Increased Costs - Taxes, Reserve Requirements, Etc. (i) The Company for and on behalf of each Lender (including without limitation the Issuing Lender) shall pay or cause to be paid directly to the appropriate governmental authority or shall reimburse or compensate each Lender upon demand by such Lender in good faith, acting through the Administrative Agent, for all costs incurred, losses suffered or payments made, as determined by such Lender, by reason of any and all present or future Taxes (including, without limitation, any interest equalization tax or any similar tax on the acquisition of debt obligations), whether or not such Taxes were correctly or legally asserted, on or with regard to any aspect of the transactions with respect to this Agreement, the Loans and the Letters of Credit (except for (i) Excluded Taxes and (ii) Indemnified Taxes or Other Taxes paid pursuant to Section 2.01(h)(ii), Section 2.02 or Section 2.03). (ii) The Company shall pay immediately upon demand by any Lender (including without limitation the Issuing Lender), acting through the Administrative Agent, any Other Taxes in connection with any Loans, Letters of Credit or this Agreement or in connection with the enforcement hereof or thereof; provided that the Company shall not be required to pay any such Other Taxes on behalf of any Lender that (i) becomes a party to this Agreement by assignment pursuant to Section 13.07 or (ii) designates a new Lending Office, in each case to the extent such Other Taxes are imposed at the time such Lender becomes a party to this Agreement or designates a new Lending Office in an amount greater than the amount the assignor or such Lender was entitled to at the time of the assignment or designation. (iii) If any Lender or the Administrative Agent receives a refund in respect of Taxes for which such Lender or the Administrative Agent has received payment from the Company hereunder, it shall promptly notify the Company of such refund and shall, within 30 days after receipt of such refund, if no Event of Default has occurred, repay such refund to the Company with interest if any interest is received thereon by such Lender or the Administrative Agent; provided, that if an Event of Default has occurred and is continuing, such refund shall be applied to the outstanding Loans or paid to the Company once such Event of Default no longer exists; provided further, that the Company, upon the request of such Lender or the Administrative Agent, agrees to return such refund (plus penalties, interest or other charges) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such refund. (A) The Company shall reimburse or compensate each Lender upon demand by such Lender, acting through the Administrative Agent, for all costs incurred, losses suffered or payments made in connection with any CD Rate Loans, Eurodollar Loans, or any part thereof which costs, losses or payments are a result of any future reserve, special deposit or similar requirement against assets of, liabilities of, deposits with or for the account of, or Loans by such Lender imposed on such Lender, its foreign lending branch, or the interbank eurodollar market by any regulatory authority, central bank or other governmental authority, whether or not having the force of law, including, without limitation, Regulation D. (B) If as a result of (y) the introduction of or any change in or in the interpretation or administration of any law or regulation after the date hereof or (z) the compliance with any request made after the date hereof 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 of agreeing to make or making, funding or maintaining Loans, or issuing Letters of Credit or acquiring or holding participations in Letters of Credit, for which such Lender shall not have been reimbursed pursuant to the provisions of clause (A) above (other than any such increase in costs resulting from Taxes, as to which Sections 2.01(h)(i)-(ii) and 2.02 shall govern), then the Company shall from time to time, upon demand by such Lender, acting through the Administrative Agent, pay to such Lender additional amounts sufficient to indemnify such Lender against the full amount of such increased cost. (C) Any Lender claiming reimbursement or compensation under this Section 2.01(h)(iv) shall make its demand on or before 45 days after the end of each Interest Period during which any such cost is incurred, loss is suffered or payment is made and shall provide the Administrative Agent, which in turn shall provide the Company, with a written statement in reasonable detail the calculation of the amount and basis of its request, which statement, subject to Section 2.01(i), shall be conclusive absent manifest error; provided that in the event any reimbursement or compensation demanded by a Lender under this Section 2.01(h) is a result of reserves actually maintained pursuant to the requirements imposed by Regulation D with respect to “Eurocurrency liabilities” (as defined or within the meaning of such Regulation), such demand shall be accompanied by a statement of such Lender in the form of Exhibit 2.01(h)(iv) attached hereto, which statement shall be conclusive and binding on the Company, subject to Section 2.01(i), except in the case of manifest error. No Lender may request reimbursement or compensation under this Section 2.01(h)(iv) for any period prior to the period for which demand has been made in accordance with the foregoing sentence. In preparing any statement delivered under this Section 2.01(h)(iv), such Lender may employ such assumptions and allocation of costs and expenses as it shall in good xxxxx xxxx reasonable and may be determined by any reasonable averaging and attribution method. So long as any notice requirement provided for herein has been satisfied, any decision by the Administrative Agent or any Lender not to require payment of any interest, cost or other amount payable under this Section 2.01(h)(iv), or to calculate any amount payable by a particular method, on any occasion, shall in no way limit or be deemed a waiver of the Administrative Agent’s or such Lender’s right to require full payment of any interest, cost or other amount payable hereunder, or to calculate any amount payable by another method, on any other or subsequent occasion for a subsequent Interest Period. (v) If any Lender shall have determined in good faith that any applicable law, rule, regulation or guideline regarding capital adequacy (each, a “Capital Adequacy Pronouncement”) adopted after the date hereof, or any change after the date hereof in any Capital Adequacy Pronouncement now or hereafter in effect, or any change after the date hereof in the interpretation or administration of any Capital Adequacy Pronouncement now or hereafter in effect by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any Lending Office of such Lender) with any request or directive regarding capital adequacy (whether or not having the force of law) made after the date hereof of any such governmental authority, central bank or comparable agency has the effect of reducing the rate of return on such Lender’s capital or the capital of any Person controlling such Lender as a consequence of its obligations hereunder to a level below that which such Lender would have achieved as a consequence of its obligations hereunder but for such adoption, change or compliance (taking into consideration such Lender’s policies with respect to capital adequacy) by an amount deemed in good faith by such Lender to be material, then from time to time, upon notice by the Lender requesting (through the Administrative Agent) compensation, under this Section 2.01(h)(v) within 90 days after such Lender has obtained knowledge of such event, the Company shall pay to the Administrative Agent for the account of such Lender such additional amount or amounts as will compensate such Lender for such reduction. Any such claim by a Lender for compensation shall be made through the Administrative Agent and shall be accompanied by a certificate signed by an officer of such Lender authorized to so act on behalf of such Lender setting forth in reasonable detail the calculation upon which such claim is based. (vi) Notwithstanding the foregoing, in the event the Company is required to pay to any Lender amounts pursuant to Section 2.01(h)(i)-(ii), 2.01(h)(iv)-(v) or Section 2.02, the Company may give notice to such Lender (with copies to the Administrative Agent) that it wishes to seek one or more assignees (which may be one or more of the Lenders) to assume the Commitment of such Lender and to purchase its outstanding Loans and participations in Letters of Credit and the Administrative Agent will use its best efforts to assist the Company in obtaining an assignee; provided that if more than one Lender requests that the Company pay substantially and proportionately equal additional amounts under Section 2.01(h) or Section 2.02 and the Company elects to seek an assignee to assume the Commitments of any of such affected Lenders, the Company must seek an assignee or assignees to assume the Commitments of all of such affected Lenders. Each Lender requesting compensation pursuant to Section 2.01(h)(i), Section 2.01(h)(ii), Section 2.01(h)(iv), Section 2.01(h)(v) or Section 2.02 agrees to sell its Commitment, its outstanding Loans and participations in Letters of Credit and interest in this Agreement in accordance with Section 13.07 to any such assignee for an amount equal to the sum of the outstanding unpaid principal of and accrued interest on such Loans, plus all other fees and amounts (including, without limitation, any compensation claimed by such Lender under Section 2.01(g) or Section 2.02) due such Lender hereunder calculated, in each case, to the date such Commitment, Loans and interest are purchased. Upon such sale or prepayment, each such Lender shall have no further Commitment or other obligation to the Company hereunder. (vii) Any Lender claiming any amounts pursuant to this Section 2.01(h) or Section 2.02 shall use its reasonable good faith efforts (consistent with its internal policies and legal and regulatory restrictions) to avoid or minimize the payment by the Company of any amounts under this Section 2.01(h) or Section 2.02, including changing the jurisdiction of its Lending Office; provided that no such change or action shall be required to be made or taken if, in the reasonable judgment of such Lender, such change would be materially disadvantageous to such Lender. (viii) The aggregate amount payable, reimbursable or compensable by the Company to or for the account of a Lender under this Section 2.01(h) shall not include any cost covered by the amount received by such Lender from the Company through the Administrative Agent in connection with the calculation of the CD Rate. The Company agrees to indemnify and hold the Administrative Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay in the payment or omission to pay such amounts. The obligations of the Company under this Section 2.01(h) created in accordance with this Section 2.01(h) shall survive the termination of the Commitments and/or this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Cox Radio Inc)
Increased Costs - Taxes, Reserve Requirements, Etc. (i) The Company for and on behalf of each Lender (including without limitation the Issuing Lender) shall pay or cause to be paid directly to the appropriate governmental authority or shall reimburse or compensate each Lender upon demand by such Lender in good faith, acting through the Administrative Agent, for all costs incurred, losses suffered or payments made, as determined by such Lender, by reason of any and all present or future Taxes (including, without limitation, any interest equalization tax or any similar tax on the acquisition of debt obligations), whether or not such Taxes were correctly or legally asserted, on or with regard to any aspect of the transactions with respect to this Agreement, Agreement and the Loans and the Letters of Credit (except for (i) Excluded Taxes and (ii) Indemnified Taxes or Other Taxes paid pursuant to Section 2.01(h)(ii2.02(f)(ii), Section 2.02 2.03 or Section 2.032.04).
(ii) The Company shall pay immediately upon demand by any Lender (including without limitation the Issuing Lender), acting through the Administrative Agent, any Other Taxes in connection with any Loans, Letters of Credit Loans or this Agreement or in connection with the enforcement hereof or thereof; provided that the Company shall not be required to pay any such Other Taxes on behalf of any Lender that (i) becomes a party to this Agreement by assignment pursuant to Section 13.07 or (ii) designates a new Lending Office, in each case to the extent such Other Taxes are imposed at the time such Lender becomes a party to this Agreement or designates a new Lending Office in an amount greater than the amount the assignor or such Lender was entitled to at the time of the assignment or designation.
(iii) If any Lender or the Administrative Agent receives a refund in respect of Taxes for which such Lender or the Administrative Agent has received payment from the Company hereunder, it shall promptly notify the Company of such refund and shall, within 30 days after receipt of such refund, if no Event of Default has occurredoccurred and is continuing, repay such refund to the Company with interest if any interest is received thereon by such Lender or the Administrative Agent; provided, provided that if an Event of Default has occurred and is continuing, such refund shall be applied to the outstanding Loans or paid to the Company once such Event of Default no longer exists; provided further, that the Company, upon the request of such Lender or the Administrative Agent, agrees to return such refund (plus penalties, interest or other charges) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such refund.
