall govern) and (yii) changes in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Lender Party is organized or has its Applicable Lending Office or any political subdivision thereof), then the Borrowers Borrower shall from time to time, upon demand by such Lender Party (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender Party additional amounts sufficient to compensate such Lender Party for such increased cost; provided, however, that, before making any such demand, each Lender Party agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender Party, be otherwise disadvantageous to such Lender Party. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender Party, shall be conclusive and binding for all purposes, absent manifest error.
(b) If any Lender Party determines that compliance with either (i) the enactment of or any change in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender Party or any corporation controlling such Lender Party and that the amount of such capital is increased by or based upon the existence of such Lender Party’s 's commitment to lend, to accept, purchase, maintain loans, and/or discount Banker’s Acceptances lend or to issue or participate in Letters of Credit hereunder and other commitments of such type or the issuance or maintenance of or participation in the Letters of Credit (or similar contingent obligations), then, upon demand by such Lender Party or such corporation (with a copy of such demand to the Administrative Agent), the US Borrower shall 66 60 pay to the Administrative Agent for the account of such Lender Party, from time to time as specified by such Lender Party, additional amounts sufficient to compensate such Lender Party in the light of such circumstances, to the extent that such Lender Party reasonably determines such increase in capital to be allocable to the existence of such Lender Party’s 's commitment to lend, to accept, purchase, maintain loans, and/or discount Bankers’ Acceptances or Notional Bankers’ Acceptances lend or to issue or participate in Letters of Credit hereunder or to the issuance or maintenance of or participation in any Letters of Credit; provided, however, that, before making any such demand, each Lender Party agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such additional amounts payable under this subsection (b) and would not, in the reasonable judgment of such Lender Party, be otherwise disadvantageous to such Lender Party. A certificate as to such amounts submitted to the Borrower by such Lender Party shall be conclusive and binding for all purposes, absent manifest error.
(c) If, with respect to any Eurodollar Rate Advances under any Facility, Lenders owed at least a majority 25% of the then aggregate unpaid principal amount thereof notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Lenders of making, funding or maintaining their Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrowers Borrower and the Appropriate Lenders, whereupon (i) each such Eurodollar Rate Advance under such any Facility will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Appropriate Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers Borrower that such Lenders have determined that the circumstances causing such suspension no longer exist.
(d) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation of any law or regulation shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for any Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate Advances hereunder, then, on notice thereof and demand therefor by such Lender to the Borrowers Borrower through the Administrative Agent, (i) each Eurodollar Rate Advance under each Facility under which such Lender has a Commitment will automatically, upon such demand, Convert into a Base Rate Advance and (ii) the obligation of the Appropriate Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers that such Lender has determined that the circumstances causing such suspension no longer exist; provided, however, that, before making any such demand, such Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Eurodollar Lending Office if the making of such a designation would allow such Lender or its Eurodollar Lending Office to continue to perform its obligations to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate Advances and would not, in the sole judgment of such Lender, be otherwise disadvantageous to such Lender.
(e) Notwithstanding any other provision of this Agreement, if the introduction of or any change in the interpretation of any law or regulation shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for any Canadian Lender or its BA Lending Office to perform its obligations hereunder to complete and accept Drafts, to purchase Bankers’ Acceptances or Notional Bankers’ Acceptances or to continue to fund or maintain Bankers’ Acceptances or Notional Bankers’ Acceptances hereunder, then, on notice thereof and demand therefor by such Canadian Lender to the applicable Canadian Borrower through the Administrative Agent (i) an amount equal to the aggregate Face Amount of all Bankers’ Acceptances and Notional Bankers’ Acceptances outstanding at such time shall, within three Canadian Business Days following such demand (which shall only be made if deemed necessary by the applicable Canadian Lender to comply with applicable law), be deposited by the applicable Canadian Borrower into the BA Collateral Account until the Maturity Date of each such Bankers’ Acceptance and Notional Bankers’ Acceptance, (ii) upon the Maturity Date of any Bankers’ Acceptance or Notional Bankers’ Acceptance in respect of which any such deposit has been made, the Administrative Agent shall be, and hereby is, authorized (without notice to or any further action by the applicable Canadian Borrower) to apply, or to direct the Administrative Agent to apply, such amount (or the applicable portion thereof) to the reimbursement of such Bankers’ Acceptance and (iii) the obligation of the Canadian Lenders to complete and accept Drafts and purchase Bankers’ Acceptances and Notional Bankers’ Acceptance shall be suspended until the Administrative Agent shall notify the Applicable Canadian Borrower that such Lender has determined that the circumstances causing such suspension no longer exist.
Appears in 1 contract
Samples: Credit Agreement (Amf Bowling Inc)
Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Lender Party of agreeing to make or of making, funding or maintaining Eurodollar Rate Advances or of agreeing to issue or of issuing or maintaining or participating in Letters of Credit or of agreeing to make or of making or maintaining Letter of Credit Advances or of purchasing, accepting or maintaining Bankers’ Acceptances or Notional Bankers’ Acceptances (excluding, for purposes of this Section 2.112.10, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.13 2.12 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Lender Party is organized or has its Applicable Lending Office or any political subdivision thereof), then the Borrowers Borrower shall from time to time, upon demand by such Lender Party (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender Party additional amounts sufficient to compensate such Lender Party for such increased cost.
. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender Party, shall be conclusive and binding for all purposes, absent manifest error. If, due to either (bi) If the introduction of or any Lender Party determines that compliance with change in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect ), there shall be any increase in the amount of capital required or expected to be maintained by such any Lender Party or any corporation controlling such Lender Party and that the amount as a result of such capital is increased by or based upon the existence of such Lender Party’s 's commitment to lend, to accept, purchase, maintain loans, and/or discount Banker’s Acceptances lend or to issue or participate in Letters of Credit hereunder and other commitments of such type or the issuance or maintenance of or participation in the Letters of Credit (or similar contingent obligations), then, upon demand by such Lender Party or such corporation (with a copy of such demand to the Administrative Agent), the US Borrower shall pay to the Administrative Agent for the account of such Lender Party, from time to time as specified by such Lender Party, additional amounts sufficient to compensate such Lender Party in the light of such circumstances, to the extent that such Lender Party reasonably determines such increase in capital to be allocable to the existence of such Lender Party’s 's commitment to lend, to accept, purchase, maintain loans, and/or discount Bankers’ Acceptances or Notional Bankers’ Acceptances lend or to issue or participate in Letters of Credit hereunder or to the issuance or maintenance of or participation in any Letters of Credit.
(c) . A certificate as to such amounts submitted to the Borrower by such Lender Party shall be conclusive and binding for all purposes, absent manifest error. If, with respect to any Eurodollar Rate Advances under any Facility, Lenders owed at least a majority of the then aggregate unpaid principal amount thereof notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Lenders of making, funding or maintaining their Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrowers Borrower and the Appropriate Lenders, whereupon (i) each such Eurodollar Rate Advance under such Facility will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Appropriate Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers Borrower that such Lenders have determined that the circumstances causing such suspension no longer exist.
(d) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation of any law or regulation shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for any Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate Advances hereunder, then, on notice thereof and demand therefor by such Lender to the Borrowers through the Administrative Agent, (i) each Eurodollar Rate Advance under each Facility under which such Lender has a Commitment will automatically, upon such demand, Convert into a Base Rate Advance and (ii) the obligation of the Appropriate Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers that such Lender has determined that the circumstances causing such suspension no longer exist; provided, however, that, before making any such demand, such Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Eurodollar Lending Office if the making of such a designation would allow such Lender or its Eurodollar Lending Office to continue to perform its obligations to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate Advances and would not, in the sole judgment of such Lender, be otherwise disadvantageous to such Lender.
(e) Notwithstanding any other provision of this Agreement, if the introduction of or any change in the interpretation of any law or regulation shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for any Canadian Lender or its BA Lending Office to perform its obligations hereunder to complete and accept Drafts, to purchase Bankers’ Acceptances or Notional Bankers’ Acceptances or to continue to fund or maintain Bankers’ Acceptances or Notional Bankers’ Acceptances hereunder, then, on notice thereof and demand therefor by such Canadian Lender to the applicable Canadian Borrower through the Administrative Agent (i) an amount equal to the aggregate Face Amount of all Bankers’ Acceptances and Notional Bankers’ Acceptances outstanding at such time shall, within three Canadian Business Days following such demand (which shall only be made if deemed necessary by the applicable Canadian Lender to comply with applicable law), be deposited by the applicable Canadian Borrower into the BA Collateral Account until the Maturity Date of each such Bankers’ Acceptance and Notional Bankers’ Acceptance, (ii) upon the Maturity Date of any Bankers’ Acceptance or Notional Bankers’ Acceptance in respect of which any such deposit has been made, the Administrative Agent shall be, and hereby is, authorized (without notice to or any further action by the applicable Canadian Borrower) to apply, or to direct the Administrative Agent to apply, such amount (or the applicable portion thereof) to the reimbursement of such Bankers’ Acceptance and (iii) the obligation of the Canadian Lenders to complete and accept Drafts and purchase Bankers’ Acceptances and Notional Bankers’ Acceptance shall be suspended until the Administrative Agent shall notify the Applicable Canadian Borrower that such Lender has determined that the circumstances causing such suspension no longer exist.
