INCREASED COSTS, TAXES, ETC. If due to any change in law, regulations, rules or orders or as a result of compliance with any guideline or requirement from any authority which is customary for the Lender to comply with, the Lender incurs or will incur increased costs or a reduced return on its capital, the Borrower will indemnify the Lender against such increased costs or reduced return. All Interest payments and all Loan repayments shall be made free and clear of any present and future taxes, withholdings or other deductions.
INCREASED COSTS, TAXES, ETC. (A) (i) If after the date hereof, the adoption of any law or bank regulatory guideline or any amendment or change in the interpretation of any existing or future Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of Law):
INCREASED COSTS, TAXES, ETC. 48 Section 11.1. Increased Costs, Etc. 48 Section 11.2. Breakage Costs 49 Section 11.3. Judgment Currency 50 Section 11.4. Taxes 50 Section 11.5. Replacement of a Lender 55 ARTICLE 12. JURISDICTION 56 Section 12.1. Consent to Jurisdiction 56 Section 12.2. Governing Law 56 Section 12.3. Execution in Counterparts 57 Section 12.4. Intentionally Omitted 57 Section 12.5. Intentionally Omitted 57 Section 12.6. Waiver of Jury Trial 57 ARTICLE 13. CONFIDENTIALITY 57
INCREASED COSTS, TAXES, ETC. 56 Section 11.1. Increased Costs, Alternate Rate of Interest, Illegality, Etc 56 Section 11.2. Breakage Costs 58 Section 11.3. Judgment Currency 59 Section 11.4. Taxes 59 Section 11.5. Mitigation; Replacement of a Lender 63 ARTICLE 12. JURISDICTION 65 Section 12.1. Consent to Jurisdiction 65 Section 12.2. Governing Law 65 Section 12.3. Counterparts; Integration; Effectiveness; Electronic Execution 66 Section 12.4. Intentionally Omitted 66 Section 12.5. Intentionally Omitted 66 Section 12.6. Waiver of Jury Trial 66 ATL 21192099v3 TABLE OF CONTENTS (continued) Page ARTICLE 13. CONFIDENTIALITY 66 EXHIBITS AND SCHEDULES: Exhibit A Form of Assignment and Assumption ATL 21192099v3 CREDIT AGREEMENT This CREDIT AGREEMENT (this “Agreement”) dated as of April 26, 2016 by and among AGCO INTERNATIONAL GMBH (the “Borrower”), AGCO CORPORATION, a Delaware corporation (“AGCO”), the lenders (the “Lenders”) signatory hereto, and COÖPERATIEVE RABOBANK U.A., ANTWERP BRANCH, as administrative agent for the Lenders (together with any successor, in such capacity, the “Administrative Agent”).
INCREASED COSTS, TAXES, ETC. 98 10.1. Increased Costs, Alternate Rate of Interest, Illegality, Etc. 98 10.2. Breakage Costs 101 10.3. Judgment Currency 101 10.4. Taxes 102 10.5. Mitigation; Replacement of a Lender 107 ARTICLE 11 JURISDICTION 109 11.1. Consent to Jurisdiction 109 11.2. Governing Law 110 11.3. Counterparts; Integration; Effectiveness; Electronic Execution 110 11.4. No Liability of the Issuing Banks 110 11.5. Waiver of Jury Trial 111 ARTICLE 12 CONFIDENTIALITY 111
INCREASED COSTS, TAXES, ETC. 95 10.1. Increased Costs, Alternate Rate of Interest, Illegality, Etc. 95 TABLE OF CONTENTS (continued) 10.2. Breakage Costs 99 10.3. Judgment Currency 99 10.4. Taxes 100 10.5. Mitigation; Replacement of a Lender 103 ARTICLE 11 JURISDICTION 105 11.1. Consent to Jurisdiction 105 11.2. Governing Law 106 11.3. Counterparts; Integration; Effectiveness; Electronic Execution 106 11.4. No Liability of the Issuing Banks 107 11.5. Waiver of Jury Trial 107 11.6. Acknowledgement and Consent to Bail-In of EEA Financial Institutions 107 11.7. Certain ERISA Matters 108 ARTICLE 12 CONFIDENTIALITY 110 SCHEDULES AND EXHIBITS Schedule G Guarantors Schedule 4.1 (b) Subsidiaries; Material Subsidiaries Schedule 4.1 (t) Sanctions Disclosure Schedule 6.1 Existing Indebtedness Schedule 9.6 Voting Participants Exhibit A Form of Assignment and Assumption Exhibit B Form of Notice of Borrowing Exhibit C Form of Designated Borrower Request and Assumption Agreement Exhibit D Form of Designated Borrower Notice Exhibit E Form of Notice of Incremental Facility CREDIT AGREEMENT This CREDIT AGREEMENT dated as of October 17, 2018 by and among AGCO CORPORATION, a Delaware corporation (“AGCO”), AGCO INTERNATIONAL HOLDINGS B.V., a Dutch company, having its corporate seat in Grubbenvorst, the Netherlands (“AGCO BV”; and together with AGCO, each are referred to herein collectively as the “Initial Borrowers” and individually as an “Initial Borrower”); the Lenders party hereto; and COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as Administrative Agent.
INCREASED COSTS, TAXES, ETC. The Borrower will reimburse any costs each of the Lenders incur in performing their obligations under the Bridge Facility resulting from any change in law, including any reserve or special deposit requirement or any tax or capital requirement or any change in the compliance of the Lenders therewith, that has the effect of increasing the cost of funding to the Lenders or reducing the effective return on its capital. All loan repayments shall be made free and clear of any present and future taxes, withholdings or any other deductions.
INCREASED COSTS, TAXES, ETC