(A) The Company shall reimburse or compensate each Lender upon demand by such Lender, acting through the Administrative Agent, for all costs incurred, losses suffered or payments made in connection with any CD Rate Loans, Eurodollar Loans, Loans or any part thereof which costs, losses or payments are a result of any future reserve, special deposit or similar requirement against assets of, liabilities of, deposits with or for the account of, or Loans by such Lender imposed on such Lender, its foreign lending branch, or the interbank eurodollar market by any regulatory authority, central bank or other governmental authority, whether or not having the force of law, including, without limitation, Regulation D.
(B) If as a result of (y) the introduction of or any change in or in the interpretation or administration of any law or regulation after the date hereof or (z) the compliance with any request made after the date hereof 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 of agreeing to make or making, funding or maintaining Loans, or issuing Letters of Credit or acquiring or holding participations in Letters of Credit, Loans for which such Lender shall not have been reimbursed pursuant to the provisions of clause (A) above (other than any such increase in costs resulting from Taxes, as to which Sections 2.01(h)(i)-(ii2.02(f)(i)-(ii) and 2.02 2.03 shall govern), then the Company shall from time to time, upon demand by such Lender, acting through the Administrative Agent, pay to such Lender additional amounts sufficient to indemnify such Lender against the full amount of such increased cost.
(C) Any Lender claiming reimbursement or compensation under this Section 2.01(h)(iv2.02(f)(iv) shall make its demand on or before 45 days after the end of each Interest Period during which any such cost is incurred, loss is suffered or payment is made and shall provide the Administrative Agent, which in turn shall provide the Company, with a written statement in reasonable detail the calculation of the amount and basis of its request, which statement, subject to Section 2.01(i2.02(g), shall be conclusive absent manifest error; provided that in the event any reimbursement or compensation demanded by a Lender under this Section 2.01(h) is a result of reserves actually maintained pursuant to the requirements imposed by Regulation D with respect to “Eurocurrency liabilities” (as defined or within the meaning of such Regulation), such demand shall be accompanied by a statement of such Lender in the form of Exhibit 2.01(h)(iv) attached hereto, which statement shall be conclusive and binding on the Company, subject to Section 2.01(i), except in the case of manifest error. No Lender may request reimbursement or compensation under this Section 2.01(h)(iv) for any period prior to the period for which demand has been made in accordance with the foregoing sentence. In preparing any statement delivered under this Section 2.01(h)(iv), such Lender may employ such assumptions and allocation of costs and expenses as it shall in good xxxxx xxxx reasonable and may be determined by any reasonable averaging and attribution method. So long as any notice requirement provided for herein has been satisfied, any decision by the Administrative Agent or any Lender not to require payment of any interest, cost or other amount payable under this Section 2.01(h)(iv), or to calculate any amount payable by a particular method, on any occasion, shall in no way limit or be deemed a waiver of the Administrative Agent’s or such Lender’s right to require full payment of any interest, cost or other amount payable hereunder, or to calculate any amount payable by another method, on any other or subsequent occasion for a subsequent Interest Period.
(v) If any Lender shall have determined in good faith that any applicable law, rule, regulation or guideline regarding capital adequacy (each, a “Capital Adequacy Pronouncement”) adopted after the date hereof, or any change after the date hereof in any Capital Adequacy Pronouncement now or hereafter in effect, or any change after the date hereof in the interpretation or administration of any Capital Adequacy Pronouncement now or hereafter in effect by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any Lending Office of such Lender) with any request or directive regarding capital adequacy (whether or not having the force of law) made after the date hereof of any such governmental authority, central bank or comparable agency has the effect of reducing the rate of return on such Lender’s capital or the capital of any Person controlling such Lender as a consequence of its obligations hereunder to a level below that which such Lender would have achieved as a consequence of its obligations hereunder but for such adoption, change or compliance (taking into consideration such Lender’s policies with respect to capital adequacy) by an amount deemed in good faith by such Lender to be material, then from time to time, upon notice by the Lender requesting (through the Administrative Agent) compensation, under this Section 2.01(h)(v) within 90 days after such Lender has obtained knowledge of such event, the Company shall pay to the Administrative Agent for the account of such Lender such additional amount or amounts as will compensate such Lender for such reduction. Any such claim by a Lender for compensation shall be made through the Administrative Agent and shall be accompanied by a certificate signed by an officer of such Lender authorized to so act on behalf of such Lender setting forth in reasonable detail the calculation upon which such claim is based.
(vi) Notwithstanding the foregoing, in the event the Company is required to pay to any Lender amounts pursuant to Section 2.01(h)(i)-(ii), 2.01(h)(iv)-(v) or Section 2.02, the Company may give notice to such Lender (with copies to the Administrative Agent) that it wishes to seek one or more assignees (which may be one or more of the Lenders) to assume the Commitment of such Lender and to purchase its outstanding Loans and participations in Letters of Credit and the Administrative Agent will use its best efforts to assist the Company in obtaining an assignee; provided that if more than one Lender requests that the Company pay substantially and proportionately equal additional amounts under Section 2.01(h) or Section 2.02 and the Company elects to seek an assignee to assume the Commitments of any of such affected Lenders, the Company must seek an assignee or assignees to assume the Commitments of all of such affected Lenders. Each Lender requesting compensation pursuant to Section 2.01(h)(i), Section 2.01(h)(ii), Section 2.01(h)(iv), Section 2.01(h)(v) or Section 2.02 agrees to sell its Commitment, its outstanding Loans and participations in Letters of Credit and interest in this Agreement in accordance with Section 13.07 to any such assignee for an amount equal to the sum of the outstanding unpaid principal of and accrued interest on such Loans, plus all other fees and amounts (including, without limitation, any compensation claimed by such Lender under Section 2.01(g) or Section 2.02) due such Lender hereunder calculated, in each case, to the date such Commitment, Loans and interest are purchased. Upon such sale or prepayment, each such Lender shall have no further Commitment or other obligation to the Company hereunder.
(vii) Any Lender claiming any amounts pursuant to this Section 2.01(h) or Section 2.02 shall use its reasonable good faith efforts (consistent with its internal policies and legal and regulatory restrictions) to avoid or minimize the payment by the Company of any amounts under this Section 2.01(h) or Section 2.02, including changing the jurisdiction of its Lending Office; provided that no such change or action shall be required to be made or taken if, in the reasonable judgment of such Lender, such change would be materially disadvantageous to such Lender.
(viii) The aggregate amount payable, reimbursable or compensable by the Company to or for the account of a Lender under this Section 2.01(h) shall not include any cost covered by the amount received by such Lender from the Company through the Administrative Agent in connection with the calculation of the CD Rate. The Company agrees to indemnify and hold the Administrative Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay in the payment or omission to pay such amounts. The obligations of the Company under this Section 2.01(h) created in accordance with this Section 2.01(h) shall survive the termination of the Commitments and/or this Agreement.
Appears in 1 contract
Increased Costs - Taxes, Reserve Requirements, Etc. (i) The Company for and on behalf of each Lender (including including, without limitation limitation, the Issuing LenderLenders) shall pay or cause to be paid directly to the appropriate governmental authority or shall reimburse or compensate each Lender upon demand by such Lender in good faith, acting through the Administrative Agent, for all costs incurred, losses suffered or payments made, as determined by such Lender, by reason of any and all present or future Taxes (including, without limitation, any interest equalization tax or any similar tax on the acquisition of debt obligations), whether or not such Taxes were correctly or legally asserted, on or with regard to any aspect of the transactions with respect to this Agreement, the Loans and the Letters of Credit (except for (i) Excluded Taxes and (ii) Indemnified Taxes or Other Taxes paid pursuant to Section 2.01(h)(ii2.02(f)(ii), Section 2.02 2.03 or Section 2.032.04).
(ii) The Company shall pay immediately upon demand by any Lender (including without limitation the Issuing LenderLenders), acting through the Administrative Agent, any Other Taxes in connection with any Loans, Letters of Credit or this Agreement or in connection with the enforcement hereof or thereof; provided that the Company shall not be required to pay any such Other Taxes on behalf of any Lender that (i) becomes a party to this Agreement by assignment pursuant to Section 13.07 or (ii) designates a new Lending Office, in each case to the extent such Other Taxes are imposed at the time such Lender becomes a party to this Agreement or designates a new Lending Office in an amount greater than the amount the assignor or such Lender was entitled to at the time of the assignment or designation.
(iii) If any Lender or the Administrative Agent receives a refund in respect of Taxes for which such Lender or the Administrative Agent has received payment from the Company hereunder, it shall promptly notify the Company of such refund and shall, within 30 days after receipt of such refund, if no Event of Default has occurredoccurred and is continuing, repay such refund to the Company with interest if any interest is received thereon by such Lender or the Administrative Agent; provided, provided that if an Event of Default has occurred and is continuing, such refund shall be applied to the outstanding Loans or paid to the Company once such Event of Default no longer exists; provided further, that the Company, upon the request of such Lender or the Administrative Agent, agrees to return such refund (plus penalties, interest or other charges) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such refund.
(A) The Company shall reimburse or compensate each Lender upon demand by such Lender, acting through the Administrative Agent, for all costs incurred, losses suffered or payments made in connection with any CD Rate Loans, Eurodollar Loans, Loans or any part thereof which costs, losses or payments are a result of any future reserve, special deposit or similar requirement against assets of, liabilities of, deposits with or for the account of, or Loans by such Lender imposed on such Lender, its foreign lending branch, or the interbank eurodollar market by any regulatory authority, central bank or other governmental authority, whether or not having the force of law, including, without limitation, Regulation D.
(B) If as a result of (y) the introduction of or any change in or in the interpretation or administration of any law or regulation after the date hereof Closing Date or (z) the compliance with any request made after the date hereof Closing Date 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 of agreeing to make or making, funding or maintaining Loans, or issuing Letters of Credit or acquiring or holding participations in Letters of Credit, for which such Lender shall not have been reimbursed pursuant to the provisions of clause (A) above (other than any such increase in costs resulting from Taxes, as to which Sections 2.01(h)(i)-(ii2.02(f)(i)-(ii) and 2.02 2.03 shall govern), then the Company shall from time to time, upon demand by such Lender, acting through the Administrative Agent, pay to such Lender additional amounts sufficient to indemnify such Lender against the full amount of such increased cost.