Appears in 1 contract
Samples: Credit Agreement (Stage Stores Inc)
Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Lender Party of agreeing to make or of making, funding or maintaining Eurodollar Rate Advances or of agreeing to issue or of issuing or maintaining or participating in Letters of Credit or of agreeing to make or of making or maintaining Letter of Credit Advances or of purchasing, accepting or maintaining Bankers’ Acceptances or Notional Bankers’ Acceptances (excluding, excluding for purposes of this Section 2.11, 2.10 any such increased costs resulting from (xi) Taxes or Other Taxes (as to which Section 2.13 2.12 shall govern) and (yii) changes in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Lender Party is organized or has its Applicable Lending Office or any political subdivision thereof), then the Borrowers Borrower shall from time to time, upon demand by such Lender Party (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender Party additional amounts sufficient to compensate such Lender Party for such increased cost; provided, however, that, before making any such demand, each Lender Party agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender Party, be otherwise disadvantageous to such Lender Party. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender Party, shall be conclusive and binding for all purposes, absent manifest error.
(b) If any Lender Party determines that compliance with either (i) the enactment of or any change in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender Party or any corporation controlling such Lender Party and that the amount of such capital is increased by or based upon the existence of such Lender Party’s 's commitment to lend, to accept, purchase, maintain loans, and/or discount Banker’s Acceptances lend or to issue or participate in Letters of Credit hereunder and other commitments of such type or the issuance or maintenance of or participation in the Letters of Credit (or similar contingent obligations), then, upon demand by such Lender Party or such corporation (with a copy of such demand to the Administrative Agent), the US Borrower shall pay to the Administrative Agent for the account of such Lender Party, from time to time as specified by such Lender Party, additional amounts sufficient to compensate such Lender Party in the light of such circumstances, to the extent that such Lender Party reasonably determines such increase in capital to be allocable to the existence of such Lender Party’s 's commitment to lend, to accept, purchase, maintain loans, and/or discount Bankers’ Acceptances or Notional Bankers’ Acceptances lend or to issue or participate in Letters of Credit hereunder or to the issuance or maintenance of or participation in any Letters of Credit; provided, however, that, before making any such demand, each Lender Party agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such additional amounts payable under this subsection (b) and would not, in the reasonable judgment of such Lender Party, be otherwise disadvantageous to such Lender Party. A certificate as to such amounts submitted to the Borrower by such Lender Party shall be conclusive and binding for all purposes, absent manifest error.
(c) If, with respect to any Eurodollar Rate Advances under any Facility, Lenders owed at least a majority 25% of the then aggregate unpaid principal amount thereof notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Lenders of making, funding or maintaining their Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrowers Borrower and the Appropriate Lenders, whereupon (i) each such Eurodollar Rate Advance under such any Facility will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Appropriate Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers Borrower that such Lenders have determined that the circumstances causing such suspension no longer exist.
(d) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation of any law or regulation shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for any Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate Advances hereunder, then, on notice thereof and demand therefor by such Lender to the Borrowers Borrower through the Administrative Agent, (i) each Eurodollar Rate Advance under each Facility under which such Lender has a Commitment will automatically, upon such demand, Convert into a Base Rate Advance and (ii) the obligation of the Appropriate Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers that such Lender has determined that the circumstances causing such suspension no longer exist; provided, however, that, before making any such demand, such Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Eurodollar Lending Office if the making of such a designation would allow such Lender or its Eurodollar Lending Office to continue to perform its obligations to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate Advances and would not, in the sole judgment of such Lender, be otherwise disadvantageous to such Lender.
(e) Notwithstanding any other provision of this Agreement, if the introduction of or any change in the interpretation of any law or regulation shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for any Canadian Lender or its BA Lending Office to perform its obligations hereunder to complete and accept Drafts, to purchase Bankers’ Acceptances or Notional Bankers’ Acceptances or to continue to fund or maintain Bankers’ Acceptances or Notional Bankers’ Acceptances hereunder, then, on notice thereof and demand therefor by such Canadian Lender to the applicable Canadian Borrower through the Administrative Agent (i) an amount equal to the aggregate Face Amount of all Bankers’ Acceptances and Notional Bankers’ Acceptances outstanding at such time shall, within three Canadian Business Days following such demand (which shall only be made if deemed necessary by the applicable Canadian Lender to comply with applicable law), be deposited by the applicable Canadian Borrower into the BA Collateral Account until the Maturity Date of each such Bankers’ Acceptance and Notional Bankers’ Acceptance, (ii) upon the Maturity Date of any Bankers’ Acceptance or Notional Bankers’ Acceptance in respect of which any such deposit has been made, the Administrative Agent shall be, and hereby is, authorized (without notice to or any further action by the applicable Canadian Borrower) to apply, or to direct the Administrative Agent to apply, such amount (or the applicable portion thereof) to the reimbursement of such Bankers’ Acceptance and (iii) the obligation of the Canadian Lenders to complete and accept Drafts and purchase Bankers’ Acceptances and Notional Bankers’ Acceptance shall be suspended until the Administrative Agent shall notify the Applicable Canadian Borrower that such Lender has determined that the circumstances causing such suspension no longer exist.
Appears in 1 contract
Samples: Credit Agreement (Amf Bowling Inc)
Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Lender Party of agreeing to make or of making, funding or maintaining Eurodollar Rate Advances or of agreeing to issue or of issuing or maintaining or participating in Letters of Credit or of agreeing to make or of making or maintaining Letter of Credit Advances or of purchasing, accepting or maintaining Bankers’ Acceptances or Notional Bankers’ Acceptances (excluding, for purposes of this Section 2.112.10, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.13 2.12 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Lender Party is organized or has its Applicable Lending Office or any political subdivision thereof), then the Borrowers shall Borrower agrees from time to time, upon demand by such Lender Party (with a copy of such demand to the Administrative Agent), to pay to the Administrative Agent for the account of such Lender Party additional amounts sufficient to compensate such Lender Party for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender Party, shall be conclusive and binding for all purposes, absent manifest error.
(b) If If, due to either (i) the introduction of or any Lender Party determines that compliance with change in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect ), there shall be any increase in the amount of capital required or expected to be maintained by such any Lender Party or any corporation controlling such Lender Party and that the amount as a result of such capital is increased by or based upon the existence of such Lender Party’s 's commitment to lend, to accept, purchase, maintain loans, and/or discount Banker’s Acceptances lend or to issue or participate in Letters of Credit hereunder and other commitments of such type or the issuance or maintenance of or participation in the Letters of Credit (or similar contingent obligations), then, upon demand by such Lender Party or such corporation (with a copy of such demand to the Administrative Agent), the US Borrower shall agrees to pay to the Administrative Agent for the account of such Lender Party, from time to time as specified by such Lender Party, additional amounts sufficient to compensate such Lender Party in the light of such circumstances, to the extent that such Lender Party reasonably determines such increase in capital to be allocable to the existence of such Lender Party’s 's commitment to lend, to accept, purchase, maintain loans, and/or discount Bankers’ Acceptances or Notional Bankers’ Acceptances lend or to issue or participate in Letters of Credit hereunder or to the issuance or maintenance of or participation in any Letters of Credit. A certificate as to such amounts submitted to the Borrower by such Lender Party shall be conclusive and binding for all purposes, absent manifest error.
(c) If, with respect to any Eurodollar Rate Advances under any Facility, Lenders owed at least a majority of the then aggregate unpaid principal amount thereof notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Lenders of making, funding or maintaining their Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrowers Borrower and the Appropriate Lenders, whereupon (i) each such Eurodollar Rate Advance under such Facility will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Appropriate Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers Borrower that such Lenders have determined that the circumstances causing such suspension no longer exist.
(d) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation of any law or regulation shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for any Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate Advances hereunder, then, on notice thereof and demand therefor by such Lender to the Borrowers Borrower through the Administrative Agent, (i) each Eurodollar Rate Advance under each Facility under which such Lender has a Commitment will automatically, upon such demandon the last day of the then existing Interest Period therefor or, if required by applicable law, immediately, Convert into a Base Rate Advance and (ii) the obligation of the Appropriate Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers that such Lender has determined that the circumstances causing such suspension no longer exist; provided, however, that, before making any such demand, such Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Eurodollar Lending Office if the making of such a designation would allow such Lender or its Eurodollar Lending Office to continue to perform its obligations to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate Advances and would not, in the sole judgment of such Lender, be otherwise disadvantageous to such Lender.