(C) Any Lender claiming reimbursement or compensation under this Section 2.01(h)(iv2.02(f)(iv) shall make its demand on or before 45 days after the end of each Interest Period during which any such cost is incurred, loss is suffered or payment is made and shall provide the Administrative Agent, which in turn shall provide the Company, with a written statement in reasonable detail the calculation of the amount and basis of its request, which statement, subject to Section 2.01(i), shall be conclusive absent manifest error; provided that in the event any reimbursement or compensation demanded by a Lender under this Section 2.01(h) is a result of reserves actually maintained pursuant to the requirements imposed by Regulation D with respect to “Eurocurrency liabilities” (as defined or within the meaning of such Regulation), such demand shall be accompanied by a statement of such Lender in the form of Exhibit 2.01(h)(iv) attached hereto, which statement shall be conclusive and binding on the Company, subject to Section 2.01(i), except in the case of manifest error. No Lender may request reimbursement or compensation under this Section 2.01(h)(iv) for any period prior to the period for which demand has been made in accordance with the foregoing sentence. In preparing any statement delivered under this Section 2.01(h)(iv), such Lender may employ such assumptions and allocation of costs and expenses as it shall in good xxxxx xxxx reasonable and may be determined by any reasonable averaging and attribution method. So long as any notice requirement provided for herein has been satisfied, any decision by the Administrative Agent or any Lender not to require payment of any interest, cost or other amount payable under this Section 2.01(h)(iv), or to calculate any amount payable by a particular method, on any occasion, shall in no way limit or be deemed a waiver of the Administrative Agent’s or such Lender’s right to require full payment of any interest, cost or other amount payable hereunder, or to calculate any amount payable by another method, on any other or subsequent occasion for a subsequent Interest Period.
(v) If any Lender shall have determined in good faith that any applicable law, rule, regulation or guideline regarding capital adequacy (each, a “Capital Adequacy Pronouncement”) adopted after the date hereof, or any change after the date hereof in any Capital Adequacy Pronouncement now or hereafter in effect, or any change after the date hereof in the interpretation or administration of any Capital Adequacy Pronouncement now or hereafter in effect by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any Lending Office of such Lender) with any request or directive regarding capital adequacy (whether or not having the force of law) made after the date hereof of any such governmental authority, central bank or comparable agency has the effect of reducing the rate of return on such Lender’s capital or the capital of any Person controlling such Lender as a consequence of its obligations hereunder to a level below that which such Lender would have achieved as a consequence of its obligations hereunder but for such adoption, change or compliance (taking into consideration such Lender’s policies with respect to capital adequacy) by an amount deemed in good faith by such Lender to be material, then from time to time, upon notice by the Lender requesting (through the Administrative Agent) compensation, under this Section 2.01(h)(v) within 90 days after such Lender has obtained knowledge of such event, the Company shall pay to the Administrative Agent for the account of such Lender such additional amount or amounts as will compensate such Lender for such reduction. Any such claim by a Lender for compensation shall be made through the Administrative Agent and shall be accompanied by a certificate signed by an officer of such Lender authorized to so act on behalf of such Lender setting forth in reasonable detail the calculation upon which such claim is based.
(vi) Notwithstanding the foregoing, in the event the Company is required to pay to any Lender amounts pursuant to Section 2.01(h)(i)-(ii), 2.01(h)(iv)-(v) or Section 2.02, the Company may give notice to such Lender (with copies to the Administrative Agent) that it wishes to seek one or more assignees (which may be one or more of the Lenders) to assume the Commitment of such Lender and to purchase its outstanding Loans and participations in Letters of Credit and the Administrative Agent will use its best efforts to assist the Company in obtaining an assignee; provided that if more than one Lender requests that the Company pay substantially and proportionately equal additional amounts under Section 2.01(h) or Section 2.02 and the Company elects to seek an assignee to assume the Commitments of any of such affected Lenders, the Company must seek an assignee or assignees to assume the Commitments of all of such affected Lenders. Each Lender requesting compensation pursuant to Section 2.01(h)(i), Section 2.01(h)(ii), Section 2.01(h)(iv), Section 2.01(h)(v) or Section 2.02 agrees to sell its Commitment, its outstanding Loans and participations in Letters of Credit and interest in this Agreement in accordance with Section 13.07 to any such assignee for an amount equal to the sum of the outstanding unpaid principal of and accrued interest on such Loans, plus all other fees and amounts (including, without limitation, any compensation claimed by such Lender under Section 2.01(g) or Section 2.02) due such Lender hereunder calculated, in each case, to the date such Commitment, Loans and interest are purchased. Upon such sale or prepayment, each such Lender shall have no further Commitment or other obligation to the Company hereunder.
(vii) Any Lender claiming any amounts pursuant to this Section 2.01(h) or Section 2.02 shall use its reasonable good faith efforts (consistent with its internal policies and legal and regulatory restrictions) to avoid or minimize the payment by the Company of any amounts under this Section 2.01(h) or Section 2.02, including changing the jurisdiction of its Lending Office; provided that no such change or action shall be required to be made or taken if, in the reasonable judgment of such Lender, such change would be materially disadvantageous to such Lender.
(viii) The aggregate amount payable, reimbursable or compensable by the Company to or for the account of a Lender under this Section 2.01(h) shall not include any cost covered by the amount received by such Lender from the Company through the Administrative Agent in connection with the calculation of the CD Rate. The Company agrees to indemnify and hold the Administrative Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay in the payment or omission to pay such amounts. The obligations of the Company under this Section 2.01(h) created in accordance with this Section 2.01(h) shall survive the termination of the Commitments and/or this Agreement.the
Appears in 1 contract
Samples: Five Year Credit Agreement (Cox Communications Inc /De/)
Increased Costs - Taxes, Reserve Requirements, Etc. (i) The Company for and on behalf of each Lender (including without limitation the Issuing Lender) Bank shall pay or cause to be paid directly to the appropriate governmental authority or shall reimburse or compensate each Lender Bank upon demand by such Lender in good faithBank, acting through the Administrative Agent, for all costs incurred, losses suffered or payments made, as determined by such LenderBank, by reason of any and all present or future Taxes taxes (including, without limitation, including any interest equalization tax or any similar tax on the acquisition of debt obligations), levies, imposts or any other charge of any nature whatsoever imposed by any taxing authority, whether or not such Taxes taxes were correctly or legally asserted, on or with regard to any aspect of the transactions with respect to this Agreement, Agreement and the Loans and the Letters of Credit Credit, except such taxes as may be imposed on the overall net income of a Bank or its Lending Office or franchise taxes (imposed on or measured by income, earnings or retained earnings) imposed by the jurisdiction, or any political subdivision or taxing authority thereof, in which such Bank's principal executive office or its Lending Office is located; provided, that the Company shall not be required to pay, cause to be paid or reimburse or compensate any Bank for any taxes, levies, imposts or other charges that (A) are attributable to such Bank's failure to comply with the requirements of Section 2.03 or (B) are imposed on amounts payable to such Bank at the time such Bank becomes a party to this Agreement (or designate a new lending office), except for to the extent that such Bank (ior its assignor, if any), was entitled, at the time of designation of a new lending office (or assignment) Excluded Taxes and (ii) Indemnified Taxes or Other Taxes paid to receive additional amounts from the Company with respect to such taxes pursuant to Section 2.01(h)(ii), Section 2.02 or Section 2.03)this paragraph.
(ii) The Company shall pay immediately upon demand by any Lender (including without limitation the Issuing Lender)Bank, acting through the Administrative Agent, any Other Taxes applicable stamp and registration taxes, duties, official and sealed paper taxes, or similar charges due, in connection with any Loans, Loans or Letters of Credit or this Agreement or in connection with the enforcement hereof or thereofhereof; provided provided, that the Company shall not be required to pay any such Other Taxes taxes on behalf of any Lender that (i) Bank if such taxes are imposed at the time such Bank becomes a party to this Agreement by assignment pursuant to Section 13.07 or (ii) designates a new Lending Office, in each case to the extent such Other Taxes are imposed at the time such Lender becomes a party to this Agreement or designates a new Lending Office in an amount greater than lending office), except to the amount the assignor extent that such Bank (or such Lender its assignor, if applicable) was entitled to at the time of designation of a new lending office (or assignment) to the assignment or designationpayment of such taxes pursuant to this paragraph.
(iii) If any Lender Bank or the Administrative Agent receives a refund in respect of Taxes taxes for which such Lender Bank or the Administrative Agent has received payment from the Company hereunder, it shall promptly notify the Company of such refund and if no Event of Default has occurred shall, within 30 days after receipt of such refund, if no Event of Default has occurred, repay such refund to the Company with interest if any interest is received thereon by such Lender Bank or the Administrative Agent; provided, that if an Event of Default has occurred and is continuing, such refund shall be applied to the outstanding Loans or paid to the Company once such Event of Default no longer exists; provided further, that the Company, upon the request of such Lender Bank or the Administrative Agent, agrees to return such refund (plus penalties, interest or other charges) to such Lender Bank or the Administrative Agent in the event such Lender Bank or the Administrative Agent is required to repay such refund.
(A) The Company shall reimburse or compensate each Lender Bank upon demand by such LenderBank, acting through the Administrative Agent, for all costs incurred, losses suffered or payments made in connection with any CD Rate Loans, Loans or Eurodollar Loans, Loans or any part thereof which costs, losses or payments are a result of any future reserve, special deposit or similar requirement against assets of, liabilities of, deposits with or for the account of, or Loans by such Lender Bank imposed on such LenderBank, its foreign lending branch, branch or the interbank eurodollar market by any regulatory authority, central bank or other governmental authority, whether or not having the force of law, including, without limitation, including Regulation D.
(B) If as a result of (y) the introduction of or any change in or in the interpretation or administration of any law or regulation after the date hereof or (z) the compliance with any request made after the date hereof 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 Bank (i) of agreeing to make or making, funding or maintaining Loans, Loans or (ii) issuing Letters of Credit or acquiring or holding participations in Letters of Credit, (other than with respect to taxes, levies, imposts and other charges covered by Sections 2.01(g)(i)-(ii) or Section 2.02 and changes in the rate of tax on the overall net income of such Bank) for which such Lender Bank shall not have been reimbursed pursuant to the provisions of clause (A) above (other than any such increase in costs resulting from Taxes, as to which Sections 2.01(h)(i)-(ii) and 2.02 shall govern)above, then the Company shall from time to time, upon demand by such LenderBank, acting through the Administrative Agent, pay to such Lender Bank additional amounts sufficient to indemnify such Lender Bank against the full amount of such increased cost.
(C) Any Lender Bank claiming reimbursement or compensation under this Section 2.01(h)(iv2.01(g)(iv) shall make its demand on or before 45 days after the end of each Interest Period during which any such cost is incurred, loss is suffered or payment is made and shall provide the Administrative Agent, which who in turn shall provide the Company, with a written statement showing in reasonable detail the calculation of the amount and basis of its request, which statement, subject to Section 2.01(i2.01(h), shall be conclusive absent manifest demonstrable error; provided that in the event any reimbursement or compensation demanded by a Lender Bank under this Section 2.01(h2.01(g) is a result of reserves actually maintained pursuant to the requirements imposed by Regulation D with respect to “"Eurocurrency liabilities” " (as defined or within the meaning of such Regulation), such demand shall be accompanied by a statement of such Lender Bank in the form of Exhibit 2.01(h)(iv2.01(g)(iv) attached hereto, which statement shall be conclusive and binding on the Company, subject to Section 2.01(i), except in the case of manifest error. No Lender Bank may request reimbursement or compensation under this Section 2.01(h)(iv2.01(g)(iv) for any period prior to the period for which demand has been made in accordance with the foregoing sentence. In preparing any statement delivered under this Section 2.01(h)(iv2.01(g)(iv), such Lender Bank may employ such assumptions and allocation allocations of costs and expenses as it shall in good xxxxx faitx xxxx reasonable xxxsonable and may be determined by any reasonable averaging and attribution method. So long as any notice requirement provided for herein has been satisfied, any decision by the Administrative Agent or any Lender Bank not to require payment of any interest, cost or other amount payable under this Section 2.01(h)(iv2.01(g)(iv), or to calculate any amount payable by a particular method, on any occasion, shall in no way limit or be deemed a waiver of the Administrative Agent’s 's or such Lender’s Bank's right to require full payment of any interest, cost or other amount payable hereunder, or to calculate any amount payable by another method, on any other or subsequent occasion for a subsequent Interest Period.
(v) If any Lender Bank shall have determined in good faith that any applicable law, rule, regulation or guideline regarding capital adequacy (each, a “Capital Adequacy Pronouncement”) adopted after the date hereof, or any change after the date hereof in any Capital Adequacy Pronouncement now or hereafter in effect, or any change after the date hereof therein, or any change in the interpretation or administration of any Capital Adequacy Pronouncement now or hereafter in effect thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender Bank (or any Lending Office of such LenderBank) with any request or directive regarding capital adequacy (whether or not having the force of law) made after the date hereof of any such governmental authority, central bank or comparable agency has the effect of reducing the rate of return on such Lender’s Bank's capital or the capital of any Person controlling corporation Controlling such Lender Bank as a consequence of its obligations hereunder to a level below that which such Lender Bank would have achieved as a consequence of its obligations hereunder but for such adoption, change or compliance (taking into consideration such Lender’s Bank's policies with respect to capital adequacy) by an amount deemed in good faith by such Lender Bank to be material, then from time to time, upon notice by the Lender Bank requesting (through the Administrative Agent) compensation, under this Section 2.01(h)(v2.01(g)(v) within 90 days a reasonable period of time after such Lender Bank has obtained knowledge of such event, the Company shall pay to the Administrative Agent for the account of such Lender Bank such additional amount or amounts as will compensate such Lender Bank for such reduction. Any such claim by a Lender Bank for compensation shall be made through the Administrative Agent and shall be accompanied by a certificate signed by an officer of such Lender Bank authorized to so act on behalf of such Lender Bank setting forth in reasonable detail the calculation upon which such claim is based.
(vi) Notwithstanding the foregoing, in the event the Company is required to pay to to, for or on behalf of any Lender Bank amounts pursuant to Section 2.01(h)(i)-(ii2.01(g)(i), 2.01(h)(iv)-(vSection 2.01(g)(iv)(A), Section 2.01(g)(iv)(B), Section 2.01(g)(v) or Section 2.02, the Company may give notice to such Lender Bank (with copies to the Administrative Agent) (A) that it wishes to seek one or more assignees (which may be one or more of the LendersBanks) to assume the Commitment and any Swingline Commitment of such Lender Bank and to purchase its outstanding Loans and participations Loans, in Letters of Credit and which case the Administrative Agent will use its best efforts to assist the Company in obtaining an assignee, or (B) in the case of any Bank that became a Bank pursuant to an assignment under Section 13.07, that it wishes to terminate the Commitment and any Swingline Commitment of such Bank; provided that if more than one Lender Bank requests that the Company pay substantially and proportionately equal additional amounts under Section 2.01(h2.01(g)(i), Section 2.01(g)(iv)(A), Section 2.01(g)(iv)(B), Section 2.01(g)(v) or Section 2.02 and the Company elects to seek an assignee to assume assume, or to terminate, the Commitments and any Swingline Commitments of any of such affected LendersBanks, the Company must seek an assignee or assignees to assume assume, or must terminate, as the case may be, the Commitments and any Swingline Commitments of all of such affected LendersBanks. Each Lender Bank requesting compensation pursuant to Section 2.01(h)(i2.01(g)(i), Section 2.01(h)(ii2.01(g)(iv)(A), Section 2.01(h)(iv2.01(g)(iv)(B), or Section 2.01(h)(v2.01(g)(v) or Section 2.02 agrees to sell its Commitment, its outstanding Loans and participations in Letters of Credit and interest in this Agreement in accordance with Section 13.07 to any such assignee for an amount equal to the sum of the outstanding unpaid principal of and accrued interest on such Loans, plus all other fees and amounts (including, without limitation, any compensation claimed by such Lender under Section 2.01(g) or Section 2.02) due such Lender hereunder calculated, in each case, to the date such Commitment, Loans and interest are purchased. Upon such sale or prepayment, each such Lender shall have no further Commitment or other obligation to the Company hereunder.
(vii) Any Lender claiming any amounts pursuant to this Section 2.01(h) or Section 2.02 shall use its reasonable good faith efforts (consistent with its internal policies and legal and regulatory restrictions) to avoid or minimize the payment by the Company of any amounts under this Section 2.01(h) or Section 2.02, including changing the jurisdiction of its Lending Office; provided that no such change or action shall be required to be made or taken if, in the reasonable judgment of such Lender, such change would be materially disadvantageous to such Lender.
(viii) The aggregate amount payable, reimbursable or compensable by the Company to or for the account of a Lender under this Section 2.01(h) shall not include any cost covered by the amount received by such Lender from the Company through the Administrative Agent in connection with the calculation of the CD Rate. The Company agrees to indemnify and hold the Administrative Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay in the payment or omission to pay such amounts. The obligations of the Company under this Section 2.01(h) created in accordance with this Section 2.01(h) shall survive the termination of the Commitments and/or this Agreement.Section
Appears in 1 contract
Samples: Credit Agreement (Cox Radio Inc)
Increased Costs - Taxes, Reserve Requirements, Etc. (i) The Company for and on behalf of each Lender (including without limitation the Issuing Lender) Bank shall pay or cause to be paid directly to the appropriate governmental authority or shall reimburse or compensate each Lender Bank upon demand by such Lender in good faithBank, acting through the Administrative Agent, for all costs incurred, losses suffered or payments made, as determined by such LenderBank, by reason of any and all present or future Taxes taxes (including, without limitation, any interest equalization tax or any similar tax on the acquisition of debt obligations), levies, imposts or any other charge of any nature whatsoever imposed by any taxing authority, whether or not such Taxes taxes were correctly or legally asserted, on or with regard to any aspect of the transactions with respect to this Agreement, the Loans Agreement and the Letters Loans, except such taxes as may be measured by the overall net income of Credit (except for (i) Excluded Taxes a Bank or its Lending Office and (ii) Indemnified Taxes increase in franchise taxes imposed by the jurisdiction, or Other Taxes paid pursuant to Section 2.01(h)(ii)any political subdivision or taxing authority thereof, Section 2.02 in which such Bank's principal executive office or Section 2.03)its Lending Office is located.
(ii) The Company shall pay immediately upon demand by any Lender (including without limitation the Issuing Lender)Bank, acting through the Administrative Agent, any Other Taxes applicable stamp and registration taxes, duties, official and sealed paper taxes, or similar charges due, or which under currently applicable law could in the future become due, or which may in the future become due as a result of any change in applicable law, the interpretation thereof, or otherwise, in connection with any Loans, Letters of Credit Loans or this Agreement or in connection with the enforcement hereof or thereof; provided that the Company shall not be required to pay any such Other Taxes on behalf of any Lender that (i) becomes a party to this Agreement by assignment pursuant to Section 13.07 or (ii) designates a new Lending Office, in each case to the extent such Other Taxes are imposed at the time such Lender becomes a party to this Agreement or designates a new Lending Office in an amount greater than the amount the assignor or such Lender was entitled to at the time of the assignment or designationhereof.
(iii) If any Lender Bank or the Administrative Agent receives a refund in respect of Taxes taxes for which such Lender Bank or the Administrative Agent has received payment from the Company hereunder, it shall promptly notify the Company of such refund and shall, within 30 days after receipt of such refund, if no Event of Default has occurred, repay such refund to the Company with interest if any interest is received thereon by such Lender Bank or the Administrative Agent; provided, that if an Event of Default has occurred and is continuing, such refund shall be applied to the outstanding Loans or paid to the Company once such Event of Default no longer exists; provided further, that the Company, upon the request of such Lender Bank or the Administrative Agent, agrees to return such refund (plus penalties, interest or other charges) to such Lender Bank or the Administrative Agent in the event such Lender Bank or the Administrative Agent is required to repay such refund.
(A) The Company shall reimburse or compensate each Lender upon demand by such Lender, acting through the Administrative Agent, for all costs incurred, losses suffered or payments made in connection with any CD Rate Loans, Eurodollar Loans, or any part thereof which costs, losses or payments are a result of any future reserve, special deposit or similar requirement against assets of, liabilities of, deposits with or for the account of, or Loans by such Lender imposed on such Lender, its foreign lending branch, or the interbank eurodollar market by any regulatory authority, central bank or other governmental authority, whether or not having the force of law, including, without limitation, Regulation D.
(B) If as a result of (y) the introduction of or any change in or in the interpretation or administration of any law or regulation after the date hereof or (z) the compliance with any request made after the date hereof 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 of agreeing to make or making, funding or maintaining Loans, or issuing Letters of Credit or acquiring or holding participations in Letters of Credit, for which such Lender shall not have been reimbursed pursuant to the provisions of clause (A) above (other than any such increase in costs resulting from Taxes, as to which Sections 2.01(h)(i)-(ii) and 2.02 shall govern), then the Company shall from time to time, upon demand by such Lender, acting through the Administrative Agent, pay to such Lender additional amounts sufficient to indemnify such Lender against the full amount of such increased cost.