(e) Notwithstanding any other provision of this Agreement, if the introduction of or any change in the interpretation of any law or regulation shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for any Canadian Lender or its BA Lending Office to perform its obligations hereunder to complete and accept Drafts, to purchase Bankers’ Acceptances or Notional Bankers’ Acceptances or to continue to fund or maintain Bankers’ Acceptances or Notional Bankers’ Acceptances hereunder, then, on notice thereof and demand therefor by such Canadian Lender to the applicable Canadian Borrower through the Administrative Agent (i) an amount equal to the aggregate Face Amount of all Bankers’ Acceptances and Notional Bankers’ Acceptances outstanding at such time shall, within three Canadian Business Days following such demand (which shall only be made if deemed necessary by the applicable Canadian Lender to comply with applicable law), be deposited by the applicable Canadian Borrower into the BA Collateral Account until the Maturity Date of each such Bankers’ Acceptance and Notional Bankers’ Acceptance, (ii) upon the Maturity Date of any Bankers’ Acceptance or Notional Bankers’ Acceptance in respect of which any such deposit has been made, the Administrative Agent shall be, and hereby is, authorized (without notice to or any further action by the applicable Canadian Borrower) to apply, or to direct the Administrative Agent to apply, such amount (or the applicable portion thereof) to the reimbursement of such Bankers’ Acceptance and (iii) the obligation of the Canadian Lenders to complete and accept Drafts and purchase Bankers’ Acceptances and Notional Bankers’ Acceptance shall be suspended until the Administrative Agent shall notify the Applicable Canadian Borrower that such Lender has determined that the circumstances causing such suspension no longer exist.
Appears in 1 contract
Samples: Debtor in Possession Credit Agreement (Stage Stores Inc)
Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Lender Party of agreeing to make or of making, funding or maintaining Eurodollar Rate Advances or of agreeing to issue or of issuing or maintaining or participating in Letters of Credit or of agreeing to make or of making or maintaining Letter of Credit Advances or of purchasing, accepting or maintaining Bankers’ Acceptances or Notional Bankers’ Acceptances (excluding, for purposes of this Section 2.112.10, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.13 2.12 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Lender Party is organized or has its Applicable Lending Office or any political subdivision thereof), then the Borrowers shall each Borrower hereby jointly and severally agrees from time to time, upon demand by such Lender Party (with a copy of such demand to the Administrative Agent), to pay to the Administrative Agent for the account of such Lender Party additional amounts sufficient to compensate such Lender Party for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrowers by such Lender Party, shall be conclusive and binding for all purposes, absent manifest error.
(b) If any Lender Party determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender Party or any corporation controlling such Lender Party and that the amount of such capital is increased by or based upon the existence of such Lender Party’s 's commitment to lend, to accept, purchase, maintain loans, and/or discount Banker’s Acceptances lend or to issue or participate in Letters of Credit hereunder and other commitments of such type or the issuance or maintenance of or participation in the Letters of Credit (or similar contingent obligations), thenthen each Borrower hereby jointly and severally agrees, upon demand by such Lender Party or such corporation (with a copy of such demand to the Administrative Agent), the US Borrower shall to pay to the Administrative Agent for the account of such Lender Party, from time to time as specified by such Lender Party, additional amounts sufficient to compensate such Lender Party in the light of such circumstances, to the extent that such Lender Party reasonably determines such increase in capital to be allocable to the existence of such Lender Party’s 's commitment to lend, to accept, purchase, maintain loans, and/or discount Bankers’ Acceptances or Notional Bankers’ Acceptances lend or to issue or participate in Letters of Credit hereunder or to the issuance or maintenance of or participation in any Letters of Credit. A certificate as to such amounts submitted to the Borrowers by such Lender Party shall be conclusive and binding for all purposes, absent manifest error. Each Lender Party shall use its reasonable efforts to notify the Borrowers as to the existence of any change of circumstance described in this Section 2.10(b) as promptly as practicable after gaining knowledge thereof, but the failure to give notice required hereby shall not affect the right of any Lender Party to any payment to which it would otherwise be entitled hereunder.
(c) If, with respect to any Eurodollar Rate Advances under any FacilityAdvances, the Required Lenders owed at least a majority of the then aggregate unpaid principal amount thereof notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Lenders of making, funding or maintaining their Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrowers and the Appropriate Lenders, whereupon (i) each such Eurodollar Rate Advance under such Facility will shall automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Appropriate Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers that such Lenders have determined that the circumstances causing such suspension no longer exist.
(d) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation of any law or regulation shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for any Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate Advances hereunder, then, on notice thereof and demand therefor by such Lender to the Borrowers each Borrower through the Administrative Agent, (i) each Eurodollar Rate Advance under each Facility under which such Lender has a Commitment will shall automatically, upon such demand, Convert into a Base Rate Advance and (ii) the obligation of the Appropriate Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers that such Lender has determined that the circumstances causing such suspension no longer exist; provided.
(e) Any Lender Party claiming any additional amounts payable pursuant to clause (a), however, that, before making any such demand, such Lender (b) or (c) of this Section 2.10 agrees to use its reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Eurodollar Applicable Lending Office if the making of such a designation would allow avoid the need for, or reduce the amount of, such Lender increased costs or its Eurodollar Lending Office to continue to perform its obligations to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate Advances additional amounts that may thereafter accrue and would not, in the sole judgment of such LenderLender Party, be otherwise disadvantageous to such LenderLender Party.
(e) Notwithstanding any other provision of this Agreement, if the introduction of or any change in the interpretation of any law or regulation shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for any Canadian Lender or its BA Lending Office to perform its obligations hereunder to complete and accept Drafts, to purchase Bankers’ Acceptances or Notional Bankers’ Acceptances or to continue to fund or maintain Bankers’ Acceptances or Notional Bankers’ Acceptances hereunder, then, on notice thereof and demand therefor by such Canadian Lender to the applicable Canadian Borrower through the Administrative Agent (i) an amount equal to the aggregate Face Amount of all Bankers’ Acceptances and Notional Bankers’ Acceptances outstanding at such time shall, within three Canadian Business Days following such demand (which shall only be made if deemed necessary by the applicable Canadian Lender to comply with applicable law), be deposited by the applicable Canadian Borrower into the BA Collateral Account until the Maturity Date of each such Bankers’ Acceptance and Notional Bankers’ Acceptance, (ii) upon the Maturity Date of any Bankers’ Acceptance or Notional Bankers’ Acceptance in respect of which any such deposit has been made, the Administrative Agent shall be, and hereby is, authorized (without notice to or any further action by the applicable Canadian Borrower) to apply, or to direct the Administrative Agent to apply, such amount (or the applicable portion thereof) to the reimbursement of such Bankers’ Acceptance and (iii) the obligation of the Canadian Lenders to complete and accept Drafts and purchase Bankers’ Acceptances and Notional Bankers’ Acceptance shall be suspended until the Administrative Agent shall notify the Applicable Canadian Borrower that such Lender has determined that the circumstances causing such suspension no longer exist.
Appears in 1 contract
Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Lender Party of agreeing to make or of making, funding or maintaining Eurodollar Rate Advances or of agreeing to issue or of issuing or maintaining or participating in Letters of Credit or of agreeing to make or of making or maintaining Letter of Credit Advances or of purchasing, accepting or maintaining Bankers’ Acceptances or Notional Bankers’ Acceptances (excluding, excluding for purposes of this Section 2.11, 2.10 any such increased costs resulting from (xi) Taxes or Other Taxes (as to which Section 2.13 2.12 shall govern) and (yii) changes in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Lender Party is organized or has its Applicable Lending Office or any political subdivision thereof), then the Borrowers Borrower shall from time to time, upon demand by such Lender Party (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender Party additional amounts sufficient to compensate such Lender Party for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender Party, showing in reasonable detail the calculations used to comprise said increased cost, shall be conclusive and binding for all purposes, absent manifest error.
(b) If any Lender Party determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender Party or any corporation controlling such Lender Party and that the amount of such capital is increased by or based upon the existence of such Lender Party’s 's commitment to lend, to accept, purchase, maintain loans, and/or discount Banker’s Acceptances lend or to issue or participate in Letters of Credit hereunder and other commitments of such type or the issuance or maintenance of or participation in the Letters of Credit (or similar contingent obligations), then, upon demand by such Lender Party or such corporation (with a copy of such demand to the Administrative Agent), the US Borrower shall pay to the Administrative Agent for the account of such Lender Party, from time to time as specified by such Lender Party, additional amounts sufficient to compensate such Lender Party in the light of such circumstances, to the extent that such Lender Party reasonably determines such increase in capital to be allocable to the existence of such Lender Party’s 's commitment to lend, to accept, purchase, maintain loans, and/or discount Bankers’ Acceptances or Notional Bankers’ Acceptances lend or to issue or participate in Letters of Credit hereunder or to the issuance or maintenance of or participation in any Letters of Credit. A certificate, showing in reasonable detail the calculations used to comprise said increased cost, as to such amounts submitted to the Borrower by such Lender Party shall be conclusive and binding for all purposes, absent manifest error. Each Lender will determine the amount of any additional compensation requested under this Section 2.10(b) on a basis consistent with that on which it requests additional compensation from other similar borrowers with whom it has an agreement similar to the agreement contained in this Section 2.10(b).