(C) Any Lender claiming reimbursement or compensation under this Section 2.01(h)(iv) shall make its demand on or before 45 days after the end of each Interest Period during which any such cost is incurred, loss is suffered or payment is made and shall provide the Administrative Agent, which in turn shall provide the Company, with a written statement in reasonable detail the calculation of the amount and basis of its request, which statement, subject to Section 2.01(i), shall be conclusive absent manifest error; provided that in the event any reimbursement or compensation demanded by a Lender under this Section 2.01(h) is a result of reserves actually maintained pursuant to the requirements imposed by Regulation D with respect to “Eurocurrency liabilities” (as defined or within the meaning of such Regulation), such demand shall be accompanied by a statement of such Lender in the form of Exhibit 2.01(h)(iv) attached hereto, which statement shall be conclusive and binding on the Company, subject to Section 2.01(i), except in the case of manifest error. No Lender may request reimbursement or compensation under this Section 2.01(h)(iv) for any period prior to the period for which demand has been made in accordance with the foregoing sentence. In preparing any statement delivered under this Section 2.01(h)(iv), such Lender may employ such assumptions and allocation of costs and expenses as it shall in good xxxxx xxxx reasonable and may be determined by any reasonable averaging and attribution method. So long as any notice requirement provided for herein has been satisfied, any decision by the Administrative Agent or any Lender not to require payment of any interest, cost or other amount payable under this Section 2.01(h)(iv), or to calculate any amount payable by a particular method, on any occasion, shall in no way limit or be deemed a waiver of the Administrative Agent’s or such Lender’s right to require full payment of any interest, cost or other amount payable hereunder, or to calculate any amount payable by another method, on any other or subsequent occasion for a subsequent Interest Period.
(v) If any Lender shall have determined in good faith that any applicable law, rule, regulation or guideline regarding capital adequacy (each, a “Capital Adequacy Pronouncement”) adopted after the date hereof, or any change after the date hereof in any Capital Adequacy Pronouncement now or hereafter in effect, or any change after the date hereof in the interpretation or administration of any Capital Adequacy Pronouncement now or hereafter in effect by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any Lending Office of such Lender) with any request or directive regarding capital adequacy (whether or not having the force of law) made after the date hereof of any such governmental authority, central bank or comparable agency has the effect of reducing the rate of return on such Lender’s capital or the capital of any Person controlling such Lender as a consequence of its obligations hereunder to a level below that which such Lender would have achieved as a consequence of its obligations hereunder but for such adoption, change or compliance (taking into consideration such Lender’s policies with respect to capital adequacy) by an amount deemed in good faith by such Lender to be material, then from time to time, upon notice by the Lender requesting (through the Administrative Agent) compensation, under this Section 2.01(h)(v) within 90 days after such Lender has obtained knowledge of such event, the Company shall pay to the Administrative Agent for the account of such Lender such additional amount or amounts as will compensate such Lender for such reduction. Any such claim by a Lender for compensation shall be made through the Administrative Agent and shall be accompanied by a certificate signed by an officer of such Lender authorized to so act on behalf of such Lender setting forth in reasonable detail the calculation upon which such claim is based.
(vi) Notwithstanding the foregoing, in the event the Company is required to pay to any Lender amounts pursuant to Section 2.01(h)(i)-(ii), 2.01(h)(iv)-(v) or Section 2.02, the Company may give notice to such Lender (with copies to the Administrative Agent) that it wishes to seek one or more assignees (which may be one or more of the Lenders) to assume the Commitment of such Lender and to purchase its outstanding Loans and participations in Letters of Credit and the Administrative Agent will use its best efforts to assist the Company in obtaining an assignee; provided that if more than one Lender requests that the Company pay substantially and proportionately equal additional amounts under Section 2.01(h) or Section 2.02 and the Company elects to seek an assignee to assume the Commitments of any of such affected Lenders, the Company must seek an assignee or assignees to assume the Commitments of all of such affected Lenders. Each Lender requesting compensation pursuant to Section 2.01(h)(i), Section 2.01(h)(ii), Section 2.01(h)(iv), Section 2.01(h)(v) or Section 2.02 agrees to sell its Commitment, its outstanding Loans and participations in Letters of Credit and interest in this Agreement in accordance with Section 13.07 to any such assignee for an amount equal to the sum of the outstanding unpaid principal of and accrued interest on such Loans, plus all other fees and amounts (including, without limitation, any compensation claimed by such Lender under Section 2.01(g) or Section 2.02) due such Lender hereunder calculated, in each case, to the date such Commitment, Loans and interest are purchased. Upon such sale or prepayment, each such Lender shall have no further Commitment or other obligation to the Company hereunder.
(vii) Any Lender claiming any amounts pursuant to this Section 2.01(h) or Section 2.02 shall use its reasonable good faith efforts (consistent with its internal policies and legal and regulatory restrictions) to avoid or minimize the payment by the Company of any amounts under this Section 2.01(h) or Section 2.02, including changing the jurisdiction of its Lending Office; provided that no such change or action shall be required to be made or taken if, in the reasonable judgment of such Lender, such change would be materially disadvantageous to such Lender.
(viii) The aggregate amount payable, reimbursable or compensable by the Company to or for the account of a Lender under this Section 2.01(h) shall not include any cost covered by the amount received by such Lender from the Company through the Administrative Agent in connection with the calculation of the CD Rate. The Company agrees to indemnify and hold the Administrative Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay in the payment or omission to pay such amounts. The obligations of the Company under this Section 2.01(h) created in accordance with this Section 2.01(h) shall survive the termination of the Commitments and/or this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Cox Radio Inc)
Increased Costs - Taxes, Reserve Requirements, Etc. (i) The Company for and on behalf of each Lender (including without limitation the Issuing Lender) Bank shall pay or cause to be paid directly to the appropriate governmental authority or shall reimburse or compensate each Lender Bank upon demand by such Lender in good faithBank, acting through the Administrative Agent, for all costs incurred, losses suffered or payments made, as determined by such LenderBank, by reason of any and all present or future Taxes taxes (including, without limitation, any interest equalization tax or any similar tax on the acquisition of debt obligations), levies, imposts or any other charge of any nature whatsoever imposed by any taxing authority, whether or not such Taxes taxes were correctly or legally asserted, on or with regard to any aspect of the transactions with respect to this Agreement, the Loans Agreement and the Letters Loans, except such taxes as may be measured by the overall net income of Credit (except for (i) Excluded Taxes a Bank or its Lending Office and (ii) Indemnified Taxes any increase in franchise taxes imposed by the jurisdiction, or Other Taxes paid pursuant to Section 2.01(h)(ii)any political subdivision or taxing authority thereof, Section 2.02 in which such Bank's principal executive office or Section 2.03)its Lending Office is located.
(ii) The Company shall pay immediately upon demand by any Lender (including without limitation the Issuing Lender)Bank, acting through the Administrative Agent, any Other Taxes applicable stamp and registration taxes, duties, official and sealed paper taxes, or similar charges due, or which under currently applicable law could in the future become due, or which may in the future become due as a result of any change in applicable law, the interpretation thereof, or otherwise, in connection with any Loans, Letters of Credit Loans or this Agreement or in connection with the enforcement hereof or thereof; provided that the Company shall not be required to pay any such Other Taxes on behalf of any Lender that (i) becomes a party to this Agreement by assignment pursuant to Section 13.07 or (ii) designates a new Lending Office, in each case to the extent such Other Taxes are imposed at the time such Lender becomes a party to this Agreement or designates a new Lending Office in an amount greater than the amount the assignor or such Lender was entitled to at the time of the assignment or designationhereof.
(iii) If any Lender Bank or the Administrative Agent receives a refund in respect of Taxes taxes for which such Lender Bank or the Administrative Agent has received payment from the Company hereunder, it shall promptly notify the Company of such refund and shall, within 30 days after receipt of such refund, if no Event of Default has occurred, repay such refund to the Company with interest if any interest is received thereon by such Lender Bank or the Administrative Agent; provided, that if an Event of Default has occurred and is continuing, such refund shall be applied to the outstanding Loans or paid to the Company once such Event of Default no longer exists; provided further, that the Company, upon the request of such Lender Bank or the Administrative Agent, agrees to return such refund (plus penalties, interest or other charges) to such Lender Bank or the Administrative Agent in the event such Lender Bank or the Administrative Agent is required to repay such refund.
(A) The Company shall reimburse or compensate each Lender Bank upon demand by such LenderBank, acting through the Administrative Agent, for all costs incurred, losses suffered or payments made in connection with any CD Rate Loans, Eurodollar Loans, Eurocurrency Loans or any part thereof which costs, losses or payments are a result of any present or future reserve, special deposit or similar requirement against assets of, liabilities of, deposits with or for the account of, or Loans by such Lender Bank imposed on such LenderBank, its foreign lending branch, the interbank eurodollar market or the interbank eurodollar eurocurrency market by any regulatory authority, central bank or other governmental authority, whether or not having the force of law, including, without limitation, Regulation D.
(B) If as a result of (y) the introduction of or any change in or in the interpretation or administration of any law or regulation after the date hereof or (z) the compliance with any request made after the date hereof 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 Bank of agreeing to make or making, funding or maintaining Loans, or issuing Letters of Credit or acquiring or holding participations in Letters of Credit, Loans for which such Lender Bank shall not have been reimbursed pursuant to the provisions of clause (A) above (other than any such increase in costs resulting from Taxes, as to which Sections 2.01(h)(i)-(ii) and 2.02 shall govern)above, then the Company shall from time to time, upon demand by such LenderBank, acting through the Administrative Agent, pay to such Lender Bank additional amounts sufficient to indemnify such Lender Bank against the full amount of such increased cost.
(C) Any Lender Bank claiming reimbursement or compensation under this Section 2.01(h)(iv2.01(g)(iv) shall make its demand on or before 45 days after the end of each Interest Period during which any such cost is incurred, loss is suffered or payment is made and shall provide the Administrative Agent, which who in turn shall provide the Company, with a written statement in reasonable detail the calculation of the amount and basis of its request, which statement, subject to Section 2.01(i2.01(h), shall be conclusive absent manifest error; provided that in the event any reimbursement or compensation demanded by a Lender Bank under this Section 2.01(h2.01(g) is a result of reserves actually maintained pursuant to the requirements imposed by Regulation D with respect to “"Eurocurrency liabilities” " (as defined or within the meaning of such Regulation), such demand shall be accompanied by a statement of such Lender Bank in the form of Exhibit 2.01(h)(iv2.01(g)(iv) attached hereto, which statement shall be conclusive and binding on the Company, subject to Section 2.01(i), except in the case of manifest error. No Lender Bank may request reimbursement or compensation under this Section 2.01(h)(iv2.01(g)(iv) for any period prior to the period for which demand has been made in accordance with the foregoing sentence. In preparing any Such statement delivered under this Section 2.01(h)(iv), such Lender may employ such assumptions and allocation of costs and expenses as it shall in good xxxxx xxxx reasonable and may be determined by any reasonable averaging and attribution method. So long as any notice requirement provided for herein has been satisfied, any decision by the Administrative Agent or any Lender not to require payment of any interest, cost or other amount payable under this Section 2.01(h)(iv), or to calculate any amount payable by a particular method, on any occasion, shall in no way limit or be deemed a waiver of the Administrative Agent’s or such Lender’s right to require full payment of any interest, cost or other amount payable hereunder, or to calculate any amount payable by another method, on any other or subsequent occasion for a subsequent Interest Period.
(v) If any Lender shall have determined in good faith that any applicable law, rule, regulation or guideline regarding capital adequacy (each, a “Capital Adequacy Pronouncement”) adopted after the date hereof, or any change after the date hereof in any Capital Adequacy Pronouncement now or hereafter in effect, or any change after the date hereof in the interpretation or administration of any Capital Adequacy Pronouncement now or hereafter in effect by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any Lending Office of such Lender) with any request or directive regarding capital adequacy (whether or not having the force of law) made after the date hereof of any such governmental authority, central bank or comparable agency has the effect of reducing the rate of return on such Lender’s capital or the capital of any Person controlling such Lender as a consequence of its obligations hereunder to a level below that which such Lender would have achieved as a consequence of its obligations hereunder but for such adoption, change or compliance (taking into consideration such Lender’s policies with respect to capital adequacy) by an amount deemed in good faith by such Lender to be material, then from time to time, upon notice by the Lender requesting (through the Administrative Agent) compensation, under this Section 2.01(h)(v) within 90 days after such Lender has obtained knowledge of such event, the Company shall pay to the Administrative Agent for the account of such Lender such additional amount or amounts as will compensate such Lender for such reduction. Any such claim by a Lender for compensation shall be made through conclusive and binding on the Administrative Agent and shall be accompanied by a certificate signed by an officer of such Lender authorized to so act on behalf of such Lender setting forth in reasonable detail the calculation upon which such claim is based.
(vi) Notwithstanding the foregoingCompany, in the event the Company is required to pay to any Lender amounts pursuant subject to Section 2.01(h)(i)-(ii2.01(h), 2.01(h)(iv)-(v) or Section 2.02, the Company may give notice to such Lender (with copies to the Administrative Agent) that it wishes to seek one or more assignees (which may be one or more of the Lenders) to assume the Commitment of such Lender and to purchase its outstanding Loans and participations in Letters of Credit and the Administrative Agent will use its best efforts to assist the Company in obtaining an assignee; provided that if more than one Lender requests that the Company pay substantially and proportionately equal additional amounts under Section 2.01(h) or Section 2.02 and the Company elects to seek an assignee to assume the Commitments of any of such affected Lenders, the Company must seek an assignee or assignees to assume the Commitments of all of such affected Lenders. Each Lender requesting compensation pursuant to Section 2.01(h)(i), Section 2.01(h)(ii), Section 2.01(h)(iv), Section 2.01(h)(v) or Section 2.02 agrees to sell its Commitment, its outstanding Loans and participations in Letters of Credit and interest in this Agreement in accordance with Section 13.07 to any such assignee for an amount equal to the sum of the outstanding unpaid principal of and accrued interest on such Loans, plus all other fees and amounts (including, without limitation, any compensation claimed by such Lender under Section 2.01(g) or Section 2.02) due such Lender hereunder calculated, in each case, to the date such Commitment, Loans and interest are purchased. Upon such sale or prepayment, each such Lender shall have no further Commitment or other obligation to the Company hereunder.
(vii) Any Lender claiming any amounts pursuant to this Section 2.01(h) or Section 2.02 shall use its reasonable good faith efforts (consistent with its internal policies and legal and regulatory restrictions) to avoid or minimize the payment by the Company of any amounts under this Section 2.01(h) or Section 2.02, including changing the jurisdiction of its Lending Office; provided that no such change or action shall be required to be made or taken if, in the reasonable judgment of such Lender, such change would be materially disadvantageous to such Lender.
(viii) The aggregate amount payable, reimbursable or compensable by the Company to or for the account of a Lender under this Section 2.01(h) shall not include any cost covered by the amount received by such Lender from the Company through the Administrative Agent in connection with the calculation of the CD Rate. The Company agrees to indemnify and hold the Administrative Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay in the payment or omission to pay such amounts. The obligations of the Company under this Section 2.01(h) created in accordance with this Section 2.01(h) shall survive the termination of the Commitments and/or this Agreement.,
Appears in 1 contract
Increased Costs - Taxes, Reserve Requirements, Etc. (i) The Company for and on behalf of each Lender (including including, without limitation limitation, the Issuing LenderLenders) shall pay or cause to be paid directly to the appropriate governmental authority or shall reimburse or compensate each Lender upon demand by such Lender in good faith, acting through the Administrative Agent, for all costs incurred, losses suffered or payments made, as determined by such Lender, by reason of any and all present or future Taxes (including, without limitation, any interest equalization tax or any similar tax on the acquisition of debt obligations), whether or not such Taxes were correctly or legally asserted, on or with regard to any aspect of the transactions with respect to this Agreement, the Loans and the Letters of Credit (except for (i) Excluded Taxes and (ii) Indemnified Taxes or Other Taxes paid pursuant to Section 2.01(h)(ii2.02(f)(ii), Section 2.02 2.03 or Section 2.032.04).
(ii) The Company shall pay immediately upon demand by any Lender (including without limitation the Issuing LenderLenders), acting through the Administrative Agent, any Other Taxes in connection with any Loans, Letters of Credit or this Agreement or in connection with the enforcement hereof or thereof; provided that the Company shall not be required to pay any such Other Taxes on behalf of any Lender that (i) becomes a party to this Agreement by assignment pursuant to Section 13.07 or (ii) designates a new Lending Office, in each case to the extent such Other Taxes are imposed at the time such Lender becomes a party to this Agreement or designates a new Lending Office in an amount greater than the amount the assignor or such Lender was entitled to at the time of the assignment or designation.
(iii) If any Lender or the Administrative Agent receives a refund in respect of Taxes for which such Lender or the Administrative Agent has received payment from the Company hereunder, it shall promptly notify the Company of such refund and shall, within 30 days after receipt of such refund, if no Event of Default has occurredoccurred and is continuing, repay such refund to the Company with interest if any interest is received thereon by such Lender or the Administrative Agent; provided, provided that if an Event of Default has occurred and is continuing, such refund shall be applied to the outstanding Loans or paid to the Company once such Event of Default no longer exists; provided further, that the Company, upon the request of such Lender or the Administrative Agent, agrees to return such refund (plus penalties, interest or other charges) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such refund.
(iv) (A) The Company shall reimburse or compensate each Lender upon demand by such Lender, acting through the Administrative Agent, for all costs incurred, losses suffered or payments made in connection with any CD Rate Loans, Eurodollar Loans, Loans or any part thereof which costs, losses or payments are a result of any future reserve, special deposit or similar requirement against assets of, liabilities of, deposits with or for the account of, or Loans by such Lender imposed on such Lender, its foreign lending branch, branch or the interbank eurodollar market by any regulatory authority, central bank or other governmental authority, whether or not having the force of law, including, without limitation, Regulation D.
(B) If as a result of (y) the introduction of or any change in or in the interpretation or administration of any law or regulation after the date hereof or (z) the compliance with any request made after the date hereof 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 of agreeing to make or making, funding or maintaining Loans, or issuing Letters of Credit or acquiring or holding participations in Letters of Credit, for which such Lender shall not have been reimbursed pursuant to the provisions of clause (A) above (other than any such increase in costs resulting from Taxes, as to which Sections 2.01(h)(i)-(ii) and 2.02 shall govern), then the Company shall from time to time, upon demand by such Lender, acting through the Administrative Agent, pay to such Lender additional amounts sufficient to indemnify such Lender against the full amount of such increased cost.
(C) Any Lender claiming reimbursement or compensation under this Section 2.01(h)(iv) shall make its demand on or before 45 days after the end of each Interest Period during which any such cost is incurred, loss is suffered or payment is made and shall provide the Administrative Agent, which in turn shall provide the Company, with a written statement in reasonable detail the calculation of the amount and basis of its request, which statement, subject to Section 2.01(i), shall be conclusive absent manifest error; provided that in the event any reimbursement or compensation demanded by a Lender under this Section 2.01(h) is a result of reserves actually maintained pursuant to the requirements imposed by Regulation D with respect to “Eurocurrency liabilities” (as defined or within the meaning of such Regulation), such demand shall be accompanied by a statement of such Lender in the form of Exhibit 2.01(h)(iv) attached hereto, which statement shall be conclusive and binding on the Company, subject to Section 2.01(i), except in the case of manifest error. No Lender may request reimbursement or compensation under this Section 2.01(h)(iv) for any period prior to the period for which demand has been made in accordance with the foregoing sentence. In preparing any statement delivered under this Section 2.01(h)(iv), such Lender may employ such assumptions and allocation of costs and expenses as it shall in good xxxxx xxxx reasonable and may be determined by any reasonable averaging and attribution method. So long as any notice requirement provided for herein has been satisfied, any decision by the Administrative Agent or any Lender not to require payment of any interest, cost or other amount payable under this Section 2.01(h)(iv), or to calculate any amount payable by a particular method, on any occasion, shall in no way limit or be deemed a waiver of the Administrative Agent’s or such Lender’s right to require full payment of any interest, cost or other amount payable hereunder, or to calculate any amount payable by another method, on any other or subsequent occasion for a subsequent Interest Period.
(v) If any Lender shall have determined in good faith that any applicable law, rule, regulation or guideline regarding capital adequacy (each, a “Capital Adequacy Pronouncement”) adopted after the date hereof, or any change after the date hereof in any Capital Adequacy Pronouncement now or hereafter in effect, or any change after the date hereof in the interpretation or administration of any Capital Adequacy Pronouncement now or hereafter in effect by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any Lending Office of such Lender) with any request or directive regarding capital adequacy (whether or not having the force of law) made after the date hereof of any such governmental authority, central bank or comparable agency has the effect of reducing the rate of return on such Lender’s capital or the capital of any Person controlling such Lender as a consequence of its obligations hereunder to a level below that which such Lender would have achieved as a consequence of its obligations hereunder but for such adoption, change or compliance (taking into consideration such Lender’s policies with respect to capital adequacy) by an amount deemed in good faith by such Lender to be material, then from time to time, upon notice by the Lender requesting (through the Administrative Agent) compensation, under this Section 2.01(h)(v) within 90 days after such Lender has obtained knowledge of such event, the Company shall pay to the Administrative Agent for the account of such Lender such additional amount or amounts as will compensate such Lender for such reduction. Any such claim by a Lender for compensation shall be made through the Administrative Agent and shall be accompanied by a certificate signed by an officer of such Lender authorized to so act on behalf of such Lender setting forth in reasonable detail the calculation upon which such claim is based.