(c) If, with respect to any Eurodollar Rate Advances under any Facility, Lenders owed at least a majority 50% of the then aggregate unpaid principal amount thereof notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Lenders of making, funding or maintaining their Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrowers Borrower and the Appropriate Lenders, whereupon (i) each such Eurodollar Rate Advance under such any Facility will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Appropriate Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers Borrower that such Lenders have determined that the circumstances causing such suspension no longer exist.
(d) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation of any law or regulation shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for any Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate Advances hereunder, then, on notice thereof and demand therefor by such Lender to the Borrowers Borrower through the Administrative Agent, (i) each Eurodollar Rate Advance under each Facility under which such Lender has a Commitment will automatically, upon such demand, Convert into a Base Rate Advance and (ii) the obligation of the Appropriate Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers that such Lender has determined that the circumstances causing such suspension no longer exist; provided, however, that, before making any such demand, such Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Eurodollar Lending Office if the making of such a designation would allow such Lender or its Eurodollar Lending Office to continue to perform its obligations to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate Advances and would not, in the sole judgment of such Lender, be otherwise disadvantageous to such Lender.
(e) Notwithstanding any other provision of this Agreement, if the introduction of or any change in the interpretation of any law or regulation shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for any Canadian Lender or its BA Lending Office to perform its obligations hereunder to complete and accept Drafts, to purchase Bankers’ Acceptances or Notional Bankers’ Acceptances or to continue to fund or maintain Bankers’ Acceptances or Notional Bankers’ Acceptances hereunder, then, on notice thereof and demand therefor by such Canadian Lender to the applicable Canadian Borrower through the Administrative Agent (i) an amount equal to the aggregate Face Amount of all Bankers’ Acceptances and Notional Bankers’ Acceptances outstanding at such time shall, within three Canadian Business Days following such demand (which shall only be made if deemed necessary by the applicable Canadian Lender to comply with applicable law), be deposited by the applicable Canadian Borrower into the BA Collateral Account until the Maturity Date of each such Bankers’ Acceptance and Notional Bankers’ Acceptance, (ii) upon the Maturity Date of any Bankers’ Acceptance or Notional Bankers’ Acceptance in respect of which any such deposit has been made, the Administrative Agent shall be, and hereby is, authorized (without notice to or any further action by the applicable Canadian Borrower) to apply, or to direct the Administrative Agent to apply, such amount (or the applicable portion thereof) to the reimbursement of such Bankers’ Acceptance and (iii) the obligation of the Canadian Lenders to complete and accept Drafts and purchase Bankers’ Acceptances and Notional Bankers’ Acceptance shall be suspended until the Administrative Agent shall notify the Applicable Canadian Borrower that such Lender has determined that the circumstances causing such suspension no longer exist.
Appears in 1 contract
Samples: Credit Agreement (Mediq Inc)
Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Lender Party of agreeing to make or of making, funding or maintaining Eurodollar Rate Advances or of agreeing to issue or of issuing or maintaining or participating in Letters of Credit or of agreeing to make or of making or maintaining Letter of Credit Advances or of purchasing, accepting or maintaining Bankers’ Acceptances or Notional Bankers’ Acceptances (excluding, for purposes of this Section 2.112.10, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.13 2.12 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Lender Party is organized or has its Applicable Lending Office or any political subdivision thereof), then the Borrowers Borrower shall from time to time, upon demand by such Lender Party (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender Party additional amounts sufficient to compensate such Lender Party for such increased cost; provided, however, that a Lender Party claiming additional amounts under this Section 2.10(a) agrees to (x) use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost that may thereafter accrue and would not, in the reasonable judgment of such Lender Party, be otherwise disadvantageous to such Lender Party and (y) promptly notify the Borrower of the circumstances. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender Party, shall be conclusive and binding for all purposes, absent manifest error.
(b) If If, due to either (i) the introduction or effectiveness of or any Lender Party determines that compliance with change in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect ), there shall be any increase in the amount of capital required or expected to be maintained by such any Lender Party or any corporation controlling such Lender Party and that the amount as a result of such capital is increased by or based upon the existence of such Lender Party’s commitment to lend, to accept, purchase, maintain loans, and/or discount Banker’s Acceptances lend or to issue or participate in Letters of Credit hereunder and other commitments of such type or the issuance or maintenance of or participation in the Letters of Credit (or similar contingent obligations), then, upon demand by such Lender Party or such corporation (with a copy of such demand to the Administrative Agent), the US Borrower shall pay to the Administrative Agent for the account of such Lender Party, from time to time as specified by such Lender PartyParty after notice to the Borrower, additional amounts sufficient to compensate such Lender Party in the light of such circumstances, to the extent that such Lender Party reasonably determines such increase in capital to be allocable to the existence of such Lender Party’s commitment to lend, to accept, purchase, maintain loans, and/or discount Bankers’ Acceptances or Notional Bankers’ Acceptances lend or to issue or participate in Letters of Credit hereunder or to the issuance or maintenance of or participation in any Letters of Credit. A certificate as to such amounts submitted to the Borrower by such Lender Party shall be conclusive and binding for all purposes, absent manifest error.
(c) If, with respect to any Eurodollar Rate Advances under any Facility, Lenders owed at least a majority 51% of the then aggregate unpaid principal amount thereof notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Lenders of making, funding or maintaining their Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrowers Borrower and the Appropriate Lenders, whereupon (i) each such Eurodollar Rate Advance under such Facility will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Appropriate Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers Borrower that such Lenders have determined that the circumstances causing such suspension no longer exist.
(d) Notwithstanding any other provision of this Agreement, if the introduction or effectiveness of or any change in or in the interpretation of any law or regulation shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for any Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate Advances hereunder, then, on notice thereof and demand therefor by such Lender to the Borrowers Borrower through the Administrative Agent, (i) each Eurodollar Rate Advance under each Facility under which such Lender has a Commitment will automatically, upon such demand, Convert into a Base Rate Advance and (ii) the obligation of the Appropriate Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers Borrower that such Lender has determined that the circumstances causing such suspension no longer exist; provided, however, that, before making any such demand, such Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Eurodollar Lending Office if the making of such a designation would allow such Lender or its Eurodollar Lending Office to continue to perform its obligations to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate Advances and would not, in the sole judgment of such Lender, be otherwise disadvantageous to such Lender.
(e) Notwithstanding In the event that any other provision Lender Party demands payment of this Agreementcosts or additional amounts pursuant to Section 2.10 or Section 2.12 or asserts, if the introduction of or any change in the interpretation of any law or regulation shall make it unlawfulpursuant to Section 2.10(d), or any central bank or other governmental authority shall assert that it is unlawfulunlawful for such Lender Party to make Eurodollar Rate Advances or becomes a Defaulting Lender then (subject to such Lender Party’s right to rescind such demand or assertion within 10 days after the notice from the Borrower referred to below) the Borrower may, for so long as no Event of Default has occurred and is continuing and so long as such costs or additional amounts are materially more than those charged by other Lenders, upon 20 days’ prior written notice to such Lender Party and the Administrative Agent, elect to cause such Lender Party to assign its Advances and Commitments in full to one or more Persons selected by the Borrower so long as (a) each such Person satisfies the criteria of an Eligible Assignee and is reasonably satisfactory to the Administrative Agent, (b) such Lender Party receives payment in full in cash of the outstanding principal amount of all Advances made by it and all accrued and unpaid interest thereon and all other amounts due and payable to such Lender Party as of the date of such assignment (including, without limitation, amounts owing pursuant to Sections 2.10, 2.12, 2.15 and 8.04) and (c) each such Lender Party assignee agrees to accept such assignment and to assume all obligations of such Lender Party hereunder in accordance with Section 8.07.