(vi) Notwithstanding the foregoing, in the event the Company is required to pay to any Lender amounts pursuant to Section 2.01(h)(i)-(ii), 2.01(h)(iv)-(v) or Section 2.02, the Company may give notice to such Lender (with copies to the Administrative Agent) that it wishes to seek one or more assignees (which may be one or more of the Lenders) to assume the Commitment of such Lender and to purchase its outstanding Loans and participations in Letters of Credit and the Administrative Agent will use its best efforts to assist the Company in obtaining an assignee; provided that if more than one Lender requests that the Company pay substantially and proportionately equal additional amounts under Section 2.01(h) or Section 2.02 and the Company elects to seek an assignee to assume the Commitments of any of such affected Lenders, the Company must seek an assignee or assignees to assume the Commitments of all of such affected Lenders. Each Lender requesting compensation pursuant to Section 2.01(h)(i), Section 2.01(h)(ii), Section 2.01(h)(iv), Section 2.01(h)(v) or Section 2.02 agrees to sell its Commitment, its outstanding Loans and participations in Letters of Credit and interest in this Agreement in accordance with Section 13.07 to any such assignee for an amount equal to the sum of the outstanding unpaid principal of and accrued interest on such Loans, plus all other fees and amounts (including, without limitation, any compensation claimed by such Lender under Section 2.01(g) or Section 2.02) due such Lender hereunder calculated, in each case, to the date such Commitment, Loans and interest are purchased. Upon such sale or prepayment, each such Lender shall have no further Commitment or other obligation to the Company hereunder.
(vii) Any Lender claiming any amounts pursuant to this Section 2.01(h) or Section 2.02 shall use its reasonable good faith efforts (consistent with its internal policies and legal and regulatory restrictions) to avoid or minimize the payment by the Company of any amounts under this Section 2.01(h) or Section 2.02, including changing the jurisdiction of its Lending Office; provided that no such change or action shall be required to be made or taken if, in the reasonable judgment of such Lender, such change would be materially disadvantageous to such Lender.
(viii) The aggregate amount payable, reimbursable or compensable by the Company to or for the account of a Lender under this Section 2.01(h) shall not include any cost covered by the amount received by such Lender from the Company through the Administrative Agent in connection with the calculation of the CD Rate. The Company agrees to indemnify and hold the Administrative Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay in the payment or omission to pay such amounts. The obligations of the Company under this Section 2.01(h) created in accordance with this Section 2.01(h) shall survive the termination of the Commitments and/or this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Cox Radio Inc)
Increased Costs - Taxes, Reserve Requirements, Etc. (i) The Company for and on behalf of each Lender (including without limitation the Issuing Lender) shall pay or cause to be paid directly to the appropriate governmental authority or shall reimburse or compensate each Lender upon demand by such Lender in good faith, acting through the Administrative Agent, for all costs incurred, losses suffered or payments made, as determined by such Lender, by reason of any and all present or future Taxes (including, without limitation, any interest equalization tax or any similar tax on the acquisition of debt obligations), whether or not such Taxes were correctly or legally asserted, on or with regard to any aspect of the transactions with respect to this Agreement, the Loans and the Letters of Credit (except for (i) Excluded Taxes and (ii) Indemnified Taxes or Other Taxes paid pursuant to Section 2.01(h)(ii), Section 2.02 or Section 2.03).
(ii) The Company shall pay immediately upon demand by any Lender (including without limitation the Issuing Lender), acting through the Administrative Agent, any Other Taxes in connection with any Loans, Letters of Credit or this Agreement or in connection with the enforcement hereof or thereof; provided that the Company shall not be required to pay any such Other Taxes on behalf of any Lender that (i) becomes a party to this Agreement by assignment pursuant to Section 13.07 or (ii) designates a new Lending Office, in each case to the extent such Other Taxes are imposed at the time such Lender becomes a party to this Agreement or designates a new Lending Office in an amount greater than the amount the assignor or such Lender was entitled to at the time of the assignment or designation.
(iii) If any Lender or the Administrative Agent receives a refund in respect of Taxes for which such Lender or the Administrative Agent has received payment from the Company hereunder, it shall promptly notify the Company of such refund and shall, within 30 days after receipt of such refund, if no Event of Default has occurred, repay such refund to the Company with interest if any interest is received thereon by such Lender or the Administrative Agent; provided, that if an Event of Default has occurred and is continuing, such refund shall be applied to the outstanding Loans or paid to the Company once such Event of Default no longer exists; provided further, that the Company, upon the request of such Lender or the Administrative Agent, agrees to return such refund (plus penalties, interest or other charges) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such refund.
(A) The Company shall reimburse or compensate each Lender upon demand by such Lender, acting through the Administrative Agent, for all costs incurred, losses suffered or payments made in connection with any CD Rate Loans, Eurodollar Loans, or any part thereof which costs, losses or payments are a result of any future reserve, special deposit or similar requirement against assets of, liabilities of, deposits with or for the account of, or Loans by such Lender imposed on such Lender, its foreign lending branch, or the interbank eurodollar market by any regulatory authority, central bank or other governmental authority, whether or not having the force of law, including, without limitation, Regulation D.
(B) If as a result of (y) the introduction of or any change in or in the interpretation or administration of any law or regulation after the date hereof or (z) the compliance with any request made after the date hereof 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 of agreeing to make or making, funding or maintaining Loans, or issuing Letters of Credit or acquiring or holding participations in Letters of Credit, for which such Lender shall not have been reimbursed pursuant to the provisions of clause (A) above (other than any such increase in costs resulting from Taxes, as to which Sections 2.01(h)(i)-(ii) and 2.02 shall govern), then the Company shall from time to time, upon demand by such Lender, acting through the Administrative Agent, pay to such Lender additional amounts sufficient to indemnify such Lender against the full amount of such increased cost.
(C) Any Lender claiming reimbursement or compensation under this Section 2.01(h)(iv) shall make its demand on or before 45 days after the end of each Interest Period during which any such cost is incurred, loss is suffered or payment is made and shall provide the Administrative Agent, which in turn shall provide the Company, with a written statement in reasonable detail the calculation of the amount and basis of its request, which statement, subject to Section 2.01(i2.01(h), shall be conclusive absent manifest error; provided that in the event any reimbursement or compensation demanded by a Lender under this Section 2.01(h) is a result of reserves actually maintained pursuant to the requirements imposed by Regulation D with respect to “Eurocurrency liabilities” (as defined or within the meaning of such Regulation), such demand shall be accompanied by a statement of such Lender in the form of Exhibit 2.01(h)(iv) attached hereto, which statement shall be conclusive and binding on the Company, subject to Section 2.01(i), except in the case of manifest error. No Lender may request reimbursement or compensation under this Section 2.01(h)(iv) for any period prior to the period for which demand has been made in accordance with the foregoing sentence. In preparing any statement delivered under this Section 2.01(h)(iv), such Lender may employ such assumptions and allocation of costs and expenses as it shall in good xxxxx xxxx reasonable and may be determined by any reasonable averaging and attribution method. So long as any notice requirement provided for herein has been satisfied, any decision by the Administrative Agent or any Lender not to require payment of any interest, cost or other amount payable under this Section 2.01(h)(iv), or to calculate any amount payable by a particular method, on any occasion, shall in no way limit or be deemed a waiver of the Administrative Agent’s or such Lender’s right to require full payment of any interest, cost or other amount payable hereunder, or to calculate any amount payable by another method, on any other or subsequent occasion for a subsequent Interest Period.
(v) If any Lender shall have determined in good faith that any applicable law, rule, regulation or guideline regarding capital adequacy (each, a “Capital Adequacy Pronouncement”) adopted after the date hereof, or any change after the date hereof in any Capital Adequacy Pronouncement now or hereafter in effect, or any change after the date hereof in the interpretation or administration of any Capital Adequacy Pronouncement now or hereafter in effect by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any Lending Office of such Lender) with any request or directive regarding capital adequacy (whether or not having the force of law) made after the date hereof of any such governmental authority, central bank or comparable agency has the effect of reducing the rate of return on such Lender’s capital or the capital of any Person controlling such Lender as a consequence of its obligations hereunder to a level below that which such Lender would have achieved as a consequence of its obligations hereunder but for such adoption, change or compliance (taking into consideration such Lender’s policies with respect to capital adequacy) by an amount deemed in good faith by such Lender to be material, then from time to time, upon notice by the Lender requesting (through the Administrative Agent) compensation, under this Section 2.01(h)(v) within 90 days after such Lender has obtained knowledge of such event, the Company shall pay to the Administrative Agent for the account of such Lender such additional amount or amounts as will compensate such Lender for such reduction. Any such claim by a Lender for compensation shall be made through the Administrative Agent and shall be accompanied by a certificate signed by an officer of such Lender authorized to so act on behalf of such Lender setting forth in reasonable detail the calculation upon which such claim is based.
(vi) Notwithstanding the foregoing, in the event the Company is required to pay to any Lender amounts pursuant to Section 2.01(h)(i)-(ii), 2.01(h)(iv)-(v) or Section 2.02, the Company may give notice to such Lender (with copies to the Administrative Agent) that it wishes to seek one or more assignees (which may be one or more of the Lenders) to assume the Commitment of such Lender and to purchase its outstanding Loans and participations in Letters of Credit and the Administrative Agent will use its best efforts to assist the Company in obtaining an assignee; provided that if more than one Lender requests that the Company pay substantially and proportionately equal additional amounts under Section 2.01(h) or Section 2.02 and the Company elects to seek an assignee to assume the Commitments of any of such affected Lenders, the Company must seek an assignee or assignees to assume the Commitments of all of such affected Lenders. Each Lender requesting compensation pursuant to Section 2.01(h)(i), Section 2.01(h)(ii), Section 2.01(h)(iv), Section 2.01(h)(v) or Section 2.02 agrees to sell its Commitment, its outstanding Loans and participations in Letters of Credit and interest in this Agreement in accordance with Section 13.07 to any such assignee for an amount equal to the sum of the outstanding unpaid principal of and accrued interest on such Loans, plus all other fees and amounts (including, without limitation, any compensation claimed by such Lender under Section 2.01(g) or Section 2.02) due such Lender hereunder calculated, in each case, to the date such Commitment, Loans and interest are purchased. Upon such sale or prepayment, each such Lender shall have no further Commitment or other obligation to the Company hereunder.