(f) If any Canadian Lender (such Lender, a “Non-Consenting Lender”) has failed to consent to a proposed amendment, waiver, discharge or its BA Lending Office termination which pursuant to perform its obligations hereunder the terms of Section 8.01 requires the consent of all of the Lenders affected and with respect to complete and accept Draftswhich the Required Lenders shall have granted their consent, then provided no Event of Default then exists, such Borrower shall have the right (unless such Non-Consenting Lender grants such consent) to purchase Bankers’ Acceptances or Notional Bankers’ Acceptances or to continue to fund or maintain Bankers’ Acceptances or Notional Bankers’ Acceptances hereunder, then, on notice thereof and demand therefor replace such Non-Consenting Lender by requiring such Canadian Non-Consenting Lender to assign all of its rights and obligations under this Agreement (including, without limitation, the applicable Canadian Borrower through Advances owing to it, its Commitment or Commitments hereunder and the Note or Notes held by it) to one or more assignees reasonably acceptable to the Administrative Agent Agent, provided that: (ia) an amount all Obligations of the Borrower owing to such Non-Consenting Lender being replaced shall be paid in full to such Non-Consenting Lender concurrently with such assignment, and (b) the replacement Lender shall purchase the foregoing by paying to such Non-Consenting Lender a price equal to the aggregate Face Amount of all Bankers’ Acceptances principal amount thereof plus accrued and Notional Bankers’ Acceptances outstanding at unpaid interest thereon. In connection with any such time shallassignment each Borrower, within three Canadian Business Days following Administrative Agent, such demand (which Non-Consenting Lender and the replacement Lender shall only be made if deemed necessary by the applicable Canadian Lender to otherwise comply with applicable law), be deposited by the applicable Canadian Borrower into the BA Collateral Account until the Maturity Date of each such Bankers’ Acceptance and Notional Bankers’ Acceptance, (ii) upon the Maturity Date of any Bankers’ Acceptance or Notional Bankers’ Acceptance in respect of which any such deposit has been made, the Administrative Agent shall be, and hereby is, authorized (without notice to or any further action by the applicable Canadian Borrower) to apply, or to direct the Administrative Agent to apply, such amount (or the applicable portion thereof) to the reimbursement of such Bankers’ Acceptance and (iii) the obligation of the Canadian Lenders to complete and accept Drafts and purchase Bankers’ Acceptances and Notional Bankers’ Acceptance shall be suspended until the Administrative Agent shall notify the Applicable Canadian Borrower that such Lender has determined that the circumstances causing such suspension no longer existSection 8.07.
Appears in 1 contract
Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Lender Party of agreeing to make or of making, funding or maintaining Eurodollar Rate 91 61 Advances or of agreeing to issue or of issuing or maintaining or participating in Letters of Credit or of agreeing to make or of making or maintaining Letter of Credit Advances or of purchasing, accepting or maintaining Bankers’ Acceptances or Notional Bankers’ Acceptances (excluding, excluding for purposes of this Section 2.11, 2.10 any such increased costs resulting from (xi) Taxes or Other Taxes (as to which Section 2.13 2.12 shall govern) and (yii) changes in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Lender Party is organized or has its Applicable Lending Office or any political subdivision thereof), then the Borrowers Borrower shall from time to time, upon demand by such Lender Party (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender Party additional amounts sufficient to compensate such Lender Party for such increased cost; provided, however, that, before making any such demand, each Lender Party agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender Party, be otherwise disadvantageous to such Lender Party. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender Party, shall be conclusive and binding for all purposes, absent manifest error.
(b) If any Lender Party determines that compliance with either (i) the enactment of or any change in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender Party or any corporation controlling such Lender Party and that the amount of such capital is increased by or based upon the existence of such Lender Party’s 's commitment to lend, to accept, purchase, maintain loans, and/or discount Banker’s Acceptances lend or to issue or participate in Letters of Credit hereunder and other commitments of such type or the issuance or maintenance of or participation in the Letters of Credit (or similar contingent obligations), then, upon demand by such Lender Party or such corporation (with a copy of such demand to the Administrative Agent), the US Borrower shall pay to the Administrative Agent for the account of such Lender Party, from time to time as specified by such Lender Party, additional amounts sufficient to compensate such Lender Party in the light of such circumstances, to the extent that such Lender Party reasonably determines such increase in capital to be allocable to the existence of such Lender Party’s 's commitment to lend, to accept, purchase, maintain loans, and/or discount Bankers’ Acceptances or Notional Bankers’ Acceptances lend or to issue or participate in Letters of Credit hereunder or to the issuance or maintenance of or participation in any Letters of Credit.; provided, however, that, before making any such demand, each Lender Party agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such additional amounts payable under this subsection (b) and would not, in the reasonable judgment of such Lender Party, be otherwise disadvantageous to such Lender Party. A certificate as to such amounts submitted to the Borrower by such Lender Party shall be conclusive and binding for all purposes, absent manifest error. 92 62
(c) If, with respect to any Eurodollar Rate Advances under any Facility, Lenders owed at least a majority 25% of the then aggregate unpaid principal amount thereof notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Lenders of making, funding or maintaining their Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrowers Borrower and the Appropriate Lenders, whereupon (i) each such Eurodollar Rate Advance under such any Facility will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Appropriate Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers Borrower that such Lenders have determined that the circumstances causing such suspension no longer exist.
(d) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation of any law or regulation shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for any Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate Advances hereunder, then, on notice thereof and demand therefor by such Lender to the Borrowers Borrower through the Administrative Agent, (i) each Eurodollar Rate Advance under each Facility under which such Lender has a Commitment will automatically, upon such demand, Convert into a Base Rate Advance and (ii) the obligation of the Appropriate Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers that such Lender has determined that the circumstances causing such suspension no longer exist; provided, however, that, before making any such demand, such Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Eurodollar Lending Office if the making of such a designation would allow such Lender or its Eurodollar Lending Office to continue to perform its obligations to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate Advances and would not, in the sole judgment of such Lender, be otherwise disadvantageous to such Lender.
(e) Notwithstanding any other provision of this Agreement, if the introduction of or any change in the interpretation of any law or regulation shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for any Canadian Lender or its BA Lending Office to perform its obligations hereunder to complete and accept Drafts, to purchase Bankers’ Acceptances or Notional Bankers’ Acceptances or to continue to fund or maintain Bankers’ Acceptances or Notional Bankers’ Acceptances hereunder, then, on notice thereof and demand therefor by such Canadian Lender to the applicable Canadian Borrower through the Administrative Agent (i) an amount equal to the aggregate Face Amount of all Bankers’ Acceptances and Notional Bankers’ Acceptances outstanding at such time shall, within three Canadian Business Days following such demand (which shall only be made if deemed necessary by the applicable Canadian Lender to comply with applicable law), be deposited by the applicable Canadian Borrower into the BA Collateral Account until the Maturity Date of each such Bankers’ Acceptance and Notional Bankers’ Acceptance, (ii) upon the Maturity Date of any Bankers’ Acceptance or Notional Bankers’ Acceptance in respect of which any such deposit has been made, the Administrative Agent shall be, and hereby is, authorized (without notice to or any further action by the applicable Canadian Borrower) to apply, or to direct the Administrative Agent to apply, such amount (or the applicable portion thereof) to the reimbursement of such Bankers’ Acceptance and (iii) the obligation of the Canadian Lenders to complete and accept Drafts and purchase Bankers’ Acceptances and Notional Bankers’ Acceptance shall be suspended until the Administrative Agent shall notify the Applicable Canadian Borrower that such Lender has determined that the circumstances causing such suspension no longer exist.
Appears in 1 contract
Samples: Credit Agreement (Amf Group Inc)
Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Lender Party of agreeing to make or of making, funding or maintaining Eurodollar Rate Advances or of agreeing to issue or of issuing or maintaining or participating in Letters of Credit or of agreeing to make or of making or maintaining Letter of Credit Advances or of purchasing, accepting or maintaining Bankers’ ' Acceptances or Notional Bankers’ ' Acceptances (excluding, for purposes of this Section 2.11, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.13 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Lender Party is organized or has its Applicable Lending Office or any political subdivision thereof), then the Borrowers shall from time to time, upon demand by such Lender Party (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender Party additional amounts sufficient to compensate such Lender Party for such increased cost.
(b) If any Lender Party determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender Party or any corporation controlling such Lender Party and that the amount of such capital is increased by or based upon the existence of such Lender Party’s 's commitment to lend, to accept, purchase, maintain loans, and/or discount Banker’s Bankers' Acceptances or to issue or participate in Letters of Credit hereunder and other commitments of such type or the issuance or maintenance of or participation in the Letters of Credit (or similar contingent obligations), then, upon demand by such Lender Party or such corporation (with a copy of such demand to the Administrative Agent), the US Borrower shall pay to the Administrative Agent for the account of such Lender Party, from time to time as specified by such Lender Party, additional amounts sufficient to compensate such Lender Party in the light of such circumstances, to the extent that such Lender Party reasonably determines such increase in capital to be allocable to the existence of such Lender Party’s 's commitment to lend, to accept, purchase, maintain loans, and/or discount Bankers’ ' Acceptances or Notional Bankers’ ' Acceptances or to issue or participate in Letters of Credit hereunder or to the issuance or maintenance of or participation in any Letters of Credit.
(c) If, with respect to any Eurodollar Rate Advances under any Facility, Lenders owed at least a majority of the then aggregate unpaid principal amount thereof notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Lenders of making, funding or maintaining their Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrowers and the Appropriate Lenders, whereupon (i) each such Eurodollar Rate Advance under such Facility will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Appropriate Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers that such Lenders have determined that the circumstances causing such suspension no longer exist.
(d) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation of any law or regulation shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for any Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate Advances hereunder, then, on notice thereof and demand therefor by such Lender to the Borrowers through the Administrative Agent, (i) each Eurodollar Rate Advance under each Facility under which such Lender has a Commitment will automatically, upon such demand, Convert into a Base Rate Advance and (ii) the obligation of the Appropriate Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers that such Lender has determined that the circumstances causing such suspension no longer exist; provided, however, that, before making any such demand, such Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Eurodollar Lending Office if the making of such a designation would allow such Lender or its Eurodollar Lending Office to continue to perform its obligations to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate Advances and would not, in the sole judgment of such Lender, be otherwise disadvantageous to such Lender.
(e) Notwithstanding any other provision of this Agreement, if the introduction of or any change in the interpretation of any law or regulation shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for any Canadian Lender or its BA Lending Office to perform its obligations hereunder to complete and accept Drafts, to purchase Bankers’ ' Acceptances or Notional Bankers’ ' Acceptances or to continue to fund or maintain Bankers’ ' Acceptances or Notional Bankers’ ' Acceptances hereunder, then, on notice thereof and demand therefor by such Canadian Lender to the applicable Canadian Borrower through the Administrative Agent (i) an amount equal to the aggregate Face Amount of all Bankers’ ' Acceptances and Notional Bankers’ ' Acceptances outstanding at such time shall, within three Canadian Business Days following such demand (which shall only be made if deemed necessary by the applicable Canadian Lender to comply with applicable law), be deposited by the applicable Canadian Borrower into the BA Collateral Account until the Maturity Date of each such Bankers’ ' Acceptance and Notional Bankers’ ' Acceptance, (ii) upon the Maturity Date of any Bankers’ ' Acceptance or Notional Bankers’ ' Acceptance in respect of which any such deposit has been made, the Administrative Agent shall be, and hereby is, authorized (without notice to or any further action by the applicable Canadian Borrower) to apply, or to direct the Administrative Agent to apply, such amount (or the applicable portion thereof) to the reimbursement of such Bankers’ ' Acceptance and (iii) the obligation of the Canadian Lenders to complete and accept Drafts and purchase Bankers’ ' Acceptances and Notional Bankers’ ' Acceptance shall be suspended until the Administrative Agent shall notify the Applicable Canadian Borrower that such Lender has determined that the circumstances causing such suspension no longer exist.
Appears in 1 contract
Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change in or in to the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to any Lender Party Bank of agreeing to make or of making, funding or maintaining Eurodollar any "LIBOR Rate Advances Loans" as defined under any Bank Facility or of agreeing to issue or of issuing or maintaining or participating in Letters of Credit or of agreeing to make bankers' acceptances or of making or maintaining Letter of Credit Advances or of purchasing, accepting or maintaining Bankers’ Acceptances or Notional Bankers’ Acceptances other credit extensions (excluding, for purposes of this Section 2.113.09, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.13 3.10 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Lender Party Bank is organized or has its Applicable Lending Office applicable lending office or any political subdivision thereof), then the Borrowers Loan Parties shall from time to time, upon demand by such Lender Party Bank (with a copy of such demand to the Administrative AgentDebt Coordinator), pay to the Administrative Agent Debt Coordinator for the account of such Lender Party Bank additional amounts sufficient to compensate such Lender Party Bank for such increased cost; provided, however, that a Bank claiming additional amounts under this Section 3.09(a) agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different applicable lending office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost that may thereafter accrue and would not, in the reasonable judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate as to the amount of such increased cost, submitted to the Loan Parties by such Bank, shall be conclusive and binding for all purposes, absent manifest error.
(b) If any Lender Party Bank determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority Governmental Authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender Party Bank or any corporation controlling such Lender Party Bank and that the amount of such capital is increased by or based upon the existence of such Lender Party’s Bank's commitment to lend, to accept, purchase, maintain loans, and/or discount Banker’s Acceptances lend or to issue or participate in Letters of Credit hereunder and or provide other commitments of such type or the issuance or maintenance of or participation in the Letters of Credit credit extensions under any Bank Facility (or similar contingent obligations), then, upon demand by such Lender Party Bank or such corporation (with a copy of such demand to the Administrative AgentDebt Coordinator), the US Borrower Loan Parties shall pay to the Administrative Agent Debt Coordinator for the account of such Lender PartyBank, from time to time as specified by such Lender PartyBank, additional amounts sufficient to compensate such Lender Party Bank in the light of such circumstances, to the extent that such Lender Party Bank reasonably determines such increase in capital to be allocable to the existence of such Lender Party’s Bank's commitment to lend, provide credit extensions under such Bank Facility. A certificate as to accept, purchase, maintain loans, and/or discount Bankers’ Acceptances or Notional Bankers’ Acceptances or to issue or participate in Letters of Credit hereunder or such amounts submitted to the issuance or maintenance of or participation in any Letters of CreditLoan Parties by such Bank shall be conclusive and binding for all purposes, absent manifest error.
(c) If, with respect to any "Eurodollar Rate Advances Loan" as defined under any Bank Facility, Lenders owed at least a majority of the then aggregate unpaid principal amount thereof Majority Banks notify the Administrative Agent Debt Coordinator that the Eurodollar Rate (as defined thereunder) for any Interest Period applicable interest period for such Advances any credit extensions under any Bank Facility will not adequately reflect the cost to such Lenders Banks of making, funding or maintaining their Eurodollar LIBOR Rate Advances Credit for such Interest Periodinterest period, the Administrative Agent Debt Coordinator shall forthwith so notify the Borrowers Loan Parties and the Appropriate LendersBanks, whereupon (i) each such Eurodollar LIBOR Rate Advance Credit under such Facility the Bank Facilities will automatically, on the last day of the then existing Interest Period interest period therefor, Convert convert into a Base Rate Advance Loan and (ii) the obligation Obligation of the Appropriate Lenders Banks to make, or to Convert Advances convert credit extensions under the Bank Facilities into, Eurodollar Rate Advances credits shall be suspended until the Administrative Agent Debt Coordinator shall notify the Borrowers Loan Parties that such Lenders the Majority Banks have determined that the circumstances causing such suspension no longer exist; provided that any Bank Facility that does not by its terms provide for Base Rate Loans shall be deemed in the circumstances described in this clause (c) to provide for interest at the Base Rate.
(d) Notwithstanding any other provision of this AgreementAgreement or any other Credit Document, if the introduction of or any change in or in the interpretation of any law or regulation shall make it unlawful, or any central bank or other governmental authority Governmental Authority shall assert that it is unlawful, for any Lender Bank or its Eurodollar Lending Office eurodollar lending office to perform its obligations hereunder Obligations under any Bank Facility to make Eurodollar a LIBOR Rate Advances Credit (as defined thereunder) or to continue to fund or maintain Eurodollar any LIBOR Rate Advances hereunderCredit under the Bank Facilities, then, on notice thereof and demand therefor by such Lender Bank to the Borrowers Loan Parties through the Administrative AgentDebt Coordinator, (i) each Eurodollar such LIBOR Rate Advance Credit, and each commitment by such Bank to make LIBOR Rate Credit, under each Facility under which such Lender has a Commitment the Bank Facilities will automatically, upon such demand, Convert convert into a Base Rate Advance Loan or commitment (as defined under the applicable Credit Agreement) and (ii) the obligation of the Appropriate Lenders Banks to make, or maintain or to Convert Advances convert credit extensions into, Eurodollar LIBOR Rate Advances Credits under the Bank Facilities shall be suspended until the Administrative Agent Debt Coordinator shall notify the Borrowers Loan Parties that such Lender Bank has determined that the circumstances causing such suspension no longer exist; , provided, however, that, that before making any such demand, such Lender Bank agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Eurodollar Lending Office eurodollar lending office if the making of such a designation would allow such Lender Bank or its Eurodollar Lending Office eurodollar lending office to continue to perform its obligations Obligations to make Eurodollar such LIBOR Rate Advances Credit or to continue to fund or maintain Eurodollar such LIBOR Rate Advances Credit and would not, in the sole judgment of such LenderBank, be otherwise disadvantageous to such LenderBank.
(e) Notwithstanding any other provision of this Agreement, if the introduction of or any change in the interpretation of any law or regulation shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for any Canadian Lender or its BA Lending Office to perform its obligations hereunder to complete and accept Drafts, to purchase Bankers’ Acceptances or Notional Bankers’ Acceptances or to continue to fund or maintain Bankers’ Acceptances or Notional Bankers’ Acceptances hereunder, then, on notice thereof and demand therefor by such Canadian Lender to the applicable Canadian Borrower through the Administrative Agent (i) an amount equal to the aggregate Face Amount of all Bankers’ Acceptances and Notional Bankers’ Acceptances outstanding at such time shall, within three Canadian Business Days following such demand (which shall only be made if deemed necessary by the applicable Canadian Lender to comply with applicable law), be deposited by the applicable Canadian Borrower into the BA Collateral Account until the Maturity Date of each such Bankers’ Acceptance and Notional Bankers’ Acceptance, (ii) upon the Maturity Date of any Bankers’ Acceptance or Notional Bankers’ Acceptance in respect of which any such deposit has been made, the Administrative Agent shall be, and hereby is, authorized (without notice to or any further action by the applicable Canadian Borrower) to apply, or to direct the Administrative Agent to apply, such amount (or the applicable portion thereof) to the reimbursement of such Bankers’ Acceptance and (iii) the obligation of the Canadian Lenders to complete and accept Drafts and purchase Bankers’ Acceptances and Notional Bankers’ Acceptance shall be suspended until the Administrative Agent shall notify the Applicable Canadian Borrower that such Lender has determined that the circumstances causing such suspension no longer exist.