(vii) Any Lender claiming any amounts pursuant to this Section 2.01(h) or Section 2.02 shall use its reasonable good faith efforts (consistent with its internal policies and legal and regulatory restrictions) to avoid or minimize the payment by the Company of any amounts under this Section 2.01(h) or Section 2.02, including changing the jurisdiction of its Lending Office; provided that no such change or action shall be required to be made or taken if, in the reasonable judgment of such Lender, such change would be materially disadvantageous to such Lender.
(viii) The aggregate amount payable, reimbursable or compensable by the Company to or for the account of a Lender under this Section 2.01(h) shall not include any cost covered by the amount received by such Lender from the Company through the Administrative Agent in connection with the calculation of the CD Rate. The Company agrees to indemnify and hold the Administrative Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay in the payment or omission to pay such amounts. The obligations of the Company under this Section 2.01(h) created in accordance with this Section 2.01(h) shall survive the termination of the Commitments and/or this Agreement.
Appears in 1 contract
Increased Costs - Taxes, Reserve Requirements, Etc. (i) The Company for and on behalf of each Lender (including including, without limitation limitation, the Issuing LenderLenders) shall pay or cause to be paid directly to the appropriate governmental authority or shall reimburse or compensate each Lender upon demand by such Lender in good faith, acting through the Administrative Agent, for all costs incurred, losses suffered or payments made, as determined by such Lender, by reason of any and all present or future Taxes (including, without limitation, any interest equalization tax or any similar tax on the acquisition of debt obligations), whether or not such Taxes were correctly or legally asserted, on or with regard to any aspect of the transactions with respect to this Agreement, the Loans and the Letters of Credit (except for (i) Excluded Taxes and (ii) Indemnified Taxes or Other Taxes paid pursuant to Section 2.01(h)(ii2.02(f)(ii), Section 2.02 2.03 or Section 2.032.04).
(ii) The Company shall pay immediately upon demand by any Lender (including without limitation the Issuing LenderLenders), acting through the Administrative Agent, any Other Taxes in connection with any Loans, Letters of Credit or this Agreement or in connection with the enforcement hereof or thereof; provided that the Company shall not be required to pay any such Other Taxes on behalf of any Lender that (i) becomes a party to this Agreement by assignment pursuant to Section 13.07 or (ii) designates a new Lending Office, in each case to the extent such Other Taxes are imposed at the time such Lender becomes a party to this Agreement or designates a new Lending Office in an amount greater than the amount the assignor or such Lender was entitled to at the time of the assignment or designation.
(iii) If any Lender or the Administrative Agent receives a refund in respect of Taxes for which such Lender or the Administrative Agent has received payment from the Company hereunder, it shall promptly notify the Company of such refund and shall, within 30 days after receipt of such refund, if no Event of Default has occurredoccurred and is continuing, repay such refund to the Company with interest if any interest is received thereon by such Lender or the Administrative Agent; provided, provided that if an Event of Default has occurred and is continuing, such refund shall be applied to the outstanding Loans or paid to the Company once such Event of Default no longer exists; provided further, that the Company, upon the request of such Lender or the Administrative Agent, agrees to return such refund (plus penalties, interest or other charges) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such refund.
(A) The Company shall reimburse or compensate each Lender upon demand by such Lender, acting through the Administrative Agent, for all costs incurred, losses suffered or payments made in connection with any CD Rate Loans, Eurodollar Loans, Loans or Eurocurrency Loans or any part thereof which costs, losses or payments are a result of any future reserve, special deposit or similar requirement against assets of, liabilities of, deposits with or for the account of, or Loans by such Lender imposed on such Lender, its foreign lending branch, the interbank eurodollar market or the interbank eurodollar eurocurrency market by any regulatory authority, central bank or other governmental authority, whether or not having the force of law, including, without limitation, Regulation D.
(B) If as a result of (y) the introduction of or any change in or in the interpretation or administration of any law or regulation after the date hereof or (z) the compliance with any request made after the date hereof 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 of agreeing to make or making, funding or maintaining Loans, or issuing Letters of Credit or acquiring or holding participations in Letters of Credit, for which such Lender shall not have been reimbursed pursuant to the provisions of clause (A) above (other than any such increase in costs resulting from Taxes, as to which Sections 2.01(h)(i)-(ii2.02(f)(i)-(ii) and 2.02 2.03 shall govern), then the Company shall from time to time, upon demand by such Lender, acting through the Administrative Agent, pay to such Lender additional amounts sufficient to indemnify such Lender against the full amount of such increased cost.
(C) Any Lender claiming reimbursement or compensation under this Section 2.01(h)(iv2.02(f)(iv) shall make its demand on or before 45 days after the end of each Interest Period during which any such cost is incurred, loss is suffered or payment is made and shall provide the Administrative Agent, which in turn shall provide the Company, with a written statement showing in reasonable detail the calculation of the amount and basis of its request, which statement, subject to Section 2.01(i2.02(g), shall be conclusive absent manifest error; provided that in the event any reimbursement or compensation demanded by a Lender under this Section 2.01(h2.02(f) is a result of reserves actually maintained pursuant to the requirements imposed by Regulation D with respect to “Eurocurrency liabilities” (as defined or within the meaning of such Regulation), such demand shall be accompanied by a statement of such Lender in the form of Exhibit 2.01(h)(iv2.02(f)(iv) attached hereto, which statement shall be conclusive and binding on the Company, subject to Section 2.01(i2.02(g), except in the case of manifest error. No Lender may request reimbursement or compensation under this Section 2.01(h)(iv2.02(f)(iv) for any period prior to the period for which demand has been made in accordance with the foregoing sentence. In preparing any statement delivered under this Section 2.01(h)(iv2.02(f)(iv), such Lender may employ such assumptions and allocation of costs and expenses as it shall in good xxxxx xxxx reasonable and may be determined by any reasonable averaging and attribution method. So long as any notice requirement provided for herein has been satisfied, any decision by the Administrative Agent or any Lender not to require payment of any interest, cost or other amount payable under this Section 2.01(h)(iv2.02(f)(iv), or to calculate any amount payable by a particular method, on any occasion, shall in no way limit or be deemed a waiver of the Administrative Agent’s or such Lender’s right to require full payment of any interest, cost or other amount payable hereunder, or to calculate any amount payable by another method, on any other or subsequent occasion for a subsequent Interest Period.
(v) If any Lender shall have determined in good faith that any applicable law, rule, regulation or guideline regarding capital adequacy (each, a “Capital Adequacy Pronouncement”) adopted after the date hereof, or any change after the date hereof in any Capital Adequacy Pronouncement now or hereafter in effect, or any change after the date hereof in the interpretation or administration of any Capital Adequacy Pronouncement now or hereafter in effect by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any Lending Office of such Lender) with any request or directive regarding capital adequacy (whether or not having the force of law) made after the date hereof of any such governmental authority, central bank or comparable agency has the effect of reducing the rate of return on such Lender’s capital or the capital of any Person controlling such Lender as a consequence of its obligations hereunder to a level below that which such Lender would have achieved as a consequence of its obligations hereunder but for such adoption, change or compliance (taking into consideration such Lender’s policies with respect to capital adequacy) by an amount deemed in good faith by such Lender to be material, then from time to time, upon notice by the Lender requesting (through the Administrative Agent) compensation, under this Section 2.01(h)(v2.02(f)(v) within 90 days after such Lender has obtained knowledge of such event, the Company shall pay to the Administrative Agent for the account of such Lender such additional amount or amounts as will compensate such Lender for such reduction. Any such claim by a Lender for compensation shall be made through the Administrative Agent and shall be accompanied by a certificate signed by an officer of such Lender authorized to so act on behalf of such Lender setting forth in reasonable detail the calculation upon which such claim is based.
(vi) Notwithstanding the foregoing, in the event the Company is required to pay to any Lender amounts pursuant to Section 2.01(h)(i)-(ii2.02(f)(i)-(ii), 2.01(h)(iv)-(v2.02(f)(iv)-(v) or Section 2.022.03, the Company may give notice to such Lender (with copies to the Administrative Agent) that it wishes to seek one or more assignees (which may be one or more of the Lenders) to assume the Commitment of such Lender and to purchase its outstanding Loans and participations in Letters of Credit and the Administrative Agent will use its best efforts to assist the Company in obtaining an assignee; provided that if more than one Lender requests that the Company pay substantially and proportionately equal additional amounts under Section 2.01(h2.02(f) or Section 2.02 2.03 and the Company elects to seek an assignee to assume the Commitments of any of such affected Lenders, the Company must seek an assignee or assignees to assume the Commitments of all of such affected Lenders. Each Lender requesting compensation pursuant to Section 2.01(h)(i2.02(f)(i), Section 2.01(h)(ii2.02(f)(ii), Section 2.01(h)(iv2.02(f)(iv), Section 2.01(h)(v2.02(f)(v) or Section 2.02 2.03 agrees to sell its Commitment, its outstanding Loans and participations in Letters of Credit and interest in this Agreement in accordance with Section 13.07 to any such assignee for an amount equal to the sum of the outstanding unpaid principal of and accrued interest on such Loans, in Dollars or its Dollar equivalent in Alternate Currency or Discretionary Alternate Currency, as the case may be, if such Lender is an Alternate Currency Lender and such Loan is an Alternate Currency Loan or if such Lender has outstanding a Discretionary Revolving Loan in a Discretionary Alternate Currency, plus all other fees and amounts (including, without limitation, any compensation claimed by such Lender under Section 2.01(g2.02(e) or Section 2.022.03) due such Lender hereunder calculated, in each case, to the date such Commitment, Loans and interest are purchased. Upon such sale or prepayment, each such Lender shall have no further Commitment or other obligation to the Company hereunder.
(vii) Any Lender claiming any amounts pursuant to this Section 2.01(h2.02(f) or Section 2.02 2.03 shall use its reasonable good faith efforts (consistent with its internal policies and legal and regulatory restrictions) to avoid or minimize the payment by the Company of any amounts under this Section 2.01(h2.02(f) or Section 2.022.03, including changing the jurisdiction of its Lending Office; provided that no such change or action shall be required to be made or taken if, in the reasonable judgment of such Lender, such change would be materially disadvantageous to such Lender.
(viii) The aggregate amount payable, reimbursable or compensable by the Company to or for the account of a Lender under this Section 2.01(h) shall not include any cost covered by the amount received by such Lender from the Company through the Administrative Agent in connection with the calculation of the CD Rate. The Company agrees to indemnify and hold the Administrative Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay in the payment or omission to pay such amounts. The obligations of the Company under this Section 2.01(h2.02(f) created in accordance with this Section 2.01(h2.02(f) shall survive the termination of the Commitments and/or and this Agreement.
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