Appears in 1 contract
Samples: Amendment, Restatement, General Provisions and Intercreditor Agreement (Us Industries Inc /De)
Increased Costs, Etc. (a) If, due to either (i) the -------------------- introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Lender Party of agreeing to make or of making, funding or maintaining Eurodollar Rate Advances or of agreeing to issue or of issuing or maintaining or participating in Letters of Credit or of agreeing to make or of making or maintaining Letter of Credit Advances or of purchasing, accepting or maintaining Bankers’ Acceptances or Notional Bankers’ Acceptances (excluding, excluding for purposes of this Section 2.11, 2.10 any such increased costs resulting from (xi) Taxes or Other Taxes (as to which Section 2.13 2.12 shall govern) and (yii) changes in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Lender Party is organized or has its Applicable Lending Office or any political subdivision thereof), then the Borrowers Borrower shall from time to time, upon demand by such Lender Party (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender Party additional amounts sufficient to compensate such Lender Party for such increased cost; provided, however, that, before making any such demand, each Lender Party -------- ------- agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender Party, be otherwise disadvantageous to such Lender Party. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender Party, shall be conclusive and binding for all purposes, absent manifest error.
(b) If any Lender Party determines that compliance with either (i) the enactment of or any change in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender Party or any corporation controlling such Lender Party and that the amount of such capital is increased by or based upon the existence of such Lender Party’s 's commitment to lend, to accept, purchase, maintain loans, and/or discount Banker’s Acceptances lend or to issue or participate in Letters of Credit hereunder and other commitments of such type or the issuance or maintenance of or participation in the Letters of Credit (or similar contingent obligations), then, upon demand by such Lender Party or such corporation (with a copy of such demand to the Administrative Agent), the US Borrower shall pay to the Administrative Agent for the account of such Lender Party, from time to time as specified by such Lender Party, additional amounts sufficient to compensate such Lender Party in the light of such circumstances, to the extent that such Lender Party reasonably determines such increase in capital to be allocable to the existence of such Lender Party’s 's commitment to lend, to accept, purchase, maintain loans, and/or discount Bankers’ Acceptances or Notional Bankers’ Acceptances lend or to issue or participate in Letters of Credit hereunder or to the issuance or maintenance of or participation in any Letters of Credit; provided, however, that, before making -------- ------- any such demand, each Lender Party agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such additional amounts payable under this subsection (b) and would not, in the reasonable judgment of such Lender Party, be otherwise disadvantageous to such Lender Party. A certificate as to such amounts submitted to the Borrower by such Lender Party shall be conclusive and binding for all purposes, absent manifest error.
(c) If, with respect to any Eurodollar Rate Advances under any Facility, Lenders owed at least a majority 25% of the then aggregate unpaid principal amount thereof notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Lenders of making, funding or maintaining their Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrowers Borrower and the Appropriate Lenders, whereupon (i) each such Eurodollar Rate Advance under such any Facility will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Appropriate Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers Borrower that such Lenders have determined that the circumstances causing such suspension no longer exist.
(d) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation of any law or regulation shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for any Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate Advances hereunder, then, on notice thereof and demand therefor by such Lender to the Borrowers Borrower through the Administrative Agent, (i) each Eurodollar Rate Advance under each Facility under which such Lender has a Commitment will automatically, upon such demand, Convert into a Base Rate Advance and (ii) the obligation of the Appropriate Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers that such Lender has determined that the circumstances causing such suspension no longer exist; provided, however, that, before making any such demand, such Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Eurodollar Lending Office if the making of such a designation would allow such Lender or its Eurodollar Lending Office to continue to perform its obligations to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate Advances and would not, in the sole judgment of such Lender, be otherwise disadvantageous to such Lender.
(e) Notwithstanding any other provision of this Agreement, if the introduction of or any change in the interpretation of any law or regulation shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for any Canadian Lender or its BA Lending Office to perform its obligations hereunder to complete and accept Drafts, to purchase Bankers’ Acceptances or Notional Bankers’ Acceptances or to continue to fund or maintain Bankers’ Acceptances or Notional Bankers’ Acceptances hereunder, then, on notice thereof and demand therefor by such Canadian Lender to the applicable Canadian Borrower through the Administrative Agent (i) an amount equal to the aggregate Face Amount of all Bankers’ Acceptances and Notional Bankers’ Acceptances outstanding at such time shall, within three Canadian Business Days following such demand (which shall only be made if deemed necessary by the applicable Canadian Lender to comply with applicable law), be deposited by the applicable Canadian Borrower into the BA Collateral Account until the Maturity Date of each such Bankers’ Acceptance and Notional Bankers’ Acceptance, (ii) upon the Maturity Date of any Bankers’ Acceptance or Notional Bankers’ Acceptance in respect of which any such deposit has been made, the Administrative Agent shall be, and hereby is, authorized (without notice to or any further action by the applicable Canadian Borrower) to apply, or to direct the Administrative Agent to apply, such amount (or the applicable portion thereof) to the reimbursement of such Bankers’ Acceptance and (iii) the obligation of the Canadian Lenders to complete and accept Drafts and purchase Bankers’ Acceptances and Notional Bankers’ Acceptance shall be suspended until the Administrative Agent shall notify the Applicable Canadian Borrower that such Lender has determined that the circumstances causing such suspension no longer exist.
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Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority including without limitation any agency of the European Union or other monetary authority (whether or not having the force of law), there shall be any increase in the cost to any Lender Party of agreeing to make or of making, funding or maintaining Eurodollar Eurocurrency Rate Advances or of agreeing to issue or of issuing or maintaining or participating in Letters of Credit or of agreeing to make or of making or maintaining Letter of Credit Advances or of purchasing, accepting or maintaining Bankers’ Acceptances or Notional Bankers’ Acceptances (excluding, for purposes of this Section 2.112.10, any such increased costs resulting from (x) Taxes or Other Taxes (taxes, as to which Section 2.13 2.12 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Lender Party is organized or has its Applicable Lending Office or any political subdivision thereof), then the Borrowers Borrower shall from time to time, upon demand by such Lender Party (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender Party additional amounts sufficient to compensate such Lender Party for such increased cost; provided that a Lender Party claiming additional amounts under this Section 2.10(a) agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such designation would avoid the need for, or reduce the amount of, such increased cost that may thereafter accrue and would not, in the reasonable judgment of such Lender Party, be otherwise disadvantageous to such Lender Party. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender Party, shall be conclusive and binding for all purposes, absent manifest error.
(b) If any Lender Party determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender Party or any corporation controlling such Lender Party and that the amount of such capital is increased by or based upon the existence of such Lender Party’s commitment to lend, to accept, purchase, maintain loans, and/or discount Banker’s Acceptances lend or to issue or participate in Letters of Credit hereunder and other commitments of such type or the issuance or maintenance of or participation in the Letters of Credit (or similar contingent obligationsGuaranteed Debts), then, upon demand by such Lender Party or such corporation (with a copy of such demand to the Administrative Agent), the US Borrower shall pay to the Administrative Agent for the account of such Lender Party, from time to time as specified by such Lender Party, additional amounts sufficient to compensate such Lender Party in the light of such circumstances, to the extent that such Lender Party reasonably determines such increase in capital to be allocable to the existence of such Lender Party’s commitment to lend, to accept, purchase, maintain loans, and/or discount Bankers’ Acceptances or Notional Bankers’ Acceptances lend or to issue or participate in Letters of Credit hereunder or to the issuance or maintenance of or participation in any Letters of Credit. A certificate as to such amounts submitted to the Borrower by such Lender Party shall be conclusive and binding for all purposes, absent manifest error.
(c) If, with respect to any Eurodollar Eurocurrency Rate Advances under any Facility, Lenders owed at least a majority of the then aggregate unpaid principal amount thereof notify the Administrative Agent that the Eurodollar Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Lenders of making, funding or maintaining their Eurodollar Eurocurrency Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrowers Borrower and the Appropriate Lenders, whereupon (i) each such Eurodollar Eurocurrency Rate Advance under such Facility will automatically, on the last day of the then existing Interest Period therefor, Convert (A) if denominated in Dollars, be Converted into a Base Rate Advance and (B) if denominated in Euros or Pounds Sterling, bear interest at a rate per annum mutually agreed by the Borrower and the Administrative Agent in good faith as soon as practicable and in any event before the end of the then-current Interest Period or, if no such rate is agreed, a rate equal to the sum of (x) the Applicable Margin and (y) the rate per annum that compensates each Lender for the cost of funding its Loans, as notified to the Administrative Agent and the Borrower, and (ii) the obligation of the Appropriate Lenders to make, or to Convert Advances into, Eurodollar Eurocurrency Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers Borrower that such Lenders have determined that the circumstances causing such suspension no longer exist.
(d) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation of any law or regulation shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for any Lender or its Eurodollar Eurocurrency Lending Office to perform its obligations hereunder to make Eurodollar Eurocurrency Rate Advances or to continue to fund or maintain Eurodollar Eurocurrency Rate Advances hereunder, then, on notice thereof and demand therefor by such Lender to the Borrowers Borrower through the Administrative Agent, (i) each Eurodollar Eurocurrency Rate Advance under each Facility under which such Lender has a Commitment will automatically, upon such demand, Convert (A) if denominated in Dollars, be Converted into a Base Rate Advance and (B) if denominated in Euros or Pounds Sterling, bear interest at a rate per annum mutually agreed by the Borrower and the Administrative Agent in good faith as soon as practicable and in any event before the end of the then-current Interest Period or, if no such rate is agreed, a rate equal to the sum of (x) the Applicable Margin and (y) the rate per annum that compensates each Lender for the cost of funding its Loans, as notified to the Administrative Agent and the Borrower, and (ii) the obligation of the Appropriate Lenders to make, or to Convert Advances into, Eurodollar Eurocurrency Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers Borrower that such Lender has determined that the circumstances causing such suspension no longer exist; provided, however, that, before making any such demand, such Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Eurodollar Eurocurrency Lending Office if the making of such a designation would allow such Lender or its Eurodollar Eurocurrency Lending Office to continue to perform its obligations to make Eurodollar Eurocurrency Rate Advances or to continue to fund or maintain Eurodollar Eurocurrency Rate Advances Advances, and would not, in the sole judgment of such Lender, be otherwise disadvantageous to such Lender.
(e) Notwithstanding In the event that any other provision Lender Party demands payment of costs or additional amounts pursuant to this AgreementSection 2.10 or Section 2.12 or asserts, if the introduction of or any change in the interpretation of any law or regulation shall make it unlawfulpursuant to Section 2.10(d), or any central bank or other governmental authority shall assert that it is unlawfulunlawful for such Lender Party to make Eurocurrency Rate Advances or becomes a Defaulting Lender then (subject to such Lender Party’s right to rescind such demand or assertion within 10 days after the notice from the Borrower referred to below) the Borrower may, for any Canadian upon 20 days’ prior written notice to such Lender or its BA Lending Office to perform its obligations hereunder to complete Party and accept Drafts, to purchase Bankers’ Acceptances or Notional Bankers’ Acceptances or to continue to fund or maintain Bankers’ Acceptances or Notional Bankers’ Acceptances hereunder, then, on notice thereof and demand therefor by such Canadian Lender to the applicable Canadian Borrower through the Administrative Agent Agent, elect to cause such Lender Party to assign its Advances and Commitments in full to one or more Persons selected by the Borrower so long as (i) an amount equal to the aggregate Face Amount of all Bankers’ Acceptances and Notional Bankers’ Acceptances outstanding at such time shall, within three Canadian Business Days following such demand (which shall only be made if deemed necessary by the applicable Canadian Lender to comply with applicable law), be deposited by the applicable Canadian Borrower into the BA Collateral Account until the Maturity Date of each such Bankers’ Acceptance and Notional Bankers’ AcceptancePerson satisfies the criteria of an Eligible Assignee, (ii) upon such Lender Party receives payment in full in cash of the Maturity Date outstanding principal amount of any Bankers’ Acceptance or Notional Bankers’ Acceptance in respect all Advances made by it and all accrued and unpaid interest thereon and all other amounts due and payable to such Lender Party as of which any such deposit has been made, the Administrative Agent shall be, and hereby is, authorized (without notice to or any further action by the applicable Canadian Borrower) to apply, or to direct the Administrative Agent to apply, such amount (or the applicable portion thereof) to the reimbursement date of such Bankers’ Acceptance assignment (including, without limitation, amounts owing pursuant to Sections 2.10, 2.12 and 9.04) and (iii) the obligation each such assignee agrees to accept such assignment and to assume all obligations of the Canadian Lenders to complete and accept Drafts and purchase Bankers’ Acceptances and Notional Bankers’ Acceptance shall be suspended until the Administrative Agent shall notify the Applicable Canadian Borrower that such Lender has determined that the circumstances causing such suspension no longer existParty hereunder in accordance with Section 9.07.
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Samples: Credit Agreement (Hexacomb CORP)
Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to any Lender Party of agreeing to make or of making, funding or maintaining Eurodollar Rate Advances or of agreeing to issue or of issuing or maintaining or participating in Letters of Credit or of agreeing to make or of making or maintaining Letter of Credit Advances or of purchasing, accepting or maintaining Bankers’ Acceptances or Notional Bankers’ Acceptances (excluding, for purposes of this Section 2.112.10, any such increased costs resulting from (xy) Taxes or Other Taxes (as to which Section 2.13 2.12 shall govern) and (yz) changes in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Lender Party is organized or has its Applicable Lending Office or any political subdivision thereof), then the Borrowers Borrower shall from time to time, upon demand by such Lender Party (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender Party additional amounts sufficient to compensate such Lender Party for such increased cost.
(b) If any Lender Party determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender Party or any corporation controlling such Lender Party and that the amount of such capital is increased by or based upon the existence of such Lender Party’s commitment to lend, to accept, purchase, maintain loans, and/or discount Banker’s Acceptances or to issue or participate in Letters of Credit hereunder and other commitments of such type or the issuance or maintenance of or participation in the Letters of Credit (or similar contingent obligations), then, upon demand by such Lender Party or such corporation (with a copy of such demand to the Administrative Agent), the US Borrower shall pay to the Administrative Agent for the account of such Lender Party, from time to time as specified by such Lender Party, additional amounts sufficient to compensate such Lender Party in the light of such circumstances, to the extent that such Lender Party reasonably determines such increase in capital to be allocable to the existence of such Lender Party’s commitment to lend, to accept, purchase, maintain loans, and/or discount Bankers’ Acceptances or Notional Bankers’ Acceptances or to issue or participate in Letters of Credit hereunder or to the issuance or maintenance of or participation in any Letters of Credit.
(c) If, with respect to any Eurodollar Rate Advances under any Facility, Lenders owed at least a majority of the then aggregate unpaid principal amount thereof notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Lenders of making, funding or maintaining their Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrowers and the Appropriate Lenders, whereupon (i) each such Eurodollar Rate Advance under such Facility will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Appropriate Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers that such Lenders have determined that the circumstances causing such suspension no longer exist.
(d) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation of any law or regulation shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for any Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate Advances hereunder, then, on notice thereof and demand therefor by such Lender to the Borrowers through the Administrative Agent, (i) each Eurodollar Rate Advance under each Facility under which such Lender has a Commitment will automatically, upon such demand, Convert into a Base Rate Advance and (ii) the obligation of the Appropriate Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers that such Lender has determined that the circumstances causing such suspension no longer exist; provided, however, that, before making any such demand, such that a Lender Party claiming additional amounts under this Section 2.10(a) agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Eurodollar Applicable Lending Office if the making of such a designation would allow avoid the need for, or reduce the amount of, such Lender or its Eurodollar Lending Office to continue to perform its obligations to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate Advances increased cost that may thereafter accrue and would not, in the sole reasonable judgment of such LenderLender Party, be otherwise disadvantageous to such Lender.
(e) Notwithstanding any other provision Lender Party. A certificate as to the amount of this Agreementsuch increased cost, if submitted to the introduction of or any change in the interpretation of any law or regulation shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for any Canadian Lender or its BA Lending Office to perform its obligations hereunder to complete and accept Drafts, to purchase Bankers’ Acceptances or Notional Bankers’ Acceptances or to continue to fund or maintain Bankers’ Acceptances or Notional Bankers’ Acceptances hereunder, then, on notice thereof and demand therefor Borrower by such Canadian Lender to the applicable Canadian Borrower through the Administrative Agent (i) an amount equal to the aggregate Face Amount of all Bankers’ Acceptances and Notional Bankers’ Acceptances outstanding at such time shallParty, within three Canadian Business Days following such demand (which shall only be made if deemed necessary by the applicable Canadian Lender to comply with applicable law), be deposited by the applicable Canadian Borrower into the BA Collateral Account until the Maturity Date of each such Bankers’ Acceptance and Notional Bankers’ Acceptance, (ii) upon the Maturity Date of any Bankers’ Acceptance or Notional Bankers’ Acceptance in respect of which any such deposit has been made, the Administrative Agent shall be, and hereby is, authorized (without notice to or any further action by the applicable Canadian Borrower) to apply, or to direct the Administrative Agent to apply, such amount (or the applicable portion thereof) to the reimbursement of such Bankers’ Acceptance and (iii) the obligation of the Canadian Lenders to complete and accept Drafts and purchase Bankers’ Acceptances and Notional Bankers’ Acceptance shall be suspended until the Administrative Agent shall notify the Applicable Canadian Borrower that such Lender has determined that the circumstances causing such suspension no longer existconclusive and binding for all purposes, absent manifest error.
